0000950123-10-051945 Sample Contracts

REGISTRATION RIGHTS AGREEMENT

Registration Rights Agreement • May 21st, 2010 • Winston Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

• Contract Type
  Registration Rights Agreement
• Filed
  May 21st, 2010
• Company
  Winston Pharmaceuticals, Inc.
• Industry
  Pharmaceutical preparations
• Jurisdiction
  New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made effective as of May 19, 2010 by and among Winston Pharmaceuticals, Inc., a Delaware corporation (the “Company”), Pharmaceutical Financial Syndicate, LLC, a Delaware limited liability company (“PFS”), and each of Frost Gamma Investments Trust, Subbarao Uppaluri, Steven D. Rubin and Jane Hsiao (collectively, the “Frost Group Shareholders” and individually, a “Frost Group Shareholder”).

STANDSTILL AGREEMENT

Standstill Agreement • May 21st, 2010 • Winston Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

• Contract Type
  Standstill Agreement
• Filed
  May 21st, 2010
• Company
  Winston Pharmaceuticals, Inc.
• Industry
  Pharmaceutical preparations
• Jurisdiction
  New York

THIS STANDSTILL AGREEMENT (this “Agreement”) is made effective as of May 19, 2010 by and among each of Frost Gamma Investments Trust, Subbarao Uppaluri, Steven D. Rubin and Jane Hsiao (collectively, the “Frost Group Shareholders” and individually, a “Frost Group Shareholder”) and Joel E. Bernstein, M.D. and Carole Bernstein, and solely with respect to paragraph (c) of Section 2 and paragraph (a) of Section 3 of this Agreement, Winston Pharmaceuticals, Inc., a Delaware corporation (the “Company”).