REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 26th, 2010 • Pharmaceutical Financial Syndicate, LLC • Pharmaceutical preparations • 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 AGREEMENTStandstill Agreement • May 26th, 2010 • Pharmaceutical Financial Syndicate, LLC • Pharmaceutical preparations • 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”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • May 26th, 2010 • Pharmaceutical Financial Syndicate, LLC • Pharmaceutical preparations • New York
STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of the 19th day of May, 2010, is by and among Pharmaceutical Financial Syndicate, LLC, a Delaware limited liability company (“Buyer”), 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”).
ESCROW AGREEMENTEscrow Agreement • May 26th, 2010 • Pharmaceutical Financial Syndicate, LLC • Pharmaceutical preparations • New York
This Escrow Agreement, dated as of May 19, 2010 (the “Agreement”), is by and among Pharmaceutical Financial Syndicate, LLC, a Delaware limited liability company (“Buyer”), Frost Gamma Investments Trust, a Florida trust, as a shareholder and as the “Representative” pursuant to this Agreement, Subbarao Uppaluri, Steven D. Rubin and Jane Hsiao (collectively, the “Frost Group Shareholders” and individually, a “Frost Group Shareholder”) (the Frost Group Shareholders and together with Buyer, sometimes referred to individually as “Party” or collectively as the “Parties”) and Wells Fargo Bank, National Association, as escrow agent (“Escrow Agent”). Capitalized terms used in this Agreement but not otherwise defined shall have the respective meanings ascribed to such terms in the Stock Purchase Agreement, dated as of May 19, 2010 (the “Stock Purchase Agreement”), by and among Buyer and the Frost Group Shareholders.
