0001663577-20-000385 Sample Contracts

SHARE EXCHANGE AGREEMENT
Share Exchange Agreement • October 23rd, 2020 • MedGen, Inc. • Pharmaceutical preparations • Nevada

This Share Exchange Agreement (this “Agreement”), dated as June 25, 2020, is by and among MedGen, Inc. a Wyoming corporation (the “Parent”), 9430075 Canada Ltd., a company incorporated in Manitoba, Canada (the “Company”), and each of the shareholders of the Company named herein as signatories (the “Shareholders”). Each of the parties to this Agreement is individually referred to herein as a “Party” and collectively as the “Parties.”

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SUBSCRIPTION AGREEMENT
Subscription Agreement • October 23rd, 2020 • MedGen, Inc. • Pharmaceutical preparations • Wyoming

MedGen, Inc., a Wyoming corporation (hereinafter the "Company"), and the undersigned (hereinafter the "Subscriber") agree as follows:

AMENDMENT NO. 1 TO SHARE EXCHANGE AGREEMENT
Share Exchange Agreement • October 23rd, 2020 • MedGen, Inc. • Pharmaceutical preparations • Nevada

THIS AMENDMENT NO. 1 TO SHARE EXCHANGE AGREEMENT (this "Amendment") is made as of September 16, 2020, by and among MedGen, Inc., a Wyoming corporation (the "Parent"), 9430075 Canada Ltd., a company incorporated in Manitoba, Canada (the “Company”), and each of the shareholders of the Company named herein as signatories (the “Shareholders”). Each of the parties to this Agreement is individually referred to herein as a “Party” and collectively as the “Parties.”

NOTE SETTLEMENT AND DEBT RESTRUCTURE AGREEMENT
Note Settlement and Debt Restructure Agreement • October 23rd, 2020 • MedGen, Inc. • Pharmaceutical preparations • Nevada

This NOTE SETTLEMENT AND DEBT RESTRUCTURE AGREEMENT (this “Agreement”) is made effective as of August 24, 2018 (the “Effective Date”) by and among Antevorta Capital Partners Limited (the “Note Holder”) and MedGen, Inc. (the “Company”).

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