NOTE SETTLEMENT AND DEBT RESTRUCTURE AGREEMENT


 


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”).


 


WHEREAS, on or about
July 14, 2017, the Note Holder purchased two convertible promissory notes in the aggregate principal face amount of $310,000 attached
hereto as Exhibit A (the “Original Notes”),


 


WHEREAS, on or about
August 7, 2018, the Company issued to the Note Holder two additional convertible promissory notes in the aggregate principal face
amount of $33,000 attached hereto as Exhibit B (the “New Notes”)


 


WHEREAS, the Company
and Note Holder reached a decision to terminate the Original Notes in exchange for more favorable conversion terms on the New Notes,


 


NOW, THEREFORE, in
consideration of the foregoing recitals and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, and intending to be legally bound, the Parties agree as follows:


 


		1.	Both the Company and the Note Holder agree to the termination of
the Original Notes and the settlement and restructure of the New Notes, as follows: The new conversion rate on the New Notes shall
be $0.00000044 per share resulting in the New Notes converting into a total of 75 billion shares of common stock (pre-split). On
a post-split basis (after the 5,000 for 1 reverse split) it would equal 15 million shares at $0.0022 per share. At no time will
Note Holder own more than 4.9% of the total shares of the Company outstanding. In addition, the Company will sell for $1.00 to
the Note Holder, a warrant to purchase 10,000,000 shares of common stock exercisable at $0.25 per share (post-split). 



 


		2.	Representations, Warranties and Agreements. The Note Holder
represents and warrants to, and agrees with, the Assignee that:



 


		a.	The Note Holder has full right, power and authority to enter into
this Agreement and that this Agreement, when delivered, shall constitute a legal, valid and binding obligation of the Note Holder,
enforceable against the Note Holder in accordance with its terms.



 


		b.	The Note Holder has the sole and unrestricted right to cancel the
Original Notes and modify the terms of the New Notes. 







    	 		 



    	 



    




		c.	Neither the execution and delivery of this Agreement by the Note
Holder, nor the consummation by the Note Holder of the transactions contemplated hereby, will (i) require any consent, approval,
authorization or permit of, or filing, registration or qualification with or prior notification to, any governmental or regulatory
authority under any law of the United States, any state or any political subdivision thereof applicable to the Note Holder, (ii)
violate any statute, law, ordinance, rule or regulation of the United States, any state or any political subdivision thereof, or
any judgment, order, writ, decree or injunction applicable to the Note Holder or any of the Note Holder’s properties or assets,
the violation of which would have a material adverse effect upon the Note Holder, or (iii) violate, conflict with, or result in
a breach of any provisions of, or constitute a default (or any event which, with or without due notice or lapse of time, or both,
would constitute a default) under, or result in the termination of, or accelerate the performance required by, any of the terms,
conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or
obligation to which the Note Holder is a party or by which the Note Holder or any of the Note Holder’s properties or assets
may be bound which would have a material adverse effect upon the Note Holder.






 


		d.	The Note Holder is not aware of any threatened, or pending dispute
or challenge that would interfere with the settlement and restrucure of the New Notes contemplated hereby, or the general purpose
of this Agreement.



 


		e.	The Note Holder is not and has not at any time been an Affiliate,
as that term is defined in the Securities Act of 1933, as amended, of the Company. 



 


 


		3.	Entire Agreement. This Agreement contains the entire agreement
between the Parties with respect to the subject matter hereof and supersedes and replaces any prior agreements, understandings
or discussions of the Parties with respect to the subject matter hereof. The Parties agree that there do not exist any other written
or oral terms or agreements except for those contained in this Agreement.



 


		4.	No Public Announcement; No Disclosure. The parties shall not
make any public announcement concerning this Agreement, their discussions or any other documents or communications concerning the
transactions contemplated hereby unless advised by counsel that such disclosure is required by law (in which case the party so
advised will promptly notify the other party). Except as permitted by the preceding sentence, without the prior consent of the
Assignee, Note Holder, including his affiliates or agents, shall not discuss the existence or terms of this Agreement, except to
its legal, financial and accounting advisors who have a need to know such information solely for the purposes of assisting the
Note Holder with regard to the transactions contemplated hereby.



 


		5.	Headings. Headings herein are for reference purposes only
and do not form a part of the Agreement.



 


		6.	Amendment and Waiver. No failure or delay on the part of a
party hereto in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right,
power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to
a party hereto at law, in equity or otherwise. Any amendment, supplement or modification of or to any provision of this Agreement,
any waiver of any provision of this Agreement, and any consent to any departure by the Note Holder or the Assignee from the terms
of any provision of this Agreement, shall be effective (i) only if it is made or given in writing and signed by the Note Holder
or Assignee and (ii) only in the specific instance and for the specific purpose for which made or given.



 



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		7.	Severability. Whenever possible, each provision of this Agreement
shall be interpreted in such a manner as to be effective and valid under applicable law. However, if any provision of this Agreement
shall be prohibited by or invalid under such law, it shall be deemed modified to conform to the minimum requirements of such law
and the parties will attempt to modify this agreement by insertion, deletion or revision so as to accomplish the original intent
in a fashion that is not so prohibited or invalid.



 


		8.	Successors. This Agreement shall inure to the benefit of and
bind any and all heirs, successors in interest and assigns of the Parties, as applicable.



 


		9.	Venue. The Parties irrevocably submit exclusively to the jurisdiction
of the State of Nevada in any action brought by the Parties concerning this Agreement or the performance thereof.



 


		10.	Choice of Law. This Agreement shall be governed by, construed
and entered in accordance with the laws of the State of Nevada applicable to contracts deemed to be made within such state, without
regard to choice of law or conflict of law provisions thereof.



 


		11.	Interpretation. No provision of this Agreement shall be interpreted
or construed against any party because that party or its legal representative drafted it.



 


		12.	Survival. Sections 1-13, inclusive, of this Agreement shall
survive the termination of this Agreement by either Party for any reason.



 


		13.	Counterparts. This Agreement may be executed in two or more
counterparts, each of which when so executed and delivered to the other party shall be deemed an original. The executed page(s)
from each original may be joined together and attached to one such original and shall thereupon constitute one and the same instrument.
Such counterparts may be delivered by facsimile or other electronic transmission, which shall not impair the validity thereof.



 


 


[Signature Page Follows]


 




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IN WITNESS WHEREOF,
the Parties hereto have caused this Agreement to be executed as of the date first written above.


 


 


Note Holder: Antevorta Capital
Partners Limited 


 


/s/ Julius Csurgo


By: Julius Csurgo


Its: CEO


 


 


MedGen, Inc.


 


 


By: /s/ Johnny Rodgrigues


Name: Johnny Rodrigues


Title: CEO


 


 




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EXHIBIT A


Original Notes




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EXHIBIT A


Original Notes




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EXHIBIT B


[Attach New Note]




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