Generex Biotechnology (GNBTQ) PRE 14A Preliminary proxy

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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SCHEDULE 14A

(Rule 14a-101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

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☒ Preliminary Proxy Statement

☐Confidential, For use of the Commission only (as permitted byRule 14a-6(e)(2))

☐ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material Pursuant to §240.14a-12

GENEREX BIOTECHNOLOGY CORPORATION

(Name of Registrant as Specified In Its Charter)

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GENEREX BIOTECHNOLOGY CORPORATION

10102 USA Today Way

Miramar, Florida, USA 33025

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD JUNE 7, 2017

Dear Stockholder:

You are cordially invited to attend the annual meeting of stockholders of Generex Biotechnology Corporation ("Generex") that will be held on June 7, 2017, at 10:00 a.m. (local time), at ■ for the following purposes, as set forth in the accompanying Proxy Statement:

1. To elect seven directors;

2. To approve an amendment to our Restated Certificate of Incorporation to increase the authorized number of shares of common stock from 2,450,000 shares to 750,000,000 shares;

3. To approve an amendment to our Restated Certificate of Incorporation to change our name to NuGenerex Biotechnology Holdings, Inc.;

4. To approve the adoption of our 2017 Equity Incentive Plan;

5. To approve the adjournment of the annual meeting, if necessary, to solicit additional proxies to vote in favor of the proposals set forth inItem 2;

6. To ratify the appointment of MNP LLP as independent public accountants for the year ending July 31, 2017; and

7. To conduct any other business as may properly come before the annual meeting or any adjournment or postponement thereof.

The Board of Directors has established the close of business April 28, 2017, as the record date for the determination of stockholders entitled to receive notice of, and to vote at, the annual meeting and any adjournment or postponement thereof. Generex is complying with the Securities and Exchange Commission rule that permits us to furnish proxy materials to stockholders on the Internet. This Notice and the Proxy Statement are being made available to stockholders on or about ■, 2017.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 7, 2017: The proxy statement for the annual meeting of stockholders will be made available to stockholders on the Internet at www.generex.com/proxy.

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Your vote is very important. Whether or not you plan to attend the annual meeting of stockholders, we urge you to vote and to submit your proxy over the Internet, by telephone or by mail. If you are a registered stockholder and attend the meeting, you may revoke the proxy and vote your shares in person. If you hold your shares through a bank or broker and want to vote your shares in person at the meeting, please contact your bank or broker to obtain a legal proxy.

By order of the Board of Directors,

/s/ Mark A. Fletcher

Mark A. Fletcher

Secretary

April ■, 2017

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GENEREX BIOTECHNOLOGY CORPORATION

10102 USA TODAY WAY

MIRAMAR, FLORIDA, USA 33025

PROXY STATEMENT

TABLE OF CONTENTS

	Page
About the Annual Meeting and Voting at the Meeting	5
Election of Directors (Item 1 on the Proxy Card)	10
Independence and Compensation of Directors	16
Director Independence	16
Non-Employee Directors’ Compensation	16
Corporate Governance	17
Code of Ethics	17
Board Structure; Risk Oversight; Risk Assessment of Compensation Policies and Practices	17
Board Meetings; Annual Meeting Attendance	18
Audit Committee	18
Compensation Committee	18
Corporate Governance and Nominating Committee	18
Director Nominations by Stockholders	19
Communications with Directors	19
Executive Compensation	19
Compensation Discussion and Analysis	23
Compensation Committee Report	23
Executive Compensation Tables	24
Compensation Elements; Employment Agreements and Agreements Providing Payments Upon Retirement, Termination or Change in Control for Named Executives	25
Approval of an Amendment to Generex’s Restated Certificate of Incorporation to Increase the Number of Authorized Shares of Common (Item 2 on the Proxy Card)	26
Approval of an Amendment to Generex’s Restated Certificate of Incorporation to change the corporate name (Item 3 on the Proxy Card)	31
Approval of the 2017 Equity Incentive Plan (Item 4 on the Proxy Card)	32
Approval of the Adjournment of the Annual Meeting, If Necessary to Solicit Additional Proxies for Proposals Set Forth in Item 1 (Item 5 on the Proxy Card)	39
Ratification of the Appointment of MNP LLP as Generex’s Independent Public Accountants for Fiscal Year 2017 (Item 6 on the Proxy Card)	40
Audit Matters	40
Fees Paid to Generex’s Independent Public Accountants	40
Policy for Pre-Approval of Audit and Non-Audit Services	40
Report of the Audit Committee	40
Security Ownership of Certain Beneficial Owners and Management	41
Certain Transactions	42
Change in Control	42
Section 16(a) Beneficial Ownership Reporting Compliance	45
Other Information	46
Stockholder Proposals for the Next Annual Meeting	46
Appendix A – Audit Committee Charter	A-1
Appendix B – Form of Certificate of Amendment to Restated Certificate of Incorporation	B-1
Appendix C – 2017 Equity Incentive Plan	C-1

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ABOUT THE ANNUAL MEETING AND VOTING AT THE MEETING

Why am I being furnished this Proxy Statement?

This Proxy Statement is provided to the stockholders of Generex in connection with the solicitation by our Board of Directors of proxies for use at our annual meeting of stockholders to be held June 7, 2017 at ■, and any adjournments or postponements thereof.

What are the items of business for the meeting?

The items of business for the meeting are as follows:

• To elect seven directors

• To approve an amendment to our Restated Certificate of Incorporation to increase the authorized number of shares of common stock from 2,450,000 shares to 750,000,000 shares;

• To approve an amendment to our Restated Certificate of Incorporation to change our name to NuGenerex Biotechnology Holdings, Inc.;

• To approve the adoption of our 2017 Equity Incentive Plan;

• To approve the adjournment of the annual meeting, if necessary, to solicit additional proxies to vote in favor of the proposals set forth in Item 2 on the proxy card;

• To ratify the appointment of MNP LLP as independent public accountants for the year ending July 31, 2017; and

• To conduct any other business as may properly come before the annual meeting or any adjournment or postponement thereof.

Who is soliciting my proxy?

The Board of Directors is soliciting your proxy in order to provide you with an opportunity to vote on all matters scheduled to come before the meeting whether or not you attend the meeting in person.

What if I received in the mail a Notice of Internet Availability of Proxy Materials?

In accordance with rules adopted by the Securities and Exchange Commission (SEC), we are providing access to our proxy materials over the Internet. Accordingly, on or about ■, 2017, we are mailing to our record and beneficial stockholders a Notice of Internet Availability of Proxy Materials, which contains instructions on how to access our proxy materials over the Internet. If you received a Notice of Internet Availability of Proxy Materials, you will not receive a printed copy of our proxy materials by mail unless you request one. You may request a printed copy of our proxy materials for the Special Meeting. If you wish to receive a printed copy of our proxy materials, you should follow the instructions for requesting those materials included in the Notice of Internet Availability of Proxy Materials.

Who is entitled to vote?

You may vote if you owned shares of Generex’s common stock as of the close of business on April 28, 2017, which is the record date. You are entitled to one vote for each share of common stock that you own. As of April 28, 2017, we had ■ shares of common stock outstanding.

The holders of our Series I Preferred Stock are entitled to vote in the election of directors (Item 1) and on the proposal to authorize additional shares of common stock(Item 2). On those proposals, holders of the Series I Preferred Stock, as a class, are entitled to cast a number of votes equal to fifty percent (50%) of the total number of votes entitled to be cast at the Special Meeting by all other outstanding shares of the Company’s capital stock. The holders of the Series I Preferred Stock have agreed vote in favor of the election of Company management’s slate of directors and the Company’s proposal to increase the authorized number of shares of common stock.

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How do I vote before the meeting?

If you hold your shares in your own name as the stockholder of record, you have three options for voting and submitting your proxy before the meeting:

• By Internet — We encourage you to vote and submit your proxy over the Internet atwww.proxyvote.com.

• By Telephone — You may vote and submit your proxy by calling 1-800-690-6903[**CONFIRM WITH ALLIANCE ADVISORS**].

• By Mail — If you received your proxy materials by mail, you may vote by completing, signing and returning the enclosed proxy card.

If you are a street-name stockholder, you will receive instructions from your bank, broker or other nominee describing how to vote your shares. Certain of these institutions offer telephone and Internet voting. Please refer to the information forwarded by your bank, broker or other nominee to see which options are available to you.

We provide Internet and telephone proxy voting to allow you to vote your shares on-line or by telephone, with procedures designed to ensure the authenticity and correctness of your proxy vote instructions. However, please be aware that you must bear any costs associated with your Internet or telephone access, such as usage charges from Internet access providers and telephone companies.

What shares can I vote?

You may vote all shares owned by you as of the close of business on April 28, 2017, the record date. These shares include:

• Shares held directly in your name as the stockholder of record; and

• Shares of which you are the beneficial owner but not the stockholder of record (typically referred to as being held in “street name”). These are shares that are held for you through a broker, trustee or other nominee such as a bank.

May I vote at the meeting?

You may vote your shares at the meeting if you attend in person. If you hold your shares through an account with a bank or broker, you must obtain a legal proxy from the bank or broker in order to vote at the meeting. Even if you plan to attend the meeting, we encourage you to vote your shares by proxy over the Internet, by telephone or by mail.

How do I revoke my proxy?

You may revoke your proxy at any time before the polls close at the meeting.

If you are the record holder of your shares, you may change you vote by:

• Signing another proxy card with a later date and returning it to us prior to the meeting.

• Voting again over the Internet or by telephone prior to 11:59 p.m., Eastern Time, on June 6, 2017.

• Attending the meeting and notifying the election official that you wish to revoke your proxy and vote in person.

• Sending a written notice to us that you are revoking your proxy. Notices may be sent to 4145 North Service Road, Suite 200, Burlington, Ontario Canada L7L 6A3. Our telephone number is (416) 364-2551.

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If your shares are held by your broker or bank as a nominee or agent, you should follow the instructions provided by your broker or bank for revoking your proxy.

Will my shares be voted if I do not return my proxy?

If your shares are registered directly in your name, your shares will not be voted if you do not vote over the Internet, vote by telephone, return your proxy, or vote by ballot at the Special meeting.

If your shares are held in “street name,” your brokerage firm, under certain circumstances, may vote your shares for you if you do not return your proxy. Brokerage firms have authority to vote customers’ un-voted shares on some routine matters. It is possible that brokers will not have discretionary voting authority with respect toItem 1 to approve the authorization of additional shares; in which case, if you do not instruct your broker how to vote with respect toItem 1, your broker may not vote with respect to those matters. We encourage you to provide voting instructions to your brokerage firm by giving your proxy. This ensures your shares will be voted at the Special Meeting according to your instructions. You should receive directions from your brokerage firm about how to submit your proxy to them at the time you receive this Proxy Statement.

What if I return my proxy card but do not provide voting instructions?

If you are a stockholder of record and you do not specify your vote on each proposal individually when submitting a proxy via the Internet or by telephone, or if you sign and return a proxy card without giving specific voting instructions, your shares will be voted as follows:

• FORthe election of the nominees for director named on page ■ of this Proxy Statement;

• FORthe approval of the amendment to our Restated Certificate of Incorporation to increase the authorized number of shares of common stock from 2,450,000 shares to 750,000,000 shares;

• FORthe approval of amendment to our Restated Certificate of Incorporation to change our name to NuGenerex Biotechnology Holdings, Inc.;

• FORthe adoption of our 2017 Equity Incentive Plan;

• FORthe approval of the adjournment of the Generex Special meeting, if necessary, to solicit additional proxies for the proposals set forth inItem 2 (increase in the number of authorized shares of common stock) on the proxy card;

• FORthe ratification of the appointment of MNP LLP as independent public accountants for the year ending July 31, 2017; and

• In accordance with the best judgment of the individuals named as proxies on the proxy card on any other matters properly brought before the meeting.

 If you are a beneficial owner of shares registered in the name of your broker, bank or other nominee, and you do not provide the broker or other nominee that holds your shares with voting instructions, the broker or other nominee will determine if it has the discretionary authority to vote on the particular matter.

What does it mean if I receive more than one Notice of Internet Availability of Proxy Materials or one proxy card?

Your shares are probably registered in more than one account. You should vote all of your shares. We encourage you to consolidate all of your accounts by registering them in the same name, social security number and address. For assistance consolidating accounts where you are the stockholder of record, you may contact our transfer agent, Broadridge Financial Solutions, at 1-800-733-1121[**CONFIRM WITH BROADRIDGE**].

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May stockholders ask questions at the meeting?

Yes. Generex representatives will answer stockholders’ questions of general interest at the end of the meeting.

How many votes must be present to hold the meeting?

Generally, In order for us to conduct our meeting, a majority of our outstanding shares of common stock as of April 28, 2017 must be present in person or by proxy at the meeting. This is referred to as a quorum. If a quorum is not present, we expect that the annual meeting will be adjourned until we obtain a quorum. Under our By-laws, the holders of a majority of the voting rights for a particular proposal must be present at the meeting for a quorum to exist as to that proposal. Since our Series I Preferred Stock is entitle to vote in the election of directors(Item 1 on the Proxy Card) and on the proposal to increase the authorized capital stock(Item 2 on the Proxy Card), a quorum for those matters will consist of a majority of the votes represented outstanding common stock and Series I Preferred Stock.

Your shares are counted as present at the meeting if you attend the meeting and vote in person or if you properly return a proxy by mail. Shares voted by banks or brokers on behalf of beneficial owners are also counted as present at the meeting. In addition, abstentions and broker non-votes will be counted for purposes of establishing a quorum with respect to any matter properly brought before the meeting. Broker non-votes occur on a matter when a bank or broker is not permitted under applicable rules and regulations to vote on a matter without instruction from the beneficial owner of the underlying shares and no instruction has been given.

How many votes are needed for each proposal and how are the votes counted?

The seven nominees for director receiving the highest number of votes FOR election will be elected as directors(Item 1 on the Proxy Card). This is called a plurality. Abstentions and broker non-votes are not counted for purposes of electing directors. The holders of the Company’s Series I Convertible Preferred Stock is entitled to vote on the election of members of the Board of Directors, and the holders of the Series I Preferred Stock, as a class, are entitled to cast a number of votes on such proposal equal to fifty percent (50%) of the total number of votes entitled to be cast at the Special Meeting by all other outstanding shares of the Company’s capital stock. The holders of the Series I Preferred Stock have agreed to vote in favor of the election of Company management’s slate of directors.

The favorable vote of a majority of the votes represented by our outstanding common stock and Series I Preferred Stock outstanding will be required for the approval of the authorization of additional shares(Item 2 on the Proxy Card). The favorable vote of a majority of our shares of common stock outstanding will be required for the approval of the change in our corporate name(Item 3 on the Proxy card). We believe thatItem 1may be considered a non-routine matter, therefore brokers will not be permitted to vote if the beneficial owners do not provide voting instructions on those matters. The holders of the Company’s Series I Preferred Stock are entitled to vote on the proposal to authorize additional shares of common stock, and the holders of the Series I Preferred Stock, as a class, are entitled to cast a number of votes on such proposal equal to fifty percent (50%) of the total number of votes entitled to be cast at the Special Meeting by all other outstanding shares of the Company’s capital stock. The holder of the Series I Preferred Stock have agreed vote in favor the Company’s proposal to increase the authorized number of shares of common stock.

The affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote on the particular proposal will be required for:

• The approval of the adoption of our 2017 Equity Incentive Plan(Item 4 on the Proxy Card);

• the adjournment of the annual meeting, if necessary, to solicit additional proxies to vote in favor of the proposal set forth inItem 1 (Item 5 on the Proxy Card);

• the ratification of the appointment of MNP LLP as independent public accountants for the year ending July 31, 2017(Item 6 on the Proxy Card); and

• any other proposal that might properly come before the meeting.  

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Abstentions and Broker non-votes will not be counted toward the tabulation of votes cast onItem 2. The effect of an abstention or broker non-vote is the same as that of a vote againstItem 1, the proposal to increase our authorized common stock andItem 2, the proposal to change our corporate name.

How will proxies be voted on other items or matters that properly come before the meeting?

If any other items or matters properly come before the meeting, the proxies received will be voted on those items or matters in accordance with the discretion of the proxy holders.

Is Generex aware of any other item of business that will be presented at the meeting?

The Board of Directors does not intend to present, and does not have any reason to believe that others will present, any item of business at the annual meeting other than those specifically set forth in the notice of the meeting. However, if other matters are properly brought before the meeting, the persons named on the enclosed proxy will have discretionary authority to vote all proxies in accordance with their best judgment.

Who can answer any questions I may have about the annual meeting of stockholders and voting my shares?

Shareholders may contact Alliance Advisors, Generex's proxy solicitation agent for the annual meeting of stockholders, toll-free at (877) 777-5092.

Where do I find the voting results of the annual meeting?

We will report the voting results in a current report on Form 8-K within four business days after the end of the annual meeting.

Who bears the costs of soliciting these proxies?

We have hired Alliance Advisors to assist us in soliciting proxies in connection with the annual meeting. We will pay Alliance’s fees, which we expect to be approximately $7,000, plus all expenses for such services. In addition, our directors, officers, and employees may solicit proxies by telephone, e-mail, and in person, without additional compensation. Upon request, we will also reimburse brokerage houses and other custodians, nominees, and fiduciaries for their reasonable out-of-pocket expenses for distributing proxy materials to stockholders. All costs and expenses of any solicitation, including the cost of preparing this proxy statement and posting it on the Internet and mailing the Notice of Internet Availability of Proxy Materials, will be borne by Generex.

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ELECTION OF DIRECTORS

(Item 1 on the Proxy Card)

How many directors will be elected at the meeting?

Seven directors are to be elected at the Special Meeting of stockholders. Our bylaws state that the Board shall consist of between three to nine members. The Board has determined that seven directors are appropriate in light of the company’s current operations and financial status. Proxies cannot be voted for a greater number of persons than the number of nominees set forth in this proxy statement.

What is the term of office for each director elected at the meeting?

All directors will be elected to hold office until the next annual meeting of stockholders following election and until their successors are duly elected and qualified.

Who are the nominees for election as directors?

The persons named below have been approved by our full Board of Directors as nominees for election as directors. All of the nominees currently serve as our directors.

All of our directors, other than Mr. McGee and Dr. Anderson, took office in January of 2017. All of our directors hold office until the next annual meeting of stockholders and their successors are duly elected and qualify. Executive officers serve at the request of the board of directors.

Name	Age		Office(s) held
Joseph Moscato		54	Chief Executive Officer, President, Chairman of the Board
Andrew Greene, Esq.		54	Chief Operating Officer, Director
Andrew Ro		47	Chief Investment Officer, Senior VP of Investments, Director
Dr. Gary H. Lyman, MD, MPH		71	Director
Dr. Craig Eagle, MD		55	Director
Dr. James M. Anderson, Jr., MD		69	Director
Brian T. McGee		56	Director

Set forth below is a brief description of the background and business experience of each of our current executive directors.

Joseph Moscato. Mr. Moscato serves as the Company’s Chief Executive Officer, President, and Chairman of the Board.  

Mr. Moscato has over 30 years of experience in healthcare, sales and marketing, distribution management, and finance.  Mr. Moscato brings his marketing and advertising acumen to drug discovery and diagnostic & treatment development and commercialization.  Since 2009, Mr. Moscato has been working as an exclusive consultant to the Company.  Mr. Moscato has originated and negotiated several licensing deals with the top biopharmaceutical companies; has advised on equity financings totaling over $300 million, and has implemented the broad strategic vision for the Company.  Mr. Moscato has worked and consulted for Pfizer in several capacities from sales and marketing to new drug discovery & development for licensing.  He has worked with other biopharmaceutical companies such as GlaxoSmithKline, Johnson & Johnson, Parke-Davis, Amgen and others.  Mr. Moscato has consulted for several healthcare focused private equity, hedge funds and family offices.

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Mr. Moscato also owned several advertising and marketing agencies focused on media, entertainment, and healthcare with clients ranging from Motorola, Chadmoore Wireless, Nextel, Cannon, Sharp, GlaxoSmithKline, Pfizer, and other biopharmaceutical companies.  Mr. Moscato’s agency was acquired by William Douglas McAdams, one of the largest independent healthcare advertising and marketing agencies.

Andrew Greene, Esq. Mr. Greene serves as the Company’s Chief Operating Officer, Director.

Mr. Greene has over 20 years of experience in all aspects of corporate management, board of director development, operations, marketing, financing, and legal. He has owned and operated his own management and corporate consulting and legal advisory firm focused on early stage companies regarding their business plan development, roll out of operations, and management execution as well as implementing cost savings initiatives. Mr. Greene has conducted due diligence for all phases of corporate execution; has developed expertise in operational plans and strategies including growth, marketing, technology, and expansion. Mr. Greene graduated with a law degree from California Western School of Law and English Legal Jurisprudence from Cambridge University as a part of the Cambridge England International Exchange Program. Mr. Greene is an active member of the New York State Bar Association.

Andrew Ro. Mr. Ro serves as the Company’s Chief Investment Officer and a Director.

Mr. Ro has over 20 years’ experience in the financial markets ranging from trading global futures and equity markets, senior secured debt, convertible securities, private investments in public equities (PIPEs) and investing. Mr. Ro was a Consultant and Registered Representative with boutique investment and merchant banks where he consulted and advised US and international companies on capital markets, operational, and regulatory issues as well as being involved in capital raising, mergers & acquisitions, and strategic implementation. Mr. Ro was a Partner with an active Investment Fund where he was involved in originating, structuring, negotiating and closing financing transactions providing growth capital, acquisition financing, recapitalization, restructuring and general working capital to late-stage venture, distressed and middle market companies across all industries and sectors. Mr. Ro originated and structured over $2 billion in total commitments and managed a portfolio of over $650 million in investments. Mr. Ro graduated from George Mason University with a Bachelor in Science in Economics. He also held Series 3, Series 7, and Series 63 licenses.

Dr. Gary H. Lyman, MD, MPH, FASCO, FRCP (Edin).Dr. Lyman serves as an independent Director.

Dr, Lyman is Co-Director of the Hutchinson Institute for Cancer Outcomes Research and Member of the Public Health Sciences and Clinical Research Divisions at the Fred Hutchinson Cancer Research Center. He is also Professor of Medicine as well as Adjunct Professor in the Schools of Public Health and Pharmacy at the University of Washington.

Dr Lyman received his undergraduate and medical degree from the State University of New York in Buffalo and completed his Internal Medicine Residency at the University of North Carolina in Chapel Hill and Hematology/Oncology Fellowship at the Roswell Park Memorial Institute. Dr Lyman subsequently pursued a Postdoctoral Fellowship in Biostatistics at the Harvard School of Public Health and the Dana Farber Cancer Center. After joining the faculty of the University Of South Florida College Of Medicine, Dr Lyman served as Assistant, Associate and then full Professor of Medicine and Director of Medical Oncology. Shortly after his arrival, Dr Lyman began working with Lee Moffitt and leadership of the University to develop plans for the eventual H Lee Moffitt Cancer Center and Research Institute where he served as the founding Chief of Medicine and Director of the Division of Medical Oncology as well as Associate Chairman of the Department of Medicine at USF. During this period, he also served as Professor of Medicine and Professor of Epidemiology and Biostatistics at the University of South Florida. Upon leaving the Moffitt in 2000,

Dr Lyman has held positions as Thomas Ordway Endowed Professor of Medicine and Cancer Center Director at the Albany Medical College and subsequently Professor of Medicine, Associate Cancer Center Director and Director of Health Services and Outcomes Research at the University of Rochester and Strong Memorial Hospital. Prior to relocating to his present position, Dr Lyman served as Professor of Medicine and Director of Comparative Effectiveness and Outcomes Research-Oncology at Duke University and the Duke Cancer Institute and a Senior Fellow at the Duke Center for Clinical Health Policy Research.

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Dr Lyman is active with the American Society of Clinical Oncology serving recently on the ASCO Board of Directors chairing the Guideline Methodology Committee and several individual guidelines including those related to Prevention and Treatment of Venous Thromboembolism in Cancer, Sentinel Node Biopsy in Early-Stage Breast Cancer and Melanoma, Use of Antiemetics in Patients Receiving Cancer Chemotherapy and Appropriate Chemotherapy Dosing in Obese Patients with Cancer. Dr Lyman is also a member of the Value of Cancer Care Task Force and Cancer Research Committee along with several additional roles within the Society. In 2010 Dr Lyman received the ASCO Statesman Award. He is also active in the American Association for Cancer Research and the Institute of Medicine as well as the American Society of Hematology where he serves on the Quality and Guideline Oversight Committees and Chairs the forthcoming guideline on cancer and thrombosis. Finally, Dr Lyman is active with SWOG serving as Executive Office for the SWOG NCORP and Symptom Management and Quality of Life Committee.

Dr Lyman is Editor-In-Chief ofCancer Investigationand on the Editorial Board of theJournal of Clinical Oncology, the Journal of Global Oncology and several other specialty journals. In addition to serving as a Fellow of ASCO, Dr Lyman is a Fellow of the Royal College of Physicians (Edinburgh), the American College of Physicians, and the American College of Preventive Medicine. His research interests include precision medicine based on personalized cancer treatment and supportive care, comparative effectiveness and outcomes research related to biomarkers and targeted therapies, mathematical and statistical prognostic and predictive models, advanced methods of evidence synthesis in support of clinical practice guidelines and population studies of patterns of cancer treatment and the impact of health disparities on the quality of cancer care. Dr Lyman has authored or edited more than 15 books and nearly 600 articles in the scientific literature.

Dr. Craig Eagle, MD. Dr. Eagle serves as an independent Director.

Dr. Eagle serves as Vice President of Strategic Alliances and Partnerships for the Oncology business unit at Pfizer Inc. In 2003, Dr. Eagle led the worldwide development of Celecoxib in oncology to oversee the global research program. He was responsible for the global research plans and teams for Irinotecan and Dalteparin. Since 2007, he served as Head of the Oncology Therapeutic Area Global Medical Group for Pfizer, including the US oncology business. Dr. Eagle led, or been directly involved with, teams that resulted in eight new products or indications. He has led integration of the Pfizer/Wyeth oncology businesses and portfolio.

Dr. Eagle has a wealth of oncology experience. He joined Pfizer Australia in 2001 as part of the medical group. In Australia, his role involved leading and participating in scientific research, regulatory and pricing & re-imbursement negotiations for compounds in therapeutic areas including oncology, anti-infectives, respiratory, arthritis and pain management.

Dr. Eagle has been a Member of Scientific Advisory Board at Generex Biotechnology Corp. since August 2010. He has been a Member of Strategic Advisory Board at Provectus Pharmaceuticals, Inc. since August 2011. He has been a Director of Regenicin, Inc. since September 7, 2010. He has been a Director at Assured Pharmacy Inc. since June 2009.

Dr. Eagle attended Medical School at the University of New South Wales, Sydney, Australia and received his general internist training at Royal North Shore Hospital in Sydney. He completed his hemato-oncology and laboratory hematology training at Royal Prince Alfred Hospital in Sydney. He was granted Fellowship in the Royal Australasian College of Physicians (FRACP) and the Royal College of Pathologists Australasia (FRCPA). After his training, Dr. Eagle performed basic research at the Royal Prince of Wales hospital to develop a new monoclonal antibody to inhibit platelets.

Dr. James H. Anderson, Jr., MD. Dr. Anderson serves as an independent Director.

Dr. Anderson has served as Director of the Company since June 2011. Dr. Anderson has previously served as Chairman of the Corporate Governance and Nominating Committee and a member of the Generex Compensation and Audit Committees, and has served on the Generex Scientific Advisory Board since October, 2010. Dr. Anderson is a diabetologist and endocrinologist who has been in the pharmaceutical industry for over 25 years. He is currently CEO and President of Symcopeia, a private drug discovery and development company focused on new mechanisms of action for the treatment of diabetes mellitus, and diabetes related obesity and cardiovascular diseases. Dr. Anderson also serves as medical director of PTS Diagnostics, a cardiometabolic medical device company. From 2005 to 2009, Dr. Anderson served as Senior Medical Director for Diabetes and Cardiometabolic Medicine with Eli Lilly and Company and had medical responsibility for diabetes and cardiometabolic drug development, and drove the clinical development, registration and launch of two families of diabetes care products, Humulin^® and Humalog. At Eli Lilly, Dr. Anderson contributed to the inventions of the first recombinant DNA produced human insulin analog products, led multiple clinical drug development projects, was responsible for 6 US NDAs and had clinical responsibility for all insulin products worldwide. Dr. Anderson is an elected Fellow of the Faculty of Pharmaceutical Medicine of the Royal Colleges of Physicians of the UK, was a founding board member of the American Association of Pharmaceutical Physicians and is a Fellow of the American College of Endocrinology. Dr. Anderson has been active in the American Diabetes Association and is a member of the International Diabetes Federation, the European Association for the Study of Diabetes, and the Endocrine Society. Dr. Anderson is a founding editorial board member of two journals for diabetes, and serves on the editorial boards or as a reviewer for 5 other diabetes/endocrine journals. Dr. Anderson is a Clinical Associate Professor of Medicine for the Division of Endocrinology and Metabolism at the Indiana University School of Medicine and was awarded an M.D. from the LSU School of Medicine. Dr. Anderson attained the rank of Lieutenant Colonel in the US Army Medical Corps and during his military career, he served as the Chairman, Department of Clinical Investigation at the Army’s largest healthcare center, and Chief of the Medical Division of the US Army Medical Research Institute for Infectious Diseases. The Board believes that Dr. Anderson’s extensive experience in the pharmaceutical industry, his experience in the diabetes and endocrinology fields, combined with his business experience and judgment, provide our Board with valuable scientific and operational expertise.

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Brian T. McGee. Mr. McGee serves as an independent Director.

Mr. McGee has served as director of Generex since 2004.Mr. McGee has served as Chairman of the Generex Audit Committee and a member of the Generex Compensation and Corporate Governance and Nominating Committees. Mr. McGee has been a partner of Zeifmans LLP ("Zeifmans") since 1995. Mr. McGee began working at Zeifmans shortly after receiving a B.A. degree in Commerce from the University of Toronto in 1985. Zeifmans is a Chartered Accounting firm based in Toronto, Ontario. A significant element of Zeifmans’ business is public corporation accounting and auditing. Mr. McGee is a Chartered Accountant. Throughout his career, Mr. McGee has focused on, among other areas, public corporation accounting and auditing. In 1992, Mr. McGee completed courses focused on International Taxation and Corporation Reorganizations at the Canadian Institute of Chartered Accountants and in 2003, Mr. McGee completed corporate governance courses on compensation and audit committees at Harvard Business School. In April 2004 Mr. McGee received his CPA designation from The American Institute of Certified Public Accountants. Mr. McGee has received a certificate in International Financial Reporting Standards issued by The Institute of Chartered Accountants in England and Wales in 2010. The Board believes that Mr. McGee’s knowledge and understanding of accounting and finance, his education and training in accounting and corporate governance, and his extensive experience in the accounting industry.

Are there any family relationships among Generex’s officers and directors?

There are no family relationships among our officers and directors.

What if a nominee is unable or unwilling to serve?

If, for any reason, any of the nominees shall become unavailable for election, the shares represented by proxies may be voted for any substitutes proposed by the Corporate Governance and Nominating Committee and approved by the Board of Directors. At this time, the Board of Directors knows of no reason why any of the nominees might be unavailable to serve.

What if I return my proxy card or submit a proxy by Internet or telephone but do not provide voting instructions with respect to the election of directors?

If you are a stockholder of record and you do not specify your vote on the election of directors when submitting a proxy via the Internet or by telephone, or if you sign and return a proxy card without giving specific voting instructions, the individuals named in the accompanying proxy intend to vote all proxies received by them for the nominees listed above unless otherwise instructed.

If you are a beneficial owner of shares registered in the name of your broker, bank or other nominee and you do not instruct your broker how to vote with respect to the nominees listed above, your broker may not vote with respect to the election of directors.

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What if I do not wish to vote for a particular nominee?

If you do not wish your shares to be voted for any of the nominees, you may so indicate.

How does the Board of Directors recommend that I vote?

We recommend that you voteFOR the election of each of the four nominees named in this proxy statement to the Board of Directors.

The holders of the Company’s Series I Preferred Stock are entitled to vote on the election of members of the Board of Directors, and the holders of the Series I Preferred Stock, as a class, are entitled to cast a number of votes on such proposal equal to fifty percent (50%) of the total number of votes entitled to be cast at the Special Meeting by all other outstanding shares of the Company’s capital stock. The holders of the Series I Preferred Stock have agreed vote in favor of the election of Company management’s slate of directors. 

EXECUTIVE OFFICERS

The following table sets forth information regarding our executive officers. All of our officers and directors took the offices below on January 18, 2017.

Name	Age	Office(s) held
Joseph Moscato	54	Chief Executive Officer, President, Chairman of the Board
Andrew Greene, Esq.	54	Chief Operating Officer, Director
Andrew Ro	47	Chief Investment Officer, Senior VP of Investments, Director
Mark Corrao	59	Chief Financial Officer, Treasurer
Dr. Jason Terrell, MD	36	Chief Scientific Officer, Chief Medical Officer
Mark Fletcher, Esq.	51	Executive Vice President & General Counsel, Secretary
Richard Purcell	57	Senior VP of Research & Drug Development
Dr. Jacob Dagan, PhD	72	Executive Vice President Business Development

Set forth below is a brief description of the background and business experience of each of our current executive officers who are not directors of the Company. The background of executive officers who are also directors is set forth above.

Dr. Jason B. Terrell, MD.Dr. Terrell serves as the Company’s Chief Scientific Officer and Chief Medical Officer.

Dr. Terrell has extensive expertise in the pharmaceutical and medical diagnostic device industry in the areas of business development, clinical trial organization, regulatory affairs and commercialization strategies. Dr. Terrell has served as medical director and chief medical officer for several public and private companies like VolitionRx, a NYSE traded international medical diagnostic company. Dr. Terrell previously served as a Corporate Medical Director for Any Lab Test Now, the nation’s largest direct to consumer medical testing franchise, where he supervised clinical operations for over 70 locations throughout the United States. Dr. Terrell is asumma cum laude graduate from Hardin-Simmons University with a degree in Biochemistry. He graduated as recipient of the Holland Medal of Honor for the top graduate in the School of Science and Mathematics. Dr. Terrell was honored with the Hardin-Simmons University Outstanding Young Alumni Award and currently serves on the University’s Board of Development. Dr. Terrell attended The University of Texas School of Medicine in Houston and received General Medicine Internship and Pathology Residency training at the Texas Tech University Health Sciences Center.

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Dr. Jacob Dagan, Ph.D. Dr. Dagan serves as the Company’s Executive Vice President, Business Development.

Dr. Dagan is a senior executive, with more than 25 years of proven success, in: healthcare management, corporate and product development, in the US. Combining extensive experience, in operations, marketing, sales and hospital management, with strong bio medical scientific skills. In 2005 founded with partners ProMed Capital, LLC, an investment organization investing in Israeli medical device startups. Since 2006 invest in eight companies, and six more are in the pipe line. In each company, hands on involvement as active manager, board member or chairman of the board. Continues to own and operate Medical Service Options (MSO-Israel). Member on the Board of Governors of the Technion-Israel Institute of Technology.

In 2013 founded three startups and applied for patent protection for each, covering the fields of New Laser printer, Orthodental brace for bone stimulation and an oral drug delivery device. In 2015 moved back to the USA and started MSO-USA, involved as CEO of two Israeli startups, Meditemp and AlfaRhythm. In 2016 started a corporation for contract development and manufacturing of medical and health related lasers. Currently acts as CEO of a multi-specialty surgical corporation in the City of New York.

Past Director of BioMedical Engineering at Sheeba Medical Center and Associate Professor of Bio-Medical Engineering at Tel Aviv University. Held senior management positions with Sharplan Lasers, developing the field of applications of Lasers in Medicine. Has been involved in fund raising and strategy consulting to Bio-Medical, Bio-Technology companies and on the Board or in operating responsibilities of several start-ups in Israel and the USA.
Received Doctorate from Columbia University focusing on Nuclear Medicine applications in Cardiology B.Sc in Mechanical and Nuclear Engineering and an MSc in Nuclear Sciences from the Technion, Israel Inst. of Technology.

Richard Purcell.Mr. Purcell serves as the Company’s Senior Vice-President of Research & Drug Development.

Mr. Purcell has over 30 years of experience in consulting and advising emerging biopharmaceutical and technology companies on new business strategy, operations management, clinical development of novel compounds, data solutions for clinical and medical applications, patient engagement & communication, medical education for professionals and consumers, and data analytics for outcomes research. Mr. Purcell oversaw strategic planning, clinical operations, data management, regulatory filings, and R&D and was involved with business development and out-licensing activities for the company’s technology platform.

He started his career as a molecular biologist, where he developed and patented a second generation TPA with increased half-life. He also worked at a major pharmaceutical company where he conducted primary research and published several manuscripts on the topics of AIDS and immunomodulators. Mr. Purcell also headed the Life Sciences Consulting Group for Kline and Company, where he conducted market, technology and business analysis for the commercial development of pharmaceutical and biotechnology products for therapeutic and diagnostic applications.

Rich graduated with a degree in Biochemical Sciences from Princeton University, and attended Rutgers Graduate School of Management majoring in marketing and finance. He is a member of NJTC, HIMSS, the Patient-Centered Primary Care Collaborative, the Drug Information Association and the Licensing Executives Society. He is also an Adjunct Professor of Biology at Monmouth University where he developed and teaches The Business of Biotechnology.

Mark Corrao. Mr. Corrao serves as the Company’s Chief Financial Officer, Treasurer.

Mr. Corrao has experience in financial management with a proven track record of raising capital and extraordinary bottom line management. He has been involved in the initial registration of numerous public companies and subsequent SEC quarterly and annual reporting and has developed, authored and presented numerous business plans and models inclusive of budgets, forecasts, cash flow, cash management and investment strategies. From 2012 to present he has been a Managing Director and CFO of The Mariner Group LLC, which has merged with the CFO Squad, creating a much larger and diverse multi-talented organization. The CFO Squad is a financial and business advisory firm providing outsourced and part-time CFO services for emerging to midsized companies (both private and public) in a wide range of businesses and industries. He has been the Chief Financial Officer and a director for a pharmaceutical company specializing in the research and development of novel and new therapeutic agents designed to reduce oxidative stress and act as immune modulators and Neuroprotectants. From 2010-12, he served as Chief Financial Officer of New York Business Efficiency Experts, Inc. which provides professional services in the financial areas of accounting, taxation, auditing, venture capital and SEC registrations (reporting). He served as a Director and Chief Financial Officer for a manufacturer of proprietary software for the prevention of identity theft and the protection of computer systems from unauthorized access. Additionally, Mr. Corrao is currently the CFO for a software company.

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Mark A. Fletcher, Esq. Mr. Fletcher serves as the Company’s Executive Vice President & General Counsel, Secretary.

Mr. Fletcher served as our President and Chief Executive Officer from September, 2010 through January 17, 2017. Mr. Fletcher served as a member of the Board of Directors from March 2011 through January 17, 2017. Mr. Fletcher was our Executive Vice-President and General Counsel from April, 2003 until September, 2010, and he resumed those roles as of January 17, 2017. Prior to joining Generex, Mr. Fletcher was engaged in the private practice of law as a partner at Goodman and Carr LLP, a leading Toronto law firm. Mr. Fletcher was previously a partner at Brans, Lehun, Baldwin LLP, a law firm in Toronto. Mr. Fletcher received his LL.B. from the University of Western Ontario in 1989 and was admitted to the Ontario Bar in 1991.

INDEPENDENCE AND COMPENSATION OF DIRECTORS

Director Independence

The Board of Directors currently consists of seven members, four of whom are “independent” as defined under applicable rules of the SEC and The Nasdaq Stock Market LLC. The independent members of the Board of Directors are:

• Dr. James Anderson, Jr., MD

• Dr. Craig Eagle, MD

• Brian T. McGee

• Dr. Gary Lyman, MD, MPH

• During the fiscal year ended July 31, 2016, and prior to January 17, 2017, the board consisted of three members, Mr. McGee, Dr. Anderson, and Mark Fletcher. Mr. Fletcher, our former CEO and now our Executive Vice-President and General Counsel, was not independent.

For a director to be considered independent, the Board must determine that the director has no relationship which, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

All members of the Audit Committee, the Compensation Committee and the Corporate Governance and Nominating Committee must be independent directors under NASDAQ rules. Members of the Audit Committee also must satisfy a separate SEC independence requirement, which provides that they may not accept directly or indirectly any consulting, advisory or other compensatory fee from the Company or any of its subsidiaries other than their directors’ compensation. In addition, under SEC rules, an Audit Committee member who is an affiliate of the issuer (other than through service as a director) cannot be deemed to be independent.

Due to the Company’s exceptional circumstances throughout fiscal 2016, including the attrition of directors over the last two fiscal years and the Company’s limited operations and diminished financial condition, the Board’s established standing Audit Committee, Compensation Committee and Corporate Governance and Nominating Committee ceased functioning as such during fiscal year 2016. During that year, and through January 17, 2017, the full Board acted in the capacity of these committees as necessary, except to the extent that Mr. Fletcher abstained from determinations regarding executive compensation for the principal executive officers.

We have not re-constituted our Compensation Committee or Corporate Governance and Nominating Committee since the changes in our management and addition of directors on January 17, 2017. We anticipate reconstituting these committees shortly after the Special Meeting. Our Audit Committee consists of Mr. McGee, Mr. Greene and Mr. Ro. Mr. Greene and Mr. Ro are not independent, and therefore the Company is non-compliant with the Nasdaq audit committee rules at his time. The Company expects to appoint other independent directors to the Audit Committee and remove Messrs. Ro and Greene from the Audit Committee shortly after the Special Meeting, to enable the Audit Committee comply with audit committee independence rules in time to review the company’s financial statements and Annual Report on Form 10-K for the fiscal year ending July 31, 2017.

Non-Employee Directors' Compensation

Our non-employee directors waived all compensation in our last fiscal year in light of our financial condition; thus, no cash or other compensation was paid to any of our directors in the fiscal year ended July 31, 2016.

Directors who are officers or employees of Generex or its subsidiaries do not receive separate consideration for their service on the Board of Directors. The compensation received by Mr. Fletcher as an employee of Generex is shown in the Summary Compensation Table elsewhere in this proxy statement. The compensation received by our former director Dr. von Hofe as an employee of our subsidiary Antigen Express, Inc. is shown in the Director Compensation Table below under “All Other Compensation”.

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Fiscal Year 2016 Director Compensation Table

Name	Fees Earned or Paid in Cash		Stock Awards(1)		Option Awards(2)		All Other Compensation			Total
Brian T. McGee	$	0	$	0	$	0	$	0		$	0
Dr. James H. Anderson, Jr., MD	$	0	$	0	$	0	$	0		$	0
Dr. Eric von Hofe, PhD	$	0	$	0	$	0	$	■	(3)	$	■

(1) There were no restricted stock awards to directors in fiscal year 2016.

(2) There were no incentive stock options granted to the directors in fiscal 2016. At fiscal year-end 2016, the total number of stock options held by each non-employee director was as follows: Mr. McGee (3,241) and Dr. Anderson (3,565). Dr. von Hofe, who is an employee of our subsidiary Antigen Express, held 12,085 options at fiscal year-end 2016.

(3) Represents employment income earned as president of Antigen Express, Inc. for the fiscal year ended July 31, 2016. On October 26, 2015, the Board of Directors approved stock option grants to certain of Company’s executive officers, including Dr. von Hofe, in full and final payment of the Company’s obligation to pay deferred salary as of October 15, 2015. Dr. von Hofe received options exercisable for 7,610,911 shares at $0.001 per share, in exchange for $60,887 in accrued salary. The options were fully vested upon issuance and exercisable for five years after issuance.

In March, 2017, we implemented a 1 for 1,000 reverse stock split of our common stock. All share numbers in this proxy statement have been adjusted and are presented on a post-reverse stock split basis.

Following the Special Meeting, the Board of Directors will repopulate its Compensation Committee which will review and approve a compensation program for the Company’s non-employee directors in respect of the fiscal years ending July 31, 2017 and 2018, which compensation program will be disclosed in a Form 8-K Current Report filed by the Company with the SEC.

CORPORATE GOVERNANCE

Code of Ethics

Generex has adopted a code of ethics that applies to its directors and the following executive officers: the President, Chief Executive Officer, Chief Financial Officer (principal financial/accounting officer), Chief Operating Officer, any Vice-President, Controller, Secretary, Treasurer and any other personnel performing similar functions. We also expect any consultants or advisors whom we retain to abide by this code of ethics. The Generex Code of Ethics has been posted on Generex's Internet web site -www.generex.com.

Board Structure; Risk Oversight; Risk Assessment of Compensation Policies and Practices

The business affairs of Generex are managed under the direction of our Board of Directors. The Board is actively involved in oversight of risks that could affect Generex. In the past, this oversight was conducted primarily through the separate standing committees of the Board. In fiscal 2016, due to the Company’s then exceptional circumstances, including the attrition of directors over the last two fiscal years and the Company’s limited operations and diminished financial condition, the Board’s established standing Audit Committee, Compensation Committee and Corporate Governance and Nominating Committee ceased functioning. Thus, the full Board has retained responsibility for oversight of risks. The Board satisfies this responsibility through regular reports directly from officers responsible for oversight of particular risks within Generex. The Board believes its administration of its risk oversight function has not affected the Board's leadership structure. We have not re-constituted our Compensation Committee or Corporate Governance and Nominating Committee since the changes in our management and addition of directors on January 17, 2017. We anticipate reconstituting these committees shortly after the Special Meeting. Our Audit Committee consists of Mr. McGee, Mr. Greene, and Mr. Ro. Mr. Greene and Mr. Ro are not independent, and therefore the Company is non-compliant with Nasdaq the audit committee rules at his time. The Company expects to appoint other independent directors to the Audit Committee and remove Messrs. Ro and Greene from the Audit Committee shortly after the Special Meeting, to enable the Audit Committee comply with the Nasdaq audit committee independence rules in time to review the company’s financial statements and Annual Report on Form 10-K for the fiscal year ending July 31, 2017.

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 Board Meetings; Board Committees

During the fiscal year ended July 31, 2016, the Board of Directors did not meet or take action by consent other than in connection with filing of the Company’s Annual Report on From 10-K for the fiscal year ended July 31, 2015 and to issue options to executives in lieu of accrued compensation, as discussed below underExecutive Compensation. No Board committees held meetings in fiscal 2016.

Audit Committee

During fiscal 2016, the full Board acted as the Audit Committee. We have recently re-constituted the Audit Committee with Mr. McGee as Chairman, Mr. Ro, and Mr. Greene.

The Audit Committee reviews and discusses with Generex's management and its independent auditors the audited and unaudited financial statements contained in Generex's Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. Although Generex's management has the primary responsibility for the financial statements and the reporting process, including the system of internal controls and disclosure controls and procedures, the Audit Committee reviews and discusses the reporting process with management on a regular basis. The Audit Committee also discusses with the independent auditors their judgments as to the quality of Generex's accounting principles, the reasonableness of significant judgments reflected in the financial statements and the clarity of disclosures in the financial statements, as well as such other matters as are required to be discussed with the Audit Committee under generally accepted auditing standards. Our Board of Directors has determined that at least one person, Mr. McGee, serving on the Audit Committee is an "audit committee financial expert" as defined under Item 407(d)(5)(ii) of Regulation S-K. The Audit Committee has adopted a written charter, A copy of the Audit Committee Charter is attached asAppendix A to this proxy statement.

Compensation Committee

In fiscal 2016, the full Board assumed the responsibilities of the Compensation Committee except that Mr. Fletcher did not participate in determinations regarding the compensation to be paid him in his role as a named executive officer of the Company.

 The Compensation Committee had responsibility for reviewing and recommending to the Board of Directors compensation programs and policies for our President and Chief Executive Officer, our Chief Operating Officer and Secretary, and our Chief Financial Officer and Treasurer, who comprised Generex’s executive management team during fiscal 2016.

The Compensation Committee does not delegate its authority. Executive officers (other than Mr. Fletcher) do not attend meetings of the Compensation Committee. The Compensation Committee does not have a charter. It has the authority to use a compensation consultant to assist the Compensation Committee in the evaluation of the compensation of our executive management team and other executive officers and to consult with other outside advisors to assist in its duties to the Company, but in fiscal 2016 it did not engage any compensation consultants or engage in benchmarking activities. The Compensation Committee does not have a written charter.

Corporate Governance and Nominating Committee

In fiscal 2016, we did not have a separate standing Corporate Governance and Nominating Committee, and no action was taken by the full Board functioning as the Committee.

The Corporate Governance and Nominating Committee will consider candidates whom the stockholders of Generex put forward. The name, together with the business experience and other relevant background information of a candidate, should be sent to Mark Fletcher, Secretary of Generex, at Generex’s offices located at 4145 North Service Road, Suite 200, Burlington, Ontario, Canada L7L 6A3. Mr. Fletcher will then submit such information to the chair of the Corporate Governance and Nominating Committee for the Committee’s review and consideration. The process for determining whether to nominate a director candidate put forth by a stockholder is the same as that used for reviewing candidates submitted by directors. After full consideration, the stockholder proponent will be notified of the decision of the committee.

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The Corporate Governance and Nominating Committee is responsible for seeking to identify director candidates with the highest personal and professional ethics, integrity and value and diverse experience in business, finance, pharmaceutical and regulatory matters, and other matters relevant to a company such as Generex and who have sufficient time to devote to the company’s affairs. The charter of the Corporate Governance and Nominating Committee sets forth the policy with regard to the consideration of diversity in identifying director nominees and calls for periodic review of director recruitment and selection protocols so that diversity remains a component of any director search. The Corporate Governance and Nominating Committee is charged with developing a formal list of qualifications for members of the Board of Directors as mandated by its charter and criteria to assist the Board in attaining diversity of background and skills in director candidates, but the Committee has yet to develop such a list or criteria. To date, the Corporate Governance and Nominating Committee has not engaged any third party to assist it in identifying director candidates.

In accordance with our bylaws, the Board of Directors is permitted to increase the number of directors and to fill the vacancies created by the increase until the next annual meeting of stockholders.

Director Nominations by Stockholders

Any stockholder entitled to vote for the election of directors may nominate a person for election to the Board of Directors at an annual meeting of stockholders. Any stockholder wishing to do so must submit a notice of such nomination in writing to the Secretary of Generex at Generex’s offices located at 4145 North Service Road, Suite 200, Burlington, Ontario, Canada L7L 6A3not less than 60 nor more than 90 days prior to such annual meeting. In the event that less than 70 days’ notice or prior disclosure of the date of the meeting is given or made to stockholders, notice of nomination by a stockholder to be timely must be received not later than the close of business on the 10th day following the day on which such notice of the date of the meeting was mailed or such public disclosure was made. The stockholder's notice of nomination must provide information about both the nominee and the nominating stockholder, as required by Generex's bylaws. A copy of these bylaw requirements will be provided upon request in writing to Mark Fletcher, Secretary of Generex, at Generex’s offices located at 4145 North Service Road, Suite 200, Burlington, Ontario, Canada L7L 6A3.

Communications with Directors

Interested parties who wish to make any concerns known to non-management directors may submit communications at any time in writing to: Mark Fletcher, Secretary of Generex, Generex Biotechnology Corporation, at Generex’s offices located at 4145 North Service Road, Suite 200, Burlington, Ontario, Canada L7L 6A3. The Secretary will determine, in his good faith judgment, which communications will be relayed to the non-management directors.

EXECUTIVE COMPENSATION

Compensation, Discussion & Analysis

Compensation Philosophy

We did not have sufficient resources to pay any cash compensation to our named executive officers in fiscal 2016 (other than the period from August 1, 2015 through October 23, 2015) or subsequently through the date of this Proxy Statement, and did not pay compensation of any kind to our executive officers in fiscal 2016 other than salaries for the period from August 1, 2015 through October 23, 2015 and certain options issued in October, 2015, in satisfaction of accrued and unpaid salary, as discussed in detail below.

The following discussion of our philosophy assumes we have the resources to follow that philosophy.

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We are a development stage company focused on research, development, and commercialization of our proprietary drug delivery platform for administration of large molecule drugs to the oral cavity through a hand-held aerosol spray applicator. We are in the process of developing proprietary formulations of drugs that can be delivered through an oral spray thereby eliminating the need for injections and have focused on our Oral-lyn™ insulin formulation, which is administered as a spray into the oral cavity. Our majority owned subsidiary, Hema Diagnostic Systems, LLC, markets and distributes rapid test devices for infectious diseases. We also have a subsidiary, Antigen Express, which focuses on developing proprietary immuno-medicines.

In addition to our existing businesses, our strategic plan is to acquire full ownership, or controlling interests, in companies with promising pharmaceutical and related products in development.

As a development stage company, our future depends on the ability of our executives to obtain necessary regulatory approvals to launch products in key markets such as the United States, Canada, and Europe, as well as furthering the development of products in our pipeline through the clinical trial and regulatory processes. Attracting, retaining, and motivating key executives who can lead Generex through these processes is critical to our success. We have a small executive team that works together closely. Our executives perform multiple roles and need to be able to respond to changing market dynamics quickly.

For these reasons, we seek to ensure that our compensation programs are competitive with similarly sized companies with which we compete for executive talent. The goals of our executive compensation program are to attract and retain top executives, to motivate executives to achieve our business objectives, to align executive and shareholder interests, and to recognize individual contributions and overall business success.

The Compensation Committee of the Board of Directors evaluates the types and amounts of compensation that it believes are appropriate for our policy making executives. We refer herein to these executives as the “named executives.” In prior years, before our recent change in management, we identified our President and Chief Executive Officer, Chief Operating Officer and Chief Financial Officer as our named executives. We have also included Dr. von Hofe, the President of our subsidiary, Antigen Express. We expect to reassess this when our Compensation Committee is re-formed.

In addition to the compensation of our named executives, the Compensation Committee also reviews and approves the compensation of members of our senior management.

Historically, the key components of our executive compensation have been base salary, cash bonuses, and equity incentives, including stock bonuses, restricted stock, and stock options awarded at the discretion of our Compensation Committee and Board of Directors. As a development stage company, we have reviewed compensation of our named executives annually and at the discretion of the Compensation Committee as warranted by our financial condition and achievement of our business goals. While the elements of compensation are considered separately, the Compensation Committee ultimately considers the value of the total compensation package provided to the individual named executive.

The Compensation Committee believes the company’s compensation program must take into account the following factors:

• past levels of compensation adjustments;

• the expected transition of the company from a development stage company to an operating company;

• the nature of the regulatory approval process for the Company’s products; and

• the potential for growth of the company in the event that regulatory approvals are obtained.

In fiscal 2016, the Compensation Committee did not implement any changes to base salaries for any of the named executives and did not award any equity incentive awards or cash bonuses to the named executives during fiscal 2016 for fiscal 2015 performance and contributions. The Compensation Committee has not made any determinations as to compensation or equity awards for the named executives with respect to performance or contributions for the fiscal year ended July 31, 2016.

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In administering the executive compensation program, our Compensation Committee has relied upon market data provided on a periodic basis by external consultants, as well as its own understanding and assessment of executive compensation trends. In its consideration of compensation for the named executives, the Compensation Committee has reviewed compensation data for pharmaceutical and biotechnology companies in the past, market data provided by external compensation consultants, compensation data compiled by a third-party compensation data firm and publicly available executive compensation data for publicly traded companies.

Use of Compensation Consultant and Benchmarking

In the fiscal year ended July 31, 2016, the Compensation Committee did not engage any compensation consultants or engage in benchmarking activities. The Compensation Committee last undertook a comprehensive review of compensation and engaged a compensation consultant in November 2009.

Determination of Compensation

In prior years, the Compensation Committee typically made compensation determinations, including any increases in base salary for the next calendar year and any bonuses in respect of the prior fiscal year, before or during the first calendar quarter of each year. The Compensation Committee followed such a schedule in order to eliminate the need to award retroactive salary increases. In addition, the Compensation Committee has typically reviewed compensation arrangements in the first calendar quarter to ensure that compensation levels are appropriate in light of Generex’s financial position and performance at that time. Due to the financial position of the Company, the Committee did not follow such a schedule in fiscal 2016, as there were no salary changes or bonus awards made. The company last made changes and awarded bonuses prior to the end of fiscal 2013. Because of the Company’s financial position, no increases were made to base salary, nor were any cash bonuses or stock incentive awards granted to the named executives during fiscal 2015 or 2016.

Components of Compensation

Base Salary

Base salary provides a fixed amount of compensation necessary to retain key executives. It is guaranteed compensation to the named executives for performance of core duties. Historically, base salaries for the named executives may be adjusted upon recommendation by the Compensation Committee and ratification by the Board of Directors, and annual base salaries for the named executives have been reviewed periodically relative to the base pay levels for each executive’s position based on the peer group. The Compensation Committee last undertook such a review in November 2009. Levels of base salary were generally targeted at the market’s second quartile (51% – 75%), but also reflect the compensation goals adopted by the Compensation Committee, operational goals determined by management, the named executive’s individual performance, contribution of the named executive to overall corporate performance, and the level of responsibility of the named executive with respect to his or her specific position. The level of base salary also reflects multiple titles and additional responsibilities of the named executives driven by the operational needs of the company.

Cash Bonuses

Historically, performance-based compensation has been a key component of our compensation philosophy. In the past, cash bonuses have been provided to attract, motivate, and retain highly qualified executives on a competitive basis and provide financial incentives that promote company success. From time to time in the past, the Compensation Committee has granted bonuses to reward achievement relative to specific performance objectives. In awarding bonuses, the Compensation Committee considers various factors, including the named executive’s position within Generex, attainment of specific business objectives and performance milestones, and the named executive’s individual contributions thereto. The Committee exercises discretion with respect to the weight that it gives to these and other factors in determining bonuses. The Compensation Committee also retains discretion with respect to whether any bonuses are paid to the named executives, the amounts of any such bonuses, and the form of any such bonuses.

The Compensation Committee did not grant or accrue any bonuses in fiscal 2016, with respect to the fiscal year ended July 31, 2015, in consideration of the financial position of the Company.

Long-Term Incentives and Equity Awards

Historically, our compensation program has included long-term incentive compensation in the form of equity grants subject to a vesting schedule. We believe such incentive compensation further aligns the interests of management with those of stockholders and enhances shareholder value. Currently, we do not have any long-term cash incentive programs in place for the named executives.

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Long-term equity incentive grants have been discretionary. In determining whether such grants are warranted, the Compensation Committee has considered our compensation strategy, market practice concerning long-term incentives provided to executives at peer companies and within the broader market, and the named executive’s specific roles within Generex. Typically, equity incentive awards were granted subject to vesting over a period of time and were not tied to specific performance measures.

Equity grants have historically been made through stock options under our various plans, including Generex’s 2001 Stock Option Plan, as amended, and the Amended and Restated 2006 Stock Plan, which also allows grants of restricted stock. We consider the costs to the Company of granting stock options under Statement of Financial Accounting Standard (SFAS) 123(R) as compared to the costs to named executives of higher income tax liabilities associated with the granting of restricted stock.

There were no discretionary awards of options to purchase shares of our common stock to our named executives in fiscal 2016, with the exception of the following. The Company granted options to purchase, in the aggregate, 15,393,363 shares of our common stock to the named executives and Dr. von Hofe in full and final payment of obligations to pay such individuals deferred salary accrued during up to October 15, 2015. The options were issued in lieu of cash payment of compensation amounts due to such individuals. The number of options granted to each individual was equal to the dollar amount of deferred salary or fees due to such individual divided by $0.015. The stock options had an exercise price equal to $0.001 per share and were made pursuant to the terms of the Company's 2006 Stock Plan. The options were fully vested at on October 26, 2015 and will expire on the fifth anniversary of the date of grant. The grants were valued at the amount of deferred compensation owed to each such individual.

The number of options that the Compensation Committee recommended, and the Board of Directors approved, in respect of the above salary deferrals to the named executives described above were as follows:

Named Executive	No. of Shares Underlying Options
Mr. Fletcher	4,448
Mr. Fellows	1,668
Dr. von Hofe	7,611
Dr. Brusegard	1,668

Benefits and Perquisites

Named executives may participate in benefit plans that are offered generally to salaried employees such as short and long term disability, health and welfare benefits, and paid time off.

We provide very limited perquisites. During fiscal 2016, we did not provide any material perquisites.

We do not offer deferred compensation plans, defined benefit plans, supplemental executive retirement plans, supplemental life insurance, benefit restoration plans, or tax gross-ups on change-in-control benefits.

Employment and Severance Agreements

We do not have employment agreements, plans or arrangements, with any of our named executives whether written or unwritten, relating to compensation, termination of employment or a change in control. There are no benefits currently made available to our named executives which are in addition to benefits available generally to salaried employees.

We anticipate entering into employment agreements with all of our officers following the Special Meeting. We expect the employment agreements to provide for cash compensation as well as significant equity awards and incentives.

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Other Benefit Plans

We have no defined benefit or actuarial pension plans.

As of the end of fiscal 2016, each of the named executives employed by the Company at that time held stock options or restricted stock granted pursuant to either the 2001 Stock Option Plan or the 2006 Stock Plan. The 2001 Plan provides that outstanding options will become immediately exercisable and vested upon a change in control, unless the Board of Directors or its designee determines otherwise. In the event that Generex will not be the surviving corporation, the Board or its designee has flexibility under the 2001 Plan to determine how to treat stock options. The 2001 Plan does not condition the acceleration and vesting of stock options in such an event upon an option holder’s termination of employment; however, the terms of the 2001 Plan provide that, unless otherwise provided by the Board or its designee, an option holder can exercise outstanding options after the date of his or her termination of employment only if the option holder voluntarily terminated employment with Generex or was terminated without cause by Generex. Under the terms of the 2006 Plan, unvested stock options and restricted stock will become exercisable or unrestricted, as applicable, thirty days prior to the change-in-control event and such acceleration is not conditioned upon the termination of a participant’s employment with Generex. The 2006 Plan further provides that if Generex is not the surviving corporation as a result of a change in control, all outstanding options that are not exercised will be assumed by, or replaced with comparable options or rights by, the surviving corporation, and outstanding grants of restricted stock will be converted to similar grants of equity in the surviving corporation.

Tax and Accounting Considerations

Historically, the Compensation Committee has considered implications of tax and accounting requirements impacting compensation programs from the perspective of the Company and the individual named executives. The Compensation Committee may also consider sections of the tax code which impact Generex or individual taxpayers. For U.S. taxpayers, the Committee structures its programs to comply with Section 409A of the Internal Revenue Code.

Given the high individual income tax liabilities which result from the awarding of restricted stock to our executives who are all tax residents of Canada, the Compensation Committee expects to grant future equity awards in the form of stock options for the foreseeable future.

Compensation Committee Report

The full Board of Directors of Generex Biotechnology Corporation performing the functions of the Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the full Board of Directors commended and determined that the Compensation Discussion and Analysis be included in Generex’s Annual Report on Form 10-K for the year ended July 31, 2016 and in the proxy statement for the 2017 annual meeting.

THE BOARD OF DIRECTORS

Executive Compensation Tables

The following executive compensation tables pertain to the fiscal year ended July 31, 2016. Therefore, the tables contain information relating to the named executives who served as of the fiscal year end and refer to the positions held by such named executives as of July 31, 2016.

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 Summary Compensation Table

The following table provides information concerning compensation of Generex’s named executives for Generex’s last completed fiscal year ending July 31, 2016. In respect of that fiscal year, the named executives did not receive compensation in the form of non-equity incentive plan compensation or changes in pension value or non-qualified deferred compensation earnings. Therefore, the table below does not include columns for these types of compensation. The salaries indicated below represent the actual cash amounts paid. The Company did not have sufficient funds to pay the previously agreed upon base salaries. Option exercisable at $$1.00 per share (adjusted for the subsequent 1 for 1,000 reverse stock split) were issued in lieu of cash compensation

Name and Principal Position	Year			Salary			Bonus		Stock Awards		Option Awards			All Other Compensation		Total
Mark A. Fletcher, President	2016		$	71,462	(1)	$	—	$	—	$	70,193	(3)	$	—	$	70,193
Chief Executive Officer	2015	(1)	$	■	(4)		—		—	$	[]			—	$	■
	2014		$	■	(1)		__		__	$	65,384			__	$	■
Stephen Fellows,	2016		$	39,000	(2)		—		—	$	26,477	(3)		—	$	26,477
Chief Financial Officer	2015	(3)	$	■	(5)		—		—	$	82,212			—	$	■
	2014		$	■	(5)		__		__	$	24,519			__	$	■
David Brusegard,	2016		$	39,000(2)			—		—	$	26,477	(3)		—	$	■
Chief Operating Officer	2015		$	■	(5)		—		—	$	82,212			—	$	■
	2014		$	■	(5)		__		__	$	24,519			__	$	■

*Cash compensation is stated in the table in U.S. dollars. To the extent any cash compensation was paid in Canadian dollars, it has been converted into U.S. dollars based on the average Canadian/U.S. dollar exchange rate for the years ended July 31, 2016 and 2015.

(1)	This amount reflects an annualized base salary of $285,848.
(2)	This amount reflects an annualized base salary of $150,000.

(3)	This amount reflects the options set forth in the table below.
(4)	Agreed base salary was $475,000 in 2015. The amount reflects a car allowance of approximately $10,000 USD per year paid to the executive in Canadian currency
(5)	Agreed base salary was $225,000 in 2015 and 2016.

The following table provides information about the option awards granted to the named executives in the fiscal year ended July 31, 2016, including: (1) the grant date; (2) the number of shares underlying stock options awarded to the named executives, (3) the exercise price of the stock options awarded or extended, and (4) the grant date fair value of each equity award computed in accordance with FASB ASC Topic 718.  

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Name	Grant Date	Number of Securities Underlying Options (#)			Exercise Price or Base Price of Option Awards ($/Sh)			Grant Date Fair Value of Option Awards
Mark Fletcher, President & Chief Executive Officer	October 26, 2015		4,448	(1)	$	1.00	(2)	$	0.015	(3)
Stephen Fellows, Chief Financial Officer	October 26, 2015		1,668	(1)	$	1.00	(2)	$	0.015	(3)
David Brusegard, Chief Operating Officer	October 26, 2015		1,668	(1)	$	1.00	(2)	$	0.015	(3)

(1)	The options were granted on October 26, 2015 pursuant to the terms of our 2006 Stock Plan in satisfaction of unpaid compensation. The options vested on issuance.
(2)	Prior to adjustment for our reverse stock split, the options had an exercise price equal to the par value of the Company’s stock.

(3) The options are being issued in lieu of cash payment of deferred salary amounts due to such individuals.  The executives listed above previously agreed to defer a portion of their salaries in an effort to assist the Company with its cash flow requirements.    The stock options have an exercise price equal to $0.001 per share. The options awarded became fully vested on October 26, 2015 and shall expire on the fifth anniversary of the date of grant, subject to earlier termination under the terms set forth in the 2001 Stock Plan or 2006 Stock Plan, as applicable.

Other Benefit Plans

We have no defined benefit or actuarial pension plans.

Outstanding Equity Awards at 2016 Fiscal Year-End

The following table provides information on the current holdings of stock options by the named executives. This table includes unexercised and unvested option awards as of July 31, 2016. Each equity grant is shown separately for each named executive. The vesting schedule for each outstanding award is set forth in the footnotes to the table. We do not have any current “stock awards” or “equity incentive plans” referred to in Regulation S-K Item 402(p)(2); thus, the columns relating to stock awards and equity incentive awards are not included in the table below.

	Option Awards
Name	Grant Date	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable		Option Exercise Price ($)(2)		Option Expiration Date
Mark E. Fletcher, President and Chief Executive Officer	3-8-2010	300(1)(2)	0	$	640		3-8-2020
Stephen Fellows Chief Financial Officer	3-8-2010	250(1)(2)	0	$	640	0	3-8-2020

(1) These options were granted on March 8, 2010 (pre-reverse stock split). The grants were made pursuant to the terms of our 2006 Stock Plan. The exercise price per share is equal to the closing price of Generex common stock on March 8, 2010. The options vested as follows: 33% of the options were exercisable on the date of grant; 33% of the options became exercisable on August 1, 2010, and the remaining 33% of the options became exercisable on August 1, 2011.

(2) Adjusted for our 1 for 1,000 reverse stock split.

Compensation Elements; Employment Agreements and Agreements Providing Payments Upon Retirement, Termination or Change in Control for Named Executives

Historically, the key components of our executive compensation have been base salary, cash bonuses, and equity incentives, including stock bonuses, restricted stock, and stock options awarded at the discretion of our Compensation Committee and Board of Directors. As a development stage company, we have reviewed compensation of our executive management team from time to time and at the discretion of the Compensation Committee when warranted by our financial condition and achievement of our business goals.

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APPROVAL OF AN AMENDMENT TO GENEREX’S RESTATED CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK

(Item 2 on the Proxy Card)

What am I voting on?

 You are voting on an amendment to our restated certificate of incorporation. On April ■, 2017, our Board of Directors adopted a resolution that authorizes, subject to stockholder approval, an amendment to our restated certificate of incorporation to increase our authorized common stock, $0.001 par value per share, from 2,450,000 shares to 750,000,000 shares. The additional common stock to be authorized by adoption of this amendment would have rights identical to our currently authorized and outstanding common stock. The number of authorized shares of our preferred stock, 1,000,000 shares, will not be affected by this amendment. The complete text of the increase in authorized capital resolution and amendment is set forth asAppendix B to this proxy statement. If this proposal is approved, the amendment will become immediately effective upon its filing with the Secretary of State of Delaware.

 Why is the amendment necessary?

As of April ■, 2017, of the 2,450,000 shares presently authorized under our restated certificate of incorporation, ■ shares of common stock were issued and outstanding.

In addition to the issued and outstanding shares, we have obligations to issue:

• 1,200,000 shares of common stock upon conversion of our outstanding Series H Preferred Stock issued on March 28, 2017, and up to an additional 44,800,000 shares of common stock upon conversion of additional shares of Series H and Series I Preferred Stock which may be issued pursuant to a Securities Purchase Agreement we entered into on March 28, 2017. These transactions are described below under “Certain Transactions” beginning on page ■; and

• up to 15,000,000 shares of common stock pursuant to a stock purchase warrant issuable in connecting with the January 17, 2017 acquisition of a controlling interest in Hema Diagnostic Systems, LLC.

Also, pursuant to a Letter of Intent with Emmaus Life Sciences, Inc., in connection with the acquisition of 51% of Emmaus’ common stock we would issue between 17,916,667 and 56,578,947 shares of our common stock, depending on the value of our common stock on the closing date.

We do not have sufficient authorized shares available to meet the above obligations.

In addition to meeting the above obligations, our Board of Directors believes that the proposed increase in the number of authorized shares of common stock will provide us with greater flexibility to use our common stock for general corporate purposes such as: 

• funding all or some of our operating cash flow requirements;

• funding research and development, including clinical studies;

• strategic relationships and joint ventures;

• funding capital projects and investments; and

• providing equity incentives to employees, officers and directors.

Other than in connection with the proposed Emmaus transaction, we have no immediate requirements to use large numbers of shares of common stock to fund any financing, acquisition, strategic venture or capital project. However, our ability to do so could be constrained by the limited number of shares of common stock currently available. The currently limited number of shares of common stock that remain available for issuance under our restated certificate of incorporation, and the requirement to obtain stockholder approval for any increase in the authorized shares of common stock, could impact our ability to effect financings, acquisitions or strategic ventures as quickly as may be necessary, particularly in situations where we may face immediate funding needs or intense competition with other bidders, and could constrain our ability to obtain prompt access to capital markets as and when needed in the future. As the Company has historically relied on financing to fund its operations, the Company’s ability to continue operations could be adversely impacted if shareholders do not approve the increase in the number of authorized shares. Our Board of Directors believes that Generex’s ability to act in a timely and flexible manner is important to its competitive position.

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Approval of the proposed increase in the number of authorized shares would allow our Board of Directors to authorize the issuance of common stock without waiting for the next meeting of stockholders in order to increase the authorized capital. If, for any particular transaction, stockholder approval were required by law or otherwise deemed advisable by the Board of Directors, then the matter would be referred to the stockholders of Generex notwithstanding approval of the proposed increase in the number of authorized shares of common stock.

If the stockholders do not approve this proposal to increase the number of authorized shares, we will be substantially constrained in the size of transactions that we may undertake using common stock as the form of consideration. We may be required to immediately hold a special stockholders’ meeting to seek approval to increase the authorized number of shares of common stock for a particular transaction, which could cost us in excess of $150,000 in printing, distribution and mailing fees.

 Does the Company plan on issuing additional shares?

If the increase in authorize shares is approved, we expect to issue the additional shares summarized in the following table.

Recipient or Purpose	Number of Shares
Acquisition of 51% of Emmaus Life Sciences, Inc...	Up to 56,578,947
Outstanding Stock Options	Up to 19,639
Berkman Warrant & Shares of Common Stock	15,230,000
Outstanding Series H Preferred Stock	1,200,000
Series H And Series I Preferred Stock issuable under Securities Purchase Agreement	44,800,000
Total	117,828,586

Emmaus Life Sciences, Inc.

Pursuant to the letter of intent with Emmaus Life Sciences, Inc., the Company will purchase 51% percent of the issued and outstanding common stock of Emmaus (“Emmaus Shares”) at the closing of the proposed acquisition (the “Closing”), with an appropriate adjustment in the number of Emmaus Shares to maintain its 51% equity position in the event that any warrants, options or other convertible securities of Emmaus are subsequently exercised.

The purchase price for the Emmaus Shares will consist of $10,000,000 in cash and $215,000,000 worth of shares the Company’s common stock (“Company Shares”), which will be valued at $3.80 per share at the Closing, provided that if a material event occurs that increases the fair market value of the Company Shares prior to the Closing, the value attributed to of the Company Shares will be increased to such higher market value up to a maximum of $12.00 per share.

In the event that (i) Emmaus does not receive the approval of the U.S. Food and Drug Administration (“FDA”) by July 7, 2017 (unless the approval date is extended by the FDA for administrative reasons beyond Emmaus’ control, in which case such later date of FDA approval shall apply) for its oral pharmaceutical grade L-glutamine treatment for sickle cell anemia and sickle ß0-thalassemia and (ii) additional requirements, including trials and testing, are required for FDA approval, then the foregoing purchase price may be adjusted in proportion to the funding needed to meet such additional requirements. The adjustment will be effected by Emmaus issuing additional Emmaus Shares to the Company or returning to the Company some of the Company Shares, in either case, in proportion to the amount of the necessary funding. Alternatively, Emmaus has the right to raise the necessary funding by sale of Company Shares (subject to the Company’s right of first refusal) or issuance of Emmaus shares of common stock.

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On January 16, 2017, the Company paid Emmaus an initial portion of the cash consideration in the amount of $500,000 and the $500,000 payment was advanced to the Company by Joseph Moscato, the Company’s CEO and Director, and Lawrence Salvo, the Company’s Senior Vice President and Director. Under the Letter of Intent, the Company was required to pay Emmaus the amount of $1,500,000 on or before February 6, 2017. Pursuant to subsequent waivers and amendments, Generex paid a second deposit of $500,000 on March 6, 2017 and an additional deposit of $3,000,000 on March 28, 2017. The remaining $6,000,000 of the cash portion of the consideration will be paid upon execution and delivery of a formal agreement in respect of the transaction.

Berkman Warrant & Common Stock

As partial consideration for the acquisition of 51% of Hema Diagnostic Systems, LLC’s equity, the Company agreed to issue to Stephen Berkman, formerly Hema’s majority owner, a warrant to purchase 15,000,000 shares of Generex common stock and an aggregate of 230,000 shares of the Company’s common stock.

Series H and Series I Preferred Stock

We have issued 3,000,000 shares of Series H Preferred Stock which may be converted into 1,200,000 shares of common stock. Pursuant to a Securities Purchase Agreement with the purchaser of these shares of Series H Preferred Stock, we may issue additional shares of Series H and Series I Preferred Stock convertible into up to an additional 44,800,000 shares of common stock. These transactions are described below under “Certain Transactions” beginning on page ■.

In March, 2017, we issued our Convertible Note Due March __, 2018 (“Note”) in the principal amount of $674,854.96.convertible into common stock at a post-reverse split price of $1.00 per share. In connection with the waiver of certain right by the Note holder to participate in our Sale of Series H Preferred Stock, we agreed to repay the Note in cash by May 31, 2017, and the conversion feature was suspended.. If we do not timely repay the Note, it will again become convertible.

Will these new shares of common stock have preemptive rights?

 No. The additional shares of common stock for which we are seeking authorization would have the same rights and privileges as the shares of common stock presently outstanding. Holders of shares of common stock have no preemptive rights to subscribe to or for any additional shares of stock of Generex.

Am I entitled to dissenters’ or appraisal rights in connection with the proposed amendment to the Restated Certificate of Incorporation?

 No. Under Delaware law, Generex’s stockholders are not entitled to dissenters’ or appraisal rights in connection with the proposed increase in the number of shares of common stock authorized for issuance under the restated certificate of incorporation.

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What are the effects of the increase in the number of authorized shares of common stock?

 The following table shows the number of shares of common stock that (a) are authorized and issued and outstanding, as of April ■, 2017, (b) authorized and reserved for issuance upon the exercise of outstanding stock options and warrants (assuming vesting of all non-vested shares underlying such options and warrants) and upon conversion of all convertible securities as of April ■, 2017, (c) authorized and unreserved for issuance after the passage of the proposal set forth inItem 1, (d) would be authorized and issued and outstanding, after the passage of the proposal underItem 1, (e) authorized and reserved for issuance upon the exercise of outstanding stock options and warrants (assuming vesting of all non-vested shares underlying such options and warrants) and upon conversion of all convertible securities after the passage of the proposal set forth inItem 1, and (f) authorized and unreserved for issuance after the passage of the proposal underItem 1based on our capitalization as of April ■, 2017.

As of April ■, 2017	Shares issued and outstanding		Shares Authorized and Reserved for Issuance		Shares Authorized and Unreserved		Total Authorized
Prior to Passage ofItem 1		1,129,757		1,219,639		100,604		2,450,000
Following Passage ofItem 1		1,129,757		117,828,586		631,041,657		750,000,000

Although the increase in the authorized number of shares of common stock will not, in and of itself, have any immediate effect on the rights of our stockholders, any the issuance of the reserved shares and future issuance of additional shares of common stock could affect our stockholders in a number of respects, including by: 

• decreasing the existing stockholders’ percentage equity ownership and voting power, and

• depending on the price at which such shares are issued, diluting the earnings per share and book value per share of outstanding shares of our common stock at such time.

In addition, although this proposed amendment to the restated certificate of incorporation is not motivated by anti-takeover concerns and is not considered by the Board of Directors to be an anti-takeover measure, the availability of additional authorized shares of common stock could enable the Board of Directors to issue shares defensively in response to a takeover attempt or to make an attempt to gain control of Generex more difficult or time-consuming. For example, shares of common stock could be issued to purchasers who might side with management in opposing a takeover bid that the Board of Directors determines is not in our best interests, thus diluting the ownership and voting rights of the person seeking to obtain control of Generex. In certain circumstances, the issuance of common stock without further action by the stockholders: 

• may have the effect of delaying or preventing a change in control of Generex,

• may discourage bids for our common stock at a premium over the prevailing market price, and

• may adversely affect the market price of our common stock.

As a result, increasing the authorized number of shares of our common stock could render more difficult and less likely: 

• a hostile takeover,

• a tender offer or proxy contest,

• the assumption of control by a holder of a large block of our stock, and

• the possible removal of our incumbent management.

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We are not aware of any proposed attempt to take over Generex or of any present attempt to acquire a large block of our common stock. This proposal is not being made in response to any attempt of which Generex is aware to obtain control of the company or to accumulate the company’s common stock. Generex has no present intention to use the additional shares of common stock to oppose a takeover attempt or delay or prevent changes in the management of the company.

 When would the amendment be effective?

 If approved by the stockholders at the meeting, the proposed amendment to the restated certificate of incorporation will become effective upon the filing of a certificate of amendment with the Secretary of State of the State of Delaware. Generex intends to file the certificate of amendment as soon as practicable after the meeting; however, if, in the judgment of our Board of Directors, any circumstances exist that would make consummation of the proposed amendment inadvisable, our Board of Directors may abandon the proposed amendment at any time prior to the effectiveness of the filing of the certificate of amendment.

 How many votes are needed for this proposal and how are the votes counted?

The affirmative vote of a majority of the votes represented by our outstanding common stock and Series I Preferred Stock is required to approve the amendment to our restated certificate of incorporation to accomplish the increase in the number of authorized shares of common stock. The effect of an abstention or broker non-vote is the same as that of a vote against the proposal.

The holders of the Company’s Series I Preferred Stock are entitled to vote on the proposal to authorize additional shares of common stock, and the holders of the Series I Preferred Stock, as a class, are entitled to cast a number of votes on such proposal equal to fifty percent (50%) of the total number of votes entitled to be cast at the Special Meeting by all other outstanding shares of the Company’s capital stock. The holders of the Series I Preferred Stock have agreed vote in favor the Company’s proposal to increase the authorized number of shares of common stock.

How does the Board of Directors recommend that I vote?

 We recommend that you voteFOR the amendment to the restated certificate of incorporation to increase the number of shares that Generex is authorized to issue

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APPROVAL OF AN AMENDMENT TO GENEREX’S RESTATED CERTIFICATE OF INCORPORATION TO CHANGE OUR CORPORATE NAME TO NUGENEREX BIOTECHNOLOGY HOLDINGS, INC.

(Item 3 on the Proxy Card)

What am I voting on?

 You are voting an amendment to our restated certificate of incorporation. On April ■, 2017, our Board of Directors adopted a resolution which authorizes, subject to stockholder approval, an amendment to our restated certificate of incorporation to change our corporate name toNuGenerex Biotechnology Holdings, Inc. The complete text of the amendment is set forth asAppendix B to this proxy statement. If this proposal is approved, the amendment will become immediately effective upon its filing with the Secretary of State of Delaware.

Why is the Board of Directors Proposing a Change in the Corporate Name?

In January, 2017, we acquired a controlling interest in Hema Diagnostic Systems, Inc., with the intent to complete the acquisition of 100% of that Company. We also signed a letter of intent to acquire a significant interest in Emmaus Life Sciences, Inc. These are the first additions to our business since the acquisition of Antigen Express in 2003. The Board of Directors believes that a change in our name is appropriate to indicate our broader focus, while the name “NuGenerex” also retains a connection with our historical business activities.

When would the amendment be effective?

 If approved by the stockholders at the meeting, the proposed amendment to the restated certificate of incorporation will become effective upon the filing of a certificate of amendment with the Secretary of State of the State of Delaware. Generex intends to file the certificate of amendment as soon as practicable after the meeting; however, if, in the judgment of our Board of Directors, any circumstances exist that would make consummation of the proposed amendment inadvisable, our Board of Directors may abandon the proposed amendment at any time prior to the effectiveness of the filing of the certificate of amendment.

How many votes are needed for this proposal and how are the votes counted?

The affirmative vote of a majority of the shares of common stock entitled to vote thereon is required to approve the amendment to our restated certificate of incorporation to accomplish the increase in the number of authorized shares of common stock. The effect of an abstention or broker non-vote is the same as that of a vote against the proposal.

 How does the Board of Directors recommend that I vote?

We recommend that you voteFOR the amendment to the restated certificate of incorporation to change our corporate name to NuGenerex Biotechnology Holdings, Inc.

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APPROVAL OF OUR 2017 EQUITY INCENTIVE PLAN

(Item 4 on the Proxy Card)

General Information

On April 17, 2006,theBoardofDirectors adopted our 2006 Stock Plan (“2006 Plan”), which reserved 10,000 shares(as adjusted for our recent reverse stock split)forissuance thereunder, andwhich was subsequently amended with shareholder approvalto increasethe shares reserved forissuance to 135,000. Since 2006, theCompanyhasbeen granting option and stock awards pursuant to the2006 Plan. The Company also previously granted options under its 2001 Stock Option Plan.

On April■, 2017, the Board adopted, subject toshareholder approval,our2017 Equity IncentivePlan(the “2017 Plan”). The 2017Planexpandsthetypesofawards availableunderthe 2006Planandprovides for thegrant ofincentive stock options, non-qualified stock options, and stock appreciation rights (“SARs”), restricted stock, restricted stock units, stockgrants, performance shares,andperformance share units.The2017 Plan also permits thegrant ofawards that are intended toqualify forthe “performance-based compensation” exception to the $1million limitationonthe deduction ofcompensation imposedbySection162(m) of theInternal Revenue Code (the “Tax Code”).Ifitis approved byshareholders, the 2017 Plan willsupersede and replace thePrior Plan, provided that the Prior Plan will remain ineffect until all awards granted under it have beenexercised, forfeited, canceled, expiredorotherwise terminated.

Inorder tocontinuetohave anappropriate supply ofshares for equity incentives torecruit, hire andretainthetalent requiredtosuccessfully execute ourbusiness plans, the Company isaskingtheshareholderstoapprove the 2017 Planwhichreserves ■ shares ofcommon stock forgrants, plus shares from anyaward granted under thePrior Plan that terminates, expiresorlapses forany reason inthe future will beavailable forreissuance under the2017 Plan. While reserving ■ sharesunderthe 2017Planwillincreasethepotential dilution toour current shareholders, theBoard believes that ourequity compensation plan will be well-managedand theflexibilitytoissue different types ofawards suchasRSUs may decrease therate ofdilution comparedtoissuancesofstock options.

Inpreparingthe2017Plan, theCompany hastaken into consideration current best practices with respect toequity-based compensation plans.In thisregard, the 2017Plan contains thefollowing provisions, whichwe believereflectbest practices forequity-compensation plans: (i) prohibits therepricingofstock options and SARs without shareholder approval, (ii) prohibits thegrant ofstock options and SARs with discounted exercise prices, (iii) prohibits the recycling ofawards tendered inpaymentof anoptionorwithheld tosatisfy taxobligations; (iv) contains adefinitionofchangeincontrol whereby potential accelerationofawards will onlyoccur in theeventof anactual change incontrol transaction; (v) includes, as ageneral rule, double-trigger vesting following achange incontrol;and(vi) imposes a$500,000 limit on thevalueofawards that may begranted to any oneparticipant who is anon-employee director during any12-month period

The Board of Directorsrecommends a vote“FOR” approval of the 2017 EquityIncentive Plan

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Thefollowing is asummary of thematerialterms ofthe 2017Plan thatmay be ofimportance toyou.Thesummary isqualified byreferenceto thefull textofthe 2017 Plan, which isattached tothisproxystatementasAppendix C

SummaryofPlan Features

Purpose

TheBoard believes that the 2017Plan will promote the success andenhance the valueofthe Companyby linking thepersonal interests ofparticipants tothose ofCompany shareholders. The Board alsobelieves that the 2017 Planwill enhance theCompany’s ability toattract andretain qualified persons toperform services for the Company,byproviding incentives to suchpersonstoput forth maximum efforts for theCompanyand byrewarding personswhocontributeto theachievement of theCompany’s economic objectives.

Administration

The 2017Planwill beadministeredby the by the Compensation Committee until we reconstitute theCompensation Committee, which we expect to reconstitute shortly following the special meeting. The Compensation Committee will becomprisedof atleast twoindependentmembers ofthe Board. Each Compensation Committee membermust be a“non-employee director” asdefined inRule16b-3 ofthe Securities Exchange Act, an“outside director” asdefinedinSection162(m) of theTax Code, and an“independent” director forpurposesof theapplicable Nasdaq Listing Rules. TheCompensation Committee, bymajority action, isauthorizedtointerpret the2017 Plan, toprescribe, amend, andrescind rules andregulations relating tothe 2017 Plan, to provide for conditions andassurancesdeemednecessary oradvisable toprotect the interestsofthe Company, and tomake allother determinations necessary oradvisable for the administration of the2017Plan, tothe extent they are notinconsistent with the2017Plan.

Subjecttothe express provisionsof the 2017Plan, theCompensation Committeewillhave the authority todeterminetheparticipants who are entitled toreceive awards under the 2017Plan, thetypesofawards, thetimes when awards shallbegranted, the number ofawards,thepurchase price, exercise price,orbase value, ifany, theperiod(s) during which suchawards shall beexercisable (whether inwhole or inpart), the restrictions applicable toawards, andthe form ofeach award agreement. Neither theaward agreement nor theother terms andprovisionsof anyaward must beidentical for eachparticipant. The Compensation Committee alsowillhave the authority tomodify existing awards, subject tospecified provisionsofthe 2017 Plan andthe listing requirementsof Nasdaq, if and when we are listed on Nasdaq. The 2017 PlanprohibitstheCompensation Committee from repricing anypreviously granted optionorSAR without first obtaining shareholder approval.

Inthe caseofawards made tonon-employee directors,theBoard,andnot the Compensation Committee, shall administer the 2017Plan.

StockSubjectto 2017Plan

Thetotal number ofshares ofcommonstockreserved under the 2017Plan is ■. Subject to the express provisionsofthe 2017 Plan, if anyaward granted under the 2017Planor anyaward outstanding under thePrior Plan terminates, expires,orlapses for anyreason,orispaidincash,any stocksubject to orsurrenderedforafter the date the 2017Plan isapproved byshareholders, such award will again be stockavailable for thegrantof anaward under the 2017 Plan. Theexerciseof astock-settled SAR, or broker-assisted “cashless” exercise of an option (or a portion thereof) will reduce the number of sharesofstock available for issuance pursuant to the 2017 Plan by the entire numberofsharesofstock subject to that SAR or option (or applicable portion thereof), even though a smallernumberof shares of stock will be issued upon such an exercise. Also, sharesofstock tendered to pay theexercisepriceofan optionortendered or withheld to satisfy a tax withholding obligation arising in connection withanaward will not become available for use under the 2017 Plan.

Individual LimitationsonAwards

Themaximum number ofshares ofcommonstockthat may begranted to any oneparticipant during any12-month periodwithrespect to one ormore awards is■. Theaggregate grant date fairmarketvalue ofawards granted to any oneparticipant who is anon-employee director during any12-month period with respect tooneormore awards is$■.

AsofApril■,2017, the closing priceoftheCompany’s stock in the over-the-counter marketwas$■ pershare.

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Eligibility

Allemployees, officers,non-employeedirectorsof,and consultants to, the Company and its subsidiaries and other affiliates,asdetermined bythe Compensation Committee, are eligible toparticipate in the2017 Plan.

Awards Available Under the 2017Plan

Thefollowing types ofawardsmaybegrantedpursuant to the 2017Plan: incentive stock options, nonqualified stock options, SARs, restricted stock, restricted stock units, performance shares, performance share units, stock grants andstock units.

StockOptions. The Compensation Committeemaygrant incentive stock options and non-qualified stock options under the 2017 Plan. Incentive stockoptionsmay begranted only toparticipants who areemployees. Theexercise priceofall options granted under the 2017Planmust be atleast 100% ofthe fairmarketvalue ofthe Company’s common stock on thedategrantedand nooptionmay beexercised more than ten (10) years from thedate ofgrant.TheCompensation Committee will determine how theexercise priceof anoptionmaybe paidandthe form ofpayment, including, withoutlimitation, cash,sharesofstock held for longer than six months (through actual tender or byattestation), anynet- issuance arrangement orother property acceptable to the Compensation Committee (including broker- assisted “cashless exercise” arrangements), and howshares ofstock willbedeliveredordeemeddelivered toparticipants.Aparticipant willhave norightsas ashareholder with respect tooptions until the record dateof thestock purchase.

StockAppreciation Rights. The Compensation Committee alsomaygrant SARs under the2017Plan.SARsgivethe participant theright toreceive the appreciation invalue ofone shareof common stock of theCompany. Appreciationiscalculatedasthe excessof(i) thefairmarketvalue of ashareofcommon stock on thedateofexercise over (ii) thebasevalue fixed by theCompensation Committee on thegrantdate, whichmaynot beless than thefairmarketvalue of ashareofcommon stock on thegrant date.Payment forSARs shall bemadeincash, stock, or acombination thereof.SARs areexercisableatthetime andsubject to therestrictionsandconditionsas theCompensation Committee approves, provided that noSARmaybeexercised more than ten (10)yearsfollowing thegrantdate.

Restricted Stock. The Compensation Committeemaygrant restricted stock underthe2017 Plan. Arestricted stock award gives theparticipanttheright toreceiveaspecified numberofsharesofcommonstock at apurchase price determined bythe Compensation Committee (including andtypically zero).

Restrictions limittheparticipant’s ability totransfer the stock andsubjectthestock to asubstantial risk offorfeiture until specific conditions orgoals are met. The restrictionswilllapse inaccordance with aschedule orother conditions asdetermined by theCompensation Committee, which typically involve the achievement ofspecified performance targets and/or continued employment ofthe participant until aspecified date. As ageneralrule, if aparticipant terminates employment when the restricted stock issubject torestrictions,theparticipant forfeits theunvested restricted stock.

Restricted Stock Units. The Compensation Committee alsomaygrant restrictedstockunit awardsunder the 2017Plan. Arestricted stockunitaward gives theparticipant the right toreceive common stock, or acash payment equal tothe fairmarketvalue ofcommon stock(determinedasof aspecified date), in the future, subject torestrictions and arisk offorfeiture. The restrictions typically involve theachievementofspecified performance targets and/or the continued employment orserviceofthe participant until aspecifieddate.Participants holding restricted stock units havenorights as ashareholder with respectto thesharesofstock subject to their restricted stock unitaward prior tothe issuance of suchshares pursuant to theaward.

StockGrant Awards. TheCompensation Committee may grant stock grant awards upon suchterms andconditions,andat anytime, and fromtime to time, as theCommittee shall determine. Astock grant award gives theparticipant the right toreceive(or purchaseatsuch price asdetermined by theCommittee) sharesofstock, free of anyvesting restrictions. The purchase price, ifany, for astock grant award shallbepayable incashor in anyother form ofconsideration acceptable to theCommittee.A stockgrant awardmay begrantedorsold inrespectofpastservicesorother valid consideration,orinlieu of anycash compensation owed to aparticipant.

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StockUnit Awards. TheCommitteemaygrant stock unit awards upon suchtermsandconditions, andatanytime,and fromtime totime,asthe Committee shall determine. Astockunitaward gives theparticipant theright toreceive shares ofstock,or acashpayment equal to thefairmarketvalueof adesignated numberofshares,in thefuture, freeof anyvesting restrictions. Astock unitawardmaybegrantedorsoldinrespectofpast services orothervalidconsideration,or inlieuofany cashcompensation owed to aparticipant.

Performance Shares. The Compensation Committeealsomaygrant performance share awards under the 2017Plan.Aperformance share award gives theparticipant the right toreceive common stock ofthe Company if theparticipant achieves the performance goals specified by theCompensation Committee during aperformanceperiod specified bythe Compensation Committee. Each performance share willhave avalue determined by theCompensation Committeeatthetime ofgrant.

Performance Share Units.TheCompensation Committee alsomaygrant performance share unit awards under the 2017Plan. Aperformance share unit award gives the participant theright toreceive common stock ofthe Company, a cashpaymentor acombinationofstockandcash, if theparticipant achieves the performance goals specified by theCompensation Committee during aperformance period specified bythe Compensation Committee. Each performance share unitwillhave avalue determined by theCompensation Committeeatthetime ofgrant.

Performance-Based Awards. When the Compensation Committee grants options, restricted stock, restricted stock units,stockgrants, stock units, performance shares, performance share units orperformance cash, itmaydesignate the awardas aperformance-based award. Options andSARs granted pursuant to the2017 Plan should, bytheir terms, qualify asperformance-based awards. Performance- basedawards are intended to qualify for the “performance-based compensation” exception to thelimitations on thedeductionofcompensation imposed bySection162(m) ofthe Tax Code.

Section162(m)of theTax Code onlyapplies to“covered employees”asthat term isdefined inSection162(m)of theTax Code. Therefore, onlycovered employees areeligible toreceive awards that aredesignated asperformance-based awards. The Compensation Committee has complete discretion regarding whether tograntawards tocovered employees that qualifyforthe “performance-based compensation” exception.IftheCommittee designates aparticular award as aperformance-based award, theCompensation Committee willattempt todesign and administertheaward in amanner that will allowtheaward toqualify for the “performance-based compensation” exceptionunderSection162(m) of the TaxCode. Nevertheless, the requirementsofthis exception are complex andinsomerespectsvague anddifficult toapply. Consequently, we cannot guarantee that compensation that isintended toqualifyforthe “performance-based compensation” exceptionunderSection162(m)willinfact so qualify. TheCompensation Committeemay, in itsdiscretion,grantawards under the 2017Plantocovered employees that donot qualifyforthe exception.

Thepayment ofoptions, restricted stock, restricted stock units,stock grants, stock units, performance shares, performance shareunitsorperformancecashthat are designatedasperformance-basedawards is contingent upon acovered employee’s achievement ofpre-established performance goals during aspecified performance period. Performance goals are based on any oneormore pre-established performance criteria. Thepre-establishedperformancecriteria are limited to thefollowing: net operating income before taxes and extraordinary charges against income; earnings before interest, and taxes; earnings before interest, taxes, depreciation, and amortization; pre- orafter-taxnetearnings; sales growth; production levels; unit costs; operating earnings; operating cash flow; return onnet assets; return onshareholders’ equity; return onassets; return oncapital;stock price growth; shareholder returns; grossornetprofit margin; earnings pershare; price per share ofstock;marketshare; revenue; income; safety objectives; environmental objectives; andcompletionofmajor projects. Any ofthe performance criteria may bemeasured either inabsoluteterms or ascompared to anyincremental increase orascompared toresultsof apeer group, indices,or anyother basketofcompanies. Performance goalsmay beexpressed interms ofoverallCompanyperformance, theperformanceof adivision, affiliate, orthe performance of anindividual. Financial performance criteriamay,but neednot,becalculatedinaccordance with generally accepted accounting principles (“GAAP”)oranysuccessor method toGAAP,includingInternational Financial Reporting Standards. TheCompensation Committee shall, within thetimeprescribedbySection162(m) of theTax Code, define in anobjectivefashion the manner ofcalculating theperformance criteria it selects touse for aparticular performance period for aparticular participant.

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With respectto anyperformance-based award granted to acovered employee that qualifies forthe “performance-based compensation” exception tothe Section162(m)limitation, theCompensation Committeehas thediscretion to:select thelength of theperformance period, the typeofperformance- basedawards tobe issued,the kind and/or level ofperformance goal orgoals andwhether the performance goal orgoals apply tothe Company, anaffiliateor anydivisionorbusiness unitofany ofthem, or to theindividual participantor anygroup ofparticipants. The Compensation Committee hasthe discretion todecrease, but notincrease, theamountofcompensationpayablepursuant toany performance-based award.TheCompensation Committee must certify inwriting prior to thepayment of anyperformance-based award that theperformance goals and anyothermaterial terms andconditions precedent to such payment have beensatisfied.

Theperformance criteria and other related aspectsofthe 2017Plan will besubjecttoshareholder approval again in2021 if (as iscurrently thecase) shareholder approval isthen required tomaintain the tax-deductible nature ofperformance-based compensation under the 2017Plan.

Themaximum performance-based award (other than aperformance cashaward)payable toanyoneparticipant for any12-month period is■ shares ofstock (orthe equivalent cash value). ThemaximumIftheperformanceperiodisless thanorexceeds12months, the dollar andshare limitsexpressedinthis paragraph shallbereducedorincreased proportionally. 

Restrictions

TheCompensation Committeemayimposesuchrestrictions on anyawards under the 2017 Plan as itmay deemadvisable, including restrictions under applicable federal securities law,under the requirementsof anystock exchange uponwhich the Company’s common stock isthen listed andunderany bluesky orstate securities lawapplicable to theawards.

ChangeinControl

Intheeventofaparticipant’s terminationofemployment without “cause” or“goodreason” (as thoseterms aredefined inthe 2017Plan), within 12months following achange in control,all awards that areoutstandingandunvested shallbecomefullyvested andexercisable and allrestrictionsonsuch outstanding awards shall lapseasof thedate oftermination.

Non-transferability

Unlessotherwise determined by theCompensation Committee,noawardgranted under the2017Planmay be sold,transferred, pledged, assigned, orotherwise alienatedorhypothecated, otherwise than by will or bythelaws ofdescent anddistributionorpursuant to adomestic relations order (that would otherwise qualify as aqualified domestic relations orderasdefined inthe TaxCodeorTitle I ofthe Employee Retirement Income SecurityAct of 1974, butforthefact that itrelates to anawardgranted underthe 2017 Plan), or, if applicable, until the termination of anyrestrictedorperformance periodasdeterminedby theCompensation Committee.

Adjustment Provisions

Ifthereisachangeintheoutstanding shares ofstock because of astock dividendorsplit, recapitalization, liquidation, merger, consolidation, combination, exchangeofshares,orother similar corporate change, the aggregate number ofsharesof stockavailable under the 2017 Plan andsubject to eachoutstanding award, and its stated exercise priceorthe basis uponwhich the award ismeasured,shall beadjustedby theCompensation Committee. Moreover, inthe event of such transactionorevent, the Compensation Committee, inits discretionmayprovide insubstitution for any orall outstanding awards underthe2017Plan suchalternative consideration (includingcash) asit, ingood faith, may determineto beequitable under thecircumstancesandmayrequire inconnection therewith the surrenderofallawardssoreplaced. Any adjustment to anincentive stock optionshall bemade consistentwith therequirements ofSection 424of the TaxCode. Further, anyadjustments made shall bemade consistent with the requirements ofSection 409Aofthe TaxCode.

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Clawback

Every award grantedunderthe 2017Planissubject topotential forfeiture orrecovery tothe fullest extent called for bylaw, anyapplicable listing standard,orany currentorfuture clawback policy thatmay beadoptedbythe Company fromtime totime, including, without limitation, anyclawback policy adopted tocomplywithfinal rules issued by theSecuritiesandExchangeCommission and anyfinal listing standards tobeadoptedby theNASDAQMarket pursuant toSection954ofthe Dodd- Frank Wall StreetReform andConsumer Protection Act.

Amendment, Modification and Terminationof 2017Plan

Subjectto theBoard’s righttoterminate, amend ormodifythe2017 Planat anytime,the 2017 Planwillremain ineffect untilallawards issued under the2017 Plan expire, terminate, are exercisedorarepaid infull inaccordancewith the 2017Plan provisions and anyaward agreement. However, noawardmay begranted under the 2017 Planafter the tenth anniversary ofthe date the2017 Plan is approved by theCompany’s shareholders.

TheBoard hasdiscretion to terminate, amendormodify the 2017 Plan. Any such action ofthe Board issubject to theapprovalof theshareholders to theextent required by the2017 Plan, law,regulationorthe rulesofany exchange on whichCompany stock islisted. Except asotherwise providedin the2017 Plan, neither theBoard, the CEO, nor the Compensation Committeemay do any of thefollowing without shareholder approval: increase the numberofshares available under the2017 Plan; grant options orSARswith anexercise price or basevalue that isbelowfair marketvalueof ashare ofCompany stock on thegrant date; extend theexerciseperiodorterm of anyoption orSAR beyond 10years from thegrantdate; expand the typesofAwards available for grant under the2017 Plan; orexpand the classofindividuals eligible to participate in the 2017 Plan.

Tax Withholding

TheCompany shallhavethe power towithhold, orrequire aparticipant toremit to theCompany,anamount sufficient tosatisfy federal, state, and local withholding tax requirements on anyaward under the 2017Plan. Tothe extent that alternative methodsofwithholding areavailable underapplicable laws, theCompany willhave thepower tochoose among suchmethods.

Federal Income Tax Information

Thefollowing is abrief summary ofcertainofthe federal income taxconsequencesofcertain transactions under the2017 Plan based onfederal income tax laws ineffectonApril 28,2017. This summary is notintended to beexhaustiveanddoes notdescribe state orlocal taxconsequences.

Asageneral rule, aparticipant will not recognize taxable income withrespecttoany award atthe time ofgrantexcept inthe case of aparticipant who receives arestricted stock grant andmakesthetimely election permitted bySection 83(b)ofthe TaxCode.

Upon exerciseof anonqualified stock option, the lapse ofrestrictions onrestricted stock, orupon thepayment ofSARs, restricted stock units, stock grants, stock units, performance shares, performance share units orperformance cash,the participant will recognize ordinary taxable income in anamount equal to thedifference between the amount paid for theaward,ifany, andthe fair marketvalueof the stock oramount received on thedateofexercise, lapse ofrestriction orpayment. TheCompany will beentitledto aconcurrent income taxdeduction equal to theordinary income recognized by theparticipant.

Aparticipant who isgranted anincentivestockoption willnot recognize taxable income atthe time ofexercise. However,theexcess ofthe stock’s fairmarketvalue over the option price couldbesubject tothe alternative minimum tax in theyear ofexercise (assuming thestock received is notsubjectto asubstantial risk offorfeitureor istransferable).If stockacquired upon exercise of anincentive stockoption is held for aminimum of twoyears from thedate ofgrant and oneyear from the date ofexercise, thegainorloss (in anamount equal to thedifference between the sales price and theexercise price) upon disposition of thestock will betreatedas along-term capital gainorloss, andthe Company will not beentitled to anyincome taxdeduction.If theholding period requirements are not met, theincentive stock option will not meet the requirements of theTax Code and the taxconsequences described for nonqualified stock options willapply.

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Ifcertainawardsfailtocomply withSection 409A, aparticipant must include inordinary incomealldeferred compensation conferred bythe award,payinterest from thedateof thedeferral and pay anadditional20% tax.The awardagreement for anyaward that issubject toSection409Amay includeprovisions necessary for complianceasdetermined by theCompensation Committee. The Company intends (but cannot anddoesnotguarantee) thatawardsgranted under the 2017Plan will comply with therequirementsofSection 409A or anexception theretoandintends toadminister andinterpret the 2017 Plan insuch amanner.

Special Rules Applicable to Officers

Inlimitedcircumstances wherethesaleofstock that isreceived asthe result of agrant of anaward could subject anofficer tosuit under Section 16(b)of theExchange Act, thetax consequences to theofficermay differfrom the taxconsequences described above.In thesecircumstances, unless aspecial election has beenmade, the principal difference usually will be topostpone valuation andtaxationofthe stock received solong as thesaleof thestock received could subject the officerordirectortosuit underSection 16(b)ofthe Exchange Act, but notlonger than six months.

Tax Consequencestothe CompanyorIts Affiliates

To theextent that angranteerecognizes ordinaryincome in thecircumstances described above, theCompany or thesubsidiary for which theemployeeperforms services will beentitled to acorresponding deduction provided that, among otherthings, the income meets the test ofreasonableness, is anordinary andnecessarybusinessexpense, isnot an“excess parachute payment” within themeaning ofSection280G of theTax Code and isnot subjecttothe $1.0 million deduction limit for certain executive compensation under Section162(m) of theTax Code.

NewPlanBenefits Table

Awardstoemployees, officers, directors andconsultantsunderthe 2017Plan aremade atthe discretion ofthe Compensation Committee. Therefore, the future benefits and amounts that willbereceived orallocated under the 2017Plan are not determinableatthis time. However, thefollowing table provides information with respect toawards granted under the2006 Plan during thefiscal year ending July 31, 2016totheCompany’s named executive officers (individually), officers, including named executive officers (as agroup), allcurrentnon-employee directors (individually andasagroup), and all employees, including officers who are notnamedexecutive officers (as agroup).

NameandPositionorGroup	Stock Options
Named Executive Officers:
Mark Fletcher	4,447
Stephen Fellows*	1,668
David Brusegard*	1,668
All Officers(includingNamedExecutive Officers) as aGroup (3persons)	7,783
All Non-Employee Directors asaGroup(3 persons)	0
All EmployeesandOfficers(whoarenotNamedExecutive Officers) as aGroup (1 person*)	7,611

*These individuals are no longer officers, directors or employees of the Company

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Approval of the Adjournment of the annual Meeting, if Necessary

TO SOLICIT ADDITIONAL PROXIES FOR PROPOSAL set forth in itemS 4 AND 5

(Item 5 on the Proxy Card)

What am I voting on?

Generex is asking its stockholders to vote on a proposal to approve the adjournment of the annual meeting of stockholders, if necessary, to solicit additional proxies for the proposal set forth asItem 1 on the Proxy Card.

Why is this proposal necessary?

As discussed above, our Board recommends a vote for the increase in authorized shares of common stock underItem. In order to implement the increase in authorized shares or the reverse stock split, Generex is required under Delaware law to obtain the affirmative vote of a majority of all shares of common stock outstanding for each proposal. While we hope to have a majority of all shares of common stock outstanding vote for the increase in authorized shares and the reverse stock split at the annual meeting, it is possible we will not have sufficient votes to do so. If we do not have sufficient votes forItem 1 andItem 2to pass, we could solicit and obtain additional votes and promptly reconvene the annual meeting.

How many votes are needed for this proposal and how are the votes counted?

The affirmative vote of a majority of shares of common stock present in person or by proxy at the annual meeting and entitled to vote on the subject matter is required to approve thisItem 2. Abstentions will have the effect of negative votes.

How does the Board of Directors recommend that I vote?

We recommend that you voteFORthe approval to adjourn the annual meeting of stockholders, if necessary, to solicit additional proxies for the proposal set forth asItem52on the Proxy Card.

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RATIFICATION OF THE APPOINTMENT OF MNP LLP

AS GENEREX’S INDEPENDENT PUBLIC ACCOUNTANTS FOR FISCAL YEAR 2017

(Item 6 on the Proxy Card)

What am I voting on?

The Audit Committee of the Board of Directors has selected MNP LLP as the independent public accountants to examine the financial statements of Generex and its subsidiaries for thefiscalyear ending July 31, 2017. The Board of Directors has concurred in the Audit Committee’s selection and is presenting the matter to the stockholders for ratification at the annual meeting.MNP LLP ("MNP") has served as our independent auditors since June 1, 2013.

Why is ratification of the selection of MNP LLP necessary?

Stockholder ratification of the selection of MNP LLP as our independent auditors is not required by our bylaws or otherwise. However, we are submitting the selection of MNP LLP to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the selection, the Audit Committee will reconsider whether or not to retain MNP LLP. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of a different independent audit firm at any time during the year if it is determined that such a change would be in the best interests of us and our stockholders.

What services will the independent registered public accounting firm provide?

Audit services provided by MNP LLP for fiscal year 2015 will include the examination of the consolidated financial statements of Generex and services related to periodic filings made with the SEC. Audit services for fiscal year 2015 may also include the audit of the effectiveness of the company’s internal control over financial reporting as required by Section 404 of the Sarbanes-Oxley Act of 2002. Additionally, MNP LLP may provide audit-related, tax and other services comparable in nature to the services that it performed in fiscal 2014, as described below under the heading “Audit Matters” and the subheading “Fees Paid to Generex’s Independent Public Accountants.”

Will representatives of the independent registered public accounting firm be present at the 2015 annual meeting?

Representatives of MNP LLP are expected to be present at the meeting, will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.

How does the Board of Directors recommend that I vote?

We recommend that you voteFOR the ratification of the appointment of MNP LLP as Generex’s independent registered public accounting firm for the fiscal year ending July 31, 2017.

AUDIT MATTERS

Fees Paid to Generex’s Independent Public Accountants

MNP LLP ("MNP") has served as our independent auditors since June 1, 2013. The appointment of MNP as our independent public accountants was unanimously approved by the Audit Committee of our Board of Directors. MNP is the successor to our former independent auditors, MSCM LLP ("MSCM"), following MNP’s merger with MSCM in June 2013. MSCM served as our independent auditors from September 5, 2008 until June 1, 2013.

The following table sets forth the aggregate fees paid by Generex for the fiscal years ended July 31, 2016 and 2015 to our independent auditors:

	Fiscal Year  Ended  July 31, 2016			Fiscal Year  Ended  July 31, 2015
Audit Fees	$	44,840	(1)	$	57,760	(1)
Audit-Related Fees	��	-0-			-0-
Tax Fees		-0-	(2)		-0-	(2)
All Other Fees			(3)	$	3,500	(3)
TOTAL	$	44,840		$	61,160

(1)	Includes fees associated with quarterly reviews of financial statements included in Generex’s Form 10-Q filings.
(2)	MNP LLP did not provide or bill for any tax services.
(3)	Represents fees associated with review of the Company’s registration statements on Form S-1 and Form S-8.

Policy for Pre-Approval of Audit and Non-Audit Services

The Audit Committee’s policy is to pre-approve all audit services and all non-audit services that Generex’s independent auditor is permitted to perform for Generex under applicable federal securities regulations. As permitted by the applicable regulations, the Audit Committee’s policy utilizes a combination of specific pre-approval on a case-by-case basis of individual engagements of the independent auditor and general pre-approval of certain categories of engagements up to predetermined dollar thresholds that are reviewed annually by the Audit Committee. Specific pre-approval is mandatory for the annual financial statement audit engagement, among others.

The pre-approval policy was implemented effective as of October 30, 2003. All engagements of the independent auditor to perform any audit services and non-audit services since that date have been pre-approved by the Audit Committee in accordance with the pre-approval policy. The policy has not been waived in any instance. All engagements of the independent auditor to perform any audit services and non-audit services prior to the date the pre-approval policy was implemented were approved by the Audit Committee in accordance with its normal functions

Report of the Audit Committee

The Audit Committee reviewed and discussed Generex's audited financial statements for the fiscal year ended July 31, 2016 with management. The Audit Committee discussed with MNP LLP, Generex's independent public accountants for the fiscal year ended July 31, 2016, the matters required to be discussed by Statement on Auditing Standards No. 61, as amended as adopted by the Public Company Accounting Oversight Board in Rule 3200T. The Audit Committee received the written disclosures and the letter from MNP LLP required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning independence, and has discussed with MNP LLP its independence. Based on the review and discussions described above, among other things, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in Generex's Annual Report on Form 10-K for the fiscal year ended July 31, 2016 for filing with the Securities and Exchange Commission.

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Submitted by the Audit Committee

Brian T. McGee (Chairman)

The foregoing Report of the Audit Committee shall not be deemed to be soliciting material, to be filed with the SEC or to be incorporated by reference into any of Generex's previous or future filings with the SEC, except as otherwise explicitly specified by Generex in any such filing.

OTHER MATTERS

The Generex Board of Directors is not aware of any other business that may be brought before the special meeting.

Security Ownership of Certain Beneficial Owners and Management

The table on the following pages sets forth information regarding the beneficial ownership of the common stock by our directors and named executive officers (including persons who served as principal executive officer and principal financial officer during a portion of the fiscal year ended July 31, 2016) and all the named executives and directors as a group. We are not aware of any person or group that beneficially owns more than five percent of our outstanding shares of common stock.[**ALPHA?]

The information contained in this table is as of April ■, 2017. At that date, we had ■ shares of common stock outstanding.

A person is deemed to be a beneficial owner of shares if he has the power to vote or dispose of the shares. This power can be exclusive or shared, direct or indirect. In addition, a person is considered by SEC rules to beneficially ow■ shares underlying options or warrants that are presently exercisable or that will become exercisable within sixty (60) days.

Beneficial Ownership

Name of Beneficial Owner	Number of Shares	Percent of Class
Named Executives, Directors and Nominees
Mark Fletcher(1)	15,906		*	%
Brian T. McGee(2)	3,726		*
Andrew Greene(3)	240,000
Named Executives and Directors as a group (■ persons)	___		__	%
Pharma Trials, LLC(4)	1,200,000

* Less than 1%.

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(1) Includes 15,606 shares and 300 options which were granted on March 8, 2010 under 2006 Plan.

(2) Includes 286 shares, 100 options which were granted on March 8, 2010 under the 2006 Plan, 200 options issued March 25, 2011 under the 2001 Stock Option Plan, 508 options issued June 19, 2012 under the 2006 Plan, 1,413 options issued April 1, 2013 under the 2006 Plan, 328 options issued June 6, 2013 under the 2006 Plan and 891 options issued October 31, 2013 under the 2001 (400) and 2006 Plans (491).

(3) Consists of shares of common stock issuable upon the conversation of Series H Preferred Stock held by Pharma Trials, LLC. Pharma Trials, LLC owns 3,000 shares of Series H Preferred Stock, which are convertible into an aggregate 1,200,000 shares of Common Stock. Mr. Greene owns an indirect 20% interest in Pharma Trials, LLC

(4) Consists of 1,200,000 shares of common stock issuable upon the conversation of 3,000 shares of Series H Preferred Stock

In addition to the above, Alpha Capital Anstalt is the holder of our Convertible Note Due March __, 2018 (“Note”) in the principal amount of $674,854.96.convertible into common stock at a post-reverse split price of $10.00 per share, resulting in 674,855 shares of common stock. In connection with the waiver of certain right by the Alpha capital Anstalt to participate in our Sale of Series H Preferred Stock, we agreed to repay the Note in cash by May 31, 2017, and the conversion feature was suspended.. If we do not timely repay the Note, it will again become convertible.

CERTAIN TRANSACTIONS

Changes in Control

The transactions described below under “Related Transactions” may be deemed a potential change in control of the Generex. An aggregate of 1,2000,000 shares of the Company’s common stock are issuable upon conversion of the Series H Preferred Stock sold at the initial closing. An aggregate of 46,000,000 shares of the Company’s common stock would be issuable upon conversion of the Series I and Series H Preferred Stock if all shares of such preferred stock contemplated by the securities purchase agreement are issued. On the date of this filing, the Company has less than 1,450,000 shares of authorized and unissued shares of common stock. However, during the period commencing on the date upon which the stockholders approve the increase in the authorized number of shares of common stock (Proposal No, 1) and ending on December 31, 2018, the holders of any shares issued upon conversion of the preferred stock have agreed to vote such shares in favor of Company management’s slate of directors. In addition, the Series I Preferred Stock, when issued, shall have a special one-time voting right. At the first meeting of the Company’s stockholders following the initial issuance of the Series I Preferred Stock, the Series I Preferred Stock shall be entitled to vote on (i) the election of individuals to serve as members of the Board of Directors, and (ii) any proposal to increase the authorized number of shares of the Company’s common stock. The Series I Preferred Stock, as a class, shall be entitled to cast a number of votes on such proposal equal to fifty percent (50%) of the total number of votes entitled to be cast at such meeting (determined as of the record date for such meeting) by all other outstanding shares of the Company’s capital stock.

The investor has agreed in the securities purchase agreement to exercise the above rights in favor of (a) the election of Company management’s slate of directors, and (b) the Company’s proposal to increase the authorized number of shares of common stock, both as set forth in Company management’s proxy statement in respect of the first meeting of the Company’s stockholders to be held after the date hereof

Review of Related Party Transactions

We presently have a policy requiring approval by stockholders or by a majority of disinterested directors of transactions in which one of our directors has a material interest apart from such director's interest in Generex. We also have a policy requiring the approval by the Audit Committee for any transactions in which a director or an executive officer has a material interest apart from such director's or officer’s interest in Generex.

Related Transactions

The following describes a Securities Purchase Agreement between Pharm Trails, LLC and the Company, as well as the initial issuance of 3,000 shares of Series H Preferred Stock to that investor. Andrew Greene, a director of the Company and its Chief Operating Officer, holds a 20% interest in Pharma Trails, LLC. Mr. Greene declared his conflict of interest and did not participate in the deliberations of the Company’s Board of Directors with respect to approval of the transactions contemplated by the securities purchase agreement.

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On March 28, 2017, the Company entered into a securities purchase agreement with an investor pursuant to which the Company agreed to sell an aggregate of 109,000 shares of its newly designated non-voting Series H Preferred Stock (“Series H Preferred Stock”) and 6,000 shares of its newly designated Series I Preferred Stock (“Series I Preferred Stock”).

The Series H Preferred Stock is scheduled to be sold in four tranches. At closing of the first tranche, the Company issued 3,000 shares of Series H Preferred Stock for a purchase price of $3,000,000. The proceeds of this sale were paid directly on the Company’s behalf to Emmaus Life Sciences, Inc., as an additional deposit under the Company’s letter of intent with Emmaus.

The closing of subsequent tranches are scheduled as follows; provided that the Company’s only recourse for the investor’s failure to purchase the shares at any particular subsequent closing is to terminate the investor’s right to purchase any subsequent tranche:

• the Closing Date for the sale of all 6,000 shares of Series I Preferred Stock ($6,000,000) shall occur no later than April 17, 2017;

• the Closing Date for the sale of 6,000 shares of Series H Preferred Stock ($6,000,000) shall occur no later than May 15, 2017;

• the Closing Date for the sale of 25,000 shares of Series H Preferred Stock ($25,000,000) shall occur no later than June 30, 2017; and

• the Closing Date for the sale of 75,000 shares of Series H Preferred Stock ($75,000,000) shall occur no later than July 31, 2017.

In addition to other customary conditions, the final two tranches are conditioned on approval by the Company’s stockholders of a proposal to increase in the number of authorized shares of common stock, as well as the investor’s approval of an operating budget for the Company and its Subsidiaries for the eighteen (18) month period commencing on July 1, 2017 and ending on December 31, 2018.

Conversion and other Terms of the Series H and Series I Preferred Stock

The Series H and Series I Preferred Stock will be convertible at the option of the holder at any time into shares of the Company’s common stock at an effective conversion price of $2.50 per share. An aggregate of 1,2000,000 shares of the Company’s common stock are issuable upon conversion of the Series H Preferred Stock sold at the initial closing. An aggregate of 46,000,000 shares of the Company’s common stock would be issuable upon conversion of the Series I and Series H Preferred Stock if all shares of such preferred stock contemplated by the securities purchase agreement are issued. On the date of this filing, the Company has less than 1,450,000 shares of authorized and unissued shares of common stock, and intends to solicit stockholder approval of a proposal for an increase in the number of authorized shares of the Company’s common stock at a special meeting of the stockholders.

Neither the Series H Preferred Stock nor the Series I Preferred Stock have special dividend rights. If the Company pays dividends on its common stock, the holders of the preferred stock will receive dividends in the amount they would have received had they converted the preferred stock to common stock.

The conversion price of the preferred stock will be subject to adjustment in the case of stock splits, stock dividends, combinations of shares, similar recapitalization transactions and certain pro-rata distributions to common stockholders. In the event of a fundamental transaction, such as a merger, consolidation, sale of substantially all assets and similar reorganizations or recapitalizations, the holders of convertible preferred stock will be entitled to receive, upon conversion of their shares, any securities or other consideration received by the holders of the Company’s common stock pursuant to the fundamental transaction.

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The securities purchase agreement and the certificates of designation authorizing the Series H and Series I Preferred Stock include certain agreements and covenants for the benefit of the holders of the convertible preferred stock, including restrictions on the Company’s ability to amend its certificate of incorporation and bylaws in any manner that materially and adversely affects any rights of a preferred holder, prohibition on the Company’s authorizing or issuing any class of capital stock senior to the Series H or Series I Preferred Stock in liquidation, and prohibition on the Company repurchasing more than ade minimisnumber of shares of its common stock or other junior securities.

The securities purchase agreement requires the Company to prepare a an operating budget for the Company and its subsidiaries for the eighteen (18) month period commencing on July 1, 2017 and ending on December 31, 2018 and procure the written approval of the operating budget by the investor (or from each investor, if there is more than one investor), prior to the closing date for the third tranche of Series H Preferred Stock, June 30, 2017. The investor agreed not to unreasonably withhold or delay approval.

The securities purchase agreement also prohibits the Company from issuing additional equity securities until 60 days after the effective date of a registration statement covering the resale of the common stock issuable upon exercise conversion of the preferred stock and issuing additional debt or equity securities with variable a conversion or exercise price for a period of 12 months after the closing of the transaction.

The securities purchase agreement places certain restrictions and requirements on the conduct of the Company’s business until such time as (i) not more than 25% of the Series H and Series I Preferred Stock remains outstanding, or (ii) the investor holds less than 25% of the outstanding common stock issued on conversion of both classes of preferred stock. These restrictions and requirements lapse if the investor does not close on any of the tranches described above, and include:

• The Company will operate its business, and the businesses of its subsidiaries, only in the ordinary course, including, without limitation, the expenditure or utilization of available funds, and in accordance with the operating budget after the operating budget is adopted in accordance with the securities purchase agreement.

• The Company will not create, incur or assume any long-term debt (including obligations in respect of leases) or create any encumbrance upon any of its properties or assets or guarantee or otherwise become liable for the obligations of any other person or make any loans or advances to any person.

• Neither the Company nor any subsidiaries will sell or otherwise dispose of any of their properties or assets except in the ordinary course of their respective businesses.

• Neither the Company nor any subsidiaries will enter into any agreement other than agreements made in the ordinary course of their respective businesses. Investment transactions approved by the Board of Directors in accordance with the terms of the securities purchase agreement and the transactions contemplated by the letter of intent between the Company and Emmaus Life Sciences, Inc., will be considered made in the ordinary course of the Company’s business.

Until such time as (i) not more than 25% of the Series H and Series I Preferred Stock remains outstanding, or (ii) the investor holds less than 25% of the outstanding common stock issued on conversion of both classes of preferred stock, the company must establish and maintain an investment committee:

• The purpose of the investment committee will be to source and evaluate acquisition and investment transactions.

• The investment committee will be comprised of Joseph Moscato, Andrew Greene, Andrew Ro, Dr. Jason Terrell, and Richard Purcell. The addition of any further members to the investment committee or the replacement of any members of the investment committee shall require the consent of the Company and the investor.

• The investment committee will conduct due diligence with respect to any prospective investment transaction.

• If the investment committee is satisfied with its due diligence, it will enter into negotiations with relevant third parties of the terms and conditions for consummation of the investment transaction.

• If the investment committee determines that the terms and conditions are reasonable and appropriate and that the investment transaction is in the best interests of the Company and its stockholders, the investment committee shall submit the investment transaction to the Company’s Board of Directors for its consideration.

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The securities purchase agreement requires the Company to maintain its operating and investment accounts at financial institutions acceptable to the investor, acting reasonably. All activity in the investment account must be authorized by both the Company’s President and CEO and a representative of the investor.

The Company may not undertake a reverse or forward stock split or reclassification of the common stock without the prior written consent of the investor, or if there is more than one investor, investors holding a majority in interest of the shares of preferred stock.

The securities purchase agreement requires that any new directors of the Company be “Independent Directors” as defined by Nasdaq Rule 5605.

The Series I Preferred Stock, when issued, shall have a special one-time voting right. At the first meeting of the Company’s stockholders following the initial issuance of the Series I Preferred Stock, the Series I Preferred Stock shall be entitled to vote on (i) the election of individuals to serve as members of the Board of Directors, and (ii) any proposal to increase the authorized number of shares of the Company’s common stock. The Series I Preferred Stock, as a class, shall be entitled to cast a number of votes on such proposal equal to fifty percent (50%) of the total number of votes entitled to be cast at such meeting (determined as of the record date for such meeting) by all other outstanding shares of the Company’s capital stock.

The investor has agreed in the securities purchase agreement to exercise the above rights in favor of (a) the election of Company management’s slate of directors, and (b) the Company’s proposal to increase the authorized number of shares of common stock, both as set forth in Company management’s proxy statement in respect of the first meeting of the Company’s stockholders to be held after the date hereof.

During the period commencing on the date upon which the Company’s stockholders have approved an increase in the authorized number of shares of common stock and ending on December 31, 2018, the holders of any shares issued upon conversion of the preferred stock have agreed to vote such shares in favor of Company management’s slate of directors.

The securities purchase agreement contains representations and warranties and covenants for each party, which must be true and have been performed at each closing. The Company has agreed to indemnify and hold the investor harmless against certain liabilities in connection with the issuance and sale of the convertible preferred stock and warrants under the securities purchase agreement.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires that Generex's directors and executive officers, and any persons who own more than ten percent (10%) of Generex's common stock, file with the Securities and Exchange Commission (the “SEC”) initial reports of ownership and reports of changes in ownership of common stock and other equity securities of Generex. Such persons are required by SEC regulations to furnish Generex with copies of all such reports that they file. To the knowledge of Generex, based upon its review of these reports, all Section 16 reports required to be filed by its directors and executive officers during the fiscal year ended July 31, 2016 were filed on a timely basis.

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OTHER INFORMATION

Stockholder Proposals for the Next Annual Meeting

Any proposals of stockholders intended to be presented at the 2017 annual meeting of stockholders must be received by Generex at 4145 North Service Road, Suite 200, Burlington, Ontario, Canada L7L 6A3, no later than a reasonable time before Generex begins to print and distribute its proxy materials in order to be included in the proxy materials and form of proxy relating to such meeting. It is suggested that stockholders submit any proposals by an internationally recognized overnight delivery service to the Secretary of Generex at its principal executive offices located at 4145 North Service Road, Suite 200, Burlington, Ontario, Canada L7L 6A3. Such proposal must meet the requirements set forth in the rules and regulations of the SEC in order to be eligible for inclusion in the proxy materials for such meeting. The 2017 annual meeting is scheduled to take place on June 7, 2017.

For business to be properly brought before the 2017 annual meeting by a stockholder in a form other than a stockholder proposal requested to be included in Generex’s proxy materials, any stockholder who wishes to nominate a person for election as director or bring another item of business before the annual meeting of stockholders must give notice of such intention to nominate or other business item in writing to the Secretary of Generex not less than 60 nor more than 90 days prior to the annual meeting. In the event that less than 70 days’ notice or prior disclosure of the date of the meeting is given or made to stockholders, notice of such nomination or business to be timely must be received by the Secretary of Generex not later than the close of business on the 10th day following the day on which such notice of the date of the meeting was mailed or such public disclosure was made. The stockholder's notice of such nomination or business must provide information about the nominee, the nature of the other business and the stockholder proposing such nomination or business, as required by Generex's bylaws. A copy of these bylaw requirements will be provided upon request in writing to David Brusegard, Secretary, at the principal offices of Generex.

If there should be any change in the foregoing submission deadlines, Generex intends to publicly disseminate information concerning the change.

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Appendix A

AUDIT COMMITTEE CHARTER

The Audit Committee (the "Committee") is appointed by the Board of Directors (the "Board") to assist the Board in monitoring (1) the integrity of the Company's financial statements and reports and (2) the independence and performance of the Company's auditors. The Committee shall be solely responsible for the appointment, compensation, retention and oversight of the work of any independent auditors employed by the Company for the purpose of preparing or issuing an audit report or related work. The independent auditor so employed shall report directly to the Committee.

The Committee shall pre-approve all auditing and permitted non-audit services (including the fees and terms thereof) to be performed for the Company by its independent auditor, subject to the de minimis exceptions for non-audit services described in Section 10A(i)(1)(B) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), which are approved by the Committee prior to the completion of the audit. The Committee may form and delegate authority to subcommittees consisting of one or more members when appropriate, including the authority to grant pre-approvals of audit and permitted non-audit services, provided that such delegation is in compliance with Section 10A(i)(3) of the Exchange Act and the rules thereunder and decisions of such subcommittees to grant pre-approvals shall be presented to the Committee at its next scheduled meeting. The Committee shall not delegate its responsibilities to pre-approve services performed by the independent auditors to management.

The Committee shall have the authority to retain independent legal, accounting or other consultants or advisors to advise it. The Committee shall have the authority to request any officer or employee of the Company or the Company's outside counsel, auditor or other consultant or advisor to attend a meeting of the Committee or to meet with any members of, or consultants or advisors to, the Committee. The Company shall provide sufficient funds to the Committee for the retention, use or employment of any legal, accounting or other consultant or advisor by the Committee that is necessary for the Committee to carry out its duties under this Charter.

The Committee shall:

1. Review and reassess the adequacy of this Charter from time to time and recommend any proposed changes to the Board for approval.

2. Review the Company's annual audited financial statements with management and the Company's independent auditor, including major issues regarding accounting and auditing principles and practices.

3. Review with management and the Company's independent auditor any significant financial reporting issues and judgments observed by or brought to the attention of the Committee relative to the preparation of the Company's financial statements.

4. Review the Company's quarterly financial statements prior to the filing of its Form 10-Q.

5. Review any proposed major changes to the Company's auditing and accounting principles prior to their adoption.

6. Receive periodic reports from the Company's independent auditor regarding the auditor's independence, discuss such reports with the auditor, and recommend any Board action deemed necessary and appropriate by the Committee to assure the independence of the auditor.

7. Ensure the rotation of the audit partners of the independent auditor to the extent required by law.

8. Recommend to the Board policies for the Company's hiring of employees, or former employees, of the Company's independent auditor who participated in any capacity in the audit of the Company, prior to the Company's hiring any such persons.

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9. Review and discuss reports from the independent auditor on: (a) all critical accounting policies and practices to be used; (b) all alternative treatments of financial information within generally accepted accounting principles that have been discussed with management, ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the independent auditor; and (c) other material communications between the independent auditor and management.

10. Discuss with the independent auditor the matters required to be discussed with the Committee by the independent auditor under Statement on Auditing Standards No. 61 relating to the conduct of the audit of the Company's financial statements.

11. Review with the Company's independent auditor any problems or difficulties the auditor may have encountered, as well as any management letter provided by the auditor and the Company's response to that letter.

12. Review and discuss with management, the independent auditor and the Controller: (a) the adequacy and effectiveness of the Company's internal controls (including any significant deficiencies and significant changes in internal controls reported to the Committee by the independent auditor or management); (b) the Company's internal audit procedures; and (c) the adequacy and effectiveness of the Company's disclosures controls and procedures, and management reports thereon.

13. Review disclosures made to the Committee by the Company's Chief Executive Officer and Chief Financial Officer during their certification process for the Form 10-K and Form 10-Q about any significant deficiencies in the design or operation of internal controls or material weaknesses therein and any fraud involving management or other employees who have a significant role in the Company's internal controls.

14. Prepare the report required by the rules of the Securities and Exchange Commission to be included in the Company's annual proxy statement.

15. Review with the Company's attorneys such legal matters as the Committee determines may have a material impact on the Company's financial statements.

16. Evaluate together with the Board the performance of the Company's independent auditor.

17. Review the appointment and any replacements of the Company's principal accounting officer.

18. Establish procedures for the receipt, retention and treatment of complaints received regarding accounting, internal accounting controls or auditing matters and the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters.

The Committee shall consist of no fewer than three members. Each member of the Committee shall be independent and shall have the ability to read and understand financial statements, including the Company's balance sheet, income statement and cash flow statement. For purposes of this Charter, to be considered "independent" a Committee member: (1) must meet the independence requirements of the NASDAQ Stock Market, Inc. and any U.S. Securities and Exchange Commission regulation applicable to the Company; and (2) may not, other than in his or her capacity as a member of the Committee, (a) accept any consulting, advisory or other compensatory fee from the Company or any subsidiary thereof, or (b) be an affiliated person of the Company or any subsidiary thereof.

Committee members shall be members of the Board of the Company and shall be nominated and elected by the full Board annually. The full Board shall promptly fill vacancies that may occur on the Committee. At least one member of the Committee shall have past employment experience in finance or accounting, or comparable experience or background (including, for example, being or having been a chief executive officer, chief financial officer or other senior corporate officer with financial oversight responsibilities) which results in such member having financial sophistication. The qualifications of Committee members shall be determined by the full Board.

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Meetings of the Committee may be called from time to time by the Chairman or any two members of the Committee upon not less than seventy-two (72) hours prior notice (which may but need not state the business intended to be conducted at the meeting), provided that a meeting may be held without such notice if all members are present or, if absent, waive notice of the meeting. A majority of the members of the Committee shall constitute a quorum for the purpose of taking any action upon any matter than may come before it, and the Committee may take any action which it is authorized to take as a committee without the necessity of a meeting if all members of the Committee consent in writing in accordance with Section 141(f) of the Delaware General Corporation Law. The Chairman of the Committee shall promulgate such other rules or procedures as he or she deems necessary or appropriate for the proper and efficient conduct of the business of the Committee.

While the Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Committee to plan or conduct audits or to determine that the Company's financial statements are complete and accurate and in accordance with generally accepted accounting principles. This is the responsibility of management and the independent auditor. Nor is it the duty of the Committee to conduct investigations, to resolve disagreements, if any, between management and the independent auditor or to assure the Company's compliance with laws and regulations relating to financial disclosure or any other area.

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Appendix B

FORM OF CERTIFICATE OF AMENDMENT

TO

RESTATED CERTIFICATE OF INCORPORATION

OF

GENEREX BIOTECHNOLOGY CORPORATION

Generex Biotechnology Corporation, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”),

DOES HEREBY CERTIFY:

FIRST: That, in accordance with Section 242 of the DGCL, the Board of Directors of Generex Biotechnology Corporation (the “Corporation”), by unanimous written consent filed with the minutes of the Board of Directors, duly adopted by resolution the amendment (the “Amendment”) to the Corporation’s Restated Certificate of Incorporation (the “Certificate of Incorporation”) and directed that said Amendment be submitted to the stockholders of the Corporation for consideration.

SECOND: That thereafter, the holders of a majority of the outstanding stock of the Corporation entitled to vote thereon approved the Amendment at a special meeting of the Corporation’s stockholders in accordance with Section 242 of the DGCL.

THIRD: Effective upon the filing of this Certificate of Amendment with the Delaware Secretary of State, the Certificate of Incorporation is hereby amended by deleting Article FOURTH in its entirety and replacing it with the following:

“FOURTH: The aggregate number of shares of all classes of stock that this Corporation shall have the authority to issue is 751,00,000 shares, consisting of 750,000,000 shares of common stock, par value $.001 per share, and (b) 1,000,000 shares of preferred stock, par value $.001 per share. The preferred stock may be issued in one or more series and may have preferences as to dividends and to liquidation of the Corporation. The Board of Directors of the Corporation shall establish the specific rights, preferences, voting privileges and restrictions of such preferred stock or any series thereof.

FOURTH: Effective upon the filing of this Certificate of Amendment with the Delaware Secretary of State, the Certificate of Incorporation is hereby amended by deleting Article FIRST in its entirety and replacing it with the following:

FIRST: The Name of the Corporation is NuGenerex Biotechnology Holdings, Inc.

FIFTH: This Certificate of Amendment will be effective upon filing.

IN WITNESS WHEREOF, Generex Biotechnology Corporation has caused this Certificate of Amendment to the Restated Certificate of Amendment to be signed by Joseph Moscato, its President & Chief Executive Officer, this      day of June, 2017.

GENEREX BIOTECHNOLOGY CORPORATION
By:
	Joseph Moscato     President & Chief Executive Officer

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Appendix C

2017 EQUITY INCENTIVE PLAN

ARTICLE1

ESTABLISHMENT,PURPOSE,EFFECTIVEDATE,EXPIRATIONDATE

•                     ESTABLISHMENT.NuGenerex Biotechnology Holdings, Inc. (f/k/a Generex Biotechnology Corporation), aDelaware corporation (the “Company”), herebyestablishes theNuGenerex Biotechnology Holdings, Inc.2017Equity IncentivePlan(the “Plan”).

•                     PURPOSE. The purposeof thePlanis toadvance the interests of theCompanyand itsshareholders byenhancing theCompany’s ability toattract and retain qualified persons toperform services for theCompany,byproviding incentives to suchpersons to putforth maximum efforts for theCompany and byrewarding persons who contributetothe achievement of theCompany’s economic objectives. Tofurther theseobjectives,thePlan provides for thegrant ofOptions, StockAppreciation Rights, Restricted Stock, Restricted Stock Units,Stock Grants, Stock Units,Performance Shares and Performance Share Units. ThePlan also permits the grantofAwards that qualifyforthe “performance-based compensation” exception to thelimitationsonthe deductionofcompensation imposed bySection162(m) of theCode. At the same time, the Planpermits the Committee, inthe exercise ofits discretion,togrant Awards toCovered Employeesthatdo notqualify for the “performance-based compensation” exception.

•                     EFFECTIVE DATE. The Plan willbecomeeffectiveonthe date it is approved bythe shareholdersatthe Company’s 2017Special Meetingof Stockholders(the “Effective Date”).

1.4       EXPIRATIONDATE.ThePlanwill expire on, and noAward maybegranted underthe Plan after, the tenth(10th)anniversary oftheEffectiveDate (the “Expiration Date”). Any Awards that are outstanding on theExpiration Dateshall remain inforce according to thetermsof thePlan and theapplicable Award Agreement.

ARTICLE2

GLOSSARY; CONSTRUCTION

2.1                 GLOSSARY. Whenawordorphrase appears in this Plan document with the initial letter capitalized, and thewordorphrase does not commence asentence,theword orphrase will generally begiven themeaning ascribed to it inArticle 1 or inthe attached Glossary, whichis incorporated into and ispart ofthe Plan. Allofthese key terms are listed in theGlossary. Whenever these key terms areused,theywillbegiven the defined meaning unless aclearly different meaning isrequiredbythe context.

2.2              CONSTRUCTION.Themasculine gender, where appearing in thePlan, shall include the feminine gender (andviceversa), and thesingular shall include the plural, unless thecontext clearly indicates to thecontrary.If anyprovisionofthis Plan isdetermined tobefor anyreason invalidorunenforceable, the remaining provisions shall continue infull force andeffect.

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ARTICLE3

ELIGIBILITYANDPARTICIPATION

1.                      GENERAL ELIGIBILITY. Persons eligibletoparticipateinthis Plan include allemployees, officers,Non-EmployeeDirectorsof, andConsultants to,the Companyorany Affiliate. Awardsmayalsobegranted to prospective employees orNon-Employee Directors but noportion of any suchAward will vest, become exercisable,beissued,orbecomeeffective prior tothe date on whichsuch individual begins toprovide services to the Company or itsAffiliates.

2.                      ACTUALPARTICIPATION. Subject totheprovisionsofthe Plan, the Committeemay, fromtime totime, select fromamongalleligible individuals, those towhom Awards will begranted andwilldetermine thenature and amountofeach Award.

ARTICLE4

ADMINISTRATION

4.1              GENERAL.ThePlan shall beadministered by theCommittee or, withrespect toindividuals who are Non-Employee Directors, the Board. All references inthe Plan to the“Committee” shall refer to theCommitteeorBoard, asapplicable. TheCommittee,bymajority action thereof, is authorized tointerpret the Plan, toprescribe, amend, andrescind rules andregulations as itmay deem necessary oradvisable toadminister thePlan, toprovide forconditionsandassurancesdeemednecessaryoradvisable to protect theinterestsofthe Company, and tomakeallother determinations necessary oradvisable for the administration of thePlan, but only tothe extent not contrary to theexpress provisions of thePlan. Determinations, interpretations, orother actions made ortakenby theCommittee ingood faith pursuanttothe provisions ofthe Planshallbefinal, binding andconclusive forall purposesofthe Plan.

4.2              COMMITTEE RESPONSIBILITIES. Subjectto theprovisionsofthe Plan, theCommittee shall have the authority to: (a) designate the Participants who are entitledtoreceive Awards under thePlan;(b)determine the types of Awards and thetimes when Awards will begranted;(c)determinethenumberofAwardsto begranted andthe number ofshares ofStock to which anAward will relate; (d) determine thetermsandconditionsof anyAward, including,but notlimitedto,the purchase priceorexercise price orbase value, the grant price, the period(s) duringwhich such Awards shall beexercisable (whether inwholeorin part); (e) anyrestrictions orlimitationsontheAward,anyschedule forlapseofrestrictions orlimitations, and accelerationsorwaivers thereof, based ineach caseon suchconsiderations as theCommittee determines; provided, however, that except in thecaseofaChange inControl, theCommittee shall not have the authority toaccelerate thevestingorwaive theforfeiture restrictionsonany Performance-Based Award; (f) determine whether, towhat extent, and inwhat circumstances anAward may besettledin, orthe exercise priceorpurchase price ofanAwardmaybepaid incash, Stock, orother Awards,orother property, orwhetheranAwardmay becanceled, forfeited, exchanged orsurrendered; (g) prescribe the form of eachAward Agreement, which need notbe thesameforeach Participant;(h)decide all other matters thatmust bedetermined in connection with anAward; (i) interpret thetermsof, anddetermine anymatter arisingpursuant to,the Planor anyAward Agreement; and (j)make allother decisions or determinations thatmayberequired pursuant tothe Planor anAwardAgreement as theCommitteedeemsnecessary oradvisable toadministerthePlan. TheCommittee shall also have the authority tomodify existingAwards to the extent that such modification iswithin the power andauthorityofthe Committee asset forth in the Plan.

4.3       DECISIONS FINAL. The Committee shallhavetheauthority to interpret the Plan andsubjectto theprovisions ofthe Plan, anyAward Agreement, and alldecisions anddeterminations by theCommittee withrespect tothe Planare final, binding andconclusive on allparties. No member of theCommittee shallbeliable forany actionordetermination made ingood faith with respect to thePlan or anyAward granted under thePlan.

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ARTICLE5

SHARES AVAILABLEFORGRANT

5.1              NUMBER OF SHARES. SubjecttoadjustmentasprovidedinSection5.4, theaggregatenumber ofsharesofStock reserved and available for grant pursuant to thePlan shall be ■. ThesharesofStock delivered pursuant to anyAward may consist,inwholeorinpart,ofauthorizedbyunissued Stock, treasuryStock notreserved for anyother purposes,orStock purchasedontheopenmarket.

5.2              SHARECOUNTING.Thefollowingrulesshall apply solely forpurposesofdetermining thenumber ofshares ofStock available forgrantunder the Plan at anygiven time:

(a)               Intheevent anyAward granted under thePlan,or anyaward outstanding underthe PriorPlanafter the EffectiveDate isterminated, expired, forfeited,orcanceled for anyreason, thenumber ofshares of Stocksubject to suchAwardwill again beavailable forgrant under thePlan (i.e., any priorcharge against thelimit set forth inSection 5.1 shallbereversed).

(b)               IfsharesofStock are notdelivered in connection with anAward because theAwardmay only besettled in cash rather than inStock, nosharesofStock shallbecounted against thelimit set forthin Section 5.1.If anyAward may be settled incashorStock,therules set forth inSection 5.2(a) shall apply until the Award is settled, atwhichtimetheunderlying sharesofStock will be addedback to theshares available forgrantpursuant toSection 5.1 but only if theAward is settled incash.

(c)               Theexerciseof astock-settled SARorbroker-assisted “cashless” exerciseof anOption (or aportion thereof) will reduce the number ofshares available for grant under Section 5.1 by theentirenumber ofshares ofStock subject to that SAR orOption (orapplicable portion thereof), even though asmaller numberofsharesofStockwill beissued uponsuch anexercise.

(d)               Shares of Stocktendered to pay theexercise price of an Optionortendered, withheldorotherwise relinquished by aParticipanttosatisfy atax withholding obligation arising inconnection with anAward will not againbecome Stock available forgrantunder the Plan. Moreover, shares ofStock purchasedon the openmarketwith cash proceeds generated bythe exercise of anOptionwillnot increaseorreplenish the number ofshares availableforgrantunder Section 5.1.

(e)               If theprovisions ofthis Section 5.2 are inconsistent with therequirements of anyregulations issued pursuant toSection 422of theCode, the provisionsofsuch regulations shall control over the provisionsofthis Section 5.2, but only asthis Section 5.2relatestoIncentive Stock Options.

(f)                 TheCommitteemay adopt suchother reasonable rulesandprocedures asitdeemsto beappropriate for determiningthenumberofsharesofStock that areavailable for grant under Section 5.1.

5.3              AWARDLIMITS. Notwithstandinganyother provision inthe Plan, and subject to adjustment asprovided in Section 5.4:

(a)               Themaximum number ofsharesofStock thatmay beissued asIncentive Stock Options under thePlan shall be thesame numeric limit set forth inSection 5.1.

(b)               Themaximum number ofshares ofStock thatmay begranted to any oneParticipantduring any12-month period withrespect to one ormore Awards shall be ■

(c)               The aggregate Grant Date Fair Market Value of Awards granted to any one Participant who is a Non-Employee Director during any one 12-month period with respect to one or more Awards shall be $■.

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5.4        ADJUSTMENT INCAPITALIZATION.In the eventof anychangein theoutstanding shares ofStock by reasonof aStock dividend orsplit, recapitalization, liquidation, merger, consolidation, combination, exchange ofshares,orother similar corporate change, theCommittee shall make aproportionate adjustment in:(a) thenumber andclassofshares ofStock made available for grant pursuant to Section 5.1; (b) thenumberofsharesofStocksetforth inSection 5.3, 11.9, andany other similar numeric limit expressed inthe Plan; (c) thenumber andclass ofand/or priceofsharesofStock subject to thenoutstanding Awards; (d) subject tothelimitations imposed onPerformance-BasedAwards, theperformance targetsorother goals applicable to anyoutstanding Awards; or(e)anyother terms of anAward that are affected by theevent. Moreover, in theeventof suchtransactionorevent, the Committee, inits discretionmayprovide insubstitutionfor any orall outstanding awards under the Plansuchalternative consideration (including cash)asit, in good faith,maydetermineto beequitable under thecircumstancesandmayrequire inconnection therewith the surrenderofall Awards soreplaced. Any actiontaken pursuantto this Section 5.4shall betakenin amanner consistentwith therequirements ofSection 409A of theCode and, inthe caseofIncentive Stock Options, in accordancewiththe requirements ofSection 424(a) of theCode.

5.5              REPLACEMENT AWARDS. Intheevent of anycorporate transaction inwhich theCompany or anAffiliate acquires acorporate entity which, atthetime of suchtransaction, maintainsanequity compensation plan pursuant to whichawardsofstock options, stock appreciation rights, restricted stock, or anyother form ofequity basedcompensation are then outstanding(the“Acquired Plan”), the Committeemay makeAwards toassume, substitute orconvert such outstanding awards in suchmannerasmay bedetermined tobeappropriate andequitablebytheCommittee; provided, however, that thenumberofshares ofStock subject to anyAward shall alwaysbe awhole number byrounding any fractional share to thenearest whole share. Options orSARs issued pursuant tothis Section 5.5shall notbesubjectto therequirement that theexercise priceofsuch Award notbeless thanthe Fair Market Value of Stock on thedate theAward is granted. Sharesused inconnection with anAward granted insubstitution for anaward outstanding underanAcquired Planunderthis Section 5.5 shall not becounted against the numberofsharesofStock available for grant under Section 5.1. Any sharesofStock authorized andavailable for issuance under theAcquired Plan shall, subject toadjustmentasdescribed inSection5.4,beavailable for use inmaking Awards under this Plan withrespect topersons eligible undersuch Acquired Plan, byvirtueof theCompany’s assumption ofsuch Acquired Plan,consistent with Nasdaq Rules(or rules of anyother exchange uponwhichthe Stock is thentraded), assuch Rulesmay beamended orreplaced from time totime.

5.6              FRACTIONALSHARES. No fractional sharesof Stockshallbeissued pursuant tothe Plan. Unlessthe Committee specifies otherwise in theAward Agreement,or pursuant to anypolicy adoptedby theCommittee, cash will begiveninlieuoffractional shares.In theeventof adjustment asprovided inSection 5.4 or theissuance ofreplacement awards asprovided in Section 5.5, thetotalnumber ofshares ofStock subject to anyaffected Award shall always be awhole numberby rounding anyfractional shareto thenearest whole share.

ARTICLE6

STOCK OPTIONS

6.1              OPTIONS. Subject to the termsandprovisionsof the Plan theCommittee, atany timeand fromtime totime, may grant Optionstooneormore Participants upon suchterms andconditionsand in suchamounts, asshall bedetermined by theCommittee. Options arealso subject to thefollowing additionalterms andconditions:

(a)               Exercise Price. No Option shallbegrantedat anexercise price that isless thantheFairMarket Value ofone share ofStock on theGrantDate.

(b)               ExerciseofOption. Options shallbeexercisableatsuch times and in suchmanner, andshallbesubject tosuch restrictions orconditions,asthe Committee shall ineachinstance approve,which need not be thesame foreach grantorfor each Participant.

(c)               TermofOption. Each Option shall expireatsuch time asdetermined by theCommittee; provided, however, that no Optionshall beexercisable later than thetenth (10th) anniversary theGrantDate.

(d)               Payment. The exercise price forany Optionshallbe paid incash orsharesofStock held forlonger than six (6) months (through actual tenderor byattestation).In theAward Agreement, the Committeealsomayprescribe other methods bywhich the exercise priceof anOptionmay bepaid and theformofpayment including, without limitation, anynet-issuancearrangement orother property acceptableto theCommittee (including broker-assisted “cashless exercise” arrangements),andthe methodsby whichsharesofStock shallbedeliveredor deemed to bedelivered toParticipants.TheCommittee, inconsiderationofapplicable accounting standards andapplicable law,maywaivethe six (6)month share holding period described inthe first sentence ofthis paragraph (d) in theevent payment of anOption ismade through the tendering ofshares.

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(e)               RESERVED.

(f)                NontransferabilityofOptions. No Optionmaybesold, transferred, pledged, assigned, orotherwise alienated orhypothecated, other than by will or by thelawsofdescent anddistribution. Further, all Options granted to aParticipant shall beexercisable during his or herlifetime only by suchParticipantor his or herlegal representative. Notwithstandingtheforegoing, theCommitteemay,in itsdiscretion, permit thetransferofanOption to aFamily Member, trust orpartnership,or to acharitable organization, provided that novalueorconsideration isreceivedby theParticipant with respect to such transfer.

6.2              INCENTIVESTOCK OPTIONS. Incentive Stock Options shallbegranted only toParticipants who areemployeesand theterms of anyIncentive StockOptionsgrantedpursuant tothe Plan must comply with thefollowing additional provisions ofthis Section 6.2:

(a)               Exercise Price. SubjecttoSection 6.2(e), theexercise price pershareofStock pursuant to anyIncentiveStockOption shall be set by theCommittee, provided that theexercise price for anyIncentiveStockOption shall not beless thantheFair Market Value ofone share ofStock as ofthe Grant Date.

(b)               TermofIncentive Stock Option.Innoevent may anyIncentive StockOption beexercisable for more than ten (10) years from theGrantDate.

(c)               LapseofOption. An Incentive Stock Option shall lapse in the following circumstances:

(1)               TheIncentive Stock Option shall lapse ten(10) years from theGrant Date, unless anearliertime isset in the Award Agreement;

(2)                TheIncentive Stock Option shall lapse upon aTerminationofEmploymentfor any reasonother than the Participant’s death orDisability, unless otherwise provided in theAward Agreement; and

(3)               IftheParticipant incurs aTerminationofEmployment onaccountofDisability ordeath before the Option lapses pursuant toparagraph (i) or(ii) above, theIncentive Stock Optionshall lapse, unless it ispreviously exercised, on theearlier of: (a) thescheduled termination dateoftheOption; or(b)twelvemonths after thedateofthe Participant’s Termination ofEmploymentonaccount ofdeathorDisability. Upon the Participant’s deathorDisability, anyIncentive Stock Options exercisableat theParticipant’s deathorDisability may beexercisedby theParticipant’s legal representative or representatives, bythe person orpersons entitled to do sopursuanttothe Participant’s last will andtestament, or, if the Participant fails tomaketestamentary disposition of suchIncentive Stock Option or diesintestate,by theperson orpersons entitled to receive theIncentive StockOption pursuantto theapplicable laws ofdescent and distribution.

(d)               Individual Dollar Limitation.Theaggregate Fair Market Value (determined as ofthe time anAwardismade) of allshares ofStockwithrespectto whichIncentive StockOptionsare first exercisable by aParticipantin anycalendar yearmay not exceed $100,000 orsuch other limitationasimposedbySection 422(d)of theCode,or anysuccessor provision. Tothe extent that Incentive Stock Options are first exercisable by aParticipant inexcessofsuch limitation, theexcess shall beconsidered Non-Qualified Stock Options.

(e)               Ten Percent Owners. An IncentiveStock Optionmaybegranted toany individual who, atthe Grant Date,owns stock possessing morethanten percent (10%) of thetotal combined voting power ofall classesofStock of theCompany only if suchOption isgrantedataprice that isnot less than110%ofFair Market Valueonthe Grant DateandtheOption is exercisable fornomore thanfive (5)yearsfrom theGrant Date.

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(f)                RighttoExercise. Except asprovided inSection 6.2(c)(iii),anIncentive Stock Option may beexercised only by theParticipant during theParticipant’s lifetime.

(g)               Limitation onNumberof SharesSubject toAwards.Inaccordance with Section 5.3(a), but subject to adjustment asprovided inSection5.4, themaximum number ofsharesofStock thatmaybeissuedasIncentive Stock Options under thePlan shall bethe same numeric limit set forth inSection 5.1.

ARTICLE7

STOCKAPPRECIATIONRIGHTS

7.1              STOCKAPPRECIATIONRIGHTS. Subjecttotheterms andprovisionsofthe Plan, theCommittee, at anytime and fromtime totime, may grantSARs to oneormore Participants uponsuchterms andconditions and insuch amounts, asshallbedetermined by theCommittee.SARs may begranted inconnectionwiththe grantof anOption,inwhich case theexercise ofsuch SARs will result inthe surrender oftheright topurchase the shares under theOption as towhichtheSARs were exercised. When SARs aregrantedinconnection anIncentive Stock Option, theSARs shall have suchterms andconditions asshallberequired bySection 422 ofthe Code. Alternatively, SARsmay begranted independently ofOptions. SARs are also subject to thefollowing additional terms and conditions:

(a)               Base Value. No SAR shallbegrantedat abase value that isless than theFair MarketValueofone shareofStock on theGrant Date.

(b)               ExerciseofSARs.SARsshallbeexercisableatsuch times and besubject tosuch restrictionsandconditions as theCommittee shall,in eachinstance approve, which need notbethesame for allParticipants.

(c)               TermofSARs. Each SAR shall expireat suchtimeasdetermined by theCommittee; provided, however, that noSAR shall beexercisable later than the tenth (10th) anniversary theGrant Date.

(d)               PaymentofSAR Amount. Upon the exerciseofaSAR, theParticipant shallbeentitledtoreceive the payment ofanamount determined bymultiplying: (i) the excess, ifany, of theFairMarket Value of ashareofStock on thedate ofexercise, over thebase value fixed bythe CommitteeontheGrant Date; by(ii)thenumber ofshares with respect towhich theSAR isexercised.Paymentfor SARs shall bemade inmanner andat thetime specified by theCommitteeinthe Award Agreement. At thediscretionof theCommittee, theAward Agreementmayprovide for payment ofSARsincash, shares ofStock ofequivalent value, orin acombination thereof.

(e)               RESERVED.

(f)                NontransferabilityofSARs. No SAR maybesold, transferred, pledged, assigned, orotherwise alienatedorhypothecated, other than by will or by the laws ofdescentanddistribution. Further, all SARs granted to aParticipant shall beexercisable during his or herlifetimeonly by suchParticipant orhisor herlegal representative. Notwithstandingtheforegoing, the Committeemay, in itsdiscretion, permit thetransfer of aSAR to aFamily Member, trust orpartnership,or to acharitable organization, provided that novalue orconsiderationisreceivedby theParticipant with respect to such transfer.

ARTICLE8

RESTRICTEDSTOCKANDRESTRICTED STOCK UNITS

8.1              RESTRICTEDSTOCK. Subjecttotheterms andprovisions ofthe Plan, the Committee,at anytime andfrom time totime, may grant RestrictedStock toone ormore Participants upon suchterms andconditions, andin suchamounts, asshallbedetermined by theCommittee. Restricted Stock Awards arealso subject to thefollowing additionalterms andconditions:

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(a)               Issuance and Restrictions. Restricted Stock shallbesubjecttosuch conditions and/or restrictionsas theCommitteemayimpose (including, without limitation, limitations ontransferability, therighttoreceive dividends,ortheright tovote the Restricted Stock), which need not bethesameforeachgrant or for eachParticipant. These restrictionsmaylapse separatelyor incombination at suchtimes, pursuanttosuch circumstances, in suchinstallments,orotherwise, asdetermined by theCommittee. Except asotherwise providedinthe Award Agreement, Participants holding shares of Restricted Stockmaynot exercise voting rights withrespectto theshares ofRestricted Stock duringtheperiodofrestriction.

(b)               Forfeiture.Except asotherwise provided in the Award Agreement,upon aTerminationofEmployment (orTermination ofService in thecase of aConsultantorNon-Employee Director) during theapplicable periodofrestriction, Restricted Stock that is atthattimesubject torestrictions shallbeforfeited.

(c)               EvidenceofOwnership for Restricted Stock. Restricted Stock grantedpursuanttothe Planmay beevidenced insuch manner as theCommittee shall determine, which may includeanappropriate book entrycredit on thebooks ofthe Company or a dulyauthorized transferagent ofthe Company.Ifcertificates representing sharesofRestricted Stock areregistered inthe name of theParticipant, the certificates must bear anappropriate legend referring tothe terms, conditions, andrestrictions applicable to suchRestricted Stock, and the Companymay, in itsdiscretion, retain physical possession ofthe certificate until suchtimeas allapplicable restrictions lapse.

8.2              RESTRICTEDSTOCK UNITS. Subjecttothe terms andprovisions of thePlan, the Committee,at anytime and fromtime totime,maygrant Restricted Stock Units to one ormore Participants upon suchterms andconditions,and in suchamounts, asshallbedetermined bythe Committee. Restricted Stock Unit Awards are also subject to the following additionaltermsandconditions:

(a)               Issuance and Restrictions. Restricted StockUnitAwardsgrant aParticipant the right to receiveaspecified numberofsharesofStock, or acash payment equal to theFair Market Value (determined asofaspecified date) of aspecified numberofshares ofStock, subject to suchconditions and/or restrictions asthe Committeemayimpose, whichneed not be thesame for each grant orforeachParticipant. These restrictions may lapseseparatelyor incombinationat suchtimes,insuch circumstances, insuch installments,orotherwise,asdeterminedby theCommittee.

(b)               Forfeiture.Except asotherwise provided in the Award Agreement,upon aTerminationofEmployment (orTermination ofService in thecase of aConsultantorNon-Employee Director) during theapplicable period ofrestriction, RestrictedStockUnits that areatthattimesubject torestrictions shall be forfeited.

(c)               Form and TimingofPayment.PaymentforvestedRestricted Stock Unitsshallbemade in themannerand atthe time designated by theCommitteein theAward Agreement.In theAward Agreement, theCommittee may provide that payment will bemade in cash orStock,or in acombination thereof.

ARTICLE9

STOCKGRANT ANDSTOCK UNITS

9.1              STOCKGRANTS.Subjectto theterms andprovisions ofthePlan, theCommittee,at anytimeand fromtime totime,maygrant Stock Awards to one ormore Participantsupon suchterms andconditions, and in suchamounts, asshallbedetermined by theCommittee. SubjecttoSection 5.3(e), aStock Grant Award grants theParticipant the right toreceive(orpurchaseatsuch priceasdeterminedbytheCommittee) adesignated number ofsharesofStock free of anyvesting restrictions. The purchase price, if any, for aStock Grant Award shall bepayable incashorother form ofconsideration acceptable to theCommittee. A StockGrant Award may begrantedorsoldasdescribed inthe preceding sentenceinrespect ofpast services orother valid consideration, or inlieuof anycash compensation due tosuch Participant.

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9.2              STOCK UNITS. Subjectto thetermsandprovisionsofthe Plan, the Committee,at anytime andfrom time totime, may grant Stock UnitAwards to oneormore Participants uponsuchterms andconditions, and in suchamounts, asshallbedeterminedby theCommittee. Subject toSection 5.3(e), aStock UnitAward grants the Participant theright toreceive adesignated number ofsharesofStock, or acash payment equalto the FairMarket Value (determinedas of aspecified date) of adesignatednumber ofsharesofStock, inthe futurefreeof anyvesting restrictions. A StockUnit Awardmay begrantedasdescribed in the preceding sentence inrespectofpast servicesorother valid consideration,or inlieu of anycash compensation due tosuch Participant.

ARTICLE10

PERFORMANCESHARES,ANDPERFORMANCE SHAREUNITS

10.1           PERFORMANCESHARES.Subject totheterms andprovisions ofthePlan,the Committee, at anytime and fromtime totime,maygrant Performance Shares to one ormore Participants upon suchterms andconditions, and in suchamounts, asshall bedetermined by theCommittee. APerformance Share grants theParticipant the right toreceiveaspecified number ofshares ofStock depending on thesatisfaction of anyone ormore Performance Goals. Performancemay bemeasured on aspecified date ordates orover anyperiodorperiods determined bythe Committee. Unless otherwise provided in theAward Agreement, payment for vested Performance Shares shallbemade inStock.

10.2           PERFORMANCE SHAREUNITS. Subjectto thetermsandprovisions ofthe Plan, theCommittee,at anytimeand fromtime totime,maygrant Performance Share Units to oneormore Participants uponsuchtermsandconditions, and insuch amounts,asshall bedetermined by theCommittee. APerformance Share Unit grants the Participant the right toreceive aspecified numberofsharesofStockor acash payment equal tothe Fair Market Value (determined as of aspecified date) of aspecified number ofsharesof Stockdepending on thesatisfactionof any one ormore Performance Goals.Performancemay bemeasuredon aspecifieddate ordatesorover anyperiodorperiods determined by theCommittee. At thediscretionof theCommittee, the Award Agreement may provide forpayment forvested Performance Share Units in cash, shares ofStock ofequivalent cash value, or in acombination thereof.

10.4PERFORMANCEGOALS. The Performance GoalorGoals applicable to anyPerformance Share or Performance Share UnitAward shallbebased onthe Performance Criteria selected by theCommittee anddesignatedin theAwardAgreement. The Performance Criteria applicable to anyPerformance Share orPerformanceShare Unit Awardgranted to aCovered Employee that is designated as, ordeemed to be, aPerformance-Based Award pursuant to Section 11shall belimitedtothe Performance Criteria specifically listed inthe Glossary. The Performance Criteria applicable to anyother Performance Share orPerformanceShare Unit Award shall include thePerformance Criteria specifically listed in theGlossaryandsuch other criteria orfactorsas may bedetermined bythe Committee andspecified inthe Award Agreement. Except asotherwise provided inSection11with respect toPerformance- Based Awards toCovered Employees, theCommittee shall retain the power toadjust the Performance Goals, thelevelofattainment of the Performance Goalsorotherwise increaseordecrease the amount payable withrespect to anyAward made pursuant to this Section 10.

ARTICLE11

PERFORMANCE-BASED AWARDS

11.1           PURPOSE. Section162(m)ofthe Code limitsthe amountof theCompany’s deductions for compensation payable toCovered Employees to $1,000,000per year. “Performance-based compensation” that meets therequirements set forth inSection 162(m) of theCodeis notsubject tothis limitation. Thepurposeofthis Section 11 is toenable theCommitteetoqualify some or all of theAwards granted pursuant toSections 8 and 10 as“performance-based compensation” pursuant toSection 162(m)oftheCode. If theCommitteedecidesthat aparticular Award to aCovered Employee should qualify as“performance-based compensation,” the Committee willprovide in theAward Agreement orotherwise that the Award isintendedtobe aPerformance-Based Award.

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11.2           APPLICABILITY. This Section11shall apply only toPerformance-Based Awards.IfthisSection 11applies, its provisions control over anycontrary provision contained in any othersectionofthis Plan or anyAward Agreement. The provisions ofthis Section 11 and anyAward Agreement for aPerformance-Based Award shall beinterpretedin amanner consistentwith therequirementsofSection 162(m) of theCode.If anyprovisionofthis Plan orany AwardAgreementfor aPerformance-Based Award doesnot comply with oris inconsistent with the requirementsofSection 162(m) of theCode, suchprovision shall beconstrued ordeemedamended to theextent necessary toconform tosuch requirements.

11.3           COMMITTEE DISCRETION WITHRESPECTTOPERFORMANCE-BASED AWARDS.Withregardto aparticular Performance Period, the Committee shall have fulldiscretiontoselect thelengthofthe Performance Period, the type ofPerformance-Based Awards tobeissued, the kind and/orlevel of thePerformance Goal or Goalsand whether thePerformanceGoalor Goalsapply to theCompany or anAffiliate or anydivision orbusiness unit thereofor theParticipantor anygroup ofParticipants. Dependingonthe Performance Criteria usedtoestablish thePerformance Goals,the Performance Goalsmay bestatedinterms ofabsolute levels orrelative to another company or to an index orindices.

11.4           ESTABLISHMENT OFPERFORMANCEGOALS.APerformance-Based Award shall provide for payment only upon theattainment of oneormore pre-established, objective Performance Goals. ThePerformance Goals, andthe process by whichthey are established, shall satisfy all ofthe requirements ofSection 162(m) ofthe Code. By way ofillustration, but not limitation, the following requirements must besatisfied:

(a)               ThePerformance Goals shall bebased solely on thePerformance Criteria specifically identified inthe Glossary;

(b)               ThePerformance Goals shall beconsidered tobepre-established only if thePerformance Goalsare established by theCommittee inwriting notlater than 90days after thecommencementofthe Performance Period forsuchAward provided that: (i) theoutcome must besubstantially uncertain at thetime theCommittee establishes the Performance Goals; and(ii)in noeventmay theCommittee establish thePerformance Goals for anyPerformance-Based Award after 25%ofthePerformance Period for suchAward haselapsed;

(c)               APerformance Goalwill beconsidered to beobjective only if athird party having knowledge ofthe relevant facts could determine whether the Performance Goal has beenmet;

(d)                ThePerformance Goal must state, interms of anobjective formulaorstandard, the method forcomputing theamountofcompensation payable tothe Covered Employee if theGoalisattained. For this purpose, theformulawill beconsidered to beobjective only if athird party having knowledge ofthe relevant performance results could calculate theamount tobepaid tothe Covered Employee; and

(e)               Theobjective formula orstandard must preclude discretion to increase theamountofcompensation payable that wouldotherwisebedue upon attainment of thePerformance Goal.

11.5           PERFORMANCEEVALUATION;ADJUSTMENTOFGOALS. At thetime aPerformance-Based Awardisfirst issued, theCommittee, in theAward Agreement or inanother written document, shall specify whether performance will beevaluated including orexcluding theeffect of anyofthe following events thatoccurduring thePerformance Period, asthe Committee deems appropriate: (a) judgments entered orsettlements reached inlitigation orregulator proceedings; (b)thewrite down orsaleofassets; (c) the impact of anyreorganizationorrestructuring; (d)the impact ofchanges intax laws,accounting principles, regulatory actionsorotherlawsaffecting reported results; (e) items that are unusual innatureorinfrequently occurring asdescribedinAccounting Standards Update 2015-01 and/orin management’s discussion andanalysis offinancial condition andresults ofoperations appearing inthe Company’s annual report toshareholdersorAnnual Report onForm 10-K, as thecasemay be,fortheapplicable year; (f)the impactof anymergers,acquisitions, spin-offs orother divestitures; and (g) foreign exchange gains andlosses.

Theinclusionorexclusionofthese items shall beexpressed in a formthat satisfies therequirements ofSection 162(m)of theCode. The Committee, inits discretion, alsomay,within thetimeprescribed bySection 162(m) of theCode, adjust ormodifythecalculation ofPerformance Goals for such Performance Period inorder topreventthedilution orenlargement ofthe rights ofParticipants: (i) in theevent of,or inanticipation of, anyunusual orextraordinary corporate item, transaction, event, ordevelopment; or(ii)inrecognition of, or inanticipationof, anyother unusualornonrecurring events affecting theCompany, or thefinancial statements of theCompany, or inresponse to, or inanticipation of, changes inapplicable laws, regulations, accounting principles, orbusiness conditions.

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11.6           ADJUSTMENTOFPERFORMANCE-BASEDAWARDS.Notwithstanding any provisionherein to the contrary, theCommitteemay notmake anyadjustmentortake anyother action with respect to anyPerformance-Based Award thatwill increase theamount payable under anysuch Award. TheCommittee shall retain thesole discretion to adjust Performance-Based Awards downwardor tootherwise reduce the amount payable with respect to anyPerformance-Based Award.

11.7           CONTINUED EMPLOYMENT REQUIRED.Unlessotherwise provided in therelevant Award Agreementor in the case of aChange inControl,aParticipant mustbe anemployeeofthe Company oranAffiliate on theday aPerformance-Based Award for such Performance Period is paid to theParticipant.

11.8           CERTIFICATION BY COMMITTEE. Notwithstandinganyprovisionstothe contrary, thepaymentof aPerformance-Based Award shall notoccur until theCommittee certifies, inwriting, that the pre-established Performance Goals andany other material terms andconditions precedent tosuchpaymenthave beensatisfied. Committee certification is notrequired forcompensation that isattributable solely to theincrease in the value of theCompany’s Stock.

11.9          MAXIMUM AWARDPAYABLE.Inaccordance with Section 5.3, butsubject to adjustmentasprovidedinSection 5.4, the maximum Performance-Based Award payable to any oneparticipantfor any12-month Performance Period is 1,000,000 shares ofStockorthe equivalent cash value.Ifthe Performance Period exceeds 12months, thedollar and share limits expressed in thepreceding sentences shall bereduced orincreased proportionately, as thecasemay be.For example, if thePerformance Periodisthree (3) years, thelimit shallbeincreased bymultiplying it by three.

11.10       MISCELLANEOUS.Thedesignationof aCovered Employee as aParticipantfor anyPerformance Period shall not in anymanner entitle theParticipant toreceive aPerformance-Based Award for suchPerformance Period. Moreover, designation of aCovered Employee as aParticipantfor aparticular Performance Period shall not require designationofsuch Covered Employeeas aParticipant for anysubsequent Performance Period.

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ARTICLE12

CHANGEINCONTROL

12.1           DOUBLETRIGGERVESTING.Notwithstandingany otherprovisionin thePlan to the contrary, andexceptasotherwise provided inthe applicable Change inControl transaction documents, inthe event that anemployee Participant incurs aTerminationofEmployment without Cause or forGoodReasonwithin12months following aChange in Control, anyAwards that are still outstanding following suchChangeinControl shall become fully vested andexercisableand allrestrictions onsuch Awards shall lapse as of thedateof theParticipant’s Termination ofEmploymentwithoutCause orTermination ofEmployment forGood Reason. To theextent that this provision causes Incentive Stock Options toexceed the dollar limitation setforth inSection 422(d) ofthe Code or anysuccessor provision, theexcess Options shall bedeemedto beNon-Qualified StockOptions.

12.2           PARTICIPANT CONSENTNOT REQUIRED.Nothing inthis Section12 or anyother provisionofthis Plan isintendedtoprovide anyParticipant with anyright to consent toorobjectto anytransaction thatmightresultin aChange inControl andeach provisionofthis Plan shall beinterpreted in amanner consistent with this intent. Similarly, nothing inthis Section 12 or anyother provision ofthis Plan is intended toprovideanyParticipant with anyright to consentto orobject toany actiontakenby theBoard orCommittee inconnection with aChange inControl transaction.

ARTICLE13

OTHERPROVISIONS APPLICABLE TOAWARDS

13.1           AWARDAGREEMENTS.AllAwards shall beevidenced by anAward Agreement.TheAward Agreement shall include suchtermsandprovisionsas theCommittee determines appropriate. Theterms of theAward Agreementmayvary depending on thetype ofAward, the employee orclassificationofthe employee towhom theAwardismade andsuch other factors asthe Committeedeemsappropriate.

13.2           TERMINATION OFEMPLOYMENTORSERVICE.Subject to theprovisions ofthis Plan, theCommittee shalldetermineand setforth inthe applicable Award Agreement theextent to which aParticipant shallhavethe right toretain and/or exercise anAward following aTerminationofEmployment or(Termination ofService inthe context of aConsultantorNon-Employee Director). Such provisions need notbeuniform among alltypesofAwards andmayreflectdistinctions based on thereasons for such terminations, including, but notlimited to,death, Disability, atermination forCauseorreasons relating tothe breach orthreatened breachofrestrictive covenants.

13.3           FORM OF PAYMENT. Subject totheprovisionsofthis Plan, theAward Agreement and anyapplicable law, payments ortransfersto bemadeby theCompanyor anyAffiliate onthe grant, exercise,orsettlement of anyAward made bemade in suchform asdetermined by theCommittee including,withoutlimitation, cash, Stock, other Awards,orotherproperty, or anycombination thereof, andmay bemade in asingle payment ortransfer, ininstallments,or anycombination thereof, ineach case determined by rulesadoptedby theCommittee.

13.4       LIMITSONTRANSFER.

(a)               General. Exceptasprovided in Section 6.1(f),Section7.1(f), Section 13.4(b) orSection 13.5, noAward granted under the Planmay besold, transferred, pledged, assigned, orotherwise alienatedorhypothecated, other thanby will or by the laws ofdescent anddistributionorpursuant to adomestic relations order (that wouldotherwise qualify as aqualified domestic relationsorder asdefined inthe CodeorTitleI ofERISA but for thefactthat the order pertains to anAward) infavorof aspouse or, ifapplicable, until the expiration of anyperiod during which anyrestrictionsareapplicable or anyPerformance Periodasdetermined by theCommittee.

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(b)               TransfertoFamily Members.TheCommittee shall have theauthoritytoadopt awritten policy that isapplicabletoexisting Awards, new Awards,orboth, which permits aParticipant totransferAwards during hisorherlifetime to anyFamily Member.In theevent anAwardistransferred aspermitted by suchpolicy, suchtransferred Awardmay not besubsequently transferred by thetransferee (other than another transfer meeting theconditions set forth in thepolicy) except by willorthe laws ofdescent anddistribution.Atransferred Award shall continue tobegoverned by andsubject to theterms andlimitations of thePlan and relevant Award Agreement, andthe transferee shall beentitledtothe same rights as theParticipant,asif thetransfer had not taken place.

13.5           BENEFICIARIES. Notwithstanding Section 13.4(a),aParticipantmay, inthe manner determined by theCommittee, designate abeneficiarytoexercise therights ofthe Participant and toreceive anydistribution with respect to anyAward upon the Participant’s death, and inaccordance with Section 6.2(c)(iii), uponthe Participant’s Disability. Abeneficiary, legal guardian, legal representative, orother person claiming anyrights pursuant tothe Plan is subject toall terms andconditions of thePlan andany Award Agreement applicable tothe Participant, except to theextent the Plan and Award Agreement otherwise provide, and to anyadditional restrictions deemed necessary orappropriateby theCommittee.If nobeneficiaryhas beendesignated orsurvives theParticipant, payment shall bemade to theperson entitled thereto pursuant tothe Participant’s will or thelaws ofdescentanddistribution. Subject tothe foregoing,abeneficiary designation may bechangedorrevoked by aParticipantat anytimeprovidedthechange orrevocation isprovidedto theCommittee.

13.6           EVIDENCEOFOWNERSHIP. Notwithstanding anything herein tothe contrary, theCompany shall not berequired toissue ordeliver anycertificates,makeany book entrycredits,ortakeanyotheraction toevidence shares ofStock pursuant to theexerciseof anyAward, unless anduntiltheCompany hasdetermined, withadvice ofcounsel, that theissuanceanddelivery ofsuch certificates, book entrycredits,orother evidenceofownership isin compliance with all applicable laws, regulations ofgovernmental authorities and,if applicable, therequirementsof anyexchange orquotation system on which thesharesof Stock are listed,quoted ortraded. All Stockcertificates, book entrycredits, orother evidence ofownership delivered pursuant to thePlan aresubject to anystop-transfer orders andother restrictionsasthe Company deems necessary oradvisable to comply withFederal, state, orforeign jurisdiction, securities orother laws, rules and regulations and therulesof anynational securities exchange orautomated quotation system on whichthe Stockislisted, quoted,ortraded. The Companymayplacelegends on any Stockcertificatetoreferencerestrictions applicable to the Stock.Inaddition to thetermsandconditions provided herein, theCompany may requirethat aParticipantmake suchreasonable covenants, agreements,andrepresentations as theCompany,in itsdiscretion,deemsadvisable in order tocomply withany suchlaws, regulations, orrequirements.

13.7           CLAWBACK. Every Award issued pursuanttothis Plan is subject topotential forfeitureorrecovery tothe fullest extent called for by law, anyapplicable listing standard, or anycurrentorfuture clawback policy thatmay beadopted by theCompanyfromtime totime, including, without limitation, anyclawback policy adopted tocomplywiththe final rules issued by theSecurities and Exchange Commission andthe final listing standards to beadoptedby theNasdaq pursuant toSection 954 ofthe Dodd-Frank Wall Street Reform andConsumer Protection Act. By accepting anAward, eachParticipant consents to thepotential forfeiture orrecoveryofhisorher Awards pursuant toapplicable law, listing standard, and/or Company clawbackpolicy, and agrees tobe bound by andcomply with theclawback policy and toreturn the full amount required by theclawback policy. As a conditionto thereceiptofany Award, aParticipant may berequired toexecute anyrequested additional documents consenting to andagreeing toabideby theCompany clawbackpolicy asit may beamended fromtimetotime.

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ARTICLE14

AMENDMENT,MODIFICATION,ANDTERMINATION

14.1       AMENDMENT,MODIFICATIONANDTERMINATION OF THEPLAN. TheBoardmay at anytime, and fromtimetotime, terminate, amend ormodify the Plan; provided however, that anysuchactionof theBoard shallbesubjecttoapprovalof theshareholderstothe extent required by law,regulationor any stockexchange rule for any exchangeonwhich sharesof Stock arelisted. Notwithstanding theabove, tothe extent permitted by law, theBoardmaydelegate tothe Committee orthe CEO theauthority toapprove non-substantive amendments tothe Plan. Except asprovidedinSection 5.4,neither theBoard, the CEO, nor theCommitteemay,without the approval oftheshareholders:(a)reduce the exercise price orbase valueof anyoutstanding Award, includingany Option orSAR;(b) increase the numberofshares available under the Plan; (c)grantOptions orSARswith anexercise price orbase value that is belowFairMarket Value on theGrantDate; (d)reprice previously granted Options orSARs ortakeanyaction relative to anyOptionsorSARs that would betreatedas arepricing under applicable NYSE Listing Rules (ortherulesofany exchange onwhich the Stock is thenlisted);(e)cancel any OptionorSARsinexchange forcash or any otherAward or inexchange for any OptionorSAR with anexercise priceorbase value that isless than theexercise priceorbase value for theoriginal OptionorSAR; (f)extend theexercise period orterm of any OptionorSAR beyond 10years from theGrant Date; (g) expandthe typesofAward available forgrantunderthe Plan; or(h) expand the classofindividuals eligible to participant inthe Plan.

14.2          AWARDSPREVIOUSLYGRANTED.No amendment, modification,orterminationofthe Planor anyAward underthe Planshall in anymanner adversely affect in anymaterial way therightsof theholder under anyAward previously granted pursuant to the Planwithout theprior written consent of theholderof theAward. Such consent shall not berequired if thechange: (a) is required by law orregulation; (b) does notadversely affect inany material way therightsof theholder; (c) is required tocause thebenefits under thePlan to qualify asperformance-based compensation within the meaning ofSection 162(m) ofthe Codeor tocomplywith therequirements ofSection 409A of theCode; or (d) ismade pursuant to anyadjustment described inSection 5.4.

14.3           PERFORMANCE-BASED AWARDS.Except in the caseof aChangeinControl, the Committee shall not have theauthoritytoamend anAward Agreement toaccelerate thevesting orwaivetheforfeiture restrictionsof anyPerformance-Based Award.In addition,the Committee shall not take anyother action that would cause aPerformance-Based Award to fail tosatisfytherequirements of theperformance-based compensation exception to thededuction limitations imposed bySection162(m) ofthe Codeunless theCommittee concludes that thededuction limitations willnotbecomeapplicableorthat the amendment is appropriate despitethededuction limitations imposed by Section162(m)of theCode.

ARTICLE15

TAXWITHHOLDING

TheCompany shall have the power towithhold, orrequire aParticipant toremitto theCompany, theminimum amount necessarytosatisfy federal, state, andlocal withholding taxrequirements onany Award underthe Plan. TheCompanymaypermit theParticipanttosatisfy atax withholding obligation by: (a) directing theCompany towithhold sharesofStock to which theParticipantisentitled pursuant to theAward inanamount necessary tosatisfy the Company’s applicable federal, state, localorforeign income andemployment taxwithholding obligations withrespect to suchParticipant;(b)tendering previously-owned sharesofStock heldby theParticipant forsix (6) monthsorlongertosatisfy theCompany’sapplicable federal, state, local,orforeign income andemployment taxwithholding obligations withrespect to theParticipant (which holding periodmay bewaived inaccordance with Section 6.1(d)); (c) abroker-assisted “cashless” transaction;or(d) personal check orother cashequivalent acceptable tothe Company.

ARTICLE16

INDEMNIFICATION

Each person whois orshall have been amember oftheCommitteeor of theBoardshall beindemnifiedand heldharmless by theCompany againstandfrom anyloss, cost, liability,orexpense thatmay beimposed upon orreasonably incurred byhim or her inconnectionwith orresultingfrom anyclaim, action,suit, orproceeding to whichhe or shemaybe aparty or inwhichhe or shemay beinvolved by reason of anyaction taken orfailure to actunderthe Plan andagainstand from any andall amounts paid by him orherinsettlement thereof,withthe Company’s approval,orpaid by him orher insatisfactionofanyjudgment in any suchaction, suit,orproceeding against him orher, providedheor sheshallgivetheCompany anopportunity,atits own expense, tohandle anddefend thesame beforeheundertakes tohandleanddefend it onhisorher behalf. Theforegoing rightofindemnification shall notbeexclusive of anyother rightsofindemnification towhichsuchpersonmay beentitledunder theCompany’s articles ofincorporation, bylaws, resolution oragreement, as amatterof law,orotherwise.

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ARTICLE17

GENERALPROVISIONS

17.1          NORIGHTS TOAWARDS.No Participantorother person shallhave anyclaim to begranted anyAward andneither the Company nor theCommittee isobligatedtotreat Participants andotherpersons uniformly.

17.2           CONTINUEDEMPLOYMENT.Nothinginthe Plan or anyAward Agreement shall interferewithorlimit in anywaytherightof theCompanyor anyAffiliate to terminate any Participant’s employmentorserviceat anytime,norconfer upon anyParticipant anyright tocontinue in theemployorservice ofthe Company.

17.3           FUNDING.TheCompanyshall not berequired tosegregate any ofitsassets toensure the payment of anyAward under the Plan. Neither the Participant nor anyother persons shallhave anyinterest in any fundorin anyspecific assetorassetsofthe Company or any otherentity by reason of anyAward, except totheextent expressly provided hereunder. The interests ofeach Participant andformerParticipant hereunder are unsecured andshallbesubjectto thegeneral creditors ofthe Company.

17.4            EXPENSES. The expensesofadministeringthePlan shall beborne by theCompany.

17.5           NO SHAREHOLDERSRIGHTS. No Award givestheParticipantany of therights of ashareholderofthe Company unlessand until sharesof Stock are infact issuedto suchperson inconnection with suchAward.

17.6           TITLESANDHEADINGS. The titlesandheadingsof theSections inthe Plan are for convenienceofreference only and, in theeventof anyconflict,thetextofthe Plan, rather than such titles orheadings, shall control.

17.7           SUCCESSORS ANDASSIGNS.ThePlan shallbebinding uponand inure tothe benefit ofthe successorsandpermitted assigns of theCompany, including withoutlimitation, whether bywayofmerger, consolidation, operation of law,assignment, purchase, orother acquisitionofsubstantially all ofthe assetsorbusiness ofthe Company, and any andall such successors and assigns shall absolutely and unconditionally assume allof theCompany’s obligations under the Plan.

17.8           SURVIVALOFPROVISIONS.Therights, remedies, agreements, obligations andcovenants contained in ormade pursuant to this Plan,any Agreement, and any othernotices oragreementsinconnection therewith, shall survive theexecution and delivery of suchnotices andagreementsand thedelivery andreceipt of suchsharesofStock.

17.9           REQUIREMENTS OF LAW.ThegrantingofAwards and theissuanceofshares and/or cash underthe Plan shallbesubject toall applicable laws, rules, andregulations, and to suchapprovalsbyany governmental agencies ornational securities exchanges asmay berequired. The Company shall beunder noobligation toregister pursuant tothe Securities Act of 1933, any of thesharesof Stock paidpursuant tothe Plan.If theshares ofStock paid pursuant to thePlanmay incertain circumstancesbe exempt fromregistration pursuant tothe SecuritiesAct of1933, theCompany may restrict the transferofsuch shares in suchmanneras itdeemsadvisable toensure the availability of any suchexemption. The Committee shall impose suchrestrictionson anyAwardasitmay deemadvisable, including without limitation, restrictions under applicable federal securities law, under therequirementsofNasdaq (or anyotherexchange uponwhich theStockis thentraded), and under anyother blue sky orstate securities law applicable to such Award.

17.10       GOVERNINGLAW.Theplaceofadministrationof thePlan shallbeconclusively deemed to bewithin theState ofDelaware,and therights andobligationsof any and allpersons having orclaimingtohave had aninterest under the Planor anyAward Agreement shallbegovernedbyandconstrued exclusively andsolelyinaccordance with the laws oftheState ofDelaware without regard tothe conflict of lawsprovisionsof anyjurisdictions.Allpartiesagree tosubmit to thejurisdictionof thestate and federal courts ofDelaware withrespect to matters relating to the Plan andagree not toraise orassert thedefense that suchforumisnot convenient for suchparty. ThePlan isanunfunded performance-based bonus plan for aselect groupofmanagementorhighly compensated employees and isnotintended to beeither anemployee pensionorwelfare benefit plan subject toERISA.

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17.11       SECURITIESLAWCOMPLIANCE.Withrespectto anyParticipant who is, on therelevantdate,obligated tofile reports pursuanttoSection 16 of theExchange Act,transactions pursuant tothisPlanareintended tocomply withall applicable conditions of Rule16b-3 or itssuccessors pursuant tothe Exchange Act.Notwithstandinganyother provisionofthe Plan, the Committeemayimpose suchconditions onthe exerciseofanyAward asmay berequiredtosatisfy therequirements ofRule 16b-3 or itssuccessors pursuant to theExchange Act. To theextent any provisionof thePlan oractionbythe Committee fails to socomply,itshallbevoidtothe extent permitted by law andvoidableasdeemedadvisable bythe Committee.

17.12         SECTION409AOFTHECODE.

(a)               General Compliance.Someof theAwards thatmay begranted pursuant tothe Plan(including, butnot necessarily limited to,Restricted Stock UnitsAwards, Performance Share Awards, Performance Share Unit Awardsand Stock UnitAwards)may beconsideredto be “non-qualifieddeferredcompensation” subject to Section 409A of theCode.IfanAward issubjecttoSection 409A of theCode, theCompany intends (but cannot anddoes notguarantee) that the Award Agreement andthis Plan comply with andmeetallof therequirements ofSection409A of theCode or anexception theretoand theAward Agreement shall include such provisions, inaddition to theprovisionsofthis Plan, asmay benecessary toassurecompliance with Section 409Aofthe Code oranexception thereto.

(b)               Delay forSpecified Employees.If, atthe timeof aParticipant’s Separation from Service, theCompany has any Stock which ispubliclytraded onanestablished securitiesmarket orotherwise, andif the Participant isconsidered to be aSpecified Employee, tothe extent anypayment for anyAward is subject to therequirementsofSection 409A of theCode and ispayable uponthe Participant’s Separation from Service, such payment shall notcommence prior tothe first business day following thedate which issix(6)months after the Participant’s Separation fromService (or thedateofthe Participant’s death ifearlier than the end of thesix (6)month period). Any amounts that would have been distributed during such sixmonth period will bedistributed on the dayfollowingtheexpirationofthe six (6) month period.

(c)       ProhibitiononAcceleration orDeferral. Undernocircumstances may thetimeorscheduleof anypaymentforany Award that issubject to therequirements ofSection 409Aofthe Code beacceleratedorsubject to furtherdeferralexceptasotherwise permitted orrequired pursuant toregulationsandother guidance issued pursuant to Section 409A ofthe Code.If theCompany fails tomakeanypayment pursuant tothe payment provisions applicable to anAward that issubjecttoSection 409A ofthe Code, either intentionally orunintentionally, within thetimeperiod specified in suchprovisions, but thepayment ismade within thesame calendar year, suchpaymentwill betreated asmade within the specified time period.In addition, in theeventof adispute with respect toanypayment, suchpayment may bedelayed in accordance with theregulations and other guidance issued pursuant toSection 409Aof theCode. 

NUGENREX BIOTECHNOLOGY HOLDINGS, INC.

By:

Its:

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GLOSSARY

1. “Affiliate” means anymemberof a“controlled group ofcorporations” (within themeaningofSection 414(b)ofthe Code asmodifiedbySection 415(h)oftheCode) that includes theCompanyas amemberofthegroup.Inapplying Section 1563(a)(1), (2) and (3) ofthe Code forpurposesofdetermining the members of acontrolled group ofcorporations under Section 414(b) of theCode, thelanguage“atleast 50percent” shallbe used instead of“at least 80percent” each place it appearsinSection 1563(a)(1), (2) and(3).

2. “Award” meansanyOption,StockAppreciation Right, Restricted Stock, Restricted Stock Unit, StockGrant, Stock Unit,Performance Share or Performance Share Unit granted to aParticipant underthePlan.

3. “Award Agreement” meansanywritten agreement, contract, orother instrument ordocument, including anelectronicagreementordocument, evidencing anAward.

4. “Board” means the Company’s BoardofDirectors,asconstituted from timetotime.

5. “Cause” meansany of thefollowing:

5.1 Participant’s commission of,orassistanceto orconspiracywithothers to commit, fraud, misrepresentation, theft orembezzlement ofCompany assets;

5.2 Participant’s material intentional violationsoflaw or ofmaterial Company policies;

5.3 Participant’s repeated insubordinationorwillful failure tosubstantially perform his orher employment dutiesordutiesas aNon-Employee Director; or

5.4 Participant’s willfulengagementinconduct thatisdemonstrably andmaterially injurioustothe Company or anyAffiliate.

6. “CEO” meanstheChiefExecutive Officer ofthe Company.

7. “ChangeinControl” means any ofthe following:

7.1 Thesale, lease, exchange orother transfer ofallorsubstantially all ofthe Company’s assets inone transactionor in aseriesofrelated transactions;

7.2 any person(as such term is used inSection 13(d)and14(d) oftheExchangeAct)becomingdirectly orindirectlythe“beneficialowner”(as defined inRule13d-3underthe Exchange Act),ofsecurities representing 50%ormore ofthe combined voting poweroftheCompany’soutstanding securities ordinarily having theright to vote at theelections ofdirectors;or

7.3 individuals who constitutetheBoardasoftheEffective Datecease for anyreason toconstituteatleast amajorityof theBoard, provided that anyperson becoming adirector subsequent to theEffective Datewhose election,ornominationforelectionby theCompany’s shareholders, was approved by avoteof atleast amajorityof thedirectors comprising ordeemed pursuant heretotocomprise the Board as of theEffectiveDate(eitherby aspecific voteorbyapproval ofthe proxy statement ofthe Company in which suchpersonisnamedas anominee for director) shallbe,forpurposesofthis clause, considered asthoughsuchperson were amemberoftheBoardasofthe Effective Dateofthe Plan.

For sakeofclarity,a“ChangeinControl” willnotbedeemed tohaveoccurred forpurposes ofthe Plan untilthetransaction (orservicesoftransactions) that would otherwisebeconsidereda“Change inControl” closes. Thetransfer ofStockorassetsof theCompanyinconnection with abankruptcy filing by oragainsttheCompany underTitle11 ofthe United States Code will not beconsideredto be a“ChangeinControl” for purposesofthis Plan. Notwithstandingtheforegoinga“Change inControl” shall notoccur forpurposesofthis Plan inthecase ofAwards that are subject tothe requirements ofSection 409A ofthe Code unless such “Change inControl” constitutes a“change incontrol event”asdefinedinSection 409A of theCodeandthe regulations thereunder.

8. “Code” meanstheInternal Revenue Code of 1986, asamended.Allreferences to theCode shall beinterpreted toincludeareference to anyapplicable regulations, rulings orother official guidance promulgated pursuant tosuch section of theCode.

9. “Committee” exceptasset forth inSection4.1,means the Compensation Committee of theBoard. At all times theCommittee shall consistof atleasttwo(2)ormore individuals, each ofwhom qualifies as:

2. a“non-employee director” asdefined in Rule16b-3(b)(3)ofthe ExchangeAct;(ii) an“outside director”asdefined inSection 162(m) ofthe Code; and(iii)as“independent” for purposesofthe applicable NYSE ListingRules. In the event no properly constituted Compensation Committee exists, “Committee” shall mean the Board.

10. “Company” means NuGenerex Biotechnology Holdings, Inc..

11. “Consultant” meansaconsultantoradviser that provides bona fide services to theCompanyor anAffiliateasanindependent contractor and not as anemployee; provided, however that suchpersonmaybecome aParticipantin thePlan only if theConsultant: (i) is anatural person; and (ii) does notprovide services inconnectionwiththe offerorsaleof theCompany’s securities in acapital-raising transactionand do notpromoteormaintainamarketfor the Company’s securities.

12. “Covered Employee” meansanEmployee who is orcouldbe a“covered employee” withinthemeaningofSection162(m)ofthe Code.

13. “Disability” meanstheinabilityof aParticipanttoengage in anysubstantially gainful activity byreasonof anymedically determinable physicalormental impairment that can beexpected to result in deathorwhichhaslasted or can beexpectedtolastfor acontinuous periodofnot lessthan12months. Thepermanenceanddegreeofimpairment shall besupportedbymedical evidence. For purposes of anIncentive StockOption, “Disability” shallhave themeaning ascribed toitinSection 22(e)(3) of theCode.

14. “Effective Date” means the datethePlan is approved by theshareholdersatthe Company’s 2016Annual Meeting.

15. .“ERISA” meanstheEmployee RetirementIncomeSecurity Actof1974,asamended.Allreferencesto asectionofERISA shall beinterpreted to include areference toanyapplicableregulations, rulings orother official guidance promulgated pursuant tosuchsectionofERISA.

16. “Exchange Act” meanstheSecurities Exchange Actof1934, asamended from time totime. All references to theExchange Act shallbeinterpreted toincludeareference to anyapplicable regulations,rulings orother official guidance promulgated pursuant tosuch section of theExchange Act.

17. “ExpirationDate”means the tenth (10th) anniversaryofthe Effective Date.

18. “Fair Market Value”means,as of any date, theclosingpricefor the Stockasreported on theNYSE MKT (or any otherexchange onwhichtheStockis thanlisted)forthat date or, if noprices are reportedforthat date,theclosing price on thelast day on whichsuch prices were reported.

19. “Family Member” meansaParticipant’s spouse and any parent,stepparent, grandparent,child,stepchild, orgrandchild, including adoptive relationships or atrustor anyother entity inwhich thesepersons(ortheParticipant) have more than 50% of thebeneficial interest.

20. “Good Reason” means anyofthe following:

20.1 Amaterial reductionofParticipant’s duties, authority orresponsibilities, ineffect immediately prior to suchreduction;

20.2 Amaterial reduction ofParticipant’s then-existing base salary;or

20.3 The Company’s decision to relocate a Participant’s principal place of work by more than50miles.

21. “Grant Date” meansthedatetheCommittee approves theAwardoradate inthe futureonwhichtheCommittee determines the Awardwill becomeeffective.

22. “IncentiveStock Option”meansan Optionthat is intended tomeet therequirementsofSection 422 of theCodeoranysuccessor provision thereto.

23. “Non-Employee Director” meansamemberof theCompany’s Board who is not acommon-law employee of theCompany.

24. “Non-Qualified Stock Option” means an Option that is not intended to be an Incentive Stock Option.

25. “Option” meansaright granted to aParticipant under Section 7.An Option may beeitheranIncentiveStockOptionor aNon-Qualified Stock Option.

26. “Participant” meansaperson who hasbeen granted anAward underthePlan.

27. “Performance-Based Awards” meansanAward intended tosatisfytherequirementsofthe performance-based compensation exception tothe limitations imposed by Section162(m) of theCodeon the taxdeductibilityofcompensation payable toCovered Employees.

28. “Performance Criteria” meansthecriteriathattheCommittee selects for purposesofestablishing thePerformance GoalorPerformanceGoals for aParticipant for aPerformance Period. ThePerformance Criteria that willbe used toestablish Performance Goals are limited tothe following: net operating income beforetaxes andextraordinary charges against income; earnings before interest, and taxes; earnings before interest, taxes, depreciation, and amortization; pre- orafter-tax net earnings; sales growth; production levels; unit costs; operating earnings; operatingcashflow; return onnet assets; return onshareholders’ equity; return onassets; return oncapital; Stock pricegrowth;shareholder returns; gross ornet profit margin;earnings pershare; price per shareofStock;marketshare; revenue; income; safety objectives; environmental objectives; andcompletionofmajor projects. ThePerformance Criteria thatwill beused to establish Performance Goals with respect toanyAwardother than aPerformance-Based Award that issubject to Article 11willinclude the above-listed Performance Criteria and suchother criteria asmaybesetforth in theapplicable Award Agreement. Any of thePerformance Criteriamaybemeasured either inabsolutetermsor ascompared to anyincremental increaseor ascompared to results of apeer group, indices, or anyother basketofcompanies. Financial Performance Criteriamay,but need not, becalculatedinaccordance withgenerallyacceptedaccounting principles (“GAAP”)or anysuccessor method toGAAP, including International Financial Reporting Standards. The Committee shall, within the time prescribed bySection162(m)of theCode, define in anobjective fashion themanner ofcalculatingthePerformance Criteria it selects touse for aparticularPerformancePeriodfor aparticular Participant.

29. Performance Goals” means, for a Performance Period, the goals established in writing by the Committee for the Performance Period based upon the Performance Criteria. Depending “on thePerformanceCriteria used to establish such Performance Goals, the Performance Goalsmaybeexpressed intermsofoverall Company performanceorthe performanceofadivision,subsidiary,business unitor anindividual.ThePerformance Goals may bestatedinterms ofabsolute levels orrelative toanother company orcompanies or to anindexorindices.

30. “Performance Period” means theone ormoreperiodsoftime (but not less than 12months),whichmay be ofvaryingandoverlapping durations,astheCommitteemayselect, over which the attainment of oneormore Performance Goalswill bemeasured forthepurposeofdeterminingaParticipant’s right to,and the payment of, anAward.

31. “PerformanceShare”meansaright granted to aParticipantunderSection 10.

32. “Performance Share Unit” meansaright granted to aParticipant under Section 10.

33. “Plan” meansthisNuGenerex Biotechnology Holdings, Inc. Equity Incentive Plan, asamended from time

34. “Restricted Stock” meansStockgrantedto aParticipant under Section 9.

35. “Restricted StockUnit”meansaright granted to aParticipant under Section9.

36. “Securities Act” means the Securities Actof1933,asamended fromtimetotime. All references tothe SecuritiesActshallbeinterpretedtoincludeareference to anyapplicable regulations, rulings orother official guidance promulgated pursuant to such section ofthe Securities Act.

37. “Separation from Service”is atermthatapplies only in thecontext of anAward thattheCompanyconcludes issubject toSection 409Aofthe Code.Inthatlimited context, the term “SeparationfromService” means either: (i) the terminationof aParticipant’s employmentwiththe Company and allAffiliates due todeath, retirementorother reasons; or(ii)apermanentreductioninthe levelofbonafide services theParticipant provides tothe Company andall Affiliates to anamount that isless than 50%of theaverage levelof bona fideservicestheParticipant provided tothe Company and allAffiliates in theimmediately preceding36months, with thelevel ofbona fide service calculated inaccordance with Treasury Regulation Section 1.409A-1(h)(1)(ii). Solely forpurposesofdetermining whether aParticipanthas a“Separation fromService,”aParticipant’s employment relationshipistreatedascontinuing while the Participant is onmilitary leave, medicalorsickleave, orotherbonafide leave ofabsence (if theperiod ofsuch leave does notexceed six(6) months, orif longer, so long asthe Participant’s right toreemploymentwith theCompanyor aAffiliateisprovided either bystatuteorcontract).If theParticipant’s period ofleave exceeds six (6)monthsandthe Participant’s right toreemploymentisnot provided either bystatuteorbycontract, the employment relationshipisdeemed toterminateonthe first dayimmediately following theexpirationofsuch six (6)month period.Whether aTerminationof Employment hasoccurred will bedeterminedbased onallofthe facts andcircumstances and inaccordance with Section 409A ofthe Code.

37.1 InthecaseofaNon-Employee Director, Separation from Service means that such member hasceased to be amemberofthe Board. Whether anindependent contractor consultant has incurred aSeparation from Service will bedeterminedinaccordance with Treasury Regulation Section 1.409A-1(h).

38. “Specified Employee” means certain officersandhighly compensated employees of theCompanyasdefinedinTreasury Regulation Section 1.409A-1(i). The identificationdatefor determining whether anyemployeeis aSpecified Employee during anycalendar year shall bethe September 1precedingthecommencementof suchcalendar year.

39. ”Stock” means thecommonstockofthe Company and suchother securitiesofthe Company thatmaybesubstituted forStockpursuanttoSection5.

40. “StockAppreciation Right” or“SAR” means aright granted to aParticipant under Section 7.

41. “StockGrant Award” means aright granted toaParticipantunderSection9.

42. “StockUnit” means aright granted to aParticipantunderSection 9.

43. “TerminationofEmployment”orTerminationofService” means thecessationofperformanceofservicesfor theCompany. For thispurpose,thetransfer of aParticipant among theCompany and anyAffiliate,ortransfer from a position as amember of theBoardtoEmployee,shallnotbeconsidered aTerminationofServiceoraTerminationofEmploymentwith theCompany. In thecontextof anAward that is subject to the Code,theterms “Termination ofService” and “Termination of Employment”meanaSeparation fromService.

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