Generex Biotechnology (GNBTQ) S-1 IPO registration

EQUITY PURCHASE AGREEMENT

THIS EQUITY PURCHASE AGREEMENT(this“Agreement”)isenteredintoasofDecember 6,2019 (the “Execution Date”), by and between Generex Biotechnology Corporation, aDelawarecorporation (the “Company”), and Oasis Capital, LLC, a Puerto Rico limited liability company (the “Investor”).

RECITALS

WHEREAS, the parties desire that, upon the terms and subject to the conditions contained herein, the Company shall issue and sell to the Investor, from time to time as provided herein, and the Investor shall purchase from the Company up to Forty Million Dollars ($40,000,000.00) of the Company’s Common Stock (as defined below);

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, andforother good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and the Investor hereby agree as follows:

ARTICLE ICERTAIN DEFINITIONS

Section 1.1RECITALS. The parties acknowledge and agree that the recitals set forth above are true and correct and are hereby incorporated in and made a part of this Agreement.

Section 1.2DEFINED TERMS. As used in this Agreement, the following terms shall have the following meanings specified or indicated (such meanings to be equally applicable to both the singular and pluralformsofthe terms defined):

“Agreement” shall have the meaning specified in the preamble hereof.

“Available Amount” means, initially, the Maximum Commitment Amount, which amount shall be reduced by the InvestmentAmountfollowing each successful Closing, each time the Investor purchases sharesofCommon Stock pursuant to a Put.

“Average Daily Trading Volume” shall mean the average trading volume of the Company’s

Common Stock in the ten (10) Trading Days immediately preceding the respective Put Date.

“Bankruptcy Law” means Title 11, U.S. Code, or any similar federal or state law for the relief of

debtors.

“Claim Notice” shall have the meaning specified inSection 9.3(a).

“Clearing Costs” shall mean all of the Investor’s broker and Transfer Agent fees.

“Clearing Date” shall be the date on which the Investor receives the Put Shares as DWAC Shares in its brokerage account.

“Closing” shall mean one of the closings of a purchase and sale of shares of Common Stock

pursuant toSection 2.3.

“Closing Certificate” shall mean the closing “Officer’s Certificate” of the Company in the form of

Exhibit Bhereto.

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“Closing Date” shall mean the date of any Closing hereunder.

“Commitment Period” shall mean the period commencing on the Execution Date, and ending ontheearlier of(i) thedateonwhichtheInvestorshallhavepurchased PutShares pursuant tothisAgreementequal to the Maximum Commitment Amount, (ii) December 5, 2022, or (iii) written notice of termination by the Company to the Investor (which shall not occuratanytime thattheInvestor holdsany ofthePutShares).

“CommitmentShares” means 1,228,501 sharesofCommonStock issuedbytheCompanytotheInvestor pursuant toSection6.5.

“Common Stock”shall mean the Company’s common stock, $0.001 par value per share, and anysharesofany other classofcommonstockwhethernoworhereafterauthorized,havingthe right to participate in the distribution of dividends (as and when declared) and assets (upon liquidation of the Company).

“CommonStockEquivalents”means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, anydebt,preferred stock, right,option, warrantorotherinstrumentthatisatanytime convertibleintoorexercisableorexchangeable for,orotherwise entitlestheholderthereoftoreceive,CommonStock.

“Company” shallhavethe meaning specified in the preamble to this Agreement.“Confidential Information”meansanyinformation disclosedbyeitherpartytothisAgreement,ortheir affiliates, agents or representatives, to the other party tothisAgreement, eitherdirectlyorindirectly,inwriting,orallyorbyinspectionoftangibleobjects (including,withoutlimitation, documents,formulae,businessinformation,tradesecrets,technology,strategies, prototypes,samples,plant andequipment),which mayormay notbedesignatedas“Confidential,” “Proprietary”orsome similardesignation. Information communicatedorallyshallbeconsidered Confidential InformationifsuchinformationisconfirmedinwritingasbeingConfidential Information withinten(10)Trading Daysaftertheinitialdisclosure.Confidential Informationmay alsoinclude information disclosedbythird parties.ConfidentialInformation shall not, however, include any information which (i) was publicly known and madegenerallyavailable in the public domain prior to the time of disclosure by the disclosing party; (ii) becomes publicly known and made generally available after disclosure by the disclosing party to the receiving party through nofault, actionorinactionof the receiving party; (iii) is already in the possession of the receiving party atthetimeofdisclosurebythedisclosingpartyasshownbythereceiving party’s filesandrecordsimmediately prior to the time of disclosure; (iv) is obtained by the receivingpartyfromathird partywithoutabreachofsuchthird party’sobligationsofconfidentiality;(v) isindependentlydeveloped bythereceivingpartywithoutuseof orreference tothedisclosing party’sConfidential Information,asshownbydocumentsand othercompetent evidenceinthereceiving party’spossession;or(vi) isrequiredbylaw to bedisclosed by the receiving party, provided that the receiving party gives the disclosing party prompt written notice ofsuch requirement prior tosuchdisclosureandassistance inobtaininganorderprotectingtheinformationfrom public disclosure.

“Current Report” shall have the meaning set forth inSection 6.4.

“Custodian” means any receiver, trustee, assignee, liquidator or similar official under any

Bankruptcy Law.

“Damages” shall mean any loss, claim, damage, liability, cost and expense (including, without limitation, reasonable attorneys’ fees and disbursements and costs and expenses of expert witnesses and investigation).

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“Dispute Period” shall have the meaning specified inSection 9.3(a).

“Disqualification Event” shall have the meaning specified inSection 4.27.

“DTC” shall mean The Depository Trust Company, or any successor performing substantially the

same function for the Company.

“DTC/FAST Program” shall mean the DTC’s Fast Automated Securities Transfer Program.

“DWAC” shall mean Deposit Withdrawal at Custodian as defined by the DTC.

“DWAC Eligible” shall mean that (a) the Common Stock is eligible at DTCforfull services pursuant to DTC’s operational arrangements, including, without limitation, transfer through DTC’sDWACsystem, (b) the Company has been approved (without revocation) by the DTC’s underwriting department,

(c) the Transfer Agent is approved as an agent in the DTC/FAST Program, (d) the Commitment Shares or Put Shares, as applicable, are otherwise eligible for delivery via DWAC, and (e) the Transfer Agent does not have a policy prohibiting or limiting delivery of the Put Shares or Commitment Shares, as applicable, via DWAC.

“DWAC Shares” means shares of Common Stock that are (i) issued in electronic form, (ii) freely tradable and transferable and without restriction on resale and (iii) timely credited by the Company to the Investor’s or its designee’s specified DWAC account with DTC under the DTC/FAST Program, or any similar program hereafter adopted by DTC performing substantially the same function.

“Environmental Laws” shall have the meaning set forth inSection 4.14.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Execution Date” shall have the meaning set forth in the preamble to this Agreement.

“FINRA” shall mean the Financial Industry Regulatory Authority, Inc.

“Indemnified Party” shall have the meaning specified inSection 9.2.

“Indemnifying Party” shall have the meaning specified inSection 9.2.

“Indemnity Notice” shall have the meaning specified inSection 9.3(b).

“Intellectual Property” shall mean all trademarks, trademark applications, trade names, service marks, service mark registrations, service names, patents, patent applications, patent rights, copyrights, inventions, licenses, approvals, government authorizations, trade secrets or other intellectual property rights.

“Investment Amount” shall mean the dollar value equal to the amount of Put Shares referenced in

the Put Notice multiplied by the Purchase Price minus the Clearing Costs.

“Investor” shall have the meaning specified in the preamble to this Agreement.

“Issuer Covered Person” shall have the meaning specified inSection 4.27.

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“Lien” means a lien, charge, pledge, security interest, encumbrance, right of first refusal,

preemptive right or any other restriction.

“Market Price” shall mean the one (1) lowest traded price of the Common Stock on the Principal Market for any Trading Day during the Valuation Period, as reported by Bloomberg Finance L.P. or other reputable source.

“Material Adverse Effect” shall mean any effect on the business, operations, properties,orfinancial conditionofthe Companyand/orthe Subsidiaries that is material and adverse to the Company and/ortheSubsidiaries and/or any condition, circumstance,orsituation that would prohibitorotherwise materially interfere with the ability of the Company and/or the Subsidiaries to enter into and/or perform its obligations under any Transaction Document.

“Maximum Commitment Amount” shall mean Forty Million Dollars ($40,000,000.00).

“Maximum Put Amount” shall mean that the lesser of (i) such amount that equals two hundred percent (200%) of the Average Daily Trading Volume, or (ii) Five Hundred Thousand Dollars ($500,000.00).

“Person” shall mean an individual, a corporation, a partnership, an association, a trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

“Principal Market” shall mean any of the national exchanges (i.e. NYSE, NYSE AMEX, NASDAQ), or principal quotation systems (i.e. OTCQX, OTCQB, OTCPink,the OTC Bulletin Board),orother principal exchange or recognized quotation system which is at the time the principal trading platform or marketforthe Common Stock.

“Purchase Price” shall mean 92% of the Market Price on such date on which the Purchase Price is calculated in accordance with the terms and conditions of this Agreement.

“Put” shall mean the right of the Company to require the Investor to purchase shares of Common

Stock, subject to the terms and conditions of this Agreement.

“Put Date” shall mean any Trading Day during the Commitment Period that a Put Notice is deemed delivered pursuant toSection 2.2(b).

“Put Notice” shall mean a written notice, substantially in the form ofExhibit A hereto, addressed to the Investor and setting forth the amountof Put Shares which the Company intends to require the Investor to purchase pursuant to the terms of this Agreement.

“Put Shares” shall mean all shares of Common Stock issued, or that the Company shall be entitled to issue, per any applicable Put Notice in accordance with the terms and conditions of this Agreement.

“Registration Rights Agreement” means that agreement in the form attached hereto asExhibit D.

“Registration Statement” shall have the meaning specified inSection 6.4.

“Regulation D” shall mean Regulation D promulgated under the Securities Act.

“Required Minimum” shall mean, as of any date, the maximum aggregate number of shares of

Common Stock then issued or potentially issuable in the future pursuant to the Transaction Documents.

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“Rule 144” shall mean Rule 144 promulgated under the Securities Act or any similar provision then in force under the Securities Act.

“SEC” shall mean the United States Securities and Exchange Commission.

“SEC Documents” shall have the meaning specified inSection 4.5.

“Securities” means, collectively, the Put Shares and the Commitment Shares.

“Securities Act” shall mean the Securities Act of 1933, as amended.

“Short Sales” shall mean all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act.

“Subsidiary”or“Subsidiaries” means any Person the Company wholly-owns or controls,orin which the Company, directly or indirectly, owns a majority of the voting stock or similar voting interest, in each case that would be disclosable pursuant to Item 601(b)(21) of Regulation S-K promulgated under the Securities Act.

“Third Party Claim” shall have the meaning specified inSection 9.3(a).

“Trading Day” shall mean a day on which the Principal Market shall be open for business.

“Transaction Documents” shall mean this Agreement, the Registration Rights Agreement and all

schedules and exhibits hereto and thereto.

“Transfer Agent” shall mean Broadridge Financial Solutions, Inc., the current transfer agent of the Company, and any successor transfer agent of the Company.

“Valuation Period” shall mean the period of five (5) consecutive Trading Days immediately following the Clearing Date associated with the applicable Put Notice during which the Purchase Price of the Common Stock is valued, provided, however, that the Valuation Period shall instead begin on the Clearing Date if the respective Put Shares are received as DWAC Shares in Investor’s brokerage account prior to 11:00 a.m. EST on the respective Clearing Date.

ARTICLE II

PURCHASE AND SALE OF COMMON STOCK

Section 2.1PUTS. Upon the terms and conditions set forth herein (including, without limitation, the provisions ofArticle VII), the Company shall have the right, butnot the obligation, to direct the Investor, by its delivery to the Investor of a Put Notice from time to time during the Commitment Period, to purchase Put Shares, provided that notwithstanding any othertermsofthis Agreement, in each instance,

(i)  the InvestmentAmountis not more than the Maximum PutAmountand (ii) the aggregate Investment Amountofall Puts shall not exceed the Maximum Commitment Amount.

Section 2.2MECHANICS.

(a)               PUT NOTICE. At any time and from time to time during the Commitment Period, except as provided in this Agreement, the Companymaydeliver a Put Notice to Investor,subjectto satisfactionofthe conditionssetforth inSection 7.2and otherwise provided herein. The Company shall deliver,or cause

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to be delivered, the Put Shares as DWAC Shares to the Investor within two (2) Trading Days following the Put Date.

(b)               DATE OF DELIVERY OF PUT NOTICE. A Put Notice shall be deemed delivered on (i) the Trading Day it is received by e-mail by the Investor if such notice is received onorprior to 8:30 a.m. ESTor (ii)the immediately succeeding Trading Day if it is received by e-mail after 8:30a.m.EST on a Trading Day or at any time on a day which is not a Trading Day. The Company shall not deliver another Put Notice to the Investor within ten (10) Trading Days of apriorPutNotice.

Section 2.3CLOSINGS.

(a)               TIMING. The Closing of a Put shall occur within one (1) Trading Day following the end of the respective Valuation Period, whereby the Investor shall deliver the Investment Amount by wire transferofimmediately available funds to an account designated by the Company. In addition, onorpriorto such Closing, eachof the Company and the Investor shall deliver to eachotherall documents, instruments and writings required to be deliveredorreasonably requested by eitherofthem pursuant to thisAgreementin order to implement and effect the transactions contemplated herein.

(b)               RETURN OF SURPLUS. If the value of the PutShares delivered to the Investorcausesthe Company to exceed the Maximum Commitment Amount, then the Investor shall return to the Company the surplus amount of Put Shares associated with such Put and the Purchase Price with respect to such Put shall be reduced by any Clearing Costs related to the return of such Put Shares.

(c)               RESALES DURING VALUATION PERIOD. The parties acknowledge and agree that during the Valuation Period, the Investor may contract for,orotherwise effect, the resaleofthe subject purchased Put Shares to third-parties.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF INVESTOR

The Investor represents and warrants to the Company that:

Section 3.1INTENT. The Investor is entering into this Agreement for its own account, and the Investor has no present arrangement (whetherornotlegally binding) at any time to sell the Securities toorthrough any Person in violationofthe Securities Act or any applicable state securities laws;provided,however, that the Investor reserves the right to dispose of the Securities at any time in accordance with federal and state securities laws applicable to such disposition.

Section 3.2NO LEGAL ADVICE FROM THE COMPANY. The Investor acknowledges that it has had the opportunity to review this Agreement and the transactions contemplated by this Agreement with its own legal counsel and investment and tax advisors. Except with respect to the representations, warranties and covenants contained in this Agreement, the Investor is relying solely on such counsel and advisors and not on any statementsorrepresentationsof the Company or anyofits representativesor agentsforlegal, taxorinvestment advice with respect to this investment, the transactions contemplated by this Agreement or the securities laws of any jurisdiction.

Section 3.3ACCREDITED INVESTOR. The Investor is an accredited investor as defined in Rule 501(a)(3)ofRegulation D, and the Investor has such experience in business and financial matters that it is capableofevaluating the merits and risksof an investment in the Securities. The Investor acknowledges that an investment in the Securities is speculative and involves ahighdegreeofrisk.

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Section 3.4AUTHORITY. The Investor has the requisite power and authority to enter into and perform its obligations under this Agreement and theotherTransaction Documents and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the other Transaction Documents and the consummation by itofthe transactions contemplated hereby and thereby have been duly authorized by all necessary action and no further consentorauthorizationofthe Investor is required. Each Transaction Document to which it is a party has been duly executed by the Investor,andwhen delivered by the Investor in accordance with the terms hereof, will constitute the valid and binding obligation of the Investor enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, or similar laws relating to,oraffecting generally the enforcementof,creditors’ rights and remedies or by other equitable principles of general application.

Section 3.5NOT AN AFFILIATE. To the Investor’s knowledge, the Investor is not an officer,

director or “affiliate” (as such term is defined in Rule 405 of the Securities Act) of the Company.

Section 3.6ORGANIZATION AND STANDING. The Investor is an entity duly formed, validly existing and in good standing under the laws of the jurisdiction of its formation with full right, limited liability company power and authority to enter into and to consummate the transactions contemplated by this Agreement and the other Transaction Documents.

Section 3.7ABSENCE OF CONFLICTS. The execution and delivery of this Agreement and the other Transaction Documents, and the consummation of the transactions contemplated hereby and thereby and compliance with the requirements hereof and thereof, will not (a) violate any law, rule, regulation, order, writ, judgment, injunction, decreeoraward binding on the Investor, (b) violate any provision of any indenture, instrument or agreement to which the Investor is a party or is subject, or by which the Investor or any of its assets is bound, or conflict withorconstitute a material default thereunder,

(c) result in the creation or imposition of any lien pursuant to the terms of any such indenture, instrument or agreement, or constitute a breach of any fiduciary duty owed by the Investor to any third party, or (d) require the approval of any third-party (that has not been obtained) pursuant to any material contract, instrument, agreement, relationship or legal obligation to which the Investor is subject or to which any of its assets, operations or management may be subject.

Section 3.8DISCLOSURE; ACCESS TO INFORMATION. The Investor had an opportunity to review copies of the SEC Documents filed on behalf of the Company and has had access to all publicly available information with respect to the Company; provided, however, that the Investor makes no representation or warranty hereunder with respect to any SEC Document and is relying on the representations and warranties of the Company in Article IV with respect to the SEC Documents.

Section 3.9MANNER OF SALE. At no time was the Investor presented with or solicited by or through any leaflet, public promotional meeting, television advertisement or any other form of general solicitation or advertisement regarding the Securities.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company represents and warrants to the Investor that, except as set forth in the disclosure schedules hereto that as of the Execution Date and at each Closing Date:

Section 4.1ORGANIZATION OF THE COMPANY. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the stateofDelaware, with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted. Each of the Subsidiaries is an entity duly incorporated or otherwise organized, validly existing

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and in good standing under the laws of the jurisdictionof its incorporation or organization, with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted. Eachofthe Company and the Subsidiaries isnotin violation ordefaultofany of the provisions of its respective certificateor articlesofincorporation, bylaws or other organizationalor charter documents. Each of the Company and the Subsidiaries is duly qualified to conduct business and is in good standing as a foreign corporationorotherentity in each jurisdiction in which the natureofthe business conductedorproperty owned by itmakessuch qualification necessary, except where the failure to be so qualified or in good standing, as the casemaybe, could not have or reasonably be expected to result in a Material Adverse Effect and no proceeding has been instituted in any such jurisdiction revoking, limitingorcurtailingorseeking to revoke, limitorcurtail such power and authority or qualification.

Section 4.2AUTHORITY. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action and no further consentor authorization of the Company or its BoardofDirectors or stockholders is required. Eachofthis Agreement and theotherTransaction Documents has been duly executed and delivered by the Company and constitutes a valid and binding obligationofthe Company enforceable against the Company in accordance with its terms, except as such enforceabilitymay be limited by applicable bankruptcy, insolvency, or similar laws relating to,or affecting generally the enforcementof,creditors’ rights and remediesorby other equitable principles of general application.

Section 4.3CAPITALIZATION. As of the Execution Date, the authorized capital stock of the Company consistsof(a) 750,000,000 sharesofCommon Stock, par value of $0.001pershare,of whichapproximately 44,272,855 sharesofCommon Stock are issued and outstanding and (b) 109,000 Series H and 6,000 Series I sharesofpreferred stock, of which 0 sharesof preferred stock are issued and outstanding. Except assetforth onSchedule 4.3, the Company hasnotissued any capital stock since itsmostrecently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company’s stock option plans, the issuance of shares of Common Stock to employees pursuant to the Company’s employee stock purchase plans and pursuant to the conversion and/or exerciseofCommon Stock Equivalents outstanding as of the date of themostrecently filed periodic reportunderthe Exchange Act. No Person has any rightof first refusal, preemptive right,right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except assetforthonSchedule 4.3, and except as a resultofthe purchase and sale of the Securities, there are no outstanding options, warrants, scrip rights to subscribe to, callsorcommitments of any character whatsoever relating to,orsecurities, rightsorobligations convertible intoorexercisable or exchangeable for,orgiving any Person any right to subscribefor oracquire any shares of Common Stock,orcontracts, commitments, understandings or arrangements by which the Company or any Subsidiary isor may become bound to issue additional shares of Common Stock or Common Stock Equivalents. The issuance and sale of the Securities will not obligate the Company to issue sharesofCommon Stock orothersecurities to any Person (other than the Investor) and will not result in a rightofany holderofCompany securities to adjust the exercise, conversion, exchangeorreset price under anyofsuch securities. There arenostockholders agreements, voting agreements orothersimilar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledgeofthe Company, betweenoramong any of the Company’s stockholders.

Section 4.4LISTING AND MAINTENANCE REQUIREMENTS. The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act, and the Company has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the registration of the Common Stock under the Exchange Act, nor has the Company received any notification that the SEC is contemplating terminating such registration. The Company has not, in the twelve (12) months preceding

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the Execution Date, received notice from the Principal Market on which the Common Stock is or has been listedorquoted to the effect that the Company is not in compliance with the listingormaintenance requirements of such Principal Market. The Company is, and has no reason to believe that itwillnotin the foreseeable future continue to be, in compliance with all such listing and maintenance requirements.

Section 4.5SEC DOCUMENTS; DISCLOSURE. Except assetforth onSchedule 4.5, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the SecuritiesActand the Exchange Act, including pursuant to Section 13(a)or15(d) thereof,forthe one (1) year preceding the Execution Date(orsuch shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Documents”) on a timely basisorhas received a valid extensionofsuch time of filing and has filed any such SEC Documents prior to the expiration of any such extension. Asoftheir respective dates, the SEC Documents complied in all material respects with the requirementsofthe SecuritiesActand the Exchange Act, as applicable, andotherfederal laws, rules and regulations applicable to such SEC Documents,andnone of the SEC Documents when filed contained any untrue statement of a material factor omitted to state a material fact required to be stated thereinornecessary in order to make the statements therein, in light of the circumstances under which they weremade,not misleading. The financial statementsofthe Company included in the SEC Documents comply as to form and substance in all material respects with applicable accounting requirements and the published rules and regulationsofthe SEC orotherapplicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (a) asmaybe otherwise indicated in such financial statements or the notes theretoor (b) in the case of unaudited interim statements, to the extent theymaynot include footnotesor maybe condensedorsummary statements) and fairly present in all material respects the financial positionofthe Company asofthe dates thereof and the resultsofoperations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments). The Company maintains a system of internal accounting controls appropriateforitssize.There is no transaction, arrangement,orotherrelationship between the Company and an unconsolidatedor otheroff balance sheet entity that isnotdisclosed by the Company in its financial statementsorotherwise that would be reasonably likely to have a Material Adverse Effect. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company confirms that neither it nor any other Person acting on its behalf has provided the Investororits agentsorcounsel with any information that it believes constitutesormight constitute material, non-public information. The Company understands and confirms that the Investor will rely on the foregoing representation in effecting transactions in securitiesofthe Company.

Section 4.6VALID ISSUANCES. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be validly issued, fully paid,andnon- assessable, free and clearofall Liens imposed by the Company,other than restrictions on transfer provided for in the Transaction Documents and under the Securities Act.

Section 4.7NO CONFLICTS. The execution, delivery and performanceof this AgreementandtheotherTransaction Documents by the Company, and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuanceofthe Put Shares and the Commitment Shares, do not and will not: (a) result in a violation of the Company’s or any Subsidiary’s certificateorarticles of incorporation,by-lawsor otherorganizationalorcharter documents,

(b) conflict with,orconstitute a material default (or an event that with noticeorlapse of timeor both would become a material default) under, result in the creation of any Lien upon any of the propertiesorassetsofthe Company or any Subsidiary,orgive to others any rightsoftermination, amendment, accelerationorcancellation of, any agreement, indenture, instrumentorany “lock-up” or similar provisionofany

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underwritingor similar agreement to which the Company or any Subsidiary is a party,or(c) result in a violationof any federal, state or local law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations) applicable to the Company or any Subsidiaryor by which any property or assetofthe Company or any Subsidiary is bound or affected (exceptforsuch conflicts, defaults, terminations, amendments, accelerations, cancellations and violations as would not, individuallyorin the aggregate, have a Material Adverse Effect), nor is the Company otherwise in violationof,conflict with or in default under any of the foregoing. The businessofthe Company is not being conducted in violationof any law, ordinance or regulation of any governmental entity, exceptfor possible violations that either singly or in the aggregatedonot and will not have a Material Adverse Effect. The Company is not required under federal, stateorlocal law, rule or regulation to obtain any consent, authorization or orderof, or make any filingorregistration with, any courtorgovernmental agency in order for it to execute, deliveror perform any of its obligations under this Agreement or the other Transaction Documents (other than any SEC, FINRA or state securities filings thatmaybe required to be made by the Company in connection with the issuanceof the Commitment Sharesor subsequent to any Closing or any registration statement thatmaybe filed pursuant hereto); provided that,for purposesofthe representation made in this sentence, the Company is assuming and relying upon the accuracy of the relevant representations and agreements of Investor herein.

Section 4.8NO MATERIAL ADVERSE CHANGE. No event has occurred that would have a Material Adverse Effect on the Company or any Subsidiary that hasnotbeen disclosed in subsequent SEC filings.

Section 4.9LITIGATIONANDOTHER PROCEEDINGS. Except assetforth onSchedule 4.9, there are no actions, suits, investigations, inquiriesorproceedings pending or, to the knowledgeofthe Company, threatened againstor affecting the Company, any Subsidiary or anyof their respective properties, nor has the Company received any written or oral noticeofany such action, suit, proceeding, inquiryorinvestigation, which would have a Material Adverse Effectorwould require disclosure under the Securities Act or the Exchange Act. No judgment, order, writ, injunctionordecreeoraward hasbeenissued by or, to the knowledge of the Company, requested of any court, arbitratororgovernmental agency which would have a Material Adverse Effect. There hasnotbeen, and to the knowledgeofthe Company, there is not pendingorcontemplated, any investigation by the SEC involving the Company, any Subsidiary, or any currentorformer directororofficerofthe Company or any Subsidiary.

Section 4.10REGISTRATION RIGHTS. Except as set forth onSchedule 4.10, no Person (other than the Investor) has any right to cause the Company to effect the registration under the Securities Act of any securities of the Company or any Subsidiary.

Section 4.11INVESTOR’S STATUS. The Company acknowledges and agrees that the Investor is acting solely in the capacity of arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby. The Company further acknowledges that the Investor isnotacting as a financial advisororfiduciary of the Company(orin any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby and any advice given by the Investor or any of its representativesoragents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the Investor’s purchase of the Securities. The Company further represents to the Investor that the Company’s decision toenterinto the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives and advisors.

Section 4.12NO GENERAL SOLICITATION; NO INTEGRATED OFFERING. Neither the

Company, any Subsidiary, nor any of their respective affiliates, nor any Person acting on their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities Act) in connection with the offer or sale of the Securities. Neither the Company, any

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Subsidiary,norany of their respective affiliates,norany Person acting on their behalf has, directlyorindirectly, made any offers or salesofany security or solicited any offers to buy any security, under circumstances that would require registrationoftheofferand sale of any of the Securities under the Securities Act, whether through integration with prior offerings or otherwise,orcause this offering of the Securities to be integrated with prior offerings by the Company in amanner that would require stockholder approval pursuant to the rules of the Principal Market on which anyofthe securitiesofthe Company are listed or designated. The issuance and sale of the Securities hereunder does not contravene the rules and regulationsofthe Principal Market.

Section 4.13INTELLECTUAL PROPERTY RIGHTS. The Company and each Subsidiary own or possess adequate rights or licenses to use all material trademarks, trade names, service marks, service mark registrations, service names, patents, patent rights, copyrights, inventions, licenses, approvals, governmental authorizations, trade secrets and rights necessary to conduct their respective businesses as now conducted. Noneofthe Company’s, nor any Subsidiary’s material Intellectual Property has expiredorterminated, or, by the terms and conditions thereof, could expire or terminate within two years from the date of this Agreement. The Company does not have any knowledge of any infringement by the Company and/or any Subsidiary of any material Intellectual Propertyof others, orof any such developmentof similar or identical trade secrets or technical information by others, and there is no claim, actionorproceeding being made or brought against,orto the Company’s knowledge, being threatened against, the Company and/or any Subsidiary regarding the infringement of any Intellectual Property, which could reasonably be expected to have a Material Adverse Effect.

Section 4.14ENVIRONMENTAL LAWS. To the Company’s knowledge, the Company and each Subsidiary (i) is in compliance with any and all applicable foreign, federal, state and local laws and regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental Laws”), (ii) has received all permits, licenses or other approvals required of it under applicable Environmental Laws to conduct its respective businesses and (iii) is in compliance with all terms and conditions of any such permit, license or approval, except where, in each of the three foregoing clauses, the failure to so comply could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Section 4.15TITLE.Exceptas disclosed in the SEC Documents, the Company and each Subsidiary has good and marketable title in fee simple to all real property owned by it and good and marketable title in all personal property owned by it that is material to the businessofthe Company and each Subsidiary, in each case free and clearofall Liens and, exceptforLiens asdonot materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any Subsidiary and Liensfor the payment of federal, state orothertaxes,the payment of which is neither delinquentnorsubject to penalties.Anyreal property and facilities held under lease by the Company or any Subsidiary is held under valid, subsisting and enforceable leases with which the Company is in compliance with such exceptions as arenotmaterial and do not interfere with the use made and proposed to be madeofsuch property and buildings by the Company or any Subsidiary.

Section 4.16INSURANCE. The Company and each Subsidiary is insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as management of the Company believes to be prudent and customary in the businesses in which the Company and each Subsidiary is engaged. Neither the Company, nor any Subsidiary has been refused any insurance coverage soughtorapplied for, and the Company has no reason to believe that it or any Subsidiary will not be able to renew its existing insurance coverage as and when such coverage expiresorto obtain similar coverage from similar insurers asmay be necessary to continue its business at a cost that would not materiallyand adversely affect the condition, financialorotherwise, or the earnings, businessoroperationsofthe Company, taken as a whole.

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Section 4.17REGULATORY PERMITS. The Company and each Subsidiary possesses all material certificates, authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct its businesses, and neither the Company, nor any Subsidiary has received any notice of proceedings relating to the revocationor modification of any such certificate, authorizationorpermit.

Section 4.18TAX STATUS. The Company and each Subsidiary has made or filed all federal and state income and all other material tax returns, reports and declarations required by any jurisdiction to which it is subject (unless and only to the extent that the Company hassetaside on its books provisions reasonably adequate for the payment of all unpaid and unreported taxes) and has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports and declarations, except those being contested in good faith and has set aside on its books provision reasonably adequate for the payment of all taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company know of no basis for any such claim.

Section 4.19TRANSACTIONS WITH AFFILIATES. Except assetforth in the SEC Documents, noneofthe officers or directors of the Company or any Subsidiary, and to the knowledge of the Company, noneofthe employeesofthe Company or any Subsidiary is presently a party to any transaction with the Company or any Subsidiary (other than for services as employees, officers and directors), including any contract, agreementorotherarrangement providing for the furnishing of services to or by, providing for rentalof real or personal property toorfrom, or otherwise requiring payments toor from any officer, director or such employee or, to the knowledge of the Company, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trusteeor partner, in each case in excess of the lesser of (i) $120,000or(ii) one percent of the averageof the Company’s total assets atyearend for the last two completed fiscal years,other thanfor(i) payment of salary or consulting fees for services rendered,

(ii)   reimbursement for expenses incurred on behalf of the Company or any Subsidiary and (iii) other employee benefits, including stock option agreements under any stock option planofthe Company.

Section 4.20APPLICATION OF TAKEOVER PROTECTIONS. The Company and its boardofdirectors have takenorwill take prior to the Execution Date all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement)or othersimilar anti-takeover provision under the articlesofincorporation or the laws of the stateofits incorporation which isorcould become applicable to the Investor as a resultofthe transactions contemplated by this Agreement, including, without limitation, the Company’s issuanceof the Securities and the Investor’s ownershipofthe Securities.

Section 4.21FOREIGN CORRUPT PRACTICES.Neitherthe Company, any Subsidiary, nor to the knowledgeofthe Company, any agent or other Person acting on behalf of the Company or any Subsidiary, has (i) directly or indirectly, used any fundsforunlawful contributions, gifts, entertainmentorother unlawful expenses related to foreignor domestic political activity, (ii) made any unlawful payment to foreign or domestic government officialsoremployees or to any foreignordomestic political partiesorcampaigns from corporate funds, (iii) failed to disclose fully any contribution made by the Company or any Subsidiary(ormade by any Person acting on its behalf of which the Company is aware) which is in violation of law, or (iv) violated in any material respect any provisionofthe Foreign Corrupt PracticesActof 1977, as amended.

Section 4.22SARBANES-OXLEY. The Company is in compliance with all provisions of the Sarbanes-Oxley Act of 2002, as amended, which are applicable to it.

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Section 4.23CERTAIN FEES. No brokerageorfinder’s feesor commissions areorwill be payable by the Company to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank orotherPerson with respect to the transactions contemplated by the Transaction Documents. The Investor shall have no obligation with respect to any feesorwith respect to any claims made by or on behalf of other Personsfor feesofa type contemplated in thisSection 4.22 thatmaybe due in connection with the transactions contemplated by the Transaction Documents.

Section 4.24INVESTMENT COMPANY. The Company is not an “investment company” within

the meaning of the Investment Company Act of 1940, as amended.

Section 4.25ACCOUNTANTS. The Company’s accountants are set forth in the SEC Documents and, to the knowledge of the Company, such accountants are an independent registered public accounting firm as required by the Securities Act.

Section 4.26NO MARKET MANIPULATION. Neither the Company, nor any Subsidiary has, and to its knowledge no Person acting on either of their behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Securities, (ii) sold, bid for, purchased, or, paid any compensation for soliciting purchases of, any of the Securities, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company.

Section 4.27NO DISQUALIFICATION EVENTS. Noneofthe Company, any Subsidiary, any of their predecessors, any affiliated issuer, any director, executive officer,otherofficerofthe Company or any Subsidiary participating in the offering contemplated hereby, any beneficial ownerof20%ormore of the Company’s outstanding voting equity securities, calculated on the basisofvoting power, nor any promoter (as that term is defined in Rule 405 under the Securities Act) connected with the Company in any capacity at the time of sale (each, an “Issuer Covered Person”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the SecuritiesAct(a “Disqualification Event”), exceptfora Disqualification Event covered by Rule 506(d)(2)or(d)(3) under the Securities Act. The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event.

Section 4.28MONEY LAUNDERING. The Company and each Subsidiary is in compliance with, and has not previously violated, the USA PATRIOT ACT of 2001 and all other applicable U.S. and non-

U.S. anti-money laundering laws and regulations, including, but not limited to, the laws, regulations and Executive Orders and sanctions programs administered by the U.S. Office of Foreign Assets Control, including, butnot limited, to (i) Executive Order 13224ofSeptember 23, 2001 entitled, “Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit,orSupport Terrorism” (66 Fed.Reg.49079 (2001)); and (ii) any regulations contained in 31 CFR, Subtitle B, Chapter V.

Section 4.29ILLEGAL OR UNAUTHORIZED PAYMENTS; POLITICAL

CONTRIBUTIONS.Neitherthe Company, nor any Subsidiary has, nor, to the bestofthe Company’s knowledge (after reasonable inquiry of its officers and directors), any of the officers, directors, employees, agents orotherrepresentatives of the Company, any Subsidiary or any other business entity or enterprise with which the Company isorhas been affiliated or associated, has, directly or indirectly, madeorauthorized any payment, contributionor gift of money, property,or services, whether or not in contravention of applicable law, (a) as a kickbackor bribe to any Personor (b) to any political organization, or the holder of or any aspirant to any elective or appointive public office exceptforpersonal political contributions not involving the direct or indirect use of fundsofthe Company.

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Section 4.30SHELL COMPANY STATUS. The Company is not currently an issuer identified in Rule 144(i)(1)(i) under the Securities Act, is subject to the reporting requirements of Section 13 or 15(d)ofthe Exchange Act, has filed all reports and other materials required to be filed by Section 13or 15(d)ofthe Exchange Act, as applicable during the preceding 12 months, and, asofa date at least one yearpriorto the Execution Date, has filed current “Form 10 information” with the SEC (as defined in Rule 144(i)(3)ofthe Securities Act) reflecting its status as an entity that is no longer an issuer described in Rule 144(i)(1)(i)ofthe Securities Act.

Section 4.31ABSENCE OF SCHEDULES. In the event that on the Execution Date, the Company does not deliver any disclosure schedule contemplated by this Agreement, the Company hereby acknowledges and agrees that(i)each such undelivered disclosure schedule shall be deemed to read as follows: “Nothing to Disclose”, and (ii) the Investor hasnototherwise waived delivery of such disclosure schedule.

ARTICLE VCOVENANTS OF INVESTOR

Section 5.1COMPLIANCE WITHLAW;TRADING IN SECURITIES. The Investor’s

trading activities with respect to sharesofCommon Stock will be in compliance with all applicable state and federal securities laws and regulations and the rules and regulations of FINRA and the Principal Market.

Section 5.2SHORT SALESANDCONFIDENTIALITY. Neither the Investor,norany affiliate of the Investor acting on its behalforpursuant to any understanding with it, will execute any Short Sales during the period from the Execution Date to the end of the Commitment Period. For the purposes hereof, and in accordance with Regulation SHO, the sale after delivery of a Put Notice of such numberof sharesofCommon Stock reasonably expected to be purchased under a Put Notice shall not be deemed a Short Sale. The Investor shall, until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company in accordance with the terms of this Agreement, maintain the confidentiality of the existence and terms of this transaction and the information included in the Transaction Documents. The Investor agrees not to disclose any Confidential Informationofthe Company to any third party, exceptforattorneys, accountants, advisors who have aneedto know such Confidential Information and are bound by confidentiality, and shall not use any Confidential Information for any purpose other than in connection with, or in furtheranceof, the transactions contemplated hereby. The Investor acknowledges that the Confidential Information of the Company shall remain the property of the Company and agrees that it shall take all reasonable measures to protect the secrecyofany Confidential Information disclosed by the Company.

ARTICLE VI

COVENANTS OF THE COMPANY

Section 6.1REMOVEDANDRESERVED.

Section 6.2LISTING OF COMMON STOCK. The Company shall promptly secure the listing of allof the Put Shares and Commitment Shares to be issued to the Investor hereunder on the Principal Market (subject to official noticeofissuance) and shall use commercially reasonable best efforts to maintain, so long as any shares of Common Stock shall be so listed, the listing of all such Put Shares and Commitment Shares from time to time issuable hereunder. The Company shall use its commercially reasonable efforts to continue the listing and tradingofthe Common Stock on the Principal Market (including, without limitation, maintaining sufficientnettangible assets) and will comply in all respects with the Company’s reporting, filing andotherobligationsunderthe bylaws or rulesofFINRA and the Principal Market. The Company shall not take any action that would reasonably be expected to result in the

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delisting or suspension of the Common Stock on the Principal Market. The Company shall promptly, and in no event later than the following Trading Day, provide to the Investor copies of any notices it receives from any Person regarding the continued eligibility of the Common Stock for listing on the Principal Market. The Company shall pay all fees and expenses in connection with satisfying its obligations under thisSection 6.2). The Company shall take all action necessary to ensure that its Common Stock can be transferred electronically as DWAC Shares.

Section 6.3OTHER EQUITY LINES. So long as this Agreement remains in effect, the Company covenants and agrees that it will not, without the prior written consent of the Investor, enter into any other equity line of credit agreement with any other party, without the Investor’s prior written consent, which consent may be granted or withheld in the Investor’s sole and absolute discretion.

Section 6.4FILING OF CURRENT REPORT AND REGISTRATION STATEMENT. The

Company agrees that it shall file aCurrentReportonForm 8-K, including the Transaction Documents as exhibits thereto, with the SEC within the time required by the Exchange Act, relating to the transactions contemplated by, and describing the material terms and conditionsof,the Transaction Documents (the “Current Report”). The Company shall permit the Investor to review and comment upon the final pre-filing draft versionofthe Current Report at least two (2) Trading Days prior to its filing with the SEC, and the Company shall give reasonable consideration to all such comments. The Investor shall use its reasonable best efforts to comment upon the final pre-filing draft versionofthe Current Report within one (1) Trading Day from the date the Investor receives it from the Company. Pursuant to the terms of the Registration Rights Agreement, the Company shall also file with the SEC, onorbefore the twenty-eighth (28th) day following the Execution Date, anewregistration statement on Form S-1 (the “Registration Statement”) covering only the resale of the Put Shares and Commitment Shares.

Section 6.5ISSUANCE OF COMMITMENT SHARES. In consideration for the Investor’s execution and deliveryof,and performance under this Agreement, the Company shall cause the Transfer Agent to issue the Commitment Shares to the Investor on the Execution Date. For the avoidanceofdoubt, all of the Commitment Shares shall be fully earned asofthe Execution Date, and the issuanceofthe Commitment Shares isnotcontingent upon anyotherevent or condition, including, without limitation, the effectiveness of the Registration Statement or the Company’s submission of a Put Notice to the Investor and irrespectiveof any terminationofthis Agreement. Furthermore, half of the Commitment Shares willbereturned to the Company if the Company determines, in its sole discretion, to terminate this Agreement consistent with the Section 10.6 of this Agreement within six months of the S-1 being declared effective by the SEC (“S-1 Effective Date”). Until the six-month anniversary of the S-1 Effective Date, the Investor will hold half of the Commitment Shares in book entry at the Company’s transfer agent.

Section 6.6DUEDILIGENCE; CONFIDENTIALITY; NON-PUBLIC INFORMATION.

The Investor shall have the right, from time to time as the Investormayreasonably deem appropriate, to perform reasonable due diligence on the Company during normal business hours. The Company, each Subsidiary and their respective officers and employees shall provide information and reasonably cooperate with the Investor in connection with any reasonable request by the Investor related to the Investor’sduediligenceof the Company. The Company agrees not to disclose any Confidential Informationofthe Investor to any third party, exceptforattorneys, accountants, advisors who have aneedto know such Confidential Information and are bound by confidentiality, and shallnotuse any Confidential Information foranypurpose other than in connection with,orin furtheranceof,the transactions contemplated hereby. The Company acknowledges that the Confidential Informationofthe Investor shall remain the propertyofthe Investor and agrees that it shall take all reasonable measures to protect the secrecy of any Confidential Information disclosed by the Investor. The Company confirms that neither itnor any other Person acting on its behalf shall provide the Investor or its agents or counsel with any information that constitutesormight constitute material, non-public information, unless a simultaneous public announcement thereof is made by the Company in themannercontemplated by Regulation FD. In the event of a breach of the foregoing

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covenant by the Company or any Person acting on its behalf (as determined in the reasonable good faith judgment of the Investor), in addition to any other remedy provided hereinorin the other Transaction Documents, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisementorotherwise, of such material, non-public information without thepriorapproval by the Company; provided the Investor shall have first provided notice to the Company that it believes it has received information that constitutes material, non-public information, and the Company shall have had at least twenty-four (24) hours to publicly disclose such material, non-public information prior to any such disclosure by the Investor, and the Company shall have failed to publicly disclose such material, non-public information within such time period. The Investor shall not have any liability to the Company, any Subsidiary, or anyoftheir respective directors, officers, employees, stockholders, affiliatesoragents,forany such disclosure. The Company understands and confirms that the Investor shall be relying on the foregoing covenants in effecting transactions in securities of the Company.

Section 6.7PURCHASE RECORDS. The Company shall maintain records showing the AvailableAmountat any given time and the date, Investment Amount and Put Sharesforeach Put, contained in the applicable PutNotice.

Section 6.8TAXES. The Company shall pay any and all transfer, stamp or similar taxes that may be payable with respect to the issuance and delivery of any shares of Common Stock to the Investor made under this Agreement.

Section 6.9USE OF PROCEEDS. The Company will use the net proceeds from the offering of Put Shares hereunder in the manner described in the Registration Statement or the SEC Documents.

Section 6.10OTHER TRANSACTIONS. The Company shall not enter into, announce or recommend to its stockholders any agreement, plan, arrangement or transaction in or of which the terms thereof would restrict, materially delay, conflict with or impair the ability or right of the Company to perform its obligations under the Transaction Documents, including, without limitation, the obligation of the Company to deliver the Put Shares and the Commitment Shares to the Investor in accordance with the terms of the Transaction Documents.

Section 6.11INTEGRATION. In any case subject to the terms of the Registration Rights Agreement, from and after the Execution Date, neither the Company,noror anyofits affiliates will,andthe Company shall use its reasonable best efforts to ensure thatno Person acting on their behalf will, directly or indirectly, make any offers or sales of any security or solicit any offers to buy any security, under circumstances that would require registrationoftheofferand sale of any of the Securities under the Securities Act.

Section 6.12KEY PERSON. If at any time during the Commitment Periodeither of the Company’s CEO or COO asofthe Execution Date, resigns or is otherwise removed from office (except for casesofdeathordisability), then a liquidated damages chargeof$25,000.00will be assessed, in each case, and will become immediately due and payable to theBuyerin the form of cash payment. The liquidated damages charge in thisSection 6.12shall be in addition to, andnotin substitutionof,anyofthe other rights of the Investorunderthis Agreement.

Section 6.13TRANSACTION DOCUMENTS. On the Execution Date, the Company shall deliver to the Investor executed copiesofall of the Transaction Documents.

ARTICLE VII

CONDITIONS TO DELIVERY OF PUT NOTICES AND CONDITIONS TO CLOSING

Section 7.1CONDITIONS PRECEDENT TO THE RIGHT OF THE COMPANYTOISSUE

AND SELL PUT SHARES. The right of the Company to issue and sell the Put Shares to the Investor is

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subject to the satisfaction of each of the conditions set forth below:

(a)               ACCURACY OF INVESTOR’S REPRESENTATIONSANDWARRANTIES. The representations and warrantiesofthe Investor shall be true and correct in all material respects asofthe Execution Date and asofthe dateofeach Closing as though made at each such time.

(b)               PERFORMANCE BY INVESTOR. Investor shall have performed, satisfied and complied in all respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfiedorcomplied with by the Investor ator priorto such Closing.

(c)               REGISTRATION STATEMENT. The Company shall not have the right to issue any Put Shares if the Registration Statement, and any amendmentorsupplement thereto, shall fail to be and remain effective for the resale by the Investor of the Put Shares and Commitment Shares.

Section 7.2CONDITIONS PRECEDENT TO THE OBLIGATION OF INVESTOR TO

PURCHASE PUT SHARES. The obligation of the Investor hereunder to purchase Put Shares is subject to the satisfaction of each of the following conditions:

(a)               REGISTRATION STATEMENT. The Registration Statement, and any amendmentorsupplement thereto, shall be and remain effective for the resale by the Investorofthe Put Shares and the Commitment Shares and (i) neither the Company nor the Investor shall have received notice that the SEC has issued or intends to issue a stop order with respect to such Registration Statement or that the SEC otherwise has suspended or withdrawn the effectiveness of such Registration Statement,eithertemporarily or permanently,orintendsor has threatened to do so and (ii) no other suspensionofthe useof, or withdrawal of the effectivenessof,such Registration Statementorrelated prospectus shall exist. The Company shall have prepared and filed with the SEC a final and complete prospectus (the preliminary form of which shall be included in the Registration Statement) and shall have delivered to the Investor a true and complete copy thereof. Such prospectus shall be current and availableforthe resale by the Investorofall of the Securities covered thereby.

(b)               ACCURACY OF THE COMPANY’S REPRESENTATIONSAND WARRANTIES. The representations and warranties of the Company shall be true and correct in all material respects asofthe Execution Date and asofthe dateof each Closing (exceptforrepresentations and warranties under the first sentence ofSection 4.3, which are specifically made as of the Execution Date and shall be true and correct in all respects asofthe Execution Date).

(c)               PERFORMANCE BY THECOMPANY.The Company shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfiedorcomplied with by the Company.

(d)               NO INJUNCTION. No statute,rule,regulation, executive order, decree, rulingorinjunction shall have been enacted, entered, promulgated or adopted by any courtorgovernmental authority of competent jurisdiction that prohibitsordirectly and materially adversely affects any of the transactions contemplated by the Transaction Documents, and no proceeding shall have been commenced thatmayhave the effectofprohibitingormaterially adversely affecting any of the transactions contemplated by the Transaction Documents.

(e)               ADVERSE CHANGES. Since the dateoffilingofthe Company’smostrecent SEC Document, no event that had or is reasonably likely to have a Material Adverse Effect has occurred.

(f)                NO SUSPENSION OF TRADING IN OR DELISTING OF COMMON STOCK. The tradingofthe Common Stock shall not have been suspended by the SEC, the Principal Marketor FINRA,or otherwise haltedforany reason, and the Common Stock shall have been approved for listingor quotation

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on and shall not have been delisted from the Principal Market. In the event of a suspension, delisting,orhalting for any reason,ofthe tradingofthe Common Stock, as contemplated by thisSection 7.2(f), the Investor shall have the right to return to the Company any remaining amount of Put Shares associated with such Put, and the Purchase Price with respect to such Put shall be reduced accordingly.

(g)               BENEFICIAL OWNERSHIP LIMITATION. The number of Put Shares to be purchased by the Investor shall not exceed thenumberofsuch shares that, when aggregated with allothershares of Common Stock then owned by the Investor beneficially or deemed beneficially owned by the Investor, would result in the Investor owning more than the Beneficial Ownership Limitation (as defined below), as determined in accordance with Section 16 of the ExchangeActand the regulations promulgated thereunder. For purposesofthisSection 7.2(g), in the event that the amount of Common Stock outstanding, as determined in accordance with Section 16 of the ExchangeAct and the regulations promulgated thereunder, is greater on a Closing Date than on the date upon which the Put Notice associated with such Closing Date is given, the amountofCommon Stock outstanding on such Closing Date shall govern for purposes of determining whether the Investor,whenaggregating all purchasesof Common Stock made pursuant to this Agreement, would own more than the Beneficial Ownership Limitation following such Closing Date. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of sharesofCommon Stock issuable pursuant to a PutNotice.

(h)               NO KNOWLEDGE. The Company shall have no knowledge of any event more likely than not to have the effect of causing the Registration Statement to be suspendedorotherwise ineffective (which event is more likely than not to occur within the fifteen (15) Trading Days following the Trading Dayonwhich such Put Notice is deemed delivered). The Company shall have no knowledgeofany untrue statement(oralleged untrue statement) of a material factoromission(oralleged omission)ofa material fact required to be stated thereinornecessary to make the statements therein, in light of the circumstances under which they weremade,not misleading, in the Registration Statement, any effective registration statement filed pursuant to the Registration Rights Agreementorany post-effective amendmentorprospectus which is a part of the foregoing, unless the Company has filed an amendment with the SECortaken such other.

(i)                 NO VIOLATION OF SHAREHOLDER APPROVAL REQUIREMENT. The issuance of the Put Shares shallnotviolate the shareholder approval requirements of the Principal Market.

(j)                 OFFICER’S CERTIFICATE. On the dateof delivery of each PutNotice,the Investor shall have received the Closing Certificate executed by an executive officer of the Company and to the effect that all the conditions to such Closing shall have been satisfied as of the date of each such certificate.

(k) DWACELIGIBLE. The Common Stockmustbe DWAC Eligible and not subject to a

“DTC chill.”

(l)                 SEC DOCUMENTS.Allreports, schedules, registrations,forms,statements, information and other documents required to have been filed by the Company with the SEC pursuant to the reporting requirementsofthe Exchange Act(otherthan Forms 8-K) shall have been filed with the SEC within the applicable time periods prescribedforsuch filings under the Exchange Act.

(m) REMOVEDAND RESERVED.

(n) REMOVEDAND RESERVED.

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(o)               MINIMUM PRICING. The lowest traded priceofthe Common Stock in the five (5) Trading Days immediately preceding the respective Put Datemustexceed $0.01pershare.

(p)               NO VIOLATION. No statute, regulation, order, guidance, decree, writ, rulingor injunction shall have been enacted, entered, promulgated, threatenedorendorsed by any federal, state, localorforeign courtorgovernmental authority of competent jurisdiction, including, without limitation, the SEC, which prohibits the consummationofor which would materially modify ordelayany of the transactions contemplated by the Transaction Documents.

(q)               LEGAL OPINION. The Company shall cause to be delivered to the Investor a written opinionofcounsel satisfactory to the Investor, in form and substance satisfactory to the Investor and its counsel, relating to the availability and effectivenessof the Registration Statement, as supplemented by any prospectus supplementoramendment thereto, and regarding the Company’s compliance with the Delaware Statutes and the federal securities laws of the United States in the issuance, sale and registration of the Put Shares and Commitment Shares.

ARTICLE VIIILEGENDS

Section 8.1NO RESTRICTIVE STOCK LEGEND. No restrictive stock legend shall be placed on the share certificates representing the Put Shares.

Section 8.2INVESTOR’S COMPLIANCE. Nothing in thisArticle VIII shall affect in any way the Investor’s obligations hereunder to comply with all applicable securities laws upon the sale of the Common Stock.

ARTICLE IXNOTICES;

INDEMNIFICATION

Section 9.1NOTICES.Allnotices, demands, requests, consents, approvals, andothercommunications requiredorpermitted hereunder shall be in writing and, unless otherwise specified herein, shall be (a) personally served, (b) deposited in the mail, registeredorcertified, return receipt requested, postage prepaid, (c) delivered by reputable aircourierservice with charges prepaid, or(d)transmitted by hand delivery, telegram, or e-mail as a PDF, addressed assetforth beloworto such other address as such party shall have specified most recently by written notice given in accordance herewith. Any noticeorothercommunication requiredorpermitted to be given hereunder shall be deemed effective (i) upon hand delivery or delivery by e-mail at the address designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if deliveredother than on a business day during normal business hours where such notice is to be received) or (ii) on the second business day following the date of mailing by express courier serviceoron the fifth business day after deposited in the mail, in each case, fully prepaid, addressed to such address, oruponactual receiptofsuch mailing, whichever shall first occur.

The addresses for such communications shall be: If to the Company:

Generex Biotechnology Corporation 10102 USA Today Way

Miramar, Florida 33025

Email: jmoscato@nugenerex.com

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Attention: Joseph Moscato, CEO

If to the Investor:

Oasis Capital, LLC

208 Ponce de Leon Ave, Suite 1600 San Juan, PR 00918

E-mail:

Attention: Adam Long, Managing Partner

with a copy to (that shall not constitute notice) K&L Gates LLP

200 S. Biscayne Blvd., Suite 3900

Miami, FL 33131

E-mail: john.owens@klgates.com Attention: John D. Owens, III, Esq.

Either party hereto may from time to time change its address or e-mail for notices under thisSection 9.1by

giving at least ten (10) days’ prior written notice of such changed address to the other party hereto.

Section 9.2INDEMNIFICATION. Each party hereto (an “Indemnifying Party”) agreestoindemnify and hold harmless theotherparty along with its officers, directors, employees, and authorized agents and representatives, and each Personorentity, if any, who controls such party within the meaning of Section 15of the SecuritiesAct or Section 20of the ExchangeAct orthe rules and regulations thereunder (an “Indemnified Party”) from and against any and all Damages, jointor several, and any and all actions in respect thereof to which the Indemnified Party becomes subject to, resulting from, arising out ofor relating to (i) any misrepresentation, breach of warrantyornonfulfillment oforfailure to perform any covenantoragreement on the partofthe Indemnifying Party contained in this Agreement,(ii)any untrue statementoralleged untrue statement of a material fact contained in the Registration Statement, any registration statement pursuant to the Registration Rights Agreement or any post-effective amendment thereof or supplement thereto,orthe omission or alleged omission therefrom of a material fact required to be stated thereinornecessary to make the statements therein not misleading, (iii) any untrue statementoralleged untrue statement of a material fact contained in any preliminary prospectus or contained in the final prospectus (as amendedorsupplemented, if the Company files any amendment thereoforsupplement thereto with the SEC)orthe omission or alleged omission to state therein any material fact necessary to make the statements made therein, in the lightof the circumstances under which the statements therein were made, not misleading, or (iv) any violationoralleged violation by the Company of the Securities Act, the Exchange Act, any state securities lawor any ruleorregulation under the Securities Act, the Exchange Act or any state securities law, as such Damages are incurred, except to the extent such Damages result primarily from the Indemnified Party’s failure to perform any covenant or agreement contained in this Agreementorthe Indemnified Party’s negligence, recklessness, fraud, willful misconductorbad faith in performing its obligations under this Agreement;provided,however, that the foregoing indemnity agreement shall not apply to any Damages of an Indemnified Party to the extent, butonlyto the extent, arising outof orbased upon any untrue statement or alleged untrue statementoromission or alleged omission made by an Indemnifying Party in reliance upon and in conformity with written information furnished to the Indemnifying Party by the Indemnified Party expresslyforuse in the Registration Statement, any post- effective amendment thereoforsupplement thereto,orany preliminary prospectusorfinal prospectus (as amended or supplemented).

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Section 9.3METHOD OF ASSERTING INDEMNIFICATION CLAIMS. All claims for

indemnification by any Indemnified Party underSection 9.1shall be asserted and resolved as follows:

(a)               In the event any claim or demand in respect of which an Indemnified Partymightseek indemnity underSection 9.2is asserted againstorsought to be collected from such Indemnified Party by a Person other than a party heretooran affiliate thereof (a “Third Party Claim”), the Indemnified Party shall deliver a written notification, enclosing a copy of all papers served, if any, and specifying the natureof and basisforsuch Third Party Claim andforthe Indemnified Party’s claim for indemnification that is being assertedunderany provision ofSection 9.2against an Indemnifying Party, together with the amount or, if not then reasonably ascertainable, the estimated amount, determined in good faith,ofsuch Third Party Claim (a “Claim Notice”) with reasonable promptness to the Indemnifying Party. If the Indemnified Party fails to provide the Claim Notice with reasonable promptness after the Indemnified Party receives noticeofsuch Third Party Claim, the Indemnifying Party shall not be obligated to indemnify the Indemnified Party with respect to such Third Party Claim to the extent that the Indemnifying Party’s ability to defend has been prejudiced by such failure of the Indemnified Party. The Indemnifying Party shall notify the Indemnified Party assoonas practicable within the period ending thirty (30) calendar days following receipt by the Indemnifying Party of either a Claim Noticeoran Indemnity Notice (as defined below) (the “Dispute Period”) whether the Indemnifying Party disputes its liabilityor the amount of its liability to the Indemnified PartyunderSection 9.2 and whether the Indemnifying Party desires, at its sole costandexpense, to defend the Indemnified Party against such Third PartyClaim.

(i)                 If the Indemnifying Party notifies the Indemnified Party within the Dispute Period that the Indemnifying Party desires to defend the Indemnified Party with respect to the Third Party Claim pursuant to thisSection 9.3(a), then the Indemnifying Party shall have the right to defend, with counsel reasonably satisfactory to the Indemnified Party, at the sole cost and expense of the Indemnifying Party, such Third Party Claim by all appropriate proceedings, which proceedings shall be vigorously and diligently prosecuted by the Indemnifying Party to a final conclusionorwillbe settled at the discretion of the Indemnifying Party (but only with the consentofthe Indemnified Party in the case of any settlement that provides for any relief other than the payment of monetary damages or that providesforthe payment of monetary damages as to which the Indemnified Party shall not be indemnified in full pursuant toSection 9.1). The Indemnifying Party shall have full controlofsuch defense and proceedings, including any compromise or settlement thereof;provided,however, that the Indemnified Partymay,at the sole cost and expenseofthe Indemnified Party, at any time prior to the Indemnifying Party’s delivery of the notice referred to in the first sentence of this clause (i), file any motion, answeror other pleadingsor take any other action that the Indemnified Party reasonably believes to be necessaryorappropriate to protect its interests; andprovided,further, that if requested by the Indemnifying Party, the Indemnified Partywill,at the sole cost and expenseofthe Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in contesting any Third Party Claim that the Indemnifying Party elects to contest. The Indemnified Partymayparticipate in, butnotcontrol, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this clause (i), and except as provided in the preceding sentence, the Indemnified Party shall bear its own costs and expenses with respect to such participation. Notwithstanding the foregoing, the Indemnified Partymay takeover the control of the defense or settlement of a Third Party Claim at any time if it irrevocably waives its right to indemnity underSection 9.1 with respect to such Third PartyClaim.

(ii)               If the Indemnifying Party fails to notify the Indemnified Party within the Dispute Period that the Indemnifying Party desires to defend the Third Party Claim pursuant to thisSection 9.3(a), or if the Indemnifying Partygivessuch notice but fails to prosecute vigorously and diligently or settle the Third PartyClaim,or if the Indemnifying Party fails to give any notice whatsoever within the Dispute Period, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party, the Third Party Claim by all appropriate proceedings, which proceedings shall be

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prosecuted by the Indemnified Party in a reasonable manner and in good faith or will be settled at the discretionofthe Indemnified Party (with the consent of the Indemnifying Party, which consent will not be unreasonably withheld). The Indemnified Party will have full control of such defense and proceedings, including any compromise or settlement thereof; provided, however, that if requested by the Indemnified Party, the Indemnifying Partywill,at the sole cost and expenseofthe Indemnifying Party, provide reasonable cooperation to the Indemnified Party and its counsel in contesting any Third Party Claim which the Indemnified Party is contesting. Notwithstanding the foregoing provisions of this clause (ii), if the Indemnifying Party has notified the Indemnified Party within the Dispute Period that the Indemnifying Party disputes its liability or the amount of its liability hereunder to the Indemnified Party with respect to such Third Party Claim and if such dispute is resolved in favorofthe Indemnifying Party in the manner provided in clause (iii) below, the Indemnifying Party will not be required to bear the costs and expenses of the Indemnified Party’s defense pursuant to this clause (ii)or ofthe Indemnifying Party’s participation therein at the Indemnified Party’s request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all reasonable costs and expenses incurred by the Indemnifying Party in connection with such litigation. The Indemnifying Partymayparticipate in, butnotcontrol, any defenseorsettlement controlled by the Indemnified Party pursuant to this clause (ii), and the Indemnifying Party shall bear its own costs and expenses with respect to such participation.

(iii)             If the Indemnifying Party notifies the Indemnified Party that it does not dispute its liability or the amount of its liability to the Indemnified Party with respect to the Third Party Claim underSection 9.1orfails to notify the Indemnified Party within the Dispute Period whether the Indemnifying Party disputes its liability or the amountofits liability to the Indemnified Partywithrespect to such Third PartyClaim,the amountofDamages specified in the Claim Notice shall be conclusively deemed a liability of the Indemnifying PartyunderSection 9.1 and the Indemnifying Party shall pay the amountofsuch Damages to the Indemnified Party on demand. If the Indemnifying Party has timely disputed its liabilityorthe amountofits liability with respect to such Third PartyClaim,the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolutionofsuch dispute;provided,however, that if the dispute is not resolved within thirty (30) days after the Claim Notice, the Indemnifying Party shall be entitled to institute such legal action as it deems appropriate.

(b)               In the event any Indemnified Party should have a claim underSection 9.1 againsttheIndemnifying Party thatdoesnot involve a Third Party Claim, the Indemnified Party shall deliver a written notificationofa claim for indemnity underSection 9.1specifying the natureofand basisforsuch claim, together with the amount or, if not then reasonably ascertainable, the estimated amount, determined in good faith,ofsuch claim (an “Indemnity Notice”) with reasonable promptness to the Indemnifying Party. The failure by any Indemnified Party to give the Indemnity Notice shall not impair such party’s rights hereunder except to the extent that the Indemnifying Party demonstrates that it has been irreparably prejudiced thereby. If the Indemnifying Party notifies the Indemnified Party that it does not dispute the claimorthe amountofthe claim described in such Indemnity Noticeorfails to notify the Indemnified Party within the Dispute Period whether the Indemnifying Party disputes the claim or the amount of the claim described in such Indemnity Notice, the amountofDamages specified in the Indemnity Notice will be conclusively deemed a liabilityofthe Indemnifying Party underSection 9.1and the Indemnifying Party shall paytheamountofsuch Damages to the Indemnified Party on demand. If the Indemnifying Party has timely disputed its liability or the amountofits liability with respect to suchclaim,the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolutionofsuch dispute; provided, however, that if the dispute is not resolved within thirty (30) days after the Claim Notice, the Indemnifying Party shall be entitled to institute such legal action as it deems appropriate.

(c)               The Indemnifying Party agrees to pay the Indemnified Party, promptly as such expenses are incurred and are due and payable,forany reasonable legal feesor otherreasonable expenses incurred by them in connection with investigatingordefending any such Claim.

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(d)               The indemnity provisions contained herein shall be in addition to (i) any cause of actionorsimilar rightsofthe Indemnified Party against the Indemnifying Party or others, and (ii) any liabilities the Indemnifying Partymaybe subject to.

ARTICLE XMISCELLANEOUS

Section 10.1GOVERNING LAW. This Agreement shall be governed by and interpreted in accordance with the lawsof the State of Kansas without regard to the principles of conflicts of law (whether of the State of Kansas or anyotherjurisdiction).

Section 10.2ARBITRATION.Anydisputes, claims, or controversies arising out oforrelating to the Transaction Documents,orthe transactions, contemplated thereby, or the breach, termination, enforcement, interpretation or validity thereof, including the determinationofthe scopeorapplicabilityofthis Agreement to arbitrate, shall be referred to and resolved solely and exclusively by binding arbitration to be conducted before the Judicial Arbitration and Mediation Service (“JAMS” ),or its successor pursuant the expedited proceduressetforth in the JAMS Comprehensive Arbitration Rules and Procedures (the “Rules” ), including Rules 16.1 and 16.2ofthose Rules. The arbitration shall be held in New York, New York, before a tribunal consistingofthree (3) arbitrators each of whom will be selected in accordance with the “strike and rank” methodology set forth in Rule 15. Either party to this Agreementmay, without waiving any remedy under this Agreement, seek from any federalorstate court sitting in the StateofKansas any interim or provisional relief that is necessary to protect the rightsorproperty of that party, pending the establishment of the arbitral tribunal. The costs and expenses of such arbitration shall be paid by and be the sole responsibility of the Company, including butnotlimited to the Investor’s attorneys’ fees and each arbitrator’sfees.The arbitrators’ decisionmustsetforth a reasoned basisforany award of damagesorfinding of liability. The arbitrators’ decision and awardwillbe made and delivered as soon as reasonably possibly and in any case within sixty (60) days’ following the conclusion of the arbitration hearing and shall be final and binding on the parties andmay be entered by any court having jurisdiction thereof.

Section 10.3JURY TRIAL WAIVER.THE COMPANY AND THE INVESTOR HEREBY WAIVE A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER OF THE PARTIES HERETO AGAINST THE OTHER IN RESPECT OF ANY MATTER ARISING OUT OF OR IN CONNECTION WITH THE TRANSACTION DOCUMENTS.

Section 10.4ASSIGNMENT. This Agreement shall be binding upon and inure to the benefitofthe Company and the Investor and their respective successors.Neither this Agreement nor any rights of the Investororthe Company hereundermaybe assigned by either party to any other Person.

Section 10.5NO THIRD PARTY BENEFICIARIES. This Agreement is intended for the benefit of the Company and the Investor and their respective successors, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except as set forth inArticle IX.

Section 10.6TERMINATION. The Company may terminate this Agreement at any time by written notice to the Investor, except while the Investorholdsany of the Put Shares. In addition, this Agreement shall automatically terminate on the earlier of (i) the endofthe Commitment Period; (ii) the date that the Company sells and the Investor purchases the Maximum Commitment Amount; or (iii) the date in which the Registration Statement is no longer effective,or(iv) the date that, pursuant to or within the meaning of any Bankruptcy Law, the Company commences a voluntary caseorany Person commences a proceeding against the Company, a Custodian is appointedforthe Company orfor allor substantially allof its property or the Companymakesa general assignment for the benefitofits creditors;provided,

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however, that the provisionsofArticles III, IV, V, VI, IX and the agreements and covenants of the Company and the Investor set forth inArticle Xshall survive the terminationofthis Agreement for the maximum lengthoftime allowed under applicable law.

Section 10.7ENTIRE AGREEMENT. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understandingofthe Company and the Investor with respect to the matters covered herein and therein and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.

Section 10.8FEESANDEXPENSES. Except as expressly set forth in the Transaction Documents or anyotherwriting to the contrary, each party shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performanceofthis Agreement. The Company shall pay all Transfer Agent fees,stamptaxes and other taxes and duties levied in connection with the delivery of any Securities to the Investor. The Investor shall withhold $15,000.00 from the Investment Amount with respect to the first Putunderthis Agreement for reimbursement of the Investor’s expenses relating to the preparation of the Transaction Documents.

Section 10.9COUNTERPARTS. This Agreementmaybe executed in multiple counterparts, each of which may be executed by less than all of the parties and shall be deemed to be an original instrument which shall be enforceable against the parties actually executing such counterparts and allofwhich together shall constitute one and the same instrument. This Agreement may be delivered to the other parties hereto by e-mail of a copy of this Agreement bearing the signature of the parties so delivering this Agreement.

Section 10.10SEVERABILITY. In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision; provided that such severability shall be ineffective if it materially changes the economic benefit of this Agreement to any party.

Section 10.11FURTHER ASSURANCES. Each party shall do and perform, or causeto bedone and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other partymayreasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

Section 10.12NO STRICT CONSTRUCTION. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party.

Section 10.13EQUITABLE RELIEF. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Investor by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Agreement will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Agreement, that the Investor shall be entitled, in addition to all other available remedies at law or in equity, and in addition to the penalties assessable

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herein, to an injunctionorinjunctions restraining, preventing or curing any breach of this Agreement and to enforce specifically the terms and provisions hereof, without the necessityofshowing economic loss and without any bondorothersecurity being required.

Section 10.14TITLE AND SUBTITLES. The titles and subtitles used in this Agreement are used for the convenience of reference and are not to be considered in construing or interpreting this Agreement.

Section 10.15AMENDMENTS; WAIVERS. No provisionofthis Agreement may be amended or waived by the parties from and after the date that is one (1) Trading Day immediately preceding the initial filing of the Registration Statement with the SEC. Subject to the immediately preceding sentence, (i) no provisionofthis Agreement may be amended other than by a written instrument signed by both parties hereto and (ii) no provision of this Agreementmaybe waived other than in a written instrument signed by the party against whom enforcementofsuch waiver is sought. No failureordelay in the exercise of any power,rightor privilege hereunder shall operate as awaiver thereof, nor shall any singleor partial exercise of any such power,rightor privilege preclude other or further exercise thereoforof anyotherright, power or privilege.

Section 10.16PUBLICITY. The Company and the Investor shall consult with each other in issuing any press releasesorotherwise making public statements with respect to the transactions contemplated hereby and no party shall issue any such press releaseorotherwise make any such public statement,otherthan as required by law, without the prior written consentofthe other parties, which consent shall not be unreasonably withheldordelayed, except that no prior consent shall be required if such disclosure is required by law, in which such case the disclosing party shall provide the other party with prior noticeofsuch public statement. Notwithstanding the foregoing, the Company shall not publicly disclose the name of the Investor without the prior written consentofthe Investor, except to the extent required by law. The Investor acknowledges that this Agreement and allorpartofthe Transaction Documents may be deemed to be “material contracts,” as that term is defined by Item 601(b)(10) of Regulation S-K, and that the Companymaytherefore be required to file such documents as exhibits to reportsorregistration statements filed under the SecuritiesActorthe Exchange Act. The Investor further agrees that the statusofsuch documents and materials as material contracts shall be determined solely by the Company, in consultation with its counsel.

** Signature Page Follows **

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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed by their respective officers thereunto duly authorized as of the Execution Date.

	GENEREX BIOTECHNOLOGY CORPORATION
By:	/s/ Joseph Moscato
Name:	Joseph Moscato
Title:	Chief Executive Officer

	OASIS CAPITAL, LLC
By:	/s/ Adam Long
Name:	Adam Long
Title:	Managing Member

** Signature Page to Equity Purchase Agreement **

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EXHIBIT A FORM OF PUT NOTICE

TO: OASIS CAPITAL, LLC

DATE:

We refer to the Equity Purchase Agreement, dated December 6, 2019 (the“Agreement”),enteredintoby and between Generex Biotechnology Corporation and you. Capitalized terms defined in the Agreement shall, unless otherwise defined herein, have the same meaning when used herein.

We hereby:

1) Give you notice that we require you to purchasePut Shares;and

2) The purchase pricepershare, pursuant to the terms of the Agreement, is; and

3) Certify that, asofthe date hereof, the conditionssetforth inSection 7.2of the Agreement are satisfied.

	GENEREX BIOTECHNOLOGY CORPORATION
By:
Name:	Joseph Moscato
Title:	Chief Executive Officer

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EXHIBIT B

FORM OF OFFICER’S CERTIFICATE OF GENEREX BIOTECHNOLOGY CORPORATION

Pursuant toSection 7.2(k) of that certain equity purchase agreement, dated December 6, 2019 (the “Agreement”), by and between Generex Biotechnology Corporation (the “Company”) and Oasis Capital, LLC (the “Investor”), the undersigned, in his capacity as Chief Executive Officer of the Company, and not in his individual capacity, hereby certifies, as of the date hereof (such date, the “Condition Satisfaction Date”), the following:

1.                   The representations and warrantiesofthe Company are true and correct in all material respects asofthe Condition Satisfaction Date as though made on the Condition Satisfaction Date (exceptforrepresentations and warranties specifically made asofa particular date) with respect to all periods, and as to all events and circumstances occurring or existing to and including the Condition Satisfaction Date,exceptfor any conditions which have temporarily caused any representations or warrantiesofthe Companysetforth in the Agreement to be incorrect and which have been corrected with no continuing impairment to the Company or the Investor; and

2.                   All of the conditions precedent to the obligationofthe Investor to purchase Put Sharessetforth in the Agreement, includingbut not limited toSection 7.2of the Agreement, have been satisfied asofthe Condition Satisfaction Date.

Capitalized terms used herein shall have the meaningssetforth in the Agreement unless otherwise defined herein.

IN WITNESS WHEREOF, the undersigned has hereunto affixed his hand as of December 6, 2019.

	GENEREX BIOTECHNOLOGY CORPORATION
By:
Name:	Joseph Moscato
Title:	Chief Executive Officer

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EXHIBIT C

FORM OF TRANSFER AGENT INSTRUCTION LETTER

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EXHIBIT D

FORM OF REGISTRATION RIGHTS AGREEMENT

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DISCLOSURE SCHEDULES

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