Original
Issue Date: November 26, 2018


Principal
Amount: $1,060,000.00


Purchase
Price: $1,000,000.00


 


NOTE


DUE
November 26, 2019


 


THIS
NOTE is one of a series of duly authorized and validly issued Notes of Generex Biotechnology Corporation, a Delaware corporation,
(the “Borrower”), having a place of business at 10102 USA Today Way, Miramar, Florida 33025, email: josephmoscatojr@gmail.com,
due November 26, 2019 (this note, the “Note” and, collectively with the other notes of such series,
the “Notes”).


 


FOR
VALUE RECEIVED, Borrower promises to pay to Istvan Elek or his registered assigns (the “Holder”), with
an address at: ________________________, or shall have paid pursuant to the terms hereunder, the principal sum of One Million
Sixty Thousand Dollars ($1,060,000.00) on November 26, 2019 (the “Maturity Date”) or such
earlier date as this Note is required or permitted to be repaid as provided hereunder, and to pay interest, if any, to the Holder
on the then outstanding principal amount of this Note in accordance with the provisions hereof.


 


This
Note is subject to the following additional provisions:


 


Section
1.Definitions. For the purposes hereof, in addition to the terms defined elsewhere in this Note the following terms
shall have the following meanings:


 


“Bankruptcy
Event” means any of the following events: (a) Borrower thereof commences a case or other proceeding under any bankruptcy,
reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any
jurisdiction relating to Borrower thereof, (b) there is commenced against Borrower any such case or proceeding that is not dismissed
within 60 days after commencement, (c) Borrower is adjudicated insolvent or bankrupt or any order of relief or other order approving
any such case or proceeding is entered, (d) Borrower suffers any appointment of any custodian or the like for it or any substantial
part of its property that is not discharged or stayed within 60 calendar days after such appointment, (e) Borrower makes a general
assignment for the benefit of creditors, (f) Borrower calls a meeting of its creditors with a view to arranging a composition,
adjustment or restructuring of its debts or (g) Borrower by any act or failure to act, expressly indicates its consent to, approval
of or acquiescence in any of the foregoing or takes any corporate or other action for the purpose of effecting any of the foregoing.


 


“Business
Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or
any day on which banking institutions in the State of New York are required by law or other governmental action to close.


 


“Change
of Control Transaction” means, the occurrence after the date hereof of any of (a) an acquisition after the date hereof
by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act)
of effective control (whether through legal or beneficial ownership of capital stock of Borrower, by contract or otherwise) of
in excess of 50% of the voting securities of Borrower, (b) Borrower merges into or consolidates with any other Person, or any
Person merges into or consolidates with Borrower and, after giving effect to such transaction, the stockholders of Borrower immediately
prior to such transaction own less than 50% of the aggregate voting power of Borrower or the successor entity of such transaction,
(c) Borrower sells or transfers all or substantially all of its assets to another Person and the stockholders of Borrower immediately
prior to such transaction own less than 50% of the aggregate voting power of the acquiring entity immediately after the transaction,
(d) a replacement at one time or within a one year period of more than one-half of the members of the Board of Directors which
is not approved by a majority of those individuals who are members of the Board of Directors on the Original Issue Date (or by
those individuals who are serving as members of the Board of Directors on any date whose nomination to the Board of Directors
was approved by a majority of the members of the Board of Directors who are members on the date hereof), or (e) the execution
by Borrower of an agreement to which Borrower is a party or by which it is bound, providing for any of the events set forth in
clauses (a) through (d) above.


 



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“Original
Issue Date” means the date of the first issuance of the Note, regardless of any transfers of any Note and regardless
of the number of instruments which may be issued to evidence such Note.


 


“Pledge
Agreement” means the Stock Pledge Agreement as defined in the Purchase Agreement.


 


“Purchase
Agreement” means that certain Securities Purchase Agreement pursuant to which this Note was issued.


 


“Transaction
Documents” shall have the meaning set forth on the Purchase Agreement.


 


Section
2.Interest and Funding.


 


a)       No
Interest in Cash. Prior to an event of default, this note shall not accrue interest.


 


b)       Payment
Grace Period. Except as set forth herein, the Borrower shall not have any grace period to pay any monetary amounts due under
this Note.


 


c)       Application
of Payments. Interest on this Note shall be calculated on the basis of a 360-day year and the actual number of days elapsed.
Payments made in connection with this Note shall be applied first to amounts due hereunder other than principal and interest,
thereafter to interest and finally to principal.


 


d)       Manner
and Place of Payment. Principal and interest on this Note and other payments in connection with this Note shall be payable
at the Holder’s offices as designated above in lawful money of the United States of America in immediately available funds
without set-off, deduction or counterclaim. Upon assignment of the interest of Holder in this Note, Borrower shall instead make
its payment pursuant to the assignee’s instructions upon receipt of written notice thereof. Except as set forth herein,
this Note may not be prepaid or mandatorily converted without the consent of the Holder.


 


Section
3.Events of Default.


 


a)      
“Event of Default” means, wherever used herein, any of the following events (whatever the reason for such event
and whether such event shall be voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or
order of any court, or any order, rule or regulation of any administrative or governmental body):


 


i.                   
any default in the payment of (A) the principal or interest amount of this Note or (B) liquidated damages and other amounts owing
to Holder, within five (5) calendar days after the same shall become due and payable;



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ii.       Borrower
shall materially fail to observe or perform any other covenant or agreement contained in the Note or other Transaction Document;


 


ii.                 
a default or event of default (subject to any grace or cure period provided in the applicable agreement, document or instrument)
shall occur under (A) any of the Transaction Documents, including but not limited to failure to strictly comply with the provisions
of the Transaction Documents, or (B) any other material agreement, lease, document or instrument to which Borrower, which, in
the case of subsection (B), would reasonably be expected to have a material adverse effect;


 


iii.               
any representation or warranty made in this Note, any other Transaction Documents, any written statement pursuant hereto or thereto
or any other report, financial statement or certificate made or delivered to the Holder in connection therewith shall be untrue
or incorrect in any material respect as of the date when made or deemed made;


 


iv.                
Borrower shall be subject to a Bankruptcy Event;


 


v.                  
Borrower shall default on any of its obligations under any mortgage, credit agreement or other facility, indenture agreement,
factoring agreement or other instrument under which there may be issued, or by which there may be secured or evidenced, any indebtedness
for borrowed money or money due under any long term leasing or factoring arrangement that (a) involves an obligation greater than
$100,000, whether such indebtedness now exists or shall hereafter be created, and (b) results in such indebtedness becoming or
being declared due and payable prior to the date on which it would otherwise become due and payable;


 


vi.                
Borrower shall be a party to any change of control transaction;


 


viii.       
any monetary judgment, writ or similar final process shall be entered or filed against Borrower, or any of its respective property
or other assets for more than $50,000, and such judgment, writ or similar final process shall remain unvacated, unbonded or unstayed
for a period of 90 calendar days;


 


ix.       any
dissolution, liquidation or winding up by Borrower of a substantial portion of its business;


 


x.       cessation
of operations by Borrower; and


 


xi.       a
failure by Borrower to notify Holder of any material event of which Borrower is obligated to notify Holder pursuant to the terms
of this Note or any other Transaction Document;


 


In
the event more than one grace, cure or notice period is applicable to an Event of Default, then the shortest grace, cure or notice
period shall be applicable thereto.


 



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b)       Remedies
Upon Event of Default. If any Event of Default occurs, the outstanding principal amount of this Note, liquidated damages and
other amounts owing in respect thereof through the date of acceleration, shall become, at the Holder’s election, immediately
due and payable in cash. Commencing on the Maturity Date, accelerated or otherwise, interest on this Note shall accrue at an interest
rate equal to the lesser of 24% per annum or the maximum rate permitted under applicable law. In connection with such acceleration
described herein, the Holder need not provide, and Borrower hereby waives, any presentment, demand, protest or other notice of
any kind, and the Holder may immediately and without expiration of any grace period enforce any and all of its rights and remedies
hereunder and all other remedies available to it under applicable law. Such acceleration may be rescinded and annulled by Holder
at any time prior to payment hereunder and the Holder shall have all rights as a holder of the Note until such time, if any, as
the Holder receives full payment. No such rescission or annulment shall affect any subsequent Event of Default or impair any right
consequent thereon.


 


Section
4.Miscellaneous.


 


a)      
Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder
shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered
or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid,
or (iv) transmitted by hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as such party
shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder
shall be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting
facsimile machine, at the address or number 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 delivered other than on a business day during
normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by
express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first
occur. The addresses for such communications shall be: (i) if to Borrower, to the address set forth above, (ii) if to the Holder,
to: the addresses and fax numbers indicated on the first page hereto, with an additional copy by fax only to (which shall not
constitute notice): Grushko & Mittman, P.C., Attn: Eliezer Drew, Esq., email: eli@grushkomittman.com.





b)     
Absolute Obligation. Except as expressly provided herein, no provision of this Note shall alter or impair the obligation
of Borrower, which is absolute and unconditional, to pay the principal of, liquidated damages and accrued interest, as applicable,
on this Note at the time, place, and rate, and in the coin or currency, herein prescribed. This Note is a direct debt obligation
of Borrower 


c)      
Lost or Mutilated Note. If this Note shall be mutilated, lost, stolen or destroyed, Borrower shall execute and deliver,
in exchange and substitution for and upon cancellation of a mutilated Note, or in lieu of or in substitution for a lost, stolen
or destroyed Note, a new Note for the principal amount of this Note so mutilated, lost, stolen or destroyed, but only upon receipt
of evidence of such loss, theft or destruction of such Note, and of the ownership hereof, reasonably satisfactory to Borrower.



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d)     
Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Note shall be
governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles
of conflict of laws thereof. Each party agrees that all legal proceedings concerning the interpretation, enforcement and defense
of the transactions contemplated by any of the Transaction Documents (whether brought against a party hereto or its respective
Affiliates, directors, officers, shareholders, employees or agents) shall be commenced in the state and federal courts sitting
in the City of New York, Borough of Manhattan (the “New York Courts”). Each party hereto hereby irrevocably
submits to the exclusive jurisdiction of the New York Courts for the adjudication of any dispute hereunder or in connection herewith
or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction
Documents), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not
personally subject to the jurisdiction of such New York Courts, or such New York Courts are improper or inconvenient venue for
such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any
such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence
of delivery) to such party at the address in effect for notices to it under this Note and agrees that such service shall constitute
good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right
to serve process in any other manner permitted by applicable law. Each party hereto hereby irrevocably waives, to the fullest
extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this
Note or the transactions contemplated hereby. If any party shall commence an action or proceeding to enforce any provisions of
this Note, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its attorneys’
fees and other costs and expenses incurred in the investigation, preparation and prosecution of such action or proceeding. This
Note shall be deemed an unconditional obligation of Borrower for the payment of money and, without limitation to any other remedies
of Holder, may be enforced against Borrower by summary proceeding pursuant to New York Civil Procedure Law and Rules Section 3213
or any similar rule or statute in the jurisdiction where enforcement is sought. For purposes of such rule or statute, any other
document or agreement to which Holder and Borrower are parties or which Borrower delivered to Holder, which may be convenient
or necessary to determine Holder’s rights hereunder or Borrower’s obligations to Holder are deemed a part of this
Note, whether or not such other document or agreement was delivered together herewith or was executed apart from this Note.


 


e)      
Waiver. Any waiver by Borrower or the Holder of a breach of any provision of this Note shall not operate as or be construed
to be a waiver of any other breach of such provision or of any breach of any other provision of this Note. The failure of Borrower
or the Holder to insist upon strict adherence to any term of this Note on one or more occasions shall not be considered a waiver
or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Note on any
other occasion. Any waiver by Borrower or the Holder must be in writing.



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f)      
Severability. If any provision of this Note is invalid, illegal or unenforceable, the balance of this Note shall remain
in effect, and if any provision is inapplicable to any Person or circumstance, it shall nevertheless remain applicable to all
other Persons and circumstances.


g)     
Usury. If it shall be found that any interest or other amount deemed interest due hereunder violates the applicable law
governing usury, the applicable rate of interest due hereunder shall automatically be lowered to equal the maximum rate of interest
permitted under applicable law. Borrower covenants (to the extent that it may lawfully do so) that it shall not at any time insist
upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law or other
law which would prohibit or forgive Borrower from paying all or any portion of the principal of or interest on this Note as contemplated
herein, wherever enacted, now or at any time hereafter in force, or which may affect the covenants or the performance of this
Note, and Borrower (to the extent it may lawfully do so) hereby expressly waives all benefits or advantage of any such law, and
covenants that it will not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the
Holder, but will suffer and permit the execution of every such as though no such law has been enacted.





h)     
Next Business Day. Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day,
such payment shall be made on the next succeeding Business Day.


i)       
Headings. The headings contained herein are for convenience only, do not constitute a part of this Note and shall not be
deemed to limit or affect any of the provisions hereof.





j)       
Amendment. Unless otherwise provided for in the Purchase Agreement or hereunder, this Note may not be modified or amended
or the provisions hereof waived without the written consent of Borrower and the Holder. 


k)     
Facsimile Signature. In the event that the Borrower’s signature is delivered by facsimile transmission, PDF, electronic
signature or other similar electronic means, such signature shall create a valid and binding obligation of the Borrower with the
same force and effect as if such signature page were an original thereof.


 


*********************


 


(Signature
Pages Follow)





 



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IN
WITNESS WHEREOF, Borrower has caused this Note to be signed in its name by an authorized officer as of date written above.


 


Generex
Biotechnology Corporation


 


 


By:
___________________________________


Name:
Joseph Moscato


Title:
CEO


 


WITNESS:


 


 


 


______________________________________


 






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