FORM
OF SERIES D WARRANT


NEITHER
THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT
BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL SELECTED BY THE HOLDER, IN A FORM REASONABLY ACCEPTABLE
TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD (X) PURSUANT TO RULE
144 OR RULE 144A UNDER SAID ACT OR (Y) TO AN ACCREDITED INVESTOR IN A PRIVATE TRANSACTION. NOTWITHSTANDING THE FOREGOING, THE
SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE
SECURITIES.


GENEREX
BIOTECHNOLOGY CORPORATION


Series
D Warrant To Purchase Common Stock


Warrant
No.:


Date
of Issuance: August 4, 2020 ("Issuance Date")


Generex
Biotechnology Corporation, a Delaware corporation (the "Company"), hereby certifies that, for good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, [holder],
the registered holder hereof or its permitted assigns (the "Holder"), is entitled, subject to the terms set forth
below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, at any time or times on or after
the Issuance Date, but not after 11:59 p.m., New York time, on the Expiration Date, (as defined below), fully paid nonassessable
shares of Common Stock a number of fully paid nonassessable shares of Common Stock equal to the Maximum Eligibility Number, subject
to adjustment as provided herein (the "Warrant Shares"). Except as otherwise defined herein, capitalized terms
in this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement
hereof, this "Warrant"), shall have the meanings set forth in Section 18. This Warrant is one of the Series D
Warrants to purchase Common Stock (the "SPA Warrants") issued pursuant to Section 1 of that certain Securities
Purchase Agreement, dated as of August 4, 2020 (the "Subscription Date"), by and among the Company and the investors
(the "Buyers") referred to therein (as may be amended, amended and restated, supplemented or otherwise modified
from time to time in accordance with its terms, the "Securities Purchase Agreement"). Capitalized terms used
herein and not otherwise defined shall have the definitions ascribed to such terms in the Securities Purchase Agreement.


EXERCISE
OF WARRANT.


(a) 
Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth
in Section 1(f)), this Warrant may be exercised by the Holder at any time or times: on or after the Issuance Date, in whole or
in part, by (i) delivery of a written notice, in the form attached hereto as Exhibit A (the "Exercise Notice"),
of the Holder's election to exercise this Warrant and (ii)(A) payment to the Company of an amount equal to the applicable Exercise
Price multiplied by the number of Warrant Shares as to which this Warrant is being exercised (the "Aggregate Exercise
Price") in cash by wire transfer of immediately available funds or (B) by notifying the Company that this Warrant is
being exercised pursuant to a Cashless Exercise (as defined in Section 1(d)). The Holder shall not be required to deliver the
original Warrant in order to effect an exercise hereunder, nor shall any ink-original signature or medallion guarantee (or other
type of guarantee or notarization) with respect to any Exercise Notice be required. Execution and delivery of the Exercise Notice
with respect to less than all of the Warrant Shares shall have the same effect as cancellation of the original Warrant and issuance
of a new Warrant evidencing the right to purchase the remaining number of Warrant Shares. On or before the first (1st)
Trading Day following the date on which the Holder has delivered the applicable Exercise Notice to the Company, the Company shall
transmit by electronic mail an acknowledgment of confirmation of receipt of the Exercise Notice to the Holder and the Company's
transfer agent (the "Transfer Agent"). On or before the applicable Share Delivery Date, the Company shall (X)
provided that the Transfer Agent is participating in The Depository Trust Company ("DTC") Fast Automated Securities
Transfer Program and (A) the applicable Warrant Shares are subject to an effective resale registration statement in favor of the
Holder or (B) if exercised via Cashless Exercise, at a time when Rule 144 would be available for resale of the applicable Warrant
Shares by the Holder, credit such aggregate number of Warrant Shares to which the Holder is entitled pursuant to such exercise
to the Holder's or its designee's balance account with DTC through its Direct Registration System (DRS), or (Y) if the Transfer
Agent is not participating in the DTC Fast Automated Securities Transfer Program or (A) the applicable Warrant Shares are not
subject to an effective resale registration statement in favor of the Holder and (B) if exercised via Cashless Exercise, at a
time when Rule 144 would not be available for resale of the applicable Warrant Shares by the Holder, issue and dispatch by overnight
courier to the address as specified in the Exercise Notice, a certificate, registered in the Company's share register in the name
of the Holder or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise. The
Company shall be responsible for all fees and expenses of the Transfer Agent and all fees and expenses with respect to the issuance
of Warrant Shares via DTC, if any, including, without limitation, for same day processing. Upon delivery of the Exercise Notice,
the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to
which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Holder's DTC account or
the date of delivery of the certificates evidencing such Warrant Shares, as the case may be. If this Warrant is submitted in connection
with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by this Warrant submitted for exercise
is greater than the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable and
in no event later than two (2) Trading Days after any exercise and at its own expense, issue a new Warrant (in accordance with
Section 7(d)) representing the right to purchase the number of Warrant Shares issuable immediately prior to such exercise under
this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised. No fractional Warrant Shares
are to be issued upon the exercise of this Warrant, but rather the number of Warrant Shares to be issued shall be rounded up to
the nearest whole number. The Company shall pay any and all taxes which may be payable with respect to the issuance and delivery
of Warrant Shares upon exercise of this Warrant. The Company's obligations to issue and deliver Warrant Shares in accordance with
the terms and subject to the conditions hereof are absolute and unconditional, irrespective of any action or inaction by the Holder
to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person
or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination. While
any SPA Warrants remain outstanding, the Company shall use a transfer agent that participates in the DTC Fast Automated Securities
Transfer Program. Notwithstanding any provision of this Warrant to the contrary,
no more than the Maximum Eligibility Number of Warrant Shares shall be exercisable IN the AGGREGATE hereunder.


(b) 
Exercise Price. For purposes of this Warrant, "Exercise Price" means $0.001, subject to adjustment as
provided herein.


(c) 
Company's Failure to Timely Deliver Securities. If the Company shall fail for any reason or for no reason to issue to the
Holder on or prior to the applicable Share Delivery Date either (I) if the Transfer Agent is not participating in the DTC Fast
Automated Securities Transfer Program, a certificate for the number of shares of Common Stock to which the Holder is entitled
and register such shares of Common Stock on the Company's share register or if the Transfer Agent is participating in the DTC
Fast Automated Securities Transfer Program, to credit the Holder's balance account with DTC, for such number of shares of Common
Stock to which the Holder is entitled upon the Holder's exercise of this Warrant or (II) if the Registration Statement covering
the resale of the Warrant Shares that are the subject of the Exercise Notice (the "Unavailable Warrant Shares")
is not available for the resale of such Unavailable Warrant Shares and the Company fails to promptly, but in no event later than
as is required pursuant to the Registration Rights Agreement (x) so notify the Holder in writing and (y) deliver the Warrant Shares
electronically without any restrictive legend by crediting such aggregate number of Warrant Shares to which the Holder is entitled
pursuant to such exercise to the Holder's or its designee's balance account with DTC through its Direct Registration System (DRS)
(the event described in the immediately foregoing clause (II) is hereinafter referred as a "Notice Failure" and
together with the event described in clause (I) above, an "Exercise Failure"), then, in addition to all other
remedies available to the Holder, (X) the Company shall pay in cash to the Holder on each day after the applicable Share Delivery
Date and during such Exercise Failure an amount equal to 2.0% of the product of (A) the number of shares of Common Stock not issued
to the Holder on or prior to the applicable Share Delivery Date and to which the Holder is entitled, and (B) any trading price
of the Common Stock selected by the Holder in writing as in effect at any time during the period beginning on the applicable date
of delivery of the applicable Exercise Notice and ending on the applicable Share Delivery Date, and (Y) the Holder, upon written
notice to the Company, may void its Exercise Notice with respect to, and retain or have returned, as the case may be, any portion
of this Warrant that has not been exercised pursuant to such Exercise Notice; provided that the voiding of an Exercise Notice
shall not affect the Company's obligations to make any payments which have accrued prior to the date of such notice pursuant to
this Section 1(c) or otherwise. In addition to the foregoing, if on or prior to the applicable Share Delivery Date either (I)
if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, the Company shall fail to issue
and deliver a certificate to the Holder and register such shares of Common Stock on the Company's share register or, if the Transfer
Agent is participating in the DTC Fast Automated Securities Transfer Program, credit the Holder's balance account with DTC for
the number of shares of Common Stock to which the Holder is entitled upon the Holder's exercise hereunder or pursuant to the Company's
obligation pursuant to clause (ii) below or (II) a Notice Failure occurs, and if on or after such Trading Day the Holder purchases
(in an open market transaction or otherwise) shares of Common Stock relating to the applicable Exercise Failure (a "Buy-In"),
then the Company shall, within two (2) Trading Days after the Holder's request and in the Holder's discretion, either (i) pay
cash to the Holder in an amount equal to the Holder's total purchase price (including brokerage commissions and other out-of-pocket
expenses, if any) for the shares of Common Stock so purchased (the "Buy-In Price"), at which point the Company's
obligation to deliver such certificate (and to issue such shares of Common Stock) or credit the Holder's balance account with
DTC for such shares of Common Stock shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate
or certificates representing such shares of Common Stock or credit the Holder's balance account with DTC, as applicable, and pay
cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares
of Common Stock, times (B) any trading price of the Common Stock selected by the Holder in writing as in effect at any time during
the period beginning on the date of delivery of the applicable Exercise Notice and ending on the applicable Share Delivery Date.
Nothing herein shall limit the Holder's right to pursue any other remedies available to it hereunder, at law or in equity, including,
without limitation, a decree of specific performance and/or injunctive relief with respect to the Company's failure to timely
deliver certificates representing shares of Common Stock (or to electronically deliver such shares of Common Stock) upon the exercise
of this Warrant as required pursuant to the terms hereof.


(d) 
Cashless Exercise. Notwithstanding anything contained herein to the contrary, from and after the date that is one hundred
eighty (180) days following the Issuance Date, the Holder may, in its sole discretion, exercise this Warrant in whole or in part
and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the
Aggregate Exercise Price, elect instead to receive upon such exercise the "Net Number" of shares of Common Stock determined
according to the following formula (a "Cashless Exercise"):


Net
Number = (A x B) - (A x C)


B


For
purposes of the foregoing formula:


A=
the total number of shares with respect to which this Warrant is then being exercised.


B=
as applicable: (i) the Weighted Average Price of the Common Stock on the Trading Day immediately preceding the date of the applicable
Exercise Notice if such Exercise Notice is (1) both executed and delivered pursuant to Section 1(a) hereof on a day that is not
a Trading Day or (2) both executed and delivered pursuant to Section 1(a) hereof on a Trading Day prior to the opening of "regular
trading hours" (as defined in Rule 600(b)(68) of Regulation NMS promulgated under the federal securities laws) on such Trading
Day, (ii) at the option of the Holder, either (x) the Weighted Average Price of the Common Stock on the Trading Day immediately
preceding the date of the applicable Exercise Notice or (y) the Bid Price of the Common Stock on the principal trading market
for the Common Stock as reported by Bloomberg as of the time of the Holder's execution of the applicable Exercise Notice if such
Exercise Notice is executed during "regular trading hours" on a Trading Day and is delivered within two (2) hours thereafter
(including until two (2) hours after the close of "regular trading hours" on a Trading Day) pursuant to Section 1(a)
hereof or (iii) the Weighted Average Price of the Common Stock on the date of the applicable Exercise Notice if the date of such
Exercise Notice is a Trading Day and such Exercise Notice is both executed and delivered pursuant to Section 1(a) hereof after
the close of "regular trading hours" on such Trading Day.


C=
the Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise.


For
purposes of Rule 144(d) promulgated under the 1933 Act, the Company hereby acknowledges and agrees that the Warrant Shares issued
in a Cashless Exercise shall be deemed to have been acquired by the Holder, and the holding period for the Warrant Shares for
purposes of Rule 144(d), shall be deemed to have commenced, on the date this Warrant was originally issued pursuant to the Securities
Purchase Agreement. The Company agrees not to take any position contrary to this Section 1(d).


(e) 
Disputes. In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the Warrant
Shares, the Company shall promptly issue to the Holder the number of Warrant Shares that are not disputed and resolve such dispute
in accordance with Section 12.


(f) 
Beneficial Ownership Limitation on Exercises. Notwithstanding anything to the contrary contained herein, the Company shall
not effect the exercise of any portion of this Warrant, and the Holder shall not have the right to exercise any portion of this
Warrant, pursuant to the terms and conditions of this Warrant and any such exercise shall be null and void and treated as if never
made, to the extent that after giving effect to such exercise, the Holder together with the other Attribution Parties collectively
would beneficially own in excess of 9.99% (the "Maximum Percentage") of the number of shares of Common Stock
outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of
shares of Common Stock beneficially owned by the Holder and the other Attribution Parties shall include the number of shares of
Common Stock held by the Holder and all other Attribution Parties plus the number of shares of Common Stock issuable upon exercise
of this Warrant with respect to which the determination of such sentence is being made, but shall exclude the number of shares
of Common Stock which would be issuable upon (A) exercise of the remaining, unexercised portion of this Warrant beneficially owned
by the Holder or any of the other Attribution Parties and (B) exercise or conversion of the unexercised or unconverted portion
of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or
warrants, including the Additional Warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation
on conversion or exercise analogous to the limitation contained in this Section 1(f). For purposes of this Section 1(f), beneficial
ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the "1934
Act"). For purposes of this Warrant, in determining the number of outstanding shares of Common Stock the Holder may acquire
upon the exercise of this Warrant without exceeding the Maximum Percentage, the Holder may rely on the number of outstanding shares
of Common Stock as reflected in (x) the Company's most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current
Report on Form 8-K or other public filing with the Securities and Exchange Commission (the "SEC"), as the case
may be, (y) a more recent public announcement by the Company or (z) any other written notice by the Company or the Transfer Agent
setting forth the number of shares of Common Stock outstanding (the "Reported Outstanding Share Number"). If
the Company receives an Exercise Notice from the Holder at a time when the actual number of outstanding shares of Common Stock
is less than the Reported Outstanding Share Number, the Company shall (i) promptly notify the Holder in writing of the number
of shares of Common Stock then outstanding and, to the extent that such Exercise Notice would otherwise cause the Holder's beneficial
ownership, as determined pursuant to this Section 1(f), to exceed the Maximum Percentage, the Holder must notify the Company of
a reduced number of Warrant Shares to be purchased pursuant to such Exercise Notice (the number of shares by which such purchase
is reduced, the "Reduction Shares") and (ii) as soon as reasonably practicable, the Company shall return to the
Holder any exercise price paid by the Holder for the Reduction Shares. For any reason at any time, upon the written or oral request
of the Holder, the Company shall within one (1) Trading Day confirm in writing by electronic mail to the Holder the number of
shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after
giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder and any other
Attribution Party since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance
of shares of Common Stock to the Holder upon exercise of this Warrant results in the Holder and the other Attribution Parties
being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding shares of Common
Stock (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which the Holder's and the other
Attribution Parties' aggregate beneficial ownership exceeds the Maximum Percentage (the "Excess Shares") shall
be deemed null and void and shall be cancelled ab initio and any portion of this Warrant so exercised shall be reinstated, and
the Holder shall not have the power to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance
of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder
for the Excess Shares. Upon delivery of a written notice to the Company, the Holder may from time to time increase or decrease
the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such
increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered
to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not
to any other holder of SPA Warrants that is not an Attribution Party of the Holder. For purposes of clarity, the shares of Common
Stock issuable pursuant to the terms of this Warrant in excess of the Maximum Percentage shall not be deemed to be beneficially
owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No
prior inability to exercise this Warrant pursuant to this paragraph shall have any effect on the applicability of the provisions
of this paragraph with respect to any subsequent determination of exercisability. The provisions of this paragraph shall be construed
and implemented in a manner otherwise than in strict conformity with the terms of this Section 1(f) to the extent necessary to
correct this paragraph or any portion of this paragraph which may be defective or inconsistent with the intended beneficial ownership
limitation contained in this Section 1(f) or to make changes or supplements necessary or desirable to properly give effect to
such limitation. The limitation contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant.


(g) 
Insufficient Authorized Shares. If at any time while this Warrant remains outstanding the Company does not have a sufficient
number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon exercise of
this Warrant a number of shares of Common Stock not less than the number of shares of Common Stock issued and issuable pursuant
to (i) the greater of (i) the number of Warrant Shares issued and issuable pursuant to the
SPA Warrants assuming that the Maximum Eligibility Number is determined based on a Reset Price equal to the Reset Floor Price
without giving effect to any limitation on exercise set forth therein and (ii) the sum of 100% of the number of shares
of Common Stock issuable upon exercise of the SPA Warrants, without giving effect to any limitation on exercise set forth herein,
as adjusted for stock splits, stock dividends, recapitalizations, reorganizations, reclassification, combinations, reverse stock
splits or other similar events occurring after the date hereof (the foregoing clauses (i) and (ii), as applicable, the "Required
Reserve Amount") and the failure to have such sufficient number of authorized and unreserved shares of Common Stock,
an "Authorized Share Failure"), then the Company shall immediately take all action necessary to increase the
Company's authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount
for this Warrant then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the
date of the occurrence of an Authorized Share Failure, but in no event later than sixty (60) days after the occurrence of such
Authorized Share Failure, the Company shall hold a meeting of its stockholders for the approval of an increase in the number of
authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement
and shall use its best efforts to solicit its stockholders' approval of such increase in authorized shares of Common Stock and
to cause its board of directors to recommend to the stockholders that they approve such proposal. Notwithstanding the foregoing,
if any such time of an Authorized Share Failure, the Company is able to obtain the written consent of a majority of the shares
of its issued and outstanding shares of Common Stock to approve the increase in the number of authorized shares of Common Stock,
the Company may satisfy this obligation by obtaining such consent and submitting for filing with the SEC an Information Statement
on Schedule 14C. In the event that upon any exercise of this Warrant, the Company does not have sufficient authorized shares to
deliver in satisfaction of such exercise, then unless the Holder elects to void such attempted exercise, the Holder may require
the Company to pay to the Holder within two (2) Trading Days of the applicable exercise, cash in an amount equal to the product
of (i) the number of Warrant Shares that the Company is unable to deliver pursuant to this Section 1(g) and (ii) the highest Weighted
Average Price during the period beginning on the date of such attempted exercise and the date that the Company makes the applicable
cash payment.



ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES. The Exercise Price and the number of Warrant Shares shall be
adjusted from time to time as follows:


(a) 
Voluntary Adjustment By Company. The Company may at any time during the term of this Warrant, with the prior written consent
of the Holder, (i) reduce the then current Exercise Price and/or (ii) increase the then current number of Warrant Shares, in each
case, to any amount or number and for any period of time deemed appropriate by the Board of Directors of the Company.


(b) 
Adjustment Upon Subdivision or Combination of Common Stock. If the Company at any time on or after the Subscription Date
subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or more classes of its outstanding shares of
Common Stock into a greater number of shares, the Exercise Price in effect immediately prior to such subdivision will be proportionately
reduced and the number of Warrant Shares will be proportionately increased. If the Company at any time on or after the Subscription
Date combines (by combination, reverse stock split or otherwise) one or more classes of its outstanding shares of Common Stock
into a smaller number of shares, the Exercise Price in effect immediately prior to such combination will be proportionately increased
and the number of Warrant Shares will be proportionately decreased. Any adjustment under this Section 2(c) shall become effective
at the close of business on the date the subdivision or combination becomes effective.


(c) 
Exercise Resets. The Maximum Eligibility Number shall be increased (but not decreased) on each Reset Date to equal
the applicable Reset Share Amount.


RIGHTS
UPON DISTRIBUTION OF ASSETS. If the Company shall declare or make any dividend or other distribution of its assets (or rights
to acquire its assets) to any or all holders of shares of Common Stock, by way of return of capital or otherwise (including, without
limitation, any distribution of cash, stock or other securities, property, Options, evidence of indebtedness or any other assets
by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction)
(a "Distribution"), at any time after the Subscription Date, then, in each such case, the Holder shall be entitled
to participate in such Distribution to the same extent that the Holder would have participated therein as if the Holder had held
the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations or restrictions
on exercise of this Warrant, including without limitation, the Maximum Percentage) immediately before the date of which a record
is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of shares of Common Stock
are to be determined for the participation in such Distribution (provided, however, that to the extent that the
Holder's right to participate in any such Distribution would result in the Holder and the other Attribution Parties exceeding
the Maximum Percentage, then the Holder shall not be entitled to participate in such Distribution to such extent (and shall not
be entitled to beneficial ownership of such shares of Common Stock as a result of such Distribution (and beneficial ownership)
to such extent) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such time or
times as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Maximum Percentage,
at which time or times the Holder shall be granted such Distribution (and any Distributions declared or made on such initial Distribution
or on any subsequent Distribution held similarly in abeyance) to the same extent as if there had been no such limitation).


PURCHASE
RIGHTS; FUNDAMENTAL TRANSACTIONS.


(a) 
Purchase Rights. In addition to any adjustments pursuant to Section 2 above, if at any time following the Subscription
Date the Company grants, issues or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities
or other property pro rata to the record holders of any class of Common Stock (the "Purchase Rights"), then the
Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the
Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this
Warrant (without regard to any limitations or restrictions on exercise of this Warrant, including without limitation, the Maximum
Percentage) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or,
if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant,
issue or sale of such Purchase Rights (provided, however, that to the extent that the Holder's right to participate
in any such Purchase Right would result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, then
the Holder shall not be entitled to participate in such Purchase Right to such extent (and shall not be entitled to beneficial
ownership of such shares of Common Stock as a result of such Purchase Right (and beneficial ownership) to such extent) and such
Purchase Right to such extent shall be held in abeyance for the benefit of the Holder until such time or times as its right thereto
would not result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, at which time or times the
Holder shall be granted such right (and any Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent
Purchase Right held similarly in abeyance) to the same extent as if there had been no such limitation). Notwithstanding anything
herein to the contrary, the Holder’s right to the Purchase Rights in accordance with this Section 4(a) solely with respect
to the Company’s offering of its Series A Cumulative Redeemable Perpetual Preferred Stock, par value $0.001 per share (the
"Perpetual Preferred Shares") pursuant to the Registration Statement on Form S-1 (File No. 333-239172) may be
limited to the extent necessary to allow the Company to list the Perpetual Preferred Shares on the Principal Market; provided,
however, that the Holder shall not be disproportionately adversely treated compared to any holder of other SPA Warrant
or Additional Warrant or any third party participating in the Company’s offering of the Perpetual Preferred Shares.


(b) 
Fundamental Transactions. The Company shall not enter into, allow or be a party to
a Fundamental Transaction until the Reservation Date. If, at any time after the Reservation Date until this Warrant ceases
to be outstanding, a Fundamental Transaction occurs or is consummated, then, upon any subsequent exercise of this Warrant, the
Holder shall have the right to receive, for each Warrant Share that would have been issuable upon such exercise immediately prior
to the occurrence of such Fundamental Transaction, at the option of the Holder (without regard to any limitation in Section 1(f)
on the exercise of this Warrant), the number of shares of Common Stock of the successor or acquiring corporation or of the Company,
if it is the surviving corporation, and any additional consideration (the "Alternate Consideration") receivable
as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Warrant is exercisable
immediately prior to such Fundamental Transaction (without regard to any limitation in Section 1(f) on the exercise of this Warrant).
For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate
Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental
Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting
the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice
as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice
as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. The Company
shall cause any Successor Entity to assume in writing all of the obligations of the Company under this Warrant in accordance with
the provisions of this Section 4(b) pursuant to written agreements in form and substance reasonably satisfactory to the Required
Holders and approved by the Required Holders (without unreasonable delay) prior to such Fundamental Transaction and shall, at
the option of the Holder, deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by a
written instrument substantially similar in form and substance to this Warrant which is exercisable for a corresponding number
of shares of capital stock of such Successor Entity (or its Parent Entity) equivalent to the shares of Common Stock acquirable
and receivable upon exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) prior to such
Fundamental Transaction, and with an exercise price which applies the exercise price hereunder to such shares of capital stock
(but taking into account the relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the value
of such shares of capital stock, such number of shares of capital stock and such exercise price being for the purpose of protecting
the economic value of this Warrant immediately prior to the consummation of such Fundamental Transaction), and which is reasonably
satisfactory in form and substance to the Required Holders. Upon the occurrence of any such Fundamental Transaction, the Successor
Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions
of this Warrant referring to the "Company" shall be added to the term "Company" under this Warrant (so
that from and after the occurrence or consummation of such Fundamental Transaction, each and every provision of this Warrant
referring to the "Company" shall refer instead to each of the Company and the
Successor Entity or Successor Entities, jointly and severally), and the Successor Entity or Successor Entities, jointly and severally
with the Company, may exercise every right and power of the Company prior thereto and the Successor Entity or Successor Entities
shall assume all of the obligations of the Company prior thereto under this Warrant with
the same effect as if the Company and such Successor Entity or Successor Entities, jointly and severally, had been named as the
Company in this Warrant.


NONCIRCUMVENTION.
The Company hereby covenants and agrees that the Company will not, by amendment of its Certificate of Incorporation or Bylaws,
or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of
securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant,
and will at all times in good faith carry out all of the provisions of this Warrant and take all action as may be required to
protect the rights of the Holder. Without limiting the generality of the foregoing, the Company (i) shall not increase the
par value of any shares of Common Stock receivable upon the exercise of this Warrant above the Exercise Price then in effect,
(ii) shall take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue
fully paid and nonassessable shares of Common Stock upon the exercise of this Warrant, and (iii) shall, so long as any of the
SPA Warrants are outstanding, take all action necessary to reserve and keep available out of its authorized and unissued shares
of Common Stock, solely for the purpose of effecting the exercise of the SPA Warrants, the Required Reserve Amount of shares of
Common Stock.


WARRANT
HOLDER NOT DEEMED A STOCKHOLDER. Except as otherwise specifically provided herein, the Holder, solely in such Person's capacity
as a holder of this Warrant, shall not be entitled to vote or receive dividends or be deemed the holder of capital stock of the
Company for any purpose, nor shall anything contained in this Warrant be construed to confer upon the Holder, solely in such Person's
capacity as the Holder of this Warrant, any of the rights of a stockholder of the Company or any right to vote, give or withhold
consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger,
conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance
to the Holder of the Warrant Shares which such Person is then entitled to receive upon the due exercise of this Warrant. In addition,
nothing contained in this Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (upon
exercise of this Warrant or otherwise) or as a stockholder of the Company, whether such liabilities are asserted by the Company
or by creditors of the Company. Notwithstanding this Section 6, the Company shall provide the Holder with copies of the same notices
and other information given to the stockholders of the Company generally, contemporaneously with the giving thereof to the stockholders.


REISSUANCE
OF WARRANTS.


(a) 
Transfer of Warrant. If this Warrant is to be transferred, the Holder shall surrender this Warrant to the Company, whereupon
the Company will forthwith issue and deliver upon the order of the Holder a new Warrant (in accordance with Section 7(d)), registered
as the Holder may request, representing the right to purchase the number of Warrant Shares being transferred by the Holder and,
if less than the total number of Warrant Shares then underlying this Warrant is being transferred, a new Warrant (in accordance
with Section 7(d)) to the Holder representing the right to purchase the number of Warrant Shares not being transferred.


(b) 
Lost, Stolen or Mutilated Warrant. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the
loss, theft, destruction or mutilation of this Warrant, and, in the case of loss, theft or destruction, of any indemnification
undertaking by the Holder to the Company in customary form and, in the case of mutilation, upon surrender and cancellation of
this Warrant, the Company shall execute and deliver to the Holder a new Warrant (in accordance with Section 7(d)) representing
the right to purchase the Warrant Shares then underlying this Warrant.


(c) 
Exchangeable for Multiple Warrants. This Warrant is exchangeable, upon the surrender hereof by the Holder at the principal
office of the Company, for a new Warrant or Warrants (in accordance with Section 7(d)) representing in the aggregate the right
to purchase the number of Warrant Shares then underlying this Warrant, and each such new Warrant will represent the right to purchase
such portion of such Warrant Shares as is designated by the Holder at the time of such surrender; provided, however,
that no SPA Warrants for fractional Warrant Shares shall be given.


(d) 
Issuance of New Warrants. Whenever the Company is required to issue a new Warrant pursuant to the terms of this Warrant,
such new Warrant (i) shall be of like tenor with this Warrant, (ii) shall represent, as indicated on the face of such new Warrant,
the right to purchase the Warrant Shares then underlying this Warrant (or in the case of a new Warrant being issued pursuant to
Section 7(a) or Section 7(c), the Warrant Shares designated by the Holder which, when added to the number of shares of Common
Stock underlying the other new Warrants issued in connection with such issuance, does not exceed the number of Warrant Shares
then underlying this Warrant), (iii) shall have an issuance date, as indicated on the face of such new Warrant which is the same
as the Issuance Date, and (iv) shall have the same rights and conditions as this Warrant.


NOTICES.
Whenever notice is required to be given under this Warrant, unless otherwise provided herein, such notice shall be given in accordance
with Section 10(f) of the Securities Purchase Agreement. The Company shall provide the Holder with prompt written notice of all
actions taken pursuant to this Warrant, including in reasonable detail a description of such action and the reason therefor. Without
limiting the generality of the foregoing, the Company will give written notice to the Holder (i) immediately upon any adjustment
of the Exercise Price, setting forth in reasonable detail, and certifying, the calculation of such adjustment and (ii) at least
fifteen (15) Business Days prior to the date on which the Company closes its books or takes a record (A) with respect to any dividend
or distribution upon the shares of Common Stock, (B) with respect to any grants, issuances or sales of any Options, Convertible
Securities or rights to purchase stock, warrants, securities or other property to holders of shares of Common Stock or (C) for
determining rights to vote with respect to any Fundamental Transaction, dissolution or liquidation; provided in each case
that such information shall be made known to the public prior to or in conjunction with such notice being provided to the Holder.
It is expressly understood and agreed that the time of exercise specified by the Holder in each Exercise Notice shall be definitive
and may not be disputed or challenged by the Company.


AMENDMENT
AND WAIVER. Except as otherwise provided herein, the provisions of this Warrant may be amended or waived and the Company may
take any action herein prohibited, or omit to perform any act herein required to be performed by it, only if the Company has obtained
the written consent of the Holder; provided, however, that Section 1(f) and related definitions cannot be amended,
modified or waived.


GOVERNING
LAW; JURISDICTION; JURY TRIAL. This Warrant shall be governed by and construed and enforced in accordance with, and all questions
concerning the construction, validity, interpretation and performance of this Warrant shall be governed by, the internal laws
of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State
of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State
of New York. The Company hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in The
City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction
contemplated hereby or discussed herein, 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 any such court, that such suit, action or proceeding is brought
in an inconvenient forum or that the venue of such suit, action or proceeding is improper. The Company 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
to the Company at the address set forth in Section 10(f) of the Securities Purchase Agreement 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 manner permitted by law. Nothing contained herein shall be deemed or operate to preclude
the Holder from bringing suit or taking other legal action against the Company in any other jurisdiction to collect on the Company's
obligations to the Holder, to realize on any collateral or any other security for such obligations, or to enforce a judgment or
other court ruling in favor of the Holder. THE COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO
REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY
TRANSACTION CONTEMPLATED HEREBY.


CONSTRUCTION;
HEADINGS. This Warrant shall be deemed to be jointly drafted by the Company and all of the Buyers and shall not be construed
against any Person as the drafter hereof. The headings of this Warrant are for convenience of reference and shall not form part
of, or affect the interpretation of, this Warrant.


1. 
DISPUTE RESOLUTION. In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation
of the Warrant Shares, the Company shall cause the Transfer Agent to issue to the Holder the number of shares of Common Stock
that is not disputed and the Company shall submit the disputed determinations or arithmetic calculations via electronic mail within
one (1) Business Day of receipt of the Exercise Notice giving rise to such dispute, as the case may be, to the Holder. If the
Holder and the Company are unable to agree upon such determination or calculation of the Exercise Price or the Warrant Shares
within one (1) Business Day of such disputed determination or arithmetic calculation being submitted to the Holder, then the Company
shall, within one (1) Business Day submit via electronic mail (a) the disputed determination of the Exercise Price to an independent,
reputable investment bank selected by the Holder and approved by the Company, such approval not to be unreasonably withheld, conditioned
or delayed or (b) the disputed arithmetic calculation of the Warrant Shares to an independent, outside accountant, selected by
the Holder and approved by the Company, such approval not to be unreasonably withheld, conditioned or delayed. The Company shall
cause at its expense the investment bank or the accountant, as the case may be, to perform the determinations or calculations
and notify the Company and the Holder of the results no later than five (5) Business Days from the time it receives the disputed
determinations or calculations. Such investment bank's or accountant's determination or calculation, as the case may be, shall
be binding upon all parties absent demonstrable error.


REMEDIES,
OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF. The remedies provided in this Warrant shall be cumulative and in addition
to all other remedies available under this Warrant and the other Transaction Documents, at law or in equity (including a decree
of specific performance and/or other injunctive relief). No remedy contained herein shall
be deemed a waiver of compliance with the provisions giving rise to such remedy. Nothing herein shall limit the right of
the Holder to pursue actual damages for any failure by the Company to comply with the terms of this Warrant. The Company acknowledges
that a breach by it of its obligations hereunder will cause irreparable harm to the Holder and that the remedy at law for any
such breach may be inadequate. The Company therefore agrees that, in the event of any such breach or threatened breach, the holder
of this Warrant shall be entitled, in addition to all other available remedies, to an injunction restraining any breach, without
the necessity of showing economic loss and without any bond or other security being required.


TRANSFER.This
Warrant and the Warrant Shares may be offered for sale, sold, transferred, pledged or assigned without the consent of the Company,
except as may otherwise be required by Section 2(f) of the Securities Purchase Agreement.


SEVERABILITY.If
any provision of this Warrant is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent
jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the
broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect
the validity of the remaining provisions of this Warrant so long as this Warrant as so modified continues to express, without
material change, the original intentions of the Company and the Holder as to the subject matter hereof and the prohibited nature,
invalidity or unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal
obligations of the Company or the Holder or the practical realization of the benefits that would otherwise be conferred upon the
Company and the Holder. The Company and the Holder will endeavor in good faith negotiations to replace the prohibited, invalid
or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible to that of the prohibited,
invalid or unenforceable provision(s).


DISCLOSURE;
ABSENCE OF TRADING AND DISCLOSURE RESTRICTIONS.


(a)
Upon delivery by the Company to the Holder (or receipt by the Company from the Holder) of any notice in accordance with the terms
of this Warrant, unless the Company has in good faith determined that the matters relating to such notice do not constitute material,
non-public information relating to the Company or any of its Subsidiaries, the Company shall on or prior to 9:00 am, New York
city time on the Business Day immediately following such notice delivery date, publicly disclose such material, non-public information
on a Current Report on Form 8-K or otherwise. In the event that the Company believes that a notice contains material, non-public
information relating to the Company or any of its Subsidiaries, the Company so shall indicate to the Holder explicitly in writing
in such notice (or immediately upon receipt of notice from the Holder, as applicable), and in the absence of any such written
indication in such notice (or notification from the Company immediately upon receipt of notice from the Holder), the Holder shall
be entitled to presume that information contained in the notice does not constitute material, non-public information relating
to the Company or any of its Subsidiaries. Nothing contained in this Section 16(a) shall limit any obligations of the Company,
or any rights of the Holder, under Section 4(i) of the Securities Purchase Agreement.


(b)
The Company acknowledges and agrees that the Holder is not a fiduciary or agent of the Company and that the Holder shall have
no obligation to (i) maintain the confidentiality of any information provided by the Company or (ii) refrain from trading any
securities while in possession of such information in the absence of a written non-disclosure agreement signed by an officer of
the Holder that explicitly provides for such confidentiality and trading restrictions. In the absence of such an executed, written
non-disclosure agreement, the Company acknowledges that the Holder may freely trade in any securities issued by the Company, may
possess and use any information provided by the Company in connection with such trading activity, and may disclose any such information
to any third party.


PAYMENT
OF COLLECTION, ENFORCEMENT AND OTHER COSTS. If (a) this Warrant is placed in the hands of an attorney for collection or enforcement
or is collected or enforced through any legal proceeding or the Holder otherwise takes action to collect amounts due under this
Warrant or to enforce the provisions of this Warrant or (b) there occurs any bankruptcy, reorganization, receivership of the company
or other proceedings affecting company creditors’ rights and involving a claim under this Warrant, then the Company shall
pay the costs incurred by the Holder for such collection, enforcement or action or in connection with such bankruptcy, reorganization,
receivership or other proceeding, including, without limitation, attorneys’ fees and disbursements.


CERTAIN
DEFINITIONS. For purposes of this Warrant, the following terms shall have the following meanings:


(a) 
"1933 Act" means the Securities Act of 1933, as amended.


(b) 
 "Additional Warrants" means Series A Warrants, Series B Warrants and Series C Warrants.


(c) 
"Affiliate" shall have the meaning ascribed to such term in Rule 405 promulgated under the 1933 Act or any successor
rule.


(d) 
Intentionally omitted.


(e) 
"Attribution Parties" means, collectively, the following Persons: (i) any investment vehicle, including, any
funds, feeder funds or managed accounts, currently, or from time to time after the Issuance Date, directly or indirectly managed
or advised by the Holder's investment manager or any of its Affiliates or principals, (ii) any direct or indirect Affiliates of
the Holder or any of the foregoing, (iii) any Person acting or who could be deemed to be acting as a Group together with the Holder
or any of the foregoing and (iv) any other Person whose beneficial ownership of the Common Stock would or could be aggregated
with the Holder's and the other Attribution Parties for purposes of Section 13(d) of the 1934 Act. For clarity, the purpose of
the foregoing is to subject collectively the Holder and all other Attribution Parties to the Maximum Percentage.


(f) 
"Bid Price" means, for any date, the price determined by the first of the
following clauses that applies: (a) if the Common Stock is then listed or quoted on an Eligible Market, the bid price of the Common
Stock for the time in question (or the nearest preceding date) on the Eligible Market on which the Common Stock is then listed
or quoted as reported by Bloomberg (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)),
(b) if the Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then
reported in the Pink Open Market (f/k/a OTC Pink) published by OTC Markets Group, Inc. (or a similar organization or agency succeeding
to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported, or (c) in all other
cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the
Purchasers of a majority in interest of the Securities then outstanding and reasonably acceptable to the Company, the fees and
expenses of which shall be paid by the Company.


(g) 
Intentionally omitted.


(h) 
 Intentionally omitted. "Bloomberg" means Bloomberg Financial Markets.


(i) 
"Business Day" means any day other than Saturday, Sunday or other day on which commercial banks in The City of
New York, New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks
shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”,
“non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations
at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers)
of commercial banks in The City of New York, New York generally are open for use by customers on such day.


(j) 
"Closing Bid Price" and "Closing Sale Price" means, for any security as of any date, the last
closing bid price and last closing trade price, respectively, for such security on the Principal Market, as reported by Bloomberg,
or, if the Principal Market begins to operate on an extended hours basis and does not designate the closing bid price or the closing
trade price, as the case may be, then the last bid price or last trade price, respectively, of such security prior to 4:00:00
p.m., New York Time, as reported by Bloomberg, or, if the Principal Market is not the principal securities exchange or trading
market for such security, the last closing bid price or last trade price, respectively, of such security on the principal securities
exchange or trading market where such security is listed or traded as reported by Bloomberg, or if the foregoing do not apply,
the last closing bid price or last trade price, respectively, of such security in the over-the-counter market on the electronic
bulletin board for such security as reported by Bloomberg, or, if no closing bid price or last trade price, respectively, is reported
for such security by Bloomberg, the average of the bid prices, or the ask prices, respectively, of any market makers for such
security as reported in the Pink Open Market (f/k/a OTC Pink) published by OTC Markets Group, Inc. (or a similar organization
or agency succeeding to its functions of reporting prices).  If the Closing Bid Price or the Closing Sale Price cannot be
calculated for a security on a particular date on any of the foregoing bases, the Closing Bid Price or the Closing Sale Price,
as the case may be, of such security on such date shall be the fair market value as mutually determined by the Company and the
Holder.  If the Company and the Holder are unable to agree upon the fair market value of such security, then such dispute
shall be resolved pursuant to Section 26.  All such determinations to be appropriately adjusted for any stock dividend, stock
split, stock combination, reclassification or other similar transaction relating to the Common Stock during the applicable calculation
period.


(k) 
"Common Stock" means (i) the Company's shares of common stock, par value $0.001 per share, and (ii) any
capital stock into which such Common Stock shall be changed or any capital stock resulting from a reclassification, reorganization
or recapitalization of such Common Stock.


(l) 
"Common Shares" shall have the meaning ascribed to such term in the Securities Purchase Agreement.


(m)
"Convertible Securities" means any stock or securities (other than Options) directly or indirectly convertible
into or exercisable or exchangeable for shares of Common Stock.


(n) 
"Designee" means [ ].


(o) 
"Eligible Market" means the Principal Market, the NYSE American, The Nasdaq Capital Market, The Nasdaq Global
Market, The Nasdaq Global Select Market or The New York Stock Exchange.


(p) 
"End Reset Date" means (i) the fifteenth (15th) Trading Day and (ii) the eightieth (80th) Trading
Day, in each case, immediately following each End Reset Measuring Date.


(q) 
"End Reset Measuring Date" each of the following:


(1) 
each date on which a Registration Statement registering any Registrable Securities for resale by the Holder is declared effective
by the SEC and/or is available for use;


(2) 
if there is no effective Registration Statement(s) that is available for use registering all of the Underlying Securities for
resale by the Holder on the earlier to occur of (x) the Rule 144 Date and (y) February 4, 2021 (such earlier date, the "Six
Month Reset Date") then, the Six Month Reset Date; and


(3) 
if a Public Information Failure has occurred at any time following the Six Month Reset Date, the earlier to occur of (x) the date
that such Public Information Failure is cured and no longer prevents the Holder from selling all Underlying Securities pursuant
to Rule 144 without restriction or limitation and (y) the earlier to occur of (I) the date the Holder can sell all Underlying
Securities pursuant to Rule 144 without restriction or limitation and without the requirement to be in compliance with Rule 144(c)(1)
and (II) August 4, 2021.


(r) 
Intentionally omitted.


(s) 
Intentionally omitted.


(t) 
Intentionally omitted.


(u) 
Intentionally omitted.


(v) 
"Expiration Date" means the day following the later to occur of (x) the Reservation Date and (y) the date on
which this Warrant has been exercised in full and no Warrant Shares remain issuable hereunder (without giving effect any limitation
on exercise included herein).


(w)
"Fundamental Transaction" means (A) that the Company shall, directly or indirectly, including through Subsidiaries,
Affiliates or otherwise, in one or more related transactions, (i) consolidate or merge with or into (whether or not the Company
is the surviving corporation) another Subject Entity, or (ii) sell, assign, transfer, convey or otherwise dispose of all or substantially
all of the properties or assets of the Company or any of its "significant subsidiaries" (as defined in Rule 1-02 of
Regulation S-X) to one or more Subject Entities, or (iii) make, or allow one or more Subject Entities to make, or allow the Company
to be subject to or have its Common Stock be subject to or party to one or more Subject Entities making, a purchase, tender or
exchange offer that is accepted by the holders of at least either (x) 50% of the outstanding shares of Common Stock, (y) 50% of
the outstanding shares of Common Stock calculated as if any shares of Common Stock held by all Subject Entities making or party
to, or Affiliated with any Subject Entities making or party to, such purchase, tender or exchange offer were not outstanding;
or (z) such number of shares of Common Stock such that all Subject Entities making or party to, or Affiliated with any Subject
Entity making or party to, such purchase, tender or exchange offer, become collectively the beneficial owners (as defined in Rule
13d-3 under the 1934 Act) of at least 50% of the outstanding shares of Common Stock, or (iv) consummate a stock purchase agreement
or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement)
with one or more Subject Entities whereby all such Subject Entities, individually or in the aggregate, acquire, either (x) at
least 50% of the outstanding shares of Common Stock, (y) at least 50% of the outstanding shares of Common Stock calculated as
if any shares of Common Stock held by all the Subject Entities making or party to, or Affiliated with any Subject Entity making
or party to, such stock purchase agreement or other business combination were not outstanding; or (z) such number of shares of
Common Stock such that the Subject Entities become collectively the beneficial owners (as defined in Rule 13d-3 under the 1934
Act) of at least 50% of the outstanding shares of Common Stock, or (v) reorganize, recapitalize or reclassify its Common Stock,
(B) that the Company shall, directly or indirectly, including through Subsidiaries, Affiliates or otherwise, in one or more related
transactions, allow any Subject Entity individually or the Subject Entities in the aggregate to be or become the "beneficial
owner" (as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, whether through acquisition, purchase, assignment,
conveyance, tender, tender offer, exchange, reduction in outstanding shares of Common Stock, merger, consolidation, business combination,
reorganization, recapitalization, spin-off, scheme of arrangement, reorganization, recapitalization or reclassification or otherwise
in any manner whatsoever, of either (x) at least 50% of the aggregate ordinary voting power represented by issued and outstanding
shares of Common Stock, (y) at least 50% of the aggregate ordinary voting power represented by issued and outstanding shares of
Common Stock not held by all such Subject Entities as of the Subscription Date calculated as if any shares of Common Stock held
by all such Subject Entities were not outstanding, or (z) a percentage of the aggregate ordinary voting power represented by issued
and outstanding shares of Common Stock or other equity securities of the Company sufficient to allow such Subject Entities to
effect a statutory short form merger or other transaction requiring other stockholders of the Company to surrender their shares
of Common Stock without approval of the stockholders of the Company or (C) that the Company shall, directly or indirectly, including
through Subsidiaries, Affiliates or otherwise, in one or more related transactions, the issuance of or the entering into any other
instrument or transaction structured in a manner to circumvent, or that circumvents, the intent of this definition in which case
this definition shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this definition
to the extent necessary to correct this definition or any portion of this definition which may be defective or inconsistent with
the intended treatment of such instrument or transaction.


(x) 
"Group" means a "group" as that term is used in Section 13(d) of the 1934 Act and as defined in Rule
13d-5 thereunder.


(y) 
Intentionally omitted.


(z) 
"Interim Reset Date" means (i) each of the second (2nd) Trading Day, the fifth (5th) Trading
Day and the tenth(10th) Trading Day, in each case, immediately following each End Reset Measuring Date and (ii) each
of the thirtieth (30th) Trading Day, the fortieth (40th) Trading Day, the fiftieth (50th) Trading
Day, the sixtieth (60th) Trading Day and the seventieth (70th) Trading Day, in each case, immediately following
each End Reset Measuring Date.


(aa) 
"Maximum Eligibility Number" means, initially, zero (0), and such number shall be increased (but not decreased)
on each Reset Date to equal the applicable Reset Share Amount.


(bb) 
"Options" means any rights, warrants or options to subscribe for or purchase (i) shares of Common Stock or (ii)
Convertible Securities.


(cc) 
"Parent Entity" of a Person means an entity that, directly or indirectly, controls the applicable Person, including
such entity whose common capital or equivalent equity security is quoted or listed on an Eligible Market (or, if so elected by
the Holder, any other market, exchange or quotation system), or, if there is more than one such Person or such entity, the Person
or such entity designated by the Required Holders or in the absence of such designation, such Person or entity with the largest
public market capitalization as of the date of consummation of the Fundamental Transaction.


(dd) 
"Person" means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust,
an unincorporated organization, any other entity and a government or any department or agency thereof.


(ee) 
"Principal Market" means OTC QB market.


(ff) 
"Public Information Failure" shall have the meaning ascribed to such term in the Securities Purchase Agreement.


(gg) 
"Purchase Price" shall have the meaning ascribed to such term in the Securities Purchase Agreement.


(hh) 
"Registrable Securities" shall have the meaning ascribed to such term in the Registration Rights Agreement.


(ii) 
Intentionally omitted.


(jj) 
"Registration Rights Agreement" means that certain Registration Rights Agreement dated as of the Subscription
Date by and among the Company and the Buyers.


(kk) 
"Registration Statement" shall have the meaning ascribed to such term in the Registration Rights Agreement.


(ll) 
"Required Holders" means the holders of the SPA Warrants representing at least a majority of the shares of Common
Stock underlying the SPA Warrants then outstanding and shall include the Designee so long as the Designee or any of its Affiliates
holds any SPA Warrants.


(mm) 
"Reservation Date" means the sixtieth (60th) Trading Day immediately following the earlier to occur of (x) the
date the Holder can sell all Underlying Securities pursuant to Rule 144 without restriction or limitation and without the requirement
to be in compliance with Rule 144(c)(1) and (y) August 4, 2021.


(nn) 
"Reset Date" means each Interim Reset Date and each End Reset Date; provided, however, that the
Holder may by written notice to the Company elect to waive any such Reset Date; provided, further, that any Reset
Date that has been waived pursuant to the immediately preceding proviso may be advanced or delayed to any date selected by the
Holder; provided, further, that each End Reset Date may be advanced, but not delayed.


(oo) 
"Reset Floor Price" means the lesser of (i) $0.0784 (as adjusted for stock splits, stock dividends, recapitalizations,
reorganizations, reclassification, combinations, reverse stock splits or other similar events related to the Common Stock occurring
after the Subscription Date) and (ii) sixteen percent (16%) of the lowest Closing Sale Price of the Common Stock on each Second
Trigger Date.


(pp) 
"Reset Period" means the period beginning on the End Reset Measuring Date and ending on the applicable Reset
Date.


(qq) 
"Reset Price" means the lower of (i) the Exercise Price in effect immediately prior to the applicable Reset Date
and (ii) lowest Weighted Average Price of the Common Stock during the applicable Reset Period immediately preceding the applicable
Reset Date (as adjusted for stock splits, stock dividends, recapitalizations, reorganizations, reclassification, combinations,
reverse stock splits or other similar events during such period); provided, however, that the Reset Price shall
not be lower than the Reset Floor Price.


(rr) 
"Reset Share Amount" means the number of shares of Common Stock equal to the number (if positive) obtained by
subtracting (I) the sum of (i) the number of Common Shares purchased by the initial Holder of this Warrant pursuant to the Securities
Purchase Agreement (as adjusted for stock splits, stock dividends, recapitalizations, reorganizations, reclassification, combinations,
reverse stock splits or other similar events related to the Common Stock occurring after the Subscription Date) and (ii) the number
of shares of Common Stock issued to the Holder upon exercise of the Series A Warrants and the Series B Warrants (as adjusted for
stock splits, stock dividends, recapitalizations, reorganizations, reclassification, combinations, reverse stock splits or other
similar events related to the Common Stock occurring after the Subscription Date), from (II) the quotient determined by dividing
(x) the sum of (1) the aggregate Purchase Price paid by the initial Holder of this Warrant pursuant to the Securities Purchase
Agreement and (2) the Aggregate Exercise Prices (as defined in the Series A Warrants and the Series B Warrants) paid by the Holder
upon exercise of the Series A Warrants and the Series B Warrants, if any, assuming each such exercise was effected by paying the
applicable Exercise Price (as defined in the Series A Warrants and the Series B Warrants) in cash, by (y) the eighty percent (80%)
of the applicable Reset Price determined as of the related Reset Date.


(ss)
Intentionally omitted.


(tt) 
Intentionally omitted.


(uu) 
"Rule 144" means Rule 144 promulgated under the 1933 Act or any successor rule.


(vv) 
"Rule 144 Date" means the first date on which the Holder can sell all the Underlying Securities without restriction
or limitation pursuant to Rule 144.


(ww) 
"Second Trigger Date" means the 20th Trading Day after each of (i) any Registration Statement
becomes effective registering Registrable Securities for resale and (ii) if there is no effective Registration Statement(s) that
is available for use registering all or any portion of the Underlying Securities for resale by the Holder on the Six Month Reset
Date, the Six Month Reset Date.


(xx) 
"Series A Warrants" shall have the meaning ascribed to such term in the Securities Purchase Agreement. "Series
B Warrants" shall have the meaning ascribed to such term in the Securities Purchase Agreement. "Series C Warrants"
shall have the meaning ascribed to such term in the Securities Purchase Agreement.


(yy) 
"Share Delivery Date" means the earlier of (i) the second (2nd) Trading Day and (ii) the number of
Trading Days comprising the Standard Settlement Period, in each case, following the date on which the Holder delivers the applicable
Exercise Notice to the Company, so long as the Holder delivers the applicable Aggregate Exercise Price (or notice of a Cashless
Exercise) on or prior to the earlier of (i) the second (2nd) Trading Day following the date on which the Holder has
delivered the applicable Exercise Notice to the Company and (ii) the number of Trading Days comprising the Standard Settlement
Period following the date on which the Holder has delivered the applicable Exercise Notice to the Company (provided that if the
applicable Aggregate Exercise Price (or applicable notice of a Cashless Exercise) has not been delivered to the Company by such
date, the applicable Share Delivery Date shall be one (1) Trading Day after the Holder has delivered the applicable Aggregate
Exercise Price (or applicable notice of a Cashless Exercise) to the Company.


(zz) 
"Standard Settlement Period" means the standard settlement period, expressed in a number of Trading Days, on
the Company's primary Eligible Market with respect to the Common Stock as in effect on the date of delivery of the applicable
Exercise Notice.


(aaa) 
"Subject Entity" means any Person, Persons or Group or any Affiliate or associate of any such Person, Persons
or Group.


(bbb) 
"Subsidiary" means any entity in which the Company, directly or indirectly, owns any of the capital stock or
holds an equity or similar interest.


(ccc) 
"Successor Entity" means one or more Person or Persons (or, if so elected by the Holder, the Company or Parent
Entity) formed by, resulting from or surviving any Fundamental Transaction or one or more Person or Persons (or, if so elected
by the Holder, the Company or the Parent Entity) with which such Fundamental Transaction shall have been entered into.


(ddd) 
"Trading Day" means any day on which the Common Stock is traded on the Principal Market, or, if the Principal
Market is not the principal trading market for the Common Stock on such day, then on the principal securities exchange or securities
market on which the Common Stock is then traded.


(eee) 
"Underlying Securities" means (i) the Common Shares issued pursuant to the Securities Purchase Agreement, (ii)
the shares of Common Stock issued or issuable upon exercise of the Series A Warrants, (iii) the shares of Common Stock issued
or issuable upon exercise of the SPA Warrants, (iv) the shares of Common Stock issued or issuable upon exercise of the Additional
Warrants and (v) any capital stock of the Company issued or issuable with respect to the Series A Warrants, the SPA Warrants,
the Additional Warrants or the shares of Common Stock issued or issuable upon exercise of the Series A Warrants, the SPA Warrants
or the Additional Warrants, in each case as a result of any stock split, stock dividend, recapitalization, exchange or similar
event or otherwise, without regard to any limitations on the exercise of the Series A Warrants, the SPA Warrants or the Additional
Warrants.


(fff) 
"Weighted Average Price" means, for any security as of any date, the dollar volume-weighted average price for
such security on the Principal Market during the period beginning at 9:30 a.m., New York time (or such other time as the Principal
Market publicly announces is the official open of trading), and ending at 4:00 p.m., New York time (or such other time as the
Principal Market publicly announces is the official close of trading), as reported by Bloomberg through its "Volume at Price"
function or, if the foregoing does not apply, the dollar volume-weighted average price of such security in the over-the-counter
market on the electronic bulletin board for such security during the period beginning at 9:30 a.m., New York time (or such other
time as such market publicly announces is the official open of trading), and ending at 4:00 p.m., New York time (or such other
time as such market publicly announces is the official close of trading), as reported by Bloomberg, or, if no dollar volume-weighted
average price is reported for such security by Bloomberg for such hours, the average of the highest closing bid price and the
lowest closing ask price of any of the market makers for such security as reported in the
OTC Link or Pink Open Market (f/k/a OTC Pink) published by the OTC Markets Group, Inc. (or similar organization or agency succeeding
to its functions of reporting prices). If the Weighted Average Price cannot be calculated for a security on a particular
date on any of the foregoing bases, the Weighted Average Price of such security on such date shall be the fair market value as
mutually determined by the Company and the Holder. If the Company and the Holder are unable to agree upon the fair market value
of such security, then such dispute shall be resolved pursuant to Section 12 with the term "Weighted Average Price"
being substituted for the term "Exercise Price." All such determinations shall be appropriately adjusted for any stock
dividend, stock split, stock combination, reclassification or other similar transaction relating to the Common Stock during the
applicable calculation period.


[Signature
Page Follows]









    	 	1	 



     


    

IN
WITNESS WHEREOF, the Company has caused this Warrant to Purchase Common Stock to be duly executed as of the Issuance Date
set out above.


 


 


GENEREX
BIOTECHNOLOGY CORPORATION


 


 


By:
___________________________


Name: 


Title: 









    	 	2	 



     


    

EXHIBIT
A


 


EXERCISE
NOTICE


TO
BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS


WARRANT
TO PURCHASE COMMON STOCK


 


GENEREX
BIOTECHNOLOGY CORPORATION


The
undersigned holder hereby exercises the right to purchase _________________ shares of Common Stock ("Warrant Shares")
of Generex Biotechnology Corporation, a Delaware corporation (the "Company"), evidenced by the attached Warrant
to Purchase Common Stock (the "Warrant"), without any need for the Transfer Agent to obtain any further acknowledgement,
authorization or direction from the Company. In lieu of a fixed number of Warrant Shares, the undersigned holder may elect to
indicate above a percentage of the trading volume on the date of this Exercise Notice, which may be subject to a minimum and/or
a maximum number of Warrant Shares, all subject to the provisions of Section 1(f) of the Warrant. If a fixed number of Warrant
Shares is not indicated above, then the number of Warrant Shares and the Aggregate Exercise Price set forth in Sections 1, 2 and
3 of this Exercise Notice shall be mutually calculated by the Company and the undersigned holder after the end of trading on the
Principal Market on the date of this Exercise Notice in accordance with the foregoing instructions and the provisions of Section
1(f) of the Warrant. Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the
Warrant.


 


1.
Form of Exercise Price. The Holder intends that payment of the Exercise Price shall be made as:


 


____________
a "Cash Exercise" with respect to _________________ Warrant Shares; and/or


 


____________
a "Cashless Exercise" with respect to _______________ Warrant Shares, resulting in a delivery obligation of the
Company to the Holder of __________ shares of Common Stock representing the applicable Net Number.


 


2.
Payment of Exercise Price. In the event that the holder has elected a Cash Exercise with respect to some or all of the Warrant
Shares to be issued pursuant hereto, the holder shall pay the Aggregate Exercise Price in the sum of $___________________ to the
Company in accordance with the terms of the Warrant.


 


3.
Delivery of Warrant Shares. The Company shall deliver to the holder __________ Warrant Shares in accordance with the terms of
the Warrant.


 


4.
Please issue the Common Stock into which the Warrant is being exercised to the Holder, or for its benefit, as follows:


 


☐Check
here if requesting delivery as a certificate to the following name and to the following address:


 


Issue
to:


 


Address:
_________________________________________


Telephone
Number: ________________________________


Email
Address:


 


☐Check
here if requesting delivery by DTC through its Direct Registration System (DRS) as follows:


 


DTC
Participant:


 


DTC
Number: _________________________________________


Account
Number: ________________________________


 


 


Authorization:


By:


Title:


Dated:


Account
Number (if electronic book entry transfer):


Transaction
Code Number (if electronic book entry transfer):


 


Date:
_______________ __, ______


 


 


 


Name
of Registered Holder


 


 


By:


Name:


Title:


 



    	 	3