Execution
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SECURITIES
PURCHASE AGREEMENT





SECURITIES
PURCHASE AGREEMENT (this "Agreement"), dated as of August 4, 2020, by and among Generex Biotechnology Corporation,
a Delaware corporation, with headquarters located at 10102 USA Today Way, Miramar, Florida 33025 (the "Company"),
and the investors listed on the Schedule of Buyers attached hereto (individually, a "Buyer" and collectively,
the "Buyers").





WHEREAS:





A.
The Company and each Buyer is executing and delivering this Agreement in reliance upon the exemption from securities registration
afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the "1933 Act"), and Rule 506(b) of Regulation
D ("Regulation D") as promulgated by the United States Securities and Exchange Commission (the "SEC")
under the 1933 Act.





B.
Each Buyer wishes to purchase, and the Company wishes to sell, upon the terms and conditions stated in this Agreement, (i) that
aggregate number of shares of the Company's common stock, par value $0.001 per share (the "Common Stock"), set
forth opposite such Buyer's name in column (3) on the Schedule of Buyers (which aggregate amount for all Buyers together shall
be 5,102,040 shares of Common Stock and shall collectively be referred to herein as the "Common Shares"), (ii)
warrants, in substantially the form attached hereto as Exhibit A (the "Series A Warrants"), representing
the right to acquire that number of shares of Common Stock in accordance with its terms and conditions (as exercised, collectively,
the "Series A Warrant Shares"), (iii) warrants, in substantially the form attached hereto as Exhibit B
(the "Series B Warrants"), representing the right to acquire that number of shares of Common Stock in accordance
with its terms and conditions (as exercised, collectively, the "Series B Warrant Shares"), (iv) warrants, in
substantially the form attached hereto as Exhibit C (the "Series C Warrants"), representing the right
to acquire that number of shares of Common Stock in accordance with its terms and conditions (as exercised, collectively, the
"Series C Warrant Shares") and (v) warrants, in substantially the form attached hereto as Exhibit D (the
"Series D Warrants" and, together with the Series A Warrants, Series B Warrants and Series C Warrants, the "Warrants"),
representing the right to acquire that number of shares of Common Stock in accordance with its terms and conditions (as exercised,
collectively, the "Series D Warrant Shares" and, together with the Series A Warrant Shares, Series B Warrant
Shares and Series C Warrant Shares, the "Warrant Shares").





C.
Contemporaneously with the execution and delivery of this Agreement, the parties hereto are executing and delivering a Registration
Rights Agreement, in substantially the form attached hereto as Exhibit E (the "Registration Rights Agreement"),
pursuant to which the Company has agreed to provide certain registration rights with respect to the Registrable Securities (as
defined in the Registration Rights Agreement) under the 1933 Act and the rules and regulations promulgated thereunder, and applicable
state securities laws.





D.
The Common Shares, the Warrants and the Warrant Shares collectively are referred to herein as the "Securities".



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NOW,
THEREFORE, the Company and each Buyer hereby agree as follows:





 1. PURCHASE AND SALE OF COMMON SHARES AND WARRANTS.







(a)
Purchase of Common Shares and Warrants. Subject to the satisfaction (or waiver) of the conditions set forth in Sections
6 and 7 below, the Company shall issue and sell to each Buyer, and each Buyer severally, but not jointly, agrees to purchase from
the Company on the Closing Date (as defined below), (i) the number of Common Shares as is set forth opposite such Buyer's name
in column (3) on the Schedule of Buyers, along with (ii) Series A Warrants to acquire Series A Warrant Shares in accordance with
its terms and conditions, (iii) Series B Warrants to acquire Series B Warrant Shares in accordance with its terms and conditions,
(iv) Series C Warrants to acquire Series C Warrant Shares in accordance with its terms and conditions and (v) Series D Warrants
to acquire Series D Warrant Shares in accordance with its terms and conditions (the "Closing").





(b)
Closing. The date and time of the Closing (the "Closing Date") shall be 10:00 a.m., New York City time,
on the date hereof (or such other date and time as is mutually agreed to by the Company and each Buyer) after notification of
satisfaction (or waiver) of the conditions to the Closing set forth in Sections 6 and 7 below, at the offices of Schulte Roth
& Zabel LLP, 919 Third Avenue, New York, New York 10022. The Closing may also be undertaken remotely by electronic transfer
of Closing documentation.





(c)
Purchase Price. The purchase price for the Common Shares and the related Warrants to be purchased by each Buyer at the
Closing shall be the amount set forth opposite such Buyer's name in column (4) of the Schedule of Buyers (the "Purchase
Price").





(d)
Form of Payment. On the Closing Date, (i) each Buyer shall pay its respective Purchase Price (less, in the case of Anson
Investments Master Fund LP (the "Lead Investor"), any amounts withheld pursuant to Section 4(g)) to the Company
for the Common Shares and the Warrants to be issued and sold to such Buyer at the Closing by wire transfer of immediately available
funds in accordance with the Company's written wire instructions and


(ii)
the Company shall issue to each Buyer in book-entry form such number of Common Shares such Buyer is purchasing as is set forth
opposite such Buyer's name in column (3) of the Schedule of Buyers and deliver to such Buyer a copy from the Company's books and
records evidencing such issuance, (w) a Series A Warrant pursuant to which such Buyer shall have the right to acquire Series A
Warrant Shares in accordance with its terms and conditions, (x) a Series B Warrant pursuant to which such Buyer shall have the
right to acquire Series B Warrant Shares in accordance with its terms and conditions (y) a Series C Warrant pursuant to which
such Buyer shall have the right to acquire Series C Warrant Shares in accordance with its terms and conditions and (z) a Series
D Warrant pursuant to which such Buyer shall have the right to acquire Series D Warrant Shares in accordance with its terms and
conditions, in each case, duly executed on behalf of the Company and registered in the name of such Buyer or its designee.









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2.
BUYER'S REPRESENTATIONS AND WARRANTIES. Each Buyer, severally and not jointly, represents and warrants with respect to
only itself to the Company that: 


(a)
No Public Sale or Distribution. Such Buyer is (i) acquiring the Common Shares and the Warrants and (ii) upon exercise of
the Warrants (other than pursuant to a Cashless Exercise (as defined in the Warrants)) will acquire the Warrant Shares issuable
upon exercise of the Warrants, for its own account and not with a view towards, or for resale in connection with, the public sale
or distribution thereof, except pursuant to sales registered or exempted under the 1933 Act; provided, however,
that by making the representations herein, such Buyer does not agree to hold any of the Securities for any minimum or other specific
term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement
or an exemption under the 1933 Act. Such Buyer is acquiring the Securities hereunder in the ordinary course of its business. Such
Buyer does not presently have any agreement or understanding, directly or indirectly, with any Person (as defined below) to distribute
any of the Securities. For purposes of this Agreement, "Person" means an individual, a limited liability company,
a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and any governmental
entity or any department or agency thereof.





(b)
Accredited Investor Status. Such Buyer is an "accredited investor" as that term is defined in Rule 501(a) of
Regulation D.





(c)
Reliance on Exemptions. Such Buyer understands that the Securities are being offered and sold to it in reliance on specific
exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying
in part upon the truth and accuracy of, and such Buyer's compliance with, the representations, warranties, agreements, acknowledgments
and understandings of such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility
of such Buyer to acquire the Securities. 


(d)
Information. Such Buyer and its advisors, if any, have been furnished with all materials relating to the business, finances
and operations of the Company and materials relating to the offer and sale of the Securities that have been requested by such
Buyer. Such Buyer and its advisors, if any, have been afforded the opportunity to ask questions of the Company. Neither such inquiries
nor any other due diligence investigations conducted by such Buyer or its advisors, if any, or its representatives shall modify,
amend or affect such Buyer's right to rely on the Company's representations and warranties contained herein. Such Buyer understands
that its investment in the Securities involves a high degree of risk. Such Buyer has sought such accounting, legal and tax advice
as it has considered necessary to make an informed investment decision with respect to its acquisition of the Securities.





(e)
No Governmental Review. Such Buyer understands that no United States federal or state agency or any other government or
governmental agency has passed on or made any recommendation or endorsement of the Securities or the fairness or suitability of
the investment in the Securities nor have such authorities passed upon or endorsed the merits of the offering of the Securities.




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(f)
Transfer or Resale. Such Buyer understands that except as provided in the Registration Rights Agreement: (i) the Securities
have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold,
assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer shall have delivered to the Company an opinion
of counsel, in a form reasonably acceptable to the Company, to the effect that such Securities to be sold, assigned or transferred
may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Buyer provides the Company with
reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under
the 1933 Act, as amended, (or a successor rule thereto) (collectively, "Rule 144") or to an accredited investor
in a private transaction exempt from the registration requirements of the 1933 Act; (ii) any sale of the Securities made in reliance
on Rule 144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of
the Securities under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter
(as that term is defined in the 1933 Act) may require compliance with some other exemption under the 1933 Act or the rules and
regulations of the SEC thereunder; and (iii) neither the Company nor any other Person is under any obligation to register the
Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.
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 and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of
the Securities hereunder, and no Buyer effecting a pledge of Securities shall be required to provide the Company with any notice
thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document (as defined
in Section 3(b)), including, without limitation, this Section 2(f).


(g)
Legends. Such Buyer understands that the certificates or other instruments or book-entry accounts representing the Common
Shares and the Warrants and, until such time as the resale of the Common Shares and the Warrant Shares have been registered under
the 1933 Act as contemplated by the Registration Rights Agreement, the stock certificates representing the Warrant Shares, except
as set forth below, shall bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed
against transfer of such stock certificates):


[NEITHER
THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE
HAVE BEEN][THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT 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




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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.


The
legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of the Securities
upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at The Depository Trust
Company ("DTC"), if (i) such Securities are registered for resale under the 1933 Act, (ii) in connection with
a sale, assignment or other transfer, such holder provides the Company with an opinion of counsel, in a form reasonably acceptable
to the Company, to the effect that such sale, assignment or transfer of the Securities may be made without registration under
the applicable requirements of the 1933 Act, or (iii) the Securities can be sold, assigned or transferred pursuant to Rule 144
or to an accredited investor in a private transaction exempt from the registration requirements of the 1933 Act; provided;
however, in the case of the foregoing clause (iii) the holder of the Securities shall provide a Rule 144 representation
letter to the Transfer Agent, in the form attached hereto as Exhibit F. The Company shall be responsible for the fees of
its transfer agent and all DTC fees associated with such issuance. If the Company shall fail for any reason or for no reason to
issue to the holder of the Securities within two (2) Trading Days (as defined in the Warrants) after the occurrence of any of
(i) through


(iii)
above, including the proviso contained in (iii) (the initial date of such occurrence, the "Legend Removal Date"),
a certificate without such legend to such holder or to issue such Securities to such holder by electronic delivery at the applicable
balance account at DTC, and if on or after such Trading Day the holder purchases (in an open market transaction or otherwise)
Common Stock to deliver in satisfaction of a sale by the holder of such Securities that the holder anticipated receiving without
legend from the Company (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, if any) for the Common Stock so purchased (the "Buy-In Price"), at which point
the Company's obligation to deliver such unlegended Securities shall terminate, or (ii) promptly honor its obligation to deliver
to the holder such unlegended Securities as provided above 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 applicable Legend Removal Date and
the date the Company makes the applicable cash payment. The Company shall be responsible for the fees of its transfer agent and
all DTC fees associated with such issuance.


(h)
Validity; Enforcement. This Agreement and the Registration Rights Agreement have been duly and validly authorized, executed
and delivered on behalf of such Buyer and shall constitute the legal, valid and binding obligations of such Buyer enforceable




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against
such Buyer in accordance with their respective terms, except as such enforceability may be limited by general principles of equity
or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting
generally, the enforcement of applicable creditors' rights and remedies.


(i)
No Conflicts. The execution, delivery and performance by such Buyer of this Agreement and the Registration Rights Agreement
and the consummation by such Buyer of the transactions contemplated hereby and thereby will not (i) result in a violation of the
organizational documents of such Buyer or (ii) conflict with, or constitute a default (or an event which with notice or lapse
of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation
of, any agreement, indenture or instrument to which such Buyer is a party, or (iii) result in a violation of any law, rule, regulation,
order, judgment or decree (including federal and state securities laws) applicable to such Buyer, except in the case of clauses
(ii) and (iii) above, for such conflicts, defaults, rights or violations which would not, individually or in the aggregate, reasonably
be expected to have a material adverse effect on the ability of such Buyer to perform its obligations hereunder.


 3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.







The
Company represents and warrants to each of the Buyers that, as of the date hereof and as of the Closing Date:


(a)
Organization and Qualification. Each of the Company and its "Subsidiaries" (which for purposes of this
Agreement means any entity in which the Company, directly or indirectly, owns any of the capital stock or holds an equity or similar
interest; provided; however, that any entities that, individually or in the aggregate, hold less than $5,000 in
assets and/or incurred less than $5,000 in debt and liabilities (subordinated, contingent or otherwise) shall not be included
in the definition of "Subsidiaries") are entities duly organized and validly existing and in good standing under the
laws of the jurisdiction in which they are formed, and have the requisite power and authorization to own their properties and
to carry on their business as now being conducted and as presently proposed to be conducted; except that the Company is not in
good standing in the State of Delaware solely due to its failure to pay franchise taxes assessed against it in the State of Delaware
in the amount of $170,497.86 (the "Franchise Tax Payment Amount"); provided, however, that the
Company hereby represents and warrants that such failure began on March 1, 2020 and such failure has not caused the Certificate
of Incorporation of the Company to become void. From and after the payment of the Franchise Tax Payment Amount in accordance with
Section 4(d), the Company will be in good standing in the State of Delaware. Each of the Company and its Subsidiaries is duly
qualified as a foreign entity to do business and is in good standing in every jurisdiction in which its ownership of property
or the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be
so qualified or be in good standing would not reasonably be expected to have a Material Adverse Effect. As used in this Agreement,
"Material Adverse Effect" means any material adverse effect on the business, properties, assets, liabilities,
operations, results of operations, condition (financial or otherwise) or prospects of the Company and its Subsidiaries, taken
as a whole, or on the transactions contemplated hereby or on the other Transaction Documents (as defined below) or by the agreements
and instruments to be entered into in connection herewith or therewith, or on the




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authority
or ability of the Company to perform any of its obligations under any of the Transaction Documents (as defined below). The Company
has no Subsidiaries except as set forth in Schedule 3(a). The outstanding shares of capital stock of each of the Subsidiaries
have been duly authorized and validly issued, are fully paid and non-assessable and are owned by the Company or another Subsidiary
free and clear of all liens, encumbrances and equities and claims; and no options, warrants or other rights to purchase, agreements
or other obligations to issue or other rights to convert any obligations into shares of capital stock or ownership interests in
the Subsidiaries are outstanding.


(b)
Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform
its obligations under this Agreement, the Warrants, the Registration Rights Agreement, the Lock-Up Agreements (as defined in Section
7(x)), the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), and each of the other agreements entered into
by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "Transaction
Documents") and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of
this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated
hereby and thereby, including, without limitation, the issuance of the Common Shares and the Warrants and the reservation for
issuance and the issuance of the Warrant Shares issuable upon exercise of the Warrants have been duly authorized by the Company's
Board of Directors and (other than the filing with the SEC of one or more Registration Statements (as defined in the Registration
Rights Agreement) in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC and any other
filings as may be required by any state securities agencies) no further filing, consent or authorization is required by the Company,
its Board of Directors or its stockholders. This Agreement and the other Transaction Documents have been duly executed and delivered
by the Company, and constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance
with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy,
insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable
creditors' rights and remedies. 


(c)
Issuance of Securities. The issuance of the Common Shares and the Warrants are duly authorized and, upon issuance in accordance
with the terms of the Transaction Documents, the Common Shares and the Warrants shall be validly issued and free from all preemptive
or similar rights (except for those which have been validly waived prior to the date hereof), taxes, liens and charges and other
encumbrances with respect to the issue thereof and the Common Shares shall be fully paid and nonassessable with the holders being
entitled to all rights accorded to a holder of Common Stock. As of the Closing Date, a number of shares of Common Stock shall
have been duly authorized and reserved for issuance of not less than the sum of (x) the maximum number of Series A Warrant Shares
issuable pursuant to the Series A Warrants assuming with respect to the last sentence of Section 1(b) of the Series A Warrants
that the Exercise Price (as defined in the Series A Warrant) is equal to the Reset Floor Price (as defined in the Series D Warrant),
without giving effect to any limitation on exercise set forth therein, and (y) the number of Series D Warrant Shares issuable
pursuant to the Series D Warrants assuming that the Maximum Eligibility Number (as defined in the Series D Warrant) is determined
based on a Reset Price equal to the Reset Floor Price without giving




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effect
to any limitation on exercise set forth therein without giving effect to any limitation on exercise set forth therein; provided
that the Maximum Eligibility Number (as defined in the Series D Warrant) is only with respect to the Common Stock issued on the
Closing Date, without giving effect to any limitation on exercise set forth therein, in each case, as adjusted for stock splits,
stock dividends, recapitalizations, reorganizations, reclassification, combinations, reverse stock splits or other similar events
occurring after the date hereof (such number of shares of Common Stock, which shall not be less than 110,000,000, the "Initial
Required Reserve Amount"). From and after the exercise of the Series A Warrants, a number of shares of Common Stock shall
have been duly authorized and reserved for issuance of not less than the number of shares of Common Stock issuable pursuant to
the Series A Warrants, the Series B Warrants, the Series C Warrants and the Series D Warrants equal to the greater of


(i)
the sum of (x) the maximum number of Series A Warrant Shares and Series B Warrant Shares issuable pursuant to the Series A Warrants
and Series B Warrants assuming with respect to the last sentence of Section 1(b) of each of the Series A Warrants and Series B
Warrants that the Exercise Price (as defined in the Series A Warrant and Series B Warrant (as applicable)) is equal to the Reset
Floor Price (as defined in the Series D Warrant), in each case, without giving effect to any limitation on exercise set forth
therein, (y) the number of Series C Warrant Shares issuable pursuant to the Series C Warrants assuming that (A) the Maximum Eligibility
Number (as defined in the Series C Warrant) is determined based on a Reset Price (as defined in the Series D Warrant) equal to
the Reset Floor Price, (B) the Series B Warrants are exercised in full by paying the applicable Aggregate Exercise Price (as defined
in the Series B Warrants) in cash and (C) the Series D Warrants are exercised in full by paying the applicable Aggregate Exercise
Price (as defined in the Series D Warrants) in cash, in each case, without giving effect to any limitation on exercise set forth
therein and (z) the number of Series D Warrant Shares issuable pursuant to the Series D Warrants assuming that the Maximum Eligibility
Number (as defined in the Series D Warrant) is determined based on a Reset Price equal to the Reset Floor Price without giving
effect to any limitation on exercise set forth therein without giving effect to any limitation on exercise set forth therein and
(ii) 100% of the number of shares of Common Stock issuable upon exercise of the Warrants, without giving effect to any limitation
on exercise set forth therein, in each case, as adjusted for stock splits, stock dividends, recapitalizations, reorganizations,
reclassification, combinations, reverse stock splits or other similar events occurring after the date hereof; provided that, in
each case, less the number of shares of Common Stock which have already been issued to the Holder upon exercise of a Warrant (the
"Required Reserve Amount"). Upon exercise of the Warrants in accordance with the Warrants, the Warrant Shares
when issued will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights, taxes, liens,
charges and other encumbrances with respect to the issue thereof, with the holders being entitled to all rights accorded to a
holder of Common Stock. Assuming the accuracy of each of the representations and warranties set forth in Section 2 of this Agreement,
the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act.


(d)
No Conflicts. The execution, delivery and performance of the Transaction Documents by the Company and the consummation
by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Common
Shares and the Warrants and reservation for issuance and issuance of the Warrant Shares) will not (i) result in a violation of
the Certificate of Incorporation (as defined below) or Bylaws (as defined below) or other organizational documents of the Company
or any of its Subsidiaries,




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any
capital stock of the Company or any of its Subsidiaries or the articles of association or bylaws of the Company or any of its
Subsidiaries or (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become
a default) in any respect under, or give to others any rights of termination, amendment, acceleration or cancellation of, any
agreement, indenture or instrument to which the Company or any of its Subsidiaries is a party, or (iii) result in a violation
of any law, rule, regulation, order, judgment or decree (including foreign, federal and state securities laws and regulations
and the rules and regulations of the OTC QB market (the "Principal Market") and including all applicable foreign,
federal, state laws, rules and regulations) applicable to the Company or any of its Subsidiaries or by which any property or asset
of the Company or any of its Subsidiaries is bound or affected.


(e)
Consents. The Company is not required to obtain any consent from, authorization or order of, or make any filing or registration
with (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration
Rights Agreement, a Form D with the SEC and any other filings as may be required by any state securities agencies), any court,
governmental agency or any regulatory or self-regulatory agency or any other Person in order for it to execute, deliver or perform
any of its obligations under or contemplated by the Transaction Documents, in each case, in accordance with the terms hereof or
thereof. All consents, authorizations, orders, filings and registrations which the Company is required to obtain pursuant to the
preceding sentence have been obtained or effected on or prior to the Closing Date (or in the case of filings detailed above, will
be made timely after the Closing Date), and the Company is unaware of any facts or circumstances which might prevent the Company
from obtaining or effecting any of the registration, application or filings contemplated by the Transaction Documents. The Company
is not in violation of the listing requirements of the Principal Market and has no knowledge of any facts or circumstances which
would reasonably lead to delisting or suspension of the Common Stock in the foreseeable future. The issuance by the Company of
the Securities shall not have the effect of delisting or suspending the Common Stock from the Principal Market.


(f)
Acknowledgment Regarding Buyer's Purchase of Securities. The Company acknowledges and agrees that each Buyer is acting
solely in the capacity of an arm's length purchaser with respect to the Transaction Documents and the transactions contemplated
hereby and thereby and that no Buyer is (i) an officer or director of the Company or any of its Subsidiaries, (ii) an "affiliate"
of the Company or any of its Subsidiaries (as defined in Rule


144)
or (iii) to the knowledge of the Company, a "beneficial owner" of more than 10% of the Common Stock (as defined for
purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the "1934 Act")). The Company further
acknowledges that no Buyer is acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any
similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice
given by a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated
hereby and thereby is merely incidental to such Buyer's purchase of the Securities. The Company further represents to each Buyer
that the Company's decision to enter into the Transaction Documents has been based solely on the independent evaluation by the
Company and its representatives.




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(g)
No General Solicitation; Placement Agent's Fees. Neither the Company, nor any of its Subsidiaries or affiliates, nor any
Person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning
of Regulation D) in connection with the offer or sale of the Securities. The Company shall be responsible for the payment of any
placement agent's fees, financial advisory fees, or brokers' commissions (other than for Persons engaged by any Buyer or its investment
advisor) relating to or arising out of the transactions contemplated hereby, including, without limitation, placement agent fees
payable to Dawson James Securities, Inc. (the "Placement Agent") in connection with the sale of the Securities.
The Company shall pay, and hold each Buyer harmless against, any liability, loss or expense (including, without limitation, attorney's
fees and out-of-pocket expenses) arising in connection with any such claim. The Company acknowledges that it has engaged the Placement
Agent in connection with the sale of the Securities. Other than the Placement Agent, neither the Company nor any of its Subsidiaries
has engaged any placement agent or other agent in connection with the offer or sale of the Securities.



(h)
No Integrated Offering. None of the Company, its Subsidiaries or any of their affiliates, nor any Person acting on their
behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under
circumstances that would require registration of the issuance of any of the Securities under the 1933 Act, whether through integration
with prior offerings or otherwise, or cause this offering of the Securities to require approval of stockholders of the Company
for purposes of the 1933 Act or any applicable stockholder approval provisions, including, without limitation, under the rules
and regulations of any exchange or automated quotation system on which any of the securities of the Company are listed or designated
for quotation. None of the Company, its Subsidiaries, their affiliates nor any Person acting on their behalf will take any action
or steps that would require registration of the issuance of any of the Securities under the 1933 Act or cause the offering of
any of the Securities to be integrated with other offerings for purposes of any such applicable stockholder approval provisions.


(i)
Application of Takeover Protections; Rights Agreement. The Company and its Board of Directors have taken all necessary
action, if any, in order to render inapplicable any control share acquisition, interested stockholder, business combination, poison
pill (including, without limitation, any distribution under a rights agreement) or other similar anti- takeover provision under
the Articles of Incorporation, Bylaws or other organizational documents or the laws of the jurisdiction of its formation which
is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without
limitation, the Company's issuance of the Securities and any Buyer's ownership of the Securities. The Company and its Board of
Directors have taken all necessary action, if any, in order to render inapplicable any stockholder rights plan or similar arrangement
relating to accumulations of beneficial ownership of Common Stock or a change in control of the Company or any of its Subsidiaries.



(j)
SEC Documents; Financial Statements. Except as disclosed in Schedule 3(j), during the two (2) years prior to the
date hereof, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by
it with the SEC pursuant to the reporting requirements of the 1934 Act (all of the foregoing filed prior to the date hereof or
prior to the Closing Date, and all exhibits included therein and financial




    	 	10	 



     


    

statements,
notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "SEC
Documents"). The Company has delivered to the Buyers or their respective representatives true, correct and complete copies
of the SEC Documents not available on the EDGAR system. As of their respective filing dates, the SEC Documents complied in all
material respects with the requirements of the 1934 Act applicable to the Company and the rules and regulations of the SEC promulgated
thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained
any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order
to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective
filing dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects
with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial
statements have been prepared in accordance with U.S. generally accepted accounting principles, consistently applied during the
periods involved ("GAAP") (except (i) as may be otherwise indicated in such financial statements or the notes
thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or
summary statements) and fairly present in all material respects the financial position of each of the Company and its Subsidiaries,
on a consolidated basis, at the respective dates thereof and the results of its operations and cash flows for the periods indicated,
except that the unaudited interim financial statements will be subject to normal year-end adjustments which will not be material,
either individually or in the aggregate. No other information provided by or on behalf of the Company to any of the Buyers which
is not included in the SEC Documents (including, without limitation, information referred to in Section 2(d) of this Agreement
or in the disclosure schedules to this Agreement) contains any untrue statement of a material fact or omits to state any material
fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, not
misleading.



(k)
Absence of Certain Changes. Except as disclosed in reports, schedules, forms, statements and other documents required to
be filed by it with the SEC pursuant to the reporting requirements of the 1934 Act or any registration statement filed pursuant
to the 1933 Act (all of the foregoing filed prior to the date hereof or prior to the Closing Date, and all exhibits included therein
and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred
to as the "SEC Filings"), since July 31, 2019, there has been no material adverse change and no material adverse
development in the business, assets, liabilities, properties, operations, condition (financial or otherwise), results of operations
or prospects of the Company or any of its Subsidiaries. Except as disclosed in the SEC Filings, since July 31, 2019, neither the
Company nor any of its Subsidiaries has (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate,
in excess of $100,000 outside of the ordinary course of business or (iii) had capital expenditures, individually or in the aggregate,
in excess of $100,000. Neither the Company nor any of its Subsidiaries has taken any steps to seek protection pursuant to any
law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does the Company
or any of its Subsidiaries have any knowledge or reason to believe that any of its creditors intend to initiate involuntary bankruptcy
proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company and its Subsidiaries,
individually and on a consolidated basis, are not as of the date hereof, and after giving effect




    	 	11	 



     


    

to
the transactions contemplated hereby to occur at the Closing, will not be Insolvent (as defined below). For purposes of this Section
3(k), "Insolvent" means, with respect to any Person, (i) the present fair saleable value of such Person's assets
is less than the amount required to pay such Person's total Indebtedness (as defined in Section 3(r)), (ii) such Person is unable
to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured,
(iii) such Person intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts
mature or (iv) such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business
is now conducted and is proposed to be conducted.




(l)
No Undisclosed Events, Liabilities, Developments or Circumstances. No event, liability, development or circumstance has
occurred or exists, or is contemplated to occur with respect to the Company, its Subsidiaries or their respective business, properties,
prospects, operations or financial condition, that would be required to be disclosed by the Company under applicable securities
laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company of its Common
Stock and which has not been publicly announced.



(m)
Conduct of Business; Regulatory Permits. Neither the Company nor any of its Subsidiaries is in violation of any term of
or in default under its Certificate of Incorporation, any certificate of designations, preferences or rights of any other outstanding
series of preferred stock of the Company or any of its Subsidiaries or Bylaws or their organizational charter, certificate of
formation or certificate of incorporation or bylaws, respectively. Neither the Company nor any of its Subsidiaries is in violation
of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries,
and neither the Company nor any of its Subsidiaries will conduct its business in violation of any of the foregoing, except in
all cases for possible violations which would not, individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect. The Company and each of its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate
foreign, federal or state regulatory authorities necessary to conduct their respective businesses, except where the failure to
possess such certificates, authorizations or permits would not have, individually or in the aggregate, a Material Adverse Effect,
and neither the Company nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification
of any such certificate, authorization or permit. Without limiting the generality of the foregoing, the Company is not in violation
of any of the rules, regulations or requirements of the Principal Market and has no knowledge of any facts or circumstances that
would reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. During
the two (2) years prior to the date hereof, (i) the Common Stock have been listed or designated for quotation on the Principal
Market, (ii) trading in the Common Stock has not been suspended by the SEC or the Principal Market and (iii) the Company has received
no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock
from the Principal Market.



(n)
Sarbanes-Oxley Act. The Company is in compliance with any and all applicable requirements of the Sarbanes-Oxley Act of
2002, as amended, that are effective as of the date hereof, and any and all applicable rules and regulations promulgated by the
SEC thereunder that are effective as of the date hereof.




    	 	12	 



     


    

(o)
Transactions With Affiliates. Except as set forth in Schedule 3(o), none of the officers, directors or employees
of the Company or any of its Subsidiaries is presently a party to any transaction with the Company or any of its Subsidiaries
(other than for ordinary course services as employees, officers or directors), including any contract, agreement or other arrangement
providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise
requiring payments to or from any such officer, director or employee or, to the knowledge of the Company or any of its Subsidiaries,
any corporation, partnership, trust or other Person in which any such officer, director, or employee has a substantial interest
or is an employee, officer, director, trustee or partner.



(p)
IMAGE OMITTEDEquity Capitalization. As of the date hereof, the authorized capital stock of the Company consists
of (i) 750,000,000 shares of Common Stock, of which as of the date hereof, of which 82,163,276 shares are issued and outstanding,
2,818,830 and 230,892,975 shares are available under the Company's 2006 stock option plan and 2017 stock option plan, respectively
and approximately 33,432,379 (but in any event no more than 33,832,379) shares are reserved for issuance pursuant to securities
(other than the aforementioned options and Warrants) exercisable or exchangeable for, or convertible into, Common Stock and (ii)
1,000,000 shares of preferred stock, par value $0.001 per share, of which as of the date hereof, none are issued and outstanding.
No Common Stock are held in treasury. All of such outstanding shares are duly authorized and have been, or upon issuance will
be, validly issued and are fully paid and nonassessable. 7,168,236 shares of the Company's issued and outstanding Common Stock
on the date hereof are owned by Persons who are "affiliates" (as defined in Rule 405 of the 1933 Act) of the Company
or any of its Subsidiaries. (i) Except as disclosed in Schedule 3(p)(i), hereto, none of the Company's or any Subsidiary's
capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by
the Company or any Subsidiary; (ii) except as disclosed on page 35 of the Company’s Registration Statement on Form S-1 (Registration
Statement No. 333-23561), filed on June 15, 2020, there are no outstanding options, warrants, scrip, rights to subscribe to, calls
or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable
for, any capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by
which the Company or any of its Subsidiaries is or may become bound to issue additional capital stock of the Company or any of
its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating
to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company other than
de minimis amounts or any of its Subsidiaries other than in material amounts; (iii) except as disclosed on pages 41 through
48 of the Company’s Registration Statement on Form S-1 (Registration Statement No. 333- 23561), filed on June 15, 2020 (the
“Form S-1 Debt Disclosure”), there are no outstanding debt securities, notes, credit agreements, credit facilities
or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the
Company or any of its Subsidiaries is or may become bound (other than in the case of Subsidiaries only, any Indebtedness that
would not be material relative to the Company); (iv) except as disclosed in Schedule 3(p)(ii), there are no financing statements
securing obligations in any amounts filed in connection with the Company or any of its Subsidiaries; (v), except as disclosed
in Schedule 3(p)(iii), there are no agreements or arrangements (other than pursuant to the Registration Rights Agreement)
under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933
Act; (vi) except as




    	 	13	 



     


    

disclosed
in Schedule 3(p)(iv), there are no outstanding securities or instruments of the Company or any of its Subsidiaries which
contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which
the Company may become bound to redeem a security of the Company or any of its Subsidiaries; (vii) except as disclosed in Schedule
3(p)(v), there are no securities or instruments of the Company or any of its Subsidiaries containing anti-dilution or similar
provisions that will be triggered by the issuance of the Securities; (viii) except as disclosed in Schedule 3(p)(vi), neither
the Company nor any Subsidiary has any stock appreciation rights or "phantom stock" plans or agreements or any similar
plan or agreement; and (ix) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be
disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course
of the Company's or its Subsidiaries' respective businesses and which, individually or in the aggregate, do not or could not have
a Material Adverse Effect. True, correct and complete copies of the Company's certificate of incorporation, as amended or restated
and as in effect on the date hereof (the "Certificate of Incorporation"), and the Company's bylaws, as amended
and as in effect on the date hereof (the "Bylaws"), and the terms of all securities convertible into, or exercisable
or exchangeable for, Common Stock and the material rights of the holders thereof in respect thereto have heretofore been filed
as part of the SEC Filings.



(q)
Indebtedness and Other Contracts. Neither the Company nor any of its Subsidiaries, (i) except as disclosed in the Form
S-1 Debt Disclosure, has any outstanding Indebtedness (as defined below) (other than in the case of Subsidiaries only, any Indebtedness
that would not be material relative to the Company), (ii) except for the Indebtedness described in the Form S-1 Debt Disclosure,
is a party to any contract, agreement or instrument, the violation of which, or default under which, by the other party(ies) to
such contract, agreement or instrument would reasonably be expected to result in a Material Adverse Effect, (iii) except as disclosed
in Schedule 3(q), is in violation of any term of, or in default under, any contract, agreement or instrument relating to
any Indebtedness, except where such violations and defaults would not result, individually or in the aggregate, in a Material
Adverse Effect, or (iv) except for the Indebtedness described in the Form S-1 Debt Disclosure,, is a party to any contract, agreement
or instrument relating to any Indebtedness, the performance of which, in the judgment of the Company's officers, has or is expected
to have a Material Adverse Effect. The Form S-1 Debt Disclosure describes the material terms of such outstanding Indebtedness.
For purposes of this Agreement: (x) "Indebtedness" of any Person means, without duplication


(A)
all indebtedness for borrowed money, (B) all obligations issued, undertaken or assumed as the deferred purchase price of property
or services (including, without limitation, "finance leases" in accordance with GAAP) (other than trade payables entered
into in the ordinary course of business consistent with past practice), (C) all reimbursement or payment obligations with respect
to letters of credit, surety bonds and other similar instruments, (D) all obligations evidenced by notes, bonds, debentures or
similar instruments, including obligations so evidenced incurred in connection with the acquisition of property, assets or businesses,
(E) all indebtedness created or arising under any conditional sale or other title retention agreement, or incurred as financing,
in either case with respect to any property or assets acquired with the proceeds of such indebtedness (even though the rights
and remedies of the seller or bank under such agreement in the event of default are limited to repossession or sale of such property),
(F) all monetary obligations under any leasing or similar arrangement which, in connection with GAAP, is classified as a finance
lease, (G) all indebtedness referred to in clauses (A) through




    	 	14	 



     


    

(F)
above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by)
any mortgage, claim, lien, tax, right of first refusal, pledge, charge, security interest or other encumbrance upon or in any
property or assets (including accounts and contract rights) owned by any Person, even though the Person which owns such assets
or property has not assumed or become liable for the payment of such indebtedness, and (H) all Contingent Obligations in respect
of indebtedness or obligations of others of the kinds referred to in clauses (A) through (G) above; and (y) "Contingent
Obligation" means, as to any Person, any direct or indirect liability, contingent or otherwise, of that Person with respect
to any indebtedness, finance lease, dividend or other obligation of another Person if the primary purpose or intent of the Person
incurring such liability, or the primary effect thereof, is to provide assurance to the obligee of such liability that such liability
will be paid or discharged, or that any agreements relating thereto will be complied with, or that the holders of such liability
will be protected (in whole or in part) against loss with respect thereto.



(r)
Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation (with respect to inquiries or investigations,
to the knowledge of the Company) before or by the Principal Market, any court, public board, government agency, self-regulatory
organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries,
the Common Stock or any of the Company's Subsidiaries or any of the Company's or its Subsidiaries' officers or directors, whether
of a civil or criminal nature or otherwise, in their capacities as such that would reasonably be expected to result in losses
in excess of $100,000, except as disclosed on pages 98 through 100 of the Company’s Registration Statement on Form S-1 (Registration
Statement No. 333-23561), filed on June 15, 2020 (the “Form S-1 Legal Proceedings Disclosure”). The Company
does not expect the matters disclosed in the Form S-1 Legal Proceedings Disclosure to have a Material Adverse Effect.



(s)
Insurance. The Company and each of its Subsidiaries are insured by insurers of recognized financial responsibility against
such losses and risks and in such amounts as management of the Company believes to be prudent and customary in the businesses
in which the Company and its Subsidiaries are engaged. Neither the Company nor any such Subsidiary has been refused any insurance
coverage sought or applied for and neither the Company nor any such Subsidiary has any reason to believe that it will be unable
to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers
as may be necessary to continue its business at a cost that would not have a Material Adverse Effect.



(t)
Employee Benefits. Schedule 3(t) sets forth a complete and accurate list of all Benefit Plans that is an "employee
pension benefit plan" within the meaning of Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended,
including the regulations and published interpretations thereunder ("ERISA"), whether or not such plan is subject
to ERISA (each, a "Pension Plan"). For purposes of this Section 3(t), a "Benefit Plan" means
any employee benefit plan, program, policy, practices, or other arrangement providing benefits to any current or former employee,
officer or director of the Company, its Subsidiaries or their affiliates or any beneficiary or dependent thereof that is sponsored
or maintained by Company, its Subsidiaries or their affiliates contributes. Each Benefit Plan has been administered in all material




    	 	15	 



     


    

respects
in accordance with its terms all applicable laws and each of the Company, its Subsidiaries and their affiliates is in compliance
in all material respects with all applicable provisions of ERISA and the terms of any Benefit Plan. No "reportable event"
(as defined in ERISA) has occurred with respect to any Pension Plan; each of the Company, its Subsidiaries and their affiliates
has not incurred and does not expect to incur material liability under (i) Title IV of ERISA with respect to termination of, or
withdrawal from, any Pension Plan or any other "pension plan" (as defined in ERISA) or (ii) Sections 412 or 4971 of
the Internal Revenue Code of 1986, as amended (the "Code"); and each Pension Plan that is intended to be qualified
under Section 401(a) of the Code is so qualified and nothing has occurred, whether by action or by failure to act, which would
cause the loss of such qualification. Except for liabilities that arise solely out of, or relate solely to, an Benefit Plan, none
of the Company, its Subsidiaries or their affiliates has any current or contingent liabilities (i) to any "employee benefit
plan" (as defined in ERISA);


(ii)
under Title IV of ERISA, (iii) under Section 302 of ERISA, (iv) under Sections 412 and 4971 of the Code, (v) as a result of a
failure to comply with the continuation coverage requirements of Section 601 et seq. of ERISA and Section 4980B of the Code, or
(vi) under corresponding or similar provisions of foreign Laws or regulations. Each stock option, if any, granted by the Company,
its Subsidiaries and their affiliates was granted (i) in accordance with the terms of the applicable stock option plan of such
entity and (ii) with an exercise price at least equal to the fair market value of such capital stock on the date such stock option
would be considered granted under GAAP and applicable law. The amount by which the actuarial present value of all accrued benefits
under any Benefit Plan (whether or not vested) exceeds the fair market value of the assets of such Benefit Plan is properly accrued
and reflected, in all material respects, in the PPM.



(u)
Employee Relations. Neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement or
employs any member of a union. The Company and its Subsidiaries believe that their relations with their respective employees are
good. No executive officer of the Company or any of its Subsidiaries (as defined in Rule 501(f) promulgated under the 1933 Act)
or other key employee the Company or any of its Subsidiaries has notified the Company or any such Subsidiary that such officer
intends to leave the Company or any such Subsidiary or otherwise terminate such officer's employment with the Company or any such
Subsidiary. No executive officer or other key employee of the Company or any of its Subsidiaries is, or is now expected to be,
in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement,
non-competition agreement, or any other contract or agreement or any restrictive covenant, and the continued employment of each
such executive officer or other key employee (as the case may be) does not subject the Company or any of its Subsidiaries to any
liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all federal, state,
local and foreign laws and regulations respecting labor, employment and employment practices and benefits, terms and conditions
of employment and wages and hours, except where failure to be in compliance would not, either individually or in the aggregate,
reasonably be expected to result in a Material Adverse Effect. To the knowledge of the Company and its Subsidiaries, (i) no allegations
of sexual harassment have been made against any employee of the Company or any of its Subsidiaries, and


(ii)
none of the Company or its Subsidiaries has entered into any settlement agreements related to allegations of sexual harassment
or misconduct by an employee of the Company or any of its Subsidiaries.



		(v)	Real
                                         Property.





    	 	16	 



     


    

(i)
Schedule 3(v)(i) sets forth a complete and accurate list of all real property owned in fee (or the equivalent interest
in the applicable jurisdiction) by the Company and its Subsidiaries (the "Owned Real Property"). Each of the
Company and its Subsidiaries has good, valid and marketable title in fee simple to the Owned Real Property and to all personal
property owned by it which is material to the business of the Company and its Subsidiaries, in each case, free and clear of all
liens, encumbrances and defects.



(ii)
Schedule 3(v)(ii) sets forth a complete and accurate list of all leases, subleases, licenses, occupancy and other agreements
(including all amendments, modifications and supplements thereof and assignments and subleases thereof) (the "Company
Leases"; and each, a "Company Lease") under which the Company or its Subsidiaries leases, subleases,
licenses, uses or occupies (in each case whether as landlord, tenant, sublandlord, subtenant or by other occupancy arrangement),
or has the right to use or occupy, now or in the future, any real property (the "Leased Real Property", and together
with the Owned Real Property, collectively, the "Real Property"). Each of the Company and its Subsidiaries has
a valid and enforceable leasehold estate in all Leased Real Property free and clear of all liens, encumbrances and defects, and
(ii) no default or breach by the Company or its Subsidiaries, nor any event with respect to the Company or its Subsidiaries that
with notice or the passage of time would result in a default or breach, has occurred under any Company Lease, nor does the Company
or its Subsidiaries have knowledge of the existence of, any default, event or circumstance that, with notice or lapse of time,
or both, would constitute a default by any other contracting parties under any such Leased Real Property.



(iii)
None of the Company or its Subsidiaries has granted or entered into any sublease, license, option, right of first refusal or other
contractual right or similar agreement to purchase, assign or dispose of the Real Property or to allow or grant to any third party
the right to use or occupy the Real Property. None of the Company or its Subsidiaries has received any written notice of assessments
for public improvements against the Real Property or written notice or law, rule, regulation, order, judgment or decree by any
governmental authority, insurance company or board of fire underwriters or other body exercising similar functions that relates
to violations of building, safety or fire ordinances or regulations that would have, or would reasonably be expected to have,
a Material Adverse Effect on the value of such Real Property or its use in connection with the business of the Company or its
Subsidiaries.



(w)
Intellectual Property Rights. The Company and its Subsidiaries owns (free and clear of all liens, encumbrances and defects)
or possesses a valid license or other lawful right to use all Intellectual Property Rights (as defined below) necessary, used
or held for use, to conduct its business as presently conducted and as presently proposed to be conducted. The Intellectual Property
Rights owned or licensed to the Company and its Subsidiaries is disclosed in the SEC Filings, and each item of such Intellectual
Property Rights is valid and enforceable. Each of the licenses (in-bound or out-bound) of Intellectual Property Rights or other
contracts (including settlement agreements) with respect to the use, ownership or enforcement of Intellectual Property Rights
to which any of the Company and its Subsidiaries is a party (except with respect to licenses of generally available, commercial,
off-the-shelf software licensed pursuant to standardized end- user or enterprise licenses for software in object code format)
is disclosed in the SEC Filings, each such contract is valid and enforceable, and none of the Company or its Subsidiaries and,
to the knowledge of the Company and its Subsidiaries, none of the counterparties to any such




    	 	17	 



     


    

contract,
is in default or breach thereunder or thereof. Except as set forth in Schedule 3(w)(i), none of the Company nor its Subsidiaries
Intellectual Property Rights disclosed on pages 77 and 91 through 93 of the Company’s Registration Statement on Form S-1
(Registration Statement No. 333-23561), filed on June 15, 2020 has expired or terminated, has been abandoned or canceled, or adjudged
invalid or unenforceable or are scheduled or expected to expire or terminate or are scheduled or expected to be abandoned or canceled,
or adjudged invalid or unenforceable, within three (3) months from the date of this Agreement. The conduct of the business of
the Company and its Subsidiaries does not infringe, misappropriate or otherwise violate or conflict with the Intellectual Property
Rights of others, and in the past three (3) years, no claim, action or proceeding (including in the U.S. Patent and Trademark
Office, or any corresponding non-U.S. authority, or before any other governmental authority) has been made or brought alleging
the foregoing. There is no claim, action or proceeding that has been made or brought in the past three


(3)
years by or against, being threatened by or, to the knowledge of the Company and its Subsidiaries, being threatened against, Company
and its Subsidiaries regarding Intellectual Property Rights, including any challenging the validity, enforceability, ownership,
enforcement, patentability or registrability of such Intellectual Property Rights. To the knowledge of Company and its Subsidiaries,
no third party is infringing, misappropriating or otherwise conflicting with its Intellectual Property Rights. None of the Company
or its Subsidiaries are aware of any facts or circumstances which might give rise to any of the foregoing infringements, misappropriations
or other conflicts, or claims, actions or proceedings. Each of the Company and its Subsidiaries has taken reasonable security
measures to protect the secrecy, confidentiality and value of all of its Intellectual Property Rights and, to its knowledge, no
unauthorized disclosure of any information comprising any Intellectual Property Rights has occurred. All present and former employees,
consultants and independent contractors of each of the Company and its Subsidiaries that have been involved in the development
of any material Intellectual Property Rights have entered into written agreements under which such Persons (A) agree to protect
the trade secrets, know-how and other confidential information of the Company and its Subsidiaries, as applicable, and (B) assign
to one of the Company or its Subsidiaries, as applicable, all right, title and interest in and to all Intellectual Property Rights
created by such Person in the course of his, her or its employment or other engagement by one of the Company or its Subsidiaries.
Except as set forth on Schedule 3(w)(ii), no United States federal or state agency or any other government or governmental
agency, university, research institute or other similar organization has sponsored any research by Company and its Subsidiaries
or been involved with or otherwise sponsored any development of any Intellectual Property Rights claimed by the Company or its
Subsidiaries. For purposes of this Agreement, "Intellectual Property Rights" means all intellectual property
and proprietary rights, including all (i) trademarks, trade names, service marks, service names, domain names, and other designation
of origin, together with all goodwill associated therewith,


(ii)
original works of authorship and copyrights, (iii) patents and patent applications, together with all divisionals, continuations,
continuations-in-part, reissues and reexaminations thereof, including all rights to file applications for patent, (iv) trade secrets,
know-how and other confidential information and (v) inventions, licenses, approvals and governmental authorizations.



(x)
IT Systems; Data Privacy and Security. The information technology and computer systems, including the software, firmware,
hardware, equipment, networks, data communication lines, interfaces, databases, storage media, websites, platforms and related
systems owned, licensed or leased by the Company and its Subsidiaries (collectively, "IT Systems") are sufficient
for the conduct of each of the businesses of the Company and its




    	 	18	 



     


    

Subsidiaries,
in all material respects, and to the knowledge of each of the Company and its Subsidiaries, do not contain any "viruses",
"worms", "time-bombs", "key-locks", or any other devices intentionally designed to disrupt or interfere
with the operation of the IT Systems or equipment upon which the IT Systems operate, or the integrity of the data, information
or signals the IT Systems produce; and during the last two (2) years, there have been no material failures, breakdowns, continued
substandard performance or other adverse events affecting any of the IT Systems. Each of the Company and its Subsidiaries has
and maintains commercially reasonable business continuity and disaster recovery plans, procedures and facilities appropriate for
its business and has taken commercially reasonable steps to safeguard the integrity and security of the IT Systems, and to the
knowledge of each of the Company and its Subsidiaries, there has been no unauthorized access, or any intrusions or breaches, of
the IT Systems during the last two (2) years. Each of the Company and its Subsidiaries is, and during the last three (3) years
has been, in compliance in all material respects with all Data Privacy and Security Laws applicable to it. Each of the Company
and its Subsidiaries has maintained and posted all requisite privacy notices pursuant to Data Privacy and Security Laws. Each
of the Company and its Subsidiaries has commercially reasonable security measures in place designed to protect all Personal Data
under its control or in its possession from unauthorized use, access, modification or destruction. During the last three (3) years,
none of the Company nor its Subsidiaries has suffered any breach in security or other incident that has permitted any unauthorized
access to the Personal Data under its control or possession. Each of the Company and its Subsidiaries maintains, and has remained
in compliance, in all material respects, with, a comprehensive written information security program that includes commercially
reasonable administrative, physical and technical measures intended to protect the confidentiality, integrity, availability and
security of Personal Data in is possession or under its control and the IT Systems against any unauthorized control, use, access,
interruption, modification or corruption and to ensure the continued, uninterrupted and error-free operation of the IT Systems.
There are no material claims, actions or proceedings against or affecting any of the Company or its Subsidiaries pending or threatened
in writing, relating to or arising under Data Privacy and Security Laws. None of the Company nor its Subsidiaries has received
any written notices from the Department of Justice, U.S. Department of Education, Federal Trade Commission, or the Attorney General
of any state, or any equivalent foreign governmental authority, relating to possible violations of Data Privacy and Security Laws.
For purposes of this Agreement, (i) "Data Privacy and Security Laws" shall mean (a) all applicable laws relating
to the Processing of Personal Data or otherwise relating to privacy, data protection, data security, cyber security, breach notification
or data localization, and (b) all published policies of the Company and its Subsidiaries relating to the Processing of Personal
Data or otherwise relating to privacy, data protection, data security, cyber security, breach notification or data localization;
(ii) "Process" or "Processing" shall mean the collection, use, storage, processing, recording,
distribution, transfer, import, export, protection, disposal or disclosure or other activity regarding or operations performed
on data or information (whether electronically or in any other form or medium); and (iii) "Personal Data" shall
mean any information that, alone or in combination with other information held by the Company and its Subsidiaries, allows the
identification of an individual, including name, street address, telephone number, e-mail address, photograph, social security
number, driver's license number, passport number, customer or account number, biometrics, IP address, geolocation data or persistent
device identifier, or any other information that is otherwise considered personal information, personal data, protected health
information and is regulated by applicable Data Privacy and Security Laws.




    	 	19	 



     


    

(y)
Environmental Laws. Each of the Company and its Subsidiaries (i) is in compliance with any and all applicable Environmental
Laws (as hereinafter defined), (ii) has received all permits, licenses or other approvals required of it under applicable Environmental
Laws to conduct its respective business and (iii) is in compliance, in all material respects, with all terms and conditions of
any such permit, license or approval. Neither the Company nor its Subsidiaries has received from any Person or governmental authority
any written claim, demand, notice of violation, citation or notice of potential liability under any Environmental Law that remains
pending or unresolved and, to the knowledge of each of the Company and its Subsidiaries, no such claims, demands, citations or
notices have been threatened in writing. Except as would not reasonably be expected, individually or in the aggregate, to have
a material effect on the operations of the business or result in material liability of the Company or its Subsidiaries, (i) there
has been no Release (as hereinafter defined) of Hazardous Materials (as hereinafter defined) that could reasonably be expected
to result in a claim or liability under any Environmental Law in, at, on or under or migrating from any real property currently
or formerly owned, leased or operated by the Company or its Subsidiaries or in, at, on or under any other property to which of
the Company or its Subsidiaries sent Hazardous Materials for treatment or disposal; (ii) neither the Company nor its Subsidiaries
is a party to any agreement or the subject of any law, rule, regulation, order, judgment or decree that requires the Company or
its Subsidiaries to conduct a remedial action with respect to Hazardous Materials or requires the Company or its Subsidiaries
to indemnify, defend or hold harmless any governmental authority or Person from or against any claim or liability under Environmental
Laws; and (iii) to the knowledge of the Company and its Subsidiaries, there are no underground storage tanks at any real property
currently owned, leased or operated by the Company or its Subsidiaries. The Company and its Subsidiaries have made available to
Buyers (i) true and correct copies of all permits, licenses and approvals maintained by the Company or its Subsidiaries in compliance
with Environmental Laws; and (ii) all material environmental reports, audits, site assessments and studies related to the Company
and its Subsidiaries, its operations and currently and formerly owned, leased and operated real property. The term "Environmental
Laws" means all laws relating to pollution or protection of human health and safety, natural resources or the environment
(including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata), including, without
limitation, laws relating to emissions, discharges, releases or threatened releases of chemicals, pollutants, contaminants, or
toxic or hazardous substances or wastes (collectively, "Hazardous Materials") into the environment, or otherwise
relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials,
as well as all laws, rules, orders, judgments, decrees, authorizations, codes, demands or demand letters, injunctions, judgments,
licenses, notices or notice letters, permits, plans or regulations issued, entered, promulgated or approved thereunder. The term
"Release" means any depositing, spilling, leaking, pumping, pouring, placing, emitting, discarding, abandoning,
emptying, discharging, dispersal, migrating, injecting, escaping, leaching, dumping, or disposing on or into the indoor or outdoor
environment.


(z)
Subsidiary Rights. The Company or one of its Subsidiaries has the unrestricted right to vote, and (subject to limitations
imposed by applicable law) to receive dividends and distributions on, all capital securities of its Subsidiaries as owned by the
Company or such Subsidiary.




    	 	20	 



     


    

(aa)
Tax Status. The Company and each of its Subsidiaries (i) has timely made or filed all foreign, federal and state income
and all other tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) has timely paid
all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns,
reports and declarations, except those being contested in good faith and


(iii)
has set aside on its books provision reasonably adequate for the payment of all taxes for periods subsequent to the periods to
which such returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed to be due by the taxing
authority of any jurisdiction, and the officers of the Company and its Subsidiaries know of no basis for any such claim.



(bb)Internal
Accounting and Disclosure Controls. Except as described under Item 9A of the Company’s 10-K/A filed on June 29, 2020
(the “Internal Controls Disclosure”), the Company maintains a system of internal accounting controls sufficient
to provide reasonable assurance that (i) transactions are executed in accordance with management's general or specific authorizations,
(ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and applicable
law, and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only
in accordance with management's general or specific authorization and (iv) the recorded accountability for assets and liabilities
is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any
difference. Except as disclosed in the Internal Controls Disclosure, the Company maintains disclosure controls and procedures
(as such term is defined in Rule 13a-15 under the 1934 Act) that are effective in ensuring that information required to be disclosed
by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within
the time periods specified in the rules and forms of the SEC, including, without limitation, controls and procedures designed
to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act
is accumulated and communicated to the Company's management, including its principal executive officer or officers and its principal
financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. During the twelve months
prior to the date hereof, neither the Company nor any of its Subsidiaries has received any notice or correspondence from the Company’s
auditors relating to any material weakness in any part of the system of internal accounting controls of the Company or any of
its Subsidiaries.



(cc)
Off Balance Sheet Arrangements. There is no transaction, arrangement, or other relationship between the Company or any
of its Subsidiaries and an unconsolidated or other off balance sheet entity that is required to be disclosed by the Company in
its 1934 Act filings and is not so disclosed or that otherwise would be reasonably likely to have a Material Adverse Effect.



(dd)Investment
Company Status. Neither the Company nor any of its Subsidiaries is, and upon consummation of the sale of the Securities, and
for so long as any Buyer holds any Securities, will not be, an "investment company," an affiliate of an "investment
company," a company controlled by an "investment company" or an "affiliated person" of, or "promoter"
or "principal underwriter" for, an "investment company" as such terms are defined in the Investment Company
Act of 1940, as amended.




    	 	21	 



     


    

(ee)
Acknowledgement Regarding Buyers' Trading Activity. Except as set forth in Section 4(s), the Company acknowledges and agrees
that (i) none of the Buyers has been asked by the Company to agree, nor has any Buyer agreed with the Company, to desist from
purchasing or selling, long and/or short, securities of the Company, or "derivative" securities based on securities
issued by the Company or to hold the Securities for any specified term; (ii) any Buyer, and counter-parties in "derivative"
transactions to which any such Buyer is a party, directly or indirectly, presently may have a "short" position in the
Common Stock and (iii) each Buyer shall not be deemed to have any affiliation with or control over any arm's length counter- party
in any "derivative" transaction. The Company further understands and acknowledges that one or more Buyers may, except
as set forth in Section 4(s), engage in hedging and/or trading activities at various times during the period that the Securities
are outstanding, including, without limitation, during the periods that the value of the Warrant Shares are being determined and
(b) such hedging and/or trading activities, if any, can reduce the value of the existing stockholders' equity interest in the
Company both at and after the time the hedging and/or trading activities are being conducted. The Company acknowledges that such
aforementioned hedging and/or trading activities do not constitute a breach of this Agreement, the Warrants or any of the documents
executed in connection herewith.



(ff)
Manipulation of Price. The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or
indirectly, any action designed to cause or to result, or that could reasonably be expected to cause or result, in the stabilization
or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Securities,


(ii)
other than the Placement Agent, sold, bid for, purchased, or paid any compensation for soliciting purchases of, any of the Securities,
or (iii) other than the Placement Agent, paid or agreed to pay to any Person any compensation for soliciting another to purchase
any other securities of the Company.



(gg)U.S.
Real Property Holding Corporation. Neither the Company nor any of its Subsidiaries is, or has ever been, and so long as any
of the Securities are held by any of the Buyers, shall become, a U.S. real property holding corporation within the meaning of
Section 897 of the Code, and the Company and each Subsidiary shall so certify upon any Buyer's request.



(hh)Transfer
Taxes. On the Closing Date, all stock transfer or other taxes (other than income or similar taxes) which are required to be
paid in connection with the issuance, sale and transfer of the Securities to be sold to each Buyer hereunder will be, or will
have been, fully paid or provided for by the Company, and all laws imposing such taxes will be or will have been complied with.



(ii)
Bank Holding Company Act. Neither the Company nor any of its Subsidiaries or affiliates is subject to the Bank Holding
Company Act of 1956, as amended (the "BHCA") and to regulation by the Board of Governors of the Federal Reserve
System (the "Federal Reserve"). Neither the Company nor any of its Subsidiaries or affiliates owns or controls,
directly or indirectly, five percent (5%) or more of the outstanding shares of any class of voting securities or twenty-five percent
(25%) or more of the total equity of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve.
Neither the Company nor any of its Subsidiaries or affiliates exercises a controlling influence over the




    	 	22	 



     


    

management
or policies of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve.




(jj)
Shell Company Status. The Company is not, and has never been, an issuer identified in, or subject to, Rule 144(i)(1) of
the 1933 Act.




(kk)
Compliance with Anti-Money Laundering Laws. The operations of the Company and its Subsidiaries and their affiliates are
and has been conducted at all times in compliance with all applicable U.S. and non-U.S. Laws, rules and regulations relating to
terrorism or money laundering, including, without limitation, the Currency and Foreign Transactions Reporting Act of 1970, as
amended, the U.S. Bank Secrecy Act, as amended by the USA PATRIOT Act of 2001, and the U. S. Money Laundering Control Act of 1986
(18 U.S.C. §§1956 and 1957), as amended, and any applicable law prohibiting or directed against the financing or support
of terrorist activities (e.g., 18 U.S.C. §§ 2339A and 2339B), and the rules and regulations promulgated thereunder,
and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency or self-regulatory
body (collectively, the "Anti-Money Laundering Laws"), and no action, suit or proceeding by or before any court
or governmental agency, authority or body or any arbitrator involving the Company or its Subsidiaries or any of their affiliates
with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Company, its Subsidiaries or any of their
affiliates, threatened.




(ll)
No Conflicts with Sanctions Laws. Neither the Company nor any of its Subsidiaries, nor any director, officer, employee,
agent, affiliate or other Person associated with or acting on behalf of the Company, its Subsidiaries or their affiliates is,
or is directly or indirectly, individually or in the aggregate, owned or controlled by any Person that is currently the subject
or the target of any sanctions administered or enforced by the U.S. government including, without limitation, the Office of Foreign
Assets Control of the U.S. Department of the Treasury ("OFAC") or the U.S. Departments of State or Commerce and
including, without limitation, the designation as a "Specially Designated National" or on the "Sectoral Sanctions
Identifications List" (collectively, "Blocked Persons"), the United Nations Security Council, the European
Union, Her Majesty's Treasury of the United Kingdom or any other relevant sanctions authority (collectively, "Sanctions
Laws"), or any Person with whom or with which a U.S. Person is prohibited from dealing under any of the Sanctions Laws;
Neither the Company nor any of its Subsidiaries, nor any director, officer, employee, agent, affiliate or other Person associated
with or acting on behalf of the Company, its Subsidiaries or their affiliates, is located, organized, resident or doing business
in a country or territory that is the subject or target of a comprehensive embargo or Sanctions Laws prohibiting dealings with
the country or territory, which as of the date hereof, include, without limitation, Crimea, Cuba, Iran, North Korea, and Syria
(each, a "Sanctioned Country"); the Company and its Subsidiaries are in compliance with all Sanctions Laws; the
Company and its Subsidiaries maintain in effect and enforces policies and procedures designed to ensure compliance by the Company
and its Subsidiaries with applicable Sanctions Laws; none of the Company nor its Subsidiaries, nor any director, officer, employee,
agent, affiliate or other Person associated with or acting on behalf of the Company, its Subsidiaries or their affiliates, acting
in any capacity in connection with the operations of the Company, its Subsidiaries or their affiliates, conducts any business
with or for the benefit of any Blocked Person or engages in making or receiving any contribution of funds, goods or services to,
from or for the benefit of any Blocked Person, or deals in, or otherwise engages in any transaction relating to, any property
or interests in




    	 	23	 



     


    

property
blocked or subject to blocking pursuant to any applicable Sanctions Laws; no action of the Company, its Subsidiaries or their
affiliates in connection with (i) the execution, delivery and performance of this Agreement and the other Transaction Documents,
(ii) the issuance and sale of the Notes, or (iii) the direct or indirect use of proceeds from the Notes or the consummation of
any other transaction contemplated hereby or by the other Transaction Documents or the fulfillment of the terms hereof or thereof,
will result in the proceeds of the transactions contemplated hereby and by the other Transaction Documents being used, or loaned,
contributed or otherwise made available, directly or indirectly, to any Subsidiary, joint venture partner or other Person, for
the purpose of (i) unlawfully funding or facilitating any activities of or business with any Person that, at the time of such
funding or facilitation, is the subject or target of Sanctions Laws, (ii) unlawfully funding or facilitating any activities of
or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any Person (including any
Person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions Laws. For the past
five (5) years, each of the Company, its Subsidiaries and their affiliates has not knowingly engaged in and is not now knowingly
engaged in any dealings or transactions with any Person that at the time of the dealing or transaction is or was the subject or
the target of Sanctions Laws or with any Sanctioned Country.




(mm)
Anti-Bribery. None of the Company, its Subsidiaries or their affiliates nor anyone acting on their behalf have made any
contribution or other payment to any official of, or candidate for, any federal, state or foreign office in violation of any law.
None of the Company, its Subsidiaries or their affiliates, nor any director, officer, agent, employee or other Person associated
with or acting on behalf of the Company, its Subsidiaries or their affiliates, has (i) used any funds for any unlawful contribution,
gift, entertainment or other unlawful expense, (ii) made any direct or indirect unlawful payment to any foreign or domestic government
official or employee, to any employee or agent of a private entity with which any of the Company, its Subsidiaries or their affiliates
does or seeks to do business or to foreign or domestic political parties or campaigns, (iii) violated or is in violation of any
provision of any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials
in International Business Transactions or any applicable provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended
(the "FCPA"), the U.K. Bribery Act 2010, or any other similar law of any other jurisdiction in which any of the
Company, its Subsidiaries or their affiliates operates its business, including, in each case, the rules and regulations thereunder
(collectively, the "Anti-Bribery Laws"), (iv) taken, is currently taking or will take any action in furtherance
of an offer, payment, gift or anything else of value, directly or indirectly, to any Person while knowing that all or some portion
of the money or value will be offered, given or promised to anyone to improperly influence official action, to obtain or retain
business or otherwise to secure any improper advantage or (v) otherwise made any offer, bribe, rebate, payoff, influence payment,
unlawful kickback or other unlawful payment; Each of the Company, its Subsidiaries and their affiliates has instituted and has
maintained, and will continue to maintain, policies and procedures reasonably designed to promote and achieve compliance with
the Anti-Bribery Laws and with this representation and warranty; none of the Company, its Subsidiaries or their affiliates will
directly or indirectly use the proceeds of the convertible securities or lend, contribute or otherwise make available such proceeds
to any subsidiary, affiliate, joint venture partner or other Person for the purpose of financing or facilitating any activity
that would violate the Anti-Bribery Laws; there are, and have been, no allegations, investigations or inquiries with regard to
a potential violation of any Anti-Bribery Laws by the Company, its Subsidiaries or their affiliates, or any of their




    	 	24	 



     


    

respective
current or former directors, officers, employees, owners, shareholders, stockholders, representatives, agents or other Persons
acting or purporting to act on their behalf.




(nn)No
Additional Agreements. The Company does not have any agreement or understanding with any Buyer with respect to the transactions
contemplated by the Transaction Documents other than as specified in the Transaction Documents.




(oo) Disclosure.
Except for discussions specifically regarding the offer and sale of the Securities, the Company confirms that neither it nor any
other Person acting on its behalf has provided any of the Buyers or their agents or counsel with any information that constitutes
or could reasonably be expected to constitute material, non-public information concerning the Company or any of its Subsidiaries,
other than the existence of the transactions contemplated by this Agreement and the other Transaction Documents. The Company understands
and confirms that each of the Buyers will rely on the foregoing representations in effecting transactions in securities of the
Company. All disclosure provided to the Buyers regarding the Company and its Subsidiaries, their businesses and the transactions
contemplated hereby, including the schedules to this Agreement, furnished by or on behalf of the Company or any of its Subsidiaries
is true and correct and does not contain any untrue statement of a material fact or omit to state any material fact necessary
in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. All
of the written information furnished after the date hereof by or on behalf of the Company or any of its Subsidiaries to you pursuant
to or in connection with this Agreement and the other Transaction Documents, taken as a whole, will be true and correct in all
material respects as of the date on which such information is so provided and will not contain any untrue statement of a material
fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances
under which they are made, not misleading. Each press release issued by the Company or any of its Subsidiaries during the twelve
(12) months preceding the date of this Agreement did not at the time of release contain any untrue statement of a material fact
or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light
of the circumstances under which they were made, not misleading. No event or circumstance has occurred or information exists with
respect to the Company or any of its Subsidiaries or its or their business, properties, liabilities, prospects, operations (including
results thereof) or conditions (financial or otherwise), which, under applicable law, rule or regulation, requires public disclosure
at or before the date hereof or announcement by the Company but which has not been so publicly disclosed. The Company acknowledges
and agrees that no Buyer makes or has made any representations or warranties with respect to the transactions contemplated hereby
other than those specifically set forth in Section 2.




(pp)Stock
Option Plans. Each stock option granted by the Company was granted (i) in accordance with the terms of the applicable stock
option plan of the Company and (ii) with an exercise price at least equal to the fair market value of the Common Stock on the
date such stock option would be considered granted under GAAP and applicable law. No stock option granted under the Company's
stock option plan has been backdated. The Company has not knowingly granted, and there is no and has been no policy or practice
of the Company to knowingly grant, stock options prior to, or otherwise knowingly coordinate the grant of stock




    	 	25	 



     


    

options
with, the release or other public announcement of material information regarding the Company or its Subsidiaries or their financial
results or prospects.




IMAGE
OMITTED(qq)No Disagreements with Accountants and Lawyers. There are no material disagreements of any kind (involving
fees or otherwise) presently existing, or reasonably anticipated by the Company to arise, between the Company and the accountants
and lawyers formerly or presently employed by the Company which could affect the Company's ability to perform any of its obligations
under any of the Transaction Documents. The Company is current in its fees owned to its accountants and lawyers, except as disclosed
on Schedule 3(qq).




IMAGE
OMITTED(rr) No Disqualification Events. With respect to Securities to be offered and sold hereunder in reliance on Rule 506(b)
under the 1933 Act ("Regulation D Securities"), none of the Company, any of its predecessors, any affiliated
issuer, any director, executive officer, other officer of the Company participating in the offering hereunder, any beneficial
owner of 20% or more of the Company's outstanding voting equity securities, calculated on the basis of voting power, nor any promoter
(as that term is defined in Rule 405 under the 1933 Act) connected with the Company in any capacity at the time of sale (each,
an "Issuer Covered Person" and, together, "Issuer Covered Persons") is subject to any of the
"Bad Actor" disqualifications described in Rule 506(d)(1)(i) to (viii) under the 1933 Act (a "Disqualification
Event"), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable
care to determine whether any Issuer Covered Person is subject to a Disqualification Event. The Company has complied, to the extent
applicable, with its disclosure obligations under Rule 506(e), and has furnished to the Buyers a copy of any disclosures provided
thereunder.




(ss)Other
Covered Persons. The Company is not aware of any Person (other than the Placement Agent) that has been or will be paid (directly
or indirectly) remuneration for solicitation of Buyers or potential purchasers in connection with the sale of any Regulation D
Securities.




(tt)
Dilutive Effect. The Company understands and acknowledges that the number of Warrant Shares issuable pursuant to terms
of the Warrants will increase in certain circumstances. The Company further acknowledges that its obligation to issue Warrant
Shares pursuant to the terms of the Warrants in accordance with this Agreement and the Warrants is absolute and unconditional
regardless of the dilutive effect that such issuance may have on the ownership interests of other shareholders of the Company.




 4. COVENANTS.






(a)
Best Efforts. Each party shall use its best efforts timely to satisfy each of the covenants and the conditions to be satisfied
by it as provided in Sections 6 and 7 of this Agreement.




(b)
Form D and Blue Sky. The Company agrees to file a Form D with respect to the Securities as required under Regulation D
and to provide a copy thereof to each Buyer promptly after such filing. The Company shall, on or before the Closing Date, take
such action




    	 	26	 



     


    

as
the Company shall reasonably determine is necessary in order to obtain an exemption for or to qualify the Securities for sale
to the Buyers at the Closing pursuant to this Agreement under applicable securities or "Blue Sky" laws of the states
of the United States (or to obtain an exemption from such qualification), and shall provide evidence of any such action so taken
to the Buyers on or prior to the Closing Date. The Company shall make all filings and reports relating to the offer and sale of
the Securities required under applicable securities or "Blue Sky" laws of the states of the United States following
the Closing Date.




(c)
Reporting Status. Until the date on which the Investors (as defined in the Registration Rights Agreement) shall have sold
all of the Common Shares and Warrant Shares and none of the Warrants are outstanding (the "Reporting Period"),
the Company shall timely file all reports required to be filed with the SEC pursuant to the 1934 Act, and the Company shall not
terminate its status as an issuer required to file reports under the 1934 Act even if the 1934 Act or the rules and regulations
thereunder would no longer require or otherwise permit such termination, and the Company shall take all actions necessary to maintain
its eligibility to register the Common Shares and Warrant Shares for resale by the Investors on Form S-3.




(d)
Use of Proceeds. The Company will use the proceeds from the sale of the Securities as set forth on Schedule 4(d).



(e)
Financial Information. The Company agrees to send the following to each Investor (as defined in the Registration Rights
Agreement) during the Reporting Period


(i)
unless the following are filed with the SEC through EDGAR and are available to the public through the EDGAR system, within one
(1) Business Day after the filing thereof with the SEC, a copy of its Annual Reports on Form 10-K, any Quarterly Reports on Form
10-Q, any Current Reports on Form 8-K (or any analogous reports under the 1934 Act) and any registration statements (other than
on Form S-8) or amendments filed pursuant to the 1933 Act, (ii) on the same day as the release thereof, facsimile or e-mailed
copies of all press releases issued by the Company or any of its Subsidiaries and (iii) copies of any notices and other information
made available or given to the stockholders of the Company generally, contemporaneously with the making available or giving thereof
to the stockholders. As used herein, "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.




(f)
Listing. The Company shall promptly secure the listing of all of the Registrable Securities (as defined in the Registration
Rights Agreement) upon each national securities exchange and automated quotation system, if any, upon which the Common Stock are
then listed (subject to official notice of issuance) and shall maintain such listing of all Registrable Securities from time to
time issuable under the terms of the Transaction Documents. The Company shall maintain the authorization for quotation of the
Common Stock on the Principal Market or any other Eligible Market (as defined in the Warrants). Neither the




    	 	27	 



     


    

Company
nor any of its Subsidiaries shall take any action which would be reasonably expected to result in the delisting or suspension
of the Common Stock on the Principal Market. The Company shall pay all fees and expenses in connection with satisfying its obligations
under this Section 4(f).




(g)
Fees. The Company shall reimburse the Lead Investor (a Buyer) or its designee(s) (in addition to any other expense amounts
paid to any Buyer or its counsel prior to the date of this Agreement) for all costs and expenses incurred in connection with the
transactions contemplated by the Transaction Documents (including all legal fees and disbursements in connection therewith, documentation
and implementation of the transactions contemplated by the Transaction Documents and due diligence in connection therewith), which
amount may be withheld by such Buyer from its Purchase Price at the Closing to the extent not previously reimbursed by the Company;
provided, however, in no event will the costs, fees and expenses of the Lead Investor to be reimbursed by the Company
pursuant to this Section 4(g) (in addition to any other expense amounts paid to any Buyer or its counsel prior to the date of
this Agreement) exceed $50,000 without the prior approval from the Company. The Company shall be responsible for the payment of
any placement agent's fees, financial advisory fees, or broker's commissions (other than for Persons engaged by any Buyer) relating
to or arising out of the transactions contemplated hereby, including, without limitation, any fees or commissions payable to the
Placement Agent. The Company shall pay, and hold each Buyer harmless against, any liability, loss or expense (including, without
limitation, attorney's fees and out-of- pocket expenses) arising in connection with any claim relating to any such payment. Except
as otherwise set forth in the Transaction Documents, each party to this Agreement shall bear its own expenses in connection with
the sale of the Securities to the Buyers.




(h)
Pledge of Securities. The Company acknowledges and agrees that the Securities may be pledged by a Buyer in connection with
a bona fide margin agreement or other loan or financing arrangement that is secured by the Securities. The pledge of Securities
shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and no Buyer effecting a pledge of Securities
shall be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this
Agreement or any other Transaction Document, including, without limitation, Section 2(f) hereof; provided that a Buyer
and its pledgee shall be required to comply with the provisions of Section 2(f) hereof in order to effect a sale, transfer or
assignment of Securities to such pledgee. The Company hereby agrees to execute and deliver such documentation as a pledgee of
the Securities may reasonably request in connection with a pledge of the Securities to such pledgee by a Buyer.




(i)
Disclosure of Transactions and Other Material Information. On or before the Disclosure Time (as defined below), the Company
shall file a Current Report on Form 8-K reasonably acceptable to the Buyers, describing the terms of the transactions contemplated
by the Transaction Documents, in the form required by the 1934 Act and attaching the material Transaction Documents (including,
without limitation, this Agreement (and all schedules and exhibits to this Agreement), the form of the Warrant, the form of Lock-Up
Agreement and the form of the Registration Rights Agreement as exhibits to such filing (including all attachments), the "8-K
Filing"). From and after the filing of the 8-K Filing, no Buyer shall be in possession of any material, non-public information
received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents,
that is not disclosed




    	 	28	 



     


    

in
the 8-K Filing. In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that any and all
confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries
or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyers or any
of their affiliates, on the other hand, shall terminate. The Company shall not, and shall cause each of its Subsidiaries and its
and each of their respective officers, directors, employees, affiliates and agents, not to, provide any Buyer with any material,
non-public information regarding the Company or any of its Subsidiaries from and after the date hereof without the express prior
written consent of such Buyer. If a Buyer has, or believes it has, received any such material, non-public information regarding
the Company or any of its Subsidiaries from the Company, any of its Subsidiaries or any of their respective officers, directors,
employees, affiliates or agents, it may provide the Company with written notice thereof. The Company shall, within two (2) Trading
Days of receipt of such notice, make public disclosure of such material, non-public information. In the event of a breach of the
foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees,
affiliates and agents, in addition to any other remedy provided herein or in the Transaction Documents, a Buyer shall have the
right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public
information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors,
employees, affiliates or agents. No Buyer shall have any liability to the Company, its Subsidiaries, or any of its or their respective
officers, directors, employees, affiliates or agents for any such disclosure. To the extent that the Company delivers any material,
non-public information to a Buyer without such Buyer's consent, the Company hereby covenants and agrees that such Buyer shall
not have any duty of confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors, employees,
affiliates or agents with respect to, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors,
employees, affiliates or agents not to trade on the basis of, such material, non-public information. The Company understands and
confirms that each of the Buyers will rely on the foregoing in effecting transactions in securities of the Company. Subject to
the foregoing, neither the Company nor any of its Subsidiaries shall issue any press releases or any other public statements with
respect to the transactions contemplated hereby without the prior express written consent of each Buyer; provided, however,
that the Company shall be entitled, without such prior approval of such Buyer, to make any press release or other public disclosure
with respect to such transactions (i) in substantial conformity with the 8-K Filing and press release contemplated by this Section
4(i) and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause
(i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to
its release). Except for the Registration Statement required to be filed pursuant to the Registration Rights Agreement, without
the prior written consent of any applicable Buyer, neither the Company nor any of its Subsidiaries or affiliates shall disclose
the name of such Buyer in any filing, announcement, release or otherwise. As used herein, "Disclosure Time" means,
(i) if this Agreement is signed after 9:00 a.m. (New York City time) and before midnight (New York City time) on any Trading Day,
9:01 a.m. (New York City time) on the Trading Day immediately following the date hereof, unless otherwise instructed as to an
earlier time by the Placement Agent, or (ii) if this Agreement is signed between midnight (New York City time) and 9:00 a.m. (New
York City time) on any Trading




    	 	29	 



     


    

Day,
no later than 9:01 a.m. (New York City time) on the date hereof, unless otherwise instructed as to an earlier time by the Placement
Agent.




(j)
Corporate Existence. So long as any Buyer beneficially owns any Securities, the Company shall maintain its corporate existence
and shall not be party to any Fundamental Transaction (as defined in the Warrants) unless the Company is in compliance with the
applicable provisions governing Fundamental Transactions set forth in the Warrants.




(k)
Reservation of Shares. So long as any Buyer owns any Warrants, the Company shall take all action necessary to at all times
after the date hereof have authorized, and reserved for the purpose of issuance, no less than the Initial Required Reserved Amount
and from and after the exercise of the Series A Warrant, the number of shares of Common Stock issuable upon exercise of the Warrants
then outstanding (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants). If at
any time the number of shares of Common Stock authorized and reserved for issuance is not sufficient to meet the Initial Required
Reserved Amount or Required Reserved Amount (as applicable), the Company will promptly take all corporate action necessary to
authorize and reserve a sufficient number of shares, including, without limitation, calling a special meeting of stockholders
to authorize additional shares to meet the Company's obligations under Section 3(c), in the case of an insufficient number of
authorized shares, obtain stockholder approval of an increase in such authorized number of shares, and voting the management shares
of the Company in favor of an increase in the authorized shares of the Company to ensure that the number of authorized shares
is sufficient to meet the Required Reserved Amount.




(l)
Conduct of Business. The business of the Company and its Subsidiaries shall not be conducted in violation of any law, ordinance
or regulation of any governmental entity, including, without limitation, FCPA and other applicable Anti-Bribery Laws, OFAC regulations
and other applicable Sanctions Laws, and Anti-Money Laundering Laws.




(i)
None of the Company nor any of its Subsidiaries or affiliates, directors, officers, employees, representatives or agents shall:




(a)
conduct any business or engage in any transaction or dealing with or for the benefit of any Blocked Person, including the making
or receiving of any contribution of funds, goods or services to, from or for the benefit of any Blocked Person;




(b)
deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked or subject to blocking
pursuant to the applicable Sanctions Laws;




(c)
use any of the proceeds of the transactions contemplated by this Agreement to finance, promote or otherwise support in any manner
any illegal activity, including, without limitation, any Anti-Money Laundering Laws, Sanctions Laws, or Anti- Bribery Laws; or




(d)
violate, attempt to violate, or engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of
evading or avoiding, any of the Anti-Money Laundering Laws, Sanctions Laws, or Anti-Bribery Laws, or that would




    	 	30	 



     


    

cause
Buyers to be in violation of the Anti-Bribery Laws, Anti-Money Laundering Laws or Sanctions Laws.




(ii)
The Company shall maintain in effect and enforce policies and procedures designed to ensure compliance by it and its Subsidiaries
and their directors, officers, employees, agents representatives and affiliates with the Sanctions Laws and Anti-Bribery Laws.




(iii)
The Company will promptly notify the Buyers in writing if any of it, or any of its Subsidiaries or affiliates, directors, officers,
employees, representatives or agents, shall become a Blocked Person, or become directly or indirectly owned or controlled by a
Blocked Person.




(iv)
The Company shall provide such information and documentation as the Buyers or any of their affiliates may require to satisfy compliance
with the Anti-Money Laundering Laws, Sanctions Laws, or Anti-Bribery Laws.




(v)
The Company shall promptly notify the Buyers in writing should it become aware (a) of any changes to these covenants, or (b) if
it cannot comply with the covenants set forth herein. The Company shall also promptly notify the Buyers in writing should they
become aware of an investigation, litigation or regulatory action relating to an alleged or potential violation of the Anti-Money
Laundering Laws, Sanctions Laws, and Anti-Bribery Laws.




(vi)
The Company shall not transfer to any Subsidiary of the Company any assets, rights, liabilities, obligations or commitments of
any type whatsoever, nor shall the Company permit any Subsidiary of the Company to acquire any assets or rights, or to incur any
liabilities, obligations or commitments, of any kind.




 (m) Additional Issuances of Securities.






(i)
For purposes of this Section 4(m), the following definitions shall apply.




(1)
"Convertible Securities" means any stock or securities (other than Options) convertible into or
exercisable or exchangeable for Common Stock.




(2)
"Options" means any rights, warrants or options to subscribe for or purchase Common Stock or Convertible Securities.




(3)
"CommonStockEquivalents"means,collectively, Options and Convertible Securities.




(ii)
From the date hereof until the date that is ninety (90) calendar days after the earlier of (x) such time one or more Registration
Statement(s) covering the resale of all Registrable Securities has been effective and available for the re-sale of all such Registrable
Securities and (y) such time as all of the Registrable Securities may be sold without restriction or limitation pursuant to Rule
144 and without the requirement to be in compliance with Rule 144(c)(1) (the "Trigger Date"), the Company shall
not, directly or indirectly, file any registration statement with the SEC, or file any amendment or supplement thereto or cause




    	 	31	 



     


    

any
registration statement or amendment thereto to be declared effective by the SEC, or grant any registration rights to any Person
that can be exercised prior to such time as set forth above, other than pursuant to the Registration Rights Agreement. From the
date hereof until the Trigger Date, the Company shall not, (1) directly or indirectly, offer, sell, grant any option to purchase,
or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition of) any of its or its
Subsidiaries' debt, equity or equity equivalent securities, including without limitation any debt, preferred stock or other instrument
or security that is, at any time during its life and under any circumstances, convertible into or exchangeable or exercisable
for Common Stock or Common Stock Equivalents, including, without limitation, any rights, warrants or options to subscribe for
or purchase Common Stock or directly or indirectly convertible into or exchangeable or exercisable for Common Stock at a price
which varies or may vary with the market price of the Common Stock, including by way of one or more reset(s) to any fixed price
(any such offer, sale, grant, disposition or announcement being referred to as a "Subsequent Placement"), (2)
enter into, or effect a transaction under, any agreement, including, but not limited to, an equity line of credit or "at-the-market"
offering, whereby the Company may issue securities at a future determined price or (3) be party to any solicitations, negotiations
or discussions with regard to the foregoing.




(iii)
From the Trigger Date until the date that is eighteen (18) months from the Closing Date, the Company shall not, directly or indirectly,
effect any Subsequent Placement unless the Company shall have first complied with this Section 4(m)(iii).




(1)
At least five (3) Business Days prior to any proposed or intended Subsequent Placement, the Company shall deliver to each Buyer
a written notice (each such notice, a "Pre-Notice"), which Pre-Notice shall not contain any information (including,
without limitation, material, non-public information) other than: (A) if the proposed Offer Notice (as defined below) constitutes
or contains material, non-public information, a statement asking whether the Buyer is willing to accept material non-public information
or (B) if the proposed Offer Notice does not constitute or contain material, non-public information, (x) a statement that the
Company proposes or intends to effect a Subsequent Placement, (y) a statement that the statement in clause (x) above does not
constitute material, non-public information and (z) a statement informing such Buyer that it is entitled to receive an Offer Notice
(as defined below) with respect to such Subsequent Placement upon its written request. Upon the written request of a Buyer within
three (3) Business Days after the Company's delivery to such Buyer of such Pre-Notice, and only upon a written request by such
Buyer, the Company shall promptly, but no later than one


(1)
Business Day after such request, deliver to such Buyer an irrevocable written notice (the "Offer Notice") of
any proposed or intended issuance or sale or exchange (the "Offer") of the securities being offered (the "Offered
Securities") in a Subsequent Placement, which Offer Notice shall (A) identify and describe the Offered Securities,


(B)
describe the price and other terms upon which they are to be issued, sold or exchanged, and the number or amount of the Offered
Securities to be issued, sold or exchanged,


(C)
identify the Persons (if known) to which or with which the Offered Securities are to be offered, issued, sold or exchanged and
(D) offer to issue and sell to or exchange with such Buyers at least 100% of the Offered Securities, allocated among such Buyers
(x) based on such Buyer's pro rata portion of the aggregate number of Common Shares purchased hereunder (the "Basic Amount"),
and (y) with respect to each Buyer that elects to purchase




    	 	32	 



     


    

its
Basic Amount, any additional portion of the Offered Securities attributable to the Basic Amounts of other Buyers as such Buyer
shall indicate it will purchase or acquire should the other Buyers subscribe for less than their Basic Amounts (the "Undersubscription
Amount"), which process shall be repeated until the Buyers shall have an opportunity to subscribe for any remaining Undersubscription
Amount.




(2)
To accept an Offer, in whole or in part, such Buyer must deliver a written notice to the Company prior to the end of the third
(3rd) Business Day after such Buyer's receipt of the Offer Notice (the "Offer Period"), setting forth the portion
of such Buyer's Basic Amount that such Buyer elects to purchase and, if such Buyer shall elect to purchase all of its Basic Amount,
the Undersubscription Amount, if any, that such Buyer elects to purchase (in either case, the "Notice of Acceptance").
If the Basic Amounts subscribed for by all Buyers are less than the total of all of the Basic Amounts, then each Buyer who has
set forth an Undersubscription Amount in its Notice of Acceptance shall be entitled to purchase, in addition to the Basic Amounts
subscribed for, the Undersubscription Amount it has subscribed for; provided, however, that if the Undersubscription
Amounts subscribed for exceed the difference between the total of all the Basic Amounts and the Basic Amounts subscribed for (the
"Available Undersubscription Amount"), each Buyer who has subscribed for any Undersubscription Amount shall be
entitled to purchase only that portion of the Available Undersubscription Amount as the Basic Amount of such Buyer bears to the
total Basic Amounts of all Buyers that have subscribed for Undersubscription Amounts, subject to rounding by the Company to the
extent its deems reasonably necessary. Notwithstanding anything to the contrary contained herein, if the Company desires to modify
or amend the terms and conditions of the Offer prior to the expiration of the Offer Period, the Company may deliver to the Buyers
a new Offer Notice and the Offer Period shall expire on the third (3rd) Business Day after such Buyer's receipt of such new Offer
Notice.




(3)
The Company shall have ten (10) Business Days from the expiration of the Offer Period above (A) to offer, issue, sell or exchange
all or any part of such Offered Securities as to which a Notice of Acceptance has not been given by the Buyers (the "Refused
Securities") pursuant to a definitive agreement (the "Subsequent Placement Agreement") but only upon
terms and conditions (including, without limitation, unit prices and interest rates) that are not more favorable to the acquiring
Person or Persons or less favorable to the Company than those set forth in the Offer Notice and


(B)
to publicly announce (I) the execution of such Subsequent Placement Agreement, and


(II)
either (x) the consummation of the transactions contemplated by such Subsequent Placement Agreement or (y) the termination of
such Subsequent Placement Agreement, in each case, which shall be filed with the SEC on a Current Report on Form 8-K with such
Subsequent Placement Agreement and any documents contemplated therein filed as exhibits thereto.




(4)
In the event the Company shall propose to sell less than all the Refused Securities (any such sale to be in the manner and on
the terms specified in Section 4(m)(iii)(3) above), then each Buyer may, at its sole option and in its sole discretion, reduce
the number or amount of the Offered Securities specified in its Notice of Acceptance to an amount that shall be not less than
the number or amount of the Offered Securities that such




    	 	33	 



     


    

Buyer
elected to purchase pursuant to Section 4(m)(iii)(2) above multiplied by a fraction,


(A)
the numerator of which shall be the number or amount of Offered Securities the Company actually proposes to issue, sell or exchange
(including Offered Securities to be issued or sold to Buyers pursuant to Section 4(m)(iii)(3) above prior to such reduction) and


(B)
the denominator of which shall be the original amount of the Offered Securities. In the event that any Buyer so elects to reduce
the number or amount of Offered Securities specified in its Notice of Acceptance, the Company may not issue, sell or exchange
more than the reduced number or amount of the Offered Securities unless and until such securities have again been offered to the
Buyers in accordance with Section 4(m)(iii)(1) above.




(5)
Upon the closing of the issuance, sale or exchange of all or less than all of the Refused Securities, the Buyers shall acquire
from the Company, and the Company shall issue to the Buyers, the number or amount of Offered Securities specified in the Notices
of Acceptance, as may be reduced pursuant to Section 4(m)(iii)(4) above if the Buyers have so elected, upon the terms and conditions
specified in the Offer. The purchase by the Buyers of any Offered Securities is subject in all cases to the preparation, execution
and delivery by the Company and the Buyers of a purchase agreement relating to such Offered Securities reasonably satisfactory
in form and substance to the Buyers and their respective counsel.




(6)
Any Offered Securities not acquired by the Buyers or other persons in accordance with Section 4(m)(iii)(3) above may not be issued,
sold or exchanged until they are again offered to the Buyers under the procedures specified in this Agreement.




(7)
The Company and the Buyers agree that if any Buyer elects to participate in the Offer, (A) neither the Subsequent Placement Agreement
with respect to such Offer nor any other transaction documents related thereto (collectively, the "Subsequent Placement
Documents") shall include any term or provisions whereby any Buyer shall be required to agree to any restrictions in
trading as to any securities of the Company owned by such Buyer prior to such Subsequent Placement, and (B) any registration rights
set forth in such Subsequent Placement Documents shall be similar in all material respects to the registration rights contained
in the Registration Rights Agreement.




(8)
Notwithstanding anything to the contrary in this Section 4(m) and unless otherwise agreed to by the Buyers, the Company shall
either confirm in writing to the Buyers that the transaction with respect to the Subsequent Placement has been abandoned or shall
publicly disclose its intention to issue the Offered Securities, in either case in such a manner such that the Buyers will not
be in possession of material non-public information, by the fifteenth (15th) Business Day following delivery of the Offer Notice.
If by the fifteenth (15th) Business Day following delivery of the Offer Notice no public disclosure regarding a transaction with
respect to the Offered Securities has been made, and no notice regarding the abandonment of such transaction has been received
by the Buyers, such transaction shall be deemed to have been abandoned and the Buyers shall not be deemed to be in possession
of any material, non-public information with respect to the




    	 	34	 



     


    

Company.
Should the Company decide to pursue such transaction with respect to the Offered Securities, the Company shall provide each Buyer
with another Offer Notice and each Buyer will again have the right of participation set forth in this Section 4(m)(iii). The Company
shall not be permitted to deliver more than one such Offer Notice to the Buyers in any 60 day period.




(iv)
The restrictions contained in subsections (ii) and (iii) of this Section 4(m) shall not apply in connection with the issuance
of any Excluded Securities (as defined in the Warrants).




(v)
Notwithstanding anything herein to the contrary, (i) the Buyers' right of participation in accordance with Section 4(m)(iii) shall
not be applicable to the filing of any registration statement on Form S-1 filed by NuGenerex Immuno-Oncology, Inc. with respect
to the offer and sale of securities by NuGenerex Immuno-Oncology, Inc. and (ii) the Buyers' right of participation in accordance
with Section 4(m)(iii) 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 no Buyer shall be disproportionately adversely treated compared
to any other Buyer or any third party participating in the Company's offering of the Perpetual Preferred Shares.




(n)
Public Information. At any time during the period commencing from the six (6) month anniversary of the Closing Date and
ending at such time that all of the Securities, if a registration statement is not available for the resale of all of the Securities,
may be sold without restriction or limitation pursuant to Rule 144 and without the requirement to be in compliance with Rule 144(c)(1),
if the Company shall (i) fail for any reason to satisfy the requirements of Rule 144(c)(1), including, without limitation, the
failure to satisfy the current public information requirements under Rule 144(c) or (ii) if the Company has ever been an issuer
described in Rule 144(i)(1)(i) or becomes such an issuer in the future, and the Company shall fail to satisfy any condition set
forth in Rule 144(i)(2) (each, a "Public Information Failure") then, as partial relief for the damages to any
holder of Securities by reason of any such delay in or reduction of its ability to sell the Securities (which remedy shall not
be exclusive of any other remedies available at law or in equity), the Company shall pay to each such holder an amount in cash
equal to two percent (2.0%) of the aggregate Purchase Price of such holder's Securities on the day of a Public Information Failure
and on every thirtieth day (prorated for periods totaling less than thirty days) thereafter until the earlier of (i) the date
such Public Information Failure is cured and (ii) such time that such Public Information Failure no longer prevents a holder of
Securities from selling such Securities pursuant to Rule 144 without any restrictions or limitations. The payments to which a
holder shall be entitled pursuant to this Section 4(n) are referred to herein as "Public Information Failure Payments."
Public Information Failure Payments shall be paid on the earlier of (I) the last day of the calendar month during which such Public
Information Failure Payments are incurred and (II) the third Business Day after the event or failure giving rise to the Public
Information Failure Payments is cured. In the event the Company fails to make Public Information Failure Payments in a timely
manner, such Public Information Failure Payments shall bear interest at the rate of 1.5% per month (prorated for partial months)
until paid in full.




    	 	35	 



     


    

(o)
Lock-Up. The Company shall not amend, modify, waive or terminate any provision of any of the Lock-Up Agreements except
to extend the term of the lock-up period and shall enforce the provisions of each Lock-Up Agreement in accordance with its terms.
If any officer or director that is a party to a Lock-Up Agreement breaches any provision of a Lock-Up Agreement, the Company shall
promptly use its best efforts to seek specific performance of the terms of such Lock-Up Agreement.




(p)
Notice of Disqualification Events. The Company will notify the Buyers in writing, prior to the Closing Date of (i) any
Disqualification Event relating to any Issuer Covered Person and (ii) any event that would, with the passage of time, become a
Disqualification Event relating to any Issuer Covered Person.




(q)
FAST Compliance. While any Warrants are outstanding, the Company shall maintain a transfer agent that participates in the
DTC Fast Automated Securities Transfer Program.




(r)
Variable Securities. While any Warrants remain outstanding, the Company and its Subsidiaries shall be prohibited from effecting
or entering into an agreement to effect any Subsequent Placement involving a Variable Rate Transaction. "Variable Rate Transaction"
means a transaction in which the Company or any of its Subsidiaries (i) issues or sells any Convertible Securities either (A)
at a conversion, exercise or exchange rate or other price that is based upon and/or varies with the trading prices of or quotations
for the shares Common Stock at any time after the initial issuance of such Convertible Securities, or (B) with a conversion, exercise
or exchange price that is subject to being reset at some future date after the initial issuance of such Convertible Securities
or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the
market for the Common Stock, other than pursuant to a customary "weighted average" anti-dilution provision or (ii) enters
into any agreement (including, without limitation, an equity line of credit or an "at-the-market" offering) whereby
the Company or any of its Subsidiaries may sell securities at a future determined price (other than standard and customary "preemptive"
or "participation" rights). Each Buyer shall be entitled to obtain injunctive relief against the Company and its Subsidiaries
to preclude any such issuance, which remedy shall be in addition to any right to collect damages for an actual breach of this
Section 5(q).




(s)
No Execution of Short Positions. During the period beginning on the earlier of (x) the Registration Date (as defined in
the Series A Warrant) and (y) when Rule 144 would be available for immediate resale of the applicable Warrant Shares held by the
Holder pursuant to the Series D Warrant and ending on the earliest to occur of (x) the exercise in its entirety by such Buyer
of its Series D Warrant (y) the date set forth in clause (ii) of the definition of "End Reset Date" (as defined in the
Series D Warrant) and (z) the date of waiver by such Buyer of all future Reset Date(s), if any, pursuant to the first proviso
set forth in the definition of "Reset Date" in Section 18(mm) of the Series D Warrant, each Buyer agrees that it shall
not execute one or more sales of Common Stock that is marked as a short sale (as defined in Rule 200 of Regulation SHO under the
1934 Act) other than any short sale to which Rule 203(b)(2)(ii) applies. Notwithstanding the foregoing, for the avoidance of doubt,
nothing contained herein shall constitute a representation or warranty against, or a prohibition of, any actions with respect
to the borrowing of, arrangement to borrow, identification of the availability of, and/or




    	 	36	 



     


    

securing
of, securities of the Company in order for such Buyer (or its broker or other financial representative) to effect short sales
or similar transactions after the period set forth in the foregoing sentence.




(t)
Exercise Procedures. The Company acknowledges and agrees that (i) the form of Exercise Notice included in the Warrants
sets forth the totality of the procedures required of the Buyers in order to exercise the Warrants and (ii) no additional legal
opinion, other information or instructions shall be required of the Buyers to exercise their Warrants. Without limiting the preceding
sentences, the Company acknowledges and agrees no ink- original Exercise Notice shall be required, nor shall any medallion guarantee
(or other type of guarantee or notarization) of any Exercise Notice form be required in order to exercise the Warrants. The Company
shall honor exercises of the Warrants and shall deliver Warrant Shares in accordance with the terms, conditions and time periods
set forth in the Transaction Documents.




(u)
Equal Treatment of Buyers. No consideration (including any modification of any Transaction Document) shall be offered or
paid to any Person to amend or consent to a waiver or modification of any provision of the Transaction Documents unless the same
consideration is also offered to all of the parties to the Transaction Documents. For clarification purposes, this provision constitutes
a separate right granted to each Buyer by the Company and negotiated separately by each Buyer, and is intended for the Company
to treat the Buyers as a class and shall not in any way be construed as the Buyers acting in concert or as a group with respect
to the purchase, disposition or voting of Securities or otherwise.




(v)
Good Standing Certificate; Foreign Qualification Certificates. (i) Within five (5) calendar days of the Closing Date, the
Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company issued by the
Secretary of State of the State of Delaware, and (ii) within five (5) Business Days of the Closing Date, a certificates evidencing
NuGenerex Immuno-oncology, Inc.’s qualification as a foreign corporation and good standing issued by the Secretary of State
of the State of Florida.




(w)
Closing Documents. On or prior to fourteen (14) calendar days after the Closing Date, the Company agrees to deliver, or
cause to be delivered, to each Buyer and Schulte Roth & Zabel LLP a complete closing set of the executed Transaction Documents,
Warrants and any other documents required to be delivered to any party pursuant to Section 7 hereof or otherwise.




 5. REGISTER; TRANSFER AGENT INSTRUCTIONS.






(a)
Register. The Company shall maintain at its principal executive offices (or such other office or agency of the Company
as it may designate by notice to each holder of Securities), a register for the Warrants in which the Company shall record the
name and address of the Person in whose name the Warrants have been issued (including the name and address of each transferee)
and the number of Warrant Shares issuable upon exercise of the Warrants held by such Person. The Company shall keep the register
open and available at all times during business hours for inspection of any Buyer or its legal representatives with two (2) Business
Days' written notice.




    	 	37	 



     


    

(b)
Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent, and any subsequent
transfer agent, in the form of Exhibit G attached hereto (the "Irrevocable Transfer Agent Instructions")
to issue certificates or credit shares to the applicable balance accounts at DTC, registered in the name of each Buyer or its
respective nominee(s), for the Common Shares and the Warrant Shares issued at the Closing or upon exercise of the Warrants in
such amounts as specified from time to time by each Buyer to the Company upon exercise of the Warrants. The Company warrants that
no instruction with respect to the Securities, other than the Irrevocable Transfer Agent Instructions referred to in this Section
5(b), and stop transfer instructions to give effect to Section 2(f) hereof, will be given by the Company to its transfer agent,
and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided
in this Agreement and the other Transaction Documents. If a Buyer effects a sale, assignment or transfer of the Securities in
accordance with Section 2(f), the Company shall permit the transfer and shall promptly instruct its transfer agent to issue one
or more certificates or credit shares to the applicable balance accounts at DTC in such name and in such denominations as specified
by such Buyer to effect such sale, transfer or assignment. In the event that such sale, assignment or transfer involves the Common
Shares or the Warrant Shares sold, assigned or transferred pursuant to an effective registration statement or pursuant to Rule
144, the transfer agent shall issue such Securities to the Buyer, assignee or transferee, as the case may be, without any restrictive
legend. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to a Buyer. Accordingly,
the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5(b) will be inadequate and
agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5(b), that a Buyer shall
be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate
issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.




 6. CONDITIONS TO THE COMPANY'S OBLIGATION TO SELL.






The
obligation of the Company hereunder to issue and sell the Common Shares and the related Warrants to each Buyer at the Closing
is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions
are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer
with prior written notice thereof:




(i)
Such Buyer shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Company.




(ii)
Such Buyer shall have delivered to the Company the Purchase Price (less, in the case of the Lead Investor, the amounts withheld
pursuant to Section 4(g)), for the Common Shares and the related Warrants being purchased by such Buyer at the Closing by wire
transfer of immediately available funds pursuant to the wire instructions provided by the Company.




(iii)
The representations and warranties of such Buyer shall be true and correct as of the date when made and as of the Closing Date
as though made at that time




    	 	38	 



     


    

(except
for representations and warranties that speak as of a specific date which shall be true and correct as of such specified date),
and such Buyer shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required
by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to the Closing Date.




 7. CONDITIONS TO EACH BUYER'S OBLIGATION TO PURCHASE.






The
obligation of each Buyer hereunder to purchase the Common Shares and the related Warrants at the Closing is subject to the satisfaction,
at or before the Closing Date, of each of the following conditions, provided that these conditions are for each Buyer's sole benefit
and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof:




(i)
The Company shall have duly executed and delivered to such Buyer (A) each of the Transaction Documents, (B) the Common Shares
(allocated in such amounts as such Buyer shall request), being purchased by such Buyer at the Closing pursuant to this Agreement
as set forth opposite such Buyer's name in column (3) of the Schedule of Buyers and delivered to such Buyer a copy from the Company's
books and records evidencing such issuance in book-entry form and (C) the related Warrants (allocated in such amounts as such
Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement.




(ii)
Such Buyer and the Placement Agent shall have received the opinion of Carmel, Milazzo & Feil LLP, the Company's outside counsel,
dated as of the Closing Date, in substantially the form of Exhibit H attached hereto.




(iii)
The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of each of the Subsidiaries
in such entity's jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of
a date within ten (10) calendar days prior to the Closing Date.




(iv)
Except as set forth in Section 4(v)(ii), the Company shall have delivered to such Buyer a certificate evidencing the Company's
and each of its Subsidiaries' qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable
office) of each jurisdiction in which the Company and its Subsidiaries conduct business and is required to so qualify, as of a
date within ten (10) calendar days prior to the Closing Date.




(v)
The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation as certified by the Secretary
of State (or comparable office) of the Company's jurisdiction of formation within ten (10) calendar days prior to the Closing
Date.




(vi)
The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of the Closing
Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company's Board of Directors in a




    	 	39	 



     


    

form
reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation and (iii) the Bylaws, each as in effect at the Closing,
in the form attached hereto as Exhibit I.




(vii)
The representations and warranties of the Company shall be true and correct as of the date when made and as of the Closing Date
as though made at that time (except for representations and warranties that speak as of a specific date which shall be true and
correct as of such specified date) and the Company shall have performed, satisfied and complied in all respects with the covenants,
agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at
or prior to the Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company,
dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer
in the form attached hereto as Exhibit J.




(viii)
The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, which instructions shall
have been delivered to and acknowledged in writing by the Company's transfer agent.




(ix)
Such Buyer shall have received the Company's wire instructions on Company letterhead duly executed by an authorized executive
officer of the Company.




(x)
The Company shall have delivered to such Buyer a letter from the Company's transfer agent certifying the number of shares of Common
Stock outstanding as of a date within five (5) calendar days prior to the Closing Date.




(xi)
The Company shall have delivered to each Buyer a lock-up agreement in the form attached hereto as Exhibit K executed and
delivered by each of the Persons listed on Schedule 7(xi) (collectively, the "Lock-Up Agreements").




(xii)
The Common Stock (I) shall be designated for quotation or listed on the Principal Market and (II) shall not have been suspended,
as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC
or the Principal Market have been threatened, as of the Closing Date, either (A) in writing by the SEC or the Principal Market
or (B) by falling below the minimum listing maintenance requirements of the Principal Market.




(xiii)
The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the
sale of the Securities.




(xiv)
The Company shall have delivered to such Buyer such other documents relating to the transactions contemplated by this Agreement
as such Buyer or its counsel may reasonably request.




8.
TERMINATION. In the event that the Closing shall not have occurred with respect to a Buyer on or before five (5) Business
Days from the date hereof due to the Company's or such Buyer's failure to satisfy the conditions set forth in Sections 6 and 7
above (and the nonbreaching party's failure to waive such unsatisfied condition(s)), the nonbreaching party shall have the option
to terminate this Agreement with respect to such breaching party at the close of business on such




    	 	40	 



     


    

date
by delivering a written notice to that effect to each other party to this Agreement and without liability of any party to any
other party; provided, however, that if this Agreement is terminated pursuant to this Section 8, the Company shall
remain obligated to reimburse the Lead Investor or its designee(s), as applicable, for the expenses described in Section 4(g)
above.




 9. MISCELLANEOUS.






(a)
Governing Law; Jurisdiction; Jury Trial. All questions concerning the construction, validity, enforcement and interpretation
of this Agreement 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. Each party 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. 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 to such party at the address for such notices to it under this
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. EACH PARTY HEREBY IRREVOCABLY
WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION
WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. In addition to, but not in limitation of, any
other rights of a Buyer hereunder, if (a) this Agreement is placed in the hands of an attorney for collection of any indemnification
or other obligation hereunder then outstanding or enforcement or any such obligation is collected or enforced through any legal
proceeding or a Buyer otherwise takes action to collect amounts due under this Agreement or to enforce the provisions of this
Agreement or (b) there occurs any bankruptcy, reorganization, receivership of the Company or other proceedings affecting Company
creditors' rights and involving a claim under this Agreement, then the Company shall pay the costs incurred by such Buyer for
such collection, enforcement or action or in connection with such bankruptcy, reorganization, receivership or other proceeding,
including, without limitation, attorneys' fees and disbursements.




(b)
Counterparts. This Agreement may be executed in two or more identical counterparts, all of which shall be considered one
and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other
party; provided that a facsimile or .pdf signature shall be considered due execution and shall be binding upon the signatory thereto
with the same force and effect as if the signature were an original, not a facsimile or .pdf signature.




    	 	41	 



     


    

(c)
Headings. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation
of, this Agreement.




(d)
Severability. If any provision of this Agreement 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 Agreement so long as this Agreement as so modified
continues to express, without material change, the original intentions of the parties 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 parties or the practical realization of the benefits that would otherwise be conferred
upon the parties. The parties 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).




(e)
Entire Agreement; Amendments. This Agreement and the other Transaction Documents supersede all other prior oral or written
agreements between the Buyers, the Company, their affiliates and Persons acting on their behalf with respect to the matters discussed
herein, and this Agreement, the other Transaction Documents and the instruments referenced herein and therein contain the entire
understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein
or therein, neither the Company nor any Buyer makes any representation, warranty, covenant or undertaking with respect to such
matters. No provision of this Agreement may be amended other than by an instrument in writing signed by the Company and the Required
Holders, and any amendment to this Agreement made in conformity with the provisions of this Section 9(e) shall be binding on all
Buyers and holders of Securities and the Company. No provisions hereto may be waived other than by an instrument in writing signed
by the party against whom enforcement is sought. No such amendment shall be effective to the extent that it applies to less than
all of the Buyers or holders of the applicable Securities then outstanding. No consideration shall be offered or paid to any Person
to amend or consent to a waiver or modification of any provision of any of the Transaction Documents unless the same consideration
(other than the reimbursement of legal fees) also is offered to all of the parties to the Transaction Documents, holders of Common
Shares or holders of the Warrants, as the case may be. The Company has not, directly or indirectly, made any agreements with any
Buyers relating to the terms or conditions of the transactions contemplated by the Transaction Documents except as set forth in
the Transaction Documents. Without limiting the foregoing, the Company confirms that, except as set forth in this Agreement, no
Buyer has made any commitment or promise or has any other obligation to provide any financing to the Company or otherwise. As
used herein, "Required Holders" means (I) prior to the Closing Date, the Buyers entitled to purchase at the Closing
a majority of the aggregate amount of Common Shares issuable hereunder and the aggregate amount of Warrant Shares issuable under
the Warrants (without regard to any restriction or limitation on the exercise of the Warrants contained therein) and shall include
the Lead Investor and (II) on or after the Closing Date, holders of at least a majority of the aggregate amount of Securities
issued and issuable hereunder and under the Warrants held by the Buyers or successors and assigns of the Buyers pursuant to Section
9(g) (without regard to




    	 	42	 



     


    

any
restriction or limitation on the exercise of the Warrants contained therein) as of the applicable time of determination and shall
include the Lead Investor so long as the Lead Investor or any of its affiliates holds any Securities.




(f)
Notices. Any notices, consents, waivers or other communications required or permitted to be given under the terms of this
Agreement or any of the other Transaction Documents must be in writing and will be deemed to have been delivered: (i) upon receipt,
when delivered personally; (ii) upon delivery, when sent by facsimile (provided confirmation of transmission is mechanically or
electronically generated and kept on file by the sending party) or by electronic mail; (iii) upon delivery, when sent by electronic
mail (provided that the sending party does not receive an automated rejection notice); or (iv) one (1) Business Day after deposit
with an overnight courier service, in each case properly addressed to the party to receive the same. The addresses, facsimile
numbers and e-mail addresses for such communications shall be:




If
to the Company:




Generex
Biotechnology Corporation 10102 USA Today Way


Miramar,
Florida 33025


Telephone:(416)
364-2551


Attention:Joseph
Moscato; Anthony S. Crisci, Esq., CPA


E-mail:jmoscato@nugenerex.com;
acrisci@nugenerex.com With a copy (for informational purposes only) to:


 


Carmel,
Milazzo & Feil LLP


55
West 39th Street, 18th Floor New York, NY 11018 Telephone:(212) 658-0458


Facsimile:(646)
838-1314 Attention:Jeffrey Wofford, Esq. E-mail:jwofford@cmfllp.com




If
to the Transfer Agent:




Securities
Transfer Corporation 2901 N. Dallas Parkway, Suite 380


Plano,
Texas 75093


Telephone:(469)
633-0101


Facsimile:(469)
633-0088 Attention:Stephanie Zhang


E-mail:SZhang@stctransfer.com




If
to a Buyer, to its address, facsimile number and e-mail address set forth on the Schedule of Buyers, with copies to such Buyer's
representatives as set forth on the Schedule of Buyers,




    	 	43	 



     


    

With
a copy (for informational purposes only) to:




Schulte
Roth & Zabel LLP 919 Third Avenue


New
York, New York 10022 Telephone:(212) 756-2000


Facsimile:(212)
593-5955 Attention:Eleazer N. Klein, Esq.


E-mail:eleazer.klein@srz.com




or
to such other address, facsimile number and/or e-mail address and/or to the attention of such other Person as the recipient party
has specified by written notice given to each other party five


(5)
calendar days prior to the effectiveness of such change. Written confirmation of receipt


(A)
given by the recipient of such notice, consent, waiver or other communication, (B) mechanically or electronically
generated by the sender's facsimile machine or e-mail containing the time, date, recipient facsimile number and an image of
the first page of such transmission or (C) provided by an overnight courier service shall be rebuttable evidence of personal
service, receipt by facsimile or receipt from an overnight courier service in accordance with clause (i), (ii) or (iii)
above, respectively.




(g)
Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective
successors and assigns, including any purchasers of the Common Shares or the Warrants. The Company shall not assign this Agreement
or any rights or obligations hereunder without the prior written consent of the Required Holders, including by way of a Fundamental
Transaction (unless the Company is in compliance with the applicable provisions governing Fundamental Transactions set forth in
the Warrants). A Buyer may assign some or all of its rights hereunder without the consent of the Company, in which event such
assignee shall be deemed to be a Buyer hereunder with respect to such assigned rights. For the avoidance of doubt, each Buyer
may, without the consent of the Company, assign some or all of its right of participation set forth in Section 4(m)(iii) to any
other Person approved by the Required Holders, in which event such assignee shall be deemed to be a Buyer hereunder with respect
to such assigned rights, and which assignment may occur


(x)
prior to receiving an Offer Notice or (y) after receiving an Offer Notice up to the date of execution and delivery by the Company
and the Buyers of a purchase agreement relating to the Offered Securities.




(h)
No Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted
successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except that
each Indemnitee (as defined below) shall have the right to enforce the obligations of the Company with respect to Section 9(k).




(i)
Survival. Unless this Agreement is terminated under Section 8, the representations and warranties of the Buyers and the
Company contained in Sections 2 and 3, and the agreements and covenants set forth in Sections 4, 5 and 9 shall survive the Closing.
Each Buyer shall be responsible only for its own representations, warranties, agreements and covenants hereunder.




    	 	44	 



     


    

(j)
Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things,
and shall execute and deliver all such other agreements, certificates, instruments and documents, as any other party may reasonably
request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions
contemplated hereby.




(k)
Indemnification. In consideration of each Buyer's execution and delivery of the Transaction Documents and acquiring the
Securities thereunder and in addition to all of the Company's other obligations under the Transaction Documents, the Company shall
defend, protect, indemnify and hold harmless each Buyer and each other holder of the Securities and all of their stockholders,
partners, members, officers, directors, employees and direct or indirect investors and any of the foregoing Persons' agents or
other representatives (including, without limitation, those retained in connection with the transactions contemplated by this
Agreement) (collectively, the "Indemnitees") from and against any and all actions, causes of action, suits, claims,
losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith (irrespective of whether any such
Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys' fees and
disbursements (the "Indemnified Liabilities"), incurred by any Indemnitee as a result of, or arising out of,
or relating to (a) any misrepresentation or breach of any representation or warranty made by the Company in the Transaction Documents
or any other certificate, instrument or document contemplated hereby or thereby, (b) any breach of any covenant, agreement or
obligation of the Company contained in the Transaction Documents or any other certificate, instrument or document contemplated
hereby or thereby or (c) any cause of action, suit or claim brought or made against such Indemnitee by a third party (including
for these purposes a derivative action brought on behalf of the Company) and arising out of or resulting from (i) the execution,
delivery, performance or enforcement of the Transaction Documents or any other certificate, instrument or document contemplated
hereby or thereby, (ii) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds
of the issuance of the Securities, (iii) any disclosure made by such Buyer pursuant to Section 4(i), or (iv) the status of such
Buyer or holder of the Securities as an investor in the Company pursuant to the transactions contemplated by the Transaction Documents.
To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum
contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law.
Except as otherwise set forth herein, the mechanics and procedures with respect to the rights and obligations under this Section
9(k) shall be the same as those set forth in Section 6 of the Registration Rights Agreement.




(l)
No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to
express their mutual intent, and no rules of strict construction will be applied against any party.




(m)
Remedies. Each Buyer and each holder of the Securities shall have all rights and remedies set forth in the Transaction
Documents and all rights and remedies which such holders have been granted at any time under any other agreement or contract and
all of the rights which such holders have under any law. Any Person having any rights under any provision of this Agreement shall
be entitled to enforce such rights specifically (without posting




    	 	45	 



     


    

a
bond or other security), to recover damages by reason of any breach of any provision of this Agreement and to exercise all other
rights granted by law. Furthermore, the Company recognizes that in the event that it fails to perform, observe, or discharge any
or all of its obligations under the Transaction Documents, any remedy at law may prove to be inadequate relief to the Buyers.
The Company therefore agrees that the Buyers shall be entitled to seek temporary and permanent injunctive relief in any such case
without the necessity of proving actual damages and without posting a bond or other security.




(n)
Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar
provisions of) the Transaction Documents, whenever any Buyer exercises a right, election, demand or option under a Transaction
Document and the Company does not timely perform its related obligations within the periods therein provided, then such Buyer
may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand
or election in whole or in part without prejudice to its future actions and rights.




(o)
Payment Set Aside. To the extent that the Company makes a payment or payments to the Buyers hereunder or pursuant to any
of the other Transaction Documents or the Buyers enforce or exercise their rights hereunder or thereunder, and such payment or
payments or the proceeds of such enforcement or exercise or any part thereof are subsequently invalidated, declared to be fraudulent
or preferential, set aside, recovered from, disgorged by or are required to be refunded, repaid or otherwise restored to the Company,
a trustee, receiver or any other Person under any law (including, without limitation, any bankruptcy law, foreign, state or federal
law, common law or equitable cause of action), then to the extent of any such restoration the obligation or part thereof originally
intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such
enforcement or setoff had not occurred.




(p)
Independent Nature of Buyers' Obligations and Rights. The obligations of each Buyer under any Transaction Document are
several and not joint with the obligations of any other Buyer, and no Buyer shall be responsible in any way for the performance
of the obligations of any other Buyer under any Transaction Document. Nothing contained herein or in any other Transaction Document,
and no action taken by any Buyer pursuant hereto or thereto, shall be deemed to constitute the Buyers as, and the Company acknowledges
that the Buyers do not so constitute, a partnership, an association, a joint venture or any other kind of entity, or create a
presumption that the Buyers are in any way acting in concert or as a group, and the Company shall not assert any such claim with
respect to such obligations or the transactions contemplated by the Transaction Documents and the Company acknowledges that the
Buyers are not acting in concert or as a group with respect to such obligations or the transactions contemplated by the Transaction
Documents. The Company acknowledges and each Buyer confirms that it has independently participated in the negotiation of the transaction
contemplated hereby with the advice of its own counsel and advisors. Each Buyer shall be entitled to independently protect and
enforce its rights, including, without limitation, the rights arising out of this Agreement or out of any other Transaction Documents,
and it shall not be necessary for any other Buyer to be joined as an additional party in any proceeding for such purpose.




    	 	46	 



     


    

[Signature
Pages Follow]




    	 	47	 



     


    

IN
WITNESS WHEREOF, each Buyer and the Company have caused their respective signature page to this Securities Purchase Agreement
to be duly executed as of the date first written above.




COMPANY:


 


GENEREX
BIOTECHNOLOGY CORPORATION


 


By:
/s/ Joseph Moscato


Name:
Joseph Moscato


Title:
President/CEO




    	 	48	 



     


    

IN
WITNESS WHEREOF, each Buyer and the Company have caused their respective signature page to this Securities Purchase Agreement
to be duly executed as of the date first written above.


BUYERS:


 


ANSON
INVESTMENTS MASTER FUND LP


 


By:
Anson Advisors Inc., co-investment advisor to Anson Investments Master Fund LP




By : /s/
Amin Nathoo


Name: Amin Nathoo


Title:Director


 	 	Maximum Percentage to be included in the Series A
	 	Warrants:	☐ 4.99% 
	 	 	☒ 9.99%
	 	 	 
	 	Maximum Percentage to be included in the Series B
	 	Warrants:	☐ 4.99% 
	 	 	☒ 9.99%
	 	 	 
	 	Maximum Percentage to be included in the Series C
	 	Warrants:	 ☒4.99% 
	 	 	 ☐9.99% 
	 	 	 
	 	Maximum Percentage to be included in the Series D
	 	Warrants:	☐ 4.99% 
	 	 	☒ 9.99%







 


[Signature
Page to Securities Purchase Agreement]






    	 	49	 



     


    

 


IN
WITNESS WHEREOF, each Buyer and the Company have caused their respective signature page to this Securities Purchase Agreement
to be duly executed as of the date first written above.


BUYERS:





ANSON
EAST MASTER FUND LP





By:
Anson Advisors Inc., co-investment advisor to Anson East Master Fund LP





By:
/s/ Amin Nathoo



Name: Amin Nathoo


Title:Director





	 	Maximum Percentage to be included in the Series A
	 	Warrants:	☐ 4.99% 
	 	 	☒ 9.99%
	 	 	 
	 	Maximum Percentage to be included in the Series B
	 	Warrants:	☐ 4.99% 
	 	 	☒ 9.99%
	 	 	 
	 	Maximum Percentage to be included in the Series C
	 	Warrants:	 ☒4.99% 
	 	 	 ☐9.99% 
	 	 	 
	 	Maximum Percentage to be included in the Series D
	 	Warrants:	☐ 4.99% 
	 	 	☒ 9.99%


 










































[Signature
Page to Securities Purchase Agreement]




    	 	50	 



     


    

IN
WITNESS WHEREOF, each Buyer and the Company have caused their respective signature page to this Securities Purchase Agreement
to be duly executed as of the date first written above.




L1
CAPITAL GLOBAL OPPORTUNITIES MASTER FUND


 


By: /s/
David Feldman


Name:
David Feldman


Title:
Portfolio Manager










	 	Maximum Percentage to be included in the Series A
	 	Warrants:	☐ 4.99% 
	 	 	☒ 9.99%
	 	 	 
	 	Maximum Percentage to be included in the Series B
	 	Warrants:	☐ 4.99% 
	 	 	☒ 9.99%
	 	 	 
	 	Maximum Percentage to be included in the Series C
	 	Warrants:	 ☒4.99% 
	 	 	 ☐9.99% 
	 	 	 
	 	Maximum Percentage to be included in the Series D
	 	Warrants:	☐ 4.99% 
	 	 	☒ 9.99%

















































[Signature
Page to Securities Purchase Agreement]




    	 	51	 



     


    

 


SCHEDULE
OF BUYERS 


	(1)

                                                         Buyer
	(2)

                                                         Address, Facsimile Number
                                         and E-mail
	(3)

                                                                                Number
                                         of Common Shares
	(4)

                                                                               Purchase
                                         Price
	(5)

                                                                                Legal
                                         Representative’s Address, Facsimile Number and E-mail

	Anson
                                         Investments Master Fund LP
	c/o
        Anson Advisors Inc.

        155
        University Ave., Suite 207
	1,913,265	$750,000	Schulte
    Roth & Zabel LLP 919 Third Avenue
	 	Toronto,
    ON	 	 	New
    York, New York 10022
	 	CANADA
    M5H 3B7	 	 	Attention:
    Eleazer Klein, Esq.
	 	Attn:
    Amin Nathoo	 	 	Facsimile:
    (212) 593-5955
	 	Notices@ansonfunds.com	 	 	Telephone:
    (212) 756-2376
	 	 	 	 	E-mail:
    eleazer.klein@srz.com
	Anson
    East Master Fund LP	c/o
        Anson Advisors Inc.

        155
        University Ave., Suite 207
	637,755	$250,000	Schulte
    Roth & Zabel LLP 919 Third Avenue
	 	Toronto,
    ON	 	 	New
    York, New York 10022
	 	CANADA
    M5H 3B7	 	 	Attention:
    Eleazer Klein, Esq.
	 	Attn:
    Amin Nathoo	 	 	Facsimile:
    (212) 593-5955
	 	Notices@ansonfunds.com	 	 	Telephone:
    (212) 756-2376
	 	 	 	 	E-mail:
    eleazer.klein@srz.com
	L1
    Capital Global Opportunities Master Fund	1688
        Meridian Ave,

        Miami
        Beach, FL 33139, Level 7
	2,551,020	$1,000,000	 
	TOTAL	 	5,102,040	$2,000,000	 


 




    	 	52	 



     


    

EXHIBITS


 


Exhibit
A Form of Series A Warrants


Exhibit B Form of Series B Warrants


Exhibit C Form of Series C Warrants


Exhibit D Form of Series D
Warrants


Exhibit
EForm of Registration Rights Agreement


Exhibit FForm of Rule 144 Representation Letter


Exhibit
GForm of Irrevocable Transfer Agent Instructions


Exhibit HForm of Opinion of Company's Counsel


Exhibit
IForm of Secretary's Certificate


Exhibit JForm of Officer's Certificate


Exhibit KForm of Lock-Up Agreement




    	 	53