May
26, 2020


Via
Electronic Mail


 


Generex
Biotechnology Corporation


10102
USA Today Way


Miramar,
FL 33025


Attention:
Joseph Moscato, Chairman & CEO


 


Re:Retainer
for Legal Representation


 


Dear
Mr. Moscato:


 


Reference
is made to our letters dated December 5, 2019 (the “December 2019 Retainer”), pursuant to which you engaged
Carmel, Milazzo & Feil LLP (the “Firm”) to represent your subsidiary, NuGenerex Immuno-Oncology, Inc, in
connection with, among other things, the preparation and filing of an S-1 Registration Statement (the “NuGenerex S-1
Registration Statement”) and March 18, 2020 (the “March 2020 Retainer” and together with the December
2019 Retainer, the “Retainers”), pursuant to which you engaged us to represent you in connection with, among
other things, the preparation and filing of a registration statement on Form S-1 (the “Generex S-1 Registration Statement”).
This letter consolidates, revises and supersedes the terms of our engagement under the Retainers and provides for the payment
of our fees for legal work we have already performed under the Retainers and for legal work to be performed under this letter.


 


This
letter sets forth our understanding whereby Generex Biotechnology Corporation (“Generex” or the “Company”
or “you”) has engaged Carmel, Milazzo & Feil LLP (the “Firm”) to represent (i) the Company
in connection with (a) the preparation and filing with the Securities and Exchange Commission (the “SEC”) of
a registration statement on Form S-1 (the “Generex S-1 Registration Statement”) for the registration of preferred
stock and warrants; (b) the preparation of transaction documents and the legal work required to authorize preferred stock (the
“Financing”); and (c) the preparation and filing of an application to quote its securities on a national exchange
(all of the matters described in clause (i), the “Generex Matters”) and (ii) NuGenerex Immuno-Oncology, Inc.,
a subsidiary of the Company (“NGIO”) , in connection with (a) the preparation and filing of a registration
statement on Form 10 (the “Form 10 Registration Statement”) for the registration of its common stock under
Section 12(g) of the Securities Act of 1933; (b) the preparation and filing with the SEC of a registration statement on Form S-1
(the “NGIO S-1 Registration Statement”) for the registration of common stock; and (c) the preparation and filing
of an application to quote its securities on a national exchange (all of the matters described in clause (ii), the “NGIO
Matters” and together with the Generex Matters, the “Matters”).


 


We
will accept payment for the legal services previously performed underthe Retainers for a flat fee of 120,000 shares of the
Company’s common stock (the “Shares”) with piggyback registration rights for all of the Shares in any registration
statement filed by the Company that is declared effective after the date hereof and $50,000 in cash. With respect to our fees
for work that has not yet been performed on the Generex Matters, we will bill you at our hourly rates for all work performed after
the filing of the Generex S-1 Registration Statement. With respect to our fees for work that has not yet been performed on the
NGIO Matters, we will bill you at our hourly rates for all work performed after the filing of Amendment No. 1 to the Form 10 Registration
Statement. The fees shall be payable as follows: (a) As payment for work previously performed by the Firm under the Retainers,
the Company shall (i) issue the Shares to the Firm upon the execution of this letter or as soon as practicable thereafter and
(ii) pay the Firm $50,000 in cash upon the earlier of (x) the closing of the Company’s or NGIO’s next financing, whichever
is first and without regard to what firm represents the Company or NGIO in such financing or (y) six months from the date of this
letter and (b) As payment for legal work on the Matters which has not yet been performed, (i) at the closing of the financing
related to the NGIO S-1 Registration Statement, a cash amount equal to any unpaid hours billed at our hourly rates relating to
all NGIO Matters that occurred after the filing of Amendment No.1 to the Form 10 Registration Statement and all Generex Matters
that occurred after the initial filing of the Generex S-1 Registration Statement and (ii) at the closing of the financing related
to the Generex S-1 Registration Statement, a cash amount equal to any unpaid hours billed at our hourly rates relating to all
NGIO Matters that occurred after the filing of Amendment No.1 to the Form 10 Registration Statement and all Generex Matters that
occurred after the initial filing of the Generex S-1 Registration Statement. We reserve the right to increase such estimated fee
cap should we encounter any unexpected complications, delays or hurdles or should the scope of our representation be increased.
Such additional fees will be discussed with the Company before they are incurred.


 


At
your request, we may also undertake to represent the Company with respect to other ongoing and new matters ("New Matters"),
including financings, acquisitions or general corporate matters. We will discuss such New Matters with you before work is commenced
by us. Such New Matters will be billed to you at either our hourly rate or at a fixed project rate or monthly rate to be agreed
to in advance of such work being performed.


 


For
any New Matters which are billed on the basis of hourly fees, we shall keep records of the time we expend on your case and will
bill you for this time on a monthly basis. The Company will receive a monthly statement, detailing the services performed. We
assign hourly rates for each member of our legal staff based upon years of experience, specialization and level of professional
attainment. The rates per hour of those persons who are expected to work on your matters are $175.00 per hour for paralegals,
$400.00 to $500.00 per hour for associates and $500.00 to $600.00 for partners. All charges will be made in units of one-tenth
(1/10) of an hour, with a minimum charge of one-tenth of an hour and will be applied to every activity performed on the Company’s
behalf.


 


We
will consult with the Company on all major decisions and will attempt to keep the Company fully informed of the status of the
preparation of documents, if any, as well as our recommended strategies. The Company should feel free to call at any time with
any questions or wish to discuss any aspect of the Matter.


 


The
fees set forth above do not include out-of-pocket and incidental costs and expenses such, filing fees, travel, computer research
fees, messenger charges, court costs and the like. The Company agrees to pay all expenses advanced by the firm on a monthly basis
and to provide expenses in advance to the extent requested by the Firm.


 


In
order to avoid potential restrictions on the Firm’s representation of clientele, we routinely request from clients a waiver,
in advance, that the Firm will not be disqualified from representing interests that may become adverse to the Company with regard
to matters that are not substantially related to the matter for which we have been engaged by the Company. This waiver is not
intended to and does not permit the Firm to represent any interests that may be directly adverse to the Company that involve matters
substantially related to the services for which the Company retained the Firm. Such waiver does not result in any waiver of the
protections that are afforded to the Company with regard to attorney-client communications with the Firm. Such communications
will remain confidential and will not be disclosed to any third party without consent. Accordingly, you agree that you will not
object to the Firm’s representation of other clients on the basis of your retention of the Firm, unless such other representation
would involve the Firm representing an interest that is directly adverse to you or a matter substantially related to the Matter,
subject to the exception as noted above.


 


The
nature of the Firm’s practice is such that the Firm may from time to time represent one client in a matter while also representing
that client’s adversary in another unrelated matter. Such concurrent representation is undertaken only if it is the Firm’s
professional judgment that the Firm can engage in such representations in an impartial manner and without any adverse effect in
the respective representations of either client. Accordingly, you agree that you do not consider any such concurrent representation
in unrelated matters to be inappropriate and consents to any such present or future concurrent representations. In certain circumstances,
such as where a company’s founders or officers are not individually represented by counsel, we may also ask for informed
consents and waivers by such persons of the opportunity to engage separate counsel on their behalf. In such cases, we encourage
the founders and officers to discuss such consents and waiver with counsel of their choice, as is their right, including the authorized
Company officer who executes this engagement letter for Company.


 


This
Agreement shall be governed by the laws of the State of New York and venue for any controversy or claim arising out of or relating
to this Agreement shall be in New York County, New York. In the event that a controversy or claim arises out of or relates to
this Agreement, then it is agreed understood that same shall be determined in accordance with the laws of the State of New York
and by a court of competent jurisdiction in the County of New York. If there is a fee dispute, you may be entitled to have the
dispute resolved through arbitration, pursuant to Part 137 of the Rules of the Chief Administrator of the Courts of the State
of New York.


 









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You
acknowledge receipt of the Statement of Client’s Rights and the Statement of Client’s Responsibilities, which we have
reviewed with you. In addition, the individual(s) signing this Agreement on behalf of the Company personally guarantees payment
of all fees and costs to the Firm.


 


If
this arrangement meets with your approval, please sign the enclosed copy of this letter and return it to us. Naturally, if you
have any questions, please feel free to contact us at any time.


 


Very
truly yours,


 


CARMEL,
MILAZZO & FEIL LLP


 


 


/s/
Jeffrey Wofford


 


Agreed
and Accepted this


26th
day of May 2020


 


GENEREX
BIOTECHNOLGY CORPORATION


 


 


By:
/s/ Joseph Moscato


Joseph Moscato


Chief Executive Officer


 


Wiring
Instructions:


Signature
Bank


565
Fifth Avenue


New
York, New York 10017


 


Routing
#: 026013576


Account
#: 1502765147


Account
Title: Carmel, Milazzo & Feil LLP


 



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Statement
of Client’s Responsibilities


 


1.
The client is expected to treat the lawyer and the lawyer’s staff with courtesy and


consideration.


 


2.
The client’s relationship with the lawyer should be one of complete candor and the client


should
apprise the lawyer of all facts or circumstances of the matter being handled by the


lawyer
even if the client believes that those facts may be detrimental to the client’s cause


or
unflattering to the client.


 


3.
The client must honor the fee arrangement as agreed to with the lawyer to the extent


required
by law.


 


4.
All bills tendered to the client for services rendered pursuant to the agreed upon


arrangement
regarding fees and expenses should be paid when due.


 


5.
A client who discharges the attorney and terminates the attorney-client relationship must


nevertheless
honor financial commitments under the agreed to arrangement regarding


fees
and expenses to the extent required by law.


 


6.
Although the client should expect that his or her letters, telephone calls, emails, faxes,


and
other communications to the lawyer will be answered within a reasonable time, the


client
should recognize that the lawyer has other clients who may be equally deserving of


the
lawyer’s time and attention.


 


7.
The client should maintain contact with the lawyer, promptly notify the lawyer of any


change
in telephone number, address, email, or other electronic contact information, and


respond
promptly to a request by the lawyer for information and cooperation.


 


8.
The client must realize that the lawyer is required to respect only legitimate objectives of


the
client and that the lawyer will not advocate or propose positions that are


unprofessional
or contrary to law or the New York Rules of Professional Conduct.


 


9.
The lawyer may decline to accept a matter if the lawyer has previous personal or


professional
commitments that will prohibit the lawyer from devoting adequate time to


representing
the client competently and diligently.


 


10.
A lawyer is under no obligation to accept a client if the lawyer determines that the cause


of
the client is without merit, a conflict of interest would exist or a suitable working


relationship
with the client is not likely.





 






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Statement
of Client’s Rights


 


1.
You are entitled to be treated with courtesy and consideration at all times by your lawyer


and
the other lawyers and non-lawyer personnel in your lawyer’s office.


 


2.
You are entitled to have your attorney handle your legal matter competently and


diligently,
in accordance with the highest standards of the profession. If you are not


satisfied
with how your matter is being handled, you have the right to discharge your


attorney
and terminate the attorney-client relationship at any time. (Court approval may


be
required in some matters, and your attorney may have a claim against you for the


value
of services rendered to you up to the point of discharge.)


 


3.
You are entitled to your lawyer's independent professional judgment and undivided


loyalty
uncompromised by conflicts of interest.


 


4.
You are entitled to be charged reasonable fees and expenses and to have your lawyer


explain
before or within a reasonable time after commencement of the representation how


the
fees and expenses will be computed and the manner and frequency of billing. You are


entitled
to request and receive a written itemized bill from your attorney at reasonable


intervals.
You may refuse to enter into any arrangement for fees and expenses that you


find
unsatisfactory. In the event of a fee dispute, you may have the right to seek


arbitration;
your attorney will provide you with the necessary information regarding


arbitration
in the event of a fee dispute, or upon your request.


 


5.
You are entitled to have your questions and concerns addressed promptly and to receive a


prompt
reply to your letters, telephone calls, emails, faxes, and other communications.


 


6.
You are entitled to be kept reasonably informed as to the status of your matter and are


entitled
to have your attorney promptly comply with your reasonable requests for


information,
including your requests for copies of papers relevant to the matter. You are


entitled
to sufficient information to allow you to participate meaningfully in the


development
of your matter and make informed decisions regarding the representation.


 


7.
You are entitled to have your legitimate objectives respected by your attorney. In


particular,
the decision of whether to settle your matter is yours and not your lawyer’s.


(Court
approval of a settlement is required in some matters.)


 


8.
You have the right to privacy in your communications with your lawyer and to have your


confidential
information preserved by your lawyer to the extent required by law.


 


9.
You are entitled to have your attorney conduct himself or herself ethically in accordance


with
the New York Rules of Professional Conduct.


 


10.
You may not be refused representation on the basis of race, creed, color, religion, sex,


sexual
orientation, age, national origin or disability.






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