SECURITIES
PURCHASE AGREEMENT


 


This
Securities Purchase Agreement (this “Agreement”) is dated as of March ___, 2017, between Generex Biotechnology
Corporation, a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto
(each, including its successors and permitted assigns, a “Purchaser” and collectively, the “Purchasers”).


WHEREAS,
subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securities Act of 1933,
as amended (the “Securities Act”), and Rule 506 promulgated thereunder, the Company desires to issue and sell
to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company, securities of the Company
as more fully described in this Agreement (the “Offering”).


NOW,
THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows:


ARTICLE
I. 


DEFINITIONS


1.1             
Definitions. In addition to the terms defined elsewhere in this Agreement: (a) capitalized terms that are not otherwise
defined herein have the meanings given to such terms in the Notes (as defined herein), and (b) the following terms have the meanings
set forth in this Section 1.1:


“Acquiring
Person” shall have the meaning ascribed to such term in Section 4.7.


“Action”
shall have the meaning ascribed to such term in Section 3.1(j).


“Affiliate”
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common
control with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.


“Board
of Directors” means the board of directors of the Company.


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


“Closing”
means the closing of the purchase and sale of the Securities pursuant to Section 2.1.


“Closing
Date” means the Business Day on which all of the Transaction Documents have been executed and delivered by the applicable
parties thereto, and all conditions precedent to (i) the Purchasers’ obligation to pay the Subscription Amount at such Closing,
and (ii) the Company’s obligations to deliver the Securities to be issued and sold at such Closing, in each case, have been
satisfied or waived, but in no event later than March 10, 2017. The Closing Date may occur prior to the date funds are released
and will occur as of the date the conditions to Closing have been satisfied or waived.


“Commission”
means the United States Securities and Exchange Commission.






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“Common
Stock” means the common stock of the Company, par value $0.001 per share, and any other class of securities into which
such securities may hereafter be reclassified or changed.


“Common
Stock Equivalents” means any securities of the Company or any Subsidiary which would entitle the holder thereof to acquire
at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument
that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive,
Common Stock.


“Company
Counsel” means, Eckert Seamans Cherin & Mellott, LLC, 2 Liberty Place, 50 S. 16th Street, 22nd
Floor, Philadelphia, PA 19102, Attn: Gary A. Miller, Esq., Fax: [RC].


“Conversion
Price” shall have the meaning ascribed to such term in the Notes.


“Disclosure
Schedules” means the Disclosure Schedules of the Company delivered concurrently herewith.


“Disqualification
Event” shall have the meaning ascribed to such term in Section 3.1(oo).


“Effective
Date” means the earliest of the date that (a) a registration statement has been declared effective by the Commission
with respect to all of the Underlying Shares, or (b) (i) all of the Underlying Shares have been sold pursuant to Rule 144, or
(ii) may be sold by the holders thereof pursuant to Rule 144 without the requirement for the Company to be in compliance with
the current public information requirements of Rule 144 and without volume or manner-of-sale restrictions, and (c) Company counsel
has delivered to the Transfer Agent and Purchasers a standing written unqualified opinion that resales may then be made by such
holders of the Underlying Shares pursuant to an effective registration statement or the exemption described in (b)(ii) above,
which opinion shall be in form and substance acceptable to such Purchasers.


“Equity
Line of Credit” shall have the meaning ascribed to such term in Section 4.13.


“Evaluation
Date” shall have the meaning ascribed to such term in Section 3.1(r).


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


“Exempt
Issuance” means the issuance of (a) shares of Common Stock and options to officers, directors, or employees of the Company,
prior to and after the Closing Date up to the amounts and on the terms set forth on Schedule 3.1(g) consistent with past
practices pursuant to the Stock Option Plan, (b) securities upon the exercise or exchange of or conversion of any Securities issued
hereunder (subject to adjustment for forward and reverse stock splits and the like that occur after the date hereof) and except
as described below, other securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding
on the date of this Agreement, provided that such securities and any term thereof have not been amended since the date of this
Agreement to increase the number of such securities or to decrease the issue price, exercise price, exchange price or conversion
price of such securities and which securities and the principal terms thereof are set forth on Schedule 3.1(g), and described
in the SEC Reports filed not later than five (5) days before the Closing Date, (c) securities issued pursuant to acquisitions
or strategic transactions approved by a majority of the disinterested directors of the Company, provided that any such issuance
shall only be to a Person (or to the equity holders of a Person) which is, itself or through its subsidiaries, an operating company
or an owner of an asset in a






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business
synergistic with the business of the Company and shall be intended to provide to the Company substantial additional benefits in
addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily
for the purpose of raising capital or to an entity whose primary business is investing in securities, (d) as set forth on Schedule
3.1(g), and (e) securities issued or issuable to the Purchasers and their assigns pursuant to this Agreement, the Notes and
other Transaction Documents including without limitation, Section 4.17 and Section 4.23 herein, or upon exercise or conversion
of any such securities.


“FCPA”
means the Foreign Corrupt Practices Act of 1977, as amended.


“FDA”
shall have the meaning ascribed to such term in Section 3.1(nn).


 


“FDA
Product” shall have the meaning ascribed to such term in Section 3.1(nn).


 


“Form
8-K” shall have the meaning ascribed to such term in Section 4.6.


 


“GAAP”
shall have the meaning ascribed to such term in Section 3.1(h).


 


“G&M”
shall mean Grushko & Mittman, P.C., with offices located at 515 Rockaway Avenue, Valley Stream, New York 11581, Fax: 212-697-3575.


“Indebtedness”
shall have the meaning ascribed to such term in Section 3.1(z).


“Intellectual
Property Rights” shall have the meaning ascribed to such term in Section 3.1(o).


“Issuer
Covered Person” shall have the meaning ascribed to such term in Section 3.1(oo).


“Legend
Removal Date” shall have the meaning ascribed to such term in Section 4.1(d).


“Letter
of Intent” shall have the meaning ascribed to such term in Section 2.2(a)(vi).


“Liens”
means a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.


“Listing
Default” shall have the meaning ascribed to such term in Section 4.11(c).


“Material
Adverse Effect” shall have the meaning assigned to such term in Section 3.1(b).


“Material
Permits” shall have the meaning ascribed to such term in Section 3.1(m).


“Maximum
Rate” shall have the meaning ascribed to such term in Section 5.17.


“Money
Laundering Laws” shall have the meaning ascribed to such term in Section 3.1(gg).


“Notes”
means the senior secured convertible notes issuable pursuant to this Agreement, in the form of Exhibit A hereto.


“OFAC”
shall have the meaning ascribed to such term in Section 3.1(ii).






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“On
Demand Promissory Note” shall have the meaning ascribed to such term in Section 2.1.


“Participation
Maximum” shall have the meaning ascribed to such term in Section 4.17(a).


“Permitted
Indebtedness” means (a) any liabilities for borrowed money or amounts owed not in excess of $100,000 in the aggregate
(other than trade accounts payable incurred in the ordinary course of business), (b) all guaranties, endorsements and other
contingent obligations in respect of indebtedness of others, whether or not the same are or should be reflected in the Company’s
consolidated balance sheet (or the notes thereto) not affecting more than $100,000 in the aggregate, except guaranties
by endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business;
(c) the present value of any lease payments not in excess of $100,000 due under leases required to be capitalized in accordance
with GAAP; and (d) any liabilities for borrowed money that are junior to the Note in terms of payment, security interest, priority
or rights upon default, pursuant to an intercreditor agreement acceptable to Purchasers and the holders of which are not granted
any security interest.


“Permitted
Lien” means the individual and collective reference to the following: (a) Liens for taxes, assessments and other governmental
charges or levies not yet due or Liens for taxes, assessments and other governmental charges or levies being contested in good
faith and by appropriate proceedings for which adequate reserves (in the good faith judgment of the management of the Company)
have been established in accordance with GAAP, (b) Liens imposed by law which were incurred in the ordinary course of the Company’s
business, such as carriers’, warehousemen’s and mechanics’ Liens, statutory landlords’ Liens, and other
similar Liens arising in the ordinary course of the Company’s business, and which (x) do not individually or in the aggregate
materially detract from the value of such property or assets or materially impair the use thereof in the operation of the business
of the Company and its consolidated Subsidiaries or (y) are being contested in good faith by appropriate proceedings, which proceedings
have the effect of preventing for the foreseeable future the forfeiture or sale of the property or asset subject to such Lien,
and (c) Liens in connection with Permitted Indebtedness under clauses (a) and (b) thereunder, and Liens incurred in connection
with Permitted Indebtedness under clause (c) thereunder, provided that such Liens are not secured by assets of the Company or
its Subsidiaries other than the assets so acquired or leased.


“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.


“Pre-Notice”
shall have the meaning ascribed to such term in Section 4.17(b).


“Proceeding”
means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial
proceeding, such as a deposition), whether commenced or threatened.


“Pro-Rata
Portion” shall have the meaning ascribed to such term in Section 4.17(e).


“Public
Information Failure” shall have the meaning ascribed to such term in Section 4.3(b).


“Public
Information Failure Payments” shall have the meaning ascribed to such term in Section 4.3(b).






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“Purchaser
Party” shall have the meaning ascribed to such term in Section 4.10.


“Required
Approvals” shall have the meaning ascribed to such term in Section 3.1(e).


“Required
Minimum” means, as of any date, the maximum aggregate number of shares of Common Stock then issued or potentially issuable
in the future pursuant to the Transaction Documents, including any Underlying Shares issuable upon conversion in full of all Notes,
ignoring any conversion or exercise limits set forth therein, and assuming that any previously unconverted Notes will be held
until the third anniversary of the issue date of such Notes.


“Rule
144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted
from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose
and effect as such Rule.


“SEC
Reports” shall have the meaning ascribed to such term in Section 3.1(h).


 


“Securities”
means the Notes, and the Underlying Shares.


“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


“Senior
Indebtedness” shall have the meaning ascribed to such term in Section 3.1(ll).


“Short
Sales” means “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act and all types
of direct and indirect stock pledges, forward sale contracts, options, puts, calls, swaps and similar arrangements (including
on a total return basis) whether such transactions are made through U.S. or non-U.S. broker dealers or foreign regulated brokers. 


“Stock
Option Plan” means collectively the Company’s [RC] Stock Option
Plan as described in the SEC Reports on the terms set forth in the SEC Reports.


“Subscription
Amount” means, as to each Purchaser, the aggregate amount to be paid for the Notes purchased hereunder at the Closing
as specified below such Purchaser’s name on the signature page of this Agreement and next to the heading “Subscription
Amount,” in United States dollars and in immediately available funds.


“Subsequent
Financing” shall have the meaning ascribed to such term in Section 4.17(a).


“Subsequent
Financing Notice” shall have the meaning ascribed to such term in Section 4.17(b).


“Subsidiary”
means with respect to any entity at any date, any direct or indirect corporation, limited or general partnership, limited liability
company, trust, estate, association, joint venture or other business entity of which (A) more than 50% of (i) the outstanding
capital stock having (in the absence of contingencies) ordinary voting power to elect a majority of the board of directors or
other managing body of such entity, (ii) in the case of a partnership or limited liability company, the interest in the capital
or profits of such partnership or limited liability company or (iii) in the case of a trust, estate, association, joint venture
or other entity, the beneficial interest in such trust, estate, association or other entity business is, at the time of determination,
owned or controlled directly or indirectly through one or more intermediaries, by such entity, or (B) is under the actual control
of the Company.






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“Termination
Date” shall have the meaning ascribed to such term in Section 2.1.


“Trading
Day” means a day on which the principal Trading Market is open for trading.


“Trading
Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on
the date in question: the NYSE MKT, the NASDAQ Capital Market, the NASDAQ Global Market, the NASDAQ Global Select Market, the
New York Stock Exchange, the OTC Bulletin Board, the OTCQB, the OTCQX or the OTC Pink Marketplace maintained by the OTC Markets
Group, Inc. (or any successors to any of the foregoing).


“Transaction
Documents” means this Agreement, the Notes, all exhibits and schedules thereto and hereto and any other documents or
agreements executed in connection with the transactions contemplated hereunder.


“Transfer
Agent” means Broadridge Corporate Issuer Solutions Inc., P.O. Box 1342, Brentwood, New York 11717, telephone: (877)
830-4936, and any successor transfer agent of the Company.


“Underlying
Shares” means the shares of Common Stock issued and issuable upon conversion of the Notes and issued and issuable in
lieu of the cash payment of interest on the Notes in accordance with the terms of the Notes and any other shares of Common Stock
issued or issuable to a Purchaser in connection with or pursuant to the Securities or Transaction Documents.


“Unlegended
Shares” shall have the meaning ascribed to such term in Section 4.1(d).


“Variable
Priced Equity Linked Instruments” shall have the meaning ascribed to such term in Section 4.13.


“Variable
Rate Transaction” shall have the meaning ascribed to such term in Section 4.13.


“VWAP”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then
listed or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest
preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based
on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b)  if any of the NASDAQ markets
or exchanges is not a Trading Market, the volume weighted average price of the Common Stock for such date (or the nearest preceding
date) on the OTC Bulletin Board, (c) if the Common Stock is not then listed or quoted for trading on the OTC Bulletin Board and
if prices for the Common Stock are then reported on the OTCQX, OTCQB or OTC Pink Marketplace maintained by the OTC Markets Group,
Inc. (or a similar organization or agency succeeding to its functions of reporting prices), the volume weighted average price
of the Common Stock on the first such facility (or a similar organization or agency succeeding to its functions of reporting prices),
or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected
in good faith by the Purchasers of a Majority in Interest then outstanding and reasonably acceptable to the Company, the fees
and expenses of which shall be paid by the Company.






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ARTICLE
II. 


PURCHASE
AND SALE


2.1             
Closing. On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with
the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Purchasers, severally
and not jointly, agree to purchase, an aggregate of $674,854.96 principal amount of Notes for an aggregate cash Subscription Amount
of $500,000, together with the surrender of a promissory note dated May 6, 2016 in the principal amount of $50,000 and accrued
interest (“On Demand Promissory Note”) as determined pursuant to Section 2.2(a) (such purchase and sale being
the “Closing”). Purchaser shall deliver to the Company such Purchaser’s Subscription Amount. Within thirty
(30) days of Closing, Alpha Capital Anstalt shall deliver the On Demand Promissory Note, and the Company shall deliver to the
Purchaser its respective Note as determined pursuant to Section 2.2(a), and the Company and Purchaser shall deliver the other
items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections
2.2 and 2.3, the Closing shall occur at the offices of G&M or such other location as the parties shall mutually agree. Notwithstanding
anything herein to the contrary, the Closing Date shall occur on or before March 10, 2017 (the “Termination Date”).
If the Closing is not held on or before the Termination Date, the Company shall cause all subscription documents and funds to
be returned, without interest or deduction to the Purchaser. 


2.2             
Deliveries.


(a)               
On or prior to the Closing Date, unless waived by Purchaser, the Company shall deliver or cause to be delivered to Purchaser the
following:


(i)
                this Agreement duly executed by the Company;




(ii)              
a Note with a principal amount of $674,854.96 registered in the name of such Purchaser;


(iii)            
a certificate of the Principal Executive Officer and Chief Executive Officer (each as defined in the Exchange Act) of the Company,
dated as of the Closing Date, in which such officer shall certify that the conditions set forth in Section 2.3(b) have
been fulfilled;


 


(iv)             
Secretary’s certificate containing (i) copies of the text of the resolutions by which the corporate action on the part of
the Company necessary to approve this Agreement and the other Transaction Documents and the transactions and actions contemplated
hereby and thereby, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of
Company dated as of the Closing Date certifying to the Purchasers that such resolutions were duly adopted and have not been amended
or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary
or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any
other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate
of Incorporation and bylaws in effect on the Closing Date or a reference to where same are filed on EDGAR, and (B) the certificate
evidencing the good standing of Company as of a day within five (5) Business Days prior to the Closing Date;


 


(v)               
Fully executed Guaranty and Subordination Agreement from Joseph Moscato in the form annexed hereto as Exhibit B; and






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(vi)             
Letter agreement reinstating the Letter of Intent between the Company and Emmanus Life Sciences Inc. (“Letter of Intent”)
described in a Form 8-K filed by the Company on January 16, 2017.


 


(b)               
On or prior to the Closing Date, unless waived by Company, Purchaser shall deliver or cause to be delivered to the Company the
following: 


		(i)	this
                                         Agreement duly executed by such Purchaser; and



(ii)              
such Purchaser’s Subscription Amount by wire transfer; and


(iii)            
such Purchaser’s On Demand Promissory Note.


2.3             
Closing Conditions.


(a)                  
The obligations of the Company hereunder to effect the Closing are subject to the following conditions being met:


(i)                
the accuracy in all material respects (determined without regard to any materiality, Material Adverse Effect or other similar
qualifiers therein) on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of
a specific date therein in which case they shall be accurate as of such date);


(ii)              
all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have
been performed; and


(iii)            
the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement.


(b)                  
The respective obligations of a Purchaser hereunder to effect the Closing, unless waived by such Purchaser, are subject to the
following conditions being met:


(i)                
the accuracy in all material respects (determined without regard to any materiality, Material Adverse Effect or other similar
qualifiers therein) on the Closing Date of the representations and warranties of the Company contained herein (unless as of a
specific date therein in which case they shall be accurate as of such date);


(ii)              
all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been
performed; 


(iii)            
the Company shall have received executed signature pages to this Agreement with an aggregate cash Subscription Amount of $500,000
prior to the Closing;


(iv)             
the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; 


(v)               
there shall have been no Material Adverse Effect with respect to the Company since the date hereof;



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(vi)             
from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s
principal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg
L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are
reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States
or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national
or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in
each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the
Closing; and


(vii)           
the Company shall have consummated the transaction with Emmanus Life Sciences Inc. pursuant to the unamended terms of such transaction
as disclosed in the SEC Reports unless consent of Purchaser has been obtained.


ARTICLE
III. 


REPRESENTATIONS
AND WARRANTIES


3.1             
Representations and Warranties of the Company. Except as set forth in the SEC Reports or the Disclosure Schedules, which
Disclosure Schedules shall be deemed a part hereof and shall qualify any representation made herein only to the extent of the
disclosure contained in the corresponding section of the Disclosure Schedules, the Company hereby makes the following representations
and warranties to each Purchaser:


(a)     
Subsidiaries. All of the direct and indirect subsidiaries of the Company and the Company’s ownership interests therein
are set forth in the SEC Reports. The Company owns, directly or indirectly, all of the capital stock or other equity interests
of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary
are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.


(b)     
Organization and Qualification. The Company and each Subsidiary is an entity duly incorporated or otherwise organized,
validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite
power and authority to own and use its properties and assets and to carry on its business as currently conducted. Neither the
Company nor any Subsidiary is in violation nor default of any of the provisions of its respective certificate or articles of incorporation,
bylaws or other organizational or charter documents. Each of the Company and each Subsidiary is duly qualified to conduct business
and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted
or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as
the case may be, would not reasonably be expected to result in: (i) a material adverse effect on the legality, validity or enforceability
of any Transaction Document, (ii) a material adverse effect on the results of operations, assets, business, or condition (financial
or otherwise) of the Company and each Subsidiary, taken as a whole, or (iii) a material adverse effect on the Company’s
ability to perform in any material respect on a timely basis its obligations under any Transaction Document (any of (i), (ii)
or (iii), a “Material Adverse Effect”) and, no Proceeding has been instituted in any such jurisdiction revoking,
limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.



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(c)     
Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate
the transactions contemplated by this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations
hereunder and thereunder. The execution and delivery of this Agreement and each of the other Transaction Documents by the Company
and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action
on the part of the Company and no further action is required by the Company, the Board of Directors or the Company’s stockholders
in connection herewith or therewith other than in connection with the Required Approvals. This Agreement and each other Transaction
Document to which it is a party has been (or upon delivery will have been) duly executed by the Company and, when delivered in
accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Company enforceable against
the Company in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency,
reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii)
as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii)
insofar as indemnification and contribution provisions may be limited by applicable law.


(d)     
No Conflicts. The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents,
the issuance and sale of the Securities and the consummation by it of the transactions contemplated hereby and thereby to which
it is a party do not and will not: (i) conflict with or violate any provision of the Company’s or any Subsidiary’s
certificate or articles of incorporation, bylaws or other organizational or charter documents, (ii) conflict with, or constitute
a default (or an event that with notice or lapse of time or both would become a default) under, result in the creation of any
Lien upon any of the properties or assets of the Company or any Subsidiary, or give to others any rights of termination, amendment,
acceleration, adjustment, exchange, reset, exercise or cancellation (with or without notice, lapse of time or both) of, any agreement,
credit facility, debt, equity or other instrument (evidencing Company or Subsidiary equity, debt or otherwise) or other understanding
to which the Company or any Subsidiary is a party or by which any property or asset of the Company or any Subsidiary is bound
or affected, or (iii) conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree
or other restriction of any court or governmental authority to which the Company or a Subsidiary is subject (including federal
and state securities laws and regulations), or by which any property or asset of the Company or a Subsidiary is bound or affected;
except in the case of each of clause (iii), such as would not reasonably be expected to result in a Material Adverse Effect.


(e)     
Filings, Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or order of,
give any notice to, or make any filing or registration with, any court or other federal, state, local, foreign or other governmental
authority or other Person in connection with the execution, delivery and performance by the Company of the Transaction Documents,
including prior investors and securities holders of the Company, which has not or will not have been made, given or notified prior
to the Closing Date other than: (i) the filings required pursuant to Section 4.6 and Section 4.26 of this Agreement, and (ii)
the filing of Form D with the Commission and such filings as are required to be made under applicable state securities laws. The
Company represents that no approval of any Trading Market is required for the issuance of the Securities or the Company’s
compliance with its obligations pursuant to the Transaction Documents.


(f)      
Issuance of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable
Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the
Company other than restriction on transfer arising pursuant to applicable securities laws. The Company has reserved from its duly
authorized capital stock a number of shares of Common Stock for issuance of the Underlying Shares at least equal to the Required
Minimum on the date hereof. 



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(g)     
Capitalization. The capitalization of the Company is as set forth in Schedule 3.1(g). The Company has not issued
any capital stock since its most recently filed periodic report under the Exchange Act. Except as set forth on Schedule 3.1(g),
no Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the
transactions contemplated by the Transaction Documents. Except as disclosed on Schedule 3.1(g), there are no outstanding
options, employee or incentive stock option plans, warrants, scrip rights to subscribe to, calls or commitments of any character
whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any
Person any right to subscribe for or acquire any shares of Common Stock, or contracts, commitments, understandings or arrangements
by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents.
The Company represents and warrants that there is no outstanding equity line with or any similar obligation or right to any Person.
The issuance and sale of the Securities will not obligate the Company to issue shares of Common Stock or other securities to any
Person (other than the Purchasers) and will not result in a right of any holder of Company securities to adjust the exercise,
conversion, exchange or reset price under any of such securities. All of the outstanding shares of capital stock of the Company
are duly authorized, validly issued, fully paid and nonassessable, have been issued in material compliance with all federal and
state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights
to subscribe for or purchase securities. Except as contemplated by Section 3.1(e), no further approval or authorization of any
stockholder, the Board of Directors or others is required for the issuance and sale of the Securities. There are no stockholders
agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company
is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders.


(h)     
SEC Reports; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents
required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d)
thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation
to file such material) (the foregoing materials, including registration statements and the exhibits thereto and documents incorporated
by reference therein filed not later than five (5) days prior to the date hereof, being collectively referred to herein as the
“SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any
such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all
material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports,
when filed, 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.
The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting
requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial
statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent
basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements
or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly
present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates
thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements,
to normal, immaterial, year-end audit adjustments. The Company is, and has no reason to believe that it will not in the foreseeable
future continue to be in compliance with all its reporting requirements under the Securities Act and Exchange Act.



    	 	11	 



     


    




(i)       
Material Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements
included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof: (i)
there has been no event, occurrence or development that has had or that would reasonably be expected to result in a Material Adverse
Effect, (ii) the Company has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables and
accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to
be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii)
the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of
cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its
capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate except pursuant to
the Stock Option Plan. The Company does not have pending before the Commission any request for confidential treatment of information.
Except for the issuance of the Securities contemplated by this Agreement, no event, liability, fact, circumstance, occurrence
or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries
or their respective businesses, properties, operations, assets or financial condition, that would be required to be disclosed
by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly
disclosed at least two Trading Days prior to the date that this representation is made.


(j)       
Litigation. Except as set forth in the SEC Reports, there is no action, suit, inquiry, notice of violation, proceeding
or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any
of their respective properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority
(federal, state, county, local or foreign) (collectively, an “Action”) which (i) adversely affects or challenges
the legality, validity or enforceability of any of the Transaction Documents or the Securities or (ii) could, if there were an
unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect. Except as set forth in the SEC Reports,
neither the Company nor any Subsidiary, nor any director or officer thereof, is or has been the subject of any Action involving
a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. Except as
set forth in the SEC Reports, there has not been, and to the knowledge of the Company, there is not pending or contemplated, any
investigation by the Commission involving the Company or any current or former director or officer of the Company. The Commission
has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company or
any Subsidiary under the Exchange Act or the Securities Act. 


(k)     
Labor Relations. No labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees
of the Company or any Subsidiary, which would reasonably be expected to result in a Material Adverse Effect. None of the Company’s
or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company
or such Subsidiary, and neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the
Company and its Subsidiaries believe that their relationships with their employees are good. To the knowledge of the Company,
no executive officer of the Company or any Subsidiary, is, or is now expected to be, in violation of any material term of any
employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other
contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive
officer 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 U.S. federal, state, local and foreign laws and regulations relating
to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be
in compliance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.



    	 	12	 



     


    




(l)       
Compliance. To the Company’s knowledge, except as disclosed in the SEC Report, neither the Company nor any Subsidiary:
(i) is in default under or in violation of (and no event has occurred that has not been waived that, with notice or lapse of time
or both, would result in a default by the Company or any Subsidiary under), nor has the Company or any Subsidiary received notice
of a claim that it is in default under or that it is in violation of, any indenture, loan or credit agreement or any other agreement
or instrument to which it is a party or by which it or any of its properties is bound (whether or not such default or violation
has been waived), (ii) is in violation of any judgment, decree or order of any court, arbitrator or other governmental authority
or (iii) is or has been in violation of any statute, rule, ordinance or regulation of any governmental authority, including without
limitation all foreign, federal, state and local laws relating to taxes, environmental protection, occupational health and safety,
product quality and safety and employment and labor matters, except in each case as would not reasonably be expected to result
in a Material Adverse Effect.


(m)   
Regulatory Permits. The Company and each Subsidiary possess all certificates, authorizations and permits issued by the
appropriate federal, state, local or foreign regulatory authorities necessary to conduct their respective businesses as described
in the SEC Reports, except where the failure to possess such permits would not reasonably be expected to result in a Material
Adverse Effect (“Material Permits”), and neither the Company nor any Subsidiary has received any notice of
proceedings relating to the revocation or modification of any Material Permit.


(n)     
Title to Assets. Except as disclosed in the SEC Reports, the Company and each Subsidiary have good and marketable title
in fee simple to all real property (if any) owned by them and good and marketable title in all personal property owned by them
that is material to the business of the Company and each Subsidiary, in each case free and clear of all Liens, except for Permitted
Liens and (i) Liens as do not materially affect the value of such property and do not materially interfere with the use made and
proposed to be made of such property by the Company and each Subsidiary and (ii) Liens for the payment of federal, state or other
taxes, for which appropriate reserves have been made in accordance with GAAP and, the payment of which is neither delinquent nor
subject to penalties. Any real property and facilities held under lease by the Company and each Subsidiary are held by them under
valid, subsisting and enforceable leases with which the Company and each Subsidiary are in compliance.


(o)     
Intellectual Property. All of the Company’s and Subsidiary’s material Intellectual Property Rights are disclosed
as required in the SEC Reports. 


(i)             
The term “Intellectual Property Rights” means:


		1.	the
                                         name of the Company and each Subsidiary, all fictional business names, trading names,
                                         registered and unregistered trademarks, service marks, and applications of the Company
                                         and each Subsidiary (collectively, “Marks'');



		2.	all
                                         patents and patent applications of the Company and each Subsidiary (collectively, “Patents'');



		3.	all
                                         copyrights in both published works and unpublished works of the Company and each Subsidiary
                                         (collectively, “Copyrights”);




    	 	13	 



     


    
 


		4.	all
                                         rights in mask works of the Company and each Subsidiary (collectively, “Rights
                                         in Mask Works''); and



 


		5.	all
                                         know-how, trade secrets, confidential information, customer lists, software, technical
                                         information, data, process technology, plans, drawings, and blue prints (collectively,
                                         “Trade Secrets''); owned, used, or licensed by the Company and each Subsidiary
                                         as licensee or licensor.



 


(ii)           
Agreements. Except as set forth in the SEC Reports, there are no outstanding and, to Company’s knowledge, no threatened
disputes or disagreements with respect to any agreements relating to any Intellectual Property Rights to which the Company is
a party or by which the Company is bound.


(iii)          
Know-How Necessary for the Business. Except as set forth in the SEC Reports, the Intellectual Property Rights are all those
necessary for the operation of the Company’s and Subsidiaries’ businesses as currently conducted or as represented
to the Purchaser to be conducted. Each of the Company and each Subsidiary is the owner of all right, title, and interest in and
to each of their respective Intellectual Property Rights, free and clear of all Liens, and adverse claims, and has the right to
use all of the Intellectual Property Rights. To the Company’s knowledge, no employee of the Company or any Subsidiary has
entered into any contract that restricts or limits in any way the scope or type of work in which the employee may be engaged or
requires the employee to transfer, assign, or disclose information concerning his work to anyone other than the Company or a Subsidiary.


(iv)          
Patents. Except as set forth in the SEC Reports, the Company and each Subsidiary is the owner of all right, title and interest
in and to each of the Patents, free and clear of all Liens and adverse claims. All of the issued Patents are currently in compliance
with formal legal requirements (including payment of filing, examination, and maintenance fees and proofs of working or use),
are valid and enforceable, and are not subject to any maintenance fees or taxes or actions falling due within ninety days after
the Closing Date. No Patent has been or is now involved in any interference, reissue, reexamination, or opposition proceeding.
Except as set forth in the SEC Reports, to the Company’s knowledge: (1) there is no potentially interfering patent or patent
application of any third party, and (2) no Patent is infringed or has been challenged or threatened in any way. To the Company’s
knowledge, none of the products manufactured and sold, nor any process or know-how used, by the Company or any Subsidiary infringes
or is alleged to infringe any patent or other proprietary right of any other Person.


(v)
       Trademarks. The Company and each Subsidiary is the owner of all right, title,
and interest in and to each of the Marks, free and clear of all Liens and adverse claims. All Marks that have been registered
with the United States Patent and Trademark Office are currently in compliance with all formal legal requirements (including the
timely post-registration filing of affidavits of use and incontestability and renewal applications), are valid and enforceable,
and are not subject to any maintenance fees or taxes or actions falling due within ninety days after the Closing Date. No Mark
has been or is now involved in any opposition,



    	 	14	 



     


    

 


invalidation,
or cancellation and, to the Company’s knowledge, no such action is threatened with respect to any of the Marks. To the Company’s
knowledge: (1) there is no potentially interfering trademark or trademark application of any third party, and (2) no Mark is infringed
or has been challenged or threatened in any way. To the Company’s knowledge, none of the Marks used by the Company and each
Subsidiary infringes or is alleged to infringe any trade name, trademark, or service mark of any third party.


(vi)          
Copyrights. The Company and each Subsidiary is the owner of all right, title, and interest in and to each of the Copyrights,
free and clear of all Liens and adverse claims. All the Copyrights have been registered and are currently in compliance with formal
requirements, are valid and enforceable, and are not subject to any maintenance fees or taxes or actions falling due within ninety
days after the Closing Date. To the Company’s knowledge, no Copyright is infringed or has been challenged or threatened
in any way. To the Company’s knowledge, none of the subject matter of any of the Copyrights infringes or is alleged to infringe
any copyright of any third party or is a derivative work based on the work of a third party. All works encompassed by the Copyrights
have been marked with the proper copyright notice.


(vii)           
Trade Secrets. With respect to each Trade Secret, the documentation relating to such Trade Secret is current, accurate,
and sufficient in detail and content to identify and explain it and to allow its full and proper use without reliance on the knowledge
or memory of any individual. The Company has taken all reasonable precautions to protect the secrecy, confidentiality, and value
of its Trade Secrets. The Company and each Subsidiary has good title and an absolute (but not necessarily exclusive) right to
use the Trade Secrets. The Trade Secrets are not part of the public knowledge or literature, and, to the Company’s knowledge,
have not been used, divulged, or appropriated either for the benefit of any Person (other the Company and each Subsidiary) or
to the detriment of the Company and each Subsidiary. No Trade Secret is subject to any adverse claim or has been challenged or
threatened in any way.


(p)     
Intentionally Omitted.


(q)     
Transactions With Affiliates and Employees. Except as set forth in the SEC Reports or on Schedule 3.1(g), none of
the officers or directors of the Company or any Subsidiary and, to the knowledge of the Company, none of the employees of the
Company or any Subsidiary is presently a party to any transaction with the Company or any Subsidiary (other than for services
as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of
services to or by, providing for rental of real or personal property to or from, providing for the borrowing of money from or
lending of money to or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of
the Company, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director,
trustee, stockholder, member or partner, in each case in excess of $100,000 other than for: (i) payment of salary or consulting
fees for services rendered, (ii) reimbursement for expenses incurred on behalf of the Company or any Subsidiary, and (iii) other
employee benefits, including stock option agreements under the Stock Option Plan or any other plan of the Company except as disclosed
on Schedule 3.1(g).



    	 	15	 



     


    




(r)      
Sarbanes-Oxley; Internal Accounting Controls. The Company and each Subsidiary are in material compliance with any and all
applicable requirements of the Sarbanes-Oxley Act of 2002 that are effective as of the date hereof, and any and all applicable
rules and regulations promulgated by the Commission thereunder that are effective as of the date hereof and as of the Closing
Date. The Company and each Subsidiary maintain 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 to maintain asset accountability,
(iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the
recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken
with respect to any differences. The Company and each Subsidiary have established disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and each Subsidiary and designed such disclosure controls and procedures
to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is
recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The
Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company
and each Subsidiary as of the end of the period covered by the most recently filed periodic report under the Exchange Act (such
date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange
Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their
evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the internal control over financial
reporting (as such term is defined in the Exchange Act) of the Company and its Subsidiaries that have materially affected, or
is reasonably likely to materially affect, the internal control over financial reporting of the Company and its Subsidiaries.


(s)      
Certain Fees. Except as set forth on Schedule 3.1(s), no brokerage, finder’s fees, commissions or due diligence
fees are or will be payable by the Company or any Subsidiary to any broker, financial advisor or consultant, finder, placement
agent, investment banker, bank or other Person with respect to the transactions contemplated by the Transaction Documents. The
Purchasers shall have no obligation with respect to any such fees or with respect to any claims made by or on behalf of other
Persons for fees of a type contemplated in this Section 3.1(s) that may be due in connection with the transactions contemplated
by the Transaction Documents. 


(t)       
Investment Company. The Company is not, and is not an Affiliate of, and immediately after receipt of payment for the Securities,
will not be or be an Affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940,
as amended. The Company shall conduct its business in a manner so that it will not become an “investment company”
subject to registration under the Investment Company Act of 1940, as amended.


(u)     
Registration Rights. Except as set forth in the SEC Reports or Schedule 3.1(u), no Person has any right to cause
the Company or any Subsidiary to effect the registration under the Securities Act of any securities of the Company or any Subsidiary.


(v)     
Reporting Company/Shell Company. The Company is a publicly-held company subject to reporting obligations pursuant to Sections
12(g) and 13 of the Exchange Act. Pursuant to the provisions of the Exchange Act except as set forth in the SEC Reports, the Company
has timely filed all reports and other materials required to be filed by the Company thereunder with the SEC during the twelve
months preceding the date of this Agreement. The Company has no reason to believe that it will not in the year following the Closing
continue to be in compliance with all listing and reporting requirements applicable to the Company as of the Closing Date and
thereafter. The Company is not and has never been an issuer identified on Rule 144(i)(1). 



    	 	16	 



     


    




(w)   
Application of Takeover Protections. The Company and the Board of Directors will have taken as of the Closing Date all
necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including
any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate of incorporation
(or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers
as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents,
including without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ ownership
of the Securities.


(x)     
Disclosure. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction
Documents, the Company confirms that neither it nor any other Person acting on its behalf has provided any of the Purchasers or
their agents or counsel with any information that it believes constitutes or might constitute material, non-public information.
The Company understands and confirms that the Purchasers will rely on the foregoing representation in effecting transactions in
securities of the Company. All of the disclosure furnished by or on behalf of the Company to the Purchasers regarding the Company
and its Subsidiaries, their respective businesses and the transactions contemplated hereby, including the Disclosure Schedules
to this Agreement, when taken together as a whole, 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 light of the circumstances
under which they were made, not misleading. The press releases disseminated by the Company during the twelve months preceding
the date of this Agreement taken as a whole do not 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 light of the circumstances under which
they were made and when made, not misleading. The Company acknowledges and agrees that no Purchaser makes or has made any representations
or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Section 3.2 hereof.


(y)     
No Integrated Offering. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section
3.2, neither the Company, nor any of its Affiliates, nor any Person acting on its or 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 cause the
Offering of the Securities to be integrated with prior offerings by the Company for purposes of: (i) the Securities Act which
would require the registration of any such securities under the Securities Act, or (ii) any applicable shareholder approval provisions
of any Trading Market on which any of the securities of the Company are listed or designated.


(z)     
Solvency. The Company does not intend to incur debts beyond its ability to pay such debts as they mature (taking into account
the timing and amounts of cash to be payable on or in respect of its debt). The Company has no knowledge of any facts or circumstances
which lead it to believe that it will file for reorganization or liquidation under the bankruptcy or reorganization laws of any
jurisdiction within one year from the Closing Date. The SEC Reports set forth as of the date hereof all outstanding secured and
unsecured Indebtedness of the Company or any Subsidiary, or for which the Company or any Subsidiary has commitments. For the purposes
of this Agreement, “Indebtedness” means (x) any liabilities for borrowed money or amounts owed in excess of
$250,000 in the aggregate (other than trade accounts payable incurred in the ordinary course of business), (y) all guaranties,
endorsements and other contingent obligations in respect of indebtedness of others, whether or not the same are or should be reflected
in the Company’s consolidated balance sheet (or the notes thereto), except guaranties by endorsement of negotiable instruments
for deposit or collection or similar transactions in the ordinary course of business; and (z) the present value of any lease payments
in excess of $250,000 due under leases required to be capitalized in accordance with GAAP. Neither the Company nor any Subsidiary
is in default with respect to any Indebtedness. Neither the Company nor any Subsidiary is in default with respect to any Indebtedness
except as described in the SEC Reports.



    	 	17	 



     


    




(aa)  
Tax Status. Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result
in a Material Adverse Effect and except as disclosed in the SEC Reports, the Company and its Subsidiaries each (i) has made or
filed all United States federal, state and local income and all foreign income and franchise tax returns, reports and declarations
required by any jurisdiction to which it is subject, (ii) has paid all taxes and other governmental assessments and charges that
are material in amount, shown or determined to be due on such returns, reports and declarations and (iii) has set aside on its
books provision reasonably adequate for the payment of all material 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 or of any Subsidiary know of no basis for any such claim.


(bb) 
Foreign Corrupt Practices. Neither the Company nor any Subsidiary, nor to the knowledge of the Company or any Subsidiary,
any agent or other person acting on behalf of the Company or any Subsidiary, has: (i) directly or indirectly, used any funds for
unlawful contributions, gifts, entertainment or other unlawful expenses related to foreign or domestic political activity, (ii)
made any unlawful payment to foreign or domestic government officials or employees or to any foreign or domestic political parties
or campaigns from corporate funds, (iii) failed to disclose fully any contribution made by the Company or any Subsidiary (or made
by any person acting on its behalf of which the Company is aware) which is in violation of law or (iv) violated in any material
respect any provision of FCPA.


(cc)  
Accountants and Lawyers. There are no disagreements of any kind presently existing, or reasonably anticipated by the Company
to arise, between the Company and its accountants.


(dd) 
Acknowledgment Regarding Purchasers’ Purchase of Securities. The Company acknowledges and agrees that each of the
Purchasers is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the
transactions contemplated thereby. The Company further acknowledges that no Purchaser is acting as a financial advisor or fiduciary
of the Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated thereby
and any advice given by any Purchaser or any of their respective representatives or agents in connection with the Transaction
Documents and the transactions contemplated thereby is merely incidental to the Purchasers’ purchase of the Securities.
The Company further represents to each Purchaser that the Company’s decision to enter into this Agreement and the other
Transaction Documents has been based solely on the independent evaluation of the transactions contemplated hereby by the Company
and its representatives.


(ee)  
Acknowledgment Regarding Purchaser’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary
notwithstanding (except for Sections 3.2(e) and 4.16 hereof), it is understood and acknowledged by the Company that: (i) none
of the Purchasers has been asked by the Company to agree, nor has any Purchaser agreed, 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) past or future open market or other transactions by any Purchaser, specifically
including, without limitation, Short Sales or “derivative” transactions, before or after the closing of this or future
private placement transactions, may negatively impact the market price of the Company’s publicly-traded securities, 



    	 	18	 



     


    

 


(iii)
any Purchaser, and counter-parties in “derivative” transactions to which any such Purchaser is a party, directly or
indirectly, may presently have a “short” position in the Common Stock and (iv) each Purchaser 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 (y) one or more Purchasers may engage in hedging activities at various times
during the period that the Securities are outstanding, including, without limitation, during the periods that the value of the
Underlying Shares deliverable with respect to Securities are being determined, and (z) such hedging activities (if any) could
reduce the value of the existing stockholders' equity interests in the Company at and after the time that the hedging activities
are being conducted.  The Company acknowledges that such aforementioned hedging activities do not constitute a breach of
any of the Transaction Documents. There are no disagreements of any kind 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 and the Company
is current with respect to any fees owed to its accountants and lawyers which could affect the Company’s ability to perform
any of its obligations under any of the Transaction Documents. The Company acknowledges that anything to the contrary in the Transaction
Documents notwithstanding, Purchaser may sell long any Underlying shares it anticipates receiving after conversion of any part
of a Note.


(ff)    
Regulation M Compliance.  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 in the stabilization or manipulation of the price of any security of
the Company to facilitate the sale or resale of any of the Securities, (ii) sold, bid for, purchased, or paid any compensation
for soliciting purchases of, any of the Securities, or (iii) paid or agreed to pay to any Person any compensation for soliciting
another to purchase any other securities of the Company.


(gg) 
Money Laundering. The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance
with applicable financial record-keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of
1970, as amended, applicable money laundering statutes and applicable rules and regulations thereunder (collectively, the “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 any Subsidiary with respect to the Money Laundering Laws is pending or, to the knowledge
of the Company or any Subsidiary, threatened.


(hh) 
Stock Option Plans. Each stock option and similar security granted by the Company was granted (i) in accordance with the
terms of the Stock Option Plan 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 Stock
Option Plan or any other stock option plan has been backdated. The Company has not knowingly granted, and there is no and has
been no Company policy or practice to knowingly grant, stock options prior to, or otherwise knowingly coordinate the grant of
stock options with, the release or other public announcement of material information regarding the Company or its Subsidiaries
or their financial results or prospects.


(ii)    
Office of Foreign Assets Control. Neither the Company nor any Subsidiary nor, to the Company's knowledge, any director,
officer, agent, employee or affiliate of the Company is currently subject to any U.S. sanctions administered by the Office of
Foreign Assets Control of the U.S. Treasury Department (“OFAC”).


(jj)    
Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2,
no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers
as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the
Trading Market.



    	 	19	 



     


    




(kk) 
No General Solicitation. Neither the Company nor any person acting on behalf of the Company has offered or sold any of
the Securities by any form of general solicitation or general advertising. The Company has offered the Securities for sale only
to the Purchasers and certain other “accredited investors” within the meaning of Rule 501 under the Securities Act.


(ll) 
Indebtedness and Seniority. As of the date hereof, all Indebtedness and Liens of the Company and the principal terms thereof
are set forth in the SEC Reports. Except as set forth on Schedule 3.1(ll), as of the Closing Date, no Indebtedness or other
equity of the Company is or will be senior to the Notes in right of payment, whether with respect to interest or upon liquidation
or dissolution, or otherwise, other than indebtedness secured by purchase money security interests (which is senior only as to
underlying assets covered thereby) and capital lease obligations (which is senior only as to the property covered thereby) (collectively,
“Senior Indebtedness”).


(mm)  
Listing and Maintenance Requirements. The Common Stock is listed on the OTC Pink Marketplace under the symbol GNBT. Except
as set forth in the SEC Reports, the Company has not, in the twelve (12) months preceding the date hereof, received notice from
any Trading Market on which the Common Stock is or has been listed or quoted to the effect that the Company is not in compliance
with the listing or maintenance requirements of such Trading Market.


(nn)       
FDA. The Company and each of its Subsidiaries have operated and currently are in compliance with all applicable rules and
regulations of the U.S. Food and Drug Administration (“FDA”) or any other federal, state, local or foreign
governmental body exercising comparable authority, except where the failure to so operate or be in compliance would not have a
Material Adverse Effect. All preclinical and clinical studies conducted by or, to the Company’s knowledge, on behalf of
the Company to support approval for commercialization of the Company’s products have been conducted by the Company, or to
the Company’s knowledge by third parties, in compliance with all applicable federal, state or foreign laws, rules, orders
and regulations, except for such failure or failures to be in compliance which could not reasonably be expected to have, singly
or in the aggregate, a Material Adverse Effect. The descriptions of the tests and preclinical and clinical studies, and results
thereof, conducted by or, to the Company’s knowledge, on behalf of the Company contained in the SEC Reports are accurate
and complete in all material respects; and the Company has not received any oral or written notice or correspondence from the
FDA or any foreign, state or local governmental body exercising comparable authority requiring the termination, suspension, or
clinical hold of any tests or preclinical or clinical studies, or such written notice or correspondence from any Institutional
Review Board or comparable authority requiring the termination or suspension of a clinical study, conducted by or on behalf of
the Company, which termination, suspension, or clinical hold would reasonably be expected to have a Material Adverse Effect.


(oo)       
No Disqualification Events. With respect to the Securities to be offered and sold hereunder in reliance on Rule 506 under
the Securities Act, 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 Securities 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 Securities 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 Purchasers a copy of any disclosures provided thereunder.



    	 	20	 



     


    




(pp)       
Health Regulatory Matters. The Company and its Subsidiaries have complied in all material respects with all statutes and
regulations related to the research, manufacture and sale of its products to the extent applicable to the Company’s and
its Subsidiaries’ activities. Items manufactured or under investigation by the Company and its Subsidiaries comply with
all applicable manufacturing practices regulations and other requirements established by government regulators in the jurisdictions
in which the Company or its Subsidiaries manufacture their products. Except as disclosed in the SEC Reports, the Company is not
and its Subsidiaries are not the subject of any investigation by any competent authority with respect to the development, testing,
manufacturing and distribution of their products, nor has any investigation, prosecution, or other enforcement action been threatened
by any regulatory agency. Except as disclosed in the SEC Reports, neither the Company nor any of its Subsidiaries has received
from any regulatory agency any letter or other document asserting that the Company or any Subsidiary has violated any statute
or regulation enforced by that agency with respect to the development, testing, manufacturing and distribution of their products.
To the Company’s knowledge, research conducted by or for the Company and its Subsidiaries has complied in all material respects
with all applicable legal requirements. To the Company’s knowledge, research involving human subjects conducted by or for
the Company and its Subsidiaries has been conducted in compliance in all respects with all applicable statutes and regulations
governing the protection of human subjects and not involved any investigator who has been disqualified as a clinical investigator
by any regulatory agency or has been found by any agency with jurisdiction to have engaged in scientific misconduct.


(qq)          
Other Covered Persons. Except as set forth on Schedule 3.1(s) or to attorneys for legal services, the Company is
not aware of any person that has been or will be paid (directly or indirectly) remuneration in connection with the sale of any
Regulation D Securities pursuant to this Agreement.


(rr)             
No Outstanding Variable Priced Equity Linked Instruments. As of the Closing Date and for so long as Notes are outstanding,
the Company will not have outstanding nor issuable any Variable Priced Equity Linked Instruments, nor any debt or equity with
anti-dilution, ratchet or reset rights.


(ss)Survival.
The foregoing representations and warranties shall survive the Closing.


3.2             
Representations and Warranties of the Purchasers. Each Purchaser, for itself and for no other Purchaser, hereby represents
and warrants as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein):


(a)              
Organization; Authority. Such Purchaser is either an individual or an entity duly incorporated or formed, validly existing
and in good standing under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership,
limited liability company or similar power and authority to enter into and to consummate the transactions contemplated by the
Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction
Documents and performance by such Purchaser of the transactions contemplated by the Transaction Documents have been duly authorized
by all necessary corporate, partnership, limited liability company or similar action, as applicable, on the part of such Purchaser.
Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser
in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against
it in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency,
reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii)
as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii)
insofar as indemnification and contribution provisions may be limited by applicable law.



    	 	21	 



     


    




(b)              
Understandings or Arrangements. Such Purchaser understands that the Securities are “restricted securities”
and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as
principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof in violation
of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Securities
in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings
with any other persons to distribute or regarding the distribution of such Securities in violation of the Securities Act or any
applicable state securities law (this representation and warranty not limiting such Purchaser’s right to sell the Securities
pursuant to any registration statement or otherwise in compliance with applicable federal and state securities laws). Such Purchaser
is acquiring the Securities hereunder in the ordinary course of its business.


(c)              
Purchaser Status. At the time such Purchaser was offered the Securities, it was, and as of the date hereof it is, and on
each date on which it converts any Notes it will be either: (i) an “accredited investor” as defined in Rule 501(a)(1),
(a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act or (ii) a “qualified institutional buyer” as defined in
Rule 144A(a) under the Securities Act. Such Purchaser is not required to be registered as a broker-dealer under Section 15 of
the Exchange Act. Such Purchaser has the authority and is duly and legally qualified to purchase and own the Securities. Such
Purchaser is able to bear the risk of such investment for an indefinite period and to afford a complete loss thereof. Each Purchaser
previously provided an Accredited Investor Questionnaire (the “Investor Questionnaire”) to the Company. The
information set forth on the signature pages hereto and the Investor Questionnaire regarding such Purchaser is true and complete
in all respects as of the date of this Agreement. Except as disclosed in the Investor Questionnaire, such Purchaser has had no
position, office or other material relationship within the past three years with the Company or Persons (as defined below) known
to such Purchaser to be affiliates of the Company, and is not a member of the Financial Industry Regulatory Authority or an “associated
person” (as such term is defined under the FINRA Membership and Registration Rules Section 1011).


(d)              
Experience of Such Purchaser. Such Purchaser, either alone or together with its representatives, has such knowledge, sophistication
and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment
in the Securities, and has so evaluated the merits and risks of such investment. Such Purchaser is able to bear the economic risk
of an investment in the Securities and, at the present time, is able to afford a complete loss of such investment.


(e)              
Information on Company. Such Purchaser has been furnished with or has had access to the EDGAR Website of the Commission
to the Company’s filings made with the Commission during the period from the date that is two years preceding the date hereof
through the tenth (10th) business day preceding the Closing Date including the Company’s Annual Report on Form 10-K/A filed
with the Commission on January 13, 2017 and further amended and filed on 



    	 	22	 



     


    

 


January
20, 2017 and the Company's Quarterly Reports on Form 10-Q filed subsequently thereto, and the registration statements and supplements
thereto on Form S-3 (hereinafter referred to collectively as the “SEC Reports”). Purchasers are not deemed
to have any knowledge of any information not included in the SEC Reports unless such information is delivered in the manner described
in the next sentence.  In addition, such Purchaser may have received in writing from the Company such other information
concerning its operations, financial condition and other matters as such Purchaser has requested, identified thereon as OTHER
WRITTEN INFORMATION (such other information is collectively, the “Other Written Information”), and considered
all factors such Purchaser deems material in deciding on the advisability of investing in the Securities.  Such Purchaser
was afforded (i) the opportunity to ask such questions as such Purchaser deemed necessary of, and to receive answers from, representatives
of the Company concerning the merits and risks of acquiring the Securities; (ii) the right of access to information about the
Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable
such Purchaser to evaluate the Securities; and (iii) the opportunity to obtain such additional information that the Company possesses
or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to
acquiring the Securities.


(f)               
Compliance with Securities Act; Reliance on Exemptions. Such Purchaser understands and agrees that the Securities have
not been registered under the 1933 Act or any applicable state securities laws, by reason of their issuance in a transaction that
does not require registration under the 1933 Act, and that such Securities must be held indefinitely unless a subsequent disposition
is registered under the 1933 Act or any applicable state securities laws or is exempt from such registration. Such Purchaser understands
and agrees that the Securities are being offered and sold to such Purchaser in reliance on specific exemptions from the registration
requirements of United States federal and state securities laws and regulations and that the Company is relying in part upon the
truth and accuracy of, and such Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments
and understandings of such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility
of such Purchaser to acquire the Securities.


(g)              
Communication of Offer. Such Purchaser is not purchasing the Securities as a result of any “general solicitation”
or “general advertising,” as such terms are defined in Regulation D, which includes, but is not limited to, any advertisement,
article, notice or other communication regarding the Securities published in any newspaper, magazine or similar media or on the
internet or broadcast over television, radio or the internet or presented at any seminar or any other general solicitation or
general advertisement.


(h)              
No Governmental Review. Such Purchaser understands that no United States federal or state agency or any other governmental
or state agency has passed on or made recommendations or endorsement of the Securities or the suitability of the investment in
the Securities nor have such authorities passed upon or endorsed the merits of the Offering.


(i)                
No Conflicts. The execution, delivery and performance of this Agreement and performance under the other Transaction Documents
and the consummation by such Purchaser of the transactions contemplated hereby and thereby or relating hereto or thereto do not
and will not (i) result in a violation of such Purchaser’s charter documents, bylaws or other organizational documents,
if applicable, (ii) conflict with nor constitute a default (or an event which with notice or lapse of time or both would become
a default) under any agreement to which such Purchaser is a party, nor (iii) result in a violation of any law, rule, or regulation,
or any order, judgment or decree of any court or governmental agency applicable to such Purchaser or its properties (except for
such



    	 	23	 



     


    

 


conflicts,
defaults and violations as would not, individually or in the aggregate, have a material adverse effect on such Purchaser). Such
Purchaser is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court
or governmental agency in order for it to execute, deliver or perform any of its obligations under this Agreement or perform under
the other Transaction Documents nor to purchase the Securities in accordance with the terms hereof, provided that for purposes
of the representation made in this sentence, such Purchaser is assuming and relying upon the accuracy of the relevant representations
and agreements of the Company herein.


(j)       Certain
Transactions and Confidentiality. Other than consummating the transactions contemplated hereunder, such Purchaser has not
directly or indirectly, nor has any Person acting on behalf of or pursuant to any understanding with Purchaser, executed any purchases
or sales, including Short Sales, of the securities of the Company during the period commencing as of the time that such Purchaser
first received a written term sheet from the Company or any other Person representing the Company setting forth the material terms
of the transactions contemplated hereby and ending immediately prior to the execution hereof.


(k)       Survival.
The foregoing representations and warranties shall survive the Closing.


The
Company acknowledges and agrees that the representations contained in Section 3.2 shall not modify, amend or affect such Purchaser’s
right to rely on the Company’s representations and warranties contained in this Agreement or any representations and warranties
contained in any other Transaction Document or any other document or instrument executed and/or delivered in connection with this
Agreement or the consummation of the transaction contemplated hereby.


 


ARTICLE
IV. 


OTHER
AGREEMENTS OF THE PARTIES


4.1       Transfer
Restrictions.


(a)       The
Securities may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of Securities
other than pursuant to an effective registration statement or Rule 144, to the Company or to an Affiliate of a Purchaser or in
connection with a pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof to provide to the Company,
at the Company’s expense, an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the
form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not
require registration of such transferred Securities under the Securities Act. As a condition of transfer, any such transferee
shall agree in writing to be bound by the terms of this Agreement and shall have the rights and obligations of a Purchaser under
this Agreement and the other Transaction Documents.


(b)       The
Purchasers agree to the imprinting, so long as is required by this Section 4.1, of a legend on any of the Securities in the following
form:


[NEITHER]
THIS SECURITY [NOR THE SECURITIES INTO WHICH THIS SECURITY IS [EXERCISABLE] [CONVERTIBLE]] HAS [NOT] BEEN REGISTERED WITH THE
SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT
PURSUANT TO AN



    	 	24	 



     


    

 


EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A
LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.
THIS SECURITY [AND THE SECURITIES ISSUABLE UPON [EXERCISE] [CONVERSION] OF THIS SECURITY] MAY BE PLEDGED IN CONNECTION WITH A
BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED
INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.


(c)       Pledge.
The Company acknowledges and agrees that a Purchaser may from time to time pledge pursuant to a bona fide margin agreement with
a registered broker-dealer or grant a security interest in some or all of the Securities to a financial institution that is an
“accredited investor” as defined in Rule 501(a) under the Securities Act and who agrees to be bound by the provisions
of this Agreement and, if required under the terms of such arrangement, such Purchaser may transfer pledge or secure Securities
to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval of the Company and no legal opinion
of legal counsel of the pledgee, secured party or pledgor shall be required in connection therewith. Further, no notice shall
be required of such pledge. At the appropriate Purchaser’s expense, the Company will execute and deliver such reasonable
documentation as a pledgee or secured party of Securities may reasonably request in connection with a pledge or transfer of the
Securities, including, if the Securities are subject to registration pursuant to a registration rights agreement, the preparation
and filing of any required prospectus supplement under Rule 424(b)(3) under the Securities Act or other applicable provision of
the Securities Act to appropriately amend the list of selling stockholders thereunder.


(d)       Legend
Removal. Certificates evidencing the Underlying Shares shall not contain any legend (“Unlegended Shares”)
(including the legend set forth in Section 4.1(b) hereof): (i) while a registration statement covering the sale to the Purchasers
or a resale of such security is effective under the Securities Act, (ii) following any sale of such Underlying Shares pursuant
to Rule 144, (iii) if such Underlying Shares are eligible for sale under Rule 144, without the requirement for the Company to
be in compliance with the current public information required under Rule 144 as to such Underlying Shares and without volume or
manner-of-sale restrictions or (iv) if such legend is not required under applicable requirements of the Securities Act (including
judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to issue
a legal opinion to the Transfer Agent promptly after the Effective Date if required by the Transfer Agent to effect the removal
of the legend hereunder. If all or any Notes are converted at a time when there is an effective registration statement to cover
the resale of the corresponding Underlying Shares, or if such Underlying Shares may be sold under Rule 144 or if such legend is
not otherwise required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements
issued by the staff of the Commission) then such Underlying Shares shall be issued free of all legends. The Company agrees that
following such time as such legend is no longer required under this Section 4.1(c), it will, no later than five Trading Days following
the delivery by the Purchaser to the Company or the Transfer Agent of a certificate representing Underlying Shares, as applicable,
issued with a restrictive legend (such fifth Trading Day, the “Legend Removal Date”), deliver or cause to be
delivered to such Purchaser a certificate representing such shares that is free from all restrictive and other legends (however,
the Corporation shall use reasonable best efforts to deliver such shares within three (3) Trading Days). The Company may not make
any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in
this Section 4. Certificates for Underlying Shares subject to legend removal hereunder shall be transmitted by the Transfer Agent
to the Purchaser by crediting the account of the Purchaser’s prime broker with the Depository Trust Company System as directed
by such Purchaser.



    	 	25	 



     


    




(e)Legend
Removal Default. In addition to such Purchaser’s other available remedies, provided the conditions for legend removal
set forth in Section 4.1(d) exist, the Company shall pay to a Purchaser, in cash, as partial liquidated damages and not as a penalty,
for each $1,000 of Underlying Shares (based on the higher of the actual purchase price or VWAP of the Common Stock on the date
such Securities are submitted to the Transfer Agent) delivered for removal of the restrictive legend or for issuance without restrictive
legend and subject to Section 4.1(d), $10 per Trading Day for each Trading Day after the Legend Removal Date (increasing to $20
per Trading Day after the fifth Trading Day) until such certificate is delivered without a legend. Nothing herein shall limit
such Purchaser’s right to pursue actual damages for the Company’s failure to deliver certificates representing any
Securities as required by the Transaction Documents, and such Purchaser shall have the right to pursue all remedies available
to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief.


(f)       DWAC.
In lieu of delivering physical certificates representing the Unlegended Shares, upon request of a Purchaser, so long as the certificates
therefor do not bear a legend and the Purchaser is not obligated to return such certificate for the placement of a legend thereon,
the Company shall cause its transfer agent to electronically transmit the Unlegended Shares by crediting the account of Purchaser’s
prime broker with the Depository Trust Company through its Deposit Withdrawal At Custodian system, provided that the Company’s
Common Stock is DTC eligible and the Company’s transfer agent participates in the Deposit Withdrawal at Custodian system.
Such delivery must be made on or before the Legend Removal Date.


(g)       Injunction.
In the event a Purchaser shall request delivery of Unlegended Shares as described in this Section 4.1 and the Company is required
to deliver such Unlegended Shares, the Company may not refuse to deliver Unlegended Shares based on any claim that such Purchaser
or anyone associated or affiliated with such Purchaser has not complied with Purchaser’s obligations under the Transaction
Documents, or for any other reason, unless, an injunction or temporary restraining order from a court, on notice, restraining
and or enjoining delivery of such Unlegended Shares shall have been sought and obtained by the Company and the Company has posted
a surety bond for the benefit of such Purchaser in the amount of the greater of (i) 120% of the amount of the aggregate purchase
price of the Underlying Shares to be subject to the injunction or temporary restraining order, or (ii) the VWAP of the Common
Stock on the trading day before the issue date of the injunction multiplied by the number of Unlegended Shares to be subject to
the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the dispute and the proceeds
of which shall be payable to such Purchaser to the extent Purchaser obtains judgment in Purchaser’s favor.


(h)       Buy-In.
In addition to any other rights available to Purchaser, if the Company fails to deliver to a Purchaser Unlegended Shares as required
pursuant to this Agreement and after the Legend Removal Date the Purchaser, or a broker on the Purchaser’s behalf, purchases
(in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Purchaser of
the shares of Common Stock which the Purchaser was entitled to receive in unlegended form from the Company (a “Buy-In”),
then the Company shall promptly pay in cash to the Purchaser (in addition to any remedies available to or elected by the Purchaser)
the amount, if any, by which (A) the Purchaser’s total purchase price (including brokerage commissions, if any) for the
shares of Common Stock so purchased exceeds (B) the aggregate purchase price of the shares of Common Stock delivered to the Company
for reissuance as Unlegended Shares together with interest thereon at a rate of 15% per annum accruing until such amount and any
accrued interest thereon is paid in full (which amount shall be paid as liquidated damages and not as a penalty). For example,
if a Purchaser purchases shares of Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to $10,000
of purchase price of Shares delivered to the Company for reissuance as Unlegended Shares, the Company shall be required to pay
the Purchaser $1,000, plus interest, if any. The Purchaser shall provide the Company written notice indicating the amounts payable
to the Purchaser in respect of the Buy-In.



    	 	26	 



     


    




(i)       Plan
of Distribution. Each Purchaser, severally and not jointly with the other Purchasers, agrees with the Company that such Purchaser
will sell any Securities pursuant to either the registration requirements of the Securities Act, including any applicable prospectus
delivery requirements, or an exemption therefrom, and that if Securities are sold pursuant to a registration statement, they will
be sold in compliance with the plan of distribution set forth therein, and acknowledges that the removal of the restrictive legend
from certificates representing Securities as set forth in this Section 4.1 is predicated upon the Company’s reliance upon
this understanding.


4.2       Acknowledgment
of Dilution. The Company acknowledges that the issuance of the Securities may result in dilution of the outstanding shares
of Common Stock, which dilution may be substantial under certain market conditions. The Company further acknowledges that its
obligations under the Transaction Documents, including, without limitation, its obligation to issue the Underlying Shares pursuant
to the Transaction Documents, are unconditional and absolute and not subject to any right of set off, counterclaim, delay or reduction,
regardless of the effect of any such dilution or any claim the Company may have against any Purchaser and regardless of the dilutive
effect that such issuance may have on the ownership of the other stockholders of the Company.


4.3       Furnishing
of Information; Public Information.


(a)              
Until the time that Purchaser no longer owns any Securities the Company covenants to file all periodic reports with the Commission
pursuant to Section 15(d) of the Exchange Act and under Section 12(b) or 12(g) of the Exchange Act, maintain the registration
of the Common Stock under Section 12(b) or 12(g) of the Exchange Act and to timely file (or obtain extensions in respect thereof
and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to
the Exchange Act and file such reports even if the Company is not then subject to the reporting requirements of the Exchange Act.


(b)              
At any time commencing on the Closing Date and ending at such time that all of the Securities may be sold without the requirement
for the Company to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144,
if the Company shall fail for any reason to satisfy the current public information requirement under Rule 144(c), or a current
Prospectus Supplement pursuant to an effective Shelf Registration Statement is not available for a Purchaser with respect to all
of the Underlying Shares (a “Public Information Failure”) then, in addition to such Purchaser’s other available
remedies, the Company shall pay to a Purchaser, in cash, as partial liquidated damages and not as a penalty, by reason of any
such delay in or reduction of its ability to sell the Securities, an amount in cash equal to two percent (2.0%) of the aggregate
principal amount of Notes and accrued interest thereon, held by such Purchaser on the day of a Public Information Failure and
on every thirtieth (30th) day (pro-rated for periods totaling less than thirty days) thereafter until the earlier of (a) the date
such Public Information Failure is cured and (b) such time that such public information is no longer required for the Purchasers
to transfer the Underlying Shares pursuant to Rule 144. The payments to which a Purchaser shall be entitled pursuant to this Section
4.3(b) 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 (3rd) 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. Nothing herein
shall limit such Purchaser’s right to pursue actual damages for the Public Information Failure, and such Purchaser shall
have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific
performance and/or injunctive relief.



    	 	27	 



     


    




4.4       Integration.
The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined
in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities in a manner that would require
the registration under the Securities Act of the sale of the Securities or that would be integrated with the offer or sale of
the Securities for purposes of the rules and regulations of any Trading Market such that it would require shareholder approval
prior to the closing of such other transaction or to effectuate such other transaction unless shareholder approval is obtained
before the earlier of the closing of such subsequent transaction or effectuation of such other transaction.


4.5       Conversion
and Exercise Procedures. Each of the form of Notice of Conversion included in the Notes set forth the totality of the procedures
required of the Purchasers in order to convert the Notes. No additional legal opinion, other information or instructions shall
be required of the Purchasers to convert their Notes. The Company shall honor conversions of the Notes and shall deliver Underlying
Shares in accordance with the terms, conditions and time periods set forth in the Transaction Documents.


4.6       Securities
Laws Disclosure; Publicity. The Company shall within twenty-four hours following the Closing Date, file a Current Report on
Form 8-K including the Transaction Documents as exhibits thereto with the Commission (“Form 8-K”). A form of
the Form 8-K is annexed hereto as Exhibit F. Such Exhibit F will be identical to the Form 8-K which will be filed
with the Commission except for the omission of signatures thereto by the Company and auditors providing the financial statements.
From and after the filing of the Form 8-K, the Company represents to the Purchasers that it shall have publicly disclosed all
material, non-public information delivered to any of the Purchasers by the Company or any Subsidiary, or any of their respective
officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company
and each Purchaser shall consult with each other in issuing any press releases with respect to the transactions contemplated hereby,
and neither the Company nor any Purchaser shall issue any press release nor otherwise make any such public statement without the
prior consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser,
with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such
disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of
such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any
Purchaser, or include the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market unless
the name of such Purchaser is already included in the body of the Transaction Documents, without the prior written consent of
such Purchaser, except: (a) as required by federal securities law in connection with the filing of final Transaction Documents
with the Commission and (b) to the extent such disclosure is required by law or Trading Market regulations, in which case the
Company shall provide the Purchasers with prior notice of such disclosure permitted under this clause (b).


4.7       Shareholder
Rights Plan. No claim will be made or enforced by the Company or, with the consent of the Company, any other Person, that
any Purchaser is an “Acquiring Person” under any control share acquisition, business combination, poison pill (including
any distribution under a rights agreement) or similar anti-takeover plan or arrangement in effect or hereafter adopted by the
Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving
Securities under the Transaction Documents or under any other agreement between the Company and the Purchasers.



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4.8       Non-Public
Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction
Documents, the Company covenants and agrees that neither it, nor any other Person acting on its behalf, will provide any Purchaser
or its agents or counsel with any information that the Company believes constitutes material non-public information, unless prior
thereto such Purchaser shall have entered into a written agreement with the Company regarding the confidentiality and use of such
information. The Company understands and confirms that each Purchaser shall be relying on the foregoing covenant in effecting
transactions in securities of the Company.


4.9       Use
of Proceeds. The Company hereby instructs Purchaser to deliver the net proceeds of the Offering on the Company’s behalf
to Emmanus Life Sciences, Inc. pursuant to the instructions annexed on Schedule 4.9.


4.10       Indemnification
of Purchasers. Subject to the provisions of this Section 4.10, the Company will indemnify and hold each Purchaser and its
directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent
role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser
(within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders,
agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles
notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”)
harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all
judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such
Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants
or agreements made by the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against
Purchaser Parties in any capacity, or any of them or their respective Affiliates, by any stockholder of the Company who is not
an Affiliate of such Purchaser Party, with respect to any of the transactions contemplated by the Transaction Documents (unless
such action is based upon a breach of such Purchaser Party’s representations, warranties or covenants under the Transaction
Documents or any agreements or understandings such Purchaser Party may have with any such stockholder or any violations by such
Purchaser Party of state or federal securities laws or any conduct by such Purchaser Party which constitutes fraud, gross negligence,
willful misconduct or malfeasance). If any action shall be brought against any Purchaser Party in respect of which indemnity may
be sought pursuant to this Agreement, such Purchaser Party shall promptly notify the Company in writing, and the Company shall
have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Purchaser Party. Any
Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but
the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment
thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time
to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of counsel, a material
conflict on any material issue between the position of the Company and the position of such Purchaser Party, in which case the
Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will
not be liable to any Purchaser Party under this Agreement (y) for any settlement by a Purchaser Party effected without the Company’s
prior written consent, which shall not be unreasonably withheld or delayed; or (z) to the extent, but only to the extent that
a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of its material representations, warranties
or covenants under the Transaction Documents. The indemnification required by this Section 4.10 shall be made by periodic payments
of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred. The indemnity
agreements contained herein shall be in addition to any cause of action or similar right of any Purchaser Party against the Company
or others and any liabilities the Company may be subject to pursuant to law.



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4.11       Reservation
and Listing of Securities.


(a)           
The Company shall maintain a reserve from its duly authorized shares of Common Stock for issuance pursuant to the Transaction
Documents in such amount as may then be required to fulfill its obligations in full under the Transaction Documents, but not less
than the Required Minimum.


(b)           
If, on any date, the number of authorized but unissued (and otherwise unreserved) shares of Common Stock is less than the Required
Minimum on such date, then the Board of Directors shall amend the Company’s certificate or articles of incorporation to
increase the number of authorized but unissued shares of Common Stock to at least the Required Minimum at such time, as soon as
possible and in any event not later than the 60th day after such date.


(c)           
The Company shall prior to the Closing, if applicable: (i) in the time and manner required by the principal Trading Market, prepare
and file with such Trading Market an additional shares listing application covering a number of shares of Common Stock at least
equal to the Required Minimum on the date of such application, (ii) take all steps necessary to cause such shares of Common Stock
to be approved for listing or quotation on such Trading Market as soon as possible thereafter, (iii) provide to the Purchasers
evidence of such listing or quotation and (iv) maintain the listing or quotation of such Common Stock on any date at least equal
to the Required Minimum on such date on such Trading Market or another Trading Market. The Company will take all action necessary
to continue the listing or quotation and trading of its Common Stock on a Trading Market until the later of (i) at least five
years after the Closing Date, and (ii) for so long as the Notes are outstanding, and will comply in all respects with the Company’s
reporting, filing and other obligations under the bylaws or rules of the Trading Market. In the event the aforedescribed listing
is not continuously maintained for five years after the Closing Date and for so long as Notes are outstanding (a “Listing
Default”), then in addition to any other rights the Purchasers may have hereunder or under applicable law, on the first
day of a Listing Default and on each monthly anniversary of each such Listing Default date (if the applicable Listing Default
shall not have been cured by such date) until the applicable Listing Default is cured, the Company shall pay to each Purchaser
an amount in cash, as partial liquidated damages and not as a penalty, equal to 2% of the aggregate principal amount of Notes,
and conversion price of Conversion Shares on the day of a Listing Default and on every thirtieth day (pro-rated for periods less
than thirty days) thereafter until the date such Listing Default is cured. If the Company fails to pay any liquidated damages
pursuant to this Section in a timely manner, the Company will pay interest thereon at a rate of 1.5% per month (pro-rated for
partial months) to the Purchaser.


4.12       Form
D; Blue Sky Filings. The Company agrees to timely file a Form D with respect to the Securities as required under Regulation
D and to provide a copy thereof, promptly upon request of any Purchaser. The Company shall take such action as the Company shall
reasonably determine is necessary in order to obtain an exemption for, or to qualify the Securities for, sale to the Purchasers
at a Closing under applicable securities or “Blue Sky” laws of the states of the United States, and shall provide
evidence of such actions promptly upon request of any Purchaser.


4.13       Subsequent
Equity Sales. From the date hereof until such time as the Notes are no longer outstanding, the Company will not, without the
consent of Purchaser enter into any Equity Line of Credit or similar agreement, issue or agree to issue floating or Variable Priced
Equity Linked Instruments nor issue or agree to issue any of the foregoing or equity with price reset rights (subject to adjustment
for stock splits, distributions, dividends, recapitalizations and the like) (collectively, a “Variable Rate Transaction”).
For purposes hereof, “Equity Line of Credit” shall include any transaction involving a written agreement



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between
the Company and an investor or underwriter whereby the Company has the right to “put” its securities to the investor
or underwriter over an agreed period of time and at an agreed price or price formula, and “Variable Priced Equity Linked
Instruments” shall include: (A) any debt or equity securities which are convertible into, exercisable or exchangeable
for, or carry the right to receive additional shares of Common Stock or Common Stock Equivalents or any of the foregoing at a
price that can be reduced either (1) at any conversion, exercise or exchange rate or other price that is based upon and/or varies
with the trading prices of or quotations for Common Stock at any time after the initial issuance of such debt or equity security,
or (2) with a fixed conversion, exercise or exchange price that is subject to being reset at some future date at any time after
the initial issuance of such debt or equity security due to a change in the market price of the Company’s Common Stock since
date of initial issuance, or upon the issuance of any debt, equity or Common Stock Equivalent, and (B) any amortizing convertible
security which amortizes prior to its maturity date, where the Company is required or has the option to (or any investor in such
transaction has the option to require the Company to) make such amortization payments in shares of Common Stock which are valued
at a price that is based upon and/or varies with the trading prices of or quotations for Common Stock at any time after the initial
issuance of such debt or equity security (whether or not such payments in stock are subject to certain equity conditions).  For
purposes of determining the total consideration for a convertible instrument (including a right to purchase equity of the Company)
issued, subject to an original issue or similar discount or which principal amount is directly or indirectly increased after issuance,
the consideration will be deemed to be the actual net cash amount received by the Company in consideration of the original issuance
of such convertible instrument. For so long as the Notes are outstanding, the Company will not, without the consent of Purchaser,
issue any Common Stock or Common Stock Equivalents to officers, directors, and employees of the Company unless such issuance is
an Exempt Issuance. The restrictions set forth above with respect to a Variable Rate Transaction and variable Priced Equity Linked
Instrument shall not apply with respect to offerings for which substantially all of the net proceeds are employed to make payments
to Emmaus Life Sciences Inc., pursuant to the Letter of Intent. The restrictions and limitations in this Section 4.13 are in addition
to and shall apply whether or not a Purchaser exercises its rights pursuant to Section 4.16 and Section 4.22.


4.14       Capital
Changes. The Company shall be permitted to effectuate a reverse split of up to one for 1,000 shares of outstanding Common
Stock. Any other capital adjustment will not be undertaken by the Company without ten (10) days prior written notice to the Purchasers.


4.15       Certain
Transactions and Confidentiality. Each Purchaser, severally and not jointly with the other Purchasers, covenants that neither
it, nor any Affiliate acting on such Purchaser’s behalf or pursuant to any understanding with such Purchaser will execute
any purchases or sales, including Short Sales, of any of the Company’s securities during the period commencing with the
execution of this Agreement and ending at such time that the transactions contemplated by this Agreement are first publicly announced
pursuant to a press release or Form 8-K as described in Section 4.6.  Each Purchaser, severally and not jointly with the
other Purchasers, covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by
the Company pursuant to a press release or Form 8-K as described in Section 4.6, such Purchaser will maintain the confidentiality
of the existence and terms of this transaction and the information included in the Transaction Documents and the Disclosure Schedules.
Further, each Purchaser severally and not jointly with the other Purchasers covenants that neither it, nor any of its Affiliates
will engage in any Short Sale transactions at any time while it beneficially owns any Securities. Notwithstanding the foregoing,
and notwithstanding anything contained in this Agreement to the contrary, the Company expressly acknowledges and agrees that (i)
no Purchaser makes any representation, warranty or covenant hereby that it will not engage in effecting transactions in any securities
of the Company after the time that the transactions contemplated by this Agreement are first publicly announced pursuant to a
press release or Form 8-K as described in Section 4.6, (ii) no Purchaser shall be restricted or prohibited from effecting any
transactions in any securities of the Company in accordance with applicable securities laws from and after the time that the transactions
contemplated by this Agreement are



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first
publicly announced pursuant to a press release or Form 8-K, and (iii) no Purchaser shall have any duty of confidentiality to the
Company or its Subsidiaries after the filing of the Form 8-K.  Notwithstanding the foregoing, in the case of a Purchaser
that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser’s
assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing
other portions of such Purchaser’s assets, the covenant set forth above shall only apply with respect to the portion of
assets managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement.


4.16       Participation
in Future Financing.


(a)           
Until eighteen months after the Closing Date upon any proposed issuance by the Company or any of its Subsidiaries of Common Stock,
Common Stock Equivalents for cash consideration, Indebtedness or a combination thereof, other than (i) a rights offering to all
holders of Common Stock (which may include extending such rights offering to holders of Notes), or (ii) an Exempt Issuance (each
a “Subsequent Financing”), the Purchasers shall have the right to participate in up to an amount of the Subsequent
Financing equal to 100% of the Subsequent Financing (the “Participation Maximum”) pro rata to each other in
proportion to Note principal amounts issued on the Closing Date on the same terms, conditions and price provided for in the Subsequent
Financing, unless the Subsequent Financing is an underwritten public offering, in which case the Company shall notify each Purchaser
of such public offering when it is lawful for the Company to do so, but no Purchaser shall be entitled to purchase any particular
amount of such public offering without the approval of the lead underwriter of such underwritten public offering. The foregoing
right of participation shall be subject to any similar right granted to another Person which Rights have been described in the
SEC Reports.


(b)           
At least ten (10) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser a
written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask
such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”).
Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall
promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The
requesting Purchaser shall be deemed to have acknowledged that the Subsequent Financing Notice may contain material non-public
information. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing,
the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing
is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. 


(c)           
Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than
5:30 p.m. (New York City time) on the tenth (10th) Trading Day after all of the Purchasers have received the Pre-Notice
that the Purchaser is willing to participate in the Subsequent Financing, the amount of such Purchaser’s participation,
and representing and warranting that such Purchaser has such funds ready, willing, and available for investment on the terms set
forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such tenth (10th)
Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. 


(d)           
If by 5:30 p.m. (New York City time) on the tenth (10th ) Trading Day after all of the Purchasers have received the
Pre-Notice, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their
designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may affect
the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice
and the Purchasers shall simultaneously affect their portion of such Subsequent Financing as set forth in their notifications
to the Company consistent with the terms set forth in the Subsequent Financing Notice. 



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(e)           
If by 5:30 p.m. (New York City time) on the fifteenth (15th) Trading Day after all of the Purchasers have received
the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Purchasers seeking to purchase more than
the aggregate amount of the Participation Maximum, each such Purchaser shall have the right to purchase its Pro Rata Portion (as
defined below) of the Participation Maximum.  “Pro Rata Portion” means the ratio of (x) the principal
amount of Notes purchased hereunder by a Purchaser participating under this Section 4.17 and (y) the sum of the aggregate principal
amounts of Notes purchased hereunder by all Purchasers hereunder participating under this Section 4.16.


(f)            
The Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right
of participation set forth above in this Section 4.16, if the Subsequent Financing subject to the initial Subsequent Financing
Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within sixty (60) Trading
Days after the date of the initial Subsequent Financing Notice.


(g)           
The Company and each Purchaser agree that if
any Purchaser elects to participate in the Subsequent Financing, the transaction documents related to the Subsequent Financing
shall not include any term or provision whereby such Purchaser shall be required to agree to any restrictions on trading as to
any of the Securities purchased hereunder (for avoidance of doubt, the securities purchased in the Subsequent Financing shall
not be considered securities purchased hereunder) or be required to consent to any amendment to or termination of, or grant any
waiver, release or the like under or in connection with, this Agreement, without the prior written consent of such Purchaser.


(h)           
Notwithstanding anything to the contrary in this
Section 4.16 and unless otherwise agreed to by such Purchaser, the Company shall either confirm in writing to such Purchaser that
the transaction with respect to the Subsequent Financing has been abandoned or shall publicly disclose its intention to issue
the securities in the Subsequent Financing, in either case in such a manner such that such Purchaser will not be in possession
of any material, non-public information, by the seventeenth (17th) Business Day following delivery of the Subsequent
Financing Notice. If by such seventeenth (17th) Business Day, no public disclosure regarding a transaction with respect
to the Subsequent Financing has been made, and no notice regarding the abandonment of such transaction has been received by such
Purchaser, such transaction shall be deemed to have been abandoned and such Purchaser shall not be deemed to be in possession
of any material, non-public information with respect to the Company or any of its Subsidiaries.


 


4.17       Purchaser’s
Exercise Limitations. The Company shall not effect exercise of the rights granted in Sections 4.16 and 4.22 of this Agreement,
and a Purchaser shall not have the right to exercise any portion of such rights granted in Sections 4.16 and 4.22 only to the
extent that after giving effect to such exercise, the Purchaser, would beneficially own in excess of the Beneficial Ownership
Limitation (as defined in the Section 4 of the Note), applied in the manner set forth in the Note. In such event the right by
Purchaser to benefit from such rights or receive shares in excess of the Beneficial Ownership Limitation shall be held in abeyance
until such times as such excess shares shall not exceed the Beneficial Ownership Limitation, provided the Purchaser complies with
the Purchaser’s other obligations in connection with the exercise by Purchaser of its rights pursuant to Sections 4.16 and
4.22.


4.18       Maintenance
of Property. The Company shall and cause each Subsidiary to keep all of its property, which is necessary or useful to the
conduct of its business, in good working order and condition, ordinary wear and tear excepted.



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4.19       Preservation
of Corporate Existence. The Company shall preserve and maintain its corporate existence, rights, privileges and franchises
in the jurisdiction of its incorporation, and qualify and remain qualified, as a foreign corporation in each jurisdiction in which
such qualification is necessary in view of its business or operations and where the failure to qualify or remain qualified might
reasonably have a Material Adverse Effect upon the financial condition, business or operations of the Company taken as a whole.


4.20       DTC
Program. Commencing ninety (90) days after the Closing Date and at all times thereafter that Notes are outstanding, the Company
shall employ as the transfer agent for its Common Stock and Underlying Shares a participant in the Depository Trust Company Automated
Securities Transfer Program and cause the Common Stock and Underlying Shares to be transferable pursuant to such program.


 


4.21       Reimbursement.
If any Purchaser becomes involved in any capacity in any Proceeding by or against any Person who is a stockholder of the Company
(except as a result of sales, pledges, margin sales and similar transactions by such Purchaser to or with any current stockholder),
solely as a result of such Purchaser’s acquisition of the Securities under this Agreement, the Company will reimburse such
Purchaser for its reasonable legal and other expenses (including the cost of any investigation preparation and travel in connection
therewith) incurred in connection therewith, as such expenses are incurred. The reimbursement obligations of the Company under
this paragraph shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and
conditions to any Affiliates of the Purchasers who are actually named in such action, proceeding or investigation, and partners,
directors, agents, employees and controlling persons (if any), as the case may be, of the Purchasers and any such Affiliate, and
shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company,
the Purchasers and any such Affiliate and any such Person. The Company also agrees that neither the Purchasers nor any such Affiliates,
partners, directors, agents, employees or controlling persons shall have any liability to the Company or any Person asserting
claims on behalf of or in right of the Company solely as a result of acquiring the Securities under this Agreement.


 


4.22       Most
Favored Nation Provision. From the date hereof and for so long as a Purchaser holds any Securities, in the event that the
Company issues or sells any Common Stock or Common Stock Equivalents, if a Purchaser then holding outstanding Securities reasonably
believes that any of the terms and conditions appurtenant to such issuance or sale are more favorable to such investors than are
the terms and conditions granted to the Purchasers hereunder, upon notice to the Company by such Purchaser within five (5) Trading
Days after disclosure of such issuance or sale, the Company shall amend the terms of this transaction as to such Purchaser only
so as to give such Purchaser the benefit of such more favorable terms or conditions. This Section 4.22 shall not apply with respect
to an Exempt Issuance. The Company shall provide each Purchaser with notice of any such issuance or sale not later than ten (10)
Trading Days before such issuance or sale.


 


4.23       Indebtedness.
For so long as Notes are outstanding, the Company will not incur any Senior Indebtedness other than Permitted Indebtedness, without
the consent of the Purchaser.


 


4.24       Notice
of Disqualification Events. The Company will notify the Purchasers 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 not otherwise disclosed herein or in the SEC Reports.


 


4.25       Duration
of Undertakings. Unless otherwise stated in this Article IV, all of the Company’s undertakings, obligations and responsibilities
set forth in Article IV of this Agreement shall remain in effect for so long as any Securities remain outstanding.


 



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ARTICLE
V. 


MISCELLANEOUS


5.1             
Termination.  This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder
only and without any effect whatsoever on the obligations between the Company and the other Purchasers, by written notice to the
other parties, if the Closing has not been consummated on or before March 10, 2017; provided, however, that such
termination will not affect the right of any party to sue for any breach by any other party (or parties).


5.2             
Fees and Expenses. At the Closing, the Company has agreed to pay G&M for the legal fees in connection with G&M’s
representation of the Purchasers and the Closing in the amount of $8,500. Except as expressly set forth in the Transaction Documents
and on Schedule 3.1(s), each party shall pay the fees and expenses of its advisers, counsel, accountants and other experts,
if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance
of this Agreement. The Company shall pay all Transfer Agent fees (including, without limitation, any fees required for same-day
processing of any instruction letter delivered by the Company and any conversion or exercise notice delivered by a Purchaser),
stamp taxes and other taxes and duties levied in connection with the delivery of any Securities to the Purchasers. All of the
Purchasers are advised to seek the advice of their own attorneys.


5.3             
Entire Agreement. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding
of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral
or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.


5.4             
Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder
shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered
or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid,
or (iv) transmitted by hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as such party
shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder
shall be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting
facsimile machine, at the address or number designated below (if delivered on a business day during normal business hours where
such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during
normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by
express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first
occur. The addresses for such communications shall be: (i) if to the Company, to: Generex Biotechnology Corporation, 4145 North
Service Road, Suite 200, Burlington, Ontario, Canada L7L 6A3, Attn: [RC], CEO, Fax:
[RC], with a copy by fax only to: Eckert Seamans Cherin & Mellott, LLC, 2 Liberty
Place, 50 S. 16th Street, 22nd Floor, Philadelphia, PA 19102, Attn: Gary A. Miller, Esq., Fax: [RC],
and (ii) if to the Purchasers, to: the addresses and fax numbers indicated on the signature pages hereto, with an additional copy
by fax only to (which shall not constitute notice): Grushko & Mittman, P.C., 515 Rockaway Avenue, Valley Stream, New York
11581, Fax: (212) 697-3575.


5.5             
Amendments; Waivers. No provision of this Agreement may be waived, modified, supplemented or amended except in a written
instrument signed, in the case of an amendment, by the Company and the Purchaser, or, in the case of a waiver, by the party against
whom enforcement of any such waived provision is sought. No waiver of any default with respect to any provision, condition or
requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or
a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise any
right hereunder in any manner impair the exercise of any such right.



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5.6             
Headings. The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed
to limit or affect any of the provisions hereof.


5.7             
Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors
and permitted assigns. The Company may not assign this Agreement or any rights or obligations hereunder without the prior written
consent of each Purchaser (other than by merger). Following a Closing, any Purchaser may assign any or all of its rights under
this Agreement to any Person to whom such Purchaser assigns or transfers any Securities, provided that such transferee agrees
in writing to be bound, with respect to the transferred Securities, by the provisions of the Transaction Documents that apply
to the “Purchasers.”


5.8             
No Third-Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective successors
and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except as
otherwise set forth in Section 4.10.


5.9             
Governing Law. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents
shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard
to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement
and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a
party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be
commenced exclusively in the state and federal courts sitting in the City 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 (including
with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert
in any action, suit or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such
suit, action or proceeding is improper or is an inconvenient venue for such proceeding. Each party hereby irrevocably waives personal
service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered
or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under
this 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 other manner permitted by law. If either
party shall commence an action or proceeding to enforce any provisions of the Transaction Documents, then, in addition to the
obligations of the Company under Section 4.10, the prevailing party in such action, suit or proceeding shall be reimbursed by
the other party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation
and prosecution of such action or proceeding.


5.10         
Survival. The representations and warranties contained herein shall survive the Closing and the delivery of the Securities.


5.11         
Execution. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered
one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to each other
party, it being understood that the parties need not sign the same counterpart. In the event that any signature is delivered by
facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and
binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if
such facsimile or “.pdf” signature page were an original thereof.



    	 	36	 



     


    




5.12         
Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction
to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein
shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use
their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result
as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention
of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any
of such that may be hereafter declared invalid, illegal, void or unenforceable.


5.13         
Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar
provisions of) any of the other Transaction Documents, whenever any Purchaser 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 Purchaser may, at any time prior to the Company’s performance of such obligations, 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; provided, however, that in the case of a rescission of a conversion
of a Note, the applicable Purchaser shall be required to return any shares of Common Stock subject to any such rescinded conversion.


5.14         
Replacement of Securities. If any certificate or instrument evidencing any Securities is mutilated, lost, stolen or destroyed,
the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof (in the case of mutilation),
or in lieu of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory
to the Company of such loss, theft or destruction. The applicant for a new certificate or instrument under such circumstances
shall also pay any reasonable third-party costs (including customary indemnity) associated with the issuance of such replacement
Securities.


5.15         
Remedies. In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of
damages, each of the Purchasers and the Company will be entitled to specific performance under the Transaction Documents. The
parties agree that monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations
contained in the Transaction Documents and hereby agree to waive and not to assert in any action for specific performance of any
such obligation the defense that a remedy at law would be adequate. 


5.16         
Payment Set Aside. To the extent that the Company makes a payment or payments to any Purchaser pursuant to any Transaction
Document or a Purchaser enforces or exercises its rights 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, 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.



    	 	37	 



     


    




5.17         
Usury. To the extent it may lawfully do so, the Company hereby agrees not to insist upon or plead or in any manner whatsoever
claim, and will resist any and all efforts to be compelled to take the benefit or advantage of, usury laws wherever enacted, now
or at any time hereafter in force, in connection with any claim, action or proceeding that may be brought by any Purchaser in
order to enforce any right or remedy under any Transaction Document. Notwithstanding any provision to the contrary contained in
any Transaction Document, it is expressly agreed and provided that the total liability of the Company under the Transaction Documents
for payments in the nature of interest shall not exceed the maximum lawful rate authorized under applicable law (the “Maximum
Rate”), and, without limiting the foregoing, in no event shall any rate of interest or default interest, or both of
them, when aggregated with any other sums in the nature of interest that the Company may be obligated to pay under the Transaction
Documents exceed such Maximum Rate. It is agreed that if the maximum contract rate of interest allowed by law and applicable to
the Transaction Documents is increased or decreased by statute or any official governmental action subsequent to the date hereof,
the new maximum contract rate of interest allowed by law will be the Maximum Rate applicable to the Transaction Documents from
the Closing Date thereof forward, unless such application is precluded by applicable law. If under any circumstances whatsoever,
interest in excess of the Maximum Rate is paid by the Company to any Purchaser with respect to indebtedness evidenced by the Transaction
Documents, such excess shall be applied by such Purchaser to the unpaid principal balance of any such indebtedness or be refunded
to the Company, the manner of handling such excess to be at such Purchaser’s election.


5.18         
Liquidated Damages. The Company’s obligations to pay any partial liquidated damages or other amounts owing under
the Transaction Documents is a continuing obligation of the Company and shall not terminate until all unpaid partial liquidated
damages and other amounts have been paid notwithstanding the fact that the instrument or security pursuant to which such partial
liquidated damages or other amounts are due and payable shall have been canceled.


5.19         
Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right
required or granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next
succeeding Business Day.


5.20         
Construction. The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity
to revise the Transaction Documents and, therefore, the normal rule of construction to the effect that any ambiguities are to
be resolved against the drafting party shall not be employed in the interpretation of the Transaction Documents or any amendments
thereto. In addition, each and every reference to share prices and shares of Common Stock in any Transaction Document shall be
subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions
of the Common Stock that occur after the date of this Agreement. 


5.21         
WAIVER OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER
PARTY, THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY,
IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY. 


5.22         
Equitable Adjustment. Trading volume amounts, price/volume amounts, the amount of shares of Common Stock identified in
this Agreement, Conversion Price, Underlying Shares and similar figures in the Transaction Documents shall be equitably adjusted
(but without duplication) to offset the effect of stock splits, similar events and as otherwise described in this Agreement, and
Note.


 


(Signature
Pages Follow)



    	 	38	 



     


    




IN
WITNESS WHEREOF, the parties hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized
signatories as of the date first indicated above.


	GENEREX
                                         BIOTECHNOLOGY CORPORATION

         

         
	Address
                                         for Notice:

         

        4145
        North Service Road, Suite 200

        Burlington,
        Ontario

        Canada
        L7L 6A3

        mfletcher@generex.com

	By:__________________________________________

        Name:
        Joseph Moscato

        Title:
        President & Chief Executive Officer

         
	 
	With
                                         a copy to (which shall not constitute notice):

         

        Eckert
        Seamans Cherin & Mellott, LLC

        2
        Liberty Place

        50
        S. 16th Street, 22nd Floor

        Philadelphia,
        PA 19102

        Attn:
        Gary A. Miller, Esq.

        Fax: [RC]
	 


 


 


 


[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK


SIGNATURE
PAGE FOR PURCHASER FOLLOWS]


 


 






    	 	39	 



     


    

 


[PURCHASER
SIGNATURE PAGE TO Generex Biotechnology Corporation


SECURITIES
PURCHASE AGREEMENT]


 


IN
WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized
signatories as of the date first indicated above.


Name
of Purchaser: ____ALPHA CAPITAL ANSTALT___________________________


Signature
of Authorized Signatory of Purchaser: __________________________________


Name
of Authorized Signatory: ____________________________________________________


Title
of Authorized Signatory: _____________________________________________________


Email
Address of Authorized Signatory: _____________________________________________


Facsimile
Number of Authorized Signatory: __________________________________________


Address
for Notice to Purchaser:


 


 


 


Address
for Delivery of Securities to Purchaser (if not same as address for notice):


 


______________________________________________________________________________


 


______________________________________________________________________________


 


______________________________________________________________________________


 


 


Subscription
Amount: US$


 


 


Note
Principal: _____


 


 


 


EIN
Number, if applicable, will be provided under separate cover.


 


 


 


[SIGNATURE
PAGES CONTINUE]


 


 






    	 	40	 



     


    

 


EXHIBITS
AND SCHEDULES


 


 





	Exhibit A	Form of Note
	Exhibit B	Guaranty and Subordination Agreement
	Exhibit C	Letter of Intent






 


 


 


Schedule
3.1(g)


Schedule
3.1(q)


Schedule
3.1(s)


Schedule
3.1(u)


Schedule
3.1(ll)


Schedule
4.9


 






    	 	41