EQUITY
PURCHASE AGREEMENT


 


THIS
EQUITY PURCHASE AGREEMENT (this “Agreement”)
is entered into as of
December 6, 2019 (the “Execution Date”), by and between
Generex Biotechnology Corporation, a Delaware corporation (the “Company”),
and Oasis Capital, LLC, a Puerto Rico limited liability company (the “Investor”).


 


RECITALS


 


WHEREAS,
the parties desire that, upon the terms and subject to the conditions contained herein, the Company shall issue and sell to the
Investor, from time to time as provided herein, and the Investor shall purchase from the Company up to Forty Million Dollars ($40,000,000.00)
of the Company’s Common Stock (as defined below);


 


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 the Investor
hereby agree as follows:


 


ARTICLE
I CERTAIN DEFINITIONS


 


Section
1.1 RECITALS. The parties
acknowledge and agree that the recitals set forth above are true and correct and are hereby incorporated in and made a part of
this Agreement.


 


Section
1.2 DEFINED TERMS. As
used in this Agreement, the following terms shall have the following meanings specified or indicated (such meanings to be equally
applicable to both the singular and plural forms of
the terms defined):


 


“Agreement”
shall have the meaning specified in the preamble hereof.


 


“Available
Amount” means, initially, the Maximum Commitment Amount, which amount shall be reduced by the Investment Amount
following each successful Closing, each time the Investor purchases shares of Common
Stock pursuant to a Put.


 


“Average
Daily Trading Volume” shall mean the average trading volume of the Company’s


Common
Stock in the ten (10) Trading Days immediately preceding the respective Put Date.


 


“Bankruptcy
Law” means Title 11, U.S. Code, or any similar federal or state law for the relief of


debtors.


 


“Claim
Notice” shall have the meaning specified in Section 9.3(a).


 


“Clearing
Costs” shall mean all of the Investor’s broker and Transfer Agent fees.


 


“Clearing
Date” shall be the date on which the Investor receives the Put Shares as DWAC Shares in its brokerage account.


 


“Closing”
shall mean one of the closings of a purchase and sale of shares of Common Stock


pursuant
to Section 2.3.


 


“Closing
Certificate” shall mean the closing “Officer’s Certificate” of the Company in the form of


Exhibit
B hereto.





 






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“Closing
Date” shall mean the date of any Closing hereunder.


 


“Commitment
Period” shall mean the period commencing on the Execution Date, and ending on the
earlier of (i) the date
on which the Investor
shall have purchased
Put Shares pursuant to this Agreement
equal to the Maximum Commitment Amount, (ii) December 5, 2022, or (iii) written notice of termination by the Company to
the Investor (which shall not occur at any
time that the Investor
holds any of the Put
Shares).


 


“Commitment
Shares”
means 1,228,501 shares of
Common Stock
issued by the
Company to the Investor pursuant
to Section 6.5.


 


“Common
Stock” shall mean the Company’s
common stock, $0.001 par value per share, and any shares of
any other class of common stock
whether now or hereafter
authorized, having the right to
participate in the distribution of dividends (as and when declared) and assets (upon liquidation of the Company).


 


“Common
Stock
Equivalents”
means any securities of the Company or the Subsidiaries
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”
shall have the meaning specified in the preamble to this Agreement. “Confidential
Information” means any information
disclosed by either party to this
Agreement, or their affiliates,
agents or representatives, to the other party to this Agreement,
either directly or indirectly,
in writing, orally or
by inspection of tangible
objects (including, without limitation,
documents, formulae, business information,
trade secrets, technology,
strategies, prototypes, samples, plant
and equipment), which may or may
not be designated as “Confidential,”
“Proprietary” or some similar designation.
Information communicated orally shall
be considered Confidential Information if
such information is
confirmed in writing as being
Confidential Information within ten
(10) Trading Days after
the initial disclosure.
Confidential Information may also include
information disclosed by third parties. Confidential
Information shall not, however, include any information which (i) was publicly known and made generally
available in the public domain prior to the time of disclosure by the disclosing party; (ii) becomes publicly known and
made generally available after disclosure by the disclosing party to the receiving party through no fault,
action or inaction of the receiving
party; (iii) is already in the possession of the receiving party at the time
of disclosure by the disclosing
party as shown by the
receiving party’s files and records
immediately prior to the time of disclosure; (iv) is obtained by the receiving party
from a third party without
a breach of such
third party’s obligations of
confidentiality; (v) is independently
developed by the receiving
party without use
of or reference to the
disclosing party’s Confidential
Information, as shown by documents
and other competent evidence in
the receiving party’s possession;
or (vi) is required
by law to be disclosed by the
receiving party, provided that the receiving party gives the disclosing party prompt written notice of such
requirement prior to such disclosure
and assistance in obtaining
an order protecting
the information from public disclosure.


 


“Current
Report” shall have the meaning set forth in Section 6.4.


 


“Custodian”
means any receiver, trustee, assignee, liquidator or similar official under any


Bankruptcy
Law.


 


“Damages”
shall mean any loss, claim, damage, liability, cost and expense (including, without limitation, reasonable attorneys’ fees
and disbursements and costs and expenses of expert witnesses and investigation).




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“Dispute
Period” shall have the meaning specified in Section 9.3(a).


 


“Disqualification
Event” shall have the meaning specified in Section 4.27.


 


“DTC”
shall mean The Depository Trust Company, or any successor performing substantially the


same
function for the Company.


 


“DTC/FAST
Program” shall mean the DTC’s Fast Automated Securities Transfer Program.


 


“DWAC”
shall mean Deposit Withdrawal at Custodian as defined by the DTC.


 


“DWAC
Eligible” shall mean that (a) the Common Stock is eligible at DTC for full
services pursuant to DTC’s operational arrangements, including, without limitation, transfer through DTC’s DWAC
system, (b) the Company has been approved (without revocation) by the DTC’s underwriting department,


(c)
the Transfer Agent is approved as an agent in the DTC/FAST Program, (d) the Commitment Shares or Put Shares, as applicable, are
otherwise eligible for delivery via DWAC, and (e) the Transfer Agent does not have a policy prohibiting or limiting delivery of
the Put Shares or Commitment Shares, as applicable, via DWAC.


 


“DWAC
Shares” means shares of Common Stock that are (i) issued in electronic form, (ii) freely tradable and transferable and
without restriction on resale and (iii) timely credited by the Company to the Investor’s or its designee’s specified
DWAC account with DTC under the DTC/FAST Program, or any similar program hereafter adopted by DTC performing substantially the
same function.


 


“Environmental
Laws” shall have the meaning set forth in Section 4.14.


 


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


 


“Execution
Date” shall have the meaning set forth in the preamble to this Agreement.


 


“FINRA”
shall mean the Financial Industry Regulatory Authority, Inc.


 


“Indemnified
Party” shall have the meaning specified in Section 9.2.


 


“Indemnifying
Party” shall have the meaning specified in Section 9.2.


 


“Indemnity
Notice” shall have the meaning specified in Section 9.3(b).


 


“Intellectual
Property” shall mean all trademarks, trademark applications, trade names, service marks, service mark registrations,
service names, patents, patent applications, patent rights, copyrights, inventions, licenses, approvals, government authorizations,
trade secrets or other intellectual property rights.


 


“Investment
Amount” shall mean the dollar value equal to the amount of Put Shares referenced in


the
Put Notice multiplied by the Purchase Price minus the Clearing Costs.


 


“Investor”
shall have the meaning specified in the preamble to this Agreement.


 


“Issuer
Covered Person” shall have the meaning specified in Section 4.27.




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“Lien”
means a lien, charge, pledge, security interest, encumbrance, right of first refusal,


preemptive
right or any other restriction.


 


“Market
Price” shall mean the one (1) lowest traded price of the Common Stock on the Principal Market for any Trading Day during
the Valuation Period, as reported by Bloomberg Finance L.P. or other reputable source.


 


“Material
Adverse Effect” shall mean any effect on the business, operations, properties, or
financial condition of the Company and/or
the Subsidiaries that is material and adverse to the Company and/or the Subsidiaries
and/or any condition, circumstance, or situation that would prohibit or
otherwise materially interfere with the ability of the Company and/or the Subsidiaries to enter into and/or perform its
obligations under any Transaction Document.


 


“Maximum
Commitment Amount” shall mean Forty Million Dollars ($40,000,000.00).


 


“Maximum
Put Amount” shall mean that the lesser of (i) such amount that equals two hundred percent (200%) of the Average Daily
Trading Volume, or (ii) Five Hundred Thousand Dollars ($500,000.00).


 


“Person”
shall mean an individual, a corporation, a partnership, an association, a trust or other entity or organization, including a government
or political subdivision or an agency or instrumentality thereof.


 


“Principal
Market” shall mean any of the national exchanges (i.e. NYSE, NYSE AMEX, NASDAQ), or principal quotation systems (i.e.
OTCQX, OTCQB, OTC Pink, the OTC Bulletin Board), or
other principal exchange or recognized quotation system which is at the time the principal trading platform or market for
the Common Stock.


 


“Purchase
Price” shall mean 92% of the Market Price on such date on which the Purchase Price is calculated in accordance with
the terms and conditions of this Agreement.


 


“Put”
shall mean the right of the Company to require the Investor to purchase shares of Common


Stock,
subject to the terms and conditions of this Agreement.


 


“Put
Date” shall mean any Trading Day during the Commitment Period that a Put Notice is deemed delivered pursuant to Section
2.2(b).


 


“Put
Notice” shall mean a written notice, substantially in the form of Exhibit A hereto, addressed to the Investor
and setting forth the amount of Put Shares which the Company intends to require the
Investor to purchase pursuant to the terms of this Agreement.


 


“Put
Shares” shall mean all shares of Common Stock issued, or that the Company shall be entitled to issue, per any applicable
Put Notice in accordance with the terms and conditions of this Agreement.


 


“Registration
Rights Agreement” means that agreement in the form attached hereto as Exhibit D.


 


“Registration
Statement” shall have the meaning specified in Section 6.4.


 


“Regulation
D” shall mean Regulation D promulgated under the Securities Act.


 


“Required
Minimum” shall mean, 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.




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“Rule
144” shall mean Rule 144 promulgated under the Securities Act or any similar provision then in force under the Securities
Act.


 


“SEC”
shall mean the United States Securities and Exchange Commission.


 


“SEC
Documents” shall have the meaning specified in Section 4.5.


 


“Securities”
means, collectively, the Put Shares and the Commitment Shares.


 


“Securities
Act” shall mean the Securities Act of 1933, as amended.


 


“Short
Sales” shall mean all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act.


 


“Subsidiary”
or “Subsidiaries” means any Person the Company wholly-owns or
controls, or in which the Company, directly or indirectly, owns a majority of the
voting stock or similar voting interest, in each case that would be disclosable pursuant to Item 601(b)(21) of Regulation S-K
promulgated under the Securities Act.


 


“Third
Party Claim” shall have the meaning specified in Section 9.3(a).


 


“Trading
Day” shall mean a day on which the Principal Market shall be open for business.


 


“Transaction
Documents” shall mean this Agreement, the Registration Rights Agreement and all


schedules
and exhibits hereto and thereto.


 


“Transfer
Agent” shall mean Broadridge Financial Solutions, Inc., the current transfer agent of the Company, and any successor
transfer agent of the Company.


 


“Valuation
Period” shall mean the period of five (5) consecutive Trading Days immediately following the Clearing Date associated
with the applicable Put Notice during which the Purchase Price of the Common Stock is valued, provided, however, that the Valuation
Period shall instead begin on the Clearing Date if the respective Put Shares are received as DWAC Shares in Investor’s brokerage
account prior to 11:00 a.m. EST on the respective Clearing Date.


 


ARTICLE
II


PURCHASE
AND SALE OF COMMON STOCK


 


Section
2.1 PUTS. Upon the terms
and conditions set forth herein (including, without limitation, the provisions of Article VII), the Company shall have
the right, but not the obligation, to direct the Investor, by its delivery to the
Investor of a Put Notice from time to time during the Commitment Period, to purchase Put Shares, provided that notwithstanding
any other terms of this Agreement, in
each instance, 


(i)  
the Investment Amount
is not more than the Maximum Put Amount and (ii) the aggregate Investment Amount
of all Puts shall not exceed the Maximum Commitment Amount.


 


Section
2.2MECHANICS.


 


(a)               
PUT NOTICE. At any time
and from time to time during the Commitment Period, except as provided in this Agreement, the Company may
deliver a Put Notice to Investor, subject to satisfaction of
the conditions set forth in Section 7.2 and otherwise provided herein.
The Company shall deliver, or cause




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to
be delivered, the Put Shares as DWAC Shares to the Investor within two (2) Trading Days following the Put Date.


 


(b)               
DATE OF DELIVERY OF PUT NOTICE.
A Put Notice shall be deemed delivered on (i) the Trading Day it is received by e-mail by the Investor if such notice is received
on or prior to 8:30 a.m. EST or (ii) the
immediately succeeding Trading Day if it is received by e-mail after 8:30 a.m. EST
on a Trading Day or at any time on a day which is not a Trading Day. The Company shall not deliver another Put Notice to the Investor
within ten (10) Trading Days of a prior Put Notice.


 


Section
2.3CLOSINGS.


 


(a)               
TIMING. The Closing of
a Put shall occur within one (1) Trading Day following the end of the respective Valuation Period, whereby the Investor shall
deliver the Investment Amount by wire transfer of immediately available funds to
an account designated by the Company. In addition, on or prior
to such Closing, each of the Company and the Investor shall deliver to each
other all documents, instruments and writings required to be delivered or
reasonably requested by either of them pursuant to this Agreement
in order to implement and effect the transactions contemplated herein.


 


(b)               
RETURN OF SURPLUS. If
the value of the Put Shares delivered to the Investor causes
the Company to exceed the Maximum Commitment Amount, then the Investor shall return to the Company the surplus amount of
Put Shares associated with such Put and the Purchase Price with respect to such Put shall be reduced by any Clearing Costs related
to the return of such Put Shares.


 


(c)               
RESALES DURING VALUATION PERIOD.
The parties acknowledge and agree that during the Valuation Period, the Investor may contract for, or
otherwise effect, the resale of the subject purchased Put Shares to third-parties.


 


ARTICLE
III


REPRESENTATIONS
AND WARRANTIES OF INVESTOR


 


The
Investor represents and warrants to the Company that:


 


Section
3.1 INTENT. The Investor
is entering into this Agreement for its own account, and the Investor has no present arrangement (whether or
not legally binding) at any time to sell the Securities to or
through any Person in violation of the Securities Act or any applicable state
securities laws; provided, however, that the Investor reserves the right to dispose of the Securities at any time
in accordance with federal and state securities laws applicable to such disposition.


 


Section
3.2 NO LEGAL ADVICE FROM THE
COMPANY. The Investor acknowledges that it has had the opportunity to review this Agreement and the transactions contemplated
by this Agreement with its own legal counsel and investment and tax advisors. Except with respect to the representations, warranties
and covenants contained in this Agreement, the Investor is relying solely on such counsel and advisors and not on any statements
or representations of the Company or
any of its representatives or agents
for legal, tax or investment advice
with respect to this investment, the transactions contemplated by this Agreement or the securities laws of any jurisdiction.


 


Section
3.3 ACCREDITED INVESTOR.
The Investor is an accredited investor as defined in Rule 501(a)(3) of Regulation
D, and the Investor has such experience in business and financial matters that it is capable of
evaluating the merits and risks of an investment in the Securities. The Investor
acknowledges that an investment in the Securities is speculative and involves a high degree
of risk.




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Section
3.4 AUTHORITY. The Investor
has the requisite power and authority to enter into and perform its obligations under this Agreement and the other
Transaction Documents and to consummate the transactions contemplated hereby and thereby. The execution and delivery of
this Agreement and the other Transaction Documents and the consummation by it of the
transactions contemplated hereby and thereby have been duly authorized by all necessary action and no further consent or
authorization of the Investor is required. Each Transaction Document to which
it is a party has been duly executed by the Investor, and when delivered by the Investor
in accordance with the terms hereof, will constitute the valid and binding obligation of the Investor enforceable against it in
accordance with its terms, subject to applicable bankruptcy, insolvency, or similar laws relating to, or
affecting generally the enforcement of, creditors’ rights and remedies
or by other equitable principles of general application.


 


Section
3.5 NOT AN AFFILIATE.
To the Investor’s knowledge, the Investor is not an officer,


director
or “affiliate” (as such term is defined in Rule 405 of the Securities Act) of the Company.


 


Section
3.6 ORGANIZATION AND STANDING.
The Investor is an entity duly formed, validly existing and in good standing under the laws of the jurisdiction of its formation
with full right, limited liability company power and authority to enter into and to consummate the transactions contemplated by
this Agreement and the other Transaction Documents.


 


Section
3.7 ABSENCE OF CONFLICTS.
The execution and delivery of this Agreement and the other Transaction Documents, and the consummation of the transactions contemplated
hereby and thereby and compliance with the requirements hereof and thereof, will not (a) violate any law, rule, regulation, order,
writ, judgment, injunction, decree or award binding on the Investor, (b) violate
any provision of any indenture, instrument or agreement to which the Investor is a party or is subject, or by which the Investor
or any of its assets is bound, or conflict with or constitute a material default
thereunder,


(c)
result in the creation or imposition of any lien pursuant to the terms of any such indenture, instrument or agreement, or constitute
a breach of any fiduciary duty owed by the Investor to any third party, or (d) require the approval of any third-party (that has
not been obtained) pursuant to any material contract, instrument, agreement, relationship or legal obligation to which the Investor
is subject or to which any of its assets, operations or management may be subject.


 


Section
3.8 DISCLOSURE; ACCESS TO
INFORMATION. The Investor had an opportunity to review copies of the SEC Documents filed on behalf of the Company and has
had access to all publicly available information with respect to the Company; provided, however, that the Investor makes no representation
or warranty hereunder with respect to any SEC Document and is relying on the representations and warranties of the Company in
Article IV with respect to the SEC Documents.


 


Section
3.9 MANNER OF SALE. At
no time was the Investor presented with or solicited by or through any leaflet, public promotional meeting, television advertisement
or any other form of general solicitation or advertisement regarding the Securities.


 


ARTICLE
IV


REPRESENTATIONS
AND WARRANTIES OF THE COMPANY


 


The
Company represents and warrants to the Investor that, except as set forth in the disclosure schedules hereto that as of the Execution
Date and at each Closing Date:


 


Section
4.1 ORGANIZATION OF THE COMPANY.
The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the state of
Delaware, with the requisite power and authority to own and use its properties and assets and to carry on its business
as currently conducted. Each of the Subsidiaries is an entity duly incorporated or otherwise organized, validly existing




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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.
Each of the Company and the Subsidiaries is not
in violation or 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 the Subsidiaries 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, could not have or reasonably be expected to result in 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.


 


Section
4.2 AUTHORITY. The Company
has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and the other Transaction
Documents. The execution and delivery of this Agreement and 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 corporate action and no further
consent or authorization of the Company or its Board of
Directors or stockholders is required. Each of this Agreement and the other
Transaction Documents has been duly executed and delivered by the Company and constitutes a valid and binding obligation
of the Company enforceable against the Company in accordance with its terms, except
as such enforceability may be limited by applicable bankruptcy, insolvency, or similar
laws relating to, or affecting generally the enforcement of,
creditors’ rights and remedies or by other equitable principles of general
application.


 


Section
4.3 CAPITALIZATION. As
of the Execution Date, the authorized capital stock of the Company consists of (a)
750,000,000 shares of Common Stock, par value of $0.001 per
share, of which approximately 44,272,855 shares of
Common Stock are issued and outstanding and (b) 109,000 Series H and 6,000 Series I shares of
preferred stock, of which 0 shares of preferred stock are issued and outstanding.
Except as set forth on Schedule 4.3, the Company has not
issued any capital stock since its most recently filed periodic report under
the Exchange Act, other than pursuant to the exercise of employee stock options under the Company’s stock option plans,
the issuance of shares of Common Stock to employees pursuant to the Company’s employee stock purchase plans and pursuant
to the conversion and/or exercise of Common Stock Equivalents outstanding as of the
date of the most recently filed periodic report under
the Exchange Act. 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 set forth on
Schedule 4.3, and except as a result of the purchase and sale of the
Securities, there are no outstanding options, 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 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 Investor) 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.
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.


 


Section
4.4 LISTING AND MAINTENANCE
REQUIREMENTS. The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act, and the Company has taken
no action designed to, or which to its knowledge is likely to have the effect of, terminating the registration of the Common Stock
under the Exchange Act, nor has the Company received any notification that the SEC is contemplating terminating such registration.
The Company has not, in the twelve (12) months preceding




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the
Execution Date, received notice from the Principal 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 Principal Market. The Company is, and has no reason to believe that it will
not in the foreseeable future continue to be, in compliance with all such listing
and maintenance requirements.


 


Section
4.5 SEC DOCUMENTS; DISCLOSURE.
Except as set forth on Schedule 4.5, 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 one (1) year preceding the Execution Date (or
such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including
the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC
Documents”) on a timely basis or has received a valid extension of
such time of filing and has filed any such SEC Documents prior to the expiration of any such extension. As of
their respective dates, the SEC Documents complied in all material respects with the requirements of
the Securities Act and the Exchange Act, as applicable, and other
federal laws, rules and regulations applicable to such SEC Documents, and none
of the SEC Documents 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 light of the circumstances under which they were made,
not misleading. The financial statements of the Company included in the SEC
Documents comply as to form and substance in all material respects with applicable accounting requirements and the published rules
and regulations of the SEC or other applicable
rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted
accounting principles applied on a consistent basis during the periods involved (except (a) as may
be otherwise indicated in such financial statements or the notes thereto or
(b) in the case of unaudited interim statements, to the extent they may not include
footnotes or may be condensed or summary
statements) and fairly present in all material respects the financial position of the
Company as of 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 maintains a system of internal accounting controls appropriate for
its size. There is no transaction, arrangement, or
other relationship between the Company and an unconsolidated or
other off balance sheet entity that is not disclosed by the Company in its
financial statements or otherwise that would be reasonably likely to have a Material
Adverse Effect. 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 the Investor or
its agents or counsel with any information that it believes constitutes or
might constitute material, non-public information. The Company understands and confirms that the Investor will rely on
the foregoing representation in effecting transactions in securities of the Company.


 


Section
4.6 VALID ISSUANCES. The
Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be
validly issued, fully paid, and non- assessable, free and clear of
all Liens imposed by the Company, other than restrictions on transfer provided
for in the Transaction Documents and under the Securities Act.


 


Section
4.7 NO CONFLICTS. The execution,
delivery and performance of this Agreement and
the other Transaction Documents by the Company, and the consummation by the
Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of
the Put Shares and the Commitment Shares, do not and will not: (a) result in a violation of the Company’s or any
Subsidiary’s certificate or articles of incorporation, by-laws
or other organizational or charter
documents,


(b)
conflict with, or constitute a material default (or an event that with notice or
lapse of time or both would become a material 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 or cancellation of, any agreement, indenture,
instrument or any “lock-up” or similar provision of
any




    	 	9	 



     


    

underwriting
or similar agreement to which the Company or any Subsidiary is a party, or
(c) result in a violation of any federal, state or local law, rule, regulation,
order, judgment or decree (including federal and state securities laws and regulations) applicable to the Company or any Subsidiary
or by which any property or asset of the
Company or any Subsidiary is bound or affected (except for such conflicts, defaults,
terminations, amendments, accelerations, cancellations and violations as would not, individually or
in the aggregate, have a Material Adverse Effect), nor is the Company otherwise in violation of,
conflict with or in default under any of the foregoing. The business of the
Company is not being conducted in violation of any law, ordinance or regulation of
any governmental entity, except for possible violations that either singly or in
the aggregate do not and will not have a Material Adverse Effect. The Company is
not required under federal, state or local law, rule or regulation 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 the other Transaction
Documents (other than any SEC, FINRA or state securities filings that may be required
to be made by the Company in connection with the issuance of the Commitment Shares
or subsequent to any Closing or any registration statement that may
be filed pursuant hereto); provided that, for purposes of
the representation made in this sentence, the Company is assuming and relying upon the accuracy of the relevant representations
and agreements of Investor herein.


 


Section
4.8 NO MATERIAL ADVERSE CHANGE.
No event has occurred that would have a Material Adverse Effect on the Company or any Subsidiary that has not
been disclosed in subsequent SEC filings.


 


Section
4.9 LITIGATION AND
OTHER PROCEEDINGS. Except as set forth on Schedule 4.9, there are
no actions, suits, investigations, inquiries or proceedings pending or, to the knowledge
of the Company, threatened against or
affecting the Company, any Subsidiary or any of their respective properties, nor
has the Company received any written or oral notice of any such action, suit, proceeding,
inquiry or investigation, which would have a Material Adverse Effect or
would require disclosure under the Securities Act or the Exchange Act. No judgment, order, writ, injunction or
decree or award has been issued
by or, to the knowledge of the Company, requested of any court, arbitrator or governmental
agency which would have a Material Adverse Effect. There has not been, and to the
knowledge of the Company, there is not pending or
contemplated, any investigation by the SEC involving the Company, any Subsidiary, or any current or
former director or officer of the
Company or any Subsidiary.


 


Section
4.10 REGISTRATION RIGHTS.
Except as set forth on Schedule 4.10, no Person (other than the Investor) has any right to cause the Company to effect
the registration under the Securities Act of any securities of the Company or any Subsidiary.


 


Section
4.11 INVESTOR’S STATUS.
The Company acknowledges and agrees that the Investor is acting solely in the capacity of arm’s length purchaser with respect
to the Transaction Documents and the transactions contemplated hereby and thereby. The Company further acknowledges that the Investor
is not 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 hereby and thereby and any advice given by the Investor or any of its representatives or
agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental
to the Investor’s purchase of the Securities. The Company further represents to the Investor that the Company’s decision
to enter into the Transaction Documents has been based solely on the independent
evaluation by the Company and its representatives and advisors.


 


Section
4.12NO GENERAL SOLICITATION;
NO INTEGRATED OFFERING. Neither the


Company,
any Subsidiary, nor any of their respective affiliates, nor any Person acting on their behalf, has engaged in any form of general
solicitation or general advertising (within the meaning of Regulation D under the Securities Act) in connection with the offer
or sale of the Securities. Neither the Company, any




    	 	10	 



     


    

Subsidiary,
nor any of their respective affiliates, nor any
Person acting on their behalf has, directly or indirectly, made any offers or sales
of any security or solicited any offers to buy any security, under circumstances
that would require registration of the offer
and sale of any of the Securities under the Securities Act, whether through integration with prior offerings or otherwise,
or cause this offering of the Securities to be integrated with prior offerings by
the Company in a manner that would require stockholder approval pursuant to the rules
of the Principal Market on which any of the securities of
the Company are listed or designated. The issuance and sale of the Securities hereunder does not contravene the rules and
regulations of the Principal Market.


 


Section
4.13 INTELLECTUAL PROPERTY
RIGHTS. The Company and each Subsidiary own or possess adequate rights or licenses to use all material trademarks, trade names,
service marks, service mark registrations, service names, patents, patent rights, copyrights, inventions, licenses, approvals,
governmental authorizations, trade secrets and rights necessary to conduct their respective businesses as now conducted. None
of the Company’s, nor any Subsidiary’s material Intellectual Property
has expired or terminated, or, by the terms and conditions thereof, could expire
or terminate within two years from the date of this Agreement. The Company does not have any knowledge of any infringement by
the Company and/or any Subsidiary of any material Intellectual Property of others,
or of any such development of similar
or identical trade secrets or technical information by others, and there is no claim, action or
proceeding being made or brought against, or to the Company’s knowledge,
being threatened against, the Company and/or any Subsidiary regarding the infringement of any Intellectual Property, which could
reasonably be expected to have a Material Adverse Effect.


 


Section
4.14 ENVIRONMENTAL LAWS.
To the Company’s knowledge, the Company and each Subsidiary (i) is in compliance with any and all applicable foreign, federal,
state and local laws and regulations relating to the protection of human health and safety, the environment or hazardous or toxic
substances or wastes, pollutants or contaminants (“Environmental Laws”), (ii) has received all permits, licenses
or other approvals required of it under applicable Environmental Laws to conduct its respective businesses and (iii) is in compliance
with all terms and conditions of any such permit, license or approval, except where, in each of the three foregoing clauses, the
failure to so comply could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.


 


Section
4.15 TITLE. Except
as disclosed in the SEC Documents, the Company and each Subsidiary has good and marketable title in fee simple to all real
property owned by it and good and marketable title in all personal property owned by it that is material to the business of
the Company and each Subsidiary, in each case free and clear of all Liens
and, except for 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 or any Subsidiary and Liens for the payment of federal, state or other
taxes, the payment of which is neither delinquent nor
subject to penalties. Any real property and facilities held under lease by
the Company or any Subsidiary is held under valid, subsisting and enforceable leases with which the Company is in compliance with
such exceptions as are not material and do not interfere with the use made and proposed
to be made of such property and buildings by the Company or any Subsidiary.


 


Section
4.16 INSURANCE. The Company
and each Subsidiary is insured by insurers of recognized financial responsibility against such losses and risks and in such amounts
as management of the Company believes to be prudent and customary in the businesses in which the Company and each Subsidiary is
engaged. Neither the Company, nor any Subsidiary has been refused any insurance coverage sought or
applied for, and the Company has no reason to believe that it or any Subsidiary will not be able to renew its existing
insurance coverage as and when such coverage expires or to obtain similar coverage
from similar insurers as may be necessary to continue its business at a cost that
would not materially and adversely affect the condition, financial or
otherwise, or the earnings, business or operations of
the Company, taken as a whole.




    	 	11	 



     


    

Section
4.17 REGULATORY PERMITS.
The Company and each Subsidiary possesses all material certificates, authorizations and permits issued by the appropriate federal,
state or foreign regulatory authorities necessary to conduct its businesses, and neither the Company, nor any Subsidiary has received
any notice of proceedings relating to the revocation or modification of any such
certificate, authorization or permit.


 


Section
4.18 TAX STATUS. The Company
and each Subsidiary has made or filed all federal and state income and all other material tax returns, reports and declarations
required by any jurisdiction to which it is subject (unless and only to the extent that the Company has set
aside on its books provisions reasonably adequate for the payment of all unpaid and unreported taxes) and 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, except those being contested in good faith and has set aside on its books provision reasonably adequate
for the payment of all taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There
are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of
the Company know of no basis for any such claim.


 


Section
4.19 TRANSACTIONS WITH AFFILIATES.
Except as set forth in the SEC Documents, 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, 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 or partner, in each case in excess of the lesser of (i) $120,000 or
(ii) one percent of the average of the Company’s total assets at year
end for the last two completed fiscal years, 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 any stock option plan
of the Company.


 


Section
4.20 APPLICATION OF TAKEOVER
PROTECTIONS. The Company and its board of directors have taken or
will take prior to the Execution 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 articles of incorporation
or the laws of the state of its incorporation which is or
could become applicable to the Investor as a result of the transactions contemplated
by this Agreement, including, without limitation, the Company’s issuance of
the Securities and the Investor’s ownership of the Securities.


 


Section
4.21 FOREIGN CORRUPT PRACTICES.
Neither the Company, any Subsidiary, nor to the knowledge of
the Company, 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 the Foreign Corrupt Practices Act
of 1977, as amended.


 


Section
4.22 SARBANES-OXLEY. The
Company is in compliance with all provisions of the Sarbanes-Oxley Act of 2002, as amended, which are applicable to it.




    	 	12	 



     


    

Section
4.23 CERTAIN FEES. No brokerage
or finder’s fees or commissions
are or will be payable by the Company 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 Investor shall have no obligation with respect to any fees or
with respect to any claims made by or on behalf of other Persons for fees
of a type contemplated in this Section 4.22 that may
be due in connection with the transactions contemplated by the Transaction Documents.


 


Section
4.24 INVESTMENT COMPANY.
The Company is not an “investment company” within


the
meaning of the Investment Company Act of 1940, as amended.


 


Section
4.25 ACCOUNTANTS. The
Company’s accountants are set forth in the SEC Documents and, to the knowledge of the Company, such accountants are an independent
registered public accounting firm as required by the Securities Act.


 


Section
4.26 NO MARKET MANIPULATION.
Neither the Company, nor any Subsidiary has, and to its knowledge no Person acting on either of their 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.


 


Section
4.27 NO DISQUALIFICATION EVENTS.
None of the Company, any Subsidiary, any of their predecessors, any affiliated issuer,
any director, executive officer, other officer of
the Company or any Subsidiary participating in the offering contemplated hereby, 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”)
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) under the Securities
Act. The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification
Event.


 


Section
4.28 MONEY LAUNDERING.
The Company and each Subsidiary is in compliance with, and has not previously violated, the USA PATRIOT ACT of 2001 and all other
applicable U.S. and non-


U.S. 
anti-money laundering laws and regulations, including,
but not limited to, the laws, regulations and Executive Orders and sanctions programs administered by the U.S. Office of Foreign
Assets Control, including, but not limited, to (i) Executive Order 13224 of
September 23, 2001 entitled, “Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to
Commit, or Support Terrorism” (66 Fed. Reg.
49079 (2001)); and (ii) any regulations contained in 31 CFR, Subtitle B, Chapter V.


 


Section
4.29ILLEGALORUNAUTHORIZEDPAYMENTS;POLITICAL


CONTRIBUTIONS.
Neither the Company, nor any Subsidiary has, nor, to the best of
the Company’s knowledge (after reasonable inquiry of its officers and directors), any of the officers, directors,
employees, agents or other representatives of the Company, any Subsidiary or any
other business entity or enterprise with which the Company is or has been affiliated
or associated, has, directly or indirectly, made or authorized any payment, contribution
or gift of money, property, or services,
whether or not in contravention of applicable law, (a) as a kickback or bribe to
any Person or (b) to any political organization, or the holder of or any aspirant
to any elective or appointive public office except for personal political contributions
not involving the direct or indirect use of funds of the Company.




    	 	13	 



     


    

Section
4.30 SHELL COMPANY STATUS.
The Company is not currently an issuer identified in Rule 144(i)(1)(i) under the Securities Act, is subject to the reporting requirements
of Section 13 or 15(d) of the Exchange Act, has filed all reports and other materials
required to be filed by Section 13 or 15(d) of
the Exchange Act, as applicable during the preceding 12 months, and, as of a
date at least one year prior to the Execution Date, has filed current “Form
10 information” with the SEC (as defined in Rule 144(i)(3) of the Securities
Act) reflecting its status as an entity that is no longer an issuer described in Rule 144(i)(1)(i) of
the Securities Act.


 


Section
4.31 ABSENCE OF SCHEDULES.
In the event that on the Execution Date, the Company does not deliver any disclosure schedule contemplated by this Agreement,
the Company hereby acknowledges and agrees that (i) each such undelivered disclosure
schedule shall be deemed to read as follows: “Nothing to Disclose”, and (ii) the Investor has not
otherwise waived delivery of such disclosure schedule.


 


ARTICLE
V COVENANTS OF INVESTOR


 


Section
5.1COMPLIANCE WITH LAW;
TRADING IN SECURITIES. The Investor’s


trading
activities with respect to shares of Common Stock will be in compliance with all
applicable state and federal securities laws and regulations and the rules and regulations of FINRA and the Principal Market.


 


Section
5.2 SHORT SALES AND
CONFIDENTIALITY. Neither the Investor, nor any affiliate of the Investor
acting on its behalf or pursuant to any understanding with it, will execute any Short
Sales during the period from the Execution Date to the end of the Commitment Period. For the purposes hereof, and in accordance
with Regulation SHO, the sale after delivery of a Put Notice of such number of shares
of Common Stock reasonably expected to be purchased under a Put Notice shall not
be deemed a Short Sale. The Investor shall, until such time as the transactions contemplated by this Agreement are publicly disclosed
by the Company in accordance with the terms of this Agreement, maintain the confidentiality of the existence and terms of this
transaction and the information included in the Transaction Documents. The Investor agrees not to disclose any Confidential Information
of the Company to any third party, except for
attorneys, accountants, advisors who have a need to know such Confidential
Information and are bound by confidentiality, and shall not use any Confidential Information for any purpose other than in connection
with, or in furtherance of, the transactions contemplated hereby. The Investor acknowledges
that the Confidential Information of the Company shall remain the property of the Company and agrees that it shall take all reasonable
measures to protect the secrecy of any Confidential Information disclosed by the
Company.


 


ARTICLE
VI


COVENANTS
OF THE COMPANY


 


Section
6.1REMOVED AND
RESERVED.


 


Section
6.2 LISTING OF COMMON STOCK.
The Company shall promptly secure the listing of all of the Put Shares and Commitment
Shares to be issued to the Investor hereunder on the Principal Market (subject to official notice of
issuance) and shall use commercially reasonable best efforts to maintain, so long as any shares of Common Stock shall be
so listed, the listing of all such Put Shares and Commitment Shares from time to time issuable hereunder. The Company shall use
its commercially reasonable efforts to continue the listing and trading of the Common
Stock on the Principal Market (including, without limitation, maintaining sufficient net
tangible assets) and will comply in all respects with the Company’s reporting, filing and other
obligations under the bylaws or rules of
FINRA and the Principal Market. The Company shall not take any action that would reasonably be expected to result in the




    	 	14	 



     


    

delisting
or suspension of the Common Stock on the Principal Market. The Company shall promptly, and in no event later than the following
Trading Day, provide to the Investor copies of any notices it receives from any Person regarding the continued eligibility of
the Common Stock for listing on the Principal Market. The Company shall pay all fees and expenses in connection with satisfying
its obligations under this Section 6.2). The Company shall take all action necessary to ensure that its Common Stock can
be transferred electronically as DWAC Shares.


 


Section
6.3 OTHER EQUITY LINES.
So long as this Agreement remains in effect, the Company covenants and agrees that it will not, without the prior written consent
of the Investor, enter into any other equity line of credit agreement with any other party, without the Investor’s prior
written consent, which consent may be granted or withheld in the Investor’s sole and absolute discretion.


 


Section
6.4FILING OF CURRENT REPORT
AND REGISTRATION STATEMENT. The


Company
agrees that it shall file a Current Report on
Form 8-K, including the Transaction Documents as exhibits thereto, with the SEC within the time required by the Exchange
Act, relating to the transactions contemplated by, and describing the material terms and conditions of,
the Transaction Documents (the “Current Report”). The Company shall permit the Investor to review and
comment upon the final pre-filing draft version of the Current Report at least two
(2) Trading Days prior to its filing with the SEC, and the Company shall give reasonable consideration to all such comments. The
Investor shall use its reasonable best efforts to comment upon the final pre-filing draft version of
the Current Report within one (1) Trading Day from the date the Investor receives it from the Company. Pursuant to the
terms of the Registration Rights Agreement, the Company shall also file with the SEC, on or
before the twenty-eighth (28th) day following the Execution Date, a new registration
statement on Form S-1 (the “Registration Statement”) covering only the resale of the Put Shares and Commitment
Shares.


 


Section
6.5 ISSUANCE OF COMMITMENT
SHARES. In consideration for the Investor’s execution and delivery of, and
performance under this Agreement, the Company shall cause the Transfer Agent to issue the Commitment Shares to the Investor on
the Execution Date. For the avoidance of doubt, all of the Commitment Shares shall
be fully earned as of the Execution Date, and the issuance of
the Commitment Shares is not contingent upon any other
event or condition, including, without limitation, the effectiveness of the Registration Statement or the Company’s
submission of a Put Notice to the Investor and irrespective of any termination of
this Agreement. Furthermore, half of the Commitment Shares will be returned
to the Company if the Company determines, in its sole discretion, to terminate this Agreement consistent with the Section 10.6
of this Agreement within six months of the S-1 being declared effective by the SEC (“S-1 Effective Date”). Until the
six-month anniversary of the S-1 Effective Date, the Investor will hold half of the Commitment Shares in book entry at the Company’s
transfer agent.


 


Section
6.6DUE
DILIGENCE; CONFIDENTIALITY;
NON-PUBLIC INFORMATION.


The
Investor shall have the right, from time to time as the Investor may reasonably deem
appropriate, to perform reasonable due diligence on the Company during normal business hours. The Company, each Subsidiary and
their respective officers and employees shall provide information and reasonably cooperate with the Investor in connection with
any reasonable request by the Investor related to the Investor’s due diligence
of the Company. The Company agrees not to disclose any Confidential Information of
the Investor to any third party, except for attorneys, accountants, advisors
who have a need to know such Confidential Information and are bound by confidentiality,
and shall not use any Confidential Information for any
purpose other than in connection with, or in furtherance of,
the transactions contemplated hereby. The Company acknowledges that the Confidential Information of
the Investor shall remain the property of the Investor and agrees that it
shall take all reasonable measures to protect the secrecy of any Confidential Information disclosed by the Investor. The Company
confirms that neither it nor any other Person acting on its behalf shall provide the
Investor or its agents or counsel with any information that constitutes or might constitute
material, non-public information, unless a simultaneous public announcement thereof is made by the Company in the manner
contemplated by Regulation FD. In the event of a breach of the foregoing




    	 	15	 



     


    

covenant
by the Company or any Person acting on its behalf (as determined in the reasonable good faith judgment of the Investor), in addition
to any other remedy provided herein or in the other Transaction Documents, the Investor
shall have the right to make a public disclosure, in the form of a press release, public advertisement or
otherwise, of such material, non-public information without the prior approval
by the Company; provided the Investor shall have first provided notice to the Company that it believes it has received information
that constitutes material, non-public information, and the Company shall have had at least twenty-four (24) hours to publicly
disclose such material, non-public information prior to any such disclosure by the Investor, and the Company shall have failed
to publicly disclose such material, non-public information within such time period. The Investor shall not have any liability
to the Company, any Subsidiary, or any of their respective directors, officers, employees,
stockholders, affiliates or agents, for any
such disclosure. The Company understands and confirms that the Investor shall be relying on the foregoing covenants in effecting
transactions in securities of the Company.


 


Section
6.7 PURCHASE RECORDS. The
Company shall maintain records showing the Available Amount at any given time and
the date, Investment Amount and Put Shares for each Put, contained in the applicable
Put Notice.


 


Section
6.8 TAXES. The Company
shall pay any and all transfer, stamp or similar taxes that may be payable with respect to the issuance and delivery of any shares
of Common Stock to the Investor made under this Agreement.


 


Section
6.9 USE OF PROCEEDS. The
Company will use the net proceeds from the offering of Put Shares hereunder in the manner described in the Registration Statement
or the SEC Documents.


 


Section
6.10 OTHER TRANSACTIONS.
The Company shall not enter into, announce or recommend to its stockholders any agreement, plan, arrangement or transaction in
or of which the terms thereof would restrict, materially delay, conflict with or impair the ability or right of the Company to
perform its obligations under the Transaction Documents, including, without limitation, the obligation of the Company to deliver
the Put Shares and the Commitment Shares to the Investor in accordance with the terms of the Transaction Documents.


 


Section
6.11 INTEGRATION. In any
case subject to the terms of the Registration Rights Agreement, from and after the Execution Date, neither the Company, nor
or any of its affiliates will, and the
Company shall use its reasonable best efforts to ensure that no Person acting on
their behalf will, directly or indirectly, make any offers or sales of any security or solicit any offers to buy any security,
under circumstances that would require registration of the offer
and sale of any of the Securities under the Securities Act.


 


Section
6.12 KEY PERSON. If at
any time during the Commitment Period either of the Company’s CEO or COO as
of the Execution Date, resigns or is otherwise removed from office (except for cases
of death or disability), then a liquidated
damages charge of $25,000.00 will be
assessed, in each case, and will become immediately due and payable to the Buyer in
the form of cash payment. The liquidated damages charge in this Section 6.12 shall be in addition to, and not
in substitution of, any of the
other rights of the Investor under this Agreement.


 


Section
6.13 TRANSACTION DOCUMENTS.
On the Execution Date, the Company shall deliver to the Investor executed copies of all
of the Transaction Documents.


 


ARTICLE
VII


CONDITIONS
TO DELIVERY OF PUT NOTICES AND CONDITIONS TO CLOSING


 


Section
7.1CONDITIONS PRECEDENT
TO THE RIGHT OF THE COMPANY TOISSUE


AND
SELL PUT SHARES. The right of the Company to issue and sell the Put Shares to the Investor is




    	 	16	 



     


    

subject
to the satisfaction of each of the conditions set forth below:


(a)               
ACCURACY OF INVESTOR’S
REPRESENTATIONS AND WARRANTIES. The representations and warranties of
the Investor shall be true and correct in all material respects as of the
Execution Date and as of the date of each
Closing as though made at each such time.


 


(b)               
PERFORMANCE BY INVESTOR.
Investor shall have performed, satisfied and complied in all respects with all covenants, agreements and conditions required by
this Agreement to be performed, satisfied or complied with by the Investor at or
prior to such Closing.


 


(c)               
REGISTRATION STATEMENT.
The Company shall not have the right to issue any Put Shares if the Registration Statement, and any amendment or
supplement thereto, shall fail to be and remain effective for the resale by the Investor of the Put Shares and Commitment
Shares.


 


Section
7.2CONDITIONS PRECEDENT
TO THE OBLIGATION OF INVESTOR TO


PURCHASE
PUT SHARES. The obligation of the Investor hereunder to purchase Put Shares is subject to the satisfaction of each of the
following conditions:


 


(a)               
REGISTRATION STATEMENT.
The Registration Statement, and any amendment or supplement thereto, shall be and
remain effective for the resale by the Investor of the Put Shares and the Commitment
Shares and (i) neither the Company nor the Investor shall have received notice that the SEC has issued or intends to issue a stop
order with respect to such Registration Statement or that the SEC otherwise has suspended or withdrawn the effectiveness of such
Registration Statement, either temporarily or permanently, or
intends or has threatened to do so and (ii) no other suspension of
the use of, or withdrawal of the effectiveness of,
such Registration Statement or related prospectus shall exist. The Company
shall have prepared and filed with the SEC a final and complete prospectus (the preliminary form of which shall be included in
the Registration Statement) and shall have delivered to the Investor a true and complete copy thereof. Such prospectus shall be
current and available for the resale by the Investor of
all of the Securities covered thereby.


 


(b)               
ACCURACY OF THE COMPANY’S
REPRESENTATIONS AND WARRANTIES. The representations and warranties of the Company
shall be true and correct in all material respects as of the Execution Date and as
of the date of each Closing (except
for representations and warranties under the first sentence of Section 4.3,
which are specifically made as of the Execution Date and shall be true and correct in all respects as of
the Execution Date).


 


(c)               
PERFORMANCE BY THE COMPANY.
The Company shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions
required by this Agreement to be performed, satisfied or complied with by the Company.


 


(d)               
NO INJUNCTION. No statute,
rule, regulation, executive order, decree, ruling or
injunction shall have been enacted, entered, promulgated or adopted by any court or
governmental authority of competent jurisdiction that prohibits or directly
and materially adversely affects any of the transactions contemplated by the Transaction Documents, and no proceeding shall have
been commenced that may have the effect of
prohibiting or materially adversely affecting any of the transactions contemplated
by the Transaction Documents.


 


(e)               
ADVERSE CHANGES. Since
the date of filing of the Company’s
most recent SEC Document, no event that had or is reasonably likely to have a Material
Adverse Effect has occurred.


 


(f)                
NO SUSPENSION OF TRADING IN
OR DELISTING OF COMMON STOCK. The trading of the Common Stock shall not have
been suspended by the SEC, the Principal Market or FINRA, or otherwise halted for
any reason, and the Common Stock shall have been approved for listing or quotation




    	 	17	 



     


    

on
and shall not have been delisted from the Principal Market. In the event of a suspension, delisting, or
halting for any reason, of the trading of
the Common Stock, as contemplated by this Section 7.2(f), the Investor shall have the right to return to the Company
any remaining amount of Put Shares associated with such Put, and the Purchase Price with respect to such Put shall be reduced
accordingly.


 


(g)               
BENEFICIAL OWNERSHIP LIMITATION.
The number of Put Shares to be purchased by the Investor shall not exceed the number of
such shares that, when aggregated with all other shares of Common Stock then
owned by the Investor beneficially or deemed beneficially owned by the Investor, would result in the Investor owning more than
the Beneficial Ownership Limitation (as defined below), as determined in accordance with Section 16 of the Exchange Act
and the regulations promulgated thereunder. For purposes of this Section
7.2(g), in the event that the amount of Common Stock outstanding, as determined in accordance with Section 16 of the Exchange
Act and the regulations promulgated thereunder, is greater on a Closing Date than
on the date upon which the Put Notice associated with such Closing Date is given, the amount of
Common Stock outstanding on such Closing Date shall govern for purposes of determining whether the Investor, when
aggregating all purchases of Common Stock made pursuant to this Agreement,
would own more than the Beneficial Ownership Limitation following such Closing Date. The “Beneficial Ownership Limitation”
shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares
of Common Stock issuable pursuant to a Put Notice.


 


(h)               
NO KNOWLEDGE. The Company
shall have no knowledge of any event more likely than not to have the effect of causing the Registration Statement to be suspended
or otherwise ineffective (which event is more likely than not to occur within the
fifteen (15) Trading Days following the Trading Day on which such Put Notice is deemed
delivered). The Company shall have no knowledge of any untrue statement (or
alleged untrue statement) of a material fact or omission (or
alleged omission) of a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances under which they were made,
not misleading, in the Registration Statement, any effective registration statement filed pursuant to the Registration
Rights Agreement or any post-effective amendment or
prospectus which is a part of the foregoing, unless the Company has filed an amendment with the SEC or
taken such other.


 


(i)                 
NO VIOLATION OF SHAREHOLDER
APPROVAL REQUIREMENT. The issuance of the Put Shares shall not violate the shareholder
approval requirements of the Principal Market.


 


(j)                 
OFFICER’S CERTIFICATE.
On the date of delivery of each Put Notice,
the Investor shall have received the Closing Certificate executed by an executive officer of the Company and to the effect
that all the conditions to such Closing shall have been satisfied as of the date of each such certificate.


 


		(k)	DWAC
                                         ELIGIBLE.
                                         The Common Stock must be DWAC Eligible and
                                         not subject to a



“DTC
chill.”


 


(l)                 
SEC DOCUMENTS. All
reports, schedules, registrations, forms, statements, information and other
documents required to have been filed by the Company with the SEC pursuant to the reporting requirements of
the Exchange Act (other than Forms 8-K) shall have been filed with the SEC
within the applicable time periods prescribed for such filings under the Exchange
Act.


 


		(m)	REMOVED
                                         AND RESERVED.



 


		(n)	REMOVED
                                         AND RESERVED.





    	 	18	 



     


    

(o)               
MINIMUM PRICING. The lowest
traded price of the Common Stock in the five (5) Trading Days immediately preceding
the respective Put Date must exceed $0.01 per
share.


 


(p)               
NO VIOLATION. No statute,
regulation, order, guidance, decree, writ, ruling or injunction shall have been enacted,
entered, promulgated, threatened or endorsed by any federal, state, local or
foreign court or governmental authority of competent jurisdiction, including,
without limitation, the SEC, which prohibits the consummation of or which would materially
modify or delay any of the transactions contemplated by the Transaction Documents.


 


(q)               
LEGAL OPINION. The Company
shall cause to be delivered to the Investor a written opinion of counsel satisfactory
to the Investor, in form and substance satisfactory to the Investor and its counsel, relating to the availability and effectiveness
of the Registration Statement, as supplemented by any prospectus supplement or
amendment thereto, and regarding the Company’s compliance with the Delaware Statutes and the federal securities laws
of the United States in the issuance, sale and registration of the Put Shares and Commitment Shares.


 


ARTICLE
VIII LEGENDS


 


Section
8.1 NO RESTRICTIVE STOCK LEGEND.
No restrictive stock legend shall be placed on the share certificates representing the Put Shares.


 


Section
8.2 INVESTOR’S COMPLIANCE.
Nothing in this Article VIII shall affect in any way the Investor’s obligations hereunder to comply with all applicable
securities laws upon the sale of the Common Stock.


 


ARTICLE
IX NOTICES;


INDEMNIFICATION


 


Section
9.1 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 (a) personally served, (b) deposited in the mail, registered or certified,
return receipt requested, postage prepaid, (c) delivered by reputable air courier service
with charges prepaid, or (d) transmitted by hand delivery, telegram, or e-mail as
a PDF, addressed as set forth below or to
such other address as such party shall have specified most recently by written notice given in accordance herewith. Any notice
or other communication required or
permitted to be given hereunder shall be deemed effective (i) upon hand delivery or delivery by e-mail at the address 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 (ii) on the second business day following the date of mailing by express
courier service or on the fifth business day after deposited in the mail, in each
case, fully prepaid, addressed to such address, or upon actual receipt of
such mailing, whichever shall first occur.


 


The
addresses for such communications shall be: If to the Company:


Generex
Biotechnology Corporation 10102 USA Today Way


Miramar,
Florida 33025


Email:
jmoscato@nugenerex.com




    	 	19	 



     


    

Attention:
Joseph Moscato, CEO


 


If
to the Investor:


 


Oasis
Capital, LLC


208
Ponce de Leon Ave, Suite 1600 San Juan, PR 00918


E-mail:


Attention:
Adam Long, Managing Partner


 


with
a copy to (that shall not constitute notice) K&L Gates LLP


200
S. Biscayne Blvd., Suite 3900


Miami,
FL 33131


E-mail:
john.owens@klgates.com Attention: John D. Owens, III, Esq.


 


Either
party hereto may from time to time change its address or e-mail for notices under this Section 9.1 by


giving
at least ten (10) days’ prior written notice of such changed address to the other party hereto.


 


Section
9.2 INDEMNIFICATION. Each
party hereto (an “Indemnifying Party”) agrees to indemnify and
hold harmless the other party along with its officers, directors, employees, and authorized
agents and representatives, and each Person or entity, if any, who controls such
party within the meaning of Section 15 of the Securities Act
or Section 20 of the Exchange Act or
the rules and regulations thereunder (an “Indemnified Party”) from and against any and all Damages,
joint or several, and any and all actions in respect thereof to which the Indemnified
Party becomes subject to, resulting from, arising out of or relating to (i) any misrepresentation,
breach of warranty or nonfulfillment of or
failure to perform any covenant or agreement on the part of
the Indemnifying Party contained in this Agreement, (ii) any untrue statement
or alleged untrue statement of a material fact contained in the Registration Statement,
any registration statement pursuant to the Registration Rights Agreement or any post-effective amendment thereof or supplement
thereto, or the omission or alleged omission therefrom of a material fact required
to be stated therein or necessary to make the statements therein not misleading,
(iii) any untrue statement or alleged untrue statement of a material fact contained
in any preliminary prospectus or contained in the final prospectus (as amended or supplemented,
if the Company files any amendment thereof or supplement thereto with the SEC) or
the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in the
light of the circumstances under which the statements therein were made, not misleading,
or (iv) any violation or alleged violation by the Company of the Securities Act,
the Exchange Act, any state securities law or any rule or
regulation under the Securities Act, the Exchange Act or any state securities law, as such Damages are incurred, except
to the extent such Damages result primarily from the Indemnified Party’s failure to perform any covenant or agreement contained
in this Agreement or the Indemnified Party’s negligence, recklessness, fraud,
willful misconduct or bad faith in performing its obligations under this Agreement;
provided, however, that the foregoing indemnity agreement shall not apply to any Damages of an Indemnified Party
to the extent, but only to the extent, arising out of
or based upon any untrue statement or alleged untrue statement or omission
or alleged omission made by an Indemnifying Party in reliance upon and in conformity with written information furnished to the
Indemnifying Party by the Indemnified Party expressly for use in the Registration
Statement, any post- effective amendment thereof or supplement thereto, or
any preliminary prospectus or final prospectus (as amended or supplemented).




    	 	20	 



     


    

Section
9.3METHOD OF ASSERTING
INDEMNIFICATION CLAIMS. All claims for


indemnification
by any Indemnified Party under Section 9.1 shall be asserted and resolved as follows:


 


(a)               
In the event any claim or demand
in respect of which an Indemnified Party might seek indemnity under Section 9.2
is asserted against or sought to be collected from such Indemnified Party by
a Person other than a party hereto or an affiliate thereof (a “Third Party
Claim”), the Indemnified Party shall deliver a written notification, enclosing a copy of all papers served, if any,
and specifying the nature of and basis for
such Third Party Claim and for the Indemnified Party’s claim for indemnification
that is being asserted under any provision of Section 9.2 against an Indemnifying
Party, together with the amount or, if not then reasonably ascertainable, the estimated amount, determined in good faith, of
such Third Party Claim (a “Claim Notice”) with reasonable promptness to the Indemnifying Party. If the
Indemnified Party fails to provide the Claim Notice with reasonable promptness after the Indemnified Party receives notice of
such Third Party Claim, the Indemnifying Party shall not be obligated to indemnify the Indemnified Party with respect to
such Third Party Claim to the extent that the Indemnifying Party’s ability to defend has been prejudiced by such failure
of the Indemnified Party. The Indemnifying Party shall notify the Indemnified Party as soon
as practicable within the period ending thirty (30) calendar days following receipt by the Indemnifying Party of either
a Claim Notice or an Indemnity Notice (as defined below) (the “Dispute Period”)
whether the Indemnifying Party disputes its liability or the amount of its liability
to the Indemnified Party under Section 9.2 and whether the Indemnifying Party
desires, at its sole cost and expense, to defend the Indemnified Party against such
Third Party Claim.


 


(i)                 
If the Indemnifying Party notifies
the Indemnified Party within the Dispute Period that the Indemnifying Party desires to defend the Indemnified Party with respect
to the Third Party Claim pursuant to this Section 9.3(a), then the Indemnifying Party shall have the right to defend, with
counsel reasonably satisfactory to the Indemnified Party, at the sole cost and expense of the Indemnifying Party, such Third Party
Claim by all appropriate proceedings, which proceedings shall be vigorously and diligently prosecuted by the Indemnifying Party
to a final conclusion or will be settled
at the discretion of the Indemnifying Party (but only with the consent of the Indemnified
Party in the case of any settlement that provides for any relief other than the payment of monetary damages or that provides for
the payment of monetary damages as to which the Indemnified Party shall not be indemnified in full pursuant to Section
9.1). The Indemnifying Party shall have full control of such defense and proceedings,
including any compromise or settlement thereof; provided, however, that the Indemnified Party may,
at the sole cost and expense of the Indemnified Party, at any time prior to
the Indemnifying Party’s delivery of the notice referred to in the first sentence of this clause (i), file any motion, answer
or other pleadings or take any other
action that the Indemnified Party reasonably believes to be necessary or appropriate
to protect its interests; and provided, further, that if requested by the Indemnifying Party, the Indemnified Party
will, at the sole cost and expense of the
Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in contesting any Third Party Claim that the Indemnifying
Party elects to contest. The Indemnified Party may participate in, but not
control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this clause
(i), and except as provided in the preceding sentence, the Indemnified Party shall bear its own costs and expenses with respect
to such participation. Notwithstanding the foregoing, the Indemnified Party may takeover
the control of the defense or settlement of a Third Party Claim at any time if it irrevocably waives its right to indemnity under
Section 9.1 with respect to such Third Party Claim.


 


(ii)               
If the Indemnifying Party fails
to notify the Indemnified Party within the Dispute Period that the Indemnifying Party desires to defend the Third Party Claim
pursuant to this Section 9.3(a), or if the Indemnifying Party gives such notice
but fails to prosecute vigorously and diligently or settle the Third Party Claim, or
if the Indemnifying Party fails to give any notice whatsoever within the Dispute Period, then the Indemnified Party shall have
the right to defend, at the sole cost and expense of the Indemnifying Party, the Third Party Claim by all appropriate proceedings,
which proceedings shall be




    	 	21	 



     


    

prosecuted
by the Indemnified Party in a reasonable manner and in good faith or will be settled at the discretion of
the Indemnified Party (with the consent of the Indemnifying Party, which consent will not be unreasonably withheld). The
Indemnified Party will have full control of such defense and proceedings, including any compromise or settlement thereof; provided,
however, that if requested by the Indemnified Party, the Indemnifying Party will, at
the sole cost and expense of the Indemnifying Party, provide reasonable cooperation
to the Indemnified Party and its counsel in contesting any Third Party Claim which the Indemnified Party is contesting. Notwithstanding
the foregoing provisions of this clause (ii), if the Indemnifying Party has notified the Indemnified Party within the Dispute
Period that the Indemnifying Party disputes its liability or the amount of its liability hereunder to the Indemnified Party with
respect to such Third Party Claim and if such dispute is resolved in favor of the
Indemnifying Party in the manner provided in clause (iii) below, the Indemnifying Party will not be required to bear the costs
and expenses of the Indemnified Party’s defense pursuant to this clause (ii) or of
the Indemnifying Party’s participation therein at the Indemnified Party’s request, and the Indemnified Party
shall reimburse the Indemnifying Party in full for all reasonable costs and expenses incurred by the Indemnifying Party in connection
with such litigation. The Indemnifying Party may participate in, but not
control, any defense or settlement controlled by the Indemnified Party pursuant
to this clause (ii), and the Indemnifying Party shall bear its own costs and expenses with respect to such participation.


 


(iii)             
If the Indemnifying Party notifies
the Indemnified Party that it does not dispute its liability or the amount of its liability to the Indemnified Party with respect
to the Third Party Claim under Section 9.1 or fails to notify the Indemnified
Party within the Dispute Period whether the Indemnifying Party disputes its liability or the amount of
its liability to the Indemnified Party with respect to such Third Party Claim,
the amount of Damages specified in the Claim Notice shall be conclusively
deemed a liability of the Indemnifying Party under Section 9.1 and the Indemnifying
Party shall pay the amount of such Damages to the Indemnified Party on demand. If
the Indemnifying Party has timely disputed its liability or the amount of
its liability with respect to such Third Party Claim, the Indemnifying Party
and the Indemnified Party shall proceed in good faith to negotiate a resolution of such
dispute; provided, however, that if the dispute is not resolved within thirty (30) days after the Claim Notice,
the Indemnifying Party shall be entitled to institute such legal action as it deems appropriate.


 


(b)               
In the event any Indemnified
Party should have a claim under Section 9.1 against the Indemnifying Party
that does not involve a Third Party Claim, the Indemnified Party shall deliver a
written notification of a claim for indemnity under Section 9.1 specifying
the nature of and basis for such claim,
together with the amount or, if not then reasonably ascertainable, the estimated amount, determined in good faith, of
such claim (an “Indemnity Notice”) with reasonable promptness to the Indemnifying Party. The failure
by any Indemnified Party to give the Indemnity Notice shall not impair such party’s rights hereunder except to the extent
that the Indemnifying Party demonstrates that it has been irreparably prejudiced thereby. If the Indemnifying Party notifies the
Indemnified Party that it does not dispute the claim or the amount of
the claim described in such Indemnity Notice or fails to notify the Indemnified
Party within the Dispute Period whether the Indemnifying Party disputes the claim or the amount of the claim described in such
Indemnity Notice, the amount of Damages specified in the Indemnity Notice will be
conclusively deemed a liability of the Indemnifying Party under Section 9.1 and
the Indemnifying Party shall pay the amount of
such Damages to the Indemnified Party on demand. If the Indemnifying Party has timely disputed its liability or the amount
of its liability with respect to such claim,
the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution of
such dispute; provided, however, that if the dispute is not resolved within thirty (30) days after the Claim Notice, the
Indemnifying Party shall be entitled to institute such legal action as it deems appropriate.


 


(c)               
The Indemnifying Party agrees
to pay the Indemnified Party, promptly as such expenses are incurred and are due and payable, for
any reasonable legal fees or other reasonable expenses incurred by them in
connection with investigating or defending any such Claim.




    	 	22	 



     


    

(d)               
The indemnity provisions contained
herein shall be in addition to (i) any cause of action or similar rights of
the Indemnified Party against the Indemnifying Party or others, and (ii) any liabilities the Indemnifying Party may
be subject to.


 


ARTICLE
X MISCELLANEOUS


 


Section
10.1 GOVERNING LAW. This
Agreement shall be governed by and interpreted in accordance with the laws of the
State of Kansas without regard to the principles of conflicts of law (whether of the State of Kansas or any other
jurisdiction).


 


Section
10.2 ARBITRATION. Any
disputes, claims, or controversies arising out of or relating to the Transaction
Documents, or the transactions, contemplated thereby, or the breach, termination,
enforcement, interpretation or validity thereof, including the determination of the
scope or applicability of this Agreement
to arbitrate, shall be referred to and resolved solely and exclusively by binding arbitration to be conducted before the Judicial
Arbitration and Mediation Service (“JAMS” ), or its successor
pursuant the expedited procedures set forth in the JAMS Comprehensive Arbitration
Rules and Procedures (the “Rules” ), including Rules 16.1 and 16.2 of
those Rules. The arbitration shall be held in New York, New York, before a tribunal consisting of
three (3) arbitrators each of whom will be selected in accordance with the “strike and rank” methodology set
forth in Rule 15. Either party to this Agreement may, without waiving any remedy under
this Agreement, seek from any federal or state court sitting in the State of
Kansas any interim or provisional relief that is necessary to protect the rights or
property of that party, pending the establishment of the arbitral tribunal. The costs and expenses of such arbitration
shall be paid by and be the sole responsibility of the Company, including but not limited
to the Investor’s attorneys’ fees and each arbitrator’s fees. The
arbitrators’ decision must set forth
a reasoned basis for any award of damages or
finding of liability. The arbitrators’ decision and award will be made
and delivered as soon as reasonably possibly and in any case within sixty (60) days’ following the conclusion of the arbitration
hearing and shall be final and binding on the parties and may be entered by any court
having jurisdiction thereof.


 


Section
10.3 JURY
TRIAL WAIVER. THE COMPANY
AND THE INVESTOR HEREBY WAIVE A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER OF THE PARTIES HERETO
AGAINST THE OTHER IN RESPECT OF ANY MATTER ARISING OUT OF OR IN CONNECTION WITH THE TRANSACTION DOCUMENTS.


 


Section
10.4 ASSIGNMENT. This
Agreement shall be binding upon and inure to the benefit of the Company and the Investor
and their respective successors. Neither this Agreement nor any rights of the Investor
or the Company hereunder may be assigned
by either party to any other Person.


 


Section
10.5 NO THIRD PARTY BENEFICIARIES.
This Agreement is intended for the benefit of the Company and the Investor and their respective successors, and is not for the
benefit of, nor may any provision hereof be enforced by, any other Person, except as set forth in Article IX.


 


Section
10.6 TERMINATION. The Company
may terminate this Agreement at any time by written notice to the Investor, except while the Investor holds
any of the Put Shares. In addition, this Agreement shall automatically terminate on the earlier of (i) the end of
the Commitment Period; (ii) the date that the Company sells and the Investor purchases the Maximum Commitment Amount; or
(iii) the date in which the Registration Statement is no longer effective, or (iv)
the date that, pursuant to or within the meaning of any Bankruptcy Law, the Company commences a voluntary case or
any Person commences a proceeding against the Company, a Custodian is appointed for
the Company or for all or substantially
all of its property or the Company makes a
general assignment for the benefit of its creditors; provided,




    	 	23	 



     


    

however,
that the provisions of Articles III, IV, V, VI, IX and the agreements and covenants
of the Company and the Investor set forth in Article X shall survive the termination of
this Agreement for the maximum length of time allowed under applicable law.


 


Section
10.7 ENTIRE AGREEMENT.
The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of
the Company and the Investor with respect to the matters covered herein and therein 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.


 


Section
10.8 FEES AND
EXPENSES. Except as expressly set forth in the Transaction Documents or any other
writing to the contrary, 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, stamp
taxes and other taxes and duties levied in connection with the delivery of any Securities to the Investor. The Investor
shall withhold $15,000.00 from the Investment Amount with respect to the first Put under
this Agreement for reimbursement of the Investor’s expenses relating to the preparation of the Transaction Documents.


 


Section
10.9 COUNTERPARTS. This
Agreement may be executed in multiple counterparts, each of which may be executed
by less than all of the parties and shall be deemed to be an original instrument which shall be enforceable against the parties
actually executing such counterparts and all of which together shall constitute one
and the same instrument. This Agreement may be delivered to the other parties hereto by e-mail of a copy of this Agreement bearing
the signature of the parties so delivering this Agreement.


 


Section
10.10 SEVERABILITY. In
the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable
or void, this Agreement shall continue in full force and effect without said provision; provided that such severability shall
be ineffective if it materially changes the economic benefit of this Agreement to any party.


 


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


 


Section
10.12 NO STRICT CONSTRUCTION.
The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and
no rules of strict construction will be applied against any party.


 


Section
10.13 EQUITABLE RELIEF.
The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Investor by vitiating
the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for
a breach of its obligations under this Agreement will be inadequate and agrees, in the event of a breach or threatened breach
by the Company of the provisions of this Agreement, that the Investor shall be entitled, in addition to all other available remedies
at law or in equity, and in addition to the penalties assessable




    	 	24	 



     


    

herein,
to an injunction or injunctions restraining, preventing or curing any breach of this
Agreement and to enforce specifically the terms and provisions hereof, without the necessity of
showing economic loss and without any bond or other
security being required.


 


Section
10.14 TITLE AND SUBTITLES.
The titles and subtitles used in this Agreement are used for the convenience of reference and are not to be considered in construing
or interpreting this Agreement.


 


Section
10.15 AMENDMENTS; WAIVERS.
No provision of this Agreement may be amended or waived by the parties from and after
the date that is one (1) Trading Day immediately preceding the initial filing of the Registration Statement with the SEC. Subject
to the immediately preceding sentence, (i) no provision of this Agreement may be
amended other than by a written instrument signed by both parties hereto and (ii) no provision of this Agreement may
be waived other than in a written instrument signed by the party against whom enforcement of
such waiver is sought. No failure or delay in the exercise of any power, right
or privilege hereunder shall operate as a waiver thereof, nor shall any single
or partial exercise of any such power, right
or privilege preclude other or further exercise thereof or of any other
right, power or privilege.


 


Section
10.16 PUBLICITY. The Company
and the Investor shall consult with each other in issuing any press releases or otherwise
making public statements with respect to the transactions contemplated hereby and no party shall issue any such press release
or otherwise make any such public statement, other
than as required by law, without the prior written consent of the other parties,
which consent shall not be unreasonably withheld or delayed, except that no prior
consent shall be required if such disclosure is required by law, in which such case the disclosing party shall provide the other
party with prior notice of such public statement. Notwithstanding the foregoing,
the Company shall not publicly disclose the name of the Investor without the prior written consent of
the Investor, except to the extent required by law. The Investor acknowledges that this Agreement and all or
part of the Transaction Documents may be deemed to be “material contracts,”
as that term is defined by Item 601(b)(10) of Regulation S-K, and that the Company may therefore
be required to file such documents as exhibits to reports or registration statements
filed under the Securities Act or the
Exchange Act. The Investor further agrees that the status of such documents and materials
as material contracts shall be determined solely by the Company, in consultation with its counsel.


 


 


 


**
Signature Page Follows **


 


 


 


 


 


 


 


 


 


 


 


 


 







    	 	25	 



     


    

IN
WITNESS WHEREOF, the parties have caused this Agreement to be duly executed by their respective officers thereunto duly authorized
as of the Execution Date.


 





	 	 	GENEREX
    BIOTECHNOLOGY CORPORATION
	 	 	 
	 	By:
     	/s/
    Joseph Moscato
	 	Name:
     	Joseph
    Moscato
	 	Title:
     	Chief
    Executive Officer




 





	 	 	OASIS CAPITAL, LLC
	 	 	 
	 	By:
     	/s/ Adam Long
	 	Name:
     	Adam Long
	 	Title:
     	Managing Member






 


 


 


 


 


**
Signature Page to Equity Purchase Agreement **




    	 	26	 



     


    

EXHIBIT
A FORM OF PUT NOTICE


TO:
OASIS CAPITAL, LLC


DATE:


We
refer to the Equity Purchase Agreement, dated December 6, 2019 (the “Agreement”),
entered into by and between Generex
Biotechnology Corporation and you. Capitalized terms defined in the Agreement shall, unless otherwise defined herein, have the
same meaning when used herein.


 


We
hereby:


 


	1)		Give
                                         you notice that we require you to purchase Put Shares; and



	 		 



	2)		The
                                         purchase price per share, pursuant to the
                                         terms of the Agreement, is ; and





	 		 



	3)		Certify
                                         that, as of the date hereof, the conditions
                                         set forth in Section 7.2 of the Agreement
                                         are satisfied.



 


	 	 	GENEREX
    BIOTECHNOLOGY CORPORATION
	 	 	 
	 	By:
     	
	 	Name:
     	Joseph
    Moscato
	 	Title:
     	Chief
    Executive Officer





 







    	 	27	 



     


    

EXHIBIT
B


 


FORM
OF OFFICER’S CERTIFICATE OF GENEREX BIOTECHNOLOGY CORPORATION


 


Pursuant
to Section 7.2(k) of that certain equity purchase agreement, dated December 6, 2019 (the “Agreement”),
by and between Generex Biotechnology Corporation (the “Company”) and Oasis Capital, LLC (the “Investor”),
the undersigned, in his capacity as Chief Executive Officer of the Company, and not in his individual capacity, hereby certifies,
as of the date hereof (such date, the “Condition Satisfaction Date”), the following:


 


1.                  
The representations and warranties of the Company are true and correct in all material
respects as of the Condition Satisfaction Date as though made on the Condition Satisfaction
Date (except for representations and warranties specifically made as of
a particular date) with respect to all periods, and as to all events and circumstances occurring or existing to and including
the Condition Satisfaction Date, except for any conditions which have temporarily
caused any representations or warranties of the Company set
forth in the Agreement to be incorrect and which have been corrected with no continuing impairment to the Company or the
Investor; and


 


2.                  
All of the conditions precedent to the obligation of the Investor to purchase Put
Shares set forth in the Agreement, including but
not limited to Section 7.2 of the Agreement, have been satisfied as
of the Condition Satisfaction Date.


 


Capitalized
terms used herein shall have the meanings set forth in the Agreement unless otherwise
defined herein.


 


IN
WITNESS WHEREOF, the undersigned has hereunto affixed his hand as of December 6, 2019.


 


	 	 	GENEREX
    BIOTECHNOLOGY CORPORATION
	 	 	 
	 	By:
     	
	 	Name:
     	Joseph
    Moscato
	 	Title:
     	Chief
    Executive Officer


 







    	 	28	 



     


    

EXHIBIT
C


 


FORM
OF TRANSFER AGENT INSTRUCTION LETTER


 




    	 	29	 



     


    

EXHIBIT
D


 


FORM
OF REGISTRATION RIGHTS AGREEMENT


 




    	 	30	 



     


    

 


DISCLOSURE
SCHEDULES








    	 	31