REGISTRATION
RIGHTS AGREEMENT


REGISTRATION
RIGHTS AGREEMENT (this “Agreement”), dated as of July 14, 2020 (the “Execution Date”),
is entered into by and between NUGENEREX IMMUNO-ONCOLOGY INC., a Delaware corporation (the “Company”),
and OASIS CAPITAL, LLC, a Puerto Rico limited liability company (together with its permitted assigns, the “Buyer”).
Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in that certain Equity
Purchase Agreement by and between the parties hereto, dated as of the Execution Date (as amended, restated, supplemented or otherwise
modified from time to time, the “Purchase Agreement”).


WHEREAS:


The
Company has agreed, upon the terms and subject to the conditions of the Purchase Agreement, to sell to the Buyer up to Fifty Million
Dollars ($50,000,000.00) of Put Shares, and to induce the Buyer to enter into the Purchase Agreement, the Company has agreed to
provide certain registration rights under the Securities Act of 1933, as amended, and the rules and regulations thereunder, or
any similar successor statute (collectively, the “Securities Act”), and applicable state securities laws.


NOW,
THEREFORE, in consideration of the promises and the mutual covenants contained herein and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Company and the Buyer hereby agree as follows:


 1. DEFINITIONS.


 




As
used in this Agreement, the following terms shall have the following meanings:


a.                  
“Investor” means the Buyer, any transferee or assignee thereof to whom the Buyer assigns its rights under this
Agreement in accordance with Section 9 and who agrees to become bound by the provisions of this Agreement, and any transferee
or assignee thereof to whom a transferee or assignee assigns its rights under this Agreement in accordance with Section 9
and who agrees to become bound by the provisions of this Agreement.


b.                 
“Person” means any individual or entity including but not limited to any corporation, a limited liability company,
an association, a partnership, an organization, a business, an individual, a governmental or political subdivision thereof or
a governmental agency.


c.                  
“Register,” “Registered,” and “Registration” refer to a registration
effected by preparing and filing one or more registration statements of the Company in compliance with the Securities Act and/or
pursuant to Rule 415 under the Securities Act or any successor rule providing for the offering of securities on a continuous basis
(“Rule 415”), and the declaration or ordering of effectiveness of such registration statement(s) by the United
States Securities and Exchange Commission (the “SEC”).


d.                 
“Registrable Securities” means all of the (i) Commitment Shares, (ii) Put Shares which have been, or which
may, from time to time be issued, including without limitation all of the shares of Common Stock which have been issued or will
be issued to the Investor under the Purchase Agreement (without regard to any limitation or restriction on purchases), (iii) any
and all shares of capital stock issued or issuable with respect to each of the Transaction Documents, and (iv) any and all shares
of capital stock issued or issuable with respect to the Put Shares, Commitment Shares and the Purchase Agreement as a result of
any stock split, stock dividend, recapitalization, exchange or similar event or otherwise, without regard to any limitation on
purchases under the Purchase Agreement.


e.                  
“Registration Statement” means one or more registration statements of the Company on Form S-1 covering the
resale of the Registrable Securities including the Initial Registration Statement and any New Registration Statement or Other
Registration Statement (each as defined herein).


 2. REGISTRATION.


 




a.                  
Mandatory Registration. The Company shall, by July 31, 2020, file with the SEC an initial Registration Statement on Form
S-1 covering the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable
SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor, including
but not limited to under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices) (the “Initial
Registration Statement”). The Initial Registration Statement shall register only Registrable Securities. The Company
shall use its commercially reasonable efforts to have the Initial Registration Statement and any amendment thereto declared effective
by the SEC at the earliest possible date.


b.                 
Rule 424 Prospectus. In addition to the Initial Registration Statement, the Company shall, as required by applicable securities
regulations, from time to time file with the SEC, pursuant to Rule 424 promulgated under the Securities Act, such prospectuses
and prospectus supplements, if any, to be used in connection with sales of the Registrable Securities under each Registration
Statement. The Investor and its counsel shall have a reasonable opportunity to review and comment upon such prospectuses prior
to its filing with the SEC, and the Company shall give due consideration to all such comments. The Investor shall use its commercially
reasonable efforts to comment upon any prospectus within two (2) business days from the date the Investor receives the final pre-filing
version of such prospectus.


c.                  
Sufficient Number of Shares Registered. In the event the number of shares available under the Initial Registration Statement
is insufficient to cover all of the Registrable Securities, the Company shall amend the Initial Registration Statement or file
a new Registration Statement (a “New Registration Statement”), so as to cover all of such Registrable Securities
(subject to the limitations set forth in Section 2(e)) as soon as practicable, but in any event not later than ten (10)
business days after the necessity therefor arises, subject to any limits that may be imposed by the SEC pursuant to Rule 415 under
the Securities Act. The Company shall use its commercially reasonable efforts to cause such amendment and/or New Registration
Statement to become effective as soon as practicable following the filing thereof. In the event that any of the Registrable Securities
are not included in the Initial Registration Statement, or have not been included in any New Registration Statement, and the Company
files any other registration statement under the Securities Act (other than on Form S-4, Form S-8, or with respect to other employee
related plans or rights offerings) (an “Other Registration Statement”), then the Company shall include in such
Other Registration Statement first all of such Registrable Securities that have not been previously Registered, and second any
other securities the Company wishes to include in such Other Registration Statement. The Company agrees that it shall not file
any such Other Registration Statement unless all of the Registrable Securities have been included in such Other Registration Statement
or otherwise have been Registered for resale as described above.


d.                 
Effectiveness. The Investor and its counsel shall have a reasonable opportunity to review and comment upon any Registration
Statement and any amendment or supplement to such Registration Statement and any related prospectus prior to its filing with the
SEC, and the Company shall give due consideration to all reasonable comments. The Investor shall furnish all information reasonably
requested by the Company for inclusion therein. The Company shall use commercially reasonable efforts to keep all Registration
Statements effective, including but not limited to pursuant to Rule 415 promulgated under the Securities Act and available for
the resale by the Investor of all of the Registrable Securities covered thereby at all times until the earlier of (i) the date
as of which the Investor may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under
the Securities Act without any restrictions (including any restrictions under Rule 144(c) or Rule 144(i)) and (ii) the date on
which the Investor shall have sold all the Registrable Securities covered thereby and no Put Shares remain issuable under the
Purchase Agreement (the “Registration Period”). In the event that any Registration Statement filed hereunder
is no longer effective and Rule 144 is available for sales of the Registrable Securities, the Company shall provide an opinion
upon request of the Investor that the Investor may sell any such Registrable Securities held by the Investor pursuant to Rule
144 with all costs related to such opinion to be borne by the Company. Each Registration Statement (including any amendments or
supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state
a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which
they were made, not misleading.


e.                  
Offering. If the staff of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant
to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities that does not permit such
Registration Statement to become or remain effective and be used for resales by the Investor under Rule 415 at then-prevailing
market prices (and not fixed prices) by comment letter or otherwise, or if after the filing of the Initial Registration Statement
with the SEC pursuant to Section 2(a), the Company is otherwise required by the Staff or the SEC to reduce the number of
Registrable Securities included in such initial Registration Statement, then the Company shall reduce the number of Registrable
Securities to be included in such Initial Registration Statement (with the prior consent, which shall not be unreasonably withheld,
of the Investor and its legal counsel as to the specific Registrable Securities to be removed therefrom) until such time as the
Staff and the SEC shall so permit such Registration Statement to become effective and be used as aforesaid. In the event of any
reduction in Registrable Securities pursuant to this paragraph, the Company shall file one or more New Registration Statements
in accordance with Section 2(c) until such time as all Registrable Securities have been included in Registration Statements
that have been declared effective and the prospectus contained therein is available for use by the Investor. Notwithstanding any
provision herein or in the Purchase Agreement to the contrary, the Company’s obligations to register Registrable Securities
(and any related conditions to the Investor’s obligations) shall be qualified as necessary to comport with any requirement
of the SEC or the Staff as addressed in this Section 2(e).


 3. RELATED OBLIGATIONS.


 




With
respect to a Registration Statement and whenever any Registrable Securities are to be Registered pursuant to Section 2,
including on any Other Registration Statement, the Company shall use its commercially reasonable efforts to effect the registration
of the Registrable Securities in accordance with the intended method of disposition thereof and, pursuant thereto, the Company
shall have the following obligations:


a.                  
The Company shall prepare and file with the SEC such amendments (including post-effective amendments on Form S-1) and supplements
to any Registration Statement and any Other Registration Statement and the prospectus used in connection with such Registration
Statement and Other Registration Statement, which prospectus is to be filed pursuant to Rule 424 promulgated under the Securities
Act, as may be necessary to keep the Registration Statement effective at all times during the Registration Period, and, during
such period, comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities of
the Company covered by the Registration Statement or applicable Other Registration Statement until such time as all of such Registrable
Securities shall have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof
as set forth in such registration statement.


b.                 
The Company shall permit the Investor to review and comment upon each Registration Statement or any Other Registration Statement
and all amendments and supplements thereto at least two (2) business days prior to their filing with the SEC, and not file any
document in a form to which Investor reasonably objects. The Investor shall use its commercially reasonable efforts to comment
upon the Registration Statement or any Other Registration Statement and any amendments or supplements thereto within two (2) business
days from the date the Investor receives the final version thereof. The Company shall furnish to the Investor, without charge,
and within one (1) business day, any comments and/or any other correspondence from the SEC or the Staff to the Company or its
representatives relating to the Registration Statement or any Other Registration Statement. The Company shall respond to the SEC
or the Staff, as applicable, regarding the resolution of any such comments and/or correspondence as promptly as practicable and
in any event within two weeks upon receipt thereof.


c.                  
Upon request of the Investor, the Company shall furnish to the Investor, (i) promptly after the same is prepared and filed with
the SEC, at least one copy of such Registration Statement and any amendment(s) thereto, including financial statements and schedules,
all documents incorporated therein by reference and all exhibits, (ii) upon the effectiveness of any Registration Statement, a
copy of the prospectus included in such Registration Statement and all amendments and supplements thereto (or such other number
of copies as the Investor may reasonably request) and (iii) such other documents, including copies of any preliminary or final
prospectus, as the Investor may reasonably request from time to time in order to facilitate the disposition of the Registrable
Securities owned by the Investor. For the avoidance of doubt, any filing available to the Investor via the SEC’s live EDGAR
system shall be deemed “furnished to the Investor” hereunder.


d.                 
As promptly as practicable after becoming aware of such event or facts, the Company shall notify the Investor in writing of the
happening of any event or existence of such facts as a result of which the prospectus included in any Registration Statement,
as then in effect, includes an untrue statement of a material fact or omits to state 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, and promptly
prepare a supplement or amendment to such Registration Statement to correct such untrue statement or omission, and deliver a copy
of such supplement or amendment to the Investor (or such other number of copies as the Investor may reasonably request). The Company
shall also promptly notify the Investor in writing (i) when a prospectus or any prospectus supplement or post-effective amendment
has been filed, and when a Registration Statement or any post-effective amendment thereto has become effective (notification of
such effectiveness shall be delivered to the Investor by email or facsimile on the same day of such effectiveness and by overnight
mail), (ii) of any request by the SEC for amendments or supplements to any Registration Statement or related prospectus or related
information, and (iii) of the Company’s reasonable determination that a post-effective amendment to a Registration Statement
would be appropriate.


e.                  
The Company shall use its commercially reasonable efforts to prevent the issuance of any stop order or other suspension of effectiveness
of any registration statement, or the suspension of the qualification of any Registrable Securities for sale in any jurisdiction
and, if such an order or suspension is issued, to obtain the withdrawal of such order or suspension at the earliest possible moment
and to notify the Investor of the issuance of such order and the resolution thereof or its receipt of actual notice of the initiation
or threat of any proceeding for such purpose. In addition, if the Company shall receive any comment letter from the SEC relating
to any Registration Statement under which Registrable Securities are Registered, the Company shall notify the Investor of the
issuance of such order and use its commercially reasonable efforts to address such comments in a manner satisfactory to the SEC.


f.                   
The Company shall (i) cause all the Registrable Securities to be listed on each securities exchange on which securities of the
same class or series issued by the Company are then listed, if any, if the listing of such Registrable Securities is then permitted
under the rules of such exchange, or (ii) secure designation and quotation of all the Registrable Securities on the Principal
Market. The Company shall pay all fees and expenses in connection with satisfying its obligation under this Section.


g.                 
The Company shall cooperate with the Investor to facilitate the timely preparation and delivery of DWAC Shares representing the
Registrable Securities to be offered pursuant to any Registration Statement. “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 The Depository Trust Company (“DTC”) under the DTC/FAST Program, or any similar program hereafter
adopted by DTC performing substantially the same function.


h.                 
The Company shall at all times maintain the services of its Transfer Agent and registrar with respect to its Common Stock.


i.                   
If reasonably requested by the Investor, the Company shall (i) immediately incorporate in a prospectus supplement or post-effective
amendment such information as the Investor believes should be included therein relating to the sale and distribution of Registrable
Securities, including, without limitation, information with respect to the number of Registrable Securities being sold, the purchase
price being paid therefor and any other terms of the offering of the Registrable Securities; (ii) make all required filings of
such prospectus supplement or post-effective amendment as soon as practicable upon notification of the matters to be incorporated
in such prospectus supplement or post-effective amendment; and (iii) supplement or make amendments to any Registration Statement,
if the Investor receives advice from counsel that such supplement or amendment is legally required and such advice is provided
to the Company.


j.                   
The Company shall use its commercially reasonable efforts to cause the Registrable Securities covered by any Registration Statement
to be registered with or approved by such other governmental agencies or authorities as may be necessary to consummate the disposition
of such Registrable Securities.


k.                 
Within five (5) business day after any Registration Statement which includes Registrable Securities is ordered effective by the
SEC, or any prospectus supplement or post-effective amendment including Registrable Securities is filed with the SEC, the Company
shall deliver, and shall cause legal counsel for the Company to deliver, to the Transfer Agent for such Registrable Securities
(with copies to the Investor) confirmation that such Registration Statement has been declared effective by the SEC in the form
attached hereto as Exhibit A. Thereafter, if requested by the Investor at any time, the Company shall require its counsel
to deliver to the Investor a written confirmation whether or not (i) the effectiveness of such Registration Statement has lapsed
at any time for any reason (including, without limitation, the issuance of a stop order) (ii) any comment letter has been issued
by the SEC and (iii) whether or not the Registration Statement is current and available to the Investor for sale of all of the
Registrable Securities.


l.                   
The Company shall take all other reasonable actions necessary to expedite and facilitate disposition by the Investor of Registrable
Securities pursuant to any Registration Statement.


For
purposes of clarity any reference to Other Registration Statement in this Section 3 shall only refer to an Other Registration
Statement that includes Registerable Securities.


 4. OBLIGATIONS OF THE INVESTOR.


 




a.                  
The Company shall notify the Investor in writing of the information the Company reasonably requires from the Investor in connection
with any Registration Statement hereunder. The Investor shall furnish to the Company such information regarding itself, the Registrable
Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required
to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration
as the Company may reasonably request. Notwithstanding the foregoing, the Registration Statement shall contain the “Selling
Stockholder” and “Plan of Distribution” sections, each in substantially the form provided to the Company by
the Investor.


b.                 
The Investor agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and
filing of any Registration Statement hereunder.


c.                  
The Investor agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the
kind described in Section 3(f) or the first sentence of Section 3(e), the Investor will immediately discontinue
disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until withdrawal
of a stop order contemplated by Section 3(f) or the Investor’s receipt of the copies of the supplemented or amended
prospectus contemplated by Section 3(e). Notwithstanding anything to the contrary, the Company shall cause its Transfer
Agent to promptly issue DWAC Shares in accordance with the terms of the Purchase Agreement in connection with any sale of Registrable
Securities with respect to which an Investor has entered into a contract for sale prior to the Investor’s receipt of a notice
from the Company of the happening of any event of the kind described in Section 3(f) or the first sentence of Section
3(e) and for which the Investor has not yet settled.


 5. EXPENSES OF REGISTRATION.


 




All
reasonable expenses, other than sales or brokerage commissions, incurred in connection with registrations, filings or qualifications
pursuant to Sections 2 and 3, including, without limitation, all registration, listing and qualifications fees,
printers and accounting fees, and fees and disbursements of counsel for the Company, shall be paid by the Company.


 6. INDEMNIFICATION.


 




a.                  
To the fullest extent permitted by law, the Company will, and hereby does, indemnify, hold harmless and defend the Investor, each
Person, if any, who controls or is under common control with the Investor, the members, the directors, officers, partners, employees,
agents, representatives of the Investor and each Person, if any, who is an “affiliate” of the Investor within the
meaning of the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (each,
an “Indemnified Person”), against any losses, claims, damages, liabilities, judgments, fines, penalties, charges,
costs, attorneys’ fees, amounts paid in settlement or expenses, joint or several, (collectively, “Claims”)
incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken
from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or the SEC, whether
pending or threatened, whether or not an Indemnified Person is or may be a party thereto (“Indemnified Damages”),
to which any of them may become subject insofar as such Claims (or actions or proceedings, whether commenced or threatened, in
respect thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement of a material fact in a
Registration Statement, any Other Registration Statement or any post-effective amendment thereto or in any filing made in connection
with the qualification of the offering under the securities or other “blue sky” laws of any jurisdiction in which
Registrable Securities are offered (“Blue Sky Filing”), or the omission or alleged omission to state a material
fact required to be stated therein or necessary to make the statements therein not misleading, other than any information in a
Registration Statement or Other Registration Statement that was provided to the Company by the Investor, (ii) any untrue statement
or alleged untrue statement of a material fact 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 light of the circumstances under which the statements therein were made, not
misleading, other than any information in a the final prospectus that was provided to the Company by the Investor, (iii) any violation
or alleged violation by the Company of the Securities Act, the Exchange Act, any other law, including, without limitation, any
state securities law, or any rule or regulation thereunder relating to the offer or sale of the Registrable Securities pursuant
to a Registration Statement or any Other Registration Statement or (iv) any material violation by the Company of this Agreement
(the matters in the foregoing clauses (i) through (iv) being, collectively, “Violations”). The Company shall
reimburse each Indemnified Person 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. Notwithstanding anything
to the contrary contained herein, the indemnification agreement contained in this Section 6(a): (i) shall not apply to
a Claim by an Indemnified Person arising out of or based upon a Violation which occurs in reliance upon and in conformity with
information about the Investor furnished in writing to the Company by such Indemnified Person expressly for use in connection
with the preparation of a Registration Statement, any Other Registration Statement or any such amendment thereof or supplement
thereto, if such prospectus was timely made available by the Company pursuant to Section 3(c) or Section 3(e); (ii)
with respect to any superseded prospectus, shall not inure to the benefit of any such person from whom the person asserting any
such Claim purchased the Registrable Securities that are the subject thereof (or to the benefit of any person controlling such
person) if the untrue statement or omission of material fact contained in the superseded prospectus was corrected in the revised
prospectus, as then amended or supplemented, if such revised prospectus was timely made available by the Company pursuant to Section
3(c) or Section 3(e), and the Indemnified Person was promptly advised in writing not to use the incorrect prospectus
prior to the use giving rise to a violation and such Indemnified Person, notwithstanding such advice, used it; (iii) shall not
be available to the extent such Claim is based on a failure of the Investor to deliver or to cause to be delivered the prospectus
made available by the Company, if such prospectus was timely made available by the Company pursuant to Section 3(c) or
Section 3(e); and (iv) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without
the prior written consent of the Company, which consent shall not be unreasonably withheld. Such indemnity shall remain in full
force and effect regardless of any investigation made by or on behalf of the Indemnified Person and shall survive the transfer
of the Registrable Securities by the Investor pursuant to Section 9.


b.                 
Promptly after receipt by an Indemnified Person under this Section 6 of notice of the commencement of any action or proceeding
(including any governmental action or proceeding) involving a Claim, such Indemnified Person shall, if a Claim in respect thereof
is to be made against the Company under this Section 6, deliver to the Company a written notice of the commencement thereof,
and the Company shall have the right to participate in, and, to the extent the Company so desires, to assume control of the defense
thereof with counsel mutually satisfactory to the Company and to the Indemnified Person; provided, however, that an Indemnified
Person shall have the right to retain its own counsel with the fees and expenses to be paid by the Company, if, in the reasonable
opinion of counsel retained by the Company, the representation by such counsel of the Indemnified Person and the Company would
be inappropriate due to actual or potential differing interests between such Indemnified Person and any other party represented
by such counsel in such proceeding. The Indemnified Person shall cooperate fully with the Company in connection with any negotiation
or defense of any such action or Claim by the Company and shall furnish to the Company all information reasonably available to
the Indemnified Person which relates to such action or Claim. The indemnifying party shall keep the Indemnified Person fully apprised
at all times as to the status of the defense or any settlement negotiations with respect thereto. The Company shall not be liable
for any settlement of any action, Claim or proceeding effectuated without its written consent, provided, however, that the Company
shall not unreasonably withhold, delay or condition its consent. The Company shall not, without the consent of the Indemnified
Person, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional
term thereof the giving by the claimant or plaintiff to such Indemnified Person of a release from all liability in respect to
such Claim or litigation. Following indemnification as provided for hereunder, the Company shall be subrogated to all rights of
the Indemnified Person with respect to all third parties, firms or corporations relating to the matter for which indemnification
has been made. The failure to deliver written notice to the Company within a reasonable time of the commencement of any such action
shall not relieve the Company of any liability to the Indemnified Person under this Section 6, except to the extent that
the Company is prejudiced in its ability to defend such action.


c.                  
The indemnification required by this Section 6 shall be made by periodic payments of the amount thereof during the course
of the investigation or defense, as and when bills are received or Indemnified Damages are incurred.


d.                 
The indemnity agreements contained herein shall be in addition to (i) any cause of action or similar right of the Indemnified
Person against the Company or others, and (ii) any liabilities the Company may be subject to pursuant to the law.


 7. CONTRIBUTION.


 




To
the extent any indemnification by the Company is prohibited or limited by law, the Company agrees to make the maximum contribution
with respect to any amounts for which it would otherwise be liable under Section 6 to the fullest extent permitted by law.


 8. ASSIGNMENT OF REGISTRATION RIGHTS.


 




The
Company shall not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Buyer,
or any Investor as assignee pursuant to this Section 9. The Buyer, or any Investor, may not assign its rights under this
Agreement without the written consent of the Company other than to an affiliate of such Investor.


 9. AMENDMENT OF REGISTRATION RIGHTS.


 




No
provision of this Agreement may be (i) amended other than by a written instrument signed by both parties hereto or (ii) waived
other than in a written instrument signed by the party against whom enforcement of such waiver is sought. Failure of any party
to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall
not operate as a waiver thereof.


 10. MISCELLANEOUS.


 




a.                  
A Person is deemed to be a holder of Registrable Securities whenever such Person owns or is deemed to own of record such Registrable
Securities. If the Company receives conflicting instructions, notices or elections from two or more Persons with respect to the
same Registrable Securities, the Company shall act upon the basis of instructions, notice or election received from the registered
owner of such Registrable Securities.


b.                 
Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must
be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when
sent by email (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending
party); or (iii) one (1) business day after deposit with a nationally recognized overnight delivery service, in each case properly
addressed to the party to receive the same. The addresses for such communications shall be:


If
to the Company:


NuGenerex
Immuno-Oncology Inc.


10102
USA Today Way


Miramar,
FL 33025


Attention:
Joseph Moscato, CEO


E-mail:
jmoscato@nugenerex.com


Phone:
800-391-6755


NuGenerex
Immuno-Oncology Inc.


Anthony
S. Crisci, Esq., CPA


Chief
Legal Officer


E-mail:
acrisci@nugenerex.com


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


Carmel,
Milazzo & Feil LLP


55
West 39th Street, 18th Flr


New
York, NY 10018


Attention:
Jeffrey P. Wofford


E-mail:
jwofford@cmfllp.com


If
to the Investor:


Oasis
Capital, LLC


208
Ponce de Leon Ave, Suite 1600


San
Juan, PR 00918


E-mail:
adam@oasis-cap.com


Attention:
Adam Long, Managing Partner


with
a copy to (that shall not constitute notice)


Nason,
Yeager, Gerson, Harris & Fumero, P.A.


3001
PGA Boulevard, Suite 305


Palm
Beach Gardens, FL 33410


E-mail:
bbernstein@nasonyeager.com


Attention:
Brian Bernstein, Esq.


or
at such other address and/or email address and/or to the attention of such other person as the recipient party has specified by
written notice given to each other party three (3) business days prior to the effectiveness of such change. Written confirmation
of receipt (A) given by the recipient of such notice, consent, waiver or other communication, (B) mechanically or electronically
generated by the sender’s email account containing the time, date, recipient email address, as applicable, and an image
of the first page of such transmission or (C) provided by a nationally recognized overnight delivery service, shall be rebuttable
evidence of personal service, receipt by email or receipt from a nationally recognized overnight delivery service in accordance
with clause (i), (ii) or (iii) above, respectively.


c.                  
All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the
internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether
of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than
the State of New York.


d.                 
 Any disputes, claims, or controversies hereunder or in connection herewith or with any transaction contemplated hereby or discussed
herein 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 New York 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 Buyer’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.


e.                  
If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability
shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability
of any provision of this Agreement in any other jurisdiction.


f.                   
EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION
OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.


g.                 
This Agreement and the Purchase Agreement constitute the entire agreement among the parties hereto with respect to the subject
matter hereof and thereof. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred
to herein and therein. This Agreement and the Purchase Agreement supersede all prior agreements and understandings among the parties
hereto with respect to the subject matter hereof and thereof.


h.                 
Subject to the requirements of Section 9, this Agreement shall inure to the benefit of and be binding upon the successors
and permitted assigns of each of the parties hereto.


i.                   
The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.


j.                   
This Agreement may be executed in identical counterparts, each of which shall be deemed an original but all of which shall constitute
one and the same agreement. This Agreement, once executed by a party, may be delivered to the other party hereto by facsimile
transmission or by e-mail in a “.pdf” format data file of a copy of this Agreement bearing the signature of the party
so delivering this Agreement.


k.                 
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.


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


m.               
This Agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns, and is
not for the benefit of, nor may any provision hereof be enforced by, any other Person.


*
* * * * *



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IN
WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the Execution Date.


	 	THE COMPANY:
	 	 
	 	NUGENEREX IMMUNO-ONCOLOGY INC.
	 	 
	 	By: /s/Joseph Moscato
	 	Name: Joseph Moscato
	 	Title: Chief Executive Officer
	 	 
	 	BUYER:
	 	 
	 	OASIS CAPITAL, LLC
	 	 
	 	By: /s/Adam Long
	 	Name: Adam Long
	 	Title: Managing Partner




 



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EXHIBIT
A


TO
REGISTRATION RIGHTS AGREEMENT


FORM
OF NOTICE OF EFFECTIVENESS


OF
REGISTRATION STATEMENT


[__________]
[___], 2020


Securities
Transfer Corporation.


2901
N Dallas Prky


Suite
380


Plano,
TX 75093


 


Re:
EFFECTIVENESS OF REGISTRATION STATEMENT


Ladies
and Gentlemen:


We
are counsel to NUGENEREX IMMUNO-ONCOLOGY INC., a Delaware corporation (the “Company”), and have represented
the Company in connection with that certain Equity Purchase Agreement, dated as of June 29, 2020 (the “Purchase Agreement”),
entered into by and between the Company and Oasis Capital, LLC (the “Buyer”) pursuant to which the Company
has agreed to issue to the Buyer shares of the Company’s Common Stock, $0.001 par value (the “Common Stock”),
in an amount up to Fifty Million Dollars ($50,000,000.00) (the “Put Shares”), in accordance with the terms
of the Purchase Agreement. In connection with the transactions contemplated by the Purchase Agreement, the Company has registered
with the U.S. Securities & Exchange Commission the following shares of Common Stock:


 (1) Put Shares to be issued to the Buyer upon purchase from the Company by the Buyer from time to time in accordance with the Purchase Agreement; and


 




(2)       300,000
Commitment Shares which were issued to the Buyer pursuant to the Purchase Agreement.


Pursuant
to the Purchase Agreement, the Company also has entered into a Registration Rights Agreement, of even date with the Purchase Agreement
with the Buyer (the “Registration Rights Agreement”) pursuant to which the Company agreed, among other things,
to register the Put Shares and the Commitment Shares under the Securities Act of 1933, as amended (the “Securities Act”).
In connection with the Company’s obligations under the Purchase Agreement and the Registration Rights Agreement, on [__________]
[___], 2020, the Company filed a Registration Statement (File No. 333-[]) (the “Registration Statement”)
with the Securities and Exchange Commission (the “SEC”) relating to the resale of the Put Shares and the Commitment
Shares.


In
connection with the foregoing, we advise you that a member of the SEC’s staff has advised us by telephone that the SEC has
entered an order declaring the Registration Statement effective under the Securities Act at [] [A.M./P.M.] on [],
2020 and we have no knowledge, after telephonic inquiry of a member of the SEC’s staff, that any stop order suspending its
effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Put
Shares are available for resale under the Securities Act pursuant to the Registration Statement and may be issued without any
restrictive legend.


Very
truly yours,


[Company
Counsel]


By:       


cc:Oasis
Capital, LLC



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