STOCK PURCHASE AGREEMENT

THIS STOCK PURCHASE AGREEMENT (this “ Agreement ”), made effective January 7, 2019 (“ Effective Date ”) is entered into by and between REGENTYS CORPORATION , a Florida corporation (“ Seller ” or the “ Corporation ”) and GENEREX BIOTECHNOLOGY CORPORATION, a Delaware corporation, or an affiliate, (“ Purchaser ”). Seller and Purchaser are sometimes referred to individually as a “ party ”, collectively, as “ parties .”

RECITALS:

WHEREAS, Seller desires to authorize, issue and sell Twelve Million Forty Eight Thousand One Hundred Sixty-One (12,048,161) shares of common stock constituting fifty-one percent (51%) of the capital stock of Corporation for the purchase price of Fifteen Million Dollars ($15,000,000) to Purchaser and Purchaser desires to purchase the Shares from Seller upon the terms and subject to the conditions set forth in this Agreement; and

WHEREAS , concurrently with the execution and delivery of this Agreement, Corporation shall extend a loan to Purchaser and Purchaser shall execute a Secured Promissory Note (the “ Note ”) and a Pledge and Security Agreement (the “ Pledge ”) in conjunction therewith (the Pledge and the Note are referred herein as the “ Loan Documents ");

NOW, THEREFORE , in consideration of the mutual covenants, representations and warranties made herein and other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the parties agree as follows:

Article I
purchase and sale

1.1              Purchase and Sale of Shares . Subject to the terms and conditions of this Agreement, at the Closing (as defined herein), Seller shall issue, sell and deliver to Purchaser, and Purchaser shall purchase from Seller, Twelve Million Forty Eight Thousand One Hundred Sixty-One (12,048,161) shares of common stock constituting fifty-one percent (51%) of the capital stock of Regentys Corporation (the “ Shares ”), free and clear of all liens and encumbrances except for restrictions on transfer under the Ancillary Agreements and under applicable federal and state securities laws for the Purchase Price as set forth herein.

1.2              Authorization of the Shares . At or prior to Closing, Corporation shall adopt and file with the Secretary of State of the State of Florida (as hereinafter defined) the Second Amended and Restated Articles of Incorporation in the form attached hereto as Exhibit A (the “ Articles ”).

1.3              Purchase Price . The aggregate purchase price for the Shares shall be Fifteen Million Dollars ($15,000,000) (the “ Purchase Price ”), which is based on a purchase price of approximately $1.25 per share, payable in accordance with Section 1.4 hereof.

1.4              Payment of Purchase Price. Seller acknowledges receipt from Purchaser of an initial cash payment of Four Hundred Thousand Dollars ($400,000) which Purchaser will credit toward the Purchase Price on the Closing Date (the “ Milestone Payment ”). At Closing, Purchaser shall pay the remaining balance of the Purchase Price to Seller through the execution of a promissory note, in favor of Seller, in the principal amount of Fourteen Million Six Hundred Thousand Dollars ($14,600,000) (“ Note ”), substantially in the form attached as Exhibit B , which shall (i) bear interest at the rate of four percent (4%) per annum, and (ii) be payable in five installment payments with the first three (3) being guaranteed payments (“ Guaranteed Payments ”) and the final two payments being the (“ Incremental Payments ”), as follows:

Notwithstanding any of the foregoing, Purchaser shall have a period of sixty (60) calendar days following the date upon which any Incremental Payment is due and payable to “cure” a default by making payment of such Incremental Payment in full in cash failing which Corporation shall, among other things, be entitled in its sole discretion to pursue alternative sources of capital without regard to any pre-emptive rights, rights of first refusal, or anti-dilution protections otherwise available to Purchaser.

1.5              Pledge and Security Agreement . Purchaser shall execute a pledge and security agreement in the form attached hereto as Exhibit C (the “ Pledge ”) to secure payment to Seller of the amounts owed pursuant to the Note and to provide remedies in the event of any default as set forth in Exhibit B and Exhibit C .

1.6              Management Agreement . Purchaser shall execute a management agreement in the form attached hereto as Exhibit D (the “ Management Agreement ”) with Richard C. Bulman, Jr. (“ Bulman ”), Gerard S. Coombs (“ Coombs ”), and Gary Ramphal (“ Ramphal ”) causing each executive employed to be paid at the salary and with the benefits agreed to by Corporation in their respective employment agreements and to provide such services to Corporation in conformity with the terms of the Management Agreement.

1.7              Closing . The closing of the transactions contemplated by this Agreement (the “ Closing ”) shall take place at the offices of Corporation, 6135 NW 167 ^th Street, E-15, Miami Lakes, Florida 33015, or by mutual exchange of facsimile or portable document format (.pdf) signatures, commencing at 10:00 a.m. EST on the Effective Date (the “ Closing Date ”).

1.8              Delivery of Shares . Upon the Closing Date, Seller shall deliver a stock certificate to Purchaser representing that number of purchased Shares.

1.9              Change of Control . Purchaser and Seller acknowledge that the acquisition of the Shares by Purchaser shall constitute a change of control of Corporation.

Article II
representations and warranties of the CORPORATION

Except as set forth in the Schedules attached (collectively the “ Disclosure Schedules ”), Corporation hereby represents and warrants to Purchaser as of the date hereof as follows (it being agreed that disclosure of a specific item in any one Schedule shall also be deemed a disclosure as to all other applicable Schedules if either (x) there is an explicit cross-reference to another Schedule or Schedules, or (y) Purchaser could reasonably be expected to ascertain the scope of the modification to another representation notwithstanding the absence of a cross-reference):

2.1              Organization, Qualification, and Corporate Power .

(a)               Corporation is a duly organized and validly existing corporation and is in good standing under the laws of the State of Florida and has all requisite corporate power and corporate authority for the ownership and operation of its properties and for the carrying on of its business as now conducted and as currently proposed to be conducted. Corporation is duly qualified and is in good standing as a foreign corporation in all jurisdictions wherein the character of the property owned or leased, or the nature of the activities conducted by it, makes such qualification necessary, except where the failure to so qualify or be so authorized would not have a material adverse effect on Corporation’s assets, business, liabilities, properties, financial condition, or results of operations taken as a whole (a “ Material Adverse Effect ”). Corporation has all requisite corporate power and corporate authority to execute and deliver this Agreement, the Pledge, the Note, the Management Agreement and the Shareholders Agreement and related exhibits schedules and attachments (collectively all are referred to herein as the “ Ancillary Agreements ”), to perform all its obligations hereunder and thereunder, to issue, sell, and deliver the Shares, and to issue and deliver the Stock.

(b)               Corporation has one subsidiary, Asana Medical Australia, Pty. Ltd., formed for the purpose of conducting clinical trials in Australia, but otherwise does not own of record or beneficially, directly or indirectly, (i) any shares of capital stock or securities convertible into capital stock of any other corporation, or (ii) any participating interest in any partnership, joint venture, limited liability company, or other non-corporate business enterprise and does not control, directly or indirectly, any other entity.

2.2              Authorization of Agreements and Non-Contravention .

(a)               Authorization . This Agreement has been duly executed and delivered by Corporation and constitutes the legal, valid, and binding obligation of Corporation, enforceable in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies and (iii) the extent the indemnification provisions contained in the Ancillary Agreements may be limited by the applicable federal or state securities laws. The Ancillary Agreements, when executed and delivered in accordance with the Agreement, will constitute the legal, valid and binding obligations of Corporation, enforceable in accordance with their respective terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies, and (iii) to the extent the indemnification provisions contained in the Ancillary Agreements may be limited by applicable federal or state securities laws.

(b)               Non-Contravention . The execution and delivery by Corporation of this Agreement and the Ancillary Agreements to which it is a party, the performance by Corporation of its obligations hereunder and thereunder, the issuance, sale, and delivery of the Shares have been duly authorized by all requisite corporate action and will not (x) violate (i) any provision of any applicable law, or any order of any court or other agency of government applicable to Corporation, (ii) the Articles, (iii) the Bylaws of Corporation, or (iv) any provision of any mortgage, lease, indenture, agreement, or other instrument to which Corporation or any of its properties or assets is bound, or (y) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of any lien, charge, or encumbrance of any nature whatsoever upon any of the properties or assets of Corporation, except in the case of clauses (x)(iv) and (y), where such violation, conflict, breach, default or lien would not have a Material Adverse Effect.

2.3              Capitalization of Corporation .

(a)               The authorized capital stock of Corporation consists of 32,500,000 shares, comprised of 25,000,000 shares of common stock (“ Common Stock ”) of which and 7,500,000 shares of Preferred Stock (the “ Preferred Stock ”). On the Closing Date, the Shares purchased by Purchaser will constitute fifty-one percent (51%) of the issued and outstanding equity securities in the capital of Corporation on a fully-diluted basis.

(b)               The issued and outstanding shares of Corporation’s capital stock are owned by the shareholders and in the numbers set forth on Schedule 2.3 of the Disclosure Schedules. All such outstanding shares of capital stock are duly authorized, validly issued, fully paid, and nonassessable, and the issuance of such securities are exempt from the registration requirements of applicable securities laws.

(c)               Except as set forth in the attached Schedule 2.3 of the Disclosure Schedules (i) no person owns of record or is known to Corporation to own beneficially any share of Corporation’s capital stock, (ii) no subscription, warrant, option, convertible security, or any right (contingent or other) to purchase or otherwise acquire from Corporation (or, to the best of Corporation’s knowledge, from any other person or entity) any equity securities of Corporation is authorized or outstanding, and (iii) there are no additional commitments by Corporation to issue shares, subscriptions, warrants, options, convertible securities, or other such rights or to distribute to holders of any of its equity securities, any evidence of indebtedness or assets.

(d)               The Shares have been duly authorized and, when issued, sold, and delivered in accordance with this Agreement for the consideration expressed herein and therein, will be validly issued, fully paid, and nonassessable with no personal liability attaching to the ownership thereof and will be free and clear of all liens, charges, and encumbrances of any nature whatsoever except for restrictions on transfer under the Ancillary Agreements and under applicable federal and state securities laws.

(e)               Except for the Shareholders Agreement and any other agreements to which Purchaser may be party, to the best of Corporation’s knowledge there are no voting trusts, proxies, or other shareholder agreements, pledge agreements, buy-sell agreements, rights of first refusal, preemptive rights (statutory or contractual), or other restrictions on the transfer of any securities of Corporation (whether or not Corporation is a party thereto).

2.4              Financial Statements . Corporation has provided to Purchaser true, complete and accurate copies of Corporation’s unaudited financial statements consisting of the balance sheet of Corporation as at December 31 in each of the years 2015, 2016 and 2017 and the related statements of income and retained earnings, stockholders’ equity and cash flow for the years then ended (the “ Audited Financial Statements ”) and unaudited financial statements consisting of the balance sheet of Corporation as at September 30, 2018 (the “ Interim Financial Statement Date ”) and the related statements of income and retained earnings, stockholders’ equity and cash flow for the nine-month period then ended (the “ Interim Financial Statements ” and together with the Audited Financial Statements, the “ Financial Statements ”) are attached as Schedule 2.4 of the Disclosure Schedules and present fairly in all material respects the financial position of Corporation and were largely prepared in accordance with generally accepted accounting principles (“ GAAP ”) consistently applied.

2.5              No Undisclosed Liabilities . The Company has no liabilities, obligations or commitments of any nature whatsoever, asserted or unasserted, known or unknown, absolute or contingent, accrued or unaccrued, matured or unmatured or otherwise (“ Liabilities ”), except (a) those which are adequately reflected or reserved against in the Interim Financial Statements as of the Interim Financial Statement Date, and (b) those which have been incurred in the ordinary course of business consistent with past practice since the Interim Financial Statement Date and which are not, individually or in the aggregate, material in amount.

2.6              Absence of Certain Changes, Events and Conditions . Since the Interim Financial Statement Date, and other than in the ordinary course of business consistent with past practice, or except as contemplated in this Agreement or disclosed in Schedule 2.6 , there has not been, with respect to Corporation, any:

(a)               event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;

(b)               amendment of the charter, by-laws or other organizational documents of Corporation;

(c)               split, combination or reclassification of any shares of its capital stock;

(d)               issuance, sale or other disposition of any of its capital stock, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock;

(e)               declaration or payment of any dividends or distributions on or in respect of any of its capital stock or redemption, purchase or acquisition of its capital stock;

(f)                entry into any Contract that would constitute a Material Contract;

(g)               incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice;

(h)               transfer, assignment, sale or other disposition of any of Intellectual Property (as defined in Section 2.16 );

(i)                 transfer, assignment or grant of any license or sublicense of any material rights under or with respect to any Intellectual Property;

(j)                 material damage, destruction or loss (whether or not covered by insurance) to its property;

(k)               any capital investment in, or any loan to, any other Person;

(l)                 acceleration, termination, material modification to or cancellation of any material contract (including, but not limited to, any Material Agreement) to which Corporation is a party or by which it is bound;

(m)             any material capital expenditures;

(n)               imposition of any Encumbrance upon any of Corporation properties, capital stock or assets, tangible or intangible;

(o)               grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $10,000, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any employee, officer, director, independent contractor or consultant;

(p)               any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its stockholders, directors, officers and employees;

(q)               adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy law or consent to the filing of any bankruptcy petition against it under any similar law;

(r)                acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business or any person or any division thereof;

(s)                action by Corporation to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer in respect of any Post-Closing Tax Period; or

(t)                 any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

2.7              Title to Assets . Corporation has valid and marketable title to all of its assets now carried on its books including those reflected in the most recent balance sheet of Corporation which forms a part of Schedule 2.7 attached hereto, or acquired since the date of such balance sheet (except personal property disposed of since such date in the ordinary course of business) free of any liens, charges, or encumbrances of any kind whatsoever, except such encumbrances and liens that arise in the ordinary course of business and do not materially impair Corporation’s ownership or use of such property or assets set forth on Schedule 2.7 . Corporation does not own any real property. Corporation complies in all material respects under all leases for property and assets under which it is operating, and all such leases are valid and subsisting and are in full force and effect.

2.8              Condition and Sufficiency of Assets. Except as set forth in Schedule 2.8 , the assets of Corporation are maintained in good operating condition and repair, and are adequate for the uses to which they are being put. The buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property currently owned or leased by Corporation, together with all other properties and assets of Corporation, are sufficient for the continued conduct of Corporation's business after the Closing in substantially the same manner as conducted prior to the Closing and constitute all of the rights, property and assets necessary to conduct the business of Corporation as currently conducted.

2.9              Litigation and Compliance with Law.

(a)               There is no (i) material action, suit, claim, proceeding, or investigation pending or, to the best of Corporation’s knowledge, threatened against or affecting Corporation, at law or in equity, or before or by any federal, state, municipal, or other governmental department, commission, board, bureau, agency, or instrumentality, domestic or foreign; (ii) material arbitration proceeding relating to Corporation pending under collective bargaining agreements or otherwise; or (iii) material governmental inquiry pending or, to the best of Corporation’s knowledge, threatened against or affecting Corporation (including, without limitation, any inquiry as to the qualification of Corporation to hold or receive any license or permit), and, to the best of Corporation’s knowledge, there is no reasonable basis for any of the foregoing. Corporation is not in default with respect to any governmental order, writ, judgment, injunction, or decree known to or served upon Corporation of any court or of any federal, state, municipal or other governmental department, commission, board, bureau, agency, or instrumentality, domestic or foreign. There is no material action or suit by Corporation pending or threatened against others.

(b)               Corporation has complied in all respects with all laws, rules, regulations and orders applicable to its business, operations, properties, assets, products, and services, and Corporation has or will acquire all necessary permits, licenses, and other authorizations required to conduct is business as conducted and as proposed to be conducted, except to the extent failure to comply or obtain any such permits, licenses or authorizations will not have a Material Adverse Effect. Without limiting the generality of the foregoing, (i) Corporation is not engaged, nor, to the knowledge of Corporation, has any officer, director, partner, employee, or agent of Corporation engaged, in any act or practice which would constitute a violation of the Foreign Corrupt Practices Act of 1977, or any rules or regulations promulgated thereunder, and (ii) Corporation has not violated in any material respect any applicable statute, law, or regulation relating to environmental or occupational health and safety, and to the best of Corporation’s knowledge, no material expenditures are or will be required to comply with any such existing statute, law, or regulation. There is no existing law, rule, regulation, or order, and Corporation is not aware of any proposed law, rule, regulation or order, whether federal or state, (excluding product approvals from regulatory authorities required to offer its products for human use) which would prohibit or materially restrict Corporation from, or otherwise materially adversely affect Corporation in, conducting its business in any jurisdiction in which it is now conducting business or in which it proposes to conduct business.

2.10          Proprietary Information of Third Parties . No third party has claimed or has reason to claim that any person employed by or affiliated with Corporation has (a) violated or may be violating to any material extent any of the terms or conditions of his employment, non-competition, or non-disclosure agreement with such third party, (b) disclosed or may be disclosing or utilized or may be utilizing any trade secret or proprietary information or documentation of such third party, or (c) interfered or may be interfering in the employment relationship between such third party and any of its present or former employees, or has requested information from Corporation which suggests that such a claim might be contemplated. To the best of Corporation’s knowledge, no person employed by or affiliated with Corporation has improperly utilized or proposes to improperly utilize any trade secret or any information or documentation proprietary to any former employer, and to the best of Corporation’s knowledge, no person employed by or affiliated with Corporation has violated any confidential relationship which such person may have had with any third party, in connection with the development, manufacture, or sale of any product or proposed product or the development or sale of any service or proposed service of Corporation, and Corporation has no reason to believe there will be any such employment or violation. To the best of Corporation’s knowledge, none of neither the execution or delivery of this Agreement, the Ancillary Agreements, the other related agreements and documents executed in connection with the Closing hereunder, or the carrying on of the business of Corporation as officers, employees, or agents by any officer, director or key employee of Corporation, or the conduct or proposed conduct of the business of Corporation, will materially conflict with or result in a material breach of the terms, conditions, or provisions of or constitute a material default under any contract, covenant, or instrument under which any such person is obligated.

2.11          Insurance . Corporation carries insurance covering its properties and business adequate and customary for the type and scope of its properties and business.

2.12          Taxes . Corporation has accurately prepared and timely filed all federal, state, and other tax returns required by law to be filed by it, and all taxes (including all withholding taxes) shown to be due and all additional assessments have been paid or provisions made therefor. Corporation knows of no additional assessments or adjustments pending or threatened against Corporation for any period, nor of any basis for any such assessment or adjustment. Corporation has not elected pursuant to the Internal Revenue Code of 1986, as amended (the “ Code ”), to be treated as a Subchapter S corporation or a collapsible corporation pursuant to Section 1362 (a) or Section 341(f) of the Code, nor has it made any other elections pursuant to the Code (other than elections that relate solely to methods of accounting, depreciation or amortization) that would have a Material Adverse Effect.

2.13          Material Agreements . Except for those material contracts set forth in Schedule 2.13 (the “ Material Agreements ”), Corporation is not a party to or otherwise bound by any written or oral contract or instrument or other restriction which individually or in the aggregate is material to the business, financial condition, operations, prospects, property, liabilities, or affairs of Corporation of any kind (contingent or otherwise). Except for the Material Agreements, as set forth in Schedule 2.13 , Corporation is not a party to or otherwise bound by any written or oral:

(a)               contract or agreement which is not terminable on less than ninety (90) days’ notice without cost or other liability to Corporation (except for contracts which, in the aggregate, are not material to the business of Corporation);

2.14          No Defaults . Except as set forth in Schedule 2.14 , Corporation has in all material respects performed all the obligations required to be performed by them to date, has received no notice of default and are not in default (with due notice or lapse of time or both) under any material lease, agreement, or contract now in effect to which Corporation is a party or by which it or its property may be bound. Corporation has no present expectation or intention of not fully performing all its obligations under each such material lease, contract, or other agreement, and Corporation has no knowledge of any breach or anticipated breach by the other party to any material contract or commitment to which Corporation is a party. Corporation is in full compliance with all of the terms and provisions of its Articles and Bylaws.

2.15          Intellectual Property Assets . Set forth in Schedule 2.15 is a list of all patents, patent rights, patent applications, trademarks, trademark applications, service marks, service mark applications, trade names, and copyrights, and all applications for such which are in the process of being prepared, owned by, or registered in the name of Corporation, or of which Corporation is a licensor or licensee or in which Corporation has any right. Corporation owns or possesses adequate licenses or other rights to use all patents, patent applications, trademarks, trademark applications, service marks, service mark applications, trade names, copyrights, manufacturing processes, formulae, trade secrets, and know how (collectively, “ Intellectual Property ”) necessary or material to the conduct of its business as conducted, without any conflict with or infringement of the rights of others, and as proposed to be conducted, and no claim is pending or, to the best of Corporation’s knowledge, threatened to the effect that the operations of Corporation infringe upon or conflict with the asserted rights of any other Person under any Intellectual Property, and, to the best of Corporation’s knowledge, there is no basis for any such claim (whether or not pending or threatened). Except as disclosed in Schedule 2.15 , no claim is pending or, to the best of Corporation’s knowledge, threatened to the effect that any such Intellectual Property owned or licensed by Corporation, or which Corporation otherwise has the right to use, is invalid or unenforceable by Corporation, and, to the best of Corporation’s knowledge, there is no basis for any such claim (whether or not pending or threatened). To the best of Corporation’s knowledge, all material technical information developed by and belonging to Corporation which has not been patented has been kept confidential. Corporation has not granted or assigned to any other person or entity any right to manufacture, have manufactured, or assemble the products or proposed products or to provide the services or proposed services of Corporation. Except as set forth in Schedule 2.15 , Corporation has no material obligation to compensate any Person for the use of any Intellectual Property nor has Corporation granted to any Person any license or other rights to use in any manner any Intellectual Property of Corporation.

2.16          Investments in Other Persons . Corporation has not made any loan or advance to any Person which is outstanding on the date of this Agreement, nor does Corporation own any capital stock or assets comprising the business of, obligations of, or any interest in, any Person except as disclosed in Schedule 2.16 .

2.17          Assumptions, Guaranties, etc. of Indebtedness of Other Persons . Corporation has not assumed, guaranteed, endorsed, or otherwise become directly or contingently liable for any material amount of indebtedness of any other Person for (including, without limitation, liability by way of agreement, contingent or otherwise, to purchase, to provide funds for payment, to supply funds to, or otherwise invest in the debtor, or otherwise to assure the creditor against loss), except for guaranties by endorsement of negotiable instruments for deposit or collection in the ordinary course of business.

2.18          Governmental Approvals . No authorization, consent, approval, license, filing, or registration with any court or governmental department, commission, board, bureau, agency, or instrumentality, domestic or foreign, is or will be necessary for the valid execution, delivery, and performance by Corporation of this Agreement or the Ancillary Agreements, the issuance, sale and delivery of the Shares, other than filings pursuant to federal and state securities laws (all of which filings have been made or will be made by Corporation) in connection with the sale of the Shares.

2.19          Disclosure . Corporation’s representations and warranties in this Agreement (including the Schedules, Annexes and Exhibits to this Agreement) do not contain any untrue statement of a material fact or omit a material fact necessary to make the statements contained herein or therein, taken as a whole, not misleading.

2.20          Offering of the Shares . Neither Corporation nor any Person acting on its behalf has taken or will take any other action (including, without limitation, any offer, issuance, or sale of any security of Corporation under circumstances which might require the integration of such security with Shares under the Securities Act or the rules and regulations of the Securities and Exchange Commission thereunder), in either case so as to subject the offering, issuance, or sale of the Shares to the registration provisions of the Securities Act.

2.21          No Brokers or Finders . Except as disclosed, no person has or will have, as a result of the transactions contemplated by this Agreement, any right, interest, or valid claim against or upon Corporation for any commission, fee, or other compensation as a finder or broker arising out of the transactions contemplated by this Agreement.

2.22          Officers . Corporation has made available a list of the names of the officers of Corporation, together with the title or job classification of each such person and the total base compensation anticipated to be paid to each such person by Corporation during the current fiscal year, not including bonuses or benefits which Corporation is not obligated to pay. Except as disclosed on Schedule 2.22 , none of such persons has an employment agreement or understanding, whether oral or written, with Corporation which is not terminable on notice by Corporation without cost or other liability to Corporation, including without limitation, any agreement with respect to the acceleration of vesting of any capital stock or options to acquire capital stock of Corporation.

2.23          Transactions with Affiliates . Except as disclosed on Schedule 2.23 ,there are no loans, leases, royalty agreements, or other continuing transactions between Corporation and any Person owning five percent (5%) or more of any class of capital stock or other entity controlled by any such Person or a member of any such Person’s family.

2.24          Employees . Each of the former and current officers and employees of Corporation has executed a corporate protection agreement, or similar agreements containing provisions of confidentiality (each a “ Corporation Protection Agreement ”), and such Corporate Protection Agreement are in full force and effect. No officer or key employee of Corporation has advised Corporation in writing that he intends to terminate employment with Corporation. To the best of Corporation’s knowledge, Corporation has complied in all material respects with all applicable laws relating to the employment of labor, including provisions relating to wages, hours, equal opportunity, collective bargaining, and the payment of Social Security and other taxes, and with the Employee Retirement Income Security Act of 1974, as amended (“ ERISA ”).

2.25          ERISA . No employee benefit plan established or maintained, or to which contributions have been made, by Corporation, which is subject to Part 3 of Subtitle B of Title I of ERISA had an accumulated funding deficiency (as such term is defined in Section 302 of ERISA) as of the last day of the most recent fiscal year of such plan ended prior to the date hereof, and no material liability to the Pension Benefit Guaranty Corporation has been incurred with respect to any such plan by Corporation.

2.26          Labor Relations . No labor union or any representative thereof has made any attempt to organize or represent employees of Corporation and there are no pending unfair labor practice charges, material grievance proceedings, or adverse decisions of a Trial Examiner of the National Labor Relations Board against Corporation.

2.27          Books and Records . The books of account, ledgers, order books, records, and documents of Corporation accurately reflect all material information relating to the business of Corporation that is appropriate to be reflected therein in all material respects.

2.28          No other Inducements . Corporation acknowledges that, except as set forth in this Agreement and the other Transaction Documents (defined in section 9.16(a)), no promise or inducement for this Agreement was offered by Purchaser or any of its representatives or relied upon by Corporation.

Article III
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

Purchaser represents and warrants to Seller that the following statements are true and correct as of the date hereof.

3.1              Authorization of Purchaser . Purchaser has the requisite legal capacity to execute and deliver this Agreement and each Ancillary Agreement to which it is a party, and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Purchaser of this Agreement and each of the Ancillary Agreements to which it is a party have been duly authorized by all necessary action on the part of Purchaser.

3.2              Conflicts; Consent of Third parties . Neither the execution and the delivery by Purchaser of this Agreement or the Ancillary Agreements to which it is a party, nor the consummation of the transactions contemplated hereby and thereby on the part of Purchaser violate, result in the breach or termination of, or constitute a default under, result in an acceleration of, or create in any party the right to accelerate, terminate, modify or cancel, any contract to which Purchaser is a party or by which Purchaser or its properties or assets are bound.

3.3              No Proceedings . No suit, action or other proceeding is pending before any Governmental Body seeking to restrain or prohibit Purchaser from entering into this Agreement or to prohibit the Closing or the performance of any other obligation hereunder.

3.4              Accredited Investor Status . Purchaser (a) understands and acknowledges that the Shares have not been registered under the Securities Act, or under applicable state securities Laws (“ Blue Sky Laws ”), in reliance upon exemptions contained in the Securities Act and Blue Sky Laws and any applicable regulations promulgated thereunder or interpretations thereof, and cannot be offered for sale, sold or otherwise transferred unless, among other things, such securities subsequently are so registered or qualify for exemption from registration under the Securities Act and Blue Sky Laws; (b) represents, understands and acknowledges that the Shares are being acquired under this Agreement in good faith solely for its own account, for investment and not with a view toward resale or other distribution in violation of the Securities Act or Blue Sky Laws, and that such securities will not be offered for sale, sold or otherwise transferred without either registration or exemption from registration under the Securities Act and Blue Sky Laws.

Article IV
CONDITIONS PRECEDENT TO CLOSING

The closing of the sale of the Shares contemplated by this Agreement will be subject to the satisfaction of the following conditions precedent (the “ Conditions Precedent ”), any of which may be waived by Purchaser, in whole or in part:

4.1              The representations and warranties of Corporation set forth in this Agreement shall be true and correct on and as of the Closing Date.

4.2              All of the covenants and obligations that Seller is required to perform or to comply with pursuant to this Agreement at or prior to the Closing, and each of these covenants and obligations, shall have been duly performed and complied with in all material respects.

4.3              The holders of Corporation’s Series A Preferred Stock (the “ Preferred A Holders ”) and the holders of Corporation’s common stock shall have executed and delivered to and in favor of Corporation and Purchaser any and all consents to, and waivers in respect of, the Transaction as mandated the terms and conditions of (i) the Articles [(ii) the Series A Convertible Preferred Stock Purchase Agreement between Corporation and the Preferred A Holders (the “ Preferred A SPA ”)], and (iii) the Second Amended and Restated Shareholder’s Agreement, such consent to include, inter alia, (x) consent to the composition of the Board (as that term is hereinafter defined), (y) consent to the issuance of the Purchased Shares to Purchaser, and (z) a waiver of the preemptive purchase rights set forth in the Rights Agreement.

4.4              Each of Purchaser and Corporation shall be satisfied, in its sole discretion, with the results of its due diligence investigations in respect of the Transaction.

4.5              The boards of directors of each of Purchaser and Corporation shall have approved the Transaction.

Article V
CLOSING DELIVERABLEs

At the Closing, Seller shall have delivered to Purchaser each of the following items:

5.1              Articles . A true and correct copy of the Second Amended and Restated Articles of Incorporation which were filed with the Secretary of State of the State of Florida in substantially the same form as attached hereto as Exhibit A .

5.2              Officer’s Certificate . A certificate of an executive officer of Corporation certifying (i) to be true and correct copies of the organizational documents of Corporation, (ii) to be a true and correct copy of the resolutions of Corporation approving the transactions contemplated by this Agreement and that such resolutions are in full force and effect and (iii) as to the names and signatures of the officers of Corporation authorized to sign the Ancillary Agreements to which Corporation is a party;

5.3              Share Certificate : A certificate evidencing Purchaser’s ownership of 12,048,161 common shares constituting fifty one percent (51%) of the authorized and issued shares of Corporation.

5.4              Shareholders Agreement . A copy of the Shareholders’ Agreement of Corporation, in the form attached hereto as Exhibit E (the “ Shareholders’ Agreement ”), duly executed by Seller.

5.5              Consents . All authorizations, consents, waivers and approvals from governmental regulatory authorities and/or from parties, to contracts to which any of Corporation or its subsidiaries is a party, as may be required to be obtained by them in connection with the performance of this Agreement, the failure to obtain which would have a Material Adverse Effect, shall have been obtained.

5.6              Good Standing : Certificates of good standing as of a recent date with respect to Corporation and its subsidiary issued by the Secretary of State or similar authority of the jurisdiction in which Corporation and its subsidiary is incorporated or formed and for each other state or jurisdiction in which Corporation or its subsidiary is qualified to do business as a foreign corporation.

5.7              Management . A copy of the Management Agreement, duly executed by each of Bulman, Coombs, and Ramphal in substantially the same form as attached here to as Exhibit D .

At the Closing, Purchaser shall have delivered to Seller each of the following items:

(a)               Payment of Purchase Price . Purchaser shall have delivered to Corporation the full purchase price for all of the Shares to be purchased by them in accordance with the provisions of Section 1.2 hereof.

(b)               Consents . All authorizations, consents, waivers and approvals from governmental regulatory authorities and/or from parties, to contracts to which Purchaser is a party, as may be required to be obtained by them in connection with the performance of this Agreement, the failure to obtain which would have a Material Adverse Effect, shall have been obtained.

(c)               Management . A copy of the Management Agreement, duly executed by Purchaser.

(d)               Note . A copy of the Note, duly executed by Purchaser, with the original to be sent via courier for delivery within two (2) business days of the Closing Date.

(e)               Pledge Agreement . A copy of the Pledge Agreement, duly executed by Purchaser.

(f)                Shareholders’ Agreement . A copy of the Shareholders’ Agreement, duly executed by Purchaser.

Article VI
COVENANTS OF THE CORPORATION AND PURCHASER

6.1              Board Membership & Executive Management Participation . From and after the Closing Date, and for so long as Purchaser is the registered and beneficial owner of not less than fifty-one percent (51%) of the issued and outstanding equity securities in the capital of Corporation, the size of Corporation’s Board of Directors (the “ Board ”) shall be set at seven (7) composed of (i) the CEO of Corporation, (ii) one officer of Corporation (iii) the CEO of Purchaser, (iv) one appointee of Series A Holders, and (v) three independent directors.

6.2              Expenses . Regardless of whether any or all of the transactions contemplated by this Agreement are consummated, and except as otherwise expressly provided herein, Purchaser and Seller shall each bear their respective direct and indirect expenses incurred in connection with the negotiation and preparation of this Agreement and the consummation of the transactions contemplated hereby, including legal, accounting, brokerage and other fees and expenses.

Article VII
COVENANTS OF THE CORPORATION

7.1              Corporation covenants and agrees:

(a)               The representations and warranties of Seller set forth in this Agreement shall be true and correct in all material respects as of the date of the Closing Date.

(b)               Seller shall have performed and complied in all material respects with all agreements, covenants, obligations and conditions required by this Agreement to be performed or complied with by Seller on or prior to the Closing Date.

(c)               Seller shall have caused to be delivered to Purchaser a certificate executed by a duly authorized officer of Seller certifying that each of the conditions set forth in Sections 7.1(a) and (b) has been satisfied.

(d)               Financial Statements of Corporation : Corporation covenants and agrees to deliver to Purchaser, within sixty (60) calendar days of the Closing Date (the “ Delivery Date ”) the financial statements of Corporation mandated by Regulation S-X (17 C.F.R. Part 210) audited by a PCAOB auditor (the “ Financial Statements ”) so as to facilitate consolidation of such financial statements with those of Purchaser. In the event that the Financial Statements are not delivered to Purchaser on or before the Delivery Date, Purchaser shall be entitled, in its sole discretion, to rescind the Transaction, in which event (i) the Milestone Payment and any Guaranteed Payments and Incremental Payments made prior to such rescission will be forthwith due and repayable by Corporation to Purchaser.

(e)               Use of Proceeds. The Corporation shall use the proceeds from the sale of the Shares at the Closing for general working capital purposes in reasonable conformity with the budget and time line set forth on Annex A hereto.

(f)                .

Article VIII
Indemnification

8.1              Seller’s Indemnification Obligations . Subject to the provisions of this Section 8.1 , after the Closing, Seller shall reimburse, indemnify and hold harmless Purchaser and its affiliates and their respective officers, directors, managers, shareholders, members, partners, employees, agents, affiliates, attorneys and representatives (collectively, “ Purchaser Indemnified Parties ”) from, against and in respect of all actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees, rulings, damages, dues, penalties, fines, costs, liabilities, obligations, taxes, liens, losses, expenses, payments and fees, including court costs and reasonable attorneys’ fees and expenses (the “ Adverse Consequences ”) that may be incurred by or imposed on any Buyer Indemnified Party that result from, relate to or arise out of:

(i)                 any breach or inaccuracy of a representation or warranty made by Seller in this Agreement or any Ancillary Agreement; and

(ii)              any breach by Seller of, or failure by Seller to perform, any of Seller’s covenants, agreements or obligations in this Agreement.

8.2              Purchaser’s Indemnification Obligations . Subject to the provisions of this Section 8.2 , after the Closing, Purchaser agrees to defend, reimburse, indemnify and hold harmless the Seller from, against and in respect of any Adverse Consequences that may be incurred or suffered by or imposed on Seller that result from, or relate to, or arise out of:

(a)               any breach or inaccuracy of a representation or warranty made by Purchaser in this Agreement or any Ancillary Agreement; and

(b)               any breach by Purchaser of, or failure by Purchaser to perform, any of Purchaser’s covenants, agreements or obligations in this Agreement or any Ancillary Agreement.

8.3              Indemnification Procedure .

(a)               A party entitled, or seeking to assert rights, to indemnification under this Section 8.3 (an “ Indemnified Party ”) shall give written notification (a “ Claim Notice ”) to the party from whom indemnification is sought (an “ Indemnifying Party ”) which contains (i) a description and the amount (the “ Claimed Amount ”), if then known, of any Adverse Consequences incurred, or reasonably expected to be incurred, by the Indemnified Party and (ii) a statement that the Indemnified Party is entitled to indemnification under this Section 8.3 for such Adverse Consequences and a reasonable explanation of the basis therefor.

(b)               Following receipt of a Claim Notice from the Indemnified Party, the Indemnifying Party shall have thirty (30) days in which to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Indemnified Party agrees to make available to the Indemnifying Party and/or its authorized representative(s) the information relied upon by the Indemnified Party to substantiate the claim. Within such thirty (30) days after delivery of a Claim Notice, the Indemnifying Party shall deliver to the Indemnified Party a written response (the “ Response ”) in which the Indemnifying Party shall either: (i) agree that the Indemnified Party is entitled to receive all of the Claimed Amount or (ii) dispute that the Indemnified Party is entitled to receive any or all of the Claimed Amount and the basis for such dispute (in such an event, the Response shall be referred to as an “ Objection Notice ”). If no Response is delivered by the Indemnifying Party to the Indemnified Party within such thirty (30) day period, the Indemnifying Party shall be deemed to have agreed that an amount equal to the entire Claimed Amount shall be payable to the Indemnified Party, and such Claimed Amount shall be promptly paid to the Indemnified Party.

(c)               In the event that the parties are unable to agree on whether Adverse Consequences exist or on the amount of such Adverse Consequences within the thirty (30) day period after delivery of an Objection Notice, either the Indemnified Party or the Indemnifying Party may (but are not required to do so) petition or file an action in a court of competent jurisdiction for resolution of such dispute.

8.4              Limitations on Indemnification Obligations . Notwithstanding any other provision in this Agreement to the contrary, the maximum aggregate liability of each party for indemnification claims made pursuant to Article VIII shall in no event exceed an amount equal to the Purchase Price (the “ Indemnification Cap ”) and such indemnity shall expire on the one year anniversary date of this Agreement.

Article IX
MISCELLANEOUS

9.1              Expenses . If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, or the Shareholders Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees, costs, and necessary disbursements in addition to any other relief to which such party may be entitled.

9.2              Survival of Representations and Warranties and Agreements. All representations and warranties made herein or in any agreement, certificate, or instrument delivered to Purchaser or Seller pursuant to or in connection with this Agreement shall survive the execution and delivery of this Agreement, the Ancillary Agreements, the issuance, sale, and delivery of the Shares, and shall terminate on the one-year anniversary of the Closing Date of this Agreement.

9.3              Brokerage . Each party hereto will indemnify and hold harmless the others against and in respect of any claim for brokerage or other commissions relative to this Agreement or to the transactions contemplated hereby, based in any way on agreements, arrangements, or understandings made or claimed to have been made by such party with any third party.

9.4              Parties in Interest . All representations, covenants, and agreements contained in this Agreement by or on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors and assigns of the parties hereto whether so expressed or not. Without limiting the generality of the foregoing, all representations, covenants, and agreements benefiting Purchaser, unless otherwise herein or therein provided, shall inure to the benefit of any and all subsequent holders from time to time of Shares and all such holders shall be bound by all of the obligations of Purchaser hereunder and under the terms of the Shares.

9.5              Notices . All notices, requests, consents, demands, and other communications under this Agreement shall be in writing and shall be deemed to have been duly given on the date of service if served personally on the party to whom notice is to be given, on the date of transmittal of services via e-mail or telecopy to the party to whom notice is to be given (with a confirming copy delivered within 24 hours thereafter), or on the third day after mailing if mailed to the party to whom notice is to be given, by first class mail, registered or certified, postage prepaid, or overnight mail via a nationally recognized courier providing a receipt for delivery and properly addressed as set forth below:

(a)               Any party may change its address for purposes of this paragraph by giving notice of the new address to each of the other parties in the manner set forth above.

9.6              Confidentiality . The parties acknowledge being bound by a reciprocal confidential disclosure agreement made May 10, 2017 (the “ CDA ”), the terms of which are incorporated hereby by reference. The parties hereby acknowledge and agree that, notwithstanding anything to the contrary set forth in the CDA, all press releases and other public announcements relating to this Agreement or the transactions contemplated hereby will be agreed upon by both parties acting reasonably.

9.7              Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of Florida for all purposes and in all respects, without regard to the conflict of law provisions of such state.

9.8              Venue . Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in the federal courts of the United States or the courts of the State of Florida in each case located in the County of Miami-Dade, Florida and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Service of process, summons, notice or other document by mail to such party's address set forth herein shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or any proceeding in such courts and irrevocably waive and agree not to plead or claim in any such court that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.

9.9              Entire Agreement . This Agreement, including the Exhibits, Annexes, Schedules, and related agreements attached as exhibits hereto, constitutes the sole and entire agreement of the parties with respect to the subject matter hereof. All Exhibits, Annexes, and Schedules hereto are hereby incorporated herein by reference.

9.10          Counterparts . This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

9.11          Amendments and Waivers . This Agreement may be amended or modified, and provisions hereof may be waived, with the written consent of Corporation and the holders of at least two-thirds of the outstanding shares of Common Stock issued or issuable upon conversion of the Shares. Any such amendment, modification, or waiver shall be binding on all parties, including those not signing such amendment, modification, or waiver, and such consent may be given or withheld for any reason or for no reason.

9.12          Severability . If any provision of this Agreement shall be declared void or unenforceable by any judicial or administrative authority, the validity of any other provision and of the entire Agreement shall not be affected thereby.

9.13          Titles and Subtitles . The titles and subtitles used in this Agreement are for convenience only and are not to be considered in construing or interpreting any term or provision of this Agreement.

9.14          Definition of “Person” . As used in this Agreement, the term “Person” shall mean an individual, corporation, trust, partnership, limited liability Company or partnership, joint venture, unincorporated organization, governmental authority or any agency or political subdivision thereof, or other entity.

9.15          Waiver Of Jury Trial .  Each party hereto hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any litigation.  Each party certifies and acknowledges that (a) no representative, agent, or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce the foregoing waiver, (b) each such party understands and has considered the implications of this waiver, (c) each such party makes this waiver voluntarily, and (d) each such party has been induced to enter into this agreement by, among other things, the mutual waivers and certifications. A copy of this  Section 9.15 may be submitted to any court as evidence of the content thereof.

9.16          Acknowledgement by Purchaser; Disclaimers .

(a)               The Purchaser acknowledges that it has conducted an independent investigation and verification of the financial condition, operations, assets, liabilities and properties of Corporation and, in making its determination to proceed with the transactions contemplated by this Agreement, Purchaser has relied and will rely on the results of its own independent investigation and the representations and warranties of Corporation expressly and specifically set forth in this Agreement, including the Disclosure Schedule.  The Purchaser further acknowledges that, except as set forth in this Agreement and the other Transaction Documents (defined below), no promise or inducement for this Agreement was offered by Corporation or any of its representatives or relied upon by Purchaser.  “Transaction Documents” means this Agreement (including the Disclosure Schedule), the Amended and Restated Shareholders’ Agreement, The Second Amended and Restated Articles of Incorporation, the Pledge and Security Agreement, the Note, the Management Agreement, and any certificates or instruments executed by Corporation and delivered to Purchaser in connection with the consummation of the transactions contemplated by this Agreement.

(b)               The Purchaser acknowledges that neither Corporation nor any other Person acting on behalf of Corporation or any of its Affiliates has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding Corporation or its business or assets, except as expressly set forth in this Agreement or as and to the extent required by this Agreement to be set forth in the Disclosure Schedule.  The Purchaser further agrees that neither Corporation nor any other Person shall have or be subject to any liability to Purchaser or any other Person resulting from the distribution to Purchaser, or Purchaser’s use of, any such information, and any information, document or material made available to Purchaser or Purchaser’s representatives in certain “data rooms,” management presentations, or any other form in expectation of the transactions contemplated by this Agreement, except to the extent referenced in this Agreement, including the Disclosure Schedule.

(c)                THE REPRESENTATIONS AND WARRANTIES OF THE CORPORATION SPECIFICALLY SET FORTH IN  ARTICLE XI  OF THIS AGREEMENT AND IN NY OTHER TRANSACTION DOCUMENT CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF THE CORPORATION TO THE PURCHASER IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, AND THE PURCHASER UNDERSTANDS, ACKNOWLEDGES, AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED (INCLUDING, ANY RELATING TO THE FUTURE OR HISTORICAL FINANCIAL CONDITION, RESULTS OF OPERATIONS, ASSETS OR LIABILITIES, OR PROSPECTS OF THE CORPORATION AND ITS SUBSIDIARY), ARE SPECIFICALLY DISCLAIMED BY THE CORPORATION.  THE PURCHASER ACKNOWLEDGES THAT IT DID NOT RELY ON ANY REPRESENTATION OR WARRANTY NOT CONTAINED IN THIS AGREEMENT WHEN MAKING ITS DECISION TO ENTER INTO THIS AGREEMENT AND WILL NOT RELY ON ANY SUCH REPRESENTATION OR WARRANTY IN DECIDING TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. THE FOREGOING SHALL NOT, HOWEVER, AFFECT ANY CLAIM OF PURCHASER FOR FRAUD BASED ON ANY WRITING.

(d)               In connection with Purchaser’s investigation of Corporation, Purchaser or its representatives has received from or on behalf of Corporation certain projections, including projected statements of operating revenues and income from operations of Corporation subsequent to approval of the product candidate and certain business plan information for such fiscal year and succeeding fiscal years.  The Purchaser acknowledges that there are uncertainties inherent in attempting to make such estimates, projections and other forecasts and plans, that Purchaser is familiar with such uncertainties, that Purchaser is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections and other forecasts and plans so furnished to it (including the accuracy or veracity of purported factual data contained therein or the reasonableness of the assumptions underlying such estimates, projections and forecasts), and that Purchaser shall have no claim against Corporation or any other Person with respect thereto.  Accordingly, Corporation makes no representation or warranty whatsoever with respect to such estimates, projections, and other forecasts and plans (including the accuracy or veracity of purported factual data contained therein or the reasonableness of the assumptions underlying such estimates, projections, and forecasts).

SIGNATURE PAGE TO FOLLOW

IN WITNESS WHEREOF, Corporation and Purchaser has executed this Stock Purchase Agreement as of the date first above written.

EXHIBITS

TABLE OF CONTENTS

EXHIBIT A Second Amended and Restated Articles of Incorporation

EXHIBIT B Promissory Note

EXHIBIT C Pledge and Security Agreement

EXHIBIT D Management Agreement

EXHIBIT E Amended and Restated Shareholder Agreement

SCHEDULE 2.3 Capitalization

SCHEDULE 2.4 Financial Statements

SCHEDULE 2.6 Absence of Certain Changes, Events and Conditions

SCHEDULE 2.7 Title to Assets

SCHEDULE 2.8 Condition and Sufficiency of Assets

SCHEDULE 2.13 Material Agreements

SCHEDULE 2.14 No Defaults

SCHEDULE 2.15 Intellectual Property

SCHEDULE 2.16 Investments in Other Persons

SCHEDULE 2.22 Officers

SCHEDULE 2.23 Transactions with Affiliates

ANNEX A Budget

EXHIBIT A

SECOND AMENDED AND RESTATED ARTICLES OF INCORPORATION

EXHIBIT B

PROMISSORY NOTE

EXHIBIT C

PLEDGE AND SECURITY AGREEMENT

EXHIBIT D

MANAGEMENT AGREEMENT

EXHIBIT E

AMENDED AND RESTATED SHAREHOLDERS AGREEMENT

SCHEDULE 2.3

CAPITALIZATION

SCHEDULE 2.5

FINANCIAL STATEMENTS

SCHEDULE 2.6

ABSENCE OF CERTAIN CHANGES, EVENTS AND CONDITIONS

2.6(a) Corporation received a default notice from the University of Pittsburgh for sums due associated with that License Agreement dated May 19, 2015 pertaining to a milestone license fee, reimbursement of legal fees for patent prosecution and evidence of insurance. Such notice was cured on December 14, 2018.

2.6(a) Corporation entered into an agreement with three parties, Brian Anderson, Richard Anderson and Darrin Sloniger, related to the repayment of certain promissory notes, the payment of consulting fees and the reimbursement of certain advances for business expenses. One payment was made with the initial milestone payment. The obligation in the amount of $__0,000 is due December 31, 2018 and this obligation requires an extension to avoid a default.

2.6(d) Corporation made a grant of options to purchase common shares through the Regentys Corporation 2013 Equity Plan. The specific persons, grants and vesting provisions are as set forth in the Schedule of Grants of Options to the Equity Plan.

2.6(f) Corporation has final agreements in process for Natureplex (supplier of diluent and bottles for ECMH product), Brandwood Medical (consultant to Corporation for regulatory affairs in Australia), Scott Singer (consultant to corporation for clinical trials globally), George Medical (consultant to Corporation for clinical trials affairs in Australia), MP Biologics (manufacturer of SIS product for use in ECMH testing) and the University of Pittsburgh/McGowan Center for Regenerative Medicine (animal testing).

2.6(l) Corporation entered into a Development Agreement with Cook Biotech, Inc. pursuant to which certain stage payments were required to be made for activities associated with ECMH product development efforts. The Corporation made an initial payment and has restructured the payment of certain past due obligations, the terms of which have been included in the Financials and disclosed via box.com.

2.6(o) Corporation is negotiating employment agreements for Richard C. Bulman, Jr., Gerard S. Coombs (renewal) and Gary Ramphal that are consistent with Annex A disclosures.

2.6(p) Corporation entered into a business agreement with Brian Anderson, Richard Anderson and Darrin Sloniger for the repayment of an obligation. See 2.6(a).

2.6(p) Certain loans have been made by Richard C. Bulman, Jr., Gerard Coombs and Gary Ramphal to the Corporation as set forth in a schedule and disclosed in the Financials.

2.6(s) Appointment of BDO Seidman as accountants and prospective adjustment to tax returns.

SCHEDULE 2.7

TITLE TO ASSETS

The Corporation co-owns and has secured exclusive, worldwide, field-specific rights to intellectual property from University of Pittsburgh covering the use of extracellular matrix, derived from any source, manufactured in any form, and delivered by any method to the small or large intestine, to treat gastrointestinal diseases. As part of its licensed rights, Regentys has also received exclusive, worldwide, field-specific rights in certain Extracellular Matrix compositions and patented methods for its manufacture and sterilization.

SCHEDULE 2.8

CONDITION AND SUFFICIENCY OF THE ASSETS

SCHEDULE 2.13

MATERIAL AGREEMENTS

The Corporation has disclosed its material agreements in its corporate box.com account.

Please provide a list of all material agreements, with the following information:

1. [_________ ] Agreement by and between [Regentys Corporation] and [Party 2] with an effective date of [ ___________].

SCHEDULE 2.14

NO DEFAULTS

SCHEDULE 2.15

INTELLECTUAL PROPERTY

SCHEDULE 2.16

INVESTMENTS IN OTHER PERSONS

Corporation has one subsidiary, Asana Medical Australia, Pty. Ltd., formed for the purpose of conducting clinical trials in Australia.

SCHEDULE 2.22

An employment agreement dated __________ , 201_ has been executed by and between Gerard S. Coombs – EVP – Operations and the Corporation. This employment agreement has been made available for inspection on box.com.

SCHEDULE 2.23

Transactions with Affiliates

The office space presently used by the Corporation located at 6135 NW 167 ^th Street, Unit E-15, Miami Lakes, Florida 33015 is owned by Gary Ramphal, EVP – Finance. The Corporation has a year-to-year lease at market rate with favorable terms. This lease has been made available for inspection on box.com.

Certain loans have been made by Richard C. Bulman, Jr., Gerard Coombs and Gary Ramphal to the Corporation as set forth in a schedule and disclosed in the Financials.

ANNEX A

PROCEEDS ALLOCATION

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER ANY OTHER APPLICABLE SECURITIES LAWS. AS A RESULT, NO SALE OR TRANSFER OF THIS NOTE MAY BE MADE EXCEPT IN COMPLIANCE WITH OR PURSUANT TO AN EXEMPTION FROM SUCH LAWS.

PROMISSORY NOTE

CONFIDENTIAL DRAFT: FOR DISCUSSION PURPOSES ONLY

FOR VALUE RECEIVED, GENEREX BIOTECHNOLOGY CORPORATION, a Delaware corporation with a business address located at 10102 USA Today Way, Miramar, Florida, 33025 (" Debtor ") promises to pay to the order of REGENTYS CORPORATION, a Florida corporation with a business address located at 6135 NW 167 ^th Street, E-15, Miami Lakes, Florida 33015 (“ Lender ") the sum of FOURTEEN MILLION SIX HUNDRED THOUSAND DOLLARS (US $14,600,000) in lawful currency of the United States of America together with simple interest as specified herein until such obligation is satisfied in full (the “ Note ”).

1.        Rate of Interest . Debtor shall pay interest to Lender on the unpaid principal balance of the Note hereunder at the rate of four percent (4.00%) simple interest per annum with interest payable in one lump sum at the end of the payment term.

2.        Payment Schedule . This Note shall be repaid as follows: (i) Three Million Four Hundred Fifty Thousand Dollars ($3,450,000) to initiate pre-clinical activities payable on or about January 15, 2019; (ii) Two Million Dollars ($2,000,000) to initiate patient recruitment activities payable on or about May 1, 2019; (iii) Three Million Dollars ($3,000,000) to initiate a first-in-human pilot study payable on or about September 1, 2019; thereafter, (payments (i)-(iii) are collectively referred to herein as the “ Guaranteed Payments ”) (iv) Five Million Dollars ($5,000,000) to initiate a human pivotal study payable on or about February 1, 2020 and (v) One Million One Hundred Fifty Thousand Dollars ($1,150,000) to submit a 510(k) de novo submission to the FDA payable on or about February 1, 2021 plus accrued interest to date (payments (iv) and (v) are collectively referred to herein as the “ Incremental Payments ”).

3.        Purpose of Loan . With this obligation Debtor is recognizing sums owed for the purchase of stock in the Corporation (defined herein) from the Lender as evidenced by that certain Stock Purchase Agreement dated this same date hereof (the "Purchase Agreement"), pursuant to which Lender has sold to Debtor [_____] shares of Lender’s Common Stock (“ Acquired Shares ”). Debtor warrants and represents to Lender that this loan is for business and commercial purposes.

4.        Grant of Security Interest . Debtor hereby grants to Lender or its Agent (for the benefit of the Lender) as security for the prompt and complete payment, observance and performance of the Note, a security interest in all of Debtor’s right, title and interest in and to the Acquired Shares, purchased by Debtor through the Purchase Agreement, to be held by Debtor or his assigns, including but not limited to any trust, and, without limitation, interest, dividends, distributions, cash, instruments, debt or equity securities and/or proceeds specifically arising from this stock interest, receivable or otherwise distributed (“ Collateral ”). Debtor shall assist Lender to (i) perfect a security interest and to execute and deliver Uniform Commercial Code (“ UCC ”) financing statements; (ii) register Collateral to Lender or Agent for its nominee and (iii) take such other steps as Lender or Agent may from time to time may reasonably request to (i) perfect Lender’s or Agent’s security interest or (ii) pledge Corporation stock, including taking physical possession of share certificates under Article 8 of the Florida U.C.C..

5.        Representations and Warranties . Debtor warrants and represents that it has the right, power and authority to execute, deliver and perform this Note, to incur this obligation, and to grant to Lender or its Agent security interests in the Collateral. No consent, approval, or authorization of, or declaration of filing within any governmental authority, and no consent of any other person, is required in connection with Debtor’s execution, delivery, and performance of this Note and related documents except for those already duly obtained. All transaction documents have been duly executed and delivered by Debtor and constitute a legal, valid and binding obligation of Debtor enforceable against her in accordance with its terms. Debtor is the sole, direct, legal and beneficial owner of each of the Pledged Interests that are delivered to Lender or its Agent pursuant to this Agreement.

6.        Default . In the event that the Borrower fails to make full payment when due of the Guaranteed Payments, Lender, in its sole discretion, shall have the option to (i) forfeit all of Borrower’s shares OR (ii) demand and receive freely tradeable common shares of Borrower equivalent to 110% of the value of the missing Guaranteed Payment with Borrower facilitating the disposition of same in ordinary trading activities and in accordance with all state and federal securities laws, rules and regulations and exchange requirements. In the event any Incremental Payment is not paid when due, (i) Borrower’s ownership interest in the Purchased Shares shall be automatically and proportionally reduced based upon the amount of the Purchase Price actually paid and (ii) such Borrower’s share certificate shall be returned by Borrower to Corporation for reissuance and failing that, Lender shall be entitled to automatically adjust Borrower’s ownership interest on the books of the Corporation.

7.        Waiver of Default . No waiver by Lender of any default shall be effective unless in writing, nor operate as a waiver of any other default or of the same default in the future.

8.        Change of Address . Debtor will immediately notify Lender in writing of any change of address from that shown herein.

9.        Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, disregarding any rules relating to the choice or conflict of laws.

10.        Enforceability . The unenforceability of any specific provision hereof shall not affect the validity of any other provision hereof.

11.        Binding Agreement . All obligations of Debtor hereunder shall bind the heirs, legal representatives, successors and assigns of Debtor. If there be more than one Debtor, their liabilities shall be joint and several. All rights of Lender hereunder shall inure to the benefit of its successors and assigns.

12.        Assignment . Neither party may assign this Agreement without the prior written permission of the other, which shall not be unreasonably withheld, except upon Debtor’s sale of substantially all of its assets or stock resulting in a change of control of the Debtor.

13.        Entire Agreement . This Note, along with that letter agreement of same date, constitutes the entire agreement between and among the parties with respect to the subject matter hereof. There are no verbal understandings, agreements, representations or warranties not expressly asset forth herein. The Note shall not be changed orally, but only by writing signed by the parties hereto.

14.        DEBTOR ACKNOWLEDGES ALL OF THE TERMS AND CONDITIONS OF THIS PROMISSORY NOTE. BY EXECUTION HEREOF, THE UNDERSIGNED OFFICER OF THE DEBTOR HEREBY CERTIFIES THAT HE IS DULY AUTHORIZED TO EXECUTE THIS PROMISSORY NOTE ON BEHALF OF THE DEBTOR IN THE CAPACITY STATED BELOW.

Executed December __, 2018, at Miami Lakes, Florida

GENEREX BIOTECHNOLOGY CORPORATION (DEBTOR)

By: ____________________________

Name:_____________________________

Its: ____________________________

PLEDGE AND SECURITY AGREEMENT

THIS PLEDGE AND SECURITY AGREEMENT (the “ Pledge ”), is made and entered into this January __, 2019, (“ Effective Date ”) by and between GENEREX BIOTECHNOLOGY CORPORATION , A Delaware corporation (" Pledgor ") and REGENTYS CORPORATION, A Florida corporation (" Pledgee ").

W I T N E S S E T H:

WHEREAS , Pledgee has sold to Pledgor a majority in interest of the capital stock of Regentys Corporation, a Florida corporation, pursuant to the terms contained in that certain Stock Purchase Agreement dated October 26, 2018 made by and between the parties; and

WHEREAS , in conjunction with such purchase and consistent with the terms contained in the Agreement, Pledgor has executed a promissory note in favor of Pledgee, a copy of which is attached hereto and made a part hereof as Exhibit "A" ("Note"); and

WHEREAS , in order to secure the payment of the Note, Pledgor has agreed to pledge the Shares to Pledgee.

NOW, THEREFORE , in consideration of the mutual covenants, agreements, warranties and representations herein contained, and for other good and valuable considerations, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1.       As security for the due and punctual payment of the Note, Pledgor grants to Pledgee a security interest in and a lien on the Shares, together with all ownership rights, rights to subscribe, distributions, and other property to which said Pledgor is or may be entitled to receive on account of the Shares, whether now or hereafter owned or existing, together with all additions thereto and substitutions therefor (hereinafter collectively called the "Collateral").

2.       Pledgor agrees that Pledgee shall have, and there is hereby granted to and created in favor of Pledgee, a security interest under the Uniform Commercial Code of Delaware (hereinafter called the "Code") in and to the collateral hereby assigned and pledged and intended so to be and in and to the proceeds thereof, both cash and non-cash. Pledgor will faithfully preserve and protect Pledgee's security interest in the Collateral and the proceeds thereof and will promptly complete and file with the Delaware Secured Transactions Registry a UCC-1 Form identifying the Shares as collateral for the Note and giving Pledgee a priority lien.

3.       Notwithstanding the security interest in the Collateral and the proceeds thereof granted to and created in favor of Pledgee by this Agreement, Pledgor shall have the right, until the occurrence of an event of default as provided in Paragraph 7 hereof, to exercise all voting rights with respect to the Collateral.

4.       Pledgor represents and warrants to Pledgee that, upon the effective date of the Pledge (a) Pledgor is the sole and absolute owner of the Shares, (b) the Shares are free and clear of all pledges, liens, security interests and encumbrances, (c) Pledgor has the authority and power to execute this Agreement and to grant a security interest in the Collateral in favor of Pledgee, (d) Pledgor has obtained all necessary consents to enter into this Agreement, and (e) the person executing this Agreement on behalf of Pledgor is authorized and empowered to do so and will bind Pledgor as described therein.

5.       Pledgor assumes full responsibility for taking any and all necessary steps to preserve rights with respect to the Collateral as to Pledgee. Pledgee shall not assign its interest in the Collateral, in whole or in part, without the express written consent of Pledgor.

6.       Promptly upon request of Pledgee from time to time, Pledgor will do all such acts and things and will execute and deliver to Pledgee all such documents as Pledgee may deem necessary or advisable in order to assure Pledgee of its rights granted hereunder, or otherwise by law, with respect to the Collateral and the proceeds thereof.

7.       In the event Pledgor shall fail to make any payment due under the Note, then, and in any such event, Pledgee shall have such rights and remedies with respect to the Collateral or any part thereof and the proceeds thereof as are provided by the Code and such other rights and remedies with respect thereto which it may have at law or in equity under this Pledge and Security Agreement or the Agreement or any of the documents or instruments referred to herein or therein, including, without limitation, to the extent not inconsistent with the provisions of the Code, the right to (a) transfer into Pledgee's name or into the name of its nominee or nominees any or all of the securities constituting the Collateral, vote the same, give all consents, waivers and ratifications in respect thereof and otherwise act with respect thereto as though it were absolute owner thereof and (b) sell all or any part of the Collateral at public or private sale, without prior notice to Pledgor or any other person, except as otherwise required by law, at such place or places and at such time or times and in such manner as Pledgee may determine and apply the proceeds so received, first to the payment of the reasonable costs and expenses incurred by Pledgee in connection with such sale, including reasonable attorney's fees and legal expenses, second to the repayment of all amounts then due and unpaid to Pledgee pursuant to the Note, whether on account of principal or interest or otherwise, and whether by acceleration, maturity or otherwise, as Pledgee in its sole discretion may elect, and then to pay the balance, if any, as required by law.

8.       Upon full payment of all sums due by Pledgor to Pledgee under the Note, this Agreement shall terminate and be of no further force and effect and the UCC-1 Filing shall be withdrawn, terminated or expired. Until such time, however, this Agreement shall bind the Pledgor, its successors and assigns, and shall inure to the benefit of Pledgee, its successors and assigns.

9.       No delay or failure on the part of Pledgee in exercising any right, power or privilege hereunder shall operate as a waiver thereof or of any other right, power or privilege of Pledgee hereunder; nor shall any single or partial exercise of any such right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies of Pledgee hereunder are cumulative and not exclusive of any rights or remedies which it may otherwise have.

10.       This Agreement shall be governed by and shall be construed and enforced in accordance with the laws of the State of Delaware.

Remainder of Page Intentionally Left Blank

Signature Page to Follow

IN WITNESS WHEREOF, the due execution hereof the day and year first above written.

EXHIBIT “A”

PROMISSORY NOTE

[See Attached]

AMENDED AND RESTATED SHAREHOLDERS AGREEMENT

THIS AMENDED AND RESTATED SHAREHOLDERS AGREEMENT (this “ Agreement ”) dated as of January __, 2019 is entered into by and among REGENTYS CORPORATION , a Florida corporation (the “ Corporation ”), the investors named in the attached Schedule I and having an address as set forth therein (each an “ Investor " and collectively the “ Investors "), and the persons whose names are set forth on Schedule II hereto and having a principal place of business as set forth therein (each an “ Other Shareholder " and collectively the “ Other Shareholders ”), as amended from time to time to add such other person(s) who may thereafter become a party to this Agreement The Investors, the Other Shareholders and such other persons who may hereafter become a party to this Agreement are sometimes referred to herein individually as a “ Shareholder " and collectively as the “ Shareholders .”

Recitals

The Corporation authorized 32,500,000 shares comprised of 25,000,000 shares of Common Stock and 7,500,000 shares of Preferred Stock;

Presently, the Corporation has issued and outstanding 18,419,897 shares of Common Stock and 2,793,192 shares of Series A Convertible Preferred Stock issued and outstanding, with 2,793,192 additional shares of Common Stock set aside for Series A conversion and 2,217,375 shares of Common Stock set aside for issuance in conjunction with the 2013 Regentys Corporation Equity Incentive Plan; (“ Shares ”);

The Shareholders and the Corporation have agreed that it is in their mutual best interest and in the best interest of the Corporation to provide certain rights, obligations, and restrictions with respect to the shares of Common Stock now or hereafter owned by any Shareholder and any other voting capital stock of the Corporation or securities convertible into, exchangeable for, or having rights to purchase voting capital stock of the Corporation (such voting capital stock, securities, Preferred Shares and Common Stock are hereinafter referred to collectively as " Stock ").

Agreement

NOW THEREFORE, in consideration of the premises, the mutual covenants and agreements herein contained, and other valuable consideration, the receipt, adequacy, and sufficiency whereof are hereby acknowledged, the parties hereto, intending to be legally bound, do hereby covenant and agree as follows:

ARTICLE I

Restrictions on Transfer

Restrictions on Transfer . No Shareholder (including transferees of Shareholders) shall transfer any shares of Stock, or any Interest therein, whether by operation of law or otherwise, except in accordance with all of the provisions of this Agreement as used in this Agreement, the term “transfer" shall include any sale, pledge, gift, assignment, or other disposition of shares of Stock. Furthermore, a sale of any voting equity interest in the Corporation to a direct competitor of the Corporation, which shall include all persons and entities that sell products or services similar in function and purpose to the Corporation's products or services, shall in any event require the prior written approval of the Corporation's Board of Directors.

First Offer . If a Shareholder (the “ Selling Shareholder ") desires to transfer any or all of such Shareholder's Stock (the “ Offered Stock "), such Shareholder shall first give written notice (a “ Transfer Notice ") thereof to the Corporation, identifying the proposed transferee, the number of shares sought to be transferred, the proposed purchase price (the " Offered Price "), if applicable, the terms of the proposed transaction including the proposed transaction date and a copy of any written offer or other writing setting forth the terms and conditions of the proposed transaction. Such Transfer Notice shall constitute an irrevocable offer by the Selling Shareholder to sell all of the Offered Stock to the Corporation at the Offered Price and upon the same terms and conditions as the Selling Shareholder is willing to sell the Offered Stock to the proposed transferee; provided, however, that without the prior written consent of the Corporation (which consent shall not be unreasonably withheld), all transfers pursuant to this Article I shall be solely for cash. Once given, a Transfer Notice may not be modified or amended except with the written consent of the Corporation and the Investors (or their Permitted Transferees) holding at least two thirds of the Shares. Within the twenty (20) day period following the giving of the Transfer Notice (the " First Offer Period "), the Corporation may elect, by giving written notice of such election to the Selling Shareholder to purchase all but not less than all of the Offered Stock. Any modification or amendment of a Transfer Notice will be deemed a new Transfer Notice with respect to the proposed transfer and will restart the First Offer Period.

Second Offer . If the Corporation does not elect to purchase all of the Offered Stock within the First Offer Period, the Corporation shall then transmit a copy of the Transfer Notice to the Investors together with a statement that it has elected not to purchase the Offered Stock, and the Offered Stock shall thereby be offered by the Selling Shareholder to the Investors for a period of twenty (20) days from the transmittal of such Transfer Notice to the Investors (the " Second Offer Period "), for the same Offered price and upon the same terms and conditions as set forth in the Transfer Notice. Each Investor shall be initially entitled to elect to purchase such pro rata portion of the remaining Offered Stock as the number of shares of Stock (on an as-converted basis) owned by such Investor on the date of the commencement of the First Offer Period bears to the number of shares of Stock (on an as-converted basis) owned by all Investors on such date. In the event the Offered Stock consists of shares of different classes or series, the pro rata right to purchase the Offered Stock will apply separately to each class or series of shares.

Third Offer . If and to the extent one or more of the Investors does not elect by notice in writing given to the Selling Shareholder and the Corporation within the Second Offer Period, to purchase all of the Offered Stock to which he, she, or it is entitled pursuant to this Agreement, the remaining Offered Stock shall be automatically offered by the Selling Shareholder, by means of a final written notice (" Final Corporation Notice ") delivered by the Corporation, for a period of ten (10) days from the giving of such Final Corporation Notice (the " Third Offer Period "), to the Shareholders, if any, who elected during the Second Offer Period to purchase all of the Offered Stock to which they were then entitled (such Shareholders being the " Electing Shareholders "), together with a statement of the number of shares of the Offered Stock as to which no election has been made. Each of such Electing Shareholders shall deliver a notice to the Selling Shareholder and the Corporation within such Third Offer Period setting forth the number of remaining Offered Stock which he, she, or it desires to purchase, and if the aggregate number of shares for which an election is made exceed the remaining Offered Stock, each Electing Shareholder shall be entitled to purchase such portion of the remaining Offered Stock as the number of shares of Stock (on an as-converted basis) then owned by him bears to the number of shares of Stock (on an as-converted basis) then owned by all of the Electing Shareholders. In the event the remaining Offered Stock consists of shares of different classes or series, the pro rata right to purchase the remaining Offered Stock will apply separately to each class or series of shares.

If the Electing Shareholders do not elect. by notice in writing given to the Selling Shareholder within the Third Offer Period, to purchase all (but not less than all) of the remaining Offered Stock to which they are entitled. or if there are no such Electing Shareholders, then the Selling Shareholder shall be free to dispose of all of the Offered Stock within sixty (60) days of the end of the Third Offer Period (or if no Third Offer Period is required, then within sixty (60) days of the end of the Second Offer Period) to the original proposed transferee, at a price not lower than the Offered Price and upon the terms stipulated in the Transfer Notice in all material respects; provided, however that any such sale shall be subject to participation by the Investors pursuant to the provisions of Section 2.1 . However, as a condition to the effectiveness of such transfer. said transferee shall thereupon become a party to this Agreement as a Shareholder and, pursuant to Section 4.16 , shall confirm such fact by executing a counterpart of this Agreement. If such Offered Stock is not so disposed of by the Selling Shareholder within such sixty (60) day period, the Selling Shareholder shall continue to hold such Stock subject to all of the terms and conditions of this Agreement and may not sell the Stock without again complying with all of the provisions hereof.

Certain Transfers Not Prohibited . Except as otherwise expressly provided herein, the restrictions on dispositions of Stock contained in this Agreement shall not be construed to prohibit the following transfers of Stock (“ Permitted Transfers "):

transfers of Stock by a Shareholder to any member(s) of such Shareholder’s Family Group (as defined below) or by will or the laws of descent and distribution to such Shareholder’s Family Group (“ Family Group " means an individuals, spouse and lineal descendants, parents, grandparents, and any family limited partnership or trust or other fiduciary relationship solely for the benefit of such individual and/or such individual's spouse, parents, grandparents, and/or lineal descendants);

transfers of Stock upon the death of a Shareholder to his executors or administrators or legal successors, including without limitation trustee(s);

an involuntary transfer by operation of law;

transfers between Investors or by any Investor(s) to a controlled entity, or subsidiary or parent of such Investor or to an "affiliate" of such Investor (as such term is defined in Rule 501(b) under the Securities Act of 1933, as amended (the " Securities Act ”)), transfers by an Investor to any persons owning a beneficial interest in the Investor or transfers to any person or organization acquiring substantially all of the assets of the Investor or which is a successor in merger or consolidation;

any transfer of Stock in accordance with Section 2.2 of this Agreement; and

any transfer of Stock as part of a firm commitment underwritten public offering of the Corporation's Common Stock underwritten by a nationally recognized full-service investment bank pursuant to which the aggregate gross proceeds received by the Corporation is at least $10,000,000 (a " Qualified Public Offering ").

Any and all shares of Stock in the hands of any transferee pursuant to subsections (a) through (e) of this Section 1.5 (each a " Permitted Transferee ") shall remain subject to this Agreement. Permitted Transferees under subsections (a) through (e) of this Section 1.5 shall be deemed to be Shareholders for all purposes of this Agreement as if they had executed and delivered the Agreement. The rights to purchase Stock under Article I of this Agreement belong to the Corporation, the Investors, and the Shareholders and are not transferable except that any transferees of Stock under Section 1.5(d), with respect to the shares so transferred, and any transferee of any Investor of not fewer than 35,000 shares of Stock (such number being subject to equitable adjustment as provided by Section 4.13 hereof) shall also maintain the right to purchase pursuant to Article I .

Co-Sale Rights

Tag Along Rights .

In the event any Other Shareholder or any Permitted Transferee of an Other Shareholder (a " Transferring Shareholder ") proposes to transfer Stock held by such Transferring Shareholder (except as otherwise provided below). Such Transferring Shareholder shall deliver a written notice (the " Sale Notice ") to the Corporation and to each Investor, specifying in reasonable detail the Identity of the proposed transferee(s) and the terms and conditions of the transfer. Any Investor may elect to participate in the contemplated transfer by delivering written notice to the Transferring Shareholder within twenty (20) days after receipt by such Investor of the Sale Notice. If any Investor elects to participate in such Transfer, such Investor will be entitled to sell in the contemplated transfer, at the price per share of Common Stock offered by the proposed transferee in the transfer, for each share of Common Stock held by such Investor on a fully-diluted basis and upon the same terms and conditions as the Transferring Shareholder, a number of shares of Stock determined by multiplying (i) the number of shares of Common Stock to be sold in the contemplated transfer) by (ii) the quotient determined by dividing (A) the number of shares of Common Stock held by such Investor, by (B) the sum of (1) the number of shares of Common Stock held by the Investors electing to participate in such sale and (2) the number of shares of Common Stock held by the Transferring Shareholder.

Each Investor who elects to participate in a transfer pursuant to this Article II (such transfer, a " Transfer " and each such Investor, a " Participant ') shall effect its participation in the Transfer by promptly delivering to the Transferring Shareholder for transfer to the prospective purchaser one or more certificates, properly endorsed for transfer, which represent the number of shares of Common Stock which such Participant elects to sell. The stock certificate or certificates that the Participant delivers to the Transferring Shareholder pursuant to this section shall be transferred to the prospective purchaser in consummation of the sale of the Common Stock pursuant to the terms and conditions specified in the Sale Notice, and the Transferring Shareholder shall concurrently therewith remit to each Participant that portion of the sale proceeds to which such Participant is entitled by reason of its participation in such sale. To the extent that any prospective purchaser prohibits such assignment or otherwise refuses to purchase shares or other securities from a Participant exercising its rights of co-sale hereunder, the Transferring Shareholder shall not sell to such prospective purchaser or purchasers any Stock unless and until, simultaneously with such sale, such Transferring Shareholder shall purchase such shares or other securities from such Participant on the same terms and conditions specified in the Sale Notice.

The exercise or non-exercise of the rights of the Investors hereunder to participate in one or more Transfers of Stock made by a Transferring Shareholder shall not adversely affect their rights to participate in subsequent Transfers of Stock subject to this section.

The right of co-sale set forth herein shall not apply to any transfer to a Permitted Transferee pursuant to any of subsections 1.5 (a) - (c), but any and all shares of Stock in the hands of any Permitted Transferee pursuant to said subsections shall remain subject to this Agreement. The right of co-sale set forth herein shall not apply to any transfer pursuant to Section 1.5 (f).

Obligation to Sell . In the event the Corporation or any Shareholder(s) receive(s) a written bona fide offer to purchase all or substantially all of the assets or all of the outstanding shares of Stock of the Corporation, regardless of the form of the proposed transaction, at the written request of the Corporation or the selling Shareholder(s) (the " Selling Party "), as the case may be, each Shareholder (including any Permitted Transferee(s) of a Shareholder) shall participate pro rata in such sale and/or vote all of such Shareholder's shares of Stock in favor of the transaction, provided that such sale is approved by both (i) at least 50% of the outstanding shares of Stock, on an as-converted basis, held by the Other Shareholders and their Permitted Transferees, and (ii) at least 50% of the outstanding shares of Stock, on an as-converted basis, held by the Investors and their Permitted Transferees. The Corporation or the Selling party, as the case may be, shall give to each Shareholder a notice (an " Obligation to Sell Notice ") containing a description of the material terms of such proposed transaction Including the name and address of the proposed transferee, the number of shares to be sold, the consideration per share offered for such shares by the proposed transferee, the payment terms and closing date, which shall be a date not less than sixty (60) days after the giving of the Obligation to Sell Notice, and including a copy of any written offer, letter of intent, term sheet, or contract of sale. All Shareholders shall be treated equally under this Section 2.2 . It shall be a condition of the obligation to sell under this Section 2.2 that all facts and circumstances and all material aspects of any transaction under this Section 2.2 shall be disclosed.

Voting and Corporate Governance

Voting for Directors . The parties agree to vote their shares of Stock or consent in writing in the manner necessary to produce the following effect:

(a)        the Board of Directors of the Corporation shall consist of seven (7) members (with the unanimous written consent of such Board of Directors necessary to increase or decrease the number of directors constituting the Board of Directors);

(b)        the Shareholders shall vote their shares in such a manner so as to elect the Corporation’s Chief Executive Officer and one other officer of the Corporation designated by the holders of a majority in interest of Common Stock to the Board of Directors of the Corporation (such individuals being the " Common Directors "); in the event a Common Director ceases to serve the Corporation in an officer capacity, the Stockholders shall remove such Common Director; on the date hereof, the Common Directors are Richard C. Bulman, Jr. and Gerald S. Coombs;

(c)        for so long as Generex Biotechnology Corporation (“ Generex ”) owns at least fifty-one percent (51%) of the issued and outstanding common stock of the Corporation (assuming conversion of all issued and outstanding preferred stock and other securities convertible into Common Stock), the Shareholders shall vote their shares in such a manner so as to elect Generex’s Chief Executive Officer, or another officer of Generex nominated by the Generex Board and reasonably acceptable to a majority of the other members of the Corporation’s Board of Directors (the “Generex Director”) to the Board of Directors of the Corporation;

(d)       the Shareholders shall vote their shares in such a manner as to elect three (3) individuals to the Board of Directors of the Corporation, as designated by the holders of Common Stock voting together as one class, none of which shall be an employee of the Corporation or affiliated with any beneficial owner of more than five percent (5%) of the outstanding capital stock of the Corporation (such such individual being the " Independent Director ");

(d)        the Shareholders shall vote their shares in such a manner as to elect one (1) individual to the Board of Directors of the Corporation, as designated by the holders of Common Stock voting together as one class, and one (1) individual to the Board of Directors of the Corporation, as designated by the holders of Series A Preferred Stock voting together as one class,( such individual being a " Designated Director ");

(e)        the Shareholders of each class shall vote their shares in such a manner as to enable Shareholders entitled to designate members of the Corporation's Board of Directors pursuant to any of subsections herein in their sole discretion, to remove and replace, whether upon the occurrence of a vacancy for any reason, or otherwise, their respective designees; and

(f)        the Shareholders agree that each member of the Board of Directors of the Corporation shall be elected for a term of two years with the Board being staggered, replacing three (3) members in even numbered years (e.g. 2016, 2018) and four (4) members in odd numbered years (e.g 2017, 2019) with interim vacancies to be filled in accordance with the Bylaws of the Corporation.”

Board Approval . The Board of Directors shall be consulted on the Corporation's entry into or amendment of significant distribution, licensing, or other material agreements or contracts. The approval of a majority of the Board of Directors of the Corporation then in office shall be required for the Corporation to: (a) incur additional indebtedness other than bank borrowings in the ordinary course of business or refinancing of existing indebtedness; (b) enter into or amend agreements, whether oral or written, relating to executive compensation; (c) approve the Corporation's annual budget and capital budget; (d) make any capital expenditures in excess of those reflected in the Corporation's capital budget previously approved by the Board of Directors; (e) initiate searches for new key executives of the Corporation; or (f) approve the sale of any equity interest in the Corporation to a direct competitor of the Corporation.

Meetings of the Board of Directors . The Board of Directors shall meet at least bi-monthly until such time as the Board of Directors determines that meetings of such frequency are no longer required. The Corporation shall reimburse members of the Board of Directors for the customary and reasonable expenses of attending the meetings of the Board of Directors. The Corporation shall offer Independent Directors compensation reasonable and customary in light of the Corporation’s size, complexity, stage of business and industry.

Formation of Compensation Committee . As soon as practicable after execution of this Agreement, the Board of Directors shall establish a Compensation Committee consisting of one Common Director (who, unless such person is not serving as a director, shall be the President or Chief Executive Officer of the Corporation) and one Independent Director. The Compensation Committee shall be responsible for making recommendations to the full Board of Directors for approving all management compensation, employee benefit plans, and stock option grants.

Formation of Audit Committee . As soon as practicable after the execution of this Agreement, the Board of Directors shall establish an Audit Committee consisting of at least two directors other than the Common Directors. The Corporation’s Chief Executive officer shall advise, but not be a member of, the Audit Committee. The Audit Committee shall be responsible for (i) meeting with the Corporation's independent auditors and principal financial personnel to review the scope of audit and non-audit services performed by the independent public accountants, (ii) reviewing the independence of the independent public accountants, and (iii) reviewing the adequacy of internal accounting controls.

Indemnification . The Corporation shall not amend the Indemnification provisions of the Corporation's Articles of Incorporation (as amended, the " Articles ") or Bylaws to eliminate or reduce the indemnification provided for all directors and such provisions as so written shall be deemed to be a contract with each director regarding his or her indemnification by the Corporation. The Corporation shall also enter into separate indemnification agreements with each director. In the event the Corporation merges with another entity and is not the surviving corporation, or transfers all of its assets, proper provisions shall be made so that successors of the Corporation assumes the Corporation’s obligations with respect to indemnification of Directors.

Insurance . Within thirty (30) days after the date of this Agreement, the Corporation will bind Directors and Officers liability with a carrier and in an amounts reasonably satisfactory to the Designated Director and the Generex Director.

Miscellaneous

No Right of Employment . No Shareholder shall have any right of employment or other benefits, or any right to be a director or officer of the Corporation, solely as a consequence of owning Stock in the Corporation. Each Shareholder who is a director or officer of the Corporation acknowledges that, if the Board of Directors determines that salary or other compensation (other than dividends) shall be paid to any director or officer of the Corporation, the Corporation shall be under no obligation to pay any director or officer a proportionate share of such salary or compensation.

Filing of Agreement . A copy of this Agreement, as amended from time to time, shall be filed with and retained by the Secretary of the Corporation.

Corporation Designee . All rights granted to the Corporation by the terms of this Agreement may be exercised by such person, persons, entity, or entities as the Board of Directors of the Corporation, in its sole discretion, shall designate acting by vote or unanimous written consent.

Reservation of Common Stock . The Corporation shall, at all times, have reserved the appropriate number of shares of Common Stock for the conversion of all outstanding shares of Preferred Stock, as applicable.

Endorsement of Stock Certificates . All certificates representing Stock owned by the Shareholders shall have conspicuously endorsed thereon a legend substantially as follows:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS UPON TRANSFER PURSUANT TO A SHAREHOLDERS' AGREEMENT BY AND AMONG THE CORPORATION AND ITS SHAREHOLDERS. A COPY OF THE SHAREHOLDERS' AGREEMENT MAY BE OBTAINED FROM THE CORPORATION UPON THE WRITTEN REQUEST.

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH SHARES UNDER THAT ACT AND ANY APPLICABLE STATE SECURITIES LAWS, UNLESS, IN THE OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION, AN EXEMPTION FROM REGISTRATION IS AVAILABLE."

Closing . Except as otherwise provided herein, whenever the Corporation or any Shareholder elects to purchase Stock pursuant to this Agreement, the Corporation or the Selling Shareholder, whichever is applicable, shall be given written notice of the election to accept an offer, specifying therein the date and place for the closing of the sale, which closing shall occur no later than thirty (30) days following such election. A copy of all such notices given by Shareholders shall be provided to the Corporation simultaneously with the giving of such notices. If either the Corporation and/or one or more Shareholders have elected to purchase Stock, all closings shall take place simultaneously and the closing date for the sale shall be the later of the dates chosen by the Corporation and such accepting Shareholder(s). In the event that the purchase of the Stock is not consummated through no fault of the selling party on or before the closing date determined in accordance with the provisions hereof, the right of any party failing to purchase such Stock hereunder on such occasion shall expire.

Payment for Stock . All payments hereunder shall be made in cash, by certified cashier's or bank check, or by wire transfer of immediately available funds. To the extent that the proposed consideration to be paid by any proposed transferee as described in a Transfer Notice pursuant to Section 1.2 consists of property other than cash, and the Corporation provides the requisite written consent with respect to such non-cash consideration, the purchase price under Sections 1.2 through 1.4 , inclusive, of this Agreement shall be paid in cash in lieu of the fair market value of such non-cash consideration, or the fair value thereof, if there is no market.

Delivery of Stock and Documents . Upon the closing of a sale as herein provided, the seller shall deliver to each purchaser in exchange for payment of the purchase price: (a) the certificates for the Stock being sold, endorsed for transfer and bearing any necessary documentary stamps, and (b) such assignments, certificates of authority, tax releases, consents to transfer, instruments, and evidence of title of the seller, and of his compliance with applicable state and federal law, as may be reasonably required by counsel for each such purchaser.

Entire Agreement . This Agreement represents the complete agreement among the parties hereto with respect to the transactions contemplated hereby and supersedes all prior written or oral agreements and understandings.

Pronouns . Whenever the context of this Agreement permits, the masculine gender shall include the feminine and neuter genders, and any reference to the singular or plural shall be interchangeable with the other.

Separability . The invalidity or un enforceability of anyone or more provisions of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if any such invalid or unenforceable provisions were omitted.

Headings . The headings in this Agreement have been inserted for convenience of reference only and shall not constitute a part of this Agreement.

Adjustments . If there shall be any change in the Stock of the Corporation through merger, consolidation, reorganization, recapitalization, stock dividend, stock split, anti-dilution addition, combination, or exchange of shares, or the like (any such event being an " Adjustment ”) all of the terms and provisions of this Agreement shall apply to any new, additional, or different shares or securities issued as a result of such Adjustment and the price and number of securities subject to the provisions hereof shall be adjusted accordingly.

Notices . All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed to have been duly given on the date of service if served personally on the party to whom notice is to be given, on the date of transmittal of services via telecopy to the party to whom notice is to be given (with a confirming copy delivered within 24 hours thereafter), or on the third day after mailing if mailed to the party to whom notice is to be given, by first class mail, registered or certified, postage prepaid, or via a nationally recognized overnight courier providing a receipt for delivery and properly addressed as set forth on Schedule I and Schedule II hereto. Any party may change Its address for purposes of this paragraph by giving notice of the new address to each of the other parties in the manner set forth above.

Binding Effect . This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, representatives, successors, and assigns.

Parties . Any person who acquires ownership of Stock (including shares of Stock hereafter issued) including, without limitation, any transferee by operation of law, shall automatically become a party to this Agreement, as a Shareholder, and shall confirm such fact by executing, upon request of any of the parties hereto, a counterpart of this Agreement. The Corporation shall undertake not to issue shares of Stock except, if as a condition to such issuance, the transferee becomes a party to this Agreement. Any person acquiring not fewer than 35,000 shares of Stock (such number being subject to equitable adjustment as provided by Section 4.13 hereof) from an Investor or any Permitted Transferee of an Investor pursuant to Section 1.5(d) hereof, shall be deemed an Investor hereunder.

Failure to Comply with the Provisions of this Agreement In addition to any other legal or equitable remedies which it or they may have, the Corporation and the Shareholders may enforce their rights under any provision of this Agreement by actions for specific performance (to the extent permitted by law) and each party hereto acknowledges and agrees that the parties hereto will be irreparably damaged in the event that this Agreement is breached. Further, the Corporation may refuse to transfer on its books record ownership of Stock which shall have been sold or transferred in violation of this Agreement or to recognize any transferee as one of the Corporation's shareholders for any purpose (including without limitation, for purposes of dividend and voting rights) until all applicable provisions of this Agreement have been complied with in full. All remedies provided by this Agreement are in addition to other remedies provided by law.

Waiver, Amendment, and Termination . This Agreement may not be amended or modified, and no provision hereof may be waived, without the written consent of Shareholders holding at least 50% of the shares of Stock held by Investors and their Permitted Transferees. This Agreement shall terminate with respect to all shares of Stock upon the closing of (a) a Qualified Public Offering, or (b) a sale of all or substantially all of the assets or capital stock of the Corporation or (c) the consummation of any transaction in accordance with the provisions of Section 2. 1 hereof which results in a Change in Control, or (d) the consummation of any transaction in accordance with the provisions of Section 2.2 hereof. For the purposes of this Agreement, a " Change in Control ” shall be deemed to have occurred if (i) the Corporation merges or consolidates with another entity 'and is not the surviving entity (other than a merger to change the state of incorporation of the Corporation or any successor entity); (i) the Corporation sells or otherwise transfers all or substantially all of its assets; or (iii) more than 50% of the voting capital stock of the Corporation is transferred in a single transaction or a series of related transactions (other than the acquisition of such voting capital stock by Generex).

Counterparts . This Agreement may be executed in multiple counterparts, each of which shall have the force and effect of an original and all of which together shall constitute but one and the same document.

Governing Law . This Agreement is executed and delivered in the State of Florida, and this Agreement shall be governed by and construed in accordance with the laws of the State of Florida for all purposes and in all respects, without regard to the conflict of laws provisions of such state.

Dispute Resolution . If the parties should have a material dispute arising out of or relating to this Agreement or the parties' respective rights and duties hereunder, then the parties will resolve such dispute in the following manner: (i) any party may at any time deliver to the others a written dispute notice setting forth a brief description of the issue for which such notice initiates the dispute resolution mechanism contemplated by this Section 4.21 ; (ii) during the forty-five (45) day period following the delivery of the notice described in Section 4.21(i) above, appropriate representatives of the various parties will meet and seek to resolve the disputed issue through negotiation, (iii) if representatives of the parties are unable to resolve the disputed issue through negotiation; then within thirty (30) days after the period described in Section 4.21(ii) above, the parties will refer the issue (to the exclusion of a court of law) to final and binding arbitration in Miami, Florida in accordance with the then existing rules (the " Rules ") of the American Arbitration Association (" AAA" ) , and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof, provided, however, that the law applicable to any controversy shall be the law of the State of Florida, regardless of principles of conflicts of laws. In any arbitration pursuant to this Agreement, (i) discovery shall be allowed and governed by the Florida Code of Civil Procedure and (ii) the award or decision shall be rendered by a majority of the members of a Board of Arbitration consisting of three (3) members, one of whom shall be appointed by each of the respective parties and the third of whom shall be the chairman of the panel and be appointed by mutual agreement of said two party-appointed arbitrators. In the event of failure of said two arbitrators to agree within sixty (60) days after the commencement of the arbitration proceeding upon the appointment of the third arbitrator, the third arbitrator shall be appointed by the AAA in accordance with the Rules. In the event that either party shall fail to appoint an arbitrator within thirty (30) days after the commencement of the arbitration proceedings, such arbitrator and the third arbitrator shall be appointed by the AAA in accordance with the Rules. Nothing set forth above shall be interpreted to prevent the parties from agreeing in writing to submit any dispute to a single arbitrator in lieu of a three (3) member Board of Arbitration. Upon the completion of the selection of the Board of Arbitration (or if the parties agree otherwise in writing, a single arbitrator), an award or decision shall be rendered within no more than forty-five (45) days. Notwithstanding the foregoing, the request by either party for preliminary or permanent injunctive relief, whether prohibitive or mandatory, shall not be subject to arbitration and may be adjudicated only by the courts of the State of Florida or the U.S. District Court in Florida.

RIGHTS OF FIRST REFUSAL

5.1 Subsequent Offerings .

(a) Subject to applicable securities laws, each Investor (“ ROFR Holder ”) shall have a right of first refusal to purchase his/her/its pro rata share of all Equity Securities (as defined below) that the Corporation may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 5.5 hereof.

(b) The pro rata share of each ROFR Holder shall be equal to the ratio of (x) the number of shares of the Corporation’s Common Stock issued and issuable upon the conversion of the Shares of which such ROFR Holder holds immediately prior to the issuance of such Equity Securities to (y) the total number of shares of the Corporation’s Common Stock issued and issuable upon the conversion of the Shares of which all ROFR Holder are deemed to be the holders immediately prior to the issuance of such Equity Securities. The term “Equity Securities” shall mean (i) any Common Stock, Preferred Stock or other security of the Corporation, (ii) any security convertible into or exercisable or exchangeable for, with or without consideration, any Common Stock, Preferred Stock or other security (including any option to purchase such a convertible security), (iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other security, or (iv) any such warrant or right with the exclusions as set forth in Section 5.5 .

5.2         Exercise of Rights . If the Corporation proposes to issue any Equity Securities, it shall give each ROFR Holder written notice of its intention, describing the Equity Securities, the price and the terms and conditions upon which the Corporation proposes to issue the same. Each ROFR Holder shall have fifteen (15) days from the giving of such notice to agree to purchase its pro rata share of the Equity Securities for the price and upon the terms and conditions specified in the notice by giving written notice to the Corporation and stating therein the quantity of Equity Securities to be purchased. Notwithstanding the foregoing, the Corporation shall not be required to offer or sell such Equity Securities to any ROFR Holder who would cause the Corporation to be in violation of applicable federal securities laws by virtue of such offer or sale. Each ROFR Holder must qualify as an “accredited investor” (as defined in Regulation D promulgated under the Securities Act) in order to be eligible to exercise rights to purchase Equity Securities under this Section 5 .

5.3         Issuance of Equity Securities to Other Persons . If not all of the ROFR Holders elect to purchase their pro rata share of the Equity Securities, then the Corporation shall promptly notify in writing the ROFR Holders who do so elect and shall offer such ROFR Holders the right to acquire such unsubscribed shares on a pro rata basis based on the relative number of Equity Securities such ROFR Holders previously elected to purchase. The ROFR Holders shall have five (5) days after receipt of such notice to notify the Corporation of its election to purchase all or a portion thereof of the unsubscribed shares. The Corporation shall have ninety (90) days thereafter to sell the Equity Securities in respect of which the ROFR Holder’s rights were not exercised, at a price not lower and upon general terms and conditions not materially more favorable to the purchasers thereof than specified in the Corporation’s notice to the ROFR Holders pursuant to Section 5.2 hereof. If the Corporation has not sold such Equity Securities within ninety (90) days of the notice provided pursuant to Section 5.2 , the Corporation shall not thereafter issue or sell any Equity Securities, without first offering such securities to the ROFR Holders in the manner provided above.

5.4         Termination of Rights of First Refusal . The rights of first refusal established by this Section 5 shall not apply to, and shall terminate upon the earlier of (i) the effective date of the registration statement pertaining to the Corporation’s Initial Offering or (ii) an Acquisition.

5.5         Excluded Securities . The rights of first refusal established by this Section 5 shall have no application to any of the following Equity Securities: (a) shares of Common Stock and/or options, warrants or other Common Stock purchase rights and the Common Stock issued pursuant to such options, warrants or other rights issued or to be issued after the date hereof to employees, officers or directors of, or consultants or advisors to the Corporation or any subsidiary, pursuant to stock purchase or stock option plans or other arrangements that are approved by the Board of Directors; (b) stock issued or issuable pursuant to any rights or agreements, options, warrants or convertible securities outstanding as of the date of this Agreement; and stock issued pursuant to any such rights or agreements granted after the date of this Agreement, so long as the rights of first refusal established by this Section 5 were complied with, waived, or were inapplicable pursuant to any provision of this Section 5 with respect to the initial sale or grant by the Corporation of such rights or agreements; (c) any Equity Securities issued for consideration other than cash pursuant to a merger, consolidation, acquisition or similar business combination; (d) any Equity Securities issued in connection with any stock split, stock dividend or recapitalization by the Corporation; (e) any Equity Securities issued pursuant to any equipment loan or leasing arrangement, real property leasing arrangement, or debt financing from a bank or similar financial or lending institution; and (f) any Equity Securities that are issued by the Corporation pursuant to a registration statement filed under the Securities Act.”

Generex Agreements

6.1 Liquidity Right . The Founders, or their Permitted Transferees, holding a majority of the outstanding common stock held by Founders and Founders’ Permitted Transferees (assuming conversion of all preferred stock and other securities convertible into common stock) shall have the right, upon written notice to Generex, to requiredGenerex to permit or undertake a Corporation Liquidity Event. “ Founders ” means Richard C. Bulman, Jr., Gerald S. Coombs and _________. “ Corporation Liquidity Event ” means one of the following approved by the Board and consented to by a majority of the holders of each class of the Corporation’s outstanding capital stock, voting by class: (a) an initial public offering of Regentys Corporation common stock followed by listing on a recognized national exchange, provided that either (i) the market value of the aggregate outstanding common stock after the initial public offering, assuming the shares are valued at the initial public offering price, is at least $100 million, of the Corporations net revenues, determine under GAAP, were $100 million or more in its most recent fiscal year OR (b) a purchase of substantially all of the stock or assets of Corporation by Generex, or merger or similar business combination with or by an unrelated third party, in which the Shareholder will each at least an amount equal to three times the Company’s fair market value [as of when?]. In addition, upon the departure of Joseph Moscato as CEO of Generex, ____________.

6.2        Exchange of Corporation Stock for Generex Stock . With the consent of the Corporation’s Board, Generex will exchange shares of Generex Common Stock for shares of the Corporation’s capital stock. The exchange ratio will be reasonably determined by Generex based upon the fair market value of the Generex stock and the Corporation’s stock, subject to the tendering Shareholder’s reasonable agreement to such ratio. Generex’s obligation under this Section 6.2 are conditioned upon (i) the parties entering into an agreement relating to such exchange containing provisions required for compliance with federal and applicable state securities laws and such other provisions as the parties may reasonably require and (ii) such exchange being permitted under federal and applicable state securities laws without material cost to Generex.

SIGNATURE PAGES TO FOLLOW

IN WITNESS WHEREOF , the Corporation and the Shareholders have executed this Amended and Restated Shareholders’ Agreement as of the day and year first above written.

Corporation

REGENTYS CORPORATION

By: __________________________________

Richard C. Bulman, Jr., CEO

Shareholders

GENEREX BIOTECHNOLOGY CORPORATION

By: __________________________________

Joseph Moscato, CEO

_____________________________________

Marc Ramer, Individually

_____________________________________

Gerald S. Coombs, Individually

_____________________________________

Gary M. Ramphal, Individually

_____________________________________

Richard C. Bulman, Jr., Individually

_____________________________________

Christine V. Sapan, Ph.D., Individually

_____________________________________

Reginald Hardy, Individually

Regentys Corporation

Amended and Restated Shareholders’ Agreement Signatures

Continued

Regentys Corporation

Amended and Restated Shareholders’ Agreement Signatures

Continued

SCHEDULE I

REGENTYS CORPORATION

INVESTORS

Generex Biotechnology Corporation

_

-

-

-

SCHEDULE II

REGENTYS CORPORATION

OTHER SHAREHOLDERS

MANAGEMENT SERVICES AGREEMENT

This Management Services Agreement (the " Agreement ") is entered into January __, 2019 (the " Effective Date "), by and among REGENTYS CORPORATION , a Florida corporation with its principal place of business located at 6135 NW 167 ^th Street, E-15, Miami Lakes, Florida (the " Corporation "), RICHARD C. BULMAN, JR ., a Florida resident (“ Bulman ”), GERARD S. COOMBS , a Florida resident (“ Coombs ”), and GARY RAMPHAL a Florida resident (“ Ramphal ”) (hereinafter, Bulman, Coombs and Ramphal shall jointly and severally be referred to as the " Management Team ").

RECITALS:

WHEREAS , the Corporation, pursuant to that Stock Purchase Agreement dated December ___, 2018 shall undertake a change of control;

WHEREAS , the Corporation seeks to retain the existing Management Team to guide and manage the day-to-day activities of the Corporation;

NOW, THEREFORE , in consideration of the foregoing and the mutual covenants and agreements contained herein, and intending to be legally bound hereby, the parties hereby agree as follows:

1.                  Management Services . The Corporation hereby engages the Management Team and the Management Team hereby accepts such engagement to diligently undertake the services set forth herein in accordance with the terms and conditions of this Agreement (the " Management Services "), which Management Services shall generally include, in accordance with directives of the Board of Directors of the Corporation, the following:

(a)               Leadership . Direct the day-to-day business activities of the Corporation. Formulate an annual business development plan and recommend budget and milestones for Board approval. Provide leadership in fulfillment of the organization's philosophy, mission, strategy and its financial performance and business objectives. Support operations and administration by communicating with Board members, coordinating Board and staff interactions, and managing personnel to their highest and best use.

(b)               Management . Additionally, the Management Team shall coordinate the performance of core functions in the organization such as: Accounting and Finance; IP Commercialization; Marketing Strategy, Branding and Channel Management; Quality Assurance and Compliance; HR and Employee Relations; Public and Investor Relations; Business Development; Operations and Manufacturing; Clinical and Regulatory; Legal and Accounting And Research & Development Activities.

2.                  Standard of Care . The Management Team hereby covenants with the Corporation to:

(a)               perform or take (or cause to be performed or taken) its functions, responsibilities and duties hereunder in a professional, competent and efficient manner;

(b)               carry out its duties as Management Team fairly, honestly, in good faith and in the best interests of the Corporation;

(c)               exercise the degree of care, diligence and skill that a reasonably prudent Management Team would exercise in comparable circumstances; and

(d)               perform the Management Services to the satisfaction of the Corporation and give the Corporation full and prompt cooperation in the performance of all aspects of the Management Services.

3.                  Consideration .

(a)               Employment Agreements . The Corporation shall enter into employment agreements with each of Bulman, Coombs and Ramphal in a form substantially similar to those set forth in Exhibit “A” (“ Exhibits A1, A2 and A3 ”) hereby referenced and made a part of this Agreement (“ Employment Agreements ”). Each of the Employment Agreements shall exist independently of this Agreement.

(b)               Liquidity Right . For purposes this Section 3, “Founders” means Bulman, Coombs and Ramphal, and any rights of “Founders” shall be exercised by consent of the Founders holding a majority of shares of the capital stock of the Corporation owned by the Founders collectively. Founders or their designees shall have the right to compel Generex to take reasonable actions to undertake, or assist Corporation in undertaking, the following transaction or liquidity event, approved by the Corporation’s Board and consented to by a majority of the Corporation’s shareholders voting by class (common and preferred):

(i)                        an initial public offering of Regentys Corporation common stock followed by listing on a recognized national exchange, provided Regentys had annual revenues in most recently completed fiscal year of $100 million or more OR

(ii)                        the purchase by a third party of substantially all of the stock or assets of the Corporation, or a merger or similar business combination with or by a third party, provided the valuation of the Corporation in such transaction is at least $300 million.

In the event Joseph Moscato is no longer CEO of Generex, the Founders shall have the right, exercisable by notice to Generex and the Corporation’s Board within three months after the last date that Joseph Moscato is CEO, to compel Generex to take such actions or assistance whether or not the Corporation has the revenues or the transaction would result in the valuation specified in subparagraphs (i) and (ii).

(c)               Alternative Liquidity Right . Beginning one year after the date of this Agreement, unless the Founders have exercised their right under Section 3(b) and the Corporation and Generex have commenced undertaking one of the transactions under Section 3(b), each Founder shall have the right to request that Generex assist such Founder with obtaining a loan from a third party lender secured by the Regentys stock owned by such Founder and/or the Generex stock issued to such Founder under a Generex stock plan as follows:

(i)                        As to the Generex stock, assuring the lender that upon any exercise of the lender’s rights with respect to the stock, the lender will be able to freely sell such stock in the public market, or, if not, that Generex will take all actions legally available to make such stock freely tradeable as soon as possible;

(ii)                        As to the Regentys Stock (A) Agree to purchase such Regentys stock from the lender if the lender exercises its right with respect to such stock or (B) issue Generex stock in exchange for such Regentys stock at an agreed upon exchange rate, and then take the actions set forth in (i), above.

4.                  Term and Termination .

(a)               Term . This Agreement shall commence as of the Effective Date and shall continue for an initial term of three (3) years (the " Term "). At the end of the initial Term, this Agreement shall be automatically renewed for successive one (1) year terms, unless terminated by either party upon thirty (30) days prior written notice.

(b)               Termination . This Agreement may be terminated at any time, upon the mutual written agreement of the parties hereto. In addition, either party may terminate this Agreement for cause in the event the other party materially breaches its duties and obligations under the terms of this Agreement or is in default of any of its obligations hereunder, which breach or default is incapable of cure, or if capable of being cured, has not been cured within thirty (30) days after receipt of written notice from the non-defaulting party or within such additional period of time as the non-defaulting party may authorize in writing. Notwithstanding the foregoing, unless or until each of the Employment Agreements is terminated, this Agreement shall remain in full force and effect.

5.                  Representations and Warranties .

(a)               Representations and Warranties of the Corporation . The Corporation hereby represents and warrants that:

(i)                        the Corporation has all requisite power and authority to enter into and perform its obligations under this Agreement;

(ii)                        the person signing this Agreement on behalf of the Corporation is duly authorized to execute and deliver this Agreement on the Corporation's behalf; and

(iii)                        this Agreement constitutes the legally binding obligation of the Corporation enforceable against it in accordance with its terms.

(b)               Representations and Warranties of the Management Team . The Management Team hereby represents and warrants that:

(i)                        the Management Team jointly and severally has all requisite power and authority to enter into and perform its obligations under this Agreement;

(ii)                        each person signing this Agreement is duly authorized to execute and deliver this Agreement on his behalf; and

(iii)                        this Agreement constitutes the legally binding obligation of each signatory of the Management Team and is collectively enforceable in accordance with its terms.

6.                  Confidentiality . The Management Team acknowledges and agrees that all documents, instruments, records, reports and information (regardless of how embodied) arising from or relating to the business as operated by the Corporation, which are received or developed by the Management Team during the term hereof (the " Confidential Information "), is highly confidential data with respect to the Corporation. Accordingly, the Management Team agrees that it shall not, at any time, during or after the expiration hereof, without the prior written consent of the Corporation, directly or indirectly disclose any Confidential Information to any other person or entity. Notwithstanding the foregoing, the parties agree that the Management Team is entitled at any time to disclose any of the Confidential Information to any persons or entities as may be required from time to time by applicable law (or court or administrative order).

7.                  Other Interests and Conflicts . Nothing in this Agreement is intended to preclude the Management Team from engaging in or possessing an interest in other business ventures of any nature or description, independently or with others, whether currently existing or hereafter created, including the acquisition, management, operation and sale of businesses similar to the business of the Corporation.

8.                  Notices . All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be deemed to have been given if sent by registered or certified mail, first class postage prepaid, return receipt requested, to the address of such parties set forth in the recitals or to such other future address as may be specified by any party by notice to all of the other parties. Such communications may also be given by personal delivery, by facsimile or by regular mail, but shall be effective only if and when actually received.

9.                  Dispute Resolution . In the event of any dispute, controversy or claim arising out of, or relating to, or in connection with, this Agreement or the breach, termination or invalidity thereof (“ Dispute ”), the parties shall first attempt a mediation at which time the principals and their advisors shall endeavor to remedy any purported deficiencies. Such mediation shall be conducted by a person mutually acceptable to the Corporation and Management Team and shall occur no later than ten (10) days after written notice from one party to the other(s).

10.              General Provisions .

(a)               Governing Law . This Agreement shall be interpreted and enforced in accordance with the laws of the State of Florida, without regard to conflicts of law principles. Any action to interpret or enforce this Agreement shall occur in a court of proper jurisdiction in Miami-Dade County, Florida.

(b)               Entire Agreement . This Agreement, and the Employment Agreements and the Stock Purchase Agreement and all of its exhibits, schedules and attachments, represents the entire agreement of the parties, and is intended as a complete and exclusive statement of the terms thereof. Any oral or written inducements, representations, warranties, agreements, or other communications made prior to the execution of this Agreement shall be void and ineffective for all purposes.

(c)               Severability . If any provision of this Agreement or the application thereof to any person or circumstances is held invalid, prohibited, or unenforceable for any reason, this Agreement shall be ineffective only to the extent of such invalidity, prohibition, or unenforceability, and the remaining provision shall continue to be given full force and effect.

(d)               Modification and Rescission . This Agreement may be modified or rescinded only by a writing signed by the parties making specific reference to this Agreement.

(e)               No Waiver . The failure of a party to insist upon strict performance of any term of this Agreement, or to exercise any power, right or option conferred herein, in any one or more instances, shall not be construed to be or constitute in fact a waiver or relinquishment of that party’s right to assert and enforce any such term, right, power, or option in any future instance.

(f)                Binding Effect . This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns.

(g)               Headings . All headings herein are inserted only for convenience and ease of reference and are not to be considered in the construction or interpretation of any provision of this Agreement.

(h)               Counterparts . This Agreement may be executed in a number of counterparts, each of which shall be deemed an original and all of which shall constitute one and the same agreement.

(i)                 Interpretation . The Corporation and Management Team and their legal counsel actively participated in the negotiation and drafting of this Agreement, and in the event of any ambiguity or mistake herein, this Agreement shall not be construed unfavorably toward a party on the ground that the party or its legal counsel was the drafter thereof.

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be signed by its duly authorized officer as of the date first written above.

Corporation

REGENTYS CORPORATION

By: ___________________

Name: _________________

Title: ________________

LIST OF EXHIBITS

EXHIBIT A-1 EMPLOYMENT AGREEMENT OF BULMAN

EXHIBIT A-2 EMPLOYMENT AGREEMENT OF COOMBS

EXHIBITA-3 EMPLOYMENT AGREEMENT OF RAMPHAL