STOCK PURCHASE AGREEMENT

THIS STOCK PURCHASE AGREEMENT (this “ Agreement ”), made effective January ___, 2019 (“ Effective Date ”), is entered into by and between OLAREGEN THERAPEUTIX INC. , a Delaware 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 Three Million Two Hundred Eighty-Two Thousand Six Hundred Thirty-Two (3,282,632) shares of common stock, constituting Fifty-One Percent (51%) of the issued and outstanding capital stock (on a fully diluted basis as described below) of the Corporation, at a purchase price of $3.65 per share 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, the Corporation and Purchaser are entering into a series of agreements of even date comprised of a Pledge and Security Agreement (the “ Pledge ”) and Secured Promissory Note (the “ Note ”) (the Pledge and the Note are referred herein as the “ Loan Documents ") pursuant to which the Purchaser has extended a loan to the Corporation, in the amount of Eleven Million Six Hundred Thousand Dollars ($11,600,000.00) (the “ Loan ”); and

WHEREAS , it is contemplated by the Loan Documents that the Purchaser purchase, and the Corporation issue and sell to the Purchaser, shares of common stock of the Corporation pursuant to the terms and conditions of this Agreement.

NOW, THEREFORE , in consideration of the mutual covenants, representations and warranties made herein and for 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 sell, transfer and deliver to Purchaser, and Purchaser shall purchase from Seller, Three Million Two Hundred Eighty-Two Thousand Six Hundred Thirty-Two (3,282,632) shares of common stock, constituting Fifty-One Percent (51%) of the issued and outstanding capital stock (on a fully diluted basis as described below) of the Corporation, at a purchase price of $3.65 per share (the “ Shares ”), free and clear of all liens and encumbrances for the Purchase Price set forth herein. The number of shares has been calculated on a fully diluted basis assuming conversion of the Corporation’s outstanding Series A Preferred Stock and issuance of Sixty Thousand (60,000) shares of common stock currently allocated for issuance to employees and consultants.

1.2              Authorization of the Shares . The Corporation shall adopt and file with the Secretary of State of the State of Delaware (as hereinafter defined) the Amended and Restated Certificate of Incorporation of the Corporation in the form attached hereto as Exhibit A (the “ Certificate of Incorporation ”).

1.3              Purchase Price . The aggregate purchase price for the Shares shall be Twelve Million Dollars ($12,000,000) (the “ Purchase Price ”), which is based on a purchase price of $3.65 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, in an amount of Four Hundred Thousand and 00/100 Dollars ($400,000.00), which sum Purchaser will credit toward the Purchase Price on the Closing Date (the “ Milestone Payment ”). At Closing, the Purchaser shall pay the balance of the Purchase Price to Seller upon the issuance, by Purchaser, of a promissory note (the “Note”), in favor of Seller, substantially in the form attached hereto as Exhibit B , in the principal amount of Eleven Million Six Hundred Thousand and 00/100 Dollars ($11,600,000), which shall (i) bear interest at the rate of seven percent (7%) per annum and (ii) be payable by the Purchaser to the Seller in five installments (the “ Incremental Payments ”) as follows:

Provided that each of the Incremental Payments is made when due, the price to be paid the Purchaser for each Share shall be $3.65 per share. In the event any Incremental Payment is not paid when due:

i. The Corporation, in its sole discretion, shall have the option to increase the per share price (and, therefore, the Purchase Price) for all remaining Shares from $3.65 per share to $4.00 per share.

ii. The Purchaser shall have a period of Thirty (30) calendar days following the date upon which any Incremental Payment (other than the Incremental Payment due on September 30, 2019) is due and payable to cure any default by making payment of such Incremental Payment in full, failing which the Corporation, in its sole discretion, shall be entitled to pursue alternative sources of capital without regard for any pre-emptive rights, rights of first refusal, or anti- protections otherwise available to the Purchaser.

iii. In the event the Purchaser fails to tender payment in full in respect of the Incremental Payment due on or before September 30, 2019, the Purchaser shall forfeit its right or entitlement to purchase the Shares subject of that allocation (amounting, in the aggregate, to 1,600,000 Shares), and the Corporation shall be entitled to “claw back” (or secure and obtain the return from the Purchaser of) Fifty Percent (50%) of any and all Shares theretofore acquired by the Purchaser (amounting, in the aggregate, to 800,000 Shares) as liquidated damages.

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 due and owing to it pursuant to the Note.

1.6         Closing . The closing of the transactions contemplated by this Agreement (the “ Closing ”) shall take place at the offices of the Corporation, 1001 Avenues of Americas, New York, New York 10018, 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 ”).

1.7         Delivery of Shares . Concurrently herewith, Seller shall deliver to Purchaser a stock certificate representing the Shares, together with an executed stock power, dated the date hereof, duly endorsed to Purchaser, transferring to Purchaser the Shares.

1.8         Limited Anti-Dilution Right . If at any time on or before August 1, 2019, the Corporation issues ant shares of capital stock, or any instruments convertible into or exercisable for capital stock, the Corporation shall issue to Purchaser, for no additional consideration, additional shares of common stock so that Purchaser maintains the same percentage interest (calculated to one tenth of a percent) of the outstanding capital stock as before such issuance. If at any time on or before the second anniversary of this Agreement, the Corporation issues (i) in excess of Sixty Thousand (60,000) shares of capital stock, or instruments convertible into or exercisable for such shares as incentives or compensation to employees, officers and consultants or (ii) any warrants exercisable for Series A Preferred Stock, the Corporation shall issue to Purchaser, for no additional consideration, additional shares of common stock so that Purchaser maintains the same percentage interest (calculated to one tenth of a percent) of the outstanding capital stock as before such issuance. The number of such additional shares shall be calculated assuming exercise or conversion of all instruments and warrants. This Section 1.8 shall not apply if Purchaser’s percentage ownership of the Corporation’s capital stock has been reduced below Fifty Percent (50%) other than due the Corporation’s breach of this Agreement, any other Agreement to which Purchaser is a party, or the Corporation’s Certificate of Incorporation, as it may be amended and/or restated from time to time.

Article II
representations and warranties of the CORPORATION

2.1              Organization, Qualification, and Corporate Power . Except as set forth in the Schedules attached (collectively, the “ Disclosure Schedules ”), the Corporation hereby represents and warrants to Purchaser as of the date hereof as follows:

(a)               The Corporation is a duly organized and validly existing corporation and is in good standing under the laws of the State of Delaware 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. The 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 the Corporation’s assets, business, prospects, liabilities, properties, financial condition, or results of operations taken as a whole (a “ Material Adverse Effect ”). The Corporation has all requisite corporate power and corporate authority to execute and deliver this Agreement, the Pledge, the Note, the Amended and Restated Investor Rights Agreement and any 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.

(a)               Non-Contravention . The execution and delivery by the Corporation of this Agreement and the Ancillary Agreements, the performance by the 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 the Corporation, (ii) the Articles, (iii) the Bylaws of the Corporation, or (iv) any provision of any mortgage, lease, indenture, agreement, or other instrument to which the 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 the 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              Authorization . This Agreement has been duly executed and delivered by the Corporation and constitutes a legal, valid, and binding obligation of the 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) to 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 legal, valid and binding obligations of the 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.

2.4              Capitalization of the Corporation .

(a)               The authorized capital stock of the Corporation consists of 12,000,000 shares, comprised of 10,000,000 shares of common stock (“ Common Stock ”) and 2,000,000 shares of Preferred Stock (the “ Preferred Stock ”). In addition, the Corporation has allocated 177,800 warrants to purchase shares of Series A Preferred Stock. The Corporation has allocated 60,000 shares for incentive compensation to employees and consultants. 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 the Corporation on a fully-diluted basis. The issued and outstanding shares of the Corporation’s capital stock are owned by the shareholders and in the numbers set forth on Schedule 2.4 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.

(b)               Except as set forth in the attached Schedule 2.4 of the Disclosure Schedules (i) no other person owns actually or beneficially any share(s) of the Corporation’s capital stock, (ii) any subscription, warrant, option, convertible security, or any right (contingent or other) to purchase or otherwise acquire from the Corporation (or, to the best of the Corporation’s knowledge, from any other person or entity) any authorized or outstanding equity securities of the Corporation and, (iii) there are no additional commitments by the Corporation to issue shares, subscriptions, warrants, options, convertible securities, or other such rights or to make any distribution or assignment of its indebtedness or assets to to holders of any of its equity securities.

(c)               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, as provided for in the Ancillary Agreements or pursuant to applicable federal and state securities laws.

(d)               Apart from the subject Agreement or any other agreement to which the Purchaser may be a party, and to the best of the 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 any other restrictions upon the transfer of the Corporation’s securities.

2.5              Financial Statements . The Corporation will provide to Purchaser true, complete and accurate copies of the Corporation’s unaudited financial statements consisting of the balance sheet of the Corporation, as at June 30, 2018, and any related statements of income and retained earnings, stockholders’ equity and cash flow (the “Financial Statements”). The Financial Statements are attached as Schedule 2.5 of the Disclosure Schedules and fairly represent the financial position of the Corporation; they also were prepared substantially in accordance with generally accepted accounting principles (“ GAAP ”) consistently applied.

2.6              No Undisclosed Liabilities . The Corporation 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 Financial Statements as of the date thereof , and (b) those which have been incurred in the ordinary course of business consistent with past practice since June 30, 2018, which are not, individually, or in the aggregate, material in amount.

2.7              Absence of Certain Changes, Events and Conditions . Since the date subject of the Financial Statements, and other than in the ordinary course of business consistent with past practice, or except as disclosed in Schedule 2.7 , there has not been, with respect to the 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 the Corporation, other than in connection with the transaction subject of this Agreement;

(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)               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 the Corporation is a party or by which it is bound;

(m)             material capital expenditures;

(n)               imposition of any Encumbrance upon any of the 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 Ten Thousand Dollars ($10,000.00), or (iii) action to accelerate the vesting or payment of any compensation or benefit for any employee, officer, director, independent contractor or consultant;

(p)               loan to (or forgiveness of any loan to), or entry into any other transaction with, any of the Corporation’s 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 the 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,

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

2.8              Title to Assets . The 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 the Corporation which forms a part of Schedule 2.8 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 the Corporation’s ownership or use of such property or assets set forth on Schedule 2.8 . The Corporation complies in all material respects with all leases concerning its operations, and all such leases are valid and subsisting and are in full force and effect.

2.9              Condition and Sufficiency of Assets . Except as set forth in Schedule 2.9 , the assets of the Corporation are maintained in good operating condition and repair, and are adequate for the uses to which they are being put and are sufficient for the continued conduct of the Corporation's business after the Closing in substantially the same manner as conducted prior to the Closing.

2.10          Litigation and Compliance with Law .

(a)               There is no (i) material action, suit, claim, proceeding, or investigation pending or, to the best of the Corporation’s knowledge, threatened against or affecting the 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 the Corporation pending under collective bargaining agreements or otherwise; or (iii) material governmental inquiry pending or, to the best of the Corporation’s knowledge, threatened against or affecting the Corporation (including, without limitation, any inquiry as to the qualification of the Corporation to hold or receive any license or permit), and, to the best of the Corporation’s knowledge, there is no reasonable basis for any of the foregoing. The Corporation is not in default with respect to any governmental order, writ, judgment, injunction, or decree known to or served upon the Corporation by 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 the Corporation pending or threatened against others.

(b)               The Corporation has complied in all respects with all laws, rules, regulations and orders applicable to its business, operations, properties, assets, products, and services, and the Corporation has or will acquire all necessary permits, licenses, and other authorizations required to conduct its 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) the Corporation is not engaged, nor, to the knowledge of the Corporation, has any officer, director, partner, employee, or agent of the 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) the 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 the 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 the 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 the Corporation from, or otherwise materially adversely affect the Corporation in, conducting its business in any jurisdiction in which it is now conducting business or in which it proposes to conduct business.

2.11          Proprietary Information of Third Parties . No third party has claimed or has reason to claim that any person employed by or affiliated with the 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 the Corporation which suggests that such a claim might be contemplated. To the best of the Corporation’s knowledge, no person employed by or affiliated with the 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 the Corporation’s knowledge, no person employed by or affiliated with the 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 the Corporation, and the Corporation has no reason to believe there will be any such employment or violation. To the best of the Corporation’s knowledge, neither the execution or delivery of this Agreement, nor the Ancillary Agreements, the other related agreements and documents executed in connection with the Closing hereunder, or the carrying on of the business of the Corporation as officers, employees, or agents by any officer, director or key employee of the Corporation, or the conduct or proposed conduct of the business of the 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.

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

2.13          Taxes . The 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. The Corporation knows of no additional assessments or adjustments pending or threatened against the Corporation for any period, nor of any basis for any such assessment or adjustment. The 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.

2.14          Material Agreements . Except for those material contracts set forth in Schedule 2.14 (the “ Material Agreements ”), the 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 the Corporation of any kind (contingent or otherwise). Except for the Material Agreements, as set forth in Schedule 2.14 , the Corporation is not a party to or otherwise bound by any written or oral:

2.15          Except as set forth in Schedule 2.15 , the 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 the Corporation is a party or by which it or its property may be bound. The Corporation has no present expectation or intention of not fully performing all its obligations under each such material lease, contract, or other agreement, and the Corporation has no knowledge of any breach or anticipated breach by the other party to any material contract or commitment to which the Corporation is a party. The Corporation is in full compliance with all of the terms and provisions of its Articles and Bylaws.

2.16          Intellectual Property Assets . Set forth in Schedule 2.16 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 on behalf of, owned by, or registered in the name of the Corporation, or of which the Corporation is a licensor or licensee or in which the Corporation has any right, title or interest. The 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 the Corporation’s knowledge, threatened to the effect that the operations of the Corporation infringe upon or conflict with the asserted rights of any other Person under any Intellectual Property, and, to the best of the Corporation’s knowledge, there is no basis for any such claim (whether or not pending or threatened). Except as disclosed in Schedule 2.16 , no claim is pending or, to the best of the Corporation’s knowledge, threatened to the effect that any such Intellectual Property owned or licensed by the Corporation, or which the Corporation otherwise has the right to use, is invalid or unenforceable by the Corporation, and, to the best of the Corporation’s knowledge, there is no basis for any such claim (whether or not pending or threatened). To the best of the Corporation’s knowledge, all material technical information developed by and belonging to the Corporation which has not been patented has been kept confidential. The 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 the Corporation. Except as set forth in Schedule 2.16 , the Corporation has no material obligation to compensate any Person for the use of any Intellectual Property nor has the Corporation granted to any Person any license or other rights to use in any manner any Intellectual Property of the Corporation.

2.17          Investments in Other Persons . The Corporation has not made any loan or advance to any Person which is outstanding on the date of this Agreement, nor does the Corporation own any capital stock or assets comprising the business of, obligations of, or any interest in, any Person except as disclosed in Schedule 2.17 .

2.18          Assumptions, Guaranties, etc. of Indebtedness of Other Persons . The 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.

2.19          Governmental Approvals . Apart from any regulatory approval which may be necessary or required in connection with the Corporation’s Intellectual Property, 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 the 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 the Corporation) in connection with the sale of the Shares.

2.20          Disclosure . The Corporation’s representations in this Agreement (including the Schedules 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.

2.21          Offering of the Shares . Neither the 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 the 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.

2.22          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 the Corporation for any commission, fee, or other compensation as a finder or broker arising out of the transactions contemplated by this Agreement.

2.23          Officers . The Corporation has made available a list of the names of the officers of the 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 the Corporation during the current fiscal year, not including bonuses or benefits which the Corporation is not obligated to pay. Except as disclosed on Schedule 2.23 , none of such persons has an employment agreement or understanding, whether oral or written, with the Corporation which is not terminable on notice by the Corporation without cost or other liability to the Corporation, including without limitation, any agreement with respect to the acceleration of vesting of any capital stock or options to acquire capital stock of the Corporation.

2.24          Transactions with Affiliates . There are no loans, leases, royalty agreements, or other continuing transactions between the 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. Only Series A investors have a royalty agreement.

2.25          Employees . Each of the former and current officers and employees of the Corporation has executed or will execute a corporate protection agreement, or similar agreement 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 the Corporation has advised the Corporation in writing that he intends to terminate employment with the Corporation. To the best of the Corporation’s knowledge, the 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 ”).

2.26          ERISA . No employee benefit plan established or maintained, or to which contributions have been made, by the 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 the Corporation.

2.27          Labor Relations . No labor union or any representative thereof has made any attempt to organize or represent employees of the 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 the Corporation.

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

2.29          Survival . All terms, provisions and covenants found in any employment agreement entered into by the Corporation with any officer of the Corporation, including, without limitation, Anthony Dolisi, as disclosed on Schedule 2.23 , shall survive the Closing of the transaction subject of this Agreement and shall remain in full force and effect.

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 the Purchaser of this Agreement and each of the Ancillary Documents to which it is a party have been duly authorized by all necessary action on the part of the 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 the 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 the Corporation’s Series A Preferred Stock (the “ Preferred A Holders ”) and the holders of the Corporation’s common stock shall have executed and delivered to and in favor of the Corporation and the Purchaser any and all consents to, and waivers in respect of, the Transaction, as mandated by the (i) Certificate of Incorporation (as amended and restated), (ii) the Series A Convertible Preferred Stock Purchase Agreement between the Corporation and the Preferred A Holders dated August 29, 2018 (the “ Preferred A SPA ”), and (iii) the August 29, 2018 Investor Rights Agreement between the Corporation, the Preferred A Holders, and the holders of the Corporation’s issued and outstanding common stock (the “Rights 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 Shares to the Purchaser, and (z) a waiver of the preemptive purchase rights set forth in the Rights Agreement.

4.4              Each of the Purchaser and the 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 the Purchaser and the 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 of the Corporation which were filed with the Secretary of State of the State of Delaware in substantially the same form as attached hereto as Exhibit A .

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

5.3              Share Certificate . A certificate evidencing Purchaser’s ownership of fifty one percent (51%) of the authorized and issued shares of the Corporation.

5.4              Investor Rights Agreement . A copy of the Amended and Restated Investor Rights Agreement of the Corporation, in the form attached hereto as Exhibit D (the “ Investor Rights Agreement ”), duly executed by Seller.

5.5              Consents . All material authorizations, consents, waivers and approvals required to be obtained from any governmental or regulatory authority and/or from contractual counter-parties of the Corporation in connection with the performance of this Agreement shall have been obtained.

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

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

5.7              Payment of Purchase Price . Purchaser shall have delivered to the 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.

5.8              Consents . All material authorizations, consents, waivers and approvals required to be obtained from any governmental or regulatory authority and/or from contractual counter-parties of the Purchaser in connection with the performance of this Agreement shall have been obtained.

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

Article VI
COVENANTS OF THE CORPORATION AND PURCHASER

6.1              Board Membership & Executive Management Participation . The Composition of the Corporation’s Board of Directors following Closing is set forth in Section 1.2 of the Investor Rights Agreement. It is further understood and agreed that Anthony Dolisi shall serve as an “observer” of the Purchaser’s Board of 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.

6.3              The parties acknowledge and agree that if Joseph Moscato ceases to be the President or Chief Executive Officer of the Purchaser, then the Corporation, in its sole discretion, has the right to decline to accept any Incremental Payments due and payable after the effective date of such cessation and thereafter decline to sell any further Shares to the Purchaser 

Article VII
COVENANTS OF THE CORPORATION

7.1              The Corporation covenants and agrees that so long as Purchaser owns any of the Shares:

(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)               Corporate Existence. The Corporation shall maintain its corporate existence, rights, and franchises in full force and effect.

(e)               Use of Proceeds . The Corporation shall use the proceeds from the sale of the Shares at the Closing for general working capital purposes. Notwithstanding the foregoing, the Milestone Payment shall be applied solely in support of the “soft” commercial launch of the Corporation product Excellagen® (the Corporation’s proprietary FDA-approved syringe-based flowable topical gel that promotes the healing process for the treatment of dermal wounds).

(f)                Intentionally left blank.

(g)               Required Insurance Coverage . The Corporation shall acquire and maintain insurance coverage as to its properties and business, insurance against such casualties and contingencies and of such types and in such amounts as is customary for companies similarly situated, of similar size, scope and financial condition, which insurance shall be deemed by the Corporation to be sufficient. If requested by Purchaser, the Corporation will add one designee as a notice party for any such policies and shall request that the issuer of such policies provide such designee with Ten (10) days’ notice before such policies are terminated (for failure to pay premiums or otherwise) or assigned or before any change is made in the beneficiary thereof. Within Thirty (30) days after the date of this Agreement, the Corporation will bind Directors and Officers liability with a carrier and in an amount reasonably satisfactory to the Designated Director and the Generex Director (as defined in the Amended and Restated Shareholder Agreement). In addition, the Corporation shall obtain corporation protection agreements from all future officers and key employees of, and consultants to, the Corporation. The Corporation shall also obtain a Confidentiality Agreement from all other future employees who will have access to confidential information of the Corporation upon their employment by the Corporation.

(h)               Compliance with Laws . The Corporation shall comply with all applicable laws, rules, regulations, and orders, noncompliance with which could materially adversely affect its business, prospects, financial condition, or results of operations.

(i)                 Keeping of Records and Books of Account . The Corporation shall keep adequate records and books of account, in which entries will be made in accordance with GAAP, reflecting all material financial transactions of the Corporation, and in which, for each fiscal year, all proper reserves for depreciation, depletion, obsolescence, amortization, taxes, bad debts, and other purposes in connection with its business shall be made.

(j)                 Change in Nature of Business . The Corporation shall not make any material change in the nature of its business without the approval of its Board of Directors.

(k)               Financial Statements of Corporation : The Corporation covenants and agrees to deliver to the Purchaser, within sixty (60) calendar days of the Closing Date (the “ Delivery Date ”) the financial statements of the 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 the Purchaser. In the event that the Financial Statements are not delivered to the Purchaser on or before the Delivery Date, the 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 the Corporation to the Purchaser.

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 the 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 Document; 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 Document; 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 Document.

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 ”).

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 final payment due under 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 the Investor, 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 September 13, 2018 (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; Venue . This Agreement shall be governed by the Laws of the State of New York without giving effect to any choice of law or conflict of law provision or rule. All Actions arising out of or relating to this Agreement shall be heard and determined in any state or federal court sitting in the State of New York, County of New York. Each of the parties to this Agreement irrevocably submits to the exclusive jurisdiction of the state courts of New York and to the jurisdiction of the United States District Court for the Southern District of New York for the purpose of any Action arising out of or relating to this Agreement.

9.8              Intentionally left blank

9.9              Entire Agreement . This Agreement, including the Exhibits, Schedules, and Ancillary Agreements annexed hereto, constitutes the sole and entire agreement of the parties with respect to the subject matter hereof. All Exhibits, Schedules and Ancillary Agreements annexed 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 the 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 corporation or partnership, joint venture, unincorporated organization, governmental authority or any agency or political subdivision thereof, or other entity.

SIGNATURE PAGE TO FOLLOW

IN WITNESS WHEREOF, the Corporation and Purchaser have 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 The Note

EXHIBIT C The Pledge

EXHIBIT D Amended and Restated Investor Rights Agreement

SCHEDULE 2.4 Capitalization

SCHEDULE 2.5 Financial Statements

SCHEDULE 2.7 Absence of Certain Changes, Events and Conditions

SCHEDULE 2.8 Title to Assets

SCHEDULE 2.9 Condition and Sufficiency of Assets

SCHEDULE 2.14 Material Agreements

SCHEDULE 2.15 No Defaults

SCHEDULE 2.16 Intellectual Property

SCHEDULE 2.17 Investments in Other Persons

SCHEDULE 2.23 Officers

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

U.S. $11,600,000 [Wilmington, Delaware]

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 OLAREGEN THERAPEUTIX INC. , a Delaware corporation with a business address located at 1001 Avenues of Americas, New York, New York 10018 (“ Lender " or “Corporation”) the sum of ELEVEN MILLION SIX HUNDRED THOUSAND DOLLARS (US $11,600,000) 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 seven percent (7.00%) 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) Eight Hundred Thousand Dollars ($800,000) payable upon the execution of a certain Stock Purchase Agreement, dated this same date hereof (the “Purchase Agreement”) ; (ii) Eight Hundred Thousand Dollars ($800,000) payable on or before January 31, 2019; (iii) Three Million Dollars ($3,000,000) payable on or before February 28, 2019; (iv) One Million Dollars ($1,000,000) payable on or before May 31, 2019; and, (v) Six Million Dollars ($6,000,000) payable on or before September 30, 2019 (the “Incremental Payments”), plus accrued interest then to date.

3.        Purpose of Loan . With this obligation Debtor is recognizing sums owed in connection with the purchase, from the Lender, of stock in the Corporation, as evidenced by the Purchase Agreement , pursuant to which Lender has sold to Debtor [3,200,000_____] shares of the Corporation’s issued and outstanding common stock (the “ 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 Shares, to be held by Debtor or its 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 its Agent , and (iii) take such other steps as Lender or Agent may, from time to time, reasonably request to (i) perfect Lender’s or Agent’s security interest or (ii) pledge the Collateral , including taking physical possession of share certificates pursuant to Article 8 of the Delaware UCC.

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 with 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 it in accordance with its terms. Debtor is the sole, direct, legal and beneficial owner of the entirety of the security interest granted to Lender or its Agent pursuant to this Note. It is understood and agreed that, until such time as the indebtedness subject of this Note has been paid in its entirety, Lender shall be entitled to nominate one individual to serve as an “observer” of the Debtor’s Board of Directors.

6.        Default . In the event any Incremental Payment (other than that due on or before September 30, 2019) is not paid when due, and said default is not cured within fifteen (15) days of the date upon which such Incremental Payment is due, the Lender, in its sole discretion, shall have the option to increase the amount due from Debtor in respect of such Payment, and any future Incremental Payment(s), by a factor of Seven Percent (7%), as provided for in Article 1 of the Purchase Agreement. In the event Debtor fails to tender payment in full to Lender in respect of the Incremental Payment due on or before September 30, 2019, Debtor shall forfeit its right to purchase the Shares subject of that allocation (amounting, in the aggregate, to 1,600,000 Shares), and Lender shall be entitled to “claw back” (or secure and obtain the return from Debtor) Fifty Percent (50%) of any and all Shares theretofore acquired by Debtor (amounting, in the aggregate, to 800,000 Shares) as liquidated damages. In that event, Debtor’s share certificate shall be returned by Debtor to Lender for reissuance, failing which Lender shall be entitled to automatically adjust Debtor’s ownership interest in the Shares 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 New York, 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/or assigns of Debtor. . All rights of Lender hereunder shall inure to the benefit of its successors and assigns.

12.        Assignment . Neither party may assign this Note 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 Debtor.

13.        Entire Agreement . This Note, together with the Purchase Agreement, 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 set forth herein. The Note shall not be changed orally, but only by writing signed by Debtor and Lender.

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 January __, 2019, at []

GENEREX BIOTECHNOLOGY CORPORATION (DEBTOR)

By: ____________________________

Name:_____________________________

Its: ____________________________

PLEDGE AND SECURITY AGREEMENT

CONFIDENTIAL DRAFT: FOR DISCUSSION PURPOSES ONLY

THIS PLEDGE AND SECURITY AGREEMENT (the “ Pledge ”), is made and entered into this ___ day of January 2019, (“ Effective Date ”) by and between GENEREX BIOTECHNOLOGY CORPORATION , A Delaware corporation (" Pledgor ") and OLAREGEN THERAPEUTIX INC., a Delaware 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 Olaregen Therapeutix Inc., a Delaware corporation, pursuant to the terms contained in that certain Stock Purchase Agreement, dated January __, 2019 made by and between the parties (“the Purchase Agreement”) pursuant to which Pledgor has sold to Pledgee [3,200,000] shares of Pledgor’s Common Stock (“Acquired Shares”); and,

WHEREAS , in conjunction with such purchase and consistent with the terms contained in the Purchase 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 , the continuing security interest in the Acquired Shares shall be evidenced by this Agreement. Capitalized terms used, but not defined, in this Agreement have the meanings set forth in the Purchase Agreement; and

WHEREAS , in order to secure the payment of the Note, Pledgor has agreed to pledge the Acquired 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 Acquired 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 Acquired 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 Acquired 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 Acquired Shares, (b) the Acquired 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 accordingly.

5.       During the term of this Agreement, Pledgor shall not take any action with respect to the Acquired Shares that is inconsistent with the provisions or purpose of this Agreement or that would adversely affect the rights of 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 for both in the Purchase Agreement and the Note.

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 or terminated by Pledgee within five (5) business days of Pledgor’s full payment of the Note. 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 either Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof or of any other right, power or privilege of either party 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 either party 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 INVESTOR RIGHTS AGREEMENT

THIS AMENDED and RESTATED INVESTOR RIGHTS AGREEMENT (this “ Agreement ”) is made and entered into as of this ____ day of January, 2019 by and among Olaregen Therapeutix Inc., a Delaware corporation (the “ Company ”), the holders of the Company’s Series A Preferred Stock, $0.001 par value per share (the “ Series A Preferred Stock ”), which are listed on Schedule A (the “ Investors ”), Generex Biotechnology Corporation (“ Generex ”) and the stockholders of the Company listed on Schedule B (the “ Key Holders ,” and collectively with the Investors and Generex, the “ Stockholders ”).

RECITALS

WHEREAS, the Investors purchased shares of Series A Preferred Stock pursuant to a Series A Stock Purchase Agreement, dated as of August 29. 2018 (the “ Purchase Agreement ”), and in connection therewith, the Investors, the Company and the key Holders entered into an Investor Rights Agreement dated August 29, 2018; and,

WHEREAS , Generex is purchasing shares of the Company’s Common Stock, pursuant to a Stock Purchase Agreement of even date (the “SPA”); and,

WHEREAS, the parties desire to provide the Investors and Generex with the respective right, among other rights, to designate or appoint members to the Company’s board of directors of the Company (the “ Board ”) in accordance with the terms of this Agreement; and,

WHEREAS, the Second Amended and Restated Certificate of Incorporation of the Company (the “ Restated Certificate ”) provides that (a) the holders of record of the shares of Series A Preferred Stock, exclusively and as a separate class, will be entitled to elect one director to the Board and (b) the holders of record of the shares of the Company’s common stock, $0.001 par value per share (“ Common Stock ”), exclusively and as a separate class, will be entitled to elect two directors to the Board; and,

WHEREAS , the Restated Certificate contains additional provisions respecting the rights and obligations of the Series A Preferred Stockholders; and

WHEREAS, to the extent that any rights in this Agreement require consent as set forth more fully in in Article Four, Part A, Section 5 of the Restated Certificate, such consent must be obtained prior to implementation of actions under this Agreement.

NOW, THEREFORE , the parties hereby agree as follows:

1.                  Voting Provisions Regarding the Board .

1.1              Size of the Board . Each Stockholder agrees to vote, or cause to be voted, all Shares (as defined below) owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as will be necessary to ensure that the size of the Board will be set and remain at up to 7 directors. For purposes of this Agreement, the term “ Shares ” will mean and include any securities of the Company the holders of which are entitled to vote for members of the Board, including all shares of Common Stock and Series A Preferred Stock, by whatever name called, now owned or subsequently acquired by a Stockholder, however acquired, whether through stock splits, stock dividends, reclassifications, recapitalizations, similar events or otherwise.

1.2              Board Composition . Each Stockholder agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as will be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, subject to Section 8 , the following persons will be elected to the Board:

(i) The President & Chief Executive Officer of the Company, who is currently Anthony Dolisi;

(ii) One appointee of the Company, who shall be chosen by the directors other than the directors described in Sections 1.2(iii) and 1.2(iv);

(iii) President & Chief Executive Officer of Generex, who is currently Joseph Moscato, for so long as Generex 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 the Company (the “ Generex Director ”) ;

(iv) One appointee of Generex, for so long as Generex is the is the registered and beneficial owner of not less than Twenty Percent (20%)

(v) one appointee of the Series A Preferred Stockholders (the “ Series A Preferred Director ”); and,

(vi) two (2) independent directors agreed upon by the Company and Generex, one of whom is currently _______.

It is further understood and agreed that Anthony Dolisi shall serve as an “observer” of the Purchaser’s Board of Directors.

To the extent that any of clauses (i)-(vi) above will not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms hereof will instead be voted upon by all the stockholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Certificate.

“ Person ” means an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity. “ Affiliate ” of a Person means any other Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such Person.

1.3              Failure to Designate a Board Member . In the absence of any designation from the Persons or groups with the right to designate a director as specified above, the director previously designated by them and then serving will be reelected if still eligible and willing to serve as provided herein and otherwise, such Board seat will remain vacant.

1.4              Removal of Board Members . Each Stockholder also agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as will be necessary to ensure that:

(a)               no director elected pursuant to Subsection 1.2 or 1.3 of this Agreement may be removed from office unless (i) such removal is directed or approved by the affirmative vote of the Person(s) or Stockholders entitled to designate or approve that director; or (ii) the Person(s) originally entitled to designate or approve such director pursuant to Subsection 1.2 is no longer so entitled to designate or approve such director;

(b)               any vacancies created by the resignation, removal or death of a director elected pursuant to Subsection 1.2 or 1.3 will be filled pursuant to the provisions of this Section 1 ; and

(c)               upon the request of any party entitled to designate a director as provided in Subsection 1.2(a) or 1.2(b) , respectively, to remove such director, such director will be removed.

All Stockholders agree to execute any written consents required to perform the obligations of this Section 1 , and the Company agrees at the request of any Person or group entitled to designate directors to call a special meeting of stockholders for the purpose of electing directors.

1.5              No Liability for Election of Recommended Directors . No Stockholder, nor any Affiliate of any Stockholder, will have any liability as a result of designating a Person for election as a director for any act or omission by such designated Person in his or her capacity as a director of the Company, nor will any Stockholder have any liability as a result of voting for any such designee in accordance with the provisions of this Agreement.

1.6              Compensation and Insurance . The Company shall reimburse members of the Board of Directors for the customary and reasonable expenses of attending the meetings of the Board. The Company shall offer Independent Directors compensation reasonable and customary in light of the Company’s size, complexity, stage of business and industry. Within thirty (30) days after the date of this Agreement, the Company will bind Directors and Officers liability with a carrier, in an amount reasonably satisfactory to the Series A Preferred Director and the Generex Director.

2.                  Vote to Increase Authorized Common Stock . Each Stockholder agrees to vote or cause to be voted all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as will be necessary to increase the number of authorized shares of Common Stock from time to time to ensure that there will be sufficient shares of Common Stock available for conversion of all of the shares of Series A Preferred Stock outstanding at any given time.

3.                  Market Stand-Off Agreement . Each Stockholder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the registration by the Company of shares of its Common Stock or any other equity securities under the Securities Act of 1933, as amended (the “ Securities Act ”) on a registration statement on Form S-1 or Form S-3 and ending on the date specified by the Company and the managing underwriter (such period not to exceed 180 days in the case of the IPO, or 90 days in the case of any registration other than the IPO, or, in either case, such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (x) the publication or other distribution of research reports, and (y) analyst recommendations and opinions, including the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), (a) lend; offer; pledge; sell; contract to sell; sell any option or contract to purchase; purchase any option or contract to sell; grant any option, right, or warrant to purchase; or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (whether such shares or any such securities are then owned by the Stockholder or are thereafter acquired) or (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Common Stock or other securities, in cash, or otherwise. The foregoing provisions of this Section 3 will not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, or the transfer of any shares to any trust for the direct or indirect benefit of the Stockholder or the immediate family of the Stockholder, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer will not involve a disposition for value, and will be applicable to the Stockholders only if all officers and directors are subject to the same restrictions. The underwriters in connection with such registration are intended third-party beneficiaries of this Section 3 and will have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Stockholder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Section 3 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters will apply pro rata to all Company Stockholders that are subject to such agreements, based on the number of shares subject to such agreements, except that, notwithstanding the foregoing, the Company and the underwriters may, in their sole discretion, waive or terminate these restrictions with respect to up to 5% of the shares of the Common Stock. The Company may impose stop-transfer instructions and may stamp each certificate with a legend consistent with the foregoing restriction until the end of such 180-day period.

4.                  Repurchase; Mandatory Repayment .

4.1              Series A Preferred Stock Repurchase . At any time and from time to time between the first anniversary of August 29, 2018, and the 30-month anniversary of August 29, 2018, the Company will have the option, but not the obligation, to repurchase at the Repurchase Price all or any portion of the Series A Preferred Stock up to the fewer of 177,805 or 30% of the Series A Preferred Stock then issued and outstanding by delivering written notice (the “ Repurchase Notice ”) to each Investor (the “ Repurchase Option ”). The Repurchase Notice will provide (i) that the Company is exercising its Repurchase Option; (ii) the number of shares of Series A Preferred Stock the Company is repurchasing, and (iii) the aggregate Repurchase Price to be paid for the Repurchased Shares. The Repurchase Notice will be accompanied by a check made out in the name of each holder, or other immediately available funds will be provided, for an amount equal to the Repurchase Price paid to such holder. Upon delivery of the Repurchase Notice and the Repurchase Price, the Repurchased Shares so repurchased and all rights and interests therein or relating thereto will be deemed cancelled and the Company will have the right to retain and transfer to its own name the Repurchased Shares. The Repurchase Option set forth in this Section may be assigned by the Company in whole or in part in its sole discretion. The Investors will surrender the certificates representing the Repurchased Shares. A new certificate representing the number of Series A Preferred Shares less the Repurchased Shares will be issued to the Investor thereof without cost to such holder within 3 business days after surrender of the certificate representing the Repurchased Shares. The Company will be required to redeem the Repurchased Shares from the holders of Series A Preferred Shares ratably in accordance with each holder’s percentage ownership of the Series A Preferred Stock. For purposes hereof, the “ Repurchase Price ” means $8.00 per share of Series A Preferred Stock, which will be subject to adjustment as provided herein.

4.2              No Rights after Repurchase . No Repurchased Share is entitled to any dividends declared after the date on which the Repurchase Price of such Repurchased Share is paid in full to the holder thereof, and, for purposes of clarity, unless and until the Repurchase Price has been actually paid for a Repurchased Share, the holder of such share of Series A Preferred Stock will maintain all voting rights with respect thereto. On the date the Repurchase Price is actually paid to the holder, all rights of the holder of such Repurchased Share will cease, and such Repurchased Share will no longer be deemed to be outstanding.

4.3              Repurchased or Otherwise Acquired Shares . Any shares of Series A Preferred Stock that are repurchased or otherwise acquired by the Company will be considered authorized but unissued shares.

4.4              Mandatory Repayment if No Repurchase . If the Company fails to exercise all or any portion of the Repurchase Option, the Investors holding at least a majority of the Series A Preferred Stock then issued and outstanding may elect, at their option, to require the Company to pay to the holders of Series A Preferred Stock $1,422,438.00, less any amount paid for the Repurchased Shares (the “ Mandatory Repayment Amount ”), by delivering written notice of such request to the Company. The Company will be required to pay the Mandatory Repayment Amount ratably to the holders of Series A Preferred Stock (including to the non-initiating holders pursuant to the immediately preceding sentence) in accordance with each holder’s percentage ownership of the Series A Preferred Stock.

5.                  Preemptive Rights .

5.1              Preemptive Rights . If, at any time and from time to time, the Company should desire to issue any shares of Common Stock, shares of Series A Preferred Stock or any other class of capital stock of the Company, whether or not now authorized, securities of any type that are convertible into shares of such capital stock or options, warrants, debt instruments or rights to acquire shares of such capital stock (“ New Securities ”), it will give Generex and each Investor (collectively, the “Rights Holders” ) the first right to purchase its “ Proportionate Portion ” of New Securities, determined by multiplying the total number of shares of New Securities available for purchase by a fraction, the numerator of which is the number of shares of Common Stock, including shares of Common Stock issuable upon conversion of the Series A Preferred Stock, held by such Rights Holder, and the denominator of which is the number of shares of Common Stock actually issued and outstanding plus the number of shares of Common Stock issuable on the exercise, conversion or exchange of all then-exerciseable warrants, options, subscriptions, or purchase rights with respect to shares of Common Stock and any securities convertible into or exchangeable for shares of Common Stock or any exerciseable warrants, options, subscriptions, or purchase rights with respect to such convertible securities (including the number of shares of Common Stock issuable on the conversion of the outstanding shares of Series A Preferred Stock) on the same terms as the Company is willing to sell such New Securities to any other person or entity. “New Securities” will not include: (A) securities offered to the public pursuant to a registration statement under the Securities Act; (B) Common Stock, options or other rights to acquire shares of Common Stock (as adjusted for stock dividends, splits, combinations and the like with respect to the Common Stock) (and the issuance of shares of Common Stock upon exercise thereof), issued pursuant to stock incentive plans or grants to officers, directors, employees and consultants approved by the Board; (C) the Series A Preferred Shares pursuant to the Purchase Agreement and shares of Series A Preferred Shares and Common Stock issuable upon conversion or as dividends of such Preferred Shares; (D) the common Stock issuable pursuant to the SPA , (E) Common Stock issued or issuable as a result of an adjustment pursuant to Section 4.3 of the Restated Certificate; and (F) Common Stock or securities convertible into or exercisable for Common Stock, if approved by the holder or holders of Generex and a majority of the shares of Series A Preferred Stock then outstanding, in each case as securities excluded from the conversion price adjustment provisions provided for herein.

5.2              Notice . Prior to any sale or issuance by the Company of any New Securities, the Company will notify each Rights Holder in writing of its intention to sell and issue such securities, setting forth the terms under which it proposes to make such sale (the “ Participation Notice ”). Within 10 business days after receipt of the Participation Notice (the “ Exercise Period ”), each Rights Holder will notify the Company whether such holder desires to exercise its option to purchase the Proportionate Portion (or any part thereof) of the New Securities so offered. Within 2 business days after the expiration of the Exercise Period, the Company will notify in writing each Rights Holder who elected to purchase its entire Proportionate Portion of the New Securities (each, an “ Electing Holder ”) of the aggregate number of offered New Securities that any of the Investors chose not to purchase (the “ Over-Allotment Notice ”). Each Electing Holder will have the option to purchase, on a pro rata basis (based on the Common Stock, including shares of Common Stock issuable upon conversion of the Series A Preferred Stock, held by all of the Electing Holders), its portion of the New Securities such other Rights Holders elected not to purchase (the “ Over-Allotment Option ”). Each Electing Holder will notify the Company within 5 business days after receipt of the Over-Allotment Notice (the “ Over-Allotment Period ”) whether such Electing Holder desires to exercise its Over-Allotment Option. In the event that the Electing Holders purchase all of the New Securities to be offered by the Company under the Participation Notice, then a closing of the sale and issuance of the New Securities to the Electing Holders will occur no later than the date set forth in the Participation Notice.

5.3              Sale of Shares . After the expiration of the Over-Allotment Period, the Company may, during a period of 90 days immediately following the end of the Over-Allotment Period, sell and issue any New Securities not purchased pursuant to this Section to another person or entity, upon the same terms and conditions as those set forth in the Participation Notice. In the event the Company has not sold the New Securities within said 90-day period, the Company will not thereafter issue or sell any New Securities without first offering such securities to the Investors in the manner provided above.

6.                  Confidentiality . Each Rights Holder agrees that such Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement and the Purchase Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Section 6 by such Investor), (b) is or has been independently developed or conceived by such Investor without use of the Company’s confidential information, (c) is or has been made known or disclosed to such Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; or (d) is required to be disclosed by Generex pursuant to its reporting obligations under applicable securities law. provided , however , that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; or (ii) as may otherwise be required by law, regulation, rule, court order or subpoena, provided that such Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure.

7.                  Remedies .

7.1              Irrevocable Proxy and Power of Attorney . Each party to this Agreement hereby constitutes and appoints as the proxies of the party and hereby grants a power of attorney to the President of the Company with respect to the matters set forth herein, including, without limitation, votes to increase authorized shares pursuant to Section 2 hereof, and hereby authorizes the President to represent and vote, if and only if the party (i) fails to vote, or (ii) attempts to vote (whether by proxy, in person or by written consent) in a manner that is inconsistent with the terms of this Agreement, all of such party’s Shares in favor of the election of persons as members of the Board determined pursuant to and in accordance with the terms and provisions of this Agreement or the increase of authorized shares pursuant to and in accordance with the terms and provisions of Section 2 of this Agreement or to take any action reasonably necessary to effect Sections 2 of this Agreement. Each of the proxy and power of attorney granted pursuant to this Subsection 7.2 is given in consideration of the agreements and covenants of the Company and the parties in connection with the transactions contemplated by this Agreement and, as such, each is coupled with an interest and will be irrevocable unless and until this Agreement terminates or expires pursuant to Section 9 hereof. Each party hereto hereby revokes any and all previous proxies or powers of attorney with respect to the Shares and will not hereafter, unless and until this Agreement terminates or expires pursuant to Section 9 hereof, purport to grant any other proxy or power of attorney with respect to any of the Shares, deposit any of the Shares into a voting trust or enter into any agreement (other than this Agreement), arrangement or understanding with any person, directly or indirectly, to vote, grant any proxy or give instructions with respect to the voting of any of the Shares, in each case, with respect to any of the matters set forth herein.

7.2              Specific Enforcement . Each party acknowledges and agrees that each party hereto will be irreparably damaged in the event any of the provisions of this Agreement are not performed by the parties in accordance with their specific terms or are otherwise breached. Accordingly, it is agreed that each of the Company and the Stockholders will be entitled to an injunction to prevent breaches of this Agreement, and to specific enforcement of this Agreement and its terms and provisions in any action instituted in any court of the United States or any state having subject matter jurisdiction.

7.3              Remedies Cumulative . All remedies, either under this Agreement or by law or otherwise afforded to any party, will be cumulative and not alternative.

(b)               “ Disqualified Designee ” means any director designee to whom any Disqualification Event is applicable, except for a Disqualification Event as to which Rule 506(d)(2)(ii) or (iii) or (d)(3) is applicable.

(c)               “ Disqualification Event ” means a “bad actor” disqualifying event described in Rule 506(d)(1)(i)-(viii) promulgated under the Securities Act.

(d)               “ Rule 506(d) Related Party ” means, with respect to any Person, any other Person that is a beneficial owner of such first Person’s securities for purposes of Rule 506(d) under the Securities Act. 

8.2              Representations . Each Person with the right to designate or participate in the designation of a director pursuant to this Agreement hereby represents that (i) such Person has exercised reasonable care to determine whether any Disqualification Event is applicable to such Person, any director designee designated by such Person pursuant to this Agreement or any of such Person’s Rule 506(d) Related Parties, except, if applicable, for a Disqualification Event as to which Rule 506(d)(2)(ii) or (iii) or (d)(3) is applicable and (ii) no Disqualification Event is applicable to such Person or, to such Person’s knowledge, any Board member designated by such Person pursuant to this Agreement or any of such Person’s Rule 506(d) Related Parties, except, if applicable, for a Disqualification Event as to which Rule 506(d)(2)(ii) or (iii) or (d)(3) is applicable.

8.3              Covenants . Each Person with the right to designate or participate in the designation of a director pursuant to this Agreement covenants and agrees (i) not to designate or participate in the designation of any director designee who, to such Person’s knowledge, is a Disqualified Designee, (ii) to exercise reasonable care to determine whether any director designee designated by such person is a Disqualified Designee, (iii) that in the event such Person becomes aware that any individual previously designated by any such Person is or has become a Disqualified Designee, such Person will as promptly as practicable take such actions as are necessary to remove such Disqualified Designee from the Board and designate a replacement designee who is not a Disqualified Designee, and (iv) to notify the Company promptly in writing in the event a Disqualification Event becomes applicable to such Person or any of its Rule 506(d) Related Parties, or, to such Person’s knowledge, to such Person’s initial designee named in Section 1 , except, if applicable, for a Disqualification Event as to which Rule 506(d)(2)(ii) or (iii) or (d)(3) is applicable.

9.                  Term . This Agreement will be effective as of the date hereof and will continue in effect until and will terminate upon the earliest to occur of (a) the consummation of the Company’s first underwritten public offering of its Common Stock (other than a registration statement relating either to the sale of securities to employees of the Company pursuant to its stock option, stock purchase or similar plan or an SEC Rule 145 transaction); (b) the consummation of a Fundamental Change of the Company; and (c) termination of this Agreement in accordance with Subsection 10.8 below.

10.              Drag Along Rights

10.1          Definitions . A “ Sale of the Company ” shall mean either: (a) a transaction or series of related transactions in which a Person, or a group of related Persons, acquires from Stockholders shares of the Company’s capital stock representing more than fifty percent (50%) of the outstanding voting power of the Company (a “ Stock Sale ”); or (b) a transaction that qualifies as a “ Fundamental Change ” as defined in the Restated Certificate. .

10.2          Actions to be Taken . In the event that (i) Generex and the holders of at least fifty percent (50%) of the outstanding Series A Preferred Shares (collectively, the “ Selling Investors ”) and (ii) the Board approve a Sale of the Company in writing, specifying that this Section 10 shall apply to such transaction, then each Stockholder and the Company hereby agree:

(a)               if such transaction requires stockholder approval, with respect to shares of the Company’s capital stock that such Stockholder owns or over which such Stockholder otherwise exercises voting power, to vote (in person, by proxy or by action by written consent, as applicable) all shares in favor of, and adopt, such Sale of the Company (together with any related amendment to the Certificate required in order to implement such Sale of the Company) and to vote in opposition to any and all other proposals that could reasonably be expected to delay or impair the ability of the Company to consummate such Sale of the Company;

(b)               if such transaction is a Stock Sale, to sell the same proportion of shares of capital stock beneficially held by such Stockholder as is being sold by the Selling Investors to the Person to whom the Selling Investors propose to sell their shares, and, except as permitted in Subsection 10.3 below, on the same terms and conditions as the Selling Investors;

(c)               to execute and deliver all related documentation and take such other action in support of the Sale of the Company as shall reasonably be requested by the Company or the Selling Investors in order to carry out the terms and provision of this Section 10 , including, without limitation, executing and delivering instruments of conveyance and transfer, and any purchase agreement, merger agreement, indemnity agreement, escrow agreement, consent, waiver, governmental filing, share certificates duly endorsed for transfer (free and clear of impermissible liens, claims and encumbrances), and any similar or related documents

(d)               not to deposit, and to cause their Affiliates not to deposit, except as provided in this Agreement, any shares of the Company owned by such party or Affiliate in a voting trust or subject any shares to any arrangement or agreement with respect to the voting of such shares, unless specifically requested to do so by the acquiror in connection with the Sale of the Company;

(e)               to refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to such Sale of the Company;

(f)                if the consideration to be paid in exchange for the shares pursuant to this Section 10 includes any securities and due receipt thereof by any Stockholder would require under applicable law (x) the registration or qualification of such securities or of any person as a broker or dealer or agent with respect to such securities; or (y) the provision to any Stockholder of any information other than such information as a prudent issuer would generally furnish in an offering made solely to “accredited investors” as defined in Regulation D promulgated under the Securities Act, the Company may cause to be paid to any such Stockholder in lieu thereof, against surrender of the shares which would have otherwise been sold by such Stockholder, an amount in cash equal to the fair value (as determined in good faith by the Company) of the securities which such Stockholder would otherwise receive as of the date of the issuance of such securities in exchange for the shares; and

(g)               in the event that the Selling Investors, in connection with such Sale of the Company, appoint a stockholder representative (the “ Stockholder Representative ”) with respect to matters affecting the Stockholders under the applicable definitive transaction agreements following consummation of such Sale of the Company, (x) to consent to (i) the appointment of such Stockholder Representative, (ii) the establishment of any applicable escrow, holdback, expense or similar fund in connection with any indemnification or similar obligations, and (iii) the payment of such Stockholder ‘s pro rata portion (from the applicable escrow, holdback or expense fund or otherwise from the proceeds of the Sale of the Company) of any and all reasonable fees and expenses to such Stockholder Representative in connection with such Stockholder Representative’s services and duties in connection with such Sale of the Company and its related service as the representative of the Members, and (y) not to assert any claim or commence any suit against the Stockholder Representative or any other Stockholder with respect to any action or inaction taken or failed to be taken by the Stockholder Representative in connection with its service as the Stockholder Representative, absent fraud or willful misconduct.

10.3          Exceptions . Notwithstanding the foregoing, a Member will not be required to comply with Subsection 10 above in connection with any proposed Sale of the Company (the “ Proposed Sale ”), unless:

(a)               any representations and warranties to be made by such Stockholder in connection with the Proposed Sale are limited to customary representations and warranties related to authority, ownership and the ability to convey title to such Stockholder’s shares, including, but not limited to, customary representations and warranties that (i) the Stockholder holds all right, title and interest in and to the shares such Stockholder purports to hold, free and clear of all liens and encumbrances, (ii) the obligations of the Member in connection with the transaction have been duly authorized, if applicable, (iii) the documents to be entered into by the Stockholder have been duly executed by the Stockholder and delivered to the acquirer and are enforceable against the Stockholder in accordance with their respective terms; and (iv) neither the execution and delivery of documents to be entered into in connection with the transaction, nor the performance of the Stockholder obligations thereunder, will cause a breach or violation of the terms of any agreement, law or judgment, order or decree of any court or governmental agency applicable to such Stockholder;

(b)               the Stockholder shall not be liable for the inaccuracy of any representation or warranty made by any other Person in connection with the Proposed Sale or the noncompliance by any other Person with any covenant or agreement in connection with the Proposed Sale, other than the Company (except to the extent that funds may be paid out of an escrow or holdback established to cover breach of representations, warranties and covenants of the Company as well as breach by any member of any of identical representations, warranties and covenants provided by all Stockholders)

(c)               the liability for indemnification, if any, of such Stockholder in the Proposed Sale and for the inaccuracy of any representations and warranties made by the Company or its Stockholders in connection with such Proposed Sale, is several and not joint with any other Person (except to the extent that funds may be paid out of an escrow or holdback established to cover breach of representations, warranties and covenants of the Company as well as breach by any Stockholder of any of identical representations, warranties and covenants provided by all members), is pro rata in proportion to, and does not exceed, in the aggregate for all indemnification claims, the amount of consideration paid to such Stockholder in connection with such Proposed Sale

11.              IPO . Upon the earlier of (i) the second anniversary of the Closing Date, and (ii) the date upon which audited financial statements disclose Company EBITDA of not less than Ten Million Dollars ($10,000,000.00) for the 12-month period ending on the date of such financial statements, the Company shall have the absolute right to file a registration statement with the Securities and Exchange Commission for an initial public offering of its common stock and list its common shares of stock on a national stock exchange in the United States (an “Exchange Listing”). Should that occur, the Company shall have the option to acquire the Shares of common stock purchased by Generex pursuant to the SPA (and any shares issued as dividends on or upon recapitalization of such Common Stock) (the “ Purchased Shares ”) on the following terms and conditions:

11.1          At any time during the period commencing thirty (30) trading days after the effective date of the Exchange Listing and ending ninety (90) trading days after such effective date, the Company, upon written notice to the Generex, may elect to purchase up to thirty-five percent (35%) of the Purchased Shares of which the Purchaser is the registered and beneficial owner as at the date of receipt of such notice.

11.2          The per-share purchase price in respect of any Purchased Shares purchased by the Company pursuant to sub-paragraph (a) above will be equal to the VWAY of the Company’s common shares for the thirty (30) trading days following the effective date of the Exchange Listing. For purposes of this Agreement, “VWAP” means, for any date, the daily volume weighted average price for such date (or the nearest preceding date) of the relevant securities on the trading market where such securities are then listed or quoted as reported by Bloomberg L.P. (based on a trading day from 9 a.m. New York City time to 4:02 p.m. New York City time.

(a)               Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of Series A Preferred Stock after the date hereof, as a condition to the issuance of such shares the Company will require that any purchaser of such shares become a party to this Agreement by executing and delivering (i) the Adoption Agreement attached to this Agreement as Exhibit A , or (ii) a counterpart signature page hereto agreeing to be bound by and subject to the terms of this Agreement as an Investor and Stockholder hereunder. In either event, each such person will thereafter be deemed an Investor and Stockholder for all purposes under this Agreement.

(b)               In the event that after the date of this Agreement, the Company enters into an agreement with any Person to issue shares of capital stock to such Person (other than to a purchaser of Series A Preferred Stock described in Subsection 10.1(a) above), following which such Person will then hold outstanding capital stock of the Company, then, the Company will cause such Person, as a condition precedent to entering into such agreement, to become a party to this Agreement by executing an Adoption Agreement in the form attached hereto as Exhibit A , agreeing to be bound by and subject to the terms of this Agreement as a Stockholder and thereafter such person will be deemed a Stockholder for all purposes under this Agreement.

12.2          Transfers . Each transferee or assignee of any Shares subject to this Agreement will continue to be subject to the terms hereof, and, as a condition precedent to the Company’s recognition of such transfer, each transferee or assignee will agree in writing to be subject to each of the terms of this Agreement by executing and delivering an Adoption Agreement substantially in the form attached hereto as Exhibit A . Upon the execution and delivery of an Adoption Agreement by any transferee, such transferee will be deemed to be a party hereto as if such transferee were the transferor and such transferee’s signature appeared on the signature pages of this Agreement and will be deemed to be an Investor and Stockholder, or Key Holder and Stockholder, as applicable. The Company will not permit the transfer of the Shares subject to this Agreement on its books or issue a new certificate representing any such Shares unless and until such transferee will have complied with the terms of this Subsection 10.2 . Each certificate, instrument, or book entry representing the Shares subject to this Agreement if issued on or after the date of this Agreement will be notated by the Company with the legend set forth in Subsection 10.12 .

12.3          Successors and Assigns . The terms and conditions of this Agreement will inure to the benefit of and be binding upon the respective successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

12.4          Governing Law; Jurisdiction and Venue . This Agreement shall be governed by the Laws of the State of New York without giving effect to any choice of law or conflict of law provision or rule. All Actions arising out of or relating to this Agreement shall be heard and determined in any state or federal court sitting in the State of New York, County of New York. Each of the parties to this Agreement irrevocably submits to the exclusive jurisdiction of the state courts of New York and to the jurisdiction of the United States District Court for the Southern District of New York for the purpose of any Action arising out of or relating to this Agreement. .

12.5          Counterparts . This Agreement may be executed in 2 or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail or other transmission method and any counterpart so delivered will be deemed to have been duly and validly delivered and be valid and effective for all purposes.

12.6          Titles and Subtitles . The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

12.7          Notices .

(a)               All notices and other communications given or made pursuant to this Agreement will be in writing and will be deemed effectively given upon the earlier of actual receipt or (i) personal delivery to the party to be notified, (ii) when sent, if sent by electronic mail during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient’s next business day, (iii) 3 business days after the business day of deposit with a nationally recognized overnight courier, freight prepaid, specifying next business day delivery, with written verification of receipt. All communications will be sent to the respective parties at their address as set forth on Schedule A or Schedule B hereto, or to such email address or address as subsequently modified by written notice given in accordance with this Subsection 10.7 . If notice is given to the Company, copies will be sent to:

(b)               Consent to Electronic Notice . Each Investor and Key Holder consents to the delivery of any stockholder notice pursuant to the Delaware General Corporation Law (the “ DGCL ”), as amended or superseded from time to time, by electronic transmission pursuant to Section 232 of the DGCL (or any successor thereto) at the electronic mail address set forth below such Investor’s or Key Holder’s name on the Schedules hereto, as updated from time to time by notice to the Company, or as on the books of the Company. Each Investor and Key Holder agrees to promptly notify the Company of any change in its electronic mail address, and that failure to do so will not affect the foregoing.

12.8          Consent Required to Amend, Modify, Terminate or Waive . This Agreement may be amended, modified or terminated (other than pursuant to Section 9 ) and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company, (b) the Key Holders holding a majority of the Shares then held by the Key Holders then providing services to the Company as officers, employees or consultants, (c) the holders of at least two-thirds (2/3) of the shares of Common Stock issued or issuable upon conversion of the shares of Series A Preferred Stock held by the Investors, voting together as a single class, (d) the holders of at least Fifty Percent (50%) of the Series A Preferred Stock, and (e) Generex. Notwithstanding the foregoing:

(a)               this Agreement may not be amended, modified or terminated and the observance of any term of this Agreement may not be waived with respect to any Investor or Key Holder without the written consent of such Investor or Key Holder unless such amendment, modification, termination or waiver applies to all Investors or Key Holders, as the case may be, in the same fashion; and

(b)               the provisions of Subsection 1.2(a) and this Subsection 10.8 may not be amended, modified, terminated or waived without the written consent of the Company;

(c)               the consent of the Key Holders will not be required for any amendment, modification, termination or waiver if such amendment, modification, termination, or waiver either (A) is not directly applicable to the rights of the Key Holders hereunder; or (B) does not adversely affect the rights of the Key Holders in a manner that is different than the effect on the rights of the other parties hereto;

(d)               Schedule A hereto may be amended by the Company from time to time to add information regarding additional Purchasers (as defined in the Purchase Agreement) without the consent of the other parties hereto; and

(e)               any provision hereof may be waived by the waiving party on such party’s own behalf, without the consent of any other party.

The Company will give prompt written notice of any amendment, modification, termination, or waiver hereunder to any party that did not consent in writing thereto. Any amendment, modification, termination, or waiver effected in accordance with this Subsection 10.8 will be binding on each party and all of such party’s successors and permitted assigns, whether or not any such party, successor or assignee entered into or approved such amendment, modification, termination or waiver. For purposes of this Subsection 10.8 , the requirement of a written instrument may be satisfied in the form of an action by written consent of the Stockholders circulated by the Company and executed by the Stockholder parties specified, whether or not such action by written consent makes explicit reference to the terms of this Agreement.

12.9          Delays or Omissions . No delay or omission to exercise any right, power or remedy accruing to any party under this Agreement, upon any breach or default of any other party under this Agreement, will impair any such right, power or remedy of such non-breaching or non-defaulting party nor will it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor will any waiver of any single breach or default be deemed a waiver of any other breach or default previously or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement, must be in writing and will be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement or by law or otherwise afforded to any party, will be cumulative and not alternative.

12.10      Severability . The invalidity or unenforceability of any provision hereof will in no way affect the validity or enforceability of any other provision.

12.11      Entire Agreement . This Agreement (including the Schedules and Exhibits hereto) constitutes the full and entire understanding and agreement between the parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the parties is expressly canceled.

12.12      Share Certificate Legend . Each certificate, instrument, or book entry representing any Shares issued after the date hereof will be notated by the Company with a legend reading substantially as follows:

“THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO TRANSFER OF THE SHARES MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.”

“The SALE, PLEDGE, HYPOTHECATION, OR TRANSFER OF THE SHARES REPRESENTED HEREBY IS SUBJECT TO, AND IN CERTAIN CASES PROHIBITED BY, THE TERMS AND CONDITIONS OF AN INVESTOR RIGHTS agreement, AS MAY BE AMENDED FROM TIME TO TIME, BY AND AMONG THE STOCKHOLDER, THE COMPANY AND CERTAIN OTHER HOLDERS OF STOCK OF THE COMPANY. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY. BY ACCEPTING ANY INTEREST IN SUCH SHARES, THE PERSON ACCEPTING SUCH INTEREST WILL BE DEEMED TO AGREE TO, AND WILL BECOME BOUND BY, ALL THE PROVISIONS OF THE AFOREREFERENCED AGREEMENT INCLUDING CERTAIN RESTRICTIONS ON TRANSFER AND OWNERSHIP SET FORTH THEREIN.”

The Company, by its execution of this Agreement, agrees that it will cause the certificates, instruments, or book entry evidencing the Shares issued after the date hereof to be notated with the legend required by this Subsection 10.12 of this Agreement, and it will supply, free of charge, a copy of this Agreement to any holder of such Shares upon written request from such holder to the Company at its principal office. The parties to this Agreement do hereby agree that the failure to cause the certificates, instruments, or book entry evidencing the Shares to be notated with the legend required by this Subsection 10.12 herein and/or the failure of the Company to supply, free of charge, a copy of this Agreement as provided hereunder will not affect the validity or enforcement of this Agreement.

12.13      Stock Splits, Stock Dividends, etc . In the event of any issuance of Shares or the voting securities of the Company hereafter to any of the Stockholders (including in connection with any stock split, stock dividend, recapitalization, reorganization, or the like), such Shares will become subject to this Agreement and will be notated with the legend set forth in Subsection 10.12 .

12.14      Manner of Voting . The voting of Shares pursuant to this Agreement may be effected in person, by proxy, by written consent or in any other manner permitted by applicable law. For the avoidance of doubt, voting of the Shares pursuant to the Agreement need not make explicit reference to the terms of this Agreement.

12.15      Further Assurances . At any time or from time to time after the date hereof, the parties agree to cooperate with each other, and at the request of any other party, to execute and deliver any further instruments or documents and to take all such further action as the other party may reasonably request in order to carry out the intent of the parties hereunder.

12.16      Waiver of Jury Trial . EACH PARTY HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT, THE SHARES OR THE SUBJECT MATTER HEREOF. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING CONTRACT CLAIMS, TORT CLAIMS (INCLUDING NEGLIGENCE), BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS SECTION HAS BEEN FULLY DISCUSSED BY EACH OF THE PARTIES HERETO AND THESE PROVISIONS WILL NOT BE SUBJECT TO ANY EXCEPTIONS. EACH PARTY HERETO HEREBY FURTHER WARRANTS AND REPRESENTS THAT SUCH PARTY HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT SUCH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.

12.17      Costs of Enforcement . If any party to this Agreement seeks to enforce its rights under this Agreement by legal proceedings, the non-prevailing party will pay all costs and expenses incurred by the prevailing party, including all reasonable attorneys’ fees.

12.18      Aggregation of Stock . All Shares held or acquired by a Stockholder and/or its Affiliates will be aggregated together for the purpose of determining the availability of any rights under this Agreement, and such Affiliated persons may apportion such rights as among themselves in any manner they deem appropriate

12.19      Special Covenant . The Company and Generex will negotiate in good faith to enter into a formal license and distribution agreement within 30 days after the date of this Agreement, to provide Generex the non-exclusive right to distribute the Company’s products in the United States via Generex’s direct-to-patient and management services organizations at contracted prices equal to one percent (1%) above the applicable Federal Government Prices..

Remainder of Page Intentionally Left Blank; Signature Page follows.]

IN WITNESS WHEREOF, the parties have executed this Investor Rights Agreement as of the date first written above.

Company Signature Page to Investor Rights Agreement

IN WITNESS WHEREOF, the parties have executed this Amended and Restated Investor Rights Agreement as of the date first written above.

INDIVIDUAL KEY HOLDERS:

Signature:

Name:

ENTITY KEY HOLDERS:

Entity Name:

By

Name:

Title:

Key Holder Signature Page to Amended and Restated Investor Rights Agreement

WITNESS WHEREOF, the parties have executed this Amended and Restated Investor Rights Agreement as of the date first written above.

Investor Signature Page to Amended and Restated Investor Rights Agreement

WITNESS WHEREOF, the parties have executed this Amended and Restated Investor Rights Agreement as of the date first written above.

SCHEDULE A

INVESTORS

Creek Mountain Partners, LLC (757) 894-4329 matthewsrf@gmail.com

c/o Medcatalyst, LLC

PO Box 1445

Exmore, VA 23350

EXHIBIT A

ADOPTION AGREEMENT

This Adoption Agreement (“ Adoption Agreement ”) is executed on ___________________, 20__, by the undersigned (the “ Holder ”) pursuant to the terms of that certain Investor Rights Agreement dated as of August 29, 2018 (the “ Agreement ”), by and among Olaregen Therapeutix Inc. (the “ Company ”) and certain of its Stockholders, as such Agreement may be amended hereafter. Capitalized terms used but not defined in this Adoption Agreement will have the respective meanings ascribed to such terms in the Agreement. By the execution of this Adoption Agreement, the Holder agrees as follows.

1.1        Acknowledgement . Holder acknowledges that Holder is acquiring certain shares of the capital stock of the Company (the “ Stock ”) for one of the following reasons (Check the correct box):

1.2        Agreement . Holder hereby (a) agrees that the Stock and any other shares of capital stock or securities required by the Agreement to be bound thereby, will be bound by and subject to the terms of the Agreement and (b) adopts the Agreement with the same force and effect as if Holder were originally a party thereto.

1.3        Notice . Any notice required or permitted by the Agreement will be given to Holder at the address listed below Holder’s signature hereto.

HOLDER: ACCEPTED AND AGREED:

By: OLAREGEN THERAPEUTIX INC.

Name and Title of Signatory

Address: By:

Title:        

Email Address: