Common use of Limited Ownership Clause in Contracts

Limited Ownership. The purchase by such Purchaser of the Securities issuable to it upon the closing under this Amendment (including the Underlying Shares then immediately issuable in respect of such Securities) will not result in such Purchaser (individually or together with any other Person with whom such Purchaser has identified, or will have identified, itself as part of a “group” in a public filing made with the Commission involving Generex’s securities) acquiring, or obtaining the right to acquire, in excess of 19.999% of the Common Stock or the voting power of Generex on a post transaction basis that assumes that the closing shall have occurred. Such Purchaser does not presently intend to, alone or together with others, make a public filing with the Commission to disclose that it has (or that it together with such other Persons have) acquired, or obtained the right to acquire, as a result of the closing (when added to any other securities of Generex that it or they then own or have the right to acquire), in excess of 19.999% of the Common Stock or the voting power of Generex on a post transaction basis that assumes that the closing shall have occurred.

Limited Ownership. The purchase by such Purchaser of the Securities issuable to it upon at the closing under this Amendment Closing (including the Underlying Shares then immediately underlying shares of Common Stock that would be issuable in respect of such SecuritiesSecurities and including any Securities issuable under the terms of the Additional Investment Rights issued or issuable to such Purchaser) will not result in such Purchaser Investor (individually or together with any other Person with whom such Purchaser has identified, or will have identified, itself as part of a “"group” " in a public filing made with the Commission involving Generex’s the Company's securities) acquiring, or obtaining the right to acquire, in excess of 19.999% of the Common Stock or the voting power of Generex the Company on a post transaction basis that assumes that the closing Closing shall have occurred. Such Purchaser does not presently intend to, alone or together with others, make a public filing with the Commission to disclose that it has (or that it together with such other Persons have) acquired, or obtained the right to acquire, as a result of the closing Closing (when added to any other securities of Generex the Company that it or they then own or have the right to acquire), in excess of 19.999% of the Common Stock or the voting power of Generex the Company on a post transaction basis that assumes that the closing Closing shall have occurred.

Limited Ownership. The purchase by such Purchaser Investor of the Securities Shares and Warrants issuable to it upon at the closing under this Amendment Closing (including the Underlying Warrant Shares then immediately that would be issuable in respect upon the exercise of such SecuritiesInvestor’s Warrants) will not result in such Purchaser Investor (individually or together with any other Person Persons with whom such Purchaser Investor has identified, or will have identified, itself as part of a “group” in a public filing made with the Commission involving Generexthe Company’s securities) ), acquiring, or obtaining the right to acquire, in excess of 19.999% of the Common Stock or the voting power of Generex the Company on a post transaction basis that assumes that the closing Closing shall have occurred. Such Purchaser does not presently intend toInvestor will not, alone or together with others, make a public filing with the Commission to disclose that it has (or that it together with such other Persons have) acquired, or obtained the right to acquire, as a result of the closing Closing (when added to any other securities of Generex the Company that it or they then own or have the right to acquire), in excess of 19.999% of the Common Stock or the voting power of Generex the Company on a post transaction basis that assumes that the closing Closing shall have occurred. The Company acknowledges and agrees that no Investor has made or makes any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in this Section 3.2.

Limited Ownership. The purchase by such Purchaser Investor of the Securities issuable to it upon at the closing under this Amendment Closing (including the Underlying Shares then immediately or Warrant Shares that would be issuable in respect upon the conversion of such Securities) will not result in such Purchaser Investor (individually or together with any other Person Persons with whom such Purchaser Investor has identified, or will have identified, itself as part of a “group” in a public filing made with the Commission involving Generexthe Company’s securities) acquiring, or obtaining the right to acquire, in excess of 19.999% of the Common Stock or the voting power of Generex the Company on a post transaction basis that assumes that the closing Closing shall have occurred. Such Purchaser Investor does not presently intend to, alone or together with others, make a public filing with the Commission to disclose that it has (or that it together with such other Persons have) acquired, or obtained the right to acquire, as a result of the closing Closing (when added to any other securities of Generex the Company that it or they then own or have the right to acquire), in excess of 19.999% of the Common Stock or the voting power of Generex the Company on a post transaction basis that assumes that the closing Closing shall have occurred.

Limited Ownership. The purchase by such Purchaser Investor of the Securities issuable to it upon at the closing under this Amendment Closing (including the Underlying Shares then immediately and Warrant Shares that would be issuable in respect upon the conversion and exercise of such Securities) will not result in such Purchaser Investor (individually or together with any other Person Persons with whom such Purchaser Investor has identified, or will have identified, itself as part of a “group” in a public filing made with the Commission involving Generexthe Company’s securities) acquiring, or obtaining the right to acquire, in excess of 19.999% of the Common Stock or the voting power of Generex the Company on a post transaction basis that assumes that the closing Closing shall have occurred. Such Purchaser Investor does not presently intend to, alone or together with others, make a public filing with the Commission to disclose that it has (or that it together with such other Persons have) acquired, or obtained the right to acquire, as a result of the closing Closing (when added to any other securities of Generex the Company that it or they then own or have the right to acquire), in excess of 19.999% of the Common Stock or the voting power of Generex the Company on a post transaction basis that assumes that the closing Closing shall have occurred.

Limited Ownership. The purchase by such Purchaser Lender of the ----------------- Securities issuable to it upon at the closing under this Amendment applicable Closing (including the Underlying Shares then immediately that would be issuable in respect upon the conversion and exercise of such Securities) will not result in such Purchaser Lender (individually or together with any other Person Persons with whom such Purchaser Lender has identified, or will have identified, itself as part of a “"group” " in a public filing made with the Commission involving Generex’s the Borrower's securities) acquiring, or obtaining the right to acquire, in excess of 19.999% of the Common Stock or the voting power of Generex the Borrower on a post transaction basis that assumes that the closing applicable Closing shall have occurred. Such Purchaser Lender does not presently intend to, alone or together with others, make a public filing with the Commission to disclose that it has (or that it together with such other Persons have) acquired, or obtained the right to acquire, as a result of the closing applicable Closing (when added to any other securities of Generex the Borrower that it or they then own or have the right to acquire), in excess of 19.999% of the Common Stock or the voting power of Generex the Borrower on a post transaction basis that assumes that the closing applicable Closing shall have occurred.

Limited Ownership. The purchase by such Purchaser Investor of the Securities issuable to it upon at the closing under this Amendment Closing (including the Underlying Shares then immediately underlying shares of Common Stock that would be issuable in respect of the Warrants issued to such SecuritiesInvestor) will not result in such Purchaser Investor (individually or together with any other Person with whom such Purchaser Investor has identified, or will have identified, itself as part of a “group” in a public filing made with the Commission involving Generexthe Company’s securities) acquiring, or obtaining the right to acquire, in excess of 19.999% of the Common Stock or the voting power of Generex the Company on a post transaction basis that assumes that the closing Closing shall have occurred. Such Purchaser Investor does not presently intend to, alone or together with others, make a public filing with the Commission to disclose that it has (or that it together with such other Persons have) acquired, or obtained the right to acquire, as a result of the closing Closing (when added to any other securities of Generex the Company that it or they then own or have the right to acquire), in excess of 19.999% of the Common Stock or the voting power of Generex the Company on a post transaction basis that assumes that the closing Closing shall have occurred.