Midtown Partners & Co., LLC 4218 West Linebaugh Avenue Tampa, FL 33624 Phone: 813.885.5744 ♦ Fax: 813.885.5911
EXHIBIT
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Midtown
Partners & Co., LLC
0000
Xxxx Xxxxxxxxx Xxxxxx
Xxxxx,
XX 00000
Phone:
000.000.0000 ♦ Fax:
000.000.0000
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April 7,
2010
CONFIDENTIAL
Generex
Biotechnology Corporation
00
Xxxxxxx Xxxxxx
Xxxxx
000
Xxxxxxx,
XX X0X 0X0
XXXXXX
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Attention:
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Xxxx
X. Xxxxxxxx,
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Executive
Vice-President
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Re:
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Amendment
to Letter Agreement dated June 8, 2009 (as amended by agreements dated
August 5, August 18, 2009 and September 11,
2009)
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Dear
Sirs:
Reference
is hereby made to a letter agreement by and between Midtown Partners & Co.,
LLC (“Midtown”) and Generex Biotechnology Corporation (“Generex”, collectively
the “Parties”) dated June 8, 2009 as amended by agreements dated August 5,
August 18, 2009 and September 11, 2009 (the “Agreement”).
The
Parties hereby agree that the Agreement is hereby amended as
follows:
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1.
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The
term “Offering”, as used in the Agreement, shall include the proposed
registered direct offering (the “Seaside RDO”) by the Company of up to
49,455,130 shares of the Company’s common stock (the “Offered Stock”) to
Seaside 88, LP pursuant to the Company’s Registration Statement on Form
S-3, registration number 333-164591, declared effective by the U.S.
Securities and Exchange Commission on February 9, 2010 (the “2010
Registration Statement”) and any supplements thereto. The term
“Securities”, as used in the Agreement, shall include the Offered
Stock.
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2.
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The references in paragraph 2(c)
of the Agreement to the Registration Statement on Form S-3, registration
number 333-139637, shall be replaced by references to the 2010
Registration Statement (and the prospectus supplement(s) to be filed
thereunder in respect of the Seaside
RDO).
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3.
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The
Parties hereby agree to extend the Term, as defined in Section 5 of the
Agreement, through April 30, 2010.
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4.
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Inasmuch
as the legal counsel for Midtown has provided certain ancillary legal
services to Generex in connection with this Offering, such as the
preparation and filing of the base prospectus with FINRA, which legal
services t in the past had been provided by legal counsel to Generex,
Section 5 of the September 11, 2009 amendment is hereby further amended to
provide that Generex will pay up to $10,000 of the legal expenses incurred
by Midtown in connection with the
Offering.
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5.
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The
Agreement, as amended by this Amendment, contains the entire agreement
between the parties hereto and there are no agreements, warranties or
representations which are not set forth therein or herein. This
Amendment may not be modified or amended except by an instrument in
writing duly signed by or on behalf of the parties hereto. This
Amendment may be executed simultaneously in any number of counterparts,
each of which shall be deemed an original but all of which together shall
constitute one and the same
instrument.
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If the
foregoing correctly sets forth our understanding with respect to the proposed
amendment to the Agreement, please so confirm by signing and returning one copy
of this letter.
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MIDTOWN
PARTNERS & CO., LLC
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By:
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/s/
Xxxxx Xxxxxx
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Date:
April 7,2010
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Xxxxx Xxxxxx, President
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GENEREX
BIOTECHNOLOGY CORPORATION
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By:
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/s/
Xxxx X. Xxxxxxx
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Date:
April 7,2010
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Xxxx X. Xxxxxxx, President & CEO
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By:
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/s/ Xxxx X. Xxxxx
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Date:
April 7, 2010
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Xxxx X. Xxxxx, Chief Financial Officer
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