0001144204-12-067461 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 11th, 2012 • Generex Biotechnology Corp • Pharmaceutical preparations

This Registration Rights Agreement (this “Agreement”) is made and entered into as of December __, 2012, between Generex Biotechnology Corporation, a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

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COMMON STOCK PURCHASE WARRANT generex biotechnology corporation
Security Agreement • December 11th, 2012 • Generex Biotechnology Corp • Pharmaceutical preparations

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Generex Biotechnology Corporation, a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • December 11th, 2012 • Generex Biotechnology Corp • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of December 10, 2012, between Generex Biotechnology Corporation, a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

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