Generex Biotechnology Corp Watch

from 8-K 2 pages 1. 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. 2. 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). 3. the Parties Hereby Agree to Extend the Term, as Defined in Section 5 of the Agreement, Through April 30, 2010

from 8-K 12 pages September 11, 2009 Generex Biotechnology Corporation 33 Harbour Square, Suite 202 Toronto, Ontario, Canada M5j2g2 Re: Engagement Agreement Dear Sirs

from 8-K 15 pages This Letter (The “Agreement”) Confirms Midtown Partners & Co., LLC (“Midtown”) Engagement as Placement Agent for Generex Biotechnology Corporation (The “Company”), in Connection With the Proposed Registered Direct Offering (The “Offering”) of Up to 17,500,000 Share of the Company’s Common Stock and Warrants (The “Warrants”) to Acquire Up to 8,750,000 Shares of the Company’s Common Stock (Collectively, the “Securities”). the Securities Will Be Sold Only to “Accredited Investors” (The “Investors”), as Such Term Is Defined in Rule 501(a) of Regulation D, Promulgated Under the United States Securities Act of 1933, as Amended

from 8-K 10 pages This Letter (The “Agreement”) Confirms Midtown Partners & Co., LLC (“Midtown”) Engagement as Placement Agent for Generex Biotechnology Corporation (The “Company”), in Connection With the Proposed Registered Direct Offering (The “Offering”) of Up to 17,500,000 Share of the Company’s Common Stock and Warrants (The “Warrants”) to Acquire Up to 8,750,000 Shares of the Company’s Common Stock (Collectively, the “Securities”). the Securities Will Be Sold Only to “Accredited Investors” (The “Investors”), as Such Term Is Defined in Rule 501(a) of Regulation D, Promulgated Under the United States Securities Act of 1933, as Amended

from 8-K 9 pages This Letter (The “Agreement”) Confirms Midtown Partners & Co., LLC (“Midtown”) Engagement as Placement Agent for Generex Biotechnology Corporation (The “Company”), in Connection With the Proposed Registered Direct Offering (The “Offering”) of Up to 17,500,000 Share of the Company’s Common Stock and Warrants (The “Warrants”) to Acquire Up to 8,750,000 Shares of the Company’s Common Stock (Collectively, the “Securities”). the Securities Will Be Sold Only to “Accredited Investors” (The “Investors”), as Such Term Is Defined in Rule 501(a) of Regulation D, Promulgated Under the United States Securities Act of 1933, as Amended

from 8-K 29 pages Securities Purchase Agreement

from 8-K 15 pages Confidential Generex Biotechnology Corporation 33 Harbour Square, Suite 2002 Toronto Ont M5j 2g2 Canada Attn: Anna E. Gluskin, President and Chief Executive Officer Dear Sirs

from 8-K ~20 pages Underwriting agreement

from 8-K ~20 pages Securities Purchase Agreement