Genethera Inc.

Genethera Inc. – Contract (December 4th, 2018)

Genethera Inc. – Contract (November 30th, 2018)

Genethera Inc. – Contract (November 30th, 2018)

Genethera Inc. – Sublease (November 30th, 2018)

Genethera Inc. – Contract (November 30th, 2018)

Genethera Inc. – September 12, 2018 Kory Robert Kolterman Fruci & Associates II, PLLC (September 12th, 2018)

Genethera Inc. – Contract (March 4th, 2015)

Genethera Inc. – Employment Agreement (May 18th, 2012)

EMPLOYMENT AGREEMENT (the Agreement), dated as of the 8th day of January 2012, between GeneThera, Inc. with address at 7577 W. 103rd Ave. Suite 212, Westminster, Colorado 80021 (the Employer) and Tony Milici, M.D., Ph.D., with address at 13589 Via Varra Road, Apartment 4302, Broomfield, Colorado 80020 (the Employee).

Genethera Inc. – Employment Agreement (May 18th, 2012)

EMPLOYMENT AGREEMENT (the Agreement), dated as of the 8th day of January 2012, between GeneThera, Inc. with address at 7577 W. 103rd Ave. Suite 212, Westminster, Colorado 80021 (the Employer) and Tannya L. Irizarry, with address at 13589 Via Varra Road, Apartment 4302, Broomfield, Colorado 80020 (the Employee).

Genethera Inc. – Registration Number: 29495-1575-10-Viii-11 (May 18th, 2012)

THIS IS A JOINT-VENTURE AGREEMENT REACHED BY LA UNIVERSIDAD NACIONAL AUTONOMA DE MEXICO (IN ENGLISH, THE NATIONAL AUTONOMOUS UNIVERSITY OF MEXICO), HEREINAFTER CALLED LA UNAM, REPRESENTED IN THIS ACTION BY ITS SECRETARY GENERAL, DR. EDUARDO BARZANA GARCIA, WITH THE DIRECTOR OF THE VETERINARY MEDICINE SCHOOL, DR. FRANCISCO JOSE TRIGO TAVERA, AND THE ACADEMICIAN AND RESEARCHER OF THE CENTER FOR TRAINING, RESEARCH Y EXPANSION OF HIGH PLATEAU ANIMAL PRODUCTION OF THE VETERINARY MEDICINE SCHOOL, DR. GILBERTO CHAVEZ GRIS, IN ATTENDANCE; AND APPLIED GENETICS, S. A. DE C. V. (IN ENGLISH, PUBLIC-JOINT-STOCK-COMPANY), HEREINAFTER CALLED APPLIED, REPRESENTED IN THIS ACTION BY ITS DIRECTOR GENERAL, Dr. ANTONIO MILICI, IN ACCORDANCE WITH THE FOLLOWING TERMS AND PROVISIONS:

Genethera Inc. – Marketing and Sale Agreement (March 5th, 2012)

This Marketing and Sales Agreement (the Agreement) is made this 1st day of February, 2012, by and among Nutricion Avanzada S.A Mexican Corporation (Distributor) and Applied Genetics S.A.de C.V. a wholly owned subsidiary of GeneThera, Inc. (Owner).

Genethera Inc. – Genethera Inc. (August 28th, 2009)

The Chairman of The Board approved the dismissal of the auditors W.T. UNIACK & CO. CPAs, P.C. after validating their disregard of the rules and regulations of the SEC concerning respective due dates of the annual report filings and re-audit of the 2007 Form 10-K. On May 15, 2009, the auditor, Bill Uniack requested an extension to be filed when the first quarterly report was due on that day. During the middle of the annual report filing, Uniack also reviewed the first quarterly report of 2009. However, once the review letter arrived on May 19, 2009, it was reflecting the same paragraph of consent for the 10-K filing; not the quarterly report. It was noticed after the filing was already filed with the SEC.

Genethera Inc. – 12600 Deerfield Parkway Suite 100 Alpharetta, Georgia 30004 (November 24th, 2008)

We are pleased to confirm our understanding of the services we are to provide for GeneThera Inc. for the year ended December 31, 2008 and quarterly reviews thereon. We will audit the balance sheet of GeneThera Inc. as of December 31, 2008, and the related statements of income, shareholders equity, and cash flows for the year then ended. We will also perform a review of the applicable quarterly periods ending.

Genethera Inc. – Certificate of Designation, Preferences and Rights of Series B Convertible Preferred Stock of Genethera, Inc. (August 13th, 2008)

GeneThera, Inc., a corporation organized and existing under the laws of the State of Nevada (the "CORPORATION"), hereby certifies that the Board of Directors of the Corporation (the "BOARD OF DIRECTORS" or the "BOARD"), pursuant to authority of the Board of Directors as required by Section NRS 78.1955)of the Nevada Business Corporation Act, and in accordance with the provisions of its Certificate of Incorporation and Bylaws, has and hereby authorizes a series of the Corporation's previously authorized Preferred Stock, par value $0.001 per share (the "PREFERRED STOCK"), and hereby states the designation and number of shares, and fixes the rights, preferences, privileges, powers and restrictions thereof, as follows:

Genethera Inc. – Certificate of Designation, Preferences and Rights of Series B Convertible Preferred Stock of Genethera, Inc. (August 13th, 2008)

GeneThera, Inc., a corporation organized and existing under the laws of the State of Nevada (the "CORPORATION"), hereby certifies that the Board of Directors of the Corporation (the "BOARD OF DIRECTORS" or the "BOARD"), pursuant to authority of the Board of Directors as required by Section NRS 78.1955)of the Nevada Business Corporation Act, and in accordance with the provisions of its Certificate of Incorporation and Bylaws, has and hereby authorizes a series of the Corporation's previously authorized Preferred Stock, par value $0.001 per share (the "PREFERRED STOCK"), and hereby states the designation and number of shares, and fixes the rights, preferences, privileges, powers and restrictions thereof, as follows:

Genethera Inc. – Certificate of Designation, Preferences and Rights of Series B Convertible Preferred Stock of Genethera, Inc. (August 13th, 2008)

GeneThera, Inc., a corporation organized and existing under the laws of the State of Nevada (the "CORPORATION"), hereby certifies that the Board of Directors of the Corporation (the "BOARD OF DIRECTORS" or the "BOARD"), pursuant to authority of the Board of Directors as required by Section NRS 78.1955)of the Nevada Business Corporation Act, and in accordance with the provisions of its Certificate of Incorporation and Bylaws, has and hereby authorizes a series of the Corporation's previously authorized Preferred Stock, par value $0.001 per share (the "PREFERRED STOCK"), and hereby states the designation and number of shares, and fixes the rights, preferences, privileges, powers and restrictions thereof, as follows:

Genethera Inc. – Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (August 12th, 2008)

I, Tannya L. Irizarry, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report on Form 10-Q of GeneThera, Inc. for the quarterly period ended June 30, 2008, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in the Quarterly Report on Form 10-Q fairly presents in all material respects the financial condition and results of operations of GeneThera, Inc.

Genethera Inc. – Contract (August 8th, 2006)

Exhibit 10.21 EQUITY INVESTMENT AGREEMENT THIS EQUITY INVESTMENT AGREEMENT is dated as of the 2nd day of May, 2006, (the "Agreement") by and between IMPERIAL CAPITAL HOLDINGS, LLC., a limited liability company (the "Investor"), and GENETHERA, INC., a Florida corporation (the "Company"). WHEREAS, the parties desire that, upon the terms and subject to the conditions contained herein, the Company shall issue and sell to the Investor, from time to time as provided herein, and the Investor shall purchase from the Company up to Five Million U.S. Dollars ($5,000,000) of the Company's common stock, par value $0.001 per share (the "Common Stock"); and WHEREAS, such investments will be made in reliance upon the provisions of Regulation D ("Regulation D") of the Securities Act of 1933, as amended, and the regulations promulgated there under (the "Securities Act"), and or upon such other exemption from the registration r

Genethera Inc. – Contract (August 8th, 2006)

Exhibit 10.22 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), is dated as of the 2nd day of May, 2006, by and between GENETHERA, INC., a Florida corporation (the "Company"), and IMPERIAL CAPITAL HOLDINGS, LLC., a limited liability company (the "Investor"). WHEREAS: A. In connection with the Equity Investment Agreement by and between the parties hereto of even date herewith (the "Equity Investment Agreement"), the Company has agreed, upon the terms and subject to the conditions of the Equity Investment Agreement, to issue and sell to the Investor that number of shares of the Company's common stock, par value US $0.001 per share (the "Common Stock"), which can be purchased pursuant to the terms of the Equity Investment Agreement for an aggregate purchase price of up to Five Million U.S. Dollars ($5,000,000). Capitalized terms not defined herein shall have the meaning ascribed to them in th

Genethera Inc. – Contract (August 8th, 2006)

Exhibit 3.2 CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS OF SERIES B CONVERTIBLE PREFERRED STOCK OF GENETHERA, INC. (Pursuant to Section 607.0602 of the Florida Business Corporation Act) GeneThera, Inc., a corporation organized and existing under the laws of the State of Florida (the "CORPORATION"), hereby certifies that the Board of Directors of the Corporation (the "BOARD OF DIRECTORS" or the "BOARD"), pursuant to authority of the Board of Directors as required by Section 607.0602 of the Florida Business Corporation Act, and in accordance with the provisions of its Certificate of Incorporation and Bylaws, has and hereby authorizes a series of the Corporation's previously authorized Preferred Stock, par value $0.001 per sha

Genethera Inc. – Contract (August 8th, 2006)

Exhibit 10.23 PLACEMENT AGENT AGREEMENT Dated as of: May 2, 2006. The undersigned, GeneThera, Inc., a Florida (the "COMPANY"), hereby agrees with Brewer Financial Services, LLC., an Illinois limited liability company (the "PLACEMENT AGENT") and Imperial Capital Holdings, LLC., a Limited Liability Company (the "INVESTOR") as follows: 1. OFFERING. The Company hereby engages the Placement Agent to act as its exclusive placement agent in connection with the Equity Investment Agreement, dated May 2, 2006 (the "INVESTMENT AGREEMENT"), pursuant to which the Company shall issue and sell to the Investor, from time to time, and the Investor shall purchase from the Company (the "OFFERING") up to Five Million Dollars ($5,000,000) of the Company's Voting Common Stock (the "COMMITMENT AMOUNT"), par value $0.001 per share (the "COMMON STOCK"), at price per share equal to the Purchase Price, as that term is defined in the Investment Agreement. Pursuant to the term

Genethera Inc. – Contract (August 2nd, 2006)

EXHIBIT 10.1 2006 NON-QUALIFIED STOCK COMPENSATION PLAN 2006 NON-QUALIFIED STOCK COMPENSATION PLAN 1. Purpose of Plan 1.1 This 2006 NON-QUALIFIED STOCK COMPENSATION PLAN (the "Plan") of GeneThera, Inc. , a Florida corporation (the "Company") for employees, directors, officers consultants, advisors and other persons associated with the Company, is intended to advance the best interests of the Company by providing those persons who have a substantial responsibility for its management and growth with additional incentive and by increasing their proprietary interest in the success of the Company, thereby encouraging them to maintain their relationships with the Company. Further, the availability and offering of stock options and common stock under the Plan supports and increases the Company's ability to attract and retain individuals of exceptional talent upon whom, in large measure, the sustained progress, growth and profitability of the Company depends. 2.

Genethera Inc. – Contract (March 4th, 2005)

Exhibit 10.18 STRATEGIC ALLIANCE AGREEMENT - ------------------------------------------------------------------------------- This Strategic Alliance Agreement is made and entered into this 1st day of November,2004 by and between G. Gekko Enterprises ("GEKKO"), and GeneThera, Inc. (GTHA), 3930 Youngfield Street, Wheat Ridge, CO 80033. WITNESSETH: WHEREAS, GTHA desires to engage GEKKO to provide the services as set forth in this Agreement, and WHEREAS, GEKKO is agreeable to provide these services. NOW THEREFORE, in consideration of the mutual promise made in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: I. ENGAGEMENT GTHA hereby retains GEKKO to provide those services as defined herein and GEKKO hereby agrees to the appointment on the terms and conditions hereinafter set forth and agrees to use com

Genethera Inc. – Contract (March 4th, 2005)

Exhibit 10.8 GENETHERA, INC. 2004 EMPLOYEE, DIRECTOR AND CONSULTANT STOCK OPTION PLAN 1. DEFINITIONS Unless otherwise specified or unless the context otherwise requires, the following terms, as used in this GeneThera, Inc. Employee, Director and Consultant Stock Option Plan, have the following meanings: Administrator means the Board of Directors, unless it has delegated power to act on its behalf to a committee. (See Paragraph 4) Affiliate means a corporation which, for purposes of Section 424 of the Code, is a parent or subsidiary of the Company, direct or indirect. Board of Directors means the Supervisory Board of the Company. Code means the United States Internal Revenue Code of 1986, as amended. Committee means the Committee to which the Board of Directors has delegated power to act under or pursuant to the provisions of the Plan. Common Stock means ordinary shares of the Co

Genethera Inc. – Contract (March 4th, 2005)

Exhibit 10.17 Amendment December 12, 2004 This amendment attaches to and forms and integral part of that certain Lease Agreement dated the 4th of December 2001, between Youngfield Plaza L.L.C. (Landlord) and Genethera, Inc. (Tenant). This Amendment sets forth our agreement with regard to certain Amendments to that lease. They are as follows: 1. The Premises shall be known as 3924 and 3930 Youngfield Street, Wheat Ridge Colorado 80033, which is a total of 5,706 square feet. 2. The term of the lease shall be for one (1) year beginning on the 1st of January 2005 and expiring on the 31st day of December 2005. 3. The base monthly rent shall be as follows: Year One $4,041.75 ($8.50 per square foot). 4. In addition to the base rent, Tenant shall pay Landlord the sum of $1,193.51 per month ($2.51 per square foot per year) as additional rent. This additional rent is intended by the parties to cover Tenant's pro

Genethera Inc. – Contract (March 4th, 2005)

Exhibit 10.19 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this "Agreement") is made this 8th day of November, 2004, by and between GeneThera, Inc. ("Seller") with an address at 3930 Youngfield Street, Wheat Ridge, CO 80033 and G. Gekko Enterprises ("Purchaser") with an address at Edificio Colon, Piso 8 Oficina 84, Pase Colon San Jose, Costa Rica. R E C I T A L S: Purchaser desires to purchase 175,000 shares of the Common Stock (the "Shares") from Seller pursuant to the terms of this Agreement. NOW, THEREFORE, in consideration of the foregoing and the mutual promises of the parties, the parties hereto, intending to be legally bound, hereby agree as follows: 1. PURCHASE AND SALE OF COMMON STOCK. a. Purchase Price. The Purchaser hereby agrees to purchase the Shares for $1.4285 per share for an aggregate purchase price of $250,000 (the "Purchase Price"). Th

Genethera Inc. – Contract (March 4th, 2005)

Exhibit 10.20 [Letterhead of 0711005 B.C. Ltd.] March 1, 2005 CONFIDENTIAL GeneThera, Inc. 3930 Youngfield Street Wheat Ridge, CO 80033 Attention: Dr. Antonio Milici Dr. Milici: We are pleased to confirm the arrangements under which 0711005 B.C. Ltd. ("Consultant") will provide general business consulting and investor relations services to GeneThera, Inc., a Florida corporation (the "Company"), on a non-exclusive basis pursuant to the terms of this letter agreement and attached marketing materials (this "Agreement"). 1. Scope of Engagement. Under this engagement, Consultant will perform such consulting and public relations services for the Company as are customary and appropriate in engagements of this type and as the Company reasonably requests, including, without limitation: (i) assisting the Company in reviewing and evaluating the Company's current operations, past

Genethera Inc. – Contract (March 4th, 2005)

Exhibit 10.9 GENETHERA, INC. 2004 SENIOR EXECUTIVE OFFICER OPTION PLAN Dated April 1, 2004 1. PURPOSE. This 2004 Senior Executive Officer Stock Option Plan (the "Plan") is established as a compensatory plan to attract, retain and provide equity incentives to senior executive officers of GeneThera, Inc. (the "Company") or any Subsidiary or Affiliate of the Company to promote the financial success of the Company. Capitalized terms not previously defined herein are defined in Section 16 of the Plan. . The Plan is intended to provide participants with stock-based incentive compensation which is not subject to the deduction limitation rules prescribed under Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"), and should be construed to the extent possible as providing for remuneration which is "performance-based compensation" within the meaning of Section 162(m) of the Cod

Genethera Inc. – Contract (February 4th, 2005)

EXHIBIT 10.5 THIS WARRANT AND THE SECURITIES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR THE AVAILABILITY OF AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAWS. WARRANT TO PURCHASE COMMON STOCK NUMBER OF SHARES: Up to 81,304 shares (subject to adjustment) WARRANT PRICE: $0.92 per share ISSUANCE DATE: January 18, 2005 EXPIRATION DATE: January 18, 2008 THIS WARRANT CERTIFIES THAT for value received, Mercator Momentum Fund III, LP, or its registered assigns (hereinafter called the "HOLDER") is entitled to purchase from GeneThera, Inc. (hereinafter called the "COMPANY"

Genethera Inc. – Contract (February 4th, 2005)

EXHIBIT 10.3 THIS WARRANT AND THE SECURITIES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR THE AVAILABILITY OF AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAWS. WARRANT TO PURCHASE COMMON STOCK NUMBER OF SHARES: Up to 119,565 shares (subject to adjustment) WARRANT PRICE: $0.92 per share ISSUANCE DATE: January 18, 2005 EXPIRATION DATE: January 18, 2008 THIS WARRANT CERTIFIES THAT for value received, Mercator Advisory Group, LLC or its registered assigns (hereinafter called the "HOLDER") is entitled to purchase from GeneThera, Inc. (hereinafter called the "Company"), the above refere

Genethera Inc. – Contract (February 4th, 2005)

EXHIBIT 10.2 REGISTRATION RIGHTS AGREEMENT AGREEMENT dated as of January 18, 2005, between MERCATOR MOMENTUM FUND, L.P., MERCATOR MOMENTUM FUND III, L.P, MONARCH POINTE FUND, LTD. (collectively, the "Funds") and MERCATOR ADVISORY GROUP, LLC ("MAG") (the Funds and MAG are referred to individually as a "Holder" and collectively as the "Holders"), and GeneThera, Inc., a Florida corporation (the "Company"). WHEREAS, the Funds have purchased, for an aggregate of $1,100,000, an aggregate of 11,000 shares of Series A Convertible Preferred Stock (the "Series A Stock") from the Company, and have the right to cause their Series A Stock to be converted into shares of Common Stock, $.001 par value (the "Common Stock"), of the Company, pursuant to the conversion formula set forth in the Certificate of Determination; WHEREAS, each Fund and MAG have acquired Warrants (together, the "Warrants") from the Company, pursuant to

Genethera Inc. – Contract (February 4th, 2005)

EXHIBIT 10.1 GENETHERA, INC. SHARES OF SERIES A CONVERTIBLE PREFERRED STOCK AND COMMON STOCK WARRANTS SUBSCRIPTION AGREEMENT January 18, 2005 Mercator Advisory Group LLC Mercator Momentum Fund, LP Mercator Momentum Fund III, LP Monarch Pointe Fund, Ltd. 555 South Flower Street, Suite 4200 Los Angeles, California 90071 Ladies and Gentlemen: GeneThera, Inc., a Florida corporation (the "COMPANY"), hereby confirms its agreement with Mercator Momentum Fund, LP, Mercator Momentum Fund III, LP, and Monarch Pointe Fund, Ltd. (collectively, the "PURCHASERS") and Mercator Advisory Group, LLC ("MAG"), as set forth below. 1. The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Purchasers an aggregate of: (a) Eleven Thousand (11,000) shares of its Series A Convertible Pref

Genethera Inc. – Contract (February 4th, 2005)

EXHIBIT 10.4 THIS WARRANT AND THE SECURITIES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR THE AVAILABILITY OF AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAWS. WARRANT TO PURCHASE COMMON STOCK NUMBER OF SHARES: Up to 124,348 shares (subject to adjustment) WARRANT PRICE: $0.92 per share ISSUANCE DATE: January 18, 2005 EXPIRATION DATE: January 18, 2008 THIS WARRANT CERTIFIES THAT for value received, Mercator Momentum Fund, LP, or its registered assigns (hereinafter called the "HOLDER") is entitled to purchase from GeneThera, Inc. (hereinafter called the "COMPANY"), th

Genethera Inc. – Contract (February 4th, 2005)

EXHIBIT 10.6 THIS WARRANT AND THE SECURITIES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR THE AVAILABILITY OF AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAWS. WARRANT TO PURCHASE COMMON STOCK NUMBER OF SHARES: Up to 272,609 shares (subject to adjustment) WARRANT PRICE: $0.92 per share ISSUANCE DATE: January 18, 2005 EXPIRATION DATE: January 18, 2008 THIS WARRANT CERTIFIES THAT for value received, Monarch Pointe Fund, Ltd., or its registered assigns (hereinafter called the "HOLDER") is entitled to purchase from GeneThera, Inc. (hereinafter called the "COMPANY"), the above r

Genethera Inc. – Contract (January 19th, 2005)

EXHIBIT 10.2 REGISTRATION RIGHTS AGREEMENT AGREEMENT dated as of January 18, 2005, between MERCATOR MOMENTUM FUND, L.P., MERCATOR MOMENTUM FUND III, L.P, MONARCH POINTE FUND, LTD. (collectively, the "Funds") and MERCATOR ADVISORY GROUP, LLC ("MAG") (the Funds and MAG are referred to individually as a "Holder" and collectively as the "Holders"), and GeneThera, Inc., a Florida corporation (the "Company"). WHEREAS, the Funds have purchased, for an aggregate of $1,100,000, an aggregate of 11,000 shares of Series A Convertible Preferred Stock (the "Series A Stock") from the Company, and have the right to cause their Series A Stock to be converted into shares of Common Stock, $.001 par value (the "Common Stock"), of the Company, pursuant to the conversion formula set forth in the Certificate of Determination; WHEREAS, each Fund and MAG have acquired Warrants (together, the "Warrants") from the Company, pursuant to