0001144204-08-019999 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 2nd, 2008 • Generex Biotechnology Corp • Pharmaceutical preparations • New York

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 31, 2008, is by and among Generex Biotechnology Corporation, a Delaware corporation with headquarters located at 33 Harbour Square, Suite 202, Toronto, Ontario, Canada (the “Company”), and the undersigned buyers (each, a “Buyer”, and collectively, the “Buyers”).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • April 2nd, 2008 • Generex Biotechnology Corp • Pharmaceutical preparations • New York

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 31, 2008, is by and among Generex Biotechnology Corporation, a Delaware corporation, with offices located at 33 Harbour Square, Suite 202, Toronto, Ontario, Canada M5J-2G2 (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).

GUARANTY
Guaranty • April 2nd, 2008 • Generex Biotechnology Corp • Pharmaceutical preparations • New York

This Guaranty is made this 31st day of March, 2008, by such Guarantors listed on the signature pages hereof (collectively, jointly and severally, “Guarantors”, and each, individually, a “Guarantor”), in favor of _________________________ (together with its successors and assigns, “Buyer”).

SECURITY AGREEMENT
Security Agreement • April 2nd, 2008 • Generex Biotechnology Corp • Pharmaceutical preparations • New York

This SECURITY AGREEMENT (this “Agreement”), dated as of March 31, 2008, is made by and among the Grantors listed on the signature pages hereof (collectively, jointly and severally, the “Grantors” and each, individually, a “Grantor”), and the Secured Parties listed on the signature pages hereof (collectively, the “Secured Parties” and each, individually, a “Secured Party”).

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