On January 27, 2020, Generex and ALTuCell executed an Amendment Agreement to the SPA (the "Amendment"). Under the Amendment, closing will occur within 30 days of the full execution of the Amendment, subject to the conditions to closing under the SPA (Filing, 8-K, Generex, JAN 27, 2020, View Source [SID1234553616]). The parties agreed that Generex will pay the $2.5 million closing payment from certain specifically identified sources.

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If the closing is not completed within 30 days of execution of the Amendment, SPA will lapse unless the parties agree in writing to continue the transaction. Under the Amendment, Generex agreed to fund the ongoing operations of ALTuCELL during the extension period with a payment of $100,000, to be paid within 2 business days of signing the Amendment.

If ALTuCELL chooses to cancel the transaction as a result of delays due to forces beyond the control of Generex, including government regulatory delays or extended reviews by regulators that delay approvals of corporate actions, or by natural disasters or other unforeseen events beyond the control of Generex, ALTuCELL agrees to return all
payments made by Generex.