Form of Subscription Agreement

Exhibit 10.19

GENPREX, INC.

SUBSCRIPTION AGREEMENT

This Subscription Agreement (this “Subscription Agreement”) is dated                     , 2017, by and between the undersigned identified on the Signature Page hereto (the “Investor”) and Genprex, Inc., a Delaware corporation (the “Company”).

WHEREAS, the Company has authorized the sale and issuance of a minimum of 2,083,334 shares (the “Minimum Amount”) and up to a maximum of 5,625,000 shares (the “Shares”) of its common stock, par value $0.001 per share (the “Common Stock”), on a “best efforts” basis at an initial public offering price of $            per Share (the “Purchase Price”);

WHEREAS, the sale of the Shares (the “Offering”) is being made pursuant to an effective Registration Statement on Form S-1 (File No. 333-219386) (the “Registration Statement”) filed under the Securities Act of 1933, as amended (the “Securities Act”), by the Company with the U.S. Securities and Exchange Commission (the “Commission”);

WHEREAS, the Company has entered into an Underwriting Agreement, dated                     , 2017 (the “Underwriting Agreement”), with Network 1 Financial Securities, Inc., a FINRA-registered broker/dealer, to act as the underwriter of the Shares in the Offering (the “Underwriter”);

WHEREAS, the Company, Underwriter and Signature Bank have entered into an Escrow Agreement, dated                     , 2017 (the “Escrow Agreement”), pursuant to which Signature Bank has agreed to serve as the escrow agent in connection with the Offering (the “Escrow Agent”);

WHEREAS, the Investor desires to purchase a certain amount of Shares from the Company.

NOW, THEREFORE, in consideration of the foregoing and of the covenants contained herein, the sufficiency of which is hereby mutually accepted, the parties hereby agree as follows:

Network 1 Financial Securities, Inc.

The Galleria, Building 2

2 Bridge Avenue

Red Bank, NJ 07701

Attn: Keith Testaverde, V.P of Investment Banking

T: (732)  ###-###-####

F.: (732)  ###-###-####

1

Signature Bank

565 Firth Avenue, 12^th Floor

New York, NY 10017

ABA No.: 026013576

Account No.:             

Network 1 Financial Securities, Inc.

The Galleria, Building 2

2 Bridge Avenue

Red Bank, NJ 07701

Attn: Keith Testaverde, V.P of Investment Banking

T: (732)  ###-###-####

F.: (732)  ###-###-####

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Company, (ii) it is not a member of the Financial Industry Regulatory Authority, Inc. (“FINRA”) or an Associated Person (as such term is defined under the FINRA’s NASD Membership and Registration Rules Section 1011) as of the Closing, and (iii) neither the Investor nor any group of Investors (as such term is used in Rule 13d-5 under the Exchange Act (as defined below)) of which the Investor is a part in connection with the Offering, has acquired, or obtained the right to acquire, 10% or more of the Common Stock (or securities convertible into or exchangeable or exercisable for Common Stock) or the voting power of the Company on a post-transaction basis.

Exceptions:                                                                                                   

(If no exceptions, write “none.” If left blank, response will be deemed to be “none.”)

If to the Underwriter:

Network 1 Financial Securities, Inc.

Galleria, Penthouse

2 Bridge Avenue, Building 2

Red Bank, NJ 07701

Attn: Damon D. Testaverde, Managing Director

Fax No.: (732)  ###-###-####

With a copy (which shall not constitute notice) to:

Magri Law, LLC

2642 NE 9^th Ave.

Fort Lauderdale, FL 33334

Attn: Philip Magri

Email: ***@***

Fax No.: (646)  ###-###-####

3

If to the Company:

Genprex, Inc.

100 Congress Avenue, Suite 2000

Austin, Texas 78701

Attn: J. Rodney Varner

Chief Executive Officer

With a copy (which shall not constitute notice) to:

Streusand Landon & Ozburn, LLP

811 Barton Springs Road, Suite 811

Austin, TX 78704

Attn: Christopher J. Ozburn

Fax: (512)  ###-###-####

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the Investor has executed this Subscription Agreement as of the date written below.

The Shares subscribed for hereby are being purchased as follows:

(Check One)

         individually

         joint tenants

         joint tenants with right of survivorship

         tenants in common

         partnership

         limited liability company

            as custodian, trustee or agent for

                                                         corporation

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The foregoing Subscription is hereby accepted.

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