Exhibit
      4.4

     

    NEITHER
      THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE
      BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES
      COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER
      THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
      ACT”),
      AND,
      ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE
      REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE
      EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
      REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
      SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR
      TO
      SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE
      COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS
      SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER
      LOAN SECURED BY SUCH SECURITIES

     

    ADDITIONAL
      INVESTMENT RIGHT

    


    To
      Purchase $1,000,000 Principal Amount of 6% Convertible Debentures and
      Warrants

     

    Generex
      Biotechnology Corporation

     

    THIS
      ADDITIONAL INVESTMENT RIGHT (the “AIR”)
      certifies that, for value received, l
      (the
“Holder”),
      is
      entitled, upon the terms and subject to the limitations on exercise and the
      conditions hereinafter set forth, at any time on or after the 181st
      day
      following the date hereof (the “Initial
      Exercise Date”)
      and on
      or prior to the earlier of the close of business on the 12 month anniversary
      of
      the Effective Date and the two year anniversary of the date hereof (the
“Termination
      Date”)
      but
      not thereafter, to subscribe for and purchase from Generex Biotechnology
      Corporation, a Delaware corporation (the “Company”),
      up to
      $1,000,000 principal amount of 6% Convertible Debentures (the “AIR
      Debenture”)
      and
      warrants to purchase shares of Common Stock of the Company as described herein
      at an exercise price of $1.25 per share (the “AIR
      Warrant Exercise Price”)
      (subject to adjustment hereunder and thereunder) (the “AIR
      Warrant”).
      Subject to the terms and conditions hereof, upon the purchase hereunder of
      AIR
      Debenture, the Holder shall receive a warrant to purchase a number of shares
      of
      Common Stock equal to 100% of the shares of Common Stock underlying such AIR
      Debenture when issued. The initial conversion price of the Debenture shall
      be
      equal to $1.25, subject to adjustment thereunder and hereunder (“AIR
      Debenture Conversion Price”).
      The
      AIR Debenture and AIR Warrant shall be in the form of the Debentures and
      Warrants (with the same rights, privileges and preferences set forth in the
      Transaction Documents) issued pursuant to the Purchase Agreement Amendment,
      mutatis
      mutandis.
      The AIR
      Debentures and the AIR Warrant shall be collectively referred to as the
“AIR
      Securities.”
The
      AIR Warrant Exercise Price and the AIR Debenture Conversion Price shall be
      collectively referred to herein as the “AIR
      Conversion Price.”

     


    
      
         

      

      
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    Section
      1. Definitions.
      Capitalized terms used and not otherwise defined herein shall have the meanings
      set forth in that certain Amendment No. 4 to Securities Purchase Agreement
      and
      Registration Rights Agreement dated January 19, 2006 (the “Purchase
      Agreement Amendment”),
      or,
      if not found therein, the Securities Purchase Agreement dated November 10,
      2004,
      among the Company and the purchasers signatory thereto.

     

    Section
      2. Exercise.

     

    a) Exercise
      of AIR.
      Subject
      to the terms and conditions contained herein, exercise of the purchase rights
      represented by this AIR may be made at any time or times on or after the Initial
      Exercise Date and on or before the Termination Date by delivery to the Company
      of a duly executed facsimile copy of the Notice of Exercise Form annexed hereto
      (or such other office or agency of the Company as it may designate by notice
      in
      writing to the registered Holder at the address of such Holder appearing on
      the
      books of the Company) and the payment of the Stated Value thereby purchased
      by
      wire transfer or cashier’s check drawn on a United States bank. Subject to the
      terms and conditions contained herein, upon exercise of the AIR, the Company
      shall issue AIR Debentures with a Stated Value equal to the amount paid by
      the
      Holder and the AIR Warrant to purchase a number of shares of Common Stock equal
      to 100% of the shares of Common Stock issuable upon conversion of such AIR
      Debenture.

     

    b) Mechanics
      of Exercise.
      

     

    i. Authorization
      of AIR Debenture and the AIR Warrant.
      The
      Company covenants that during the period the AIR is outstanding, it will reserve
      from its authorized and unissued Common Stock a sufficient number of shares
      to
      provide for the issuance of all of the shares of Common Stock underlying the
      AIR
      Debenture and AIR Warrant (the collectively, “AIR
      Conversion Shares”).
      The
      Company further covenants that its issuance of this AIR shall constitute full
      authority to its officers who are charged with the duty of executing
      certificates to execute and issue the necessary certificates for the AIR
      Securities upon the exercise of the purchase rights under this AIR and
      certificates upon conversion and exercise of the AIR Securities. The Company
      covenants that the AIR Securities which may be issued upon the exercise of
      the
      purchase rights represented by this AIR and the AIR Conversion Shares issuable
      thereunder will, upon exercise of the purchase rights represented by this AIR,
      be duly authorized, validly issued, fully paid and nonassessable and free from
      all taxes, liens and charges in respect of the issue thereof (other than taxes
      in respect of any transfer occurring contemporaneously with such issue). The
      Company will take all such reasonable action as may be necessary to assure
      that
      the AIR Securities and AIR Conversion Shares may be issued as provided herein
      without violation of any applicable law or regulation, or of any requirements
      of
      the Trading Market upon which the Common Stock may be listed.

     


    
      
         

      

      
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    ii. Delivery
      of Certificates Upon Exercise.
      Certificates for the AIR Securities purchased hereunder shall be delivered
      to
      the Holder within 3 Trading Days from the delivery to the Company of the Notice
      of Exercise Form, surrender of this AIR and payment of the Stated Value as
      set
      forth above (“AIR
      Security Delivery Date”).
      This
      AIR shall be deemed to have been exercised on the date the payment of the
      principal amount is received by the Company. The AIR Securities shall be deemed
      to have been issued, and Holder or any other person so designated to be named
      therein shall be deemed to have become a holder of record of such security
      for
      all purposes, as of the date the AIR has been exercised by payment to the
      Company of the principal amount and all taxes required to be paid by the Holder,
      if any, pursuant to Section 2(e)(vii) prior to the issuance of such security,
      have been paid. 

     

    iii. Delivery
      of New AIRs Upon Exercise.
      If this
      AIR shall have been exercised in part, the Company shall, at the time of
      delivery of the certificate or certificates representing the AIR Securities,
      deliver to Holder a new AIR evidencing the rights of Holder to purchase the
      unpurchased AIR Securities called for by this AIR, which new AIR shall in all
      other respects be identical with this AIR.

     

    iv. Rescission
      Rights.
      If the
      Company fails to deliver to the Holder a certificate or certificates
      representing the AIR Securities pursuant to this Section 2(e)(iv) by the AIR
      Security Delivery Date, then the Holder will have the right to rescind such
      exercise. 

     

    v. Charges,
      Taxes and Expenses.
      Issuance of certificates for AIR Securities shall be made without charge to
      the
      Holder for any issue or transfer tax or other incidental expense in respect
      of
      the issuance of such certificate, all of which taxes and expenses shall be
      paid
      by the Company, and such certificates shall be issued in the name of the Holder
      or in such name or names as may be directed by the Holder; provided,
      however,
      that in
      the event certificates for AIR Securities are to be issued in a name other
      than
      the name of the Holder, this AIR when surrendered for exercise shall be
      accompanied by the Assignment Form attached hereto duly executed by the Holder;
      and the Company may require, as a condition thereto, the payment of a sum
      sufficient to reimburse it for any transfer tax incidental thereto.

     

    vi. Closing
      of Books.
      The
      Company will not close its records in any manner which prevents the timely
      exercise of this AIR, pursuant to the terms hereof or the conversion of the
      AIR
      Securities pursuant to the terms hereof.

     


    
      
         

      

      
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    Section
      3. Certain
      Adjustments.

     

    a) Stock
      Dividends and Splits.
      If the
      Company, at any time while this AIR is outstanding: (A) pays a stock dividend
      or
      otherwise make a distribution or distributions on shares of its Common Stock
      or
      any other equity or equity equivalent securities payable in shares of Common
      Stock (which, for avoidance of doubt, shall not include any shares of Common
      Stock issued by the Company pursuant to the AIR Securities), (B) subdivides
      outstanding shares of Common Stock into a larger number of shares, (C) combines
      (including by way of reverse stock split) outstanding shares of Common Stock
      into a smaller number of shares, or (D) issues by reclassification of shares
      of
      the Common Stock any shares of capital stock of the Company, then in each case
      the AIR Conversion Price shall be multiplied by a fraction of which the
      numerator shall be the number of shares of Common Stock (excluding treasury
      shares, if any) outstanding before such event and of which the denominator
      shall
      be the number of shares of Common Stock outstanding after such event. Any
      adjustment made pursuant to this Section 3(a) shall become effective immediately
      after the record date for the determination of stockholders entitled to receive
      such dividend or distribution and shall become effective immediately after
      the
      effective date in the case of a subdivision, combination or
      re-classification.

     

    b) Subsequent
      Equity Sales.
      If the
      Company or any Subsidiary thereof, as applicable, at any time while this AIR
      is
      outstanding, shall offer, sell, grant any option to purchase or offer, sell
      or
      grant any right to reprice its securities, or otherwise dispose of or issue
      (or
      announce any offer, sale, grant or any option to purchase or other disposition)
      any Common Stock or Common Stock Equivalents entitling any Person to acquire
      shares of Common Stock, at an effective price per share less than the then
      AIR
      Conversion Price (such lower price, the “Base
      Share Price”
and
      such issuances collectively, a “Dilutive
      Issuance”),
      as
      adjusted hereunder (if the holder of the Common Stock or Common Stock
      Equivalents so issued shall at any time, whether by operation of purchase price
      adjustments, reset provisions, floating conversion, exercise or exchange prices
      or otherwise, or due to warrants, options or rights per share which is issued
      in
      connection with such issuance, be entitled to receive shares of Common Stock
      at
      an effective price per share which is less than the AIR Conversion Price, such
      issuance shall be deemed to have occurred for less than the AIR Conversion
      Price), then the AIR Conversion Prices shall be reduced to equal to the Base
      Share Price. Such adjustment shall be made whenever such Common Stock or Common
      Stock Equivalents are issued. The Company shall notify the Holder in writing,
      no
      later than the Trading Day following the issuance of any Common Stock or Common
      Stock Equivalents subject to this section, indicating therein the applicable
      issuance price, or of applicable reset price, exchange price, conversion price
      and other pricing terms (such notice the “Dilutive
      Issuance Notice”).
      For
      purposes of clarification, whether or not the Company provides a Dilutive
      Issuance Notice pursuant to this Section 3(b), upon the occurrence of any
      Dilutive Issuance, after the date of such Dilutive Issuance the Holder is
      entitled to receive a number of securities based upon the Base Share Price
      regardless of whether the Holder accurately refers to the Base Share Price
      in
      the Notice of Exercise. 

     


    
      
         

      

      
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    c) Pro
      Rata Distributions.
      If the
      Company, at any time while this AIR is outstanding, distributes to all holders
      of Common Stock (and not to Holders) evidences of its indebtedness or assets
      or
      rights or warrants to subscribe for or purchase any security other than the
      Common Stock (which shall be subject to Section 3(b), then in each such case
      the
      AIR Conversion Price shall be determined by multiplying such AIR Conversion
      Price in effect immediately prior to the record date fixed for determination
      of
      stockholders entitled to receive such distribution by a fraction of which the
      denominator shall be the Closing Price determined as of the record date
      mentioned above, and of which the numerator shall be such Closing Price on
      such
      record date less the then fair market value at such record date of the portion
      of such assets or evidence of indebtedness so distributed applicable to one
      outstanding share of the Common Stock as determined by the Board of Directors
      in
      good faith. In either case the adjustments shall be described in a statement
      provided to the Holder of the portion of assets or evidences of indebtedness
      so
      distributed or such subscription rights applicable to one share of Common Stock.
      Such adjustment shall be made whenever any such distribution is made and shall
      become effective immediately after the record date mentioned above.

     

    d) Calculations.
      All
      calculations and adjustments to the AIR Conversion Price under this Section
      3
      shall be made to the nearest cent or the nearest 1/100th of a share, as the
      case
      may be. For purposes of this Section 3, the number of shares of Common Stock
      outstanding as of a given date shall be the sum of the number of shares of
      Common Stock (excluding treasury shares, if any) outstanding.

     

    e) Notice
      to Holders.

     

    i. Adjustment
      to AIR Conversion Price.
      Whenever the AIR Conversion Price is adjusted pursuant to this Section 3, the
      Company shall promptly mail to each Holder a notice setting forth the AIR
      Conversion Price after such adjustment and setting forth a brief statement
      of
      the facts requiring such adjustment. 

     

    ii. Notice
      to Allow Exercise by Holder.
      If (A)
      the Company shall declare a dividend (or any other distribution) on the Common
      Stock; (B) the Company shall declare a special nonrecurring cash dividend on
      or
      a redemption of the Common Stock; (C) the Company shall authorize the granting
      to all holders of the Common Stock rights or warrants to subscribe for or
      purchase any shares of capital stock of any class or of any rights; (D) the
      approval of any stockholders of the Company shall be required in connection
      with
      any reclassification of the Common Stock, any consolidation or merger to which
      the Company is a party, any sale or transfer of all or substantially all of
      the
      assets of the Company, of any compulsory share exchange whereby the Common
      Stock
      is converted into other securities, cash or property; (E) the Company shall
      authorize the voluntary or involuntary dissolution, liquidation or winding
      up of
      the affairs of the Company; then, in each case, the Company shall cause to
      be
      mailed to the Holder at its last addresses as it shall appear upon the AIR
      Register of the Company, at least 20 calendar days prior to the applicable
      record or effective date hereinafter specified, a notice stating (x) the date
      on
      which a record is to be taken for the purpose of such dividend, distribution,
      redemption, rights or warrants, or if a record is not to be taken, the date
      as
      of which the holders of the Common Stock of record to be entitled to such
      dividend, distributions, redemption, rights or warrants are to be determined
      or
      (y) the date on which such reclassification, consolidation, merger, sale,
      transfer or share exchange is expected to become effective or close, and the
      date as of which it is expected that holders of the Common Stock of record
      shall
      be entitled to exchange their shares of the Common Stock for securities, cash
      or
      other property deliverable upon such reclassification, consolidation, merger,
      sale, transfer or share exchange; provided,
      that
      the failure to mail such notice or any defect therein or in the mailing thereof
      shall not affect the validity of the corporate action required to be specified
      in such notice. The Holder is entitled to exercise this AIR during the 20-day
      period commencing the date of such notice to the effective date of the event
      triggering such notice.

     


    
      
         

      

      
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    f) Fundamental
      Transaction.
      If, at
      any time while this AIR is outstanding, (A) the Company effects any merger
      or
      consolidation of the Company with or into another Person, (B) the Company
      effects any sale of all or substantially all of its assets in one or a series
      of
      related transactions, (C) any tender offer or exchange offer (whether by the
      Company or another Person) is completed pursuant to which holders of Common
      Stock are permitted to tender or exchange their shares for other securities,
      cash or property, or (D) the Company effects any reclassification of the Common
      Stock or any compulsory share exchange pursuant to which the Common Stock is
      effectively converted into or exchanged for other securities, cash or property
      (in any such case, a “Fundamental
      Transaction”),
      then,
      upon any subsequent exercise of this AIR the Holder shall have the right to
      receive upon conversion or exercise of the AIR Securities, as applicable, for
      each AIR Conversion Share that would have been issuable upon such exercise
      and
      then subsequent conversion absent such Fundamental Transaction, at the option
      of
      the Holder, (a) upon conversion or exercise of the AIR Securities, shares of
      Common Stock of the successor or acquiring corporation or of the Company, if
      it
      is the surviving corporation, and Alternate Consideration receivable upon or
      as
      a result of such reorganization, reclassification, merger, consolidation or
      disposition of assets by a Holder of the number of shares of Common Stock for
      which the underlying AIR Securities are convertible immediately prior to such
      event or (b) cash equal to the value of this AIR as determined in accordance
      with the Black-Scholes option pricing formula (the “Alternate
      Consideration”).
      For
      purposes of any such deemed conversion, the determination of the AIR Conversion
      Price shall be appropriately adjusted to apply to such Alternate Consideration
      based on the amount of Alternate Consideration issuable in respect of one share
      of Common Stock in such Fundamental Transaction, and the Company shall apportion
      the AIR Conversion Price among the Alternate Consideration in a reasonable
      manner reflecting the relative value of any different components of the
      Alternate Consideration. If holders of Common Stock are given any choice as
      to
      the securities, cash or property to be received in a Fundamental Transaction,
      then the Holder shall be given the same choice as to the Alternate Consideration
      it receives upon any conversion or exercise of the AIR Securities underlying
      this AIR following such Fundamental Transaction. To the extent necessary to
      effectuate the foregoing provisions, any successor to the Company or surviving
      entity in such Fundamental Transaction shall issue to the Holder a new
      additional investment right consistent with the foregoing provisions and
      evidencing the Holder’s right to exercise such additional investment right
      ultimately into Alternate Consideration. The terms of any agreement pursuant
      to
      which a Fundamental Transaction is effected shall include terms requiring any
      such successor or surviving entity to comply with the provisions of this
      paragraph (f) and insuring that this AIR (or any such replacement security)
      will
      be similarly adjusted upon any subsequent transaction analogous to a Fundamental
      Transaction.

     


    
      
         

      

      
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    g) Exempt
      Issuance.
      Notwithstanding the foregoing, no adjustments, Alternate Consideration nor
      notices shall be made, paid or issued under this Section 3 in respect of (i)
      an
      Exempt Issuance other than an Exempt Issuance that involves an MFN Transaction
      or a Variable Rate Transaction for which the adjustment, Alternate Consideration
      and notice provision Section 3 shall be applicable, or (ii) issuances of up
      to,
      in the aggregate, the first 1,500,000 shares of Common Stock or Common Stock
      Equivalents (subject to adjustment for reverse and forward stock splits, stock
      dividends, stock combinations and other similar transactions of the Common
      Stock
      that occur after the date of this Agreement) to consultants of the Company
      in
      any 12 month period pursuant to a resolution duly adopted by a majority of
      the
      non-employee members of the Board of Directors of the Company or a majority
      of
      the members of a committee of non-employee directors established for such
      purpose.

     

    h) Voluntary
      Adjustment By Company.
      The
      Company may at any time during the term of this AIR reduce the then current
      AIR
      Conversion Price to any amount and for any period of time deemed appropriate
      by
      the Board of Directors of the Company.

     

    Section
      4. Transfer
      of AIR.

     

    a) Transferability.
      Subject
      to compliance with any applicable securities laws and the conditions set forth
      in Sections 5(a) and 4(e) hereof and to the provisions of Section 4.1 of the
      Purchase Agreement, this AIR and all rights hereunder are transferable, in
      whole
      or in part, upon surrender of this AIR at the principal office of the Company,
      together with a written assignment of this AIR substantially in the form
      attached hereto duly executed by the Holder or its agent or attorney and funds
      sufficient to pay any transfer taxes payable upon the making of such transfer.
      Upon such surrender and, if required, such payment, the Company shall execute
      and deliver a new AIR or AIRs in the name of the assignee or assignees and
      in
      the denomination or denominations specified in such instrument of assignment,
      and shall issue to the assignor a new AIR evidencing the portion of this AIR
      not
      so assigned, and this AIR shall promptly be cancelled. An AIR, if properly
      assigned, may be exercised by a new holder for the purchase of AIR Securities
      without having a new AIR issued. 

     

    b) New
      AIRs.
      This
      AIR may be divided or combined with other AIRs upon presentation hereof at
      the
      aforesaid office of the Company, together with a written notice specifying
      the
      names and denominations in which new AIRs are to be issued, signed by the Holder
      or its agent or attorney. Subject to compliance with Section 4(a), as to any
      transfer which may be involved in such division or combination, the Company
      shall execute and deliver a new AIR or AIRs in exchange for the AIR or AIRs
      to
      be divided or combined in accordance with such notice.

     


    
      
         

      

      
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    c) AIR
      Register.
      The
      Company shall register this AIR, upon records to be maintained by the Company
      for that purpose (the “AIR
      Register”),
      in
      the name of the record Holder hereof from time to time. The Company may deem
      and
      treat the registered Holder of this AIR as the absolute owner hereof for the
      purpose of any exercise hereof or any distribution to the Holder, and for all
      other purposes, absent actual notice to the contrary

     

    d) Transfer
      Restrictions.
      If,
      at the
time
      of
      the surrender of this AIR in connection with any transfer of this AIR, the
      transfer of this AIR shall not be registered pursuant to an effective
registration
      statement under the Securities Act
      and
under
      applicable state securities or blue sky laws, the Company may require, as a
      condition of allowing such transfer (i) that the Holder or transferee of this
      AIR, as the case may be, furnish to the Company a written opinion of counsel
      (which opinion shall be in form, substance and scope customary for opinions
      of
      counsel in comparable transactions) to the effect that such transfer may be
      made
      without
      registration under
      the
      Securities Act and under applicable state securities or blue sky laws, (ii)
      that
      the holder or transferee execute and deliver to the Company an investment letter
      in form and substance acceptable to the Company and (iii) that the transferee
      be
      an “accredited
      investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), or (a)(8)
      promulgated under the Securities Act or a qualified institutional buyer as
      defined in Rule 144A(a) under the Securities Act.

     

    Section
      5. Miscellaneous.

     

    a) Title
      to the Additional Investment Right.
      Prior
      to the Termination Date and subject to compliance with applicable laws and
      Section 4 of this AIR, this AIR and all rights hereunder are transferable,
      in
      whole or in part, at the office or agency of the Company by the Holder in person
      or by duly authorized attorney, upon surrender of this AIR together with the
      Assignment Form annexed hereto properly endorsed. The transferee shall sign
      an
      investment letter in form and substance reasonably satisfactory to the
      Company.

     

    b) No
      Rights as Shareholder Until Exercise.
      This
      AIR does not entitle the Holder to any voting rights or other rights as a
      shareholder of the Company prior to the exercise hereof. Upon the surrender
      of
      this AIR and the payment of the aggregate principal, the AIR Securities so
      purchased shall be and be deemed to be issued to such Holder as the record
      owner
      of such shares as of the close of business on the later of the date of such
      surrender or payment.

     

    c) Loss,
      Theft, Destruction or Mutilation of AIR.
      The
      Company covenants that upon receipt by the Company of evidence reasonably
      satisfactory to it of the loss, theft, destruction or mutilation of this AIR
      or
      any certificate relating to the AIR Securities, and in case of loss, theft
      or
      destruction, of indemnity or security reasonably satisfactory to it (which,
      in
      the case of the AIR, shall not include the posting of any bond), and upon
      surrender and cancellation of such AIR or certificate, if mutilated, the Company
      will make and deliver a new AIR or certificate of like tenor and dated as of
      such cancellation, in lieu of such AIR or certificate.

     


    
      
         

      

      
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    d) Saturdays,
      Sundays, Holidays, etc.
      If the
      last or appointed day for the taking of any action or the expiration of any
      right required or granted herein shall be a Saturday, Sunday or a legal holiday,
      then such action may be taken or such right may be exercised on the next
      succeeding day not a Saturday, Sunday or legal holiday.

     

    e) Authorized
      Shares.
      

     

    The
      Company covenants that during the period the AIR is outstanding, it will reserve
      from its authorized and unissued Common Stock a sufficient number of shares
      to
      provide for the issuance of the shares of Common Stock issuable upon conversion
      and exercise, as applicable, of the AIR Securities. The Company further
      covenants that its issuance of this AIR shall constitute full authority to
      its
      officers who are charged with the duty of executing certificates to execute
      and
      issue the necessary certificates for the AIR Securities upon the exercise of
      the
      purchase rights under this AIR. The Company will take all such reasonable action
      as may be necessary to assure that such AIR Securities and AIR Conversion Shares
      may be issued as provided herein without violation of any applicable law or
      regulation, or of any requirements of the Trading Market upon which the Common
      Stock may be listed. 

     

    Except
      and to the extent as waived or consented to by the Holder, the Company shall
      not
      by any action, including, without limitation, amending its certificate of
      incorporation or through any reorganization, transfer of assets, consolidation,
      merger, dissolution, issue or sale of securities or any other voluntary action,
      avoid or seek to avoid the observance or performance of any of the terms of
      this
      AIR or the AIR Securities, but will at all times in good faith assist in the
      carrying out of all such terms and in the taking of all such actions as may
      be
      necessary or appropriate to protect the rights of Holder as set forth in this
      AIR and the AIR Securities against impairment. Without limiting the generality
      of the foregoing, the Company will (a) take all such action as may be necessary
      or appropriate in order that the Company may validly and legally issue fully
      paid and nonassessable AIR Securities upon the exercise of this AIR and AIR
      Conversion Shares upon conversion and exercise of the AIR Securities, and (b)
      use commercially reasonable efforts to obtain all such authorizations,
      exemptions or consents from any public regulatory body having jurisdiction
      thereof as may be necessary to enable the Company to perform its obligations
      under this AIR and the AIR Securities.

     

    Before
      taking any action which would result in an adjustment in the AIR Securities
      for
      which this AIR is exercisable or in the AIR Conversion Price, the Company shall
      obtain all such authorizations or exemptions thereof, or consents thereto,
      as
      may be necessary from any public regulatory body or bodies having jurisdiction
      thereof.

     


    
      
         

      

      
        9

        
          

        

      

      
         

      

    


    


     

    f) Jurisdiction.
      All
      questions concerning the construction, validity, enforcement and interpretation
      of this AIR shall be determined in accordance with the provisions of the
      Purchase Agreement Amendment.

     

    g) Restrictions.
      The
      Holder acknowledges that the AIR Securities acquired upon the exercise of this
      AIR, if not registered, will have restrictions upon resale imposed by state
      and
      federal securities laws.

     

    h) Nonwaiver
      and Expenses.
      No
      course of dealing or any delay or failure to exercise any right hereunder on
      the
      part of Holder shall operate as a waiver of such right or otherwise prejudice
      Holder’s rights, powers or remedies, notwithstanding the fact that all rights
      hereunder terminate on the Termination Date. If the Company willfully and
      knowingly fails to comply with any provision of this AIR, which results in
      any
      material damages to the Holder, the Company shall pay to Holder such amounts
      as
      shall be sufficient to cover any costs and expenses including, but not limited
      to, reasonable attorneys’ fees, including those of appellate proceedings,
      incurred by Holder in collecting any amounts due pursuant hereto or in otherwise
      enforcing any of its rights, powers or remedies hereunder.

     

    i) Notices.
      Any
      notice, request or other document required or permitted to be given or delivered
      to the Holder by the Company shall be delivered in accordance with the notice
      provisions of the Purchase Agreement Amendment.

     

    j) Limitation
      of Liability.
      No
      provision hereof, in the absence of any affirmative action by Holder to exercise
      this AIR or purchase AIR Securities, and no enumeration herein of the rights
      or
      privileges of Holder, shall give rise to any liability of Holder for the
      purchase price of any Common Stock or as a stockholder of the Company, whether
      such liability is asserted by the Company or by creditors of the
      Company.

     

    k) Remedies.
      Holder,
      in addition to being entitled to exercise all rights granted by law, including
      recovery of damages, will be entitled to specific performance of its rights
      under this AIR. The Company agrees that monetary damages would not be adequate
      compensation for any loss incurred by reason of a breach by it of the provisions
      of this AIR and hereby agrees to waive the defense in any action for specific
      performance that a remedy at law would be adequate.

     

    l) Successors
      and Assigns.
      Subject
      to applicable securities laws, this AIR and the rights and obligations evidenced
      hereby shall inure to the benefit of and be binding upon the successors of
      the
      Company and the successors and permitted assigns of Holder. The provisions
      of
      this AIR are intended to be for the benefit of all Holders from time to time
      of
      this AIR and shall be enforceable by any such Holder or holder of AIR
      Securities.

     

    m) Amendment.
      This
      AIR may be modified or amended or the provisions hereof waived with the written
      consent of the Company and the Holder.

     

    n) Severability.
      Wherever possible, each provision of this AIR shall be interpreted in such
      manner as to be effective and valid under applicable law, but if any provision
      of this AIR shall be prohibited by or invalid under applicable law, such
      provision shall be ineffective to the extent of such prohibition or invalidity,
      without invalidating the remainder of such provisions or the remaining
      provisions of this AIR.

     


    
      
         

      

      
        10

        
          

        

      

      
         

      

    


    


     

    o) Headings.
      The
      headings used in this AIR are for the convenience of reference only and shall
      not, for any purpose, be deemed a part of this AIR.

     

    


    ********************

    


    IN
      WITNESS WHEREOF, the Company has caused this AIR to be executed by its officer
      thereunto duly authorized.

     

    Dated:
      January 20, 2006

     

    
      	 	
              GENEREX
                BIOTECHNOLOGY CORPORATION

               

            
	 	
              By:__________________________________________

              Name:
                Mark A. Fletcher

              Title:
                Executive Vice-President, General
                Counsel

            


    

    


     


    
      
         

      

      
        11

        
          

        

      

      
         

      

    


     

    NOTICE
      OF EXERCISE

    


    TO: GENEREX
      BIOTECHNOLOGY CORPORATION

    


    (1) The
      undersigned hereby elects to purchase $________ Principal Amount of AIR
      Debenture and Warrants to purchase _____ shares of Common Stock of Generex
      Biotechnology Corporation pursuant to the terms of the attached AIR and tenders
      herewith payment of the principal in full, together with all applicable transfer
      taxes, if any.

     

    (2) Payment
      shall take the form of (check applicable box) in lawful money of the United
      States; or

     

    (3) Please
      issue a certificate or certificates representing said AIR Securities in the
      name
      of the undersigned or in such other name as is specified below:

     

    _______________________________

     

    


    The
      AIR
      Securities shall be delivered to the following:

    


    _______________________________

     

    _______________________________

     

    _______________________________

    


    (4)
      Accredited
      Investor.
      The
      undersigned is an “accredited investor” as defined in Regulation D promulgated
      under the Securities Act of 1933, as amended.

    


    [SIGNATURE
      OF HOLDER]

     

    Name
      of
      Investing Entity:
      ________________________________________________________________________

    Signature
      of Authorized Signatory of Investing Entity:
      _________________________________________________

    Name
      of
      Authorized Signatory:
      ___________________________________________________________________

    Title
      of
      Authorized Signatory:
      ____________________________________________________________________

    Date:
      ________________________________________________________________________________________

    


    


    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


     

    ASSIGNMENT
      FORM

    


    (To
      assign the foregoing warrant, execute

    this
      form
      and supply required information. 

    Do
      not
      use this form to exercise the warrant.)

    


    


    


    FOR
      VALUE
      RECEIVED, the foregoing AIR and all rights evidenced thereby are hereby assigned
      to

     

    


    _______________________________________________
      whose address is

    


    _______________________________________________________________.

    


    


    


    _______________________________________________________________

    


    Dated:
      ______________, _______

    


    


    Holder’s
      Signature: _____________________________

    


    Holder’s
      Address: _____________________________

     

    _____________________________

    


    


    


    Signature
      Guaranteed: ___________________________________________

    


    


    NOTE:
      The
      signature to this Assignment Form must correspond with the name as it appears
      on
      the face of the AIR, without alteration or enlargement or any change whatsoever,
      and must be guaranteed by a bank or trust company. Officers of corporations
      and
      those acting in a fiduciary or other representative capacity should file proper
      evidence of authority to assign the foregoing AIR.