Exhibit
      4.2


     

    EXHIBIT
      A

     

    NEITHER
      THESE SECURITIES NOR THE SECURITIES FOR WHICH THESE SECURITIES ARE 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 COMPLIANCE WITH APPLICABLE STATE
      SECURITIES OR BLUE SKY LAWS. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON
      EXERCISE OF THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE
      MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

    


     

    GENEREX
      BIOTECHNOLOGY CORPORATION.

     

    WARRANT
      

    

      
        	
                Warrant
                  No. [  ]

              	
                Dated:
                  June 1, 2006

              


      

    

     

    Generex
      Biotechnology Corporation, a Delaware corporation (the “Company”),
      hereby certifies that, for value received, [Name of Holder] or its registered
      assigns (the “Holder”),
      is
      entitled to purchase from the Company up to a total of
      [        ]1 
      shares
      of common stock, $0.001 par value per share (the “Common
      Stock”),
      of
      the Company (each such share, a “Warrant
      Share”
and
      all
      such shares, the “Warrant
      Shares”)
      at an
      exercise price equal to $2.45 per share (as adjusted from time to time as
      provided in Section
      9,
      the
“Exercise
      Price”),
      at
      any time and from time to time from and after the date hereof and through and
      including the date that is five years from the date of issuance hereof (the
      “Expiration
      Date”),
      and
      subject to the following terms and conditions. This Warrant (this “Warrant”)
      is one
      of a series of similar warrants issued pursuant to that certain Securities
      Purchase Agreement, dated as of June 1, 2006, by and among the Company and
      the
      Purchasers identified therein (the “Purchase
      Agreement”).
      All
      such warrants are referred to herein, collectively, as the “Warrants.”

     

    1.
       Definitions.
      In
      addition to the terms defined elsewhere in this Warrant, capitalized terms
      that
      are not otherwise defined herein have the meanings given to such terms in the
      Purchase Agreement.

     

    
      
        

      

    

    1 75%
      warrant coverage

    
 

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    2.
       Registration
      of Warrant.
      The
      Company shall register this Warrant, upon records to be maintained by the
      Company for that purpose (the “Warrant
      Register”),
      in
      the name of the record Holder hereof from time to time. The Company may deem
      and
      treat the registered Holder of this Warrant 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.

     

    3.
       Registration
      of Transfers.
      The
      Company shall register the assignment and transfer of any portion of this
      Warrant in the Warrant Register, upon surrender of this Warrant, with the Form
      of Assignment attached hereto on Annex
      B
      duly
      completed and signed, to the Transfer Agent or to the Company at its address
      specified herein. Upon any such registration or transfer, a new warrant to
      purchase Common Stock, in substantially the form of this Warrant (any such
      new
      warrant, a “New
      Warrant”),
      evidencing the portion of this Warrant so transferred shall be issued to the
      transferee and a New Warrant evidencing the remaining portion of this Warrant
      not so transferred, if any, shall be issued to the transferring Holder. The
      acceptance of the New Warrant by the transferee thereof shall be deemed the
      acceptance by such transferee of all of the rights and obligations of a holder
      of a Warrant.

     

    4.
       Exercise
      and Duration of Warrants.

     

    (a)
       This
      Warrant shall be exercisable by the registered Holder at any time and from
      time
      to time on or after the date hereof to and including the Expiration Date. At
      6:30 P.M., New York City time on the Expiration Date, the portion of this
      Warrant not exercised prior thereto shall be and become void and of no value;
      provided that, if the average of the Closing Prices for the five Trading Days
      immediately prior to (but not including) the Expiration Date exceeds the
      Exercise Price on the Expiration Date, then this Warrant shall be deemed to
      have
      been exercised in full (to the extent not previously exercised) on a “cashless
      exercise” basis at 6:30 P.M. New York City time on the Expiration Date if a
“cashless exercise” may occur at such time pursuant to Section 10 below.
      Notwithstanding anything to the contrary herein, the Expiration Date shall
      be
      extended for each day following the Effective Date that the Registration
      Statement is not effective. 

     

    (b)
       A
      Holder
      may exercise this Warrant by delivering to the Company (i) an exercise notice,
      in the form attached hereto on Annex
      A
      (the
“Exercise
      Notice”),
      appropriately completed and duly signed, and (ii) payment of the Exercise
      Price for the number of Warrant Shares as to which this Warrant is being
      exercised (which may take the form of a “cashless exercise” if so indicated in
      the Exercise Notice and if a “cashless exercise” may occur at such time pursuant
      to this Section 10 below), and the date such items are delivered to the Company
      (as determined in accordance with the notice provisions hereof) is an
“Exercise
      Date.”
The
      Holder shall not be required to deliver the original Warrant in order to effect
      an exercise hereunder. Execution and delivery of the Exercise Notice shall
      have
      the same effect as cancellation of the original Warrant and issuance of a New
      Warrant evidencing the right to purchase the remaining number of Warrant
      Shares.

     

    5.
       Delivery
      of Warrant Shares.
      

     

    (a)
       Upon
      exercise of this Warrant, the Company shall promptly (but in no event later
      than
      three Trading Days after the Exercise Date) issue or cause to be issued and
      cause to be delivered to or upon the written order of the Holder and in such
      name or names as the Holder may designate, a certificate for the Warrant Shares
      issuable upon such exercise, free of restrictive legends unless a registration
      statement covering the resale of the Warrant Shares and naming the Holder as
      a
      selling stockholder thereunder is not then effective and the Warrant Shares
      are
      not freely transferable without volume restrictions pursuant to Rule 144 under
      the Securities Act. The Holder, or any Person so designated by the Holder to
      receive Warrant Shares, shall be deemed to have become holder of record of
      such
      Warrant Shares as of the Exercise Date. The Company shall, upon request of
      the
      Holder, use its best efforts to deliver Warrant Shares hereunder electronically
      through the Depository Trust Corporation or another established clearing
      corporation performing similar functions.

     


    
      
         

      

      
        2

        
          

        

      

      
         

      

    


    (b)
       This
      Warrant is exercisable, either in its entirety or, from time to time, for a
      portion of the number of Warrant Shares. Upon surrender of this Warrant
      following one or more partial exercises, the Company shall issue or cause to
      be
      issued, at its expense, a New Warrant evidencing the right to purchase the
      remaining number of Warrant Shares.

     

    (c)
       In
      addition to any other rights available to a Holder, if the Company fails to
      deliver to the Holder a certificate representing Warrant Shares by the third
      Trading Day after the date on which delivery of such certificate is required
      by
      this Warrant, and if after such third Trading Day the Holder purchases (in
      an
      open market transaction or otherwise) shares of Common Stock to deliver in
      satisfaction of a sale by the Holder of the Warrant Shares that the Holder
      anticipated receiving from the Company (a “Buy-In”),
      then
      the Company shall, within three Trading Days after the Holder’s request and in
      the Holder’s discretion, either (i) pay cash to the Holder in an amount equal to
      the Holder’s total purchase price (including brokerage commissions, if any) for
      the shares of Common Stock so purchased (the “Buy-In
      Price”),
      at
      which point the Company’s obligation to deliver such certificate (and to issue
      such Common Stock) shall terminate, or (ii) promptly honor its obligation to
      deliver to the Holder a certificate or certificates representing such Common
      Stock and pay cash to the Holder in an amount equal to the excess (if any)
      of
      the Buy-In Price over the product of (A) such number of shares of Common Stock,
      times (B) the Closing Price on the date of the event giving rise to the
      Company’s obligation to deliver such certificate.

     

    (d)
       The
      Company’s obligations to issue and deliver Warrant Shares in accordance with the
      terms hereof are absolute and unconditional, irrespective of any action or
      inaction by the Holder to enforce the same, any waiver or consent with respect
      to any provision hereof, the recovery of any judgment against any Person or
      any
      action to enforce the same, or any setoff, counterclaim, recoupment, limitation
      or termination, or any breach or alleged breach by the Holder or any other
      Person of any obligation to the Company or any violation or alleged violation
      of
      law by the Holder or any other Person, and irrespective of any other
      circumstance which might otherwise limit such obligation of the Company to
      the
      Holder in connection with the issuance of Warrant Shares. Nothing herein shall
      limit a Holder’s right to pursue any other remedies available to it hereunder,
      at law or in equity including, without limitation, a decree of specific
      performance and/or injunctive relief with respect to the Company’s failure to
      timely deliver certificates representing shares of Common Stock upon exercise
      of
      the Warrant as required pursuant to the terms hereof.

     


    
      
         

      

      
        3

        
          

        

      

      
         

      

    


    6.
       Charges,
      Taxes and Expenses.
      Issuance and delivery of certificates for shares of Common Stock upon exercise
      of this Warrant shall be made without charge to the Holder for any issue or
      transfer tax, withholding tax, transfer agent fee or other incidental tax or
      expense in respect of the issuance of such certificates, all of which taxes
      and
      expenses shall be paid by the Company; provided, however, that the Company
      shall
      not be required to pay any tax which may be payable in respect of any transfer
      involved in the registration of any certificates for Warrant Shares or Warrants
      in a name other than that of the Holder or an Affiliate thereof. The Holder
      shall be responsible for all other tax liability that may arise as a result
      of
      holding or transferring this Warrant or receiving Warrant Shares upon exercise
      hereof.

     

    7.
       Replacement
      of Warrant.
      If this
      Warrant is mutilated, lost, stolen or destroyed, the Company shall issue or
      cause to be issued in exchange and substitution for and upon cancellation
      hereof, or in lieu of and substitution for this Warrant, a New Warrant, but
      only
      upon receipt of evidence reasonably satisfactory to the Company of such loss,
      theft or destruction and customary and reasonable indemnity, if
      requested.

     

    8.
       Reservation
      of Warrant Shares.
      The
      Company covenants that it will at all times reserve and keep available out
      of
      the aggregate of its authorized but unissued and otherwise unreserved Common
      Stock, solely for the purpose of enabling it to issue Warrant Shares upon
      exercise of this Warrant as herein provided, the number of Warrant Shares which
      are then issuable and deliverable upon the exercise of this entire Warrant,
      free
      from preemptive rights or any other contingent purchase rights of persons other
      than the Holder (taking into account the adjustments and restrictions of
Section
      9).
      The
      Company covenants that all Warrant Shares so issuable and deliverable shall,
      upon issuance and the payment of the applicable Exercise Price in accordance
      with the terms hereof, be duly and validly authorized, issued and fully paid
      and
      nonassessable. The Company will take all such action as may be necessary to
      assure that such shares of Common Stock may be issued as provided herein without
      violation of any applicable law or regulation, or of any requirements of any
      securities exchange or automated quotation system upon which the Common Stock
      may be listed.

     

    9.
       Certain
      Adjustments.
      The
      Exercise Price and number of Warrant Shares issuable upon exercise of this
      Warrant are subject to adjustment from time to time as set forth in this
Section
      9.

     

    (a)
       Stock
      Dividends and Splits.
      If the
      Company, at any time while this Warrant is outstanding, (i) pays a stock
      dividend on its Common Stock or otherwise makes a distribution on any class
      of
      capital stock that is payable in shares of Common Stock, (ii) subdivides
      outstanding shares of Common Stock into a larger number of shares, or (iii)
      combines outstanding shares of Common Stock into a smaller number of shares,
      then in each such case the Exercise Price shall be multiplied by a fraction
      of
      which the numerator shall be the number of shares of Common Stock outstanding
      immediately before such event and of which the denominator shall be the number
      of shares of Common Stock outstanding immediately after such event. Any
      adjustment made pursuant to clause (i) of this paragraph shall become effective
      immediately after the record date for the determination of stockholders entitled
      to receive such dividend or distribution, and any adjustment pursuant to clause
      (ii) or (iii) of this paragraph shall become effective immediately after the
      effective date of such subdivision or combination.

     


    
      
         

      

      
        4

        
          

        

      

      
         

      

    


    (b)
       Pro
      Rata Distributions.
      If the
      Company, at any time while this Warrant is outstanding, distributes to holders
      of Common Stock (i) evidences of its indebtedness, (ii) any security (other
      than
      a distribution of Common Stock covered by the preceding paragraph),
      (iii) rights or warrants to subscribe for or purchase any security, or (iv)
      any other asset (in each case, “Distributed
      Property”),
      then
      in each such case the Exercise Price in effect immediately prior to the record
      date fixed for determination of stockholders entitled to receive such
      distribution shall be adjusted (effective on such record date) to equal the
      product of such Exercise Price times a fraction of which the denominator shall
      be the average of the Closing Prices for the five Trading Days immediately
      prior
      to (but not including) such record date and of which the numerator shall be
      such
      average less the then fair market value of the Distributed Property distributed
      in respect of one outstanding share of Common Stock, as determined by the
      Company's independent certified public accountants that regularly examine the
      financial statements of the Company, (an “Appraiser”).
      In
      such event, the Holder, after receipt of the determination by the Appraiser,
      shall have the right to select an additional appraiser (which shall be a
      nationally recognized accounting firm), in which case such fair market value
      shall be deemed to equal the average of the values determined by each of the
      Appraiser and such appraiser. As an alternative to the foregoing adjustment
      to
      the Exercise Price, at the request of the Holder delivered before the 90th
      day
      after such record date, the Company will deliver to such Holder, within five
      Trading Days after such request (or, if later, on the effective date of such
      distribution), the Distributed Property that such Holder would have been
      entitled to receive in respect of the Warrant Shares for which this Warrant
      could have been exercised immediately prior to such record date. If such
      Distributed Property is not delivered to a Holder pursuant to the preceding
      sentence, then upon expiration of or any exercise of the Warrant that occurs
      after such record date, such Holder shall remain entitled to receive, in
      addition to the Warrant Shares otherwise issuable upon such exercise (if
      applicable), such Distributed Property.

     

    (c)
       Fundamental
      Transactions.
      If, at
      any time while this Warrant is outstanding, (i) the Company effects any merger
      or consolidation of the Company with or into another Person, (ii) the Company
      effects any sale of all or substantially all of its assets in one or a series
      of
      related transactions, (iii) 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 (iv) 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
      (other than as a result of a subdivision or combination of shares of Common
      Stock covered by Section 9(a) above) (in any such case, a “Fundamental
      Transaction”),
      then
      the Holder shall have the right thereafter to receive, upon exercise of this
      Warrant, the same amount and kind of securities, cash or property as it would
      have been entitled to receive upon the occurrence of such Fundamental
      Transaction if it had been, immediately prior to such Fundamental Transaction,
      the holder of the number of Warrant Shares then issuable upon exercise in full
      of this Warrant (the “Alternate
      Consideration”).
      The
      aggregate Exercise Price for this Warrant will not be affected by any such
      Fundamental Transaction, but the Company shall apportion such aggregate Exercise
      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
      exercise of this Warrant following such Fundamental Transaction. In the event
      of
      a Fundamental Transaction, the Company or the successor or purchasing Person,
      as
      the case may be, shall execute with the Holder a written agreement providing
      that:

    



    
      
         

      

      
        5

        
          

        

      

      
         

      

    


    (x)
       this
      Warrant shall thereafter entitle the Holder to purchase the Alternate
      Consideration in accordance with this section 9(c), 

    


    (y) in
      the
      case of any such successor or purchasing Person, upon such consolidation,
      merger, statutory exchange, combination, sale or conveyance such successor
      or
      purchasing Person shall be jointly and severally liable with the Company for
      the
      performance of all of the Company's obligations under this Warrant and the
      Purchase Agreement, and 

    


    (z) if
      registration or qualification is required under the Exchange Act or applicable
      state law for the public resale by the Holder of shares of stock and other
      securities so issuable upon exercise of this Warrant, such registration or
      qualification shall be completed prior to such reclassification, change,
      consolidation, merger, statutory exchange, combination or sale. 

    


    If,
      in
      the case of any Fundamental Transaction, the Alternate Consideration includes
      shares of stock, other securities, other property or assets of a Person other
      than the Company or any such successor or purchasing Person, as the case may
      be,
      in such Fundamental Transaction, then such written agreement shall also be
      executed by such other Person and shall contain such additional provisions
      to
      protect the interests of the Holder as the Board of Directors of the Company
      shall reasonably consider necessary by reason of the foregoing. At the Holder’s
      request, any successor to the Company or surviving entity in such Fundamental
      Transaction shall issue to the Holder a new warrant consistent with the
      foregoing provisions and evidencing the Holder’s right to purchase the Alternate
      Consideration for the aggregate Exercise Price upon exercise thereof. 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 (c) and insuring that the Warrant (or any
      such
      replacement security) will be similarly adjusted upon any subsequent transaction
      analogous to a Fundamental Transaction. If any Fundamental Transaction
      constitutes or results in a Change of Control, then at the request of the Holder
      delivered before the 90th day after such Fundamental Transaction, the Company
      (or any such successor or surviving entity) will purchase the Warrant from
      the
      Holder for a purchase price, payable in cash within five Trading Days after
      such
      request (or, if later, on the effective date of the Fundamental Transaction),
      equal to the Black-Scholes value of the remaining unexercised portion of this
      Warrant on the date of such request.

     

    (d)
       Subsequent
      Equity Sales.

     

    (i) If,
      at
      any time while this Warrant is outstanding, the Company or any Subsidiary issues
      additional shares of Common Stock or rights, warrants, options or other
      securities or debt convertible, exercisable or exchangeable for shares of Common
      Stock or otherwise entitling any Person to acquire shares of Common Stock
      (collectively, “Common
      Stock Equivalents”)
      at an
      effective net price to the Company per share of Common Stock (the “Effective
      Price”)
      less
      than the Exercise Price (as adjusted hereunder to such date), then the Exercise
      Price shall be reduced to equal the Effective Price. If, at any time while
      this
      Warrant is outstanding, the Company or any Subsidiary issues Common Stock or
      Common Stock Equivalents at an Effective Price greater than the Exercise Price
      (as adjusted hereunder to such date) but less than the average Closing Price
      over the five Trading Days prior to such issuance (the “Adjustment
      Price”),
      then
      the Exercise Price shall be reduced to equal the product of (A) the Exercise
      Price in effect immediately prior to such issuance of Common Stock or Common
      Stock Equivalents times (B) a fraction, the numerator of which is the sum of
      (1)
      the number of shares of Common Stock outstanding immediately prior to such
      issuance, plus (2) the number of shares of Common Stock which the aggregate
      Effective Price of the Common Stock issued (or deemed to be issued) would
      purchase at the Adjustment Price, and the denominator of which is the aggregate
      number of shares of Common Stock outstanding or deemed to be outstanding
      immediately after such issuance. For purposes of this paragraph, in connection
      with any issuance of any Common Stock Equivalents, (A) the maximum number of
      shares of Common Stock potentially issuable at any time upon conversion,
      exercise or exchange of such Common Stock Equivalents (the “Deemed
      Number”)
      shall
      be deemed to be outstanding upon issuance of such Common Stock Equivalents,
      (B)
      the Effective Price applicable to such Common Stock shall equal the minimum
      dollar value of consideration payable to the Company to purchase such Common
      Stock Equivalents and to convert, exercise or exchange them into Common Stock
      (net of any discounts, fees, commissions and other expenses), divided by the
      Deemed Number, and (C) no further adjustment shall be made to the Exercise
      Price
      upon the actual issuance of Common Stock upon conversion, exercise or exchange
      of such Common Stock Equivalents.

     


    
      
         

      

      
        6

        
          

        

      

      
         

      

    


    (ii) If,
      at
      any time while this Warrant is outstanding, the Company or any Subsidiary issues
      Common Stock Equivalents with an Effective Price or a number of underlying
      shares that floats or resets or otherwise varies or is subject to adjustment
      based (directly or indirectly) on market prices of the Common Stock (a
“Floating
      Price Security”),
      then
      for purposes of applying the preceding paragraph in connection with any
      subsequent exercise, the Effective Price will be determined separately on each
      Exercise Date and will be deemed to equal the lowest Effective Price at which
      any holder of such Floating Price Security is entitled to acquire Common Stock
      on such Exercise Date (regardless of whether any such holder actually acquires
      any shares on such date).

     

    (iii) Notwithstanding
      the foregoing, no adjustment will be made under this paragraph (d) in respect
      of
      any Excluded Stock.

     

    (e)
       Number
      of Warrant Shares.
      Simultaneously with any adjustment to the Exercise Price pursuant to paragraphs
      (a), (b) or (d) of this Section, the number of Warrant Shares that may be
      purchased upon exercise of this Warrant shall be increased or decreased
      proportionately, so that after such adjustment the aggregate Exercise Price
      payable hereunder for the increased or decreased number of Warrant Shares shall
      be the same as the aggregate Exercise Price in effect immediately prior to
      such
      adjustment.

     


    
      
         

      

      
        7

        
          

        

      

      
         

      

    


    (f)
       Calculations.
      All
      calculations under this Section
      9
      shall be
      made to the nearest cent or the nearest 1/100th of a share, as applicable.
      The
      number of shares of Common Stock outstanding at any given time shall not include
      shares owned or held by or for the account of the Company, and the disposition
      of any such shares shall be considered an issue or sale of Common
      Stock.

     

    (g)
       Notice
      of Adjustments.
      Upon
      the occurrence of each adjustment pursuant to this Section
      9,
      the
      Company at its expense will promptly compute such adjustment in accordance
      with
      the terms of this Warrant and prepare a certificate setting forth such
      adjustment, including a statement of the adjusted Exercise Price and adjusted
      number or type of Warrant Shares or other securities issuable upon exercise
      of
      this Warrant (as applicable), describing the transactions giving rise to such
      adjustments and showing in detail the facts upon which such adjustment is based.
      Upon written request, the Company will promptly deliver a copy of each such
      certificate to the Holder and to the Company’s Transfer Agent.

     

    (h)
       Notice
      of Corporate Events.
      If the
      Company (i) declares a dividend or any other distribution of cash, securities
      or
      other property in respect of its Common Stock, including without limitation
      any
      granting of rights or warrants to subscribe for or purchase any capital stock
      of
      the Company or any Subsidiary, (ii) authorizes or approves, enters into any
      agreement contemplating or solicits stockholder approval for any Fundamental
      Transaction or (iii) authorizes the voluntary dissolution, liquidation or
      winding up of the affairs of the Company, then the Company shall deliver to
      the
      Holder a notice describing the material terms and conditions of such
      transaction, at least 20 calendar days prior to the applicable record or
      effective date on which a Person would need to hold Common Stock in order to
      participate in or vote with respect to such transaction, and the Company will
      take all steps reasonably necessary in order to insure that the Holder is given
      the practical opportunity to exercise this Warrant prior to such time so as
      to
      participate in or vote with respect to such transaction; provided, however,
      that
      the failure to deliver such notice or any defect therein shall not affect the
      validity of the corporate action required to be described in such notice.


     

    10.
       Payment
      of Exercise Price.
      The
      Holder shall pay the Exercise Price in immediately available funds; provided,
      however,
      that if
      the Registration Statement did not become effective on or before the Required
      Effectiveness Date and is not continuously effective through the Expiration
      Date, the Holder may satisfy its obligation to pay the Exercise Price through
      a
“cashless exercise,” until such time as the Registration Statement initially
      becomes effective or becomes effective after any lapse in effectiveness, in
      which event the Company shall issue to the Holder the number of Warrant Shares
      determined as follows:

     

    
      	 	
              X
                =
                Y [(A-B)/A]

            
	
              where:

            	 
	 	
              X
                =
                the number of Warrant Shares to be issued to the
                Holder.

            
	 	 
	 	
              Y
                =
                the number of Warrant Shares with respect to which this Warrant is
                being
                exercised.

            
	 	 
	 	
              A
                =
                the arithmetic average of the Closing Prices for the five Trading
                Days
                immediately prior to (but not including) the Exercise
                Date.

            
	 	 
	 	
              B
                =
                the Exercise Price.

            


    

    



    
      
         

      

      
        8

        
          

        

      

      
         

      

    


    


    For
      purposes of Rule 144 promulgated under the Securities Act, it is intended,
      understood and acknowledged that the Warrant Shares issued in a cashless
      exercise transaction shall be deemed to have been acquired by the Holder, and
      the holding period for the Warrant Shares shall be deemed to have commenced,
      on
      the date this Warrant was originally issued pursuant to the Purchase
      Agreement.

     

    11.
       Limitation
      on Exercise.
      (a)
      Notwithstanding anything to the contrary contained herein, the
      number of shares of Common Stock that may be acquired by the Holder upon any
      exercise of this Warrant (or otherwise in respect hereof) shall be limited
      to
      the extent necessary to insure that, following such exercise (or other
      issuance), the total number of shares of Common Stock then beneficially owned
      by
      such Holder and its Affiliates and any other Persons whose beneficial ownership
      of Common Stock would be aggregated with the Holder’s for purposes of Section
      13(d) of the Exchange Act, does not exceed 4.999% (the “Threshold
      Percentage”)
      or
      9.999% (the “Maximum
      Percentage”)
      of the
      total number of issued and outstanding shares of Common Stock (including for
      such purpose the shares of Common Stock issuable upon such
      exercise).
      For such
      purposes, beneficial ownership shall be determined in accordance with Section
      13(d) of the Exchange Act and the rules and regulations promulgated thereunder.
      Each delivery of an Exercise Notice hereunder will constitute a representation
      by the Holder that it has evaluated the limitations set forth in this paragraph
      and determined that issuance of the full number of Warrant Shares requested
      in
      such Exercise Notice is permitted under this paragraph. The Company’s obligation
      to issue shares of Common Stock in excess of the limitation referred to in
      this
      Section shall be suspended (and shall not terminate or expire notwithstanding
      any contrary provisions hereof) until such time, if any, as such shares of
      Common Stock may be issued in compliance with such limitation. By written notice
      to the Company, the Holder shall have the right (x) at any time and from time
      to
      time to reduce its Maximum Percentage immediately upon notice to the Company
      in
      the event and only to the extent that Section 16 of the Exchange Act or the
      rules promulgated thereunder (or any successor statute or rules) is changed
      to
      reduce the beneficial ownership percentage threshold thereunder to a percentage
      less than 9.999% and (y) at any time and from time to time, to waive the
      provisions of this Section insofar as they relate to the Threshold Percentage
      or
      to increase or decrease its Threshold Percentage (but not in excess of the
      Maximum Percentage) unless the Holder shall have, by written instrument
      delivered to the Company, irrevocably waived its rights to so increase or
      decrease its Threshold Percentage, but (i) any such waiver, increase or decrease
      will not be effective until the 61st day after such notice is delivered to
      the
      Company, and (ii) any such waiver or increase or decrease will apply only to
      the
      Holder and not to any other holder of Warrants.

     

    (b) Notwithstanding
      anything to the contrary contained herein, if the Trading Market is the NASDAQ
      SmallCap Market or any other market or exchange with similar applicable rules,
      then the maximum number of shares of Common Stock that the Company may issue
      pursuant to the Transaction Documents at an effective purchase price less than
      the Closing Price on the Trading Day immediately preceding the Closing Date
      equals 19.99% of the outstanding shares of Common Stock immediately preceding
      the Closing Date (the “Issuable
      Maximum”),
      unless the Company obtains stockholder approval in accordance with the rules
      and
      regulations of such Trading Market. If, at the time any Holder requests an
      exercise of any of the Warrants, the Actual Minimum (excluding any shares issued
      or issuable at an effective purchase price in excess of the Closing Price on
      the
      Trading Day immediately preceding the Closing Date) exceeds the Issuable Maximum
      (and if the Company has not previously obtained the required stockholder
      approval), then the Company shall issue to the Holder requesting such exercise
      a
      number of shares of Common Stock not exceeding such Holder’s pro-rata portion of
      the Issuable Maximum (based on such Holder’s share (vis-à-vis other Holders) of
      the aggregate purchase price paid under the Purchase Agreement and taking into
      account any Warrant Shares previously issued to such Holder). For the purposes
      hereof, “Actual
      Minimum”
shall
      mean, as of any date, the maximum aggregate number of shares of Common Stock
      then issued or potentially issuable in the future pursuant to the Transaction
      Documents, including any Underlying Shares issuable upon exercise in full of
      all
      Warrants, without giving effect to (x) any limits on the number of shares of
      Common Stock that may be owned by a Holder at any one time, or (y) any
      additional Underlying Shares that could be issuable as a result of any future
      possible adjustments made under Section 9(d).


    
      
         

      

      
        9

        
          

        

      

      
         

      

    


    


    12.
       Fractional
      Shares.
      The
      Company shall not be required to issue or cause to be issued fractional Warrant
      Shares on the exercise of this Warrant. If any fraction of a Warrant Share
      would, except for the provisions of this Section, be issuable upon exercise
      of
      this Warrant, the number of Warrant Shares to be issued will be rounded up
      to
      the nearest whole share.

     

    13.
       Notices.
      Any and
      all notices or other communications or deliveries hereunder (including without
      limitation any Exercise Notice) shall be in writing and shall be deemed given
      and effective on the earliest of (i) the date of transmission, if such notice
      or
      communication is delivered via facsimile at the facsimile number specified
      in
      this Section prior to 6:30 p.m. (New York City time) on a Trading Day, (ii)
      the
      next Trading Day after the date of transmission, if such notice or communication
      is delivered via facsimile at the facsimile number specified in this Section
      on
      a day that is not a Trading Day or later than 6:30 p.m. (New York City time)
      on
      any Trading Day, (iii) the Trading Day following the date of mailing, if sent
      by
      a nationally recognized overnight courier service, or (iv) upon actual receipt
      by the party to whom such notice is required to be given. The address for such
      notices or communications shall be as set forth in the Purchase
      Agreement.

     

    14.
       Warrant
      Agent.
      The
      Company shall serve as warrant agent under this Warrant. Upon 30 days' notice
      to
      the Holder, the Company may appoint a new warrant agent. Any corporation into
      which the Company or any new warrant agent may be merged or any corporation
      resulting from any consolidation to which the Company or any new warrant agent
      shall be a party or any corporation to which the Company or any new warrant
      agent transfers substantially all of its corporate trust or stockholders
      services business shall be a successor warrant agent under this Warrant without
      any further act. Any such successor warrant agent shall promptly cause notice
      of
      its succession as warrant agent to be mailed (by first class mail, postage
      prepaid) to the Holder at the Holder's last address as shown on the Warrant
      Register.

     


    
      
         

      

      
        10

        
          

        

      

      
         

      

    

     

    15.
       Miscellaneous.


    (a)
       Subject
      to the restrictions on transfer set forth on the first page hereof, this Warrant
      may be assigned by the Holder. This Warrant may not be assigned by the Company
      except to a successor in the event of a Fundamental Transaction. This Warrant
      shall be binding on and inure to the benefit of the parties hereto and their
      respective successors and assigns. Subject to the preceding sentence, nothing
      in
      this Warrant shall be construed to give to any Person other than the Company
      and
      the Holder any legal or equitable right, remedy or cause of action under this
      Warrant. This Warrant may be amended only in writing signed by the Company
      and
      the Holder and their successors and assigns.

     

    (b)
       The
      Company will not, by amendment of its governing documents 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 Warrant, but will at
      all
      times in good faith assist in the carrying out of all such terms and in the
      taking of all such action as may be necessary or appropriate in order to protect
      the rights of the Holder against impairment. Without limiting the generality
      of
      the foregoing, the Company (i) will not increase the par value of any Warrant
      Shares above the amount payable therefor on such exercise, (ii) will take all
      such action as may be reasonably necessary or appropriate in order that the
      Company may validly and legally issue fully paid and nonassessable Warrant
      Shares on the exercise of this Warrant, and (iii) will not close its stockholder
      books or records in any manner which interferes with the timely exercise of
      this
      Warrant.

     

    (c)
       Governing
      Law; Venue; Waiver Of Jury Trial.
      all
      questions concerning the construction, validity, enforcement and interpretation
      of this warrant shall be governed by and construed and enforced in accordance
      with the laws of the state of new york. each party hereby irrevocably submits
      to
      the exclusive jurisdiction of the state and federal courts sitting in the city
      of new york, borough of manhattan, for the adjudication of any dispute hereunder
      or in connection herewith or with any transaction contemplated hereby or
      discussed herein (including with respect to the enforcement of any of the
      transaction documents), and hereby irrevocably waives, and agrees not to assert
      in any suit, action or proceeding, any claim that it is not personally subject
      to the jurisdiction of any such court, that such suit, action or proceeding
      is
      improper. each party hereby irrevocably waives personal service of process
      and
      consents to process being served in any such suit, action or proceeding by
      mailing a copy thereof via registered or certified mail or overnight delivery
      (with evidence of delivery) to such party at the address in effect for notices
      to it under this agreement and agrees that such service shall constitute good
      and sufficient service of process and notice thereof. nothing contained herein
      shall be deemed to limit in any way any right to serve process in any manner
      permitted by law. the company hereby waives all rights to a trial by
      jury.

     

    (d)
       The
      headings herein are for convenience only, do not constitute a part of this
      Warrant and shall not be deemed to limit or affect any of the provisions
      hereof.

     

    (e)
       In
      case
      any one or more of the provisions of this Warrant shall be invalid or
      unenforceable in any respect, the validity and enforceability of the remaining
      terms and provisions of this Warrant shall not in any way be affected or
      impaired thereby and the parties will attempt in good faith to agree upon a
      valid and enforceable provision which shall be a commercially reasonable
      substitute therefor, and upon so agreeing, shall incorporate such substitute
      provision in this Warrant.

     

    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK,

    SIGNATURE
      PAGE FOLLOWS]

     


    
      
         

      

      
        11

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by
      its
      authorized officer as of the date first indicated above.

     

    
      	 	 
	 	
              GENEREX
                BIOTECHNOLOGY CORPORATION

            
	 	 
	 	 
	 	
              By:
                ______________________________

            
	 	
              Name:
                ____________________________

            
	 	
              Title:
                _____________________________

            


    

    


      
        
           

        

        
          12

          
            

          

        

        
           

        

      

    

     

    ANNEX
      A

     

    FORM
      OF
      EXERCISE NOTICE

     

    (To
      be
      executed by the Holder to exercise the right to purchase shares of Common Stock
      under the foregoing Warrant)

     

    To:
      GENEREX
      BIOTECHNOLOGY
      CORPORATION

     

    The
      undersigned is the Holder of Warrant No. _______ (the “Warrant”)
      issued
      by Generex Biotechnology Corporation, a Delaware corporation (the “Company”).
      Capitalized terms used herein and not otherwise defined have the respective
      meanings set forth in the Warrant.

     

    
      	
              1.
                

            	
              The
                Warrant is currently exercisable to purchase a total of ______________
                Warrant Shares.

            


    

     

    
      	
              2.
                

            	
              The
                undersigned Holder hereby exercises its right to purchase
                _________________ Warrant Shares pursuant to the
                Warrant.

            


    

     

    
      	
              3.
                

            	
              The
                Holder intends that payment of the Exercise Price shall be made as
                (check
                one):

            


    

     

    ____ “Cash
      Exercise” under Section 10

     

    ____ “Cashless
      Exercise” under Section 10 (if permitted)

     

    
      	
              4.
                

            	
              If
                the holder has elected a Cash Exercise, the holder shall pay the
                sum of
                $____________ to the Company in accordance with the terms of the
                Warrant.

            


    

     

    
      	
              5.
                

            	
              Pursuant
                to this exercise, the Company shall deliver to the holder _______________
                Warrant Shares in accordance with the terms of the
                Warrant.

            


    

     

    
      	
              6.
                

            	
              Following
                this exercise, the Warrant shall be exercisable to purchase a total
                of
                ______________ Warrant Shares.

            


    

     

    
      	 	 
	 	 
	
              Dated:
                ________________,
                _____

            	
              Name
                of Holder:

            
	 	 
	 	
              (Print)
                ____________________________________

            
	 	 
	 	
              By:_______________________________________

            
	 	
              Name:_____________________________________

            
	 	
              Title:______________________________________

            
	 	 
	 	
              (Signature
                must conform in all respects to name of holder as specified on the
                face of
                the Warrant)

            


    


    
      
         

      

      
        
        

        
          

        

      

      
         

      

    


    ANNEX
      B

     

    FORM
      OF
      ASSIGNMENT

     

    [To
      be
      completed and signed only upon transfer of Warrant]

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sells, assigns and transfers unto
      ________________________________ the right represented by the within Warrant
      to
      purchase ____________ shares of Common Stock of Generex Biotechnology
      Corporation to which the within Warrant relates and appoints ________________
      attorney to transfer said right on the books of Generex Biotechnology
      Corporation with full power of substitution in the premises.

     

    
      	 	 
	 	 
	
              
                Dated:
                  ________________,
                  _____

              

            	 
	 	______________________________________ 
	 	 
	 	
              (Signature
                must conform in all respects to name of holder as specified on the
                face of
                the Warrant)

            
	 	 
	 	______________________________________ 
	 	
              Address
                of Transferee

            
	 	 
	 	______________________________________ 
	 	 
	 	______________________________________ 
	 	 
	 	 
	
              In
                the presence of:

            	 
	 	 
	___________________________