Unassociated Document


    

      Exhibit
        4.25.4

      


      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 $500,000 Principal Amount of 6% Convertible Debentures and
        Warrants

      


      Generex
        Biotechnology Corporation

      


      THIS
        ADDITIONAL INVESTMENT RIGHT (the “AIR”)
        certifies that, for value received, _____________
        (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
        $500,000 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 $0.82 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 $0.82, 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. 1 to Securities Purchase Agreement
        and
        Registration Rights Agreement dated June 16, 2005 (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.
        At any
        time after Shareholder Approval has been obtained, 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. 

      


      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.

      


      
        
          
          

        

        
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      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
        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. 

      


      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.

      


      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

      


      
        
          
          

        

        
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      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.

      


      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.

      


      
        
          
          

        

        
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      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.

      


      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.

      


      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

      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.

      


      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.

      


      


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

      


      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

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

      


      


      Dated:
        June 17, 2005

       

      
        	 	 	 
	 	
                GENEREX
                  BIOTECHNOLOGY CORPORATION

              
	 
 	 
 	 
 
	 	By:  	 
	 	
                

              
	 	
                Name:

                Title: 

              


      

       

       

      
        
          
          

        

        
          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.