Exhibit
4.21.2
 **WARRANT**
 
 
 THE
SECURITIES REPRESENTED BY THIS WARRANT AND SECURITIES ISSUABLE UPON EXERCISE OF
THIS WARRANT HAVE BEEN ISSUED PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. THE
SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE,
SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT AND APPLICABLE STATE
SECURITIES LAWS OR AN OPINION OF COUNSEL IN FORM REASONABLY ACCEPTABLE TO THE
ISSUER THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT. ANY SUCH
OFFER, SALE, ASSIGNMENT OR TRANSFER MUST ALSO COMPLY WITH THE APPLICABLE STATE
SECURITIES LAWS.
 
 
 **Generex
Biotechnology Corporation**
 **Warrant
To Purchase Common Stock**
 
 Warrant No.: 2005_____
    Number of Shares: 1,219,512Date of Original Issuance: April 28,
      2005
 
 Generex
Biotechnology Corporation, a Delaware corporation (the **“Company”** ), hereby
certifies that, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, Cranshire Capital, L.P., the registered holder
hereof or its permitted assigns, is entitled, subject to the terms set forth
below, to purchase from the Company upon surrender of this Warrant, at any time
or times on or after the date hereof, but not after 11:59 P.M. Eastern Time on
the Expiration Date (as defined herein) 1,219,512 fully paid nonassessable
shares of Common Stock (as defined herein) of the Company (the **“Warrant
Shares”** ) at the
purchase price per share provided in Section 1(b) below.
 
 Section
1.
 
 (a)  Note . This
Warrant is one of a series of Warrants (the “ **Warrants** ”) issued
pursuant to the terms of one or more Promissory Note and Agreements pursuant to
which the Company has borrowed funds and issued securities including this
Warrant between March 28, 2005 and April 6, 2005 (collectively, the
“ **Note** ”).
 
 (b)  Definitions . The
following words and terms as used in this Warrant shall have the following
meanings:
 
 
 (i)  **“Approved
Stock Plan”** shall
mean any employee benefit plan as defined in Rule 405 under the Securities Act
which has been approved by the Board of Directors of the Company, pursuant to
which the Company’s securities may be issued to any employee, officer, director,
consultant or other service provider for services provided to the
Company.
 
 (ii)  **“Common
Stock”** means
(i) the Company’s common stock, $.001 par value per share, and
(ii) any capital stock into which such Common Stock shall have been changed
or any capital stock resulting from a reclassification of such Common
Stock.
 
 (iii)  “ **Conversion
Entitlement** ” shall
have the meaning ascribed to it in the Note.
 
 (iv)  **“Convertible
Securities”** means
any stock or securities (other than Options) directly or indirectly convertible
into or exchangeable for Common Stock.
 
 (v)  **“Expiration
Date”** means
April 27, 2010.
 
 (vi)  **“Options”** means
any rights, warrants, or options to subscribe for or purchase Common Stock or
Convertible Securities.
 
 (vii)  **“Person”** means an
individual, a limited liability company, a partnership, a joint venture, a
corporation, a trust, an unincorporated organization and a government or any
department or agency thereof.
 
 (viii)  **“Principal
Market”** means
the Nasdaq National Market or Nasdaq Small-Cap Market.
 
 (ix)  **“Securities
Act”** means
the Securities Act of 1933, as amended.
 
 (x)  **“Warrant”** means
this Warrant and all Warrants issued in exchange, transfer or replacement of any
thereof.
 
 (xi)  **“Warrant
Exercise Price”** shall be
$0.82 per common share, subject to adjustment as hereinafter
provided.
 
 Section
2.  Exercise
of Warrant .
 
 (a)  Subject
to the terms and conditions hereof, this Warrant may be exercised by the holder
hereof then registered on the books of the Company, in whole or in part, at any
time on any business day on or after the opening of business on the date hereof
and prior to 11:59 P.M. Eastern Time on the Expiration Date by (i) delivery
of a written notice, in the form of the subscription notice attached as Exhibit
A hereto
(the **“Exercise
Notice”** ), of
such holder’s election to exercise this Warrant, which notice shall specify the
number of Warrant Shares to be purchased, (ii) payment to the Company of an
amount equal to the Warrant Exercise Price multiplied by the number of Warrant
Shares as to which this Warrant is being exercised (plus any applicable issue or
transfer taxes) (the **“Aggregate
Exercise Price”** ) in cash
or by check or wire transfer; and (iii) the surrender to a common carrier
for delivery to the Company as soon as practicable following such date, this
Warrant (or an indemnification undertaking with respect to this Warrant in the
case of its loss, theft or destruction); provided, that if such Warrant Shares
are to be issued in any name other than that of the registered holder of this
Warrant, such issuance shall be deemed a transfer and the provisions of Section
7 shall be applicable. In the event of any exercise of the rights represented by
this Warrant in compliance with this Section 2(a), a certificate or certificates
for the Warrant Shares so purchased, in such denominations as may be requested
by the holder hereof and registered in the name of, or as directed by, the
holder, shall be issued as soon as practicable, and in no event later than five
(5) business days after the Company’s receipt of the Exercise Notice, the
Aggregate Exercise Price and this Warrant (or an indemnification undertaking
with respect to this Warrant in the case of its loss, theft or destruction), and
deliver the same at the Company’s expense to, or as directed by, such holder.
Upon delivery of the Exercise Notice and Aggregate Exercise Price referred to in
clause (ii) above, the holder of this Warrant shall be deemed for all corporate
purposes to have become the holder of record of the Warrant Shares with respect
to which this Warrant has been exercised, irrespective of the date of delivery
of this Warrant as required by clause (iii) above or the certificates evidencing
such Warrant Shares. In the case of a dispute as to the determination of the
Warrant Exercise Price, the Company shall promptly issue to the holder the
number of shares of Common Stock that is not disputed and shall submit the
disputed determinations or arithmetic calculations to the holder via facsimile
within five (5) business days of receipt of the holder’s subscription
notice.
 
 2
 (b)  Unless
the rights represented by this Warrant shall have expired or shall have been
fully exercised, the Company shall, as soon as practicable and in no event later
than five (5) business days after any exercise and at its own expense, issue a
new Warrant identical in all respects to this Warrant exercised except it shall
represent rights to purchase the number of Warrant Shares purchasable
immediately prior to such exercise under this Warrant exercised, less the number
of Warrant Shares with respect to which such Warrant is exercised.
 
 (c)  Notwithstanding
anything in this Warrant to the contrary, in no event shall the holder of this
Warrant be entitled to exercise a number of Warrant Shares (or portions thereof)
to the extent that after giving effect to any such exercise the holder (together
with its affiliates) would beneficially own in excess of 9.99% of the number of
shares of Common Stock outstanding immediately after giving effect to such
exercise (not including shares of Common Stock issuable upon (a) exercise of any
remainder of the Conversion Entitlement or any remainder of the Warrant, or (b)
conversion or exercise of the non-converted or unexercised portion of any other
securities of the Company subject to a limitation on conversion or exercise
analogous to the limitation contained herein beneficially owned by the holder or
any of its affiliates). For purposes of the immediately preceding sentence,
beneficial ownership shall be determined in accordance with Regulation 13D-G of
the Securities Exchange Act of 1934, as amended, except as otherwise provided in
clauses (a) and (b) of the preceding sentence. To the extent the foregoing
limitation applies, the determination whether or not the Warrant is exercisable
and to what extent shall be in the sole discretion of the holder.
 
 Section
3.  Representations
and Covenants as to Common Stock . The
Company hereby represents and covenants as follows:
 
 (a)  This
Warrant is, and any Warrant issued in substitution for or replacement of this
Warrant will upon issuance be, duly authorized and validly issued.
  3
 (b)  All
Warrant Shares which may be issued upon the exercise of the rights represented
by this Warrant will, upon issuance, be validly issued, fully paid and
nonassessable and free from all taxes, liens and charges with respect to the
issue thereof.
 
 (c)  During
the period within which the rights represented by this Warrant may be exercised,
the Company will at all times have authorized and reserved at least 100% of the
number of shares of Common Stock needed to provide for the exercise of the
rights then represented by this Warrant and the par value of said shares will at
all times be less than or equal to the applicable Warrant Exercise
Price.
 
 (d)  The
Company shall promptly secure the listing of the shares of Common Stock issuable
upon exercise of this Warrant upon each national securities exchange or
automated quotation system, if any, upon which shares of Common Stock are then
listed (subject to official notice of issuance upon exercise of this Warrant)
and shall maintain, so long as any other shares of Common Stock shall be so
listed, such listing of all shares of Common Stock from time to time issuable
upon the exercise of this Warrant; and the Company shall so list on each
national securities exchange or automated quotation system, as the case may be,
and shall maintain such listing of, any other shares of capital stock of the
Company issuable upon the exercise of this Warrant if and so long as any shares
of the same class shall be listed on such national securities exchange or
automated quotation system.
 
 (e)  The
Company will not, by amendment of 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 to be observed or
performed by it hereunder, but will at all times in good faith assist in the
carrying out of all the provisions of this Warrant and in the taking of all such
action as may reasonably be requested by the holder of this Warrant in order to
protect the exercise privilege of the holder of this Warrant against dilution or
other impairment, consistent with the tenor and purpose of this Warrant will
take all such actions as may be necessary or appropriate in order that the
Company may validly and legally issue fully paid and nonassessable shares of
Common Stock upon the exercise of this Warrant.
 
 (f)  This
Warrant will be binding upon any entity succeeding to the Company by merger,
consolidation or acquisition of all or substantially all of the Company’s
assets.
 
 Section
4.  Taxes . The
Company shall pay any and all taxes which may be payable with respect to the
issuance and delivery of Warrant Shares upon exercise of this
Warrant.
 
 Section
5.  Warrant
Holder Not Deemed a Stockholder . Except
as otherwise specifically provided herein, no holder, as such, of this Warrant
shall be entitled to vote or receive dividends or be deemed the holder of shares
of the Company for any purpose, nor shall anything contained in this Warrant be
construed to confer upon the holder hereof, as such, any of the rights of a
stockholder of the Company or any right to vote, give or withhold consent to any
corporate action (whether any reorganization, issue of stock, reclassification
of stock, consolidation, merger, conveyance or otherwise), receive notice of
meetings, receive dividends or subscription rights, or otherwise, prior to the
issuance to the holder of this Warrant of the Warrant Shares which he or she is
then entitled to receive upon the due exercise of this Warrant. In addition,
nothing contained in this Warrant shall be construed as imposing any liabilities
on such holder to purchase any securities (upon exercise of this Warrant or
otherwise) or as a stockholder of the Company, whether such liabilities are
asserted by the Company or by creditors of the Company. Notwithstanding this
Section 5, the Company will provide the holder of this Warrant with copies of
the same notices and other information given to the stockholders of the Company
generally, contemporaneously with the giving thereof to the
stockholders.
 
 4
 Section
6.  Representations
of Holder .  The
holder of this Warrant, by the acceptance hereof, represents that it is
acquiring this Warrant and the Warrant Shares for its own account for investment
only and not with a view towards, or for resale in connection with, the public
sale or distribution of this Warrant or the Warrant Shares, except pursuant to
sales registered or exempted under the Securities Act; provided, however, that
by making the representations herein, the holder does not agree to hold this
Warrant or any of the Warrant Shares for any minimum or other specific term and
reserves the right to dispose of this Warrant and the Warrant Shares at any time
in accordance with or pursuant to a registration statement or an exemption under
the Securities Act. The holder of this Warrant further represents, by acceptance
hereof, that, as of this date, such holder is an “accredited investor” as such
term is defined in Rule 501(a)(1) of Regulation D promulgated by the
Securities and Exchange Commission under the Securities Act (an **“Accredited
Investor”** ).
 
 Section
7.  Ownership
and Transfer .
 
 (a)  The
Company shall maintain at its principal executive offices (or such other office
or agency of the Company as it may designate by notice to the holder hereof), a
register for this Warrant, in which the Company shall record the name and
address of the person in whose name this Warrant has been issued, as well as the
name and address of each transferee. The Company may treat the person in whose
name any Warrant is registered on the register as the owner and holder thereof
for all purposes, notwithstanding any notice to the contrary, but in all events
recognizing any transfers made in accordance with the terms of this
Warrant.
 
 (b)  This
Warrant and the rights granted to the holder hereof are transferable, in whole
or in part, upon surrender of this Warrant, together with a properly executed
warrant power in the form of Exhibit
B attached
hereto; provided, however, that any transfer or assignment shall be subject to
the conditions set forth in Section 7(c) below.
 
 (c)  The
holder of this Warrant understands that this Warrant has not been and is not
expected to be, registered under the Securities Act or any state securities
laws, and may not be offered for sale, sold, assigned or transferred unless
(i) subsequently registered thereunder, or (ii) the transferee is an
affiliated entity that is an Accredited Investor, or (iii) such holder
shall have delivered to the Company an opinion of counsel, in generally
acceptable form, to the effect that the securities to be sold, assigned or
transferred may be sold, assigned or transferred pursuant to Regulation S under
the Securities Act or to an exemption from such registration; provided that
(A) any sale of such securities made in reliance on Rule 144 promulgated
under the Securities Act may be made only in accordance with the terms of said
Rule and further, if said Rule is not applicable, any resale of such securities
under circumstances in which the seller (or the person through whom the sale is
made) may be deemed to be an underwriter (as that term is defined in the
Securities Act) may require compliance with some other exemption under the
Securities Act or the rules and regulations of the Securities and Exchange
Commission thereunder; and (B) neither the Company nor any other person is
under any obligation to register the Warrants under the Securities Act or any
state securities laws or to comply with the terms and conditions of any
exemption thereunder.
  5
 (d)  The
initial holder of this Warrant is entitled to certain piggyback registration
rights in respect of the Warrant Shares such that the Warrant Shares shall be
included on the next registration statement on Form S-2 or Form S-3 that the
Company files after the date hereof to register shares of Common Stock under the
Securities Act, other than any registration statement that the Company files to
register shares of Common Stock issuable pursuant to any employee benefit plan.
 
 Section
8.  Adjustment
of Warrant Exercise Price and Number of Shares . The
Warrant Exercise Price and the number of shares of Common Stock issuable upon
exercise of this Warrant shall be adjusted from time to time as
follows:
 
 (a)  Adjustment
of Warrant Exercise Price upon Subdivision or Combination of Common
Stock . If the
Company at any time after the date of issuance of this Warrant subdivides (by
any stock split, stock dividend, recapitalization or otherwise) one or more
classes of its outstanding shares of Common Stock into a greater number of
shares, the Warrant Exercise Price in effect immediately prior to such
subdivision will be proportionately reduced and the number of shares of Common
Stock obtainable upon exercise of this Warrant will be proportionately
increased. If the Company at any time after the date of issuance of this Warrant
combines (by combination, reverse stock split or otherwise) one or more classes
of its outstanding shares of Common Stock into a smaller number of shares, the
Warrant Exercise Price in effect immediately prior to such combination will be
proportionately increased and the number of shares of Common Stock obtainable
upon exercise of this Warrant will be proportionately decreased.
 
 (b)  Distribution
of Assets . If the
Company shall declare or make any dividend or other distribution of its assets
(or rights to acquire its assets) to holders of Common Stock, by way of return
of capital or otherwise (including, without limitation, any distribution of
cash, stock or other securities, property or options by way of a dividend, spin
off, reclassification, corporate rearrangement or other transaction) (a
“ **Distribution** ”), at
any time after the issuance of this Warrant, then, in each such
case:
 
 (i)  the
Warrant Exercise Price in effect immediately prior to the close of business on
the record date fixed for the determination of holders of Common Stock entitled
to receive the Distribution shall be reduced, effective as of the close of
business on such record date, to a price determined by multiplying such Warrant
Exercise Price by a fraction of which (A) the numerator shall be the Closing bid
price on the trading day immediately preceding such record date minus the value
of the Distribution (as determined in good faith by the Company’s Board of
Directors) applicable to one share of Common Stock, and (B) the denominator
shall be the Closing bid price on the trading day immediately preceding such
record date; and
 
 (ii)  either
(A) the number of Warrant Shares obtainable upon exercise of this Warrant shall
be increased to a number of shares equal to the number of shares of Common Stock
obtainable immediately prior to the close of business on the record date fixed
for the determination of holders of Common Stock entitled to receive the
Distribution multiplied by the reciprocal o f the
fraction set forth in the immediately preceding clause (i), or (B) in the event
that the Distribution is of common stock of a company whose common stock is
traded on a national securities exchange or a national automated quotation
system, then the holder of this Warrant shall receive an additional warrant to
purchase Common Stock, the terms of which shall be identical to those of this
Warrant, except that such warrant shall be exercisable into the amount of the
assets that would have been payable to the holder of this Warrant pursuant to
the Distribution had the holder exercised this Warrant immediately prior to such
record date and with an exercise price equal to the amount by which the exercise
price of this Warrant was decreased with respect to the Distribution pursuant to
the terms of the immediately preceding clause (i).
 
 6
 (c)  Certain
Events . If any
event occurs of the type contemplated by the provisions of this Section 8 but
not expressly provided for by such provisions (including, without limitation,
the granting of stock appreciation rights, phantom stock rights or other rights
with equity features), then the Company’s Board of Directors will make an
appropriate adjustment in the Warrant Exercise Price and the number of shares of
Common Stock obtainable upon exercise of this Warrant so as to protect the
rights of the holders of the Warrants; provided that no such adjustment will
increase the Warrant Exercise Price or decrease the number of shares of Common
Stock obtainable as otherwise determined pursuant to this Section
8.
 
 (d)  Notices .
 
 (i)  Immediately
upon any adjustment of the Warrant Exercise Price, the Company will give written
notice thereof to the holder of this Warrant, setting forth in reasonable
detail, and certifying, the calculation of such adjustment.
 
 (ii)  The
Company will give written notice to the holder of this Warrant at least twenty
(20) days prior to the date on which the Company closes its books or takes a
record (A) with respect to any dividend or distribution upon the Common
Stock, (B) with respect to any pro rata subscription offer to holders of
Common Stock or (C) for determining rights to vote with respect to any
Organic Change (as defined below), dissolution or liquidation, provided that
such information shall be made known to the public prior to or in conjunction
with such notice being provided to such holder.
 
 (iii)  The
Company will also give written notice to the holder of this Warrant at least
twenty (20) days prior to the date on which any Organic Change, dissolution or
liquidation will take place, provided that such information shall be made known
to the public prior to or in conjunction with such notice being provided to such
holder.
 
 Section
9.  Purchase
Rights; Reorganization, Reclassification, Consolidation, Merger or
Sale . (a) In
addition to any adjustments pursuant to Section 8 above, if at any time the
Company grants, issues or sells any Options, Convertible Securities or rights to
purchase stock, warrants, securities or other property pro rata to the record
holders of any class of Common Stock (the **“Purchase
Rights”** ), then
the holder of this Warrant will be entitled to acquire, upon the terms
applicable to such Purchase Rights, the aggregate Purchase Rights which such
holder could have acquired if such holder had held the number of shares of
Common Stock acquirable upon complete exercise of this Warrant immediately
before the date on which a record is taken for the grant, issuance or sale of
such Purchase Rights, or, if no such record is taken, the date as of which the
record holders of Common Stock are to be determined for the grant, issue or sale
of such Purchase Rights.
 
 7
 (b) Any
recapitalization, reorganization, reclassification, consolidation, merger, sale
of all or substantially all of the Company’s assets to another Person or other
transaction which is effected in such a way that holders of Common Stock are
entitled to receive (either directly or upon subsequent liquidation) stock,
securities or assets with respect to or in exchange for Common Stock is referred
to herein as **“Organic
Change.”** Prior to
the consummation of any (i) sale of all or substantially all of the Company’s
assets to an acquiring Person or (ii) other Organic Change following which the
Company is not a surviving entity, the Company will secure from the Person
purchasing such assets or the successor resulting from such Organic Change (in
each case, the **“Acquiring
Entity”** ) written
agreement (in form and substance satisfactory to the holders of Warrants
representing a majority of the shares of Common Stock obtainable upon exercise
of the Warrants then outstanding) to deliver to each holder of Warrants in
exchange for such Warrants, a security of the Acquiring Entity evidenced by a
written instrument substantially similar in form and substance to this Warrant
and satisfactory to the holders of the Warrants (including, an adjusted warrant
exercise price equal to the value for the Common Stock reflected by the terms of
such consolidation, merger or sale, and exercisable for a corresponding number
of shares of Common Stock acquirable and receivable upon exercise of the
Warrants, if the value so reflected is less than the Warrant Exercise Price in
effect immediately prior to such consolidation, merger or sale). Prior to the
consummation of any other Organic Change, the Company shall make appropriate
provision (in form and substance satisfactory to the holders of Warrants
representing a majority of the shares of Common Stock obtainable upon exercise
of the Warrants then outstanding) to insure that each of the holders of the
Warrants will thereafter have the right to acquire and receive in lieu of or in
addition to (as the case may be) the shares of Common Stock immediately
theretofore acquirable and receivable upon the exercise of such holder’s
Warrants, such shares of stock, securities or assets that would have been issued
or payable in such Organic Change with respect to or in exchange for the number
of shares of Common Stock which would have been acquirable and receivable upon
the exercise of such holder’s Warrant as of the date of such Organic Change
(without taking into account any limitations or restrictions on the
exercisability of this Warrant).
 
 Section
10.  Lost,
Stolen, Mutilated or Destroyed Warrant . If this
Warrant is lost, stolen, mutilated or destroyed, the Company shall, on receipt
of an indemnification undertaking, issue a new Warrant of like denomination and
tenor as this Warrant so lost, stolen, mutilated or destroyed.
 
 Section
11.  Notice . Any
notices, consents, waivers or other communications required or permitted to be
given under the terms of this Warrant must be in writing and will be deemed to
have been delivered: (i) upon receipt, when delivered personally; (ii) upon
receipt, when sent by facsimile (provided confirmation of transmission is
mechanically or electronically generated and kept on file by the sending party);
(iii) upon receipt, when sent by e-mail (provided that the transmission is
electronically tracked and the results of tracking kept on file by the sending
party); or (iv) one business day after deposit with a nationally recognized
overnight delivery service, in each case properly addressed to the party to
receive the same. The mailing addresses, facsimile numbers and e-mail addresses
for such communications shall be as set forth below:
 
 8
 If to the
Company:
 
 Generex
Biotechnology Corporation
 33
Harbour Square, Suite 202
 Toronto,
Ontario M5J 2G2
 Telephone:  (416)
364-2551
 Facsimile:  (416)
364-9363
 E-mail:  mfletcher@generex.com
 Attention:  Mark A.
Fletcher Executive
Vice-President and General Counsel
 
 With a
copy to:
 
 Eckert
Seamans Cherin & Mellott
 1515
Market Street, 9 th Floor
 Philadelphia,
Pennsylvania 19102-1909
 Telephone:  (215)
851-8472
 Facsimile:  (215)
851-8383
 E-mail:  gmiller@escm.com
 Attention:  Gary A.
Miller, Esq.
 
 Or at
such other mailing address, facsimile number or e-mail address that the Company
shall specify by notice to the holder.
 
 To a
holder of this Warrant:
  Cranshire
Capital, L.P.
 666
Dundee Road, Suite 1901
 Northbrook,
Illinois 60062
 Telephone:  _____________
 Facsimile:  _____________
 
 Or at
such other mailing address, facsimile number or e-mail address that the holder
of this Warrant shall specify by notice to the Company.
 
 Each
party shall provide five days’ prior written notice to the other party of any
change in mailing address, facsimile number or e-mail address.
 
 Section
12.  Amendments . This
Warrant and any term hereof may be changed, waived, discharged, or terminated
only by an instrument in writing signed by the party or holder hereof against
which enforcement of such change, waiver, discharge or termination is sought.
 
 Section
13.  Date . This
Warrant, in all events, shall be wholly void and of no effect after the
close of business on the Expiration Date, except that notwithstanding any other
provisions hereof, the provisions of Section 7 shall continue in full force and
effect after such date as to any Warrant Shares or other securities issued upon
the exercise of this Warrant.
 
 9
 Section
14.  Descriptive
Headings; Governing Law . The
descriptive headings of the several Sections and paragraphs of this Warrant are
inserted for convenience only and do not constitute a part of this Warrant. This
Warrant shall be governed by the internal laws of the State of Delaware, without
giving effect to any choice of law or conflict of law provision or rule (whether
of the State of Delaware or any other jurisdictions) that would cause the
application of the laws of any jurisdictions other than the State of
Delaware.
 
 This
Warrant has been duly executed by the Company this 28th day of April,
2005.
 
 **GENEREX
      BIOTECHNOLOGY CORPORATION**By:
    /s/ Rose PerriName: Rose
      PerriTitle:Chief
      Financial Officer
  10
 
 **EXHIBIT
A TO WARRANT**
 
 SUBSCRIPTION
FORM
 
 TO BE
EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS WARRANT
 
 The
undersigned holder hereby exercises the right to purchase _________________ of
the shares of Common Stock (“ **Warrant
Shares** ”) of
Generex Biotechnology Corporation, a Delaware corporation (the “ **Company** ”),
evidenced by the attached Warrant (the “ **Warrant** ”).
Capitalized terms used herein and not otherwise defined shall have the
respective meanings set forth in the Warrant.
 
 1. Form
of Warrant Exercise Price . The
Holder intends that payment of the Warrant Exercise Price shall be made
as:
 
 a
“ Cash
Exercise ” with
respect to _______________________ Warrant Shares.
 
 2. Payment
of Warrant Exercise Price . If the
holder has elected a Cash Exercise with respect to some or all of the Warrant
Shares to be issued pursuant hereto, the holder is transmitting herewith the sum
of $___________________ to the Company in payment for such Warrant Shares.
 
 3. Delivery
of Warrant Shares . The
Company shall deliver to the holder __________ Warrant Shares in accordance with
the terms of the Warrant.
 
 Date:___________________ 
_____,
200__

Name of
Registered Holder:


Signature:By:
    ________________________________________Print Name and Title:
    ________________________________________Title:
    ________________________________________
 11
   **EXHIBIT
B TO WARRANT**
 
 FORM OF
WARRANT POWER
 
 
 FOR VALUE
RECEIVED, the undersigned does hereby assign and transfer to ________________,
Federal Identification No. __________, a warrant to purchase ____________ shares
of the capital stock of Generex Biotechnology Corporation, a Delaware
corporation, represented by warrant certificate no. _____, standing in the name
of the undersigned on the books of said corporation. The undersigned does hereby
irrevocably constitute and appoint ______________, attorney to transfer the
warrants of said corporation, with full power of substitution in the
premises.
 
 Dated:
_________, 200_
 
 By:
      __________________________________________________Name:________________________________________________Title:_________________________________________________
 12