6% SECURED CONVERTIBLE DEBENTURE DUE MAY 20, 2007Generex Biotechnology Corp • January 20th, 2006 • Pharmaceutical preparations • New York
THIS DEBENTURE of Generex Biotechnology Company, a Delaware corporation, having a principal place of business at 33 Harbour Square, Suite 202, Toronto, Ontario Canada M5J2G2 (the “Company”), is designated as its 6% Convertible Debenture, due May 20, 2007 (the “Debenture”).
COMMON STOCK PURCHASE WARRANT To Purchase 952,381 Shares of Common Stock of GENEREX BIOTECHNOLOGY CORPORATIONSecurities Purchase Agreement • January 20th, 2006 • Generex Biotechnology Corp • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) 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 after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the fifth anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Generex Biotechnology Corporation, a Delaware corporation (the “Company”), up to 952,381 shares (the “Warrant Shares”) of Common Stock, par value $0.001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
ADDITIONAL INVESTMENT RIGHT To Purchase $1,000,000 Principal Amount of 6% Convertible Debentures and Warrants Generex Biotechnology CorporationGenerex Biotechnology Corp • January 20th, 2006 • Pharmaceutical preparations
THIS ADDITIONAL INVESTMENT RIGHT (the “AIR”) certifies that, for value received, l (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the 181st day following the date hereof (the “Initial Exercise Date”) and on or prior to the earlier of the close of business on the 12 month anniversary of the Effective Date and the two year anniversary of the date hereof (the “Termination Date”) but not thereafter, to subscribe for and purchase from Generex Biotechnology Corporation, a Delaware corporation (the “Company”), up to $1,000,000 principal amount of 6% Convertible Debentures (the “AIR Debenture”) and warrants to purchase shares of Common Stock of the Company as described herein at an exercise price of $1.25 per share (the “AIR Warrant Exercise Price”) (subject to adjustment hereunder and thereunder) (the “AIR Warrant”). Subject to the terms and conditions hereof, upon the purchase hereunder
AMENDMENT NO. 4 TO SECURITIES PURCHASE AGREEMENT AND REGISTRATION RIGHTS AGREEMENTSecurities Purchase Agreement and Registration Rights Agreement • January 20th, 2006 • Generex Biotechnology Corp • Pharmaceutical preparations • New York
This AMENDMENT NO. 4 TO SECURITIES PURCHASE AGREEMENT AND REGISTRATION RIGHTS AGREEMENT (this “Amendment”) is made and entered into as of January 19, 2006, by and among Generex Biotechnology Corporation, a Delaware corporation (“Generex”), and the stockholders identified on the signature pages hereto (each, a “Purchaser” and, collectively, the “Purchasers”).
