Amendment to Additional Investment Right Agreement between Generex Biotechnology Corporation and Holder

Summary

Generex Biotechnology Corporation has agreed to amend the terms of an additional investment right previously granted to the Holder, allowing the Holder to exercise the right to purchase a $500,000 debenture earlier than originally specified. If the Holder submits a Notice of Exercise by the close of business on December 5, 2005, the company will honor the exercise despite the original later exercise date. This amendment is confirmed in writing by Generex Biotechnology Corporation.

EX-4.2 3 v030910_ex4-2.htm

Exhibit 4.2





December 5, 2005

[Name and Address]

Dear Sirs:

Re: Generex Biotechnology Corporation
- Amendment to Jun 17 05 Additional Investment Right

We make reference to the additional investment right issued by Generex Biotechnology Corporation (the “Company”) to _______ (“Holder”) on June 17, 2005 pursuant to which the Company, inter alia, granted to Holder the right to purchase a $500,000 principal amount debenture (the “AIR”).

The Initial Exercise Date (as that term is defined in the AIR) of the AIR is expressed therein as the 181st day after the date thereof. The Company hereby confirms that, in consideration of the exercise of the AIR by Holder and the delivery to the Company of a Notice of Exercise in respect thereof on or before the close of business on December 5, 2005, the Company has agreed to abridge the Initial Exercise Date and to honor the aforementioned Notice of Exercise.

Yours truly,

Generex Biotechnology Corporation


______________________

Mark A. Fletcher
Executive Vice-President, General Counsel
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