EXHIBIT 4.1
GENEREX BIOTECHNOLOGY CORPORATION
00 Xxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxx, Xxxxxxx
Xxxxxx X0X 0X0
Xxxx 0, 0000
XXXXXXXXX XXXXXXX, X.X.
000 Xxxxxx Xxxx, Xxxxx 0000
Xxxxxxxxxx, Xxxxxxxx
XXX 00000
Dear Sirs:
RE: GENEREX BIOTECHNOLOGY CORPORATION
- PROMISSORY NOTE & AGREEMENT DATED MARCH 28, 2005
We make reference to the Promissory Note & Agreement (the "Note") dated March
28, 2005 in the principal amount of Five Hundred Thousand Dollars ($500,000)
executed and delivered by Generex Biotechnology Corporation (the "Borrower") in
favour of Cranshire Capital, L.P. (the "Holder").
We hereby confirm the mutual agreement of the Borrower and the Holder to amend
the terms of the Note by extending the interest payment date and the maturity
date thereof from May 15, 2005 to JULY 22, 2005.
We hereby further confirm that, in consideration for the Holder's agreement to
the foregoing amendment of the Note, the Borrower will forthwith issue to the
Holder a warrant (the "Amendment Warrant") to purchase an aggregate of
1,219,512 shares of the Borrower's common stock (the "Amendment Warrant Shares")
at a per-share price of Eighty Two Cents ($0.82), such warrant to expire on
June 7, 2010.
From and after the date hereof, the term "Warrant" in the Note will be deemed to
include the Amendment Warrant, and the term "Warrant Shares" in the Note will be
deemed to include the Amendment Warrant Shares.
continued.......................................................................
In all other respects, the Note will remain in full force and effect and
unamended.
Yours truly,
GENEREX BIOTECHNOLOGY CORPORATION
/s/ Xxxx X. Xxxxx
-------------------------
Xxxx X. Xxxxx
Chief Financial Officer
AGREED.
CRANSHIRE CAPITAL, L.P.
/s/ Xxxxxxxx X. Xxxxxxx
-------------------------------------------------
Xxxxxxxx X. Xxxxxxx
Chief Financial Officer - Downsview Capital, Inc.
The General Partner
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