Generex Biotechnology Corporation
Exhibit
4.28.1
Generex
Biotechnology Corporation
00
Xxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxx,
Xxxxxxx
Xxxxxx
X0X 0X0
July
22,
2005
Omicron
Master Trust
000
0xx
Xxx.,
00xx
Xxxxx
Xxx
Xxxx,
Xxx Xxxx
XXX
00000
Dear
Sirs:
Re: Generex
Biotechnology Corporation
-
Promissory Note & Agreement dated April 4, 2005
We
make
reference to the Promissory Note & Agreement (the “Note”)
dated
April 4, 2005 in the principal amount of One Hundred Thousand Dollars ($100,000)
executed and delivered by Generex Biotechnology Corporation (the “Borrower”)
in
favour of Omicron Master Trust (the “Holder”),
as
the same was amended by letter agreement dated June 7, 2005.
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 July 22, 2005 to September
20, 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 243,902 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 July
20,
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.
Omicron
Master Trust
/s/
Xxxxx
Xxxxxxxxx
____________________________________
Xxxxx
Xxxxxxxxx
Managing
Partner
2
