EX-4 3 ex4-1.txt EXHIBIT 4.1 EXHIBIT 4.1 GENEREX BIOTECHNOLOGY CORPORATION 33 Harbour Square, Suite 202 Toronto, Ontario Canada M5J 2G2 June 7, 2005 CRANSHIRE CAPITAL, L.P. 666 Dundee Road, Suite 1901 Northbrook, Illinois USA 60062 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/ Rose C. Perri ------------------------- Rose C. Perri Chief Financial Officer AGREED. CRANSHIRE CAPITAL, L.P. /s/ Lawrence A. Prosser ------------------------------------------------- Lawrence A. Prosser Chief Financial Officer - Downsview Capital, Inc. The General Partner 2