EXHIBIT
10.1
Generex
Biotechnology Corporation
33
Harbour Square, Suite 202
Toronto,
Ontario
Canada
M5J 2G2
Cranshire
Capital, L.P.
3100
Dundee Road, Suite 703
Northbrook,
Illinois 60062
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Re:
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Generex
Biotechnology Corporation
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8% Senior
Secured Convertible Note
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March
1, 2009 Installment Amount
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Reference
is made to that certain 8% Senior Secured Convertible Note in the
original principal amount of $5,000,000 (the “ Note
”) issued by Generex Biotechnology Corporation (the “
Company ”) to Cranshire Capital, L.P. (the “
Holder ”) on March 31, 2008. Capitalized terms used in
this letter agreement that are not otherwise defined herein have
the meanings set forth in the Note.
This
letter confirms the agreement between the Company and the Holder as
of February 13, 2009 (the “ Effective Date ”) as
follows:
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Notwithstanding
the terms of the Note, (i) the Effective Date will constitute the
Installment Notice Due Date and the Company Installment Notice Date
in respect of the Applicable Installment Date and (ii) this letter
will constitute (a) the Company Installment Notice in respect of
the Installment Amount due on March 1, 2009 (the “
Applicable Installment Date ”), (b) the
Company’s election of a Company Conversion in respect of the
Applicable Installment Amount (as that term is hereinafter defined)
and the Applicable Installment Date, and (c) subject to the matters
disclosed in Section 10 hereof, the Company’s confirmation of
the matters required to be confirmed in Section 8 of the Note in
connection with the Company’s election of a Company
Conversion with respect to the Applicable Installment Amount and
the Applicable Installment Date.
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Notwithstanding
the computation of the Installment Amount set forth in the Note,
the computation of the Installment Amount solely in respect of the
Applicable Installment Date will instead be the product of (i)
$1,927,333.42 multiplied by (ii) the Holder Pro Rata Amount,
together with the sum of all accrued and unpaid Interest as of the
Applicable Installment Date under the Note because the Applicable
Installment Date is also an Interest Date (collectively, the
“ Applicable Installment Amount ”).
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Notwithstanding
the Pre-Installment Conversion Price set forth in the Note, the
Pre-Installment Conversion Price in respect of the Applicable
Installment Amount will be equal to the price which shall be
computed as 90% of the arithmetic average of the VWAP of the Common
Stock on each of the twenty (20) consecutive Trading Days
immediately preceding and including the Effective Date (to be
appropriately adjusted for any stock split, stock dividend, stock
combination or other similar transaction during such measuring
period).
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In
accordance with Section 8(a) of the Note, the Company will deliver
the Pre-Installment Conversion Shares (which shall instead equal
the number of shares of Common Stock equal to the quotient of (i)
the Applicable Installment Amount divided by (ii) the
Pre-Installment Conversion Price determined pursuant to Section 3
above) to the Holder no later than two (2) Trading Days after the
Effective Date, provided that the Company will deliver irrevocable
instructions with respect to the issuance of such Pre-Installment
Conversion Shares to its Transfer Agent on February 13,
2009.
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Notwithstanding
the Company Conversion Price set forth in the Note, the Company
Conversion Price in respect of the Applicable Installment Amount
will be equal to the price which shall be computed as 90% of the
arithmetic average of the VWAP of the Common Stock on each of the
fourteen (14) consecutive Trading Days immediately preceding and
including March 6, 2009 (to be appropriately adjusted for any stock
split, stock dividend, stock combination or other similar
transaction during such measuring period).
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The
Company will deliver the number of shares of Common Stock to be
delivered pursuant to a Company Conversion (which Company
Conversion shall occur on March 6, 2009 instead of March 1, 2009)
in respect of the Applicable Installment Amount and
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