EXHIBIT 4.9
Generex Biotechnology
Corporation
33 Harbour Square, Suite
202
Toronto, Ontario
Canada M5J 2G2
[
·
insert name of
creditor]
[
·
insert address of
creditor]
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Re:
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Issuance
of Generex Biotechnology Corporation Common Shares in satisfaction
of indebtedness
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This letter will serve to confirm
the agreement between Generex Biotechnology Corporation (“
GNBT ”), Generex Pharmaceuticals Inc. (“
GPI ”) (a wholly owned subsidiary of GNBT) and
·
[insert name of
creditor] (the “ Creditor ”) regarding
the issuance by GNBT of shares of restricted GNBT common stock (the
“ Shares ”) to the Creditor in satisfaction of
certain indebtedness of GNBT and/or GPI to the Creditor (the
“ Indebtedness ”).
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1.
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GNBT, GPI and
the Creditor hereby acknowledge and agree that the aggregate amount
of the Indebtedness as at · , 2005 is USD$ · .
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2.
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GNBT, GPI and
the Creditor hereby acknowledge that GNBT will issue to the
Creditor (or as the Creditor may otherwise direct in writing) an
aggregate of · Shares in full and final satisfaction of the
Indebtedness (being an effective per Share price of
USD$0.82).
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3.
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On the Closing
Date (as hereinafter defined), GNBT will issue the Shares to the
Creditor and will deliver or cause to be delivered to the Creditor
one or more share certificates evidencing the Shares. GNBT hereby
represents and warrants to the Creditor that the Shares will be
issued as fully paid, non-assessable shares, free and clear of any
and all encumbrances.
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4.
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On the Closing
Date, the Creditor will:
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a.
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execute and
deliver to GNBT and/or GPI, as applicable, a full and final release
in respect of the Indebtedness;
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b.
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execute and
deliver full and final releases of any and all guarantees given to
the Creditor in respect of the Indebtedness;
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c.
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deliver to GNBT
and/or GPI, as applicable, any and all original promissory notes
and guarantees in respect of the Indebtedness; and
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d.
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at its own
expense, take all requisite steps to discharge any and all security
held by the Creditor in respect of the Indebtedness.
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5.
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The date for
the completion of the transactions herein envisaged (the “
Closing Date ”) will be April 28, 2005.
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6.
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The Creditor
understands that the Shares are “restricted securities”
and have not been registered under the Securities Act of
1933 (the “ Securities Act” ) or any state
securities laws. The Creditor hereby represents and warrants to
GNBT that the Creditor is acquiring the Shares as principal for its
own account and not with a view to or for distributing or reselling
such Shares or any part thereof, has no present intention of
distributing any of such Shares and has no arrangement or
understanding with any other persons regarding the distribution of
such Shares (this representation and warranty not limiting the
Creditor’s right to sell the Shares pursuant to a
registration statement or otherwise in compliance with applicable
federal and state securities laws). The does not have any agreement
or understanding, directly or indirectly, with any person to
distribute any of the Shares.
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7.
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At the time the
Creditor was offered the Shares, it was, and at the date hereof it
is, an “accredited investor” as defined in Rule
501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities
Act.
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8.
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The Creditor,
either alone or together with its representatives, has such
knowledge, sophistication and experience in business and financial
matters so as to be capable of evaluating the merits and risks of
the prospective investment in the Shares, and has so evaluated the
merits and risks of such investment. The Creditor is able to bear
the economic risk of an investment in the Shares and, at the
present time, is able to afford a complete loss of such
investment.
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9.
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The Creditor is
not acquiring the Shares as a result of any advertisement, article,
notice or other communication regarding the Shares published in any
newspaper, magazine or similar media or broadcast over television
or radio or presented at any seminar or any other general
solicitation
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