This Option Agreement evidences the grant of a stock option (the "Option") to purchase shares of
common stock, par value $.001 (the "Company Stock"), of Generex Biotechnology Corporation (the
"Company") granted to Brian McGee (the "Optionee") pursuant to the Generex Biotechnology Corporation
2001 Stock Option Plan (the “Plan”), a copy of which is attached to this Option Agreement and incorporated
into this Option Agreement by reference. The Option is subject to the terms, conditions, limitations and
restrictions set forth in the Plan, including the following:
The date of grant of the Option is April 5, 2005 and the number of shares of Company Stock
that may be purchased upon exercise of the Option is 35,714 (Thirty Five Thousand Seven Hundred
Fourteen ) .
The purchase price (the “Exercise Price”) of Company Stock subject to the Option is
$0.001 per share.
The Option is fully vested upon issuance.
Unless sooner terminated pursuant to the Plan, the Option shall terminate on April 4, 2010.
Option will survive the termination of the Optionee’s employment.
The Optionee shall pay the Exercise Price for the Option (i) in cash or (ii) by such other method
as may be approved by the Compensation Committee of the Company’s Board of Directors. The Optionee shall
pay the amount of any withholding tax due at the time of exercise, as provided in the Plan.
The rights and interests of the Optionee under this Option Agreement may not be sold,
assigned, encumbered or otherwise transferred, except, in the event of the death of the Optionee, by will or by
the laws of descent and distribution.
Any notice to the Company, including notice of exercise of an Option, shall be addressed to the
Company in care of Slava Jarnitskii at the Company’s principal offices.
IN WITNESS WHEREOF, this Option Agreement has been executed on behalf of the Company by a
duly authorized officer and by the Optionee effective as of