Protalex Inc Sample Contracts

Protalex Inc – PROMISSORY NOTE (October 12th, 2018)

FOR VALUE RECEIVED, PROTALEX, INC., a Delaware corporation (“Protalex”), having an address at 131 Columbia Turnpike, Suite 1, Florham Park, NJ 07932 (the “Company”), unconditionally promise to pay to the order of NIOBE VENTURES, LLC, a Delaware limited liability company (hereinafter referred to as the “Holder”), at the offices of Morse, Zelnick, Rose & Lander LLP, 825 Third Avenue, 16th floor, New York, New York 10022, or at such other place as Holder may designate in writing, the principal sum of Two Hundred Fifty Thousand and 00/100 Dollars ($250,000) (the “Principal Sum”), with interest thereon computed from the date hereof until maturity, whether on the Maturity Date (as hereinafter defined), by acceleration, or otherwise, at the rate of three percent (3.00%) per annum (the “Interest Rate”), and thereafter, in accordance with the terms of this Note, at the Default Rate (as hereinafter defined and governed), together with any costs, expenses and attorneys’ fees incurred by Holder pu

Protalex Inc – PROMISSORY NOTE (September 11th, 2018)

FOR VALUE RECEIVED, PROTALEX, INC., a Delaware corporation (“Protalex”), having an address at 131 Columbia Turnpike, Suite 1, Florham Park, NJ 07932 (the “Company”), unconditionally promise to pay to the order of NIOBE VENTURES, LLC, a Delaware limited liability company (hereinafter referred to as the “Holder”), at the offices of Morse, Zelnick, Rose & Lander LLP, 825 Third Avenue, 16th floor, New York, New York 10022, or at such other place as Holder may designate in writing, the principal sum of One Million Nine Hundred Seventy Four Thousand Three Hundred Forty Nine and 00/100 Dollars ($1,974,349) (the “Principal Sum”), with interest thereon computed from the date hereof until maturity, whether on the Maturity Date (as hereinafter defined), by acceleration, or otherwise, at the rate of three percent (3.00%) per annum (the “Interest Rate”), and thereafter, in accordance with the terms of this Note, at the Default Rate (as hereinafter defined and governed), together with any costs, exp

Protalex Inc – AMENDED AND RESTATED CALL OPTION AGREEMENT (April 13th, 2018)

This Amended and Restated Call Option Agreement (the “Agreement”) dated as of March 13, 2018 by and between Protalex, Inc. (the “Company”) and Niobe Ventures, LLC (“Niobe”).

Protalex Inc – SECURITIES PURCHASE AGREEMENT (March 6th, 2018)

This Securities Purchase Agreement (this “Agreement”) is dated as of February , 2018 between Protalex, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

Protalex Inc – PROTALEX ANNOUNCES COMPLETION OF $1.425 MILLION PRIVATE PLACEMENT, RECAPITALIZATION AND ENTRY INTO CALL OPTION AGREEMENT WITH ITS PRINCIPAL STOCKHOLDER (March 6th, 2018)

FLORHAM PARK, N.J. (March 1, 2018) – Protalex, Inc. (OTCQB: PRTX), a clinical-stage biopharmaceutical company, today announced that on February 28, 2018, it consummated a private placement financing to accredited investors of $1.425 million of Senior Convertible Notes. No commissions were payable in connection with the financing transaction, which was principally sold to existing stockholders of the Company. Proceeds of the financing will be used for working capital purposes, principally to fund ongoing clinical trials and studies and related activities. No registration rights were granted to the investors in the offering.

Protalex Inc – CALL OPTION AGREEMENT (March 6th, 2018)

This Call Option Agreement (the “Agreement”) dated as of February , 2018 by and between Protalex, Inc. (the “Company”) and Niobe Ventures, LLC (“Niobe”).

Protalex Inc – Second Consolidated and Secured Notes Modification Agreement (August 23rd, 2017)

AGREEMENT by and between Protalex, Inc., a Delaware corporation (the “Company”) and Niobe Ventures, LLC, a Delaware limited liability company (“Niobe”).

Protalex Inc – SIXTH CONSOLIDATED, AMENDED AND RESTATED SECURITY AGREEMENT (August 23rd, 2017)

THIS SIXTH CONSOLIDATED, AMENDED AND RESTATED SECURITY AGREEMENT (this “Agreement”), dated as of June 1, 2017, is made by and between Protalex, Inc., a Delaware corporation (the “Grantor”), and Niobe Ventures, LLC (the “Secured Party”) and amends and restates the Security Agreements by and between Grantor and Secured Party described on Exhibit B hereto.

Protalex Inc – FOURTH AMENDED AND RESTATED 2014 CREDIT FACILITY AGREEMENT (August 23rd, 2017)

FOURTH AMENDED AND RESTATED 2014 CREDIT FACILITY AGREEMENT (the “Agreement”) by and between Protalex, Inc., a Delaware corporation (the “Company”) and Niobe Ventures, LLC, a Delaware limited liability company (“Niobe”), dated as of June 1, 2017.

Protalex Inc – FIFTH CONSOLIDATED, AMENDED AND RESTATED SECURITY AGREEMENT (January 12th, 2017)

THIS FIFTH CONSOLIDATED, AMENDED AND RESTATED SECURITY AGREEMENT (this “Agreement”), dated as of October 31, 2016, is made by and between Protalex, Inc., a Delaware corporation (the “Grantor”), and Niobe Ventures, LLC (the “Secured Party”) and amends and restates the Security Agreements by and between Grantor and Secured Party described on Exhibit B hereto.

Protalex Inc – Consolidated and Secured Notes Modification Agreement (January 12th, 2017)

AGREEMENT by and between Protalex, Inc., a Delaware corporation (the “Company”) and Niobe Ventures, LLC, a Delaware limited liability company (“Niobe”).

Protalex Inc – THIRD AMENDED AND RESTATED 2014 CREDIT FACILITY AGREEMENT (January 12th, 2017)

THIRD AMENDED AND RESTATED 2014 CREDIT FACILITY AGREEMENT (the “Agreement”) by and between Protalex, Inc., a Delaware corporation (the “Company”) and Niobe Ventures, LLC, a Delaware limited liability company (“Niobe”), dated as of October 31, 2016.

Protalex Inc – Secured Notes Modification Agreement (October 17th, 2016)

AGREEMENT by and between Protalex, Inc., a Delaware corporation (the “Company”) and Niobe Ventures, LLC, a Delaware limited liability company (“Niobe”).

Protalex Inc – Second Consolidated Note Modification Agreement (October 17th, 2016)

AGREEMENT by and between Protalex, Inc., a Delaware corporation (the “Company”) and Niobe Ventures, LLC, a Delaware limited liability company (“Niobe”).

Protalex Inc – SECURED PROMISSORY NOTE (July 15th, 2016)

FOR VALUE RECEIVED, PROTALEX, INC., a Delaware corporation (“Protalex”), having an address at 131 Columbia Turnpike, Suite 1, Florham Park, NJ 07932 (the “Company”), unconditionally promise to pay to the order of NIOBE VENTURES, LLC, a Delaware limited liability company (hereinafter referred to as the “Holder”), at the offices of Morse, Zelnick, Rose & Lander LLP, 825 Third Avenue, 16th floor, New York, New York 10022, or at such other place as Holder may designate in writing, the principal sum of _______ and 00/100 Dollars ($_______) (the “Principal Sum”), with interest thereon computed from the date hereof until maturity, whether on the Maturity Date (as hereinafter defined), by acceleration, or otherwise, at the rate of three percent (3.00%) per annum (the “Interest Rate”), and thereafter, in accordance with the terms of this Note, at the Default Rate (as hereinafter defined and governed), together with any costs, expenses and attorneys’ fees incurred by Holder pursuant to the provi

Protalex Inc – SECOND AMENDED AND RESTATED 2014 CREDIT FACILITY AGREEMENT (July 7th, 2016)

SECOND AMENDED AND RESTATED 2014 CREDIT FACILITY AGREEMENT (the “Agreement”) by and between Protalex, Inc., a Delaware corporation (the “Company”) and Niobe Ventures, LLC, a Delaware limited liability company (“Niobe”), dated as of June 30, 2016.

Protalex Inc – FOURTH CONSOLIDATED, AMENDED AND RESTATED SECURITY AGREEMENT (July 7th, 2016)

THIS CONSOLIDATED, AMENDED AND RESTATED SECURITY AGREEMENT (this “Agreement”), dated as of June 30, 2016, is made by and between Protalex, Inc., a Delaware corporation (the “Grantor”), and Niobe Ventures, LLC (the “Secured Party”) and amends and restates the Security Agreements by and between Grantor and Secured Party described on Exhibit B hereto.

Protalex Inc – EXCHANGE AGREEMENT Protalex, Inc. (June 3rd, 2016)

This will confirm the agreement we have reached with respect to the outstanding debt due and owing from Protalex, Inc. (“Protalex”) to Niobe Ventures, LLC (“Niobe”) as evidenced by promissory notes issued by Protalex to Niobe (the “Notes”).

Protalex Inc – UNDERWRITING AGREEMENT (June 3rd, 2016)

The undersigned, Protalex, Inc., a company incorporated under the laws of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of Protalex, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Chardan Capital Markets, LLC is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.

Protalex Inc – FORM OF SECURED PROMISSORY NOTE (January 7th, 2016)

FOR VALUE RECEIVED, PROTALEX, INC., a Delaware corporation (“Protalex”), having an address at 131 Columbia Turnpike, Suite 1, Florham Park, NJ 07932 (the “Company”), unconditionally promise to pay to the order of NIOBE VENTURES, LLC, a Delaware limited liability company (hereinafter referred to as the “Holder”), at the offices of Morse, Zelnick, Rose & Lander LLP, 825 Third Avenue, 16th floor, New York, New York 10022, or at such other place as Holder may designate in writing, the principal sum of __________________________ Dollars ($_________) (the “Principal Sum”), with interest thereon computed from the date hereof until maturity, whether on the Maturity Date (as hereinafter defined), by acceleration, or otherwise, at the rate of three percent (3.00%) per annum (the “Interest Rate”), and thereafter, in accordance with the terms of this Note, at the Default Rate (as hereinafter defined and governed), together with any costs, expenses and attorneys’ fees incurred by Holder pursuant to

Protalex Inc – FORM OF SECURED PROMISSORY NOTE (January 7th, 2016)

FOR VALUE RECEIVED, PROTALEX, INC., a Delaware corporation (“Protalex”), having an address at 131 Columbia Turnpike, Suite 1, Florham Park, NJ 07932 (the “Company”), unconditionally promise to pay to the order of NIOBE VENTURES, LLC, a Delaware limited liability company (hereinafter referred to as the “Holder”), at the offices of Morse, Zelnick, Rose & Lander LLP, 825 Third Avenue, 16th floor, New York, New York 10022, or at such other place as Holder may designate in writing, the principal sum of ____________________________ Dollars ($_________) (the “Principal Sum”), with interest thereon computed from the date hereof until maturity, whether on the Maturity Date (as hereinafter defined), by acceleration, or otherwise, at the rate of three percent (3.00%) per annum (the “Interest Rate”), and thereafter, in accordance with the terms of this Note, at the Default Rate (as hereinafter defined and governed), together with any costs, expenses and attorneys’ fees incurred by Holder pursuant

Protalex Inc – THIRD CONSOLIDATED, AMENDED AND RESTATED SECURITY AGREEMENT (December 7th, 2015)

THIS CONSOLIDATED, AMENDED AND RESTATED SECURITY AGREEMENT (this “Agreement”), dated as of December 1, 2015, is made by and between Protalex, Inc., a Delaware corporation (the “Grantor”), and Niobe Ventures, LLC (the “Secured Party”) and amends and restates the Security Agreements by and between Grantor and Secured Party described on Exhibit B hereto.

Protalex Inc – AMENDED AND RESTATED 2014 CREDIT FACILITY AGREEMENT (December 7th, 2015)

AMENDED AND RESTATED 2014 CREDIT FACILITY AGREEMENT (the “Agreement”) by and between Protalex, Inc., a Delaware corporation (the “Company”) and Niobe Ventures, LLC, a Delaware limited liability company (“Niobe”), dated as of December 1, 2015.

Protalex Inc – SECURED PROMISSORY NOTE (October 13th, 2015)

FOR VALUE RECEIVED, PROTALEX, INC., a Delaware corporation (“Protalex”), having an address at 131 Columbia Turnpike, Suite 1, Florham Park, NJ 07932 (the “Company”), unconditionally promise to pay to the order of NIOBE VENTURES, LLC, a Delaware limited liability company (hereinafter referred to as the “Holder”), at the offices of Morse, Zelnick, Rose & Lander LLP, 825 Third Avenue, 16th floor, New York, New York 10022, or at such other place as Holder may designate in writing, the principal sum of Three Hundred Forty Five Thousand and 00/100 Dollars ($345,000.00) (the “Principal Sum”), with interest thereon computed from the date hereof until maturity, whether on the Maturity Date (as hereinafter defined), by acceleration, or otherwise, at the rate of three percent (3.00%) per annum (the “Interest Rate”), and thereafter, in accordance with the terms of this Note, at the Default Rate (as hereinafter defined and governed), together with any costs, expenses and attorneys’ fees incurred by

Protalex Inc – SECURED PROMISSORY NOTE (October 13th, 2015)

FOR VALUE RECEIVED, PROTALEX, INC., a Delaware corporation (“Protalex”), having an address at 131 Columbia Turnpike, Suite 1, Florham Park, NJ 07932 (the “Company”), unconditionally promise to pay to the order of NIOBE VENTURES, LLC, a Delaware limited liability company (hereinafter referred to as the “Holder”), at the offices of Morse, Zelnick, Rose & Lander LLP, 825 Third Avenue, 16th floor, New York, New York 10022, or at such other place as Holder may designate in writing, the principal sum of Three Hundred Forty Five Thousand and 00/100 Dollars ($345,000.00) (the “Principal Sum”), with interest thereon computed from the date hereof until maturity, whether on the Maturity Date (as hereinafter defined), by acceleration, or otherwise, at the rate of three percent (3.00%) per annum (the “Interest Rate”), and thereafter, in accordance with the terms of this Note, at the Default Rate (as hereinafter defined and governed), together with any costs, expenses and attorneys’ fees incurred by

Protalex Inc – SECURED PROMISSORY NOTE (October 13th, 2015)

FOR VALUE RECEIVED, PROTALEX, INC., a Delaware corporation (“Protalex”), having an address at 131 Columbia Turnpike, Suite 1, Florham Park, NJ 07932 (the “Company”), unconditionally promise to pay to the order of NIOBE VENTURES, LLC, a Delaware limited liability company (hereinafter referred to as the “Holder”), at the offices of Morse, Zelnick, Rose & Lander LLP, 825 Third Avenue, 16th floor, New York, New York 10022, or at such other place as Holder may designate in writing, the principal sum of Three Hundred Forty Five Thousand and 00/100 Dollars ($345,000.00) (the “Principal Sum”), with interest thereon computed from the date hereof until maturity, whether on the Maturity Date (as hereinafter defined), by acceleration, or otherwise, at the rate of three percent (3.00%) per annum (the “Interest Rate”), and thereafter, in accordance with the terms of this Note, at the Default Rate (as hereinafter defined and governed), together with any costs, expenses and attorneys’ fees incurred by

Protalex Inc – SECURED PROMISSORY NOTE (October 13th, 2015)

FOR VALUE RECEIVED, PROTALEX, INC., a Delaware corporation (“Protalex”), having an address at 131 Columbia Turnpike, Suite 1, Florham Park, NJ 07932 (the “Company”), unconditionally promise to pay to the order of NIOBE VENTURES, LLC, a Delaware limited liability company (hereinafter referred to as the “Holder”), at the offices of Morse, Zelnick, Rose & Lander LLP, 825 Third Avenue, 16th floor, New York, New York 10022, or at such other place as Holder may designate in writing, the principal sum of Three Hundred Forty Five Thousand and 00/100 Dollars ($345,000.00) (the “Principal Sum”), with interest thereon computed from the date hereof until maturity, whether on the Maturity Date (as hereinafter defined), by acceleration, or otherwise, at the rate of three percent (3.00%) per annum (the “Interest Rate”), and thereafter, in accordance with the terms of this Note, at the Default Rate (as hereinafter defined and governed), together with any costs, expenses and attorneys’ fees incurred by

Protalex Inc – PROTALEX, INC. Stock Option Agreement (this “Agreement”) (October 13th, 2015)

Protalex, Inc., a Delaware corporation (the “Company”), hereby grants to Kirk Warshaw (the “Optionee”), a stock option to purchase a total of 250,000 shares of the Company's Common Stock, par value $.00001 per share (the “Common Stock”), at a price of $5.41 per share (the “Exercise Price”).

Protalex Inc – SECURED PROMISSORY NOTE (July 14th, 2015)

FOR VALUE RECEIVED, PROTALEX, INC., a Delaware corporation (“Protalex”), having an address at 131 Columbia Turnpike, Suite 1, Florham Park, NJ 07932 (the “Company”), unconditionally promise to pay to the order of NIOBE VENTURES, LLC, a Delaware limited liability company (hereinafter referred to as the “Holder”), at the offices of Morse, Zelnick, Rose & Lander LLP, 825 Third Avenue, 16th floor, New York, New York 10022, or at such other place as Holder may designate in writing, the principal sum of Three Hundred Forty Five Thousand and 00/100 Dollars ($345,000.00) (the “Principal Sum”), with interest thereon computed from the date hereof until maturity, whether on the Maturity Date (as hereinafter defined), by acceleration, or otherwise, at the rate of three percent (3.00%) per annum (the “Interest Rate”), and thereafter, in accordance with the terms of this Note, at the Default Rate (as hereinafter defined and governed), together with any costs, expenses and attorneys’ fees incurred by

Protalex Inc – SECURED PROMISSORY NOTE (July 14th, 2015)

FOR VALUE RECEIVED, PROTALEX, INC., a Delaware corporation (“Protalex”), having an address at 131 Columbia Turnpike, Suite 1, Florham Park, NJ 07932 (the “Company”), unconditionally promise to pay to the order of NIOBE VENTURES, LLC, a Delaware limited liability company (hereinafter referred to as the “Holder”), at the offices of Morse, Zelnick, Rose & Lander LLP, 825 Third Avenue, 16th floor, New York, New York 10022, or at such other place as Holder may designate in writing, the principal sum of Three Hundred Forty Five Thousand and 00/100 Dollars ($345,000.00) (the “Principal Sum”), with interest thereon computed from the date hereof until maturity, whether on the Maturity Date (as hereinafter defined), by acceleration, or otherwise, at the rate of three percent (3.00%) per annum (the “Interest Rate”), and thereafter, in accordance with the terms of this Note, at the Default Rate (as hereinafter defined and governed), together with any costs, expenses and attorneys’ fees incurred by

Protalex Inc – SECURED PROMISSORY NOTE (April 10th, 2015)

FOR VALUE RECEIVED, PROTALEX, INC., a Delaware corporation (“Protalex”), having an address at 131 Columbia Turnpike, Suite 1, Florham Park, NJ 07932 (the “Company”), unconditionally promise to pay to the order of NIOBE VENTURES, LLC, a Delaware limited liability company (hereinafter referred to as the “Holder”), at the offices of Morse, Zelnick, Rose & Lander LLP, 825 Third Avenue, 16th floor, New York, New York 10022, or at such other place as Holder may designate in writing, the principal sum of Three Hundred Ninety Five Thousand and 00/100 Dollars ($395,000.00) (the “Principal Sum”), with interest thereon computed from the date hereof until maturity, whether on the Maturity Date (as hereinafter defined), by acceleration, or otherwise, at the rate of three percent (3.00%) per annum (the “Interest Rate”), and thereafter, in accordance with the terms of this Note, at the Default Rate (as hereinafter defined and governed), together with any costs, expenses and attorneys’ fees incurred b

Protalex Inc – SECURED PROMISSORY NOTE (April 10th, 2015)

FOR VALUE RECEIVED, PROTALEX, INC., a Delaware corporation (“Protalex”), having an address at 131 Columbia Turnpike, Suite 1, Florham Park, NJ 07932 (the “Company”), unconditionally promise to pay to the order of NIOBE VENTURES, LLC, a Delaware limited liability company (hereinafter referred to as the “Holder”), at the offices of Morse, Zelnick, Rose & Lander LLP, 825 Third Avenue, 16th floor, New York, New York 10022, or at such other place as Holder may designate in writing, the principal sum of Three Hundred Thousand and 00/100 Dollars ($300,000.00) (the “Principal Sum”), with interest thereon computed from the date hereof until maturity, whether on the Maturity Date (as hereinafter defined), by acceleration, or otherwise, at the rate of three percent (3.00%) per annum (the “Interest Rate”), and thereafter, in accordance with the terms of this Note, at the Default Rate (as hereinafter defined and governed), together with any costs, expenses and attorneys’ fees incurred by Holder pur

Protalex Inc – SECURED PROMISSORY NOTE (April 10th, 2015)

FOR VALUE RECEIVED, PROTALEX, INC., a Delaware corporation (“Protalex”), having an address at 131 Columbia Turnpike, Suite 1, Florham Park, NJ 07932 (the “Company”), unconditionally promise to pay to the order of NIOBE VENTURES, LLC, a Delaware limited liability company (hereinafter referred to as the “Holder”), at the offices of Morse, Zelnick, Rose & Lander LLP, 825 Third Avenue, 16th floor, New York, New York 10022, or at such other place as Holder may designate in writing, the principal sum of Six Hundred Forty Five Thousand and 00/100 Dollars ($645,000.00) (the “Principal Sum”), with interest thereon computed from the date hereof until maturity, whether on the Maturity Date (as hereinafter defined), by acceleration, or otherwise, at the rate of three percent (3.00%) per annum (the “Interest Rate”), and thereafter, in accordance with the terms of this Note, at the Default Rate (as hereinafter defined and governed), together with any costs, expenses and attorneys’ fees incurred by H

Protalex Inc – SECURED PROMISSORY NOTE (April 10th, 2015)

FOR VALUE RECEIVED, PROTALEX, INC., a Delaware corporation (“Protalex”), having an address at 131 Columbia Turnpike, Suite 1, Florham Park, NJ 07932 (the “Company”), unconditionally promise to pay to the order of NIOBE VENTURES, LLC, a Delaware limited liability company (hereinafter referred to as the “Holder”), at the offices of Morse, Zelnick, Rose & Lander LLP, 825 Third Avenue, 16th floor, New York, New York 10022, or at such other place as Holder may designate in writing, the principal sum of Five Hundred Forty Five Thousand and 00/100 Dollars ($545,000.00) (the “Principal Sum”), with interest thereon computed from the date hereof until maturity, whether on the Maturity Date (as hereinafter defined), by acceleration, or otherwise, at the rate of three percent (3.00%) per annum (the “Interest Rate”), and thereafter, in accordance with the terms of this Note, at the Default Rate (as hereinafter defined and governed), together with any costs, expenses and attorneys’ fees incurred by

Protalex Inc – PROTALEX, INC. Stock Option Agreement (this “Agreement”) (January 9th, 2015)

Protalex, Inc., a Delaware corporation (the “Company”), hereby grants to ________ (the “Optionee”), a stock option to purchase a total of 100,000 shares of the Company's Common Stock, par value $.00001 per share (the “Common Stock”), at a price of $6.00 per share (the “Exercise Price”).