EXHIBIT 4.6 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement ("AGREEMENT") is entered into as of May 25, 2005 by and among Protalex, Inc., a Delaware corporation (the "COMPANY") and vSpring SBIC, L.P. ("VSPRING") and certain of the...Registration Rights Agreement • June 16th, 2005 • Protalex Inc • Services-commercial physical & biological research • Delaware
Exhibit 10.9 Pembroke Financial Partners, LLC 4550 Post Oak Place, Suite 119 Houston, TX 77027 Tel: 713/961-0534; Fax: 713/961-0574 Member NASD July 9, 2001 Mr. John Doherty President Protalex, Inc. P.O. Box 30952 Albuquerque, NM 87190 PERSONAL AND...Letter Agreement • September 24th, 2003 • Protalex Inc • Services-commercial physical & biological research
CONTINUING AND UNCONDITIONAL GUARANTYGuaranty Agreement • December 6th, 1999 • Protalex Inc
Exhibit 9.1 SHAREHOLDER AGREEMENT This Shareholder Agreement (this "Agreement") is entered into as of the 18th day of September, 2003, by and among Protalex, Inc., a New Mexico corporation (the "Company"), certain of the holders of the Common Stock of...Shareholder Agreement • October 20th, 2003 • Protalex Inc • Services-commercial physical & biological research • California
CONFIDENTIAL DISCLOSURE AGREEMENT RECIPIENT:___________________________________________________ EFFECTIVE DATE:______________________________________________ This Confidential Disclosure Agreement (the AAgreement") is entered into between Recipient...Confidentiality Agreement • December 6th, 1999 • Protalex Inc • New Mexico
STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT ("Agreement") is entered into effect the 7th. day of September, 1999, by and among PROTALEX, INC., a New Mexico corporation and its assigns (hereinafter referred to as "Buyer"); and DON HANOSH,...Stock Purchase Agreement • December 6th, 1999 • Protalex Inc • New Mexico
THIS LEASE is made on the 1st day of December , 2003. --- --------Commercial Lease • January 14th, 2004 • Protalex Inc • Services-commercial physical & biological research
EXHIBIT 9.1 FIRST AMENDED AND RESTATED SHAREHOLDER AGREEMENT This First Amended and Restated Shareholder Agreement (this "AGREEMENT") is entered into as of the 25th day of May, 2005 (the "EFFECTIVE DATE"), by and among Protalex, Inc., a Delaware...Shareholder Agreement • June 16th, 2005 • Protalex Inc • Services-commercial physical & biological research • Delaware
UNDERWRITING AGREEMENTUnderwriting Agreement • June 3rd, 2016 • Protalex Inc • Services-commercial physical & biological research • New York
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.
Exhibit 10.10 STOCK REDEMPTION AGREEMENT This agreement (hereinafter the "Agreement") is entered into by and between Protalex, Inc. (a New Mexico corporation, hereinafter referred to as "Protalex"), Paul L. Mann, Leslie A. McCament-Mann, Gail Skene...Stock Redemption Agreement • September 24th, 2003 • Protalex Inc • Services-commercial physical & biological research
Exhibit 10.8 Protalex-ALEX\InventorassignALEX ASSIGNMENT ASSIGNMENT from ALEX, LLC, a New Mexico Limited Liability Company, (hereinafter referred to as "ALEX"), to Protalex, Inc., a New Mexico Public Corporation, whose address is c/o John E. Doherty,...Ip Transfer Agreement • September 24th, 2003 • Protalex Inc • Services-commercial physical & biological research
ASSIGNMENT from ALEX, LLC, a New Mexico Limited Liability Company, (hereinafter referred to as "ALEX"), to Protalex, Inc., a New Mexico Public Corporation, whose address is c/o John E. Doherty, President, P. O. Box 30952, Albuquerque, New Mexico, 87190 (hereinafter sometimes referred to as "Protalex").
PLAN OF MERGER AND AGREEMENT of PROTALEX, INC. a New Mexico corporation with and into PROTALEX, INC. a Delaware corporation PROTALEX, INC. a Delaware corporation to be the surviving corporationPlan of Merger • December 6th, 2004 • Protalex Inc • Services-commercial physical & biological research
SIXTH CONSOLIDATED, AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • August 23rd, 2017 • Protalex Inc • Services-commercial physical & biological research • New York
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.
RECITALSMerger Agreement • December 6th, 1999 • Protalex Inc • New Mexico
NON-QUALIFIED STOCK OPTION AGREEMENT This Non-Qualified Stock Option Agreement ("Agreement") is effective as of the _____________ day of _____________ ("Effective Date") between Protalex, Inc., a New Mexico corporation, with its principal place of...Non-Qualified Stock Option Agreement • September 17th, 2003 • Protalex Inc • Services-commercial physical & biological research • New Mexico
FORM OF PROTALEX, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • November 13th, 2009 • Protalex Inc • Services-commercial physical & biological research • Delaware
This Indemnification Agreement (this “Agreement”) is effective as of November __, 2009 by and between Protalex, Inc., a Delaware corporation (the “Company”), and the indemnitees listed on the signature pages hereto (individually, as “Indemnitee,” and, collectively, the “Indemnitees”).
PROTALEX, INC. Stock Option Agreement (this “Agreement”)Stock Option Agreement • October 13th, 2015 • Protalex Inc • Services-commercial physical & biological research
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 $5.41 per share (the “Exercise Price”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 6th, 2018 • Protalex Inc • Services-commercial physical & biological research • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February , 2018 between Protalex, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
SECURED PROMISSORY NOTESecured Promissory Note • July 15th, 2016 • Protalex Inc • Services-commercial physical & biological research • New York
FOR VALUE RECEIVED, PROTALEX, INC., a Delaware corporation (“Protalex”), having an address at 131 Columbia Turnpike, Suite 1, Florham Park, NJ 07932 (the “Company”), unconditionally promise to pay to the order of NIOBE VENTURES, LLC, a Delaware limited liability company (hereinafter referred to as the “Holder”), at the offices of Morse, Zelnick, Rose & Lander LLP, 825 Third Avenue, 16th floor, New York, New York 10022, or at such other place as Holder may designate in writing, the principal sum of _______ and 00/100 Dollars ($_______) (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
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 5th, 2014 • Protalex Inc • Services-commercial physical & biological research • New York
In addition, we or the FDA and/or foreign regulatory agencies may suspend our clinical trials at any time if it appears that we are exposing participants to unacceptable health risks or if the FDA and/or foreign regulatory agencies find deficiencies in our IND and/or country specific regulatory submissions or in the conduct of these trials. Therefore, we cannot predict with any certainty the schedule for future clinical trials.
PROTALEX, INC. Stock Option Agreement (this “Agreement”)Stock Option Agreement • February 20th, 2014 • Protalex Inc • Services-commercial physical & biological research
Protalex, Inc., a Delaware corporation (the “Company”), hereby grants to Kirk M. Warshaw (the “Optionee”), a stock option to purchase a total of 350,000 shares of the Company's Common Stock, par value $.00001 per share (the “Common Stock”), at a the price of $1.05 per share (the “Exercise Price”).
SECOND AMENDED AND RESTATEDCredit Facility Agreement • July 7th, 2016 • Protalex Inc • Services-commercial physical & biological research • New York
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.
WHEREAS:Securities Purchase Agreement • October 20th, 2003 • Protalex Inc • Services-commercial physical & biological research • California
CLINICAL STUDY AGREEMENTClinical Study Agreement • January 13th, 2006 • Protalex Inc • Services-commercial physical & biological research • Pennsylvania
THIS Clinical Study Agreement (this “Agreement”) is entered into as of the execution date of the last party to sign below (the “Effective Date”), by and between Protalex, Inc., a corporation organized and existing under the laws of the State of Delaware, with an address at 145 Union Square Drive, New Hope, PA 18938 (“SPONSOR”) and PAREXEL International LLC, a limited liability company organized and existing under the laws of the State of Massachusetts, with an address at 200 West Street, Waltham, MA 02451 (“PAREXEL”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 27th, 2006 • Protalex Inc • Services-commercial physical & biological research • Delaware
This Registration Rights Agreement (“Agreement”) is entered into as of December 22, 2005 by and among Protalex, Inc., a Delaware corporation (the “Company”), those investors who have entered into that certain Purchase Agreement (defined below) who are also identified on Schedule I attached hereto (the “Investors”) and the Placement Agents (as identified in Schedule 3.9 to the Purchase Agreement)( with reference to the following facts:
CREDIT FACILITY AGREEMENTCredit Facility Agreement • December 2nd, 2009 • Protalex Inc • Services-commercial physical & biological research • New York
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 2, 2009.
Consolidated Note Modification AgreementConsolidated Note Modification Agreement • October 8th, 2014 • Protalex Inc • Services-commercial physical & biological research
AGREEMENT by and between Protalex, Inc., a Delaware corporation (the “Company”) and Niobe Ventures, LLC, a Delaware limited liability company (“Niobe”).
PROTALEX, INC. Form of Stock Option Agreement (this “Agreement”)Stock Option Agreement • January 8th, 2010 • Protalex Inc • Services-commercial physical & biological research
Protalex, Inc., a Delaware corporation (the “Company”), hereby grants to Kirk M. Warshaw (the “Optionee”), a stock option to purchase a total of 3,752,714 shares of the Company's Common Stock, par value $.00001 per share (the “Common Stock”), at a the price of $0.05 per share (the “Exercise Price”).
Protalex, Inc.Agreement to Convert Outstanding Debt • October 13th, 2015 • Protalex Inc • Services-commercial physical & biological research
This will confirm the agreement we have reached with respect to the $13,904,336 of 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. Stock Option Agreement (this “Agreement”)Stock Option Agreement • April 7th, 2010 • Protalex Inc • Services-commercial physical & biological research
Protalex, Inc., a Delaware corporation (the “Company”), hereby grants to John E. Doherty (the “Optionee”), a stock option to purchase a total of 1,000,000 shares of the Company's Common Stock, par value $.00001 per share (the “Common Stock”), at a the price of $0.10 per share (the “Exercise Price”).
AMENDED AND RESTATED CALL OPTION AGREEMENTCall Option Agreement • April 13th, 2018 • Protalex Inc • Services-commercial physical & biological research • New York
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.Agreement to Exchange Outstanding Debt • March 6th, 2018 • Protalex Inc • Services-commercial physical & biological research
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”).
Exhibit 10.5 PROJECT ASSIGNMENT 2 PROTALEX, Inc. 717 Encino Pl. NE, Suite 17 Albuquerque NM 87102 USA Date: July 31st, 2003 Dear Sirs, Agreement between PROTALEX Inc. ("PROTALEX") and EUROGENTEC S.A ("EUROGENTEC") dated April 24, 2003 (date of the...Project Assignment • September 24th, 2003 • Protalex Inc • Services-commercial physical & biological research
FOURTH AMENDED AND RESTATEDCredit Facility Agreement • August 23rd, 2017 • Protalex Inc • Services-commercial physical & biological research • New York
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.
Exhibit 10.5 PROJECT ASSIGNMENT 1 PROTALEX, Inc. 717 Encino Pl. NE, Suite 17 Albuquerque NM 87102 USA Date: April 24, 2003 Dear Sirs, Agreement between PROTALEX Inc. ("PROTALEX") and EUROGENTEC S.A ("EUROGENTEC") dated April 24, 2003 This letter shall...Project Assignment • September 24th, 2003 • Protalex Inc • Services-commercial physical & biological research
PROJECT ASSIGNMENT 1 PROTALEX, Inc. 717 Encino Pl. NE, Suite 17 Albuquerque NM 87102 USA Date: April 24, 2003 Dear Sirs, Agreement between PROTALEX Inc. ("PROTALEX") and EUROGENTEC S.A ("EUROGENTEC") dated April 24, 2003 This letter shall constitute a Project Assignment for the purposes of the above Agreement ("the Agreement"). We agree that EUROGENTEC will perform a Project under the Agreement on the following terms: 1. Description of the Project PROTALEX requests EUROGENTEC to perform a Feasibility Study to produce and purify natural extracellular Protein A from Staphylococcus aureus A-676. The Feasibility Study will encompass the following steps: o Staphylococcus aureus A-676 strain to be ordered from Goteborg University, Sweden o Pre-Master Seed Bank (50 vials) with Batch Record o Staphylococcus aureus culture conditions analysis ( minimum3 fermentors 50 L scale) o Down Stream Process (DSP) first developments (minimum 3 DSP) o QC and IPC tests first developments 2. Time-Lines and C
