CONTINUING AND UNCONDITIONAL GUARANTY
"CREDITOR": XXX X. XXXXXX
X.X. XXX 000
XXXXXXXXXXX, XXX XXXXXX 00000
"GUARANTOR": XXXXX X. XXXXXXXXX
0000 XXX XXXXXX
XXXXXXXX, XXXXXXXXXX 00000
"DEBTOR": PROTALEX, INC., A NEW MEXICO CORPORATION
GUARANTY. FOR VALUE RECEIVED, to induce Xxx X. Xxxxxx to make
certain financial accommodations or benefits described in the STOCK PURCHASE
AGREEMENT, entered into September 30, 1999, between Xxx X. Xxxxxx, Seller,
and Protalex, Inc., Buyer, without security, to or for the account of the
Debtor, the undersigned hereby irrevocably and unconditionally guarantees to
Xxx X. Xxxxxx the full and prompt payment when due, whether by acceleration
or otherwise, of any and all outstanding amount of the Promissory Note date
effective September 7, 1999 between Xxx X. Xxxxxx, Creditor, and Protalex,
Inc., Debtor. This Guaranty is continuing and unlimited as to the amount, and
is cumulative to and does not supersede any other guaranty.
Guarantor further unconditionally guarantees that faithful, prompt
and complete compliance by the Debtor with all obligations. The undertakings
of Guarantor hereunder are independent of the liabilities and obligations of
the Debtor, whether or not an action is brought against the Debtor or to
realize upon security for the liabilities and or obligations, whether or not
Debtor is joined in any such action or actions, and whether or not notice is
given or demand is made upon Debtor.
Creditor shall not be required to proceed first against Debtor, or
any other person, or entity, whether primary or secondary liable before
resorting to Guarantor for payment, and Guarantor shall not be entitled to
assert as a defense to the enforceability of the Guaranty any defense of the
Debtor with respect to any liability or obligation.
IN WITNESS WHEREOF, the undersigned has caused this Guaranty to be executed
on this 29th day of September, 1999.
GUARANTOR:
/s/ Xxxxx X. Xxxxxxxxx
-----------------------
Xxxxx X. Xxxxxxxxx.
INDIVIDUAL ACKNOWLEDGMENT
State of CA )
)
County of SAN DIEGO )
This instrument was acknowledged before me on 9-29, 1999, Xxxxx X. Xxxxxxxxx
(Seal) /s/ Xxxxx Xxx Xxxxxxx
---------------------------
Notary Public
in and for the State of CA
3-31-2002 Xxxxx Xxx Xxxxxxx
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My Commission Expires Print Name of Notary
UNCONDITIONAL AND CONTINUING GUARANTY
1 PG.
[NOTARY STAMP]
