0001104659-03-021731 Sample Contracts

JOINT FILING AGREEMENT
Joint Filing Agreement • September 29th, 2003 • Protalex Inc • Services-commercial physical & biological research

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, no par value, of Protalex, Inc., a New Mexico corporation, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

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SHAREHOLDER AGREEMENT
Shareholder Agreement • September 29th, 2003 • Protalex Inc • Services-commercial physical & biological research • California

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 the Company or options to acquire the Common Stock identified on Exhibit A hereto (the “Existing Shareholders”) and the Investors listed on Schedule I (the “Investors”) with reference to the following facts:

INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • September 29th, 2003 • Protalex Inc • Services-commercial physical & biological research • California

This Investor Rights Agreement (“Agreement”) is entered into as of September 18, 2003 by and among Protalex, Inc., a New Mexico corporation (the “Company”) and vSpring SBIC, L.P. (“vSpring”) and certain of the investors set forth on Schedule A hereto (collectively, with vSpring, the “Investors”) with reference to the following facts:

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