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:
WARRANT AND COMMON STOCK PURCHASE AGREEMENTWarrant and Common Stock Purchase Agreement • January 27th, 2006 • Protalex Inc • Services-commercial physical & biological research • Delaware
This WARRANT AND COMMON STOCK PURCHASE AGREEMENT is dated effective as of December 22, 2005 (the “Effective Date”) by and between Protalex, Inc., a Delaware corporation with its principal office at 145 Union Square Drive, New Hope, PA 18938 (the “Company”), and the several purchasers identified from timer to time in the attached Exhibit A (individually, a “Purchaser” and collectively, the “Purchasers”).
Date: December 30, 2005 WARRANT TO PURCHASE COMMON STOCK OF PROTALEX, INC.Protalex Inc • January 27th, 2006 • Services-commercial physical & biological research • Delaware
This certifies that, for value received, ______________ (“Holder”) is entitled, subject to the terms and conditions set forth below, to purchase from PROTALEX, INC., a Delaware corporation (the “Company”), ________ shares [TO BE DETERMINED PURSUANT TO SECTION 2.2 OF THE PURCHASE AGREEMENT] of the Company’s Common Stock (the “Warrant Shares”) at an exercise price of $2.99 [TO BE DETERMINED PURSUANT TO SECTION 2.2 OF THE PURCHASE AGREEMENT] per share (the “Exercise Price”). The number, character and Exercise Price of the Warrant Shares are subject to adjustment as provided below and all references to “Warrant Shares” and “Exercise Price” herein shall be deemed to include any such adjustment or series of adjustments. This Warrant is issued pursuant to Section 2 of that certain Warrant and Common Stock Purchase Agreement between the Company and certain “Purchasers” thereunder, dated as of December 16, 2005 (the “Purchase Agreement”), pursuant to which such Purchasers including the Holder,
