0001144204-06-027859 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 10th, 2006 • Protalex Inc • Services-commercial physical & biological research

This Registration Rights Agreement (this “Agreement”) is entered into as of June 30, 2006 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:

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WARRANT AND COMMON STOCK PURCHASE AGREEMENT
Warrant and Common Stock Purchase Agreement • July 10th, 2006 • Protalex Inc • Services-commercial physical & biological research • New York

This WARRANT AND COMMON STOCK PURCHASE AGREEMENT is dated effective as of June 30, 2006 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 time to time in the attached Exhibit A (individually, a "Purchaser" and collectively, the "Purchasers").

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