0001144204-09-058946 Sample Contracts

SECURITY AGREEMENT
Security Agreement • November 13th, 2009 • Protalex Inc • Services-commercial physical & biological research • New York

THIS SECURITY AGREEMENT (this “Agreement”), dated as of November 11, 2009, is made by and among Protalex, Inc. a Delaware corporation, (the “Grantor”), and Niobe Ventures, LLC (the “Secured Party”).

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FORM OF PROTALEX, INC. INDEMNIFICATION AGREEMENT
Indemnification 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”).

NOTE AND COMMON STOCK PURCHASE AGREEMENT
Note and Common Stock Purchase Agreement • November 13th, 2009 • Protalex Inc • Services-commercial physical & biological research • Delaware

THIS NOTE AND COMMON STOCK PURCHASE AGREEMENT is dated effective as of November 11, 2009 (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 on Exhibit A attached hereto (individually, a "Purchaser" and collectively, the "Purchasers").

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