Ex 4.7


    EXHIBIT
      4.7

     

    THE
      SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
      ACT
      OF 1933. SUCH SECURITIES AND ANY SECURITIES OR SHARES ISSUED HEREUNDER MAY
      NOT
      BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION
      THEREFROM UNDER SAID ACT. COPIES OF THE AGREEMENT COVERING THE PURCHASE OF
      THESE
      SECURITIES AND RESTRICTING THEIR TRANSFER OR SALE MAY BE OBTAINED AT NO COST
      BY
      WRITTEN REQUEST MADE BY THE HOLDER OF RECORD HEREOF TO THE SECRETARY OF THE
      COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES.

     

    No.
      2005
      - ____

    Date:
      December 30, 2005

     

    WARRANT
      TO PURCHASE COMMON STOCK

     

    OF

     

    PROTALEX,
      INC.

     

    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, purchase this Warrant
      and Common Stock shares of the Company. The holder of this Warrant is subject
      to
      certain restrictions, and entitled to certain rights, as set forth in the
      Registration Rights Agreement, dated as of December 16, 2005 (the “Registration
      Rights Agreement”).

     

    This
      Warrant is one of a duly authorized series of Warrants of the Company (which
      are
      identical except for the variations necessary to express the identification
      numbers, names of the holder, number of shares issuable upon exercise thereof
      and Warrant issue dates) issued in connection with the Purchase Agreement and
      designated for reference purposes as “Series
      2005 II Common Stock Warrants.”
      The term
“Common
      Stock Warrant”
as
      used
      herein shall also mean this Common Stock Warrant, and any Common Stock Warrants
      delivered in substitution or exchange therefor as provided herein.

     

    This
      Common Stock Warrant is subject to the following terms and
      conditions:

     

    1.    Term
      of Common Stock Warrant.
      Subject
      to the terms and conditions set forth herein, this Common Stock Warrant shall
      be
      exercisable, in whole or in part, on any business day during the period (the
      “Exercise
      Period”)
      commencing on the Effective
      Date
      (as
      defined in the Purchase Agreement) and ending on the fifth anniversary date
      of
      the Effective Date.

     

    
      
         

      

      
        -1-

        
          

        

      

      
         

      

    

     

    2.    Exercise
      of Common Stock Warrant.

     

    (a)    Cash
      Exercise.
      This
      Common Stock Warrant may be exercised by the Holder during the Exercise Period
      by (i) the surrender of this Common Stock Warrant to the Company, with the
      Notice of Exercise annexed hereto duly completed and executed on behalf of
      the
      Holder, at the office of the Company (or such other office or agency of the
      Company as it may designate by notice in writing to the Holder at the address
      of
      the Holder appearing on the books of the Company) and (ii) the delivery of
      payment to the Company, for the account of the Company, by cash, wire transfer
      of immediately available funds to a bank account specified by the Company,
      or by
      certified or bank cashier’s check, in an amount equal to the Exercise Price
      multiplied by the number of Warrant Shares for which this Common Stock Warrant
      is being exercised as specified in the Notice of Exercise, such payment to
      be
      made in lawful money of the United States of America. The Company agrees that
      such Warrant Shares shall be deemed to be issued to the Holder as the record
      holder of such Warrant Shares as of the close of business on the date on which
      this Common Stock Warrant shall have been exercised and surrendered and payment
      made for the Warrant Shares as aforesaid. A stock certificate or certificates
      for the Warrant Shares specified in the Notice of Exercise shall be delivered
      to
      the Holder as promptly as practicable, and in any event within five (5) business
      days, thereafter. If this Common Stock Warrant shall have been exercised only
      in
      part and has not otherwise expired, the Company shall, at the time of delivery
      of the stock certificate or certificates, deliver to the Holder a new Common
      Stock Warrant evidencing the right to purchase the remaining Warrant Shares,
      which new Common Stock Warrant shall in all other respects be identical with
      this Common Stock Warrant. No adjustments shall be made on Warrant Shares
      issuable on the exercise of this Common Stock Warrant for any cash dividends
      or
      distributions paid or payable to holders of record of any capital stock of
      the
      Company prior to the date as of which the Holder shall be deemed to be the
      record holder of such Warrant Shares.

     

    (b)    Net
      Issue Exercise.
      In lieu
      of exercising this Common Stock Warrant pursuant to Section 2(a)
      above,
      during the Exercise Period, the Holder may elect to convert this Common Stock
      Warrant or any portion hereof into Warrant Shares, the aggregate value of which
      shares shall be equal to the value of this Common Stock Warrant or portion
      thereof being so converted. The conversion right may be exercised by the Holder
      by surrender of this Common Stock Warrant to the Company, with a duly executed
      Notice of Exercise marked to reflect the Holder’s intention to exercise the
      conversion right hereunder, in which event the Company shall issue to the Holder
      a number of shares computed using the following formula:

     

    X
      =
Y
      (A-B)

    A

     

    
      	 	
              Where

            	
              X
                =

            	
              the
                number of shares to be issued to Holder under this Section
                2(b)
                upon exercise of the conversion rights under this Section
                2(b);

            


    

     

    
      	 	 	
              Y
                =

            	
              the
                number of Warrant Shares otherwise purchasable under this Common
                Stock
                Warrant or, if only a portion of the Common Stock Warrant is exercised,
                the portion of the Common Stock Warrant being exercised (as adjusted
                to
                the date of such calculation);

            


    

     

    
      
         

      

      
        -2-

        
          

        

      

      
         

      

    

     

    
      	 	 	
              A
                =

            	
              the
                fair market value (determined in the manner provided below) of one
                share
                of the Warrant Shares subject to this Common Stock Warrant as of
                the date
                of exercise of this Common Stock
                Warrant;

            


    

     

    
      	 	 	
              B
                =

            	
              the
                Exercise Price (as adjusted to the date of such
                calculation).

            


    

     

    (c)    Fair
      Market Value.
      For
      purposes of the above calculation, fair market value of one share of Warrant
      Shares shall be determined as of the applicable date by the Company’s Board of
      Directors in good faith; provided,
      however, that where there exists a public market for the Company’s Common Stock
      at the time of such exercise, the fair market value per share shall be the
      average of the closing bid and asked prices of the Common Stock quoted in the
      Over-The-Counter Market Summary or the last reported sale price of the Common
      Stock or the closing price quoted on the Nasdaq National Market or any exchange
      on which the Common Stock is listed, whichever is applicable, as published
      in
      the Western Edition of The Wall Street Journal (or such other reference
      reasonably relied upon by the Board of Directors if not so published), for
      the
      five (5) trading days prior to the date as of which the fair market value is
      being determined.

     

    (d)    This
      Common Stock Warrant shall be deemed to have been exercised immediately prior
      to
      the close of business on the date of its surrender for exercise as provided
      above, and the person entitled to receive the shares of Warrant Shares issuable
      upon such exercise shall be treated for all purposes as the holder of record
      of
      such shares as of the close of business on such date. As promptly as practicable
      on or after such date and in any event within five (5) business days thereafter,
      the Company at its expense shall issue and deliver to the person or persons
      entitled to receive the same a certificate or certificates for the number of
      shares issuable upon such exercise. In the event that this Common Stock Warrant
      is exercised in part, the Company at its expense will execute and deliver a
      new
      Common Stock Warrant of like tenor exercisable for the number of shares for
      which this Common Stock Warrant may then be exercised.

     

    3.    No
      Fractional Shares or Scrip/Minimum Exercise.
      No
      fractional shares or scrip representing fractional shares shall be issued upon
      the exercise of this Common Stock Warrant. In lieu of any fractional share
      to
      which the Holder would otherwise be entitled, the Company shall make a cash
      payment equal to the Exercise Price multiplied by such fraction (after
      aggregating all shares issuable upon exercise thereof). In no event shall this
      Warrant be exercised for less than 5% of the Warrant Shares or, if less, the
      Warrant Shares remaining to be exercised hereunder.

     

    4.    Replacement
      of Common Stock Warrant.
      On
      receipt of evidence reasonably satisfactory to the Company of the loss, theft,
      destruction or mutilation of this Common Stock Warrant and, in the case of
      loss,
      theft or destruction, on delivery of an indemnity agreement and security
      reasonably satisfactory in form and substance to the Company or, in the case
      of
      mutilation, on surrender and cancellation of this Common Stock Warrant, the
      Company at its expense shall execute and deliver, in lieu of this Common Stock
      Warrant, a new Common Stock Warrant of like tenor and amount.

     

    
      
         

      

      
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    5.    Rights
      of a Stockholder.
      Subject
      to Section
      10
      of this
      Common Stock Warrant, the Holder shall not be entitled to vote or receive
      dividends or be deemed the holder of Warrant Shares for any purpose, and nothing
      contained herein shall be construed to confer upon the Holder, as such, any
      of
      the rights of a stockholder of the Company or any right to vote for the election
      of directors or upon any matter submitted to stockholders at any meeting
      thereof, or to give or withhold consent to any corporate action (whether upon
      any recapitalization, issuance of stock, reclassification of stock, change
      of
      par value, or change of stock to no par value, consolidation, merger, conveyance
      or otherwise) or to receive notice of meetings, or to receive dividends or
      subscription rights or otherwise until this Common Stock Warrant shall have
      been
      exercised as provided herein and then only as to the shares for which this
      Common Stock Warrant has been so exercised.

     

    6.    Transfer
      of Common Stock Warrant.

     

    (a)    Common
      Stock Warrant Register.
      The
      Company will maintain a register (the “Common
      Stock Warrant Register”)
      containing the names and addresses of the Holder or Holders. Any Holder of
      this
      Common Stock Warrant or any portion thereof may change such Holder’s address as
      shown on the Common Stock Warrant Register by written notice to the Company
      requesting such change. Any notice or written communication required or
      permitted to be given to the Holder may be delivered or given by mail to such
      Holder as shown on the Common Stock Warrant Register and at the address shown
      on
      the Common Stock Warrant Register. Until this Common Stock Warrant is
      transferred on the Common Stock Warrant Register of the Company, the Company
      may
      treat the Holder as shown on the Common Stock Warrant Register as the absolute
      owner of this Common Stock Warrant for all purposes, notwithstanding any notice
      to the contrary.

     

    (b)    Common
      Stock Warrant Agent.
      The
      Company may, by written notice to the Holder, appoint an agent for the purpose
      of maintaining the Common Stock Warrant Register referred to in Section
      6(a)
      above,
      issuing the Common Stock Warrant Shares or other securities then issuable upon
      the exercise of this Common Stock Warrant, exchanging this Common Stock Warrant,
      replacing this Common Stock Warrant or any or all of the foregoing. Thereafter,
      any such registration, issuance, exchange or replacement, as the case may be,
      shall be made at the office of such agent.

     

    (c)    Transferability
      and Nonnegotiability of Common Stock Warrant.
      This
      Common Stock Warrant may not be transferred or assigned in whole or in part
      without compliance with all applicable federal and state securities laws by
      the
      transferor and the transferee (including the delivery of investment
      representation letters, legal opinions and market standoff agreements reasonably
      satisfactory to the Company, if such are requested by the Company) and
      compliance with the requirements set forth in Section
      6(d)
      below.
      Subject to the provisions of this Common Stock Warrant, title to this Common
      Stock Warrant may be transferred by endorsement (by the Holder executing the
      Assignment Form annexed hereto) and delivery in the same manner as a negotiable
      instrument transferable by endorsement and delivery. This Common Stock Warrant
      and Warrant Shares are subject to certain lock-up provisions and restrictions
      on
      short sales, put options or similar instruments set forth in Section
      6
      of the
      Purchase Agreement.

     

    
      
         

      

      
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    (d)    Exchange
      of Common Stock Warrant Upon a Transfer.
      On
      surrender of this Common Stock Warrant for exchange, properly endorsed on the
      Assignment Form and subject to the provisions of this Common Stock Warrant
      with
      respect to compliance with the Act and applicable state securities laws and
      with
      the limitations on assignments and transfers and contained in this Section
      6,
      the
      Company at its expense shall issue to or on the order of the Holder a new Common
      Stock Warrant or Common Stock Warrants of like tenor, in the name of the Holder
      or as the Holder (on payment by the Holder of any applicable transfer taxes)
      may
      direct, for the number of shares issuable upon exercise hereof.

     

    (e)    Compliance
      with Securities Laws.

     

    (i)    The
      Holder of this Common Stock Warrant, by acceptance hereof, acknowledges that
      this Common Stock Warrant and the Warrant Shares to be issued upon exercise
      hereof are being acquired solely for the Holder’s own account and not as a
      nominee for any other party, and for investment, and that the Holder will not
      offer, sell or otherwise dispose of this Common Stock Warrant or any Warrant
      Shares to be issued upon exercise hereof except under circumstances that will
      not result in a violation of the Act or any applicable state securities laws.
      Holder hereby represents and warrants that such Holder is an “accredited
      investor” as such term is defined under Regulation D promulgated by the
      Securities and Exchange Commission. Upon exercise of this Common Stock Warrant,
      the Holder shall, if requested by the Company, confirm in writing, in a form
      satisfactory to the Company, that Holder remains an accredited investor and
      the
      Warrant Shares so purchased are being acquired solely for the Holder’s own
      account and not as a nominee for any other party, for investment, and not with
      a
      view toward distribution or resale. Any transferee of this Common Stock Warrant
      shall represent the same as condition to such transfer and any subsequent
      exercise thereof. 

     

    (ii)    This
      Common Stock Warrant and all Warrant Shares issued upon exercise hereof shall
      be
      stamped or imprinted with a legend in substantially the following form (in
      addition to any legend required by state securities laws and the Purchase
      Agreement):

     

    THE
      SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
      ACT
      OF 1933. SUCH SECURITIES AND ANY SECURITIES OR SHARES ISSUED HEREUNDER MAY
      NOT
      BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION
      THEREFROM UNDER SAID ACT. COPIES OF THE AGREEMENT COVERING THE PURCHASE OF
      THESE
      SECURITIES AND RESTRICTING THEIR TRANSFER OR SALE MAY BE OBTAINED AT NO COST
      BY
      WRITTEN REQUEST MADE BY THE HOLDER OF RECORD HEREOF TO THE SECRETARY OF THE
      COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES.

     

    7.    Reservation
      of Stock.
      The
      Company covenants that during the Exercise Period, the Company will reserve
      from
      its authorized and unissued Warrant Shares a sufficient number of shares to
      provide for the issuance of Warrant Shares upon the exercise of this Common
      Stock Warrant. The Company further covenants that all shares issued upon the
      exercise of rights represented by this Common Stock Warrant and payment of
      the
      Exercise Price, in the amount and otherwise all as set forth herein, shall
      be
      free from all taxes, liens and charges in respect of the issue thereof (other
      than taxes in respect of any transfer occurring contemporaneously or otherwise
      specified herein).

     

    
      
         

      

      
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    8.    Notices.
      All
      notices required or permitted hereunder to be given shall be in writing and
      shall be telecopied or mailed by registered or certified mail, postage prepaid,
      or otherwise delivered by hand or by messenger, 

     

    If
      to the
      Company:

    145
      Union
      Square Drive

    New
      Hope,
      Pennsylvania 18938

    Attn:
      Marc L. Rose

    


    With
      a
      copy to:

    Reed
      Smith LLP

    Two
      Embarcadero Center, Suite 2000

    San
      Francisco, CA 94111

    Attn:
      Donald C. Reinke

     

    If
      to any
      of the Holders:

    The
      address set forth on the Company’s records.

     

    9.    Amendments.
      Any
      term of this Common Stock Warrant hereunder may be amended, waived or terminated
      (either generally or in a particular instance and either retroactively or
      prospectively) only with the written consent of the Company, and the holders
      of
      at least a majority in interest of the Warrant Shares then exercisable under
      all
      Series 2005 II Common Stock Warrants. Any amendment, waiver or termination
      effected in accordance with this Section
      9
      shall be
      binding upon the Company, each of the Holders and each transferee of the Common
      Stock Warrants (and of any securities into which this Warrant is convertible).
      The Holder acknowledges that by the operation of this Section
      9,
      the
      holders of a majority in interest of the Warrant Shares then exercisable under
      all Series 2005 II Common Stock Warrants will have the right and power to
      diminish or eliminate certain rights of the Holder under this Warrant. The
      foregoing shall not limit or otherwise affect the Holder’s right to waive any of
      such Holder’s rights hereunder with respect to itself without obtaining the
      consent of any other holders of Series 2005 II Common Stock
      Warrants.

     

    10.    Adjustments.
      The
      Exercise Price and the number of shares purchasable hereunder are subject to
      adjustment from time to time as follows:

     

    (a)    Reclassification,
      etc.
      If the
      Company, at any time while this Common Stock Warrant or any portion thereof
      is
      exercisable and remains outstanding and unexpired, by reclassification of
      securities or otherwise, shall change any of the securities as to which purchase
      rights under this Common Stock Warrant exist into the same or a different number
      of securities of any other class or classes, this Common Stock Warrant shall
      thereafter represent the right to acquire such number and kind of securities
      as
      would have been issuable as the result of such change with respect to the
      securities that were subject to the purchase rights under this Common Stock
      Warrant immediately prior to such reclassification or other change and the
      Exercise Price therefor shall be appropriately adjusted, all subject to further
      adjustment as provided in this Section
      10.

     

    
      
         

      

      
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    (b)    Split,
      Subdivision or Combination of Shares.
      If the
      Company, at any time while this Common Stock Warrant or any portion thereof
      is
      exercisable and remains outstanding and unexpired, shall split, subdivide or
      combine the outstanding shares of Warrant Shares into a different number of
      shares of Warrant Shares, then (i) in the case of a split or subdivision, the
      Exercise Price for such securities shall be proportionately decreased and the
      Warrant Shares issuable upon exercise of this Common Stock Warrant shall be
      proportionately increased, and (ii) in the case of a combination, the Exercise
      Price for such Warrant Shares shall be proportionately increased and the
      securities issuable upon exercise of this Common Stock Warrant shall be
      proportionately decreased. If the Warrant Shares are convertible into any other
      stock or securities of the Company, then if all of the outstanding Warrant
      Shares should be converted at any time prior to the Expiration Date into shares
      of the Company’s Common Stock or other stock or securities of the Company then
      (i) this Common Stock Warrant immediately shall become exercisable for that
      number of shares of such stock or securities (subject to further adjustment
      as
      herein provided) which would have been received if this Common Stock Warrant
      had
      been exercised in full and the Warrant Shares received thereupon had been
      simultaneously converted immediately prior to such event, (ii) the Exercise
      Price hereunder shall be appropriately adjusted and (iii) all references herein
      to Warrant Shares shall be automatically deemed amended to be references to
      the
      stock or securities into which the Warrant Shares was converted.

     

    (c)    Adjustments
      for Dividends in Stock or Other Securities or Property.
      If,
      while this Common Stock Warrant or any portion hereof is exercisable and remains
      outstanding and unexpired, the holders of Warrant Shares (or any shares of
      stock
      or securities at the time receivable upon exercise of this Common Stock Warrant)
      shall have received, or, on or after the record date fixed for the determination
      of eligible stockholders, shall have become entitled to receive, without payment
      therefor, capital stock or any other securities that are at any time directly
      or
      indirectly convertible into or exchangeable for capital stock of the Company,
      or
      any rights or options to subscribe for, purchase or otherwise acquire any of
      the
      foregoing by way of dividend, then and in each case, this Common Stock Warrant
      shall represent the right to acquire, in addition to the number of shares of
      the
      security receivable upon exercise of this Common Stock Warrant, and without
      payment of any additional consideration therefor, the amount of such capital
      stock and other securities that the Holder would hold on the date of such
      exercise had it been the holder of record of such capital stock as of the date
      on which the holders of capital stock received or became entitled to receive
      such capital stock or other securities.

     

    (d)    Merger,
      Consolidation or Sale of Assets.
      If at
      any time or from time to time there shall be a capital reorganization of the
      Common Stock (other than a subdivision, combination, reclassification or
      exchange of shares provided for elsewhere in this Section
      10)
      or a
      merger or consolidation of the Company with or into any other person or entity,
      or the sale of all or substantially all of the Company’s assets and properties
      to any other person or entity, then as a part of such reorganization, merger,
      consolidation or sale, provision shall be made so that the Holder shall
      thereafter be entitled to receive upon the exercise of this Warrant, the number
      of shares of stock or other securities or property of the Company, or of the
      successor corporation resulting from such reorganization, merger, consolidation
      or sale, to which a holder of the number of shares of Common Stock issuable
      upon
      the exercise of this Warrant would have received if this Warrant had been
      exercised immediately prior to such reorganization, merger, consolidation or
      sale; provided, that, as a condition to any merger, consolidation, or sale
      of
      substantially all of the assets of the Company, the Company shall require that
      the surviving corporation assume in writing the obligations pursuant to this
      Warrant.

     

    
      
         

      

      
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    11.    Adjustment
      of Exercise Price for Dilutive Issuances.
      The
      Exercise Price shall be subject to adjustment from time to time as
      follows:

     

    (a)    For
      purposes of this Section
      11,
      the
      following definitions shall apply:

     

    (i)    “Excluded
      Stock”
shall
      mean:

     

    (1)    all
      shares of Common Stock issued and outstanding on the date of this Warrant and
      all shares of Common Stock issued after the date of this Warrant pursuant to
      Sections 2.1 and 2.2 of the Purchase Agreement and all shares of Common Stock
      issued or issuable upon the exercise or conversion of any convertible securities
      outstanding on the date of this Warrant (provided that the terms of such
      convertible securities are not modified or changed except as otherwise
      contemplated by the Purchase Agreement) and all shares of Common Stock issued
      or
      issuable upon the exercise of this Warrant and all other Series 2005 II Common
      Stock Warrants;

     

    (2)    all
      shares of Common Stock or other securities hereafter issued or issuable to
      officers, directors, employees, scientific advisors or consultants of the
      Company pursuant to any employee or consultant stock offering, plan or
      arrangement approved by the majority of the members of the Board of Directors
      of
      the Company;

     

    (3)    all
      shares of Common Stock or other securities hereafter issued in connection with
      or as consideration for the acquisition or licensing of technology approved
      by
      the majority of the members of the Board of Directors of the Company;
      and

     

    (4)    all
      shares of Common Stock or other securities issued in connection with equipment
      leasing or equipment financing arrangements approved by the majority of members
      of the Board of Directors of the Company.

     

    (ii)    “Options”
means
      options to purchase or rights to subscribe for Common Stock (other than Excluded
      Stock).

     

    (iii)    “Convertible
      Securities”
means
      securities by their terms convertible into or exchangeable for Common Stock
      (other than Excluded Stock) and options to purchase or rights to subscribe
      for
      such convertible or exchangeable securities.

     

    (iv)    “Purchase
      Rights”
means
      Options and Convertible Securities.

     

    (v)    “Dilutive
      Issuance”
means
      an issuance of Purchase Rights or Common Stock, which is not Excluded Stock,
      without consideration or for a consideration per share less than the then
      applicable Exercise Price. “Dilutive Issuance” excludes any stock dividend,
      subdivision or split-up, stock combination, dividend or transaction described
      in
Section
      10.

     

    
      
         

      

      
        -8-

        
          

        

      

      
         

      

    

     

    (b)    If
      the
      Company issues or is deemed to issue any Common Stock or Purchase Rights in
      a
      Dilutive Issuance, the applicable Exercise Price in effect after each such
      issuance shall be adjusted to a price equal to the following: the applicable
      Exercise Price in effect immediately prior to the Dilutive Issuance (the
“Old
      Exercise Price”)
      multiplied by the quotient obtained by dividing:

     

    (i)    an
      amount
      equal to the sum of (x) the total number of shares of Common Stock outstanding
      immediately prior to the Dilutive Issuance plus the total number of shares
      of
      Common Stock then issuable upon conversion of Convertible Securities and
      exercise of outstanding options and warrants, plus (y) the number of shares
      of
      Common Stock which the consideration received by the Company upon the Dilutive
      Issuance would purchase at such Old Exercise Price, by 

     

    (ii)    the
      total
      number of shares of Common Stock outstanding immediately after the Dilutive
      Issuance plus the total number of shares of Common Stock issuable on conversion
      of Convertible Securities and exercise of outstanding options and
      warrants.

     

    (c)    For
      purposes of any adjustment of the applicable Exercise Price pursuant to
Section
      11(b)
      above,
      the following provisions shall be applicable:

     

    (i)    In
      the
      case of the issuance of Common Stock for cash, the consideration shall be deemed
      to be the amount of cash paid therefor.

     

    (ii)    In
      the
      case of the issuance of Common Stock for a consideration in whole or in part
      other than cash, the consideration other than cash shall be deemed to be the
      fair market value thereof as determined in good faith and in the exercise of
      reasonable judgment by the Board of Directors of the Company, in accordance
      with
      generally accepted accounting principles; provided, however, that if at the
      time
      of such determination, the Company’s Common Stock is traded in the
      over-the-counter market or on a national or regional securities exchange, such
      fair market value as determined by the Board of Directors of the Company shall
      not exceed the aggregate “Current
      Market Price”
(as
      defined below) of the shares of Common Stock being issued.

     

    (iii)    In
      the
      case of the issuance of Purchase Rights in a Dilutive Issuance:

     

    (1)    the
      aggregate maximum number of shares of Common Stock deliverable upon exercise
      of
      Options shall be deemed to have been issued at the time such Options were issued
      and for a consideration equal to the consideration (determined in the manner
      provided in Section
      11(c)(i)
      and
(ii)
      above),
      if any, received by the Company upon the issuance of such Options plus the
      minimum purchase price provided for in such Options;

     

    (2)    the
      aggregate maximum number of shares of Common Stock deliverable upon conversion
      or exercise of or exchange for any Convertible Securities shall be deemed to
      have been issued at the time such Convertible Securities were issued and for
      a
      consideration equal to the consideration received by the Company for any such
      Convertible Securities (excluding any cash received on account of accrued
      interest or accrued dividends), plus the minimum additional consideration,
      if
      any, to be received by the Company upon the conversion or exchange of such
      Convertible Securities (determined in the manner provided in Section
      11(c)(i)
      and
(ii)
      above);

     

    
      
         

      

      
        -9-

        
          

        

      

      
         

      

    

     

    (3)    on
      any
      change in the number of shares of Common Stock deliverable upon exercise of
      any
      such Purchase Rights or on any change in the minimum purchase price of such
      Purchase Rights, other than a change resulting from the antidilution provisions
      of such Purchase Rights, the applicable Exercise Price shall forthwith be
      readjusted to such Exercise Price as would have been obtained had the adjustment
      made upon (x) the issuance of such Purchase Rights not exercised, converted
      or
      exchanged prior to such change, as the case may be, been made upon the basis
      of
      such change or (y) the issuance of options or rights related to such securities
      not converted or exchanged prior to such change, as the case may be, been made
      upon the basis of such change; and

     

    (4)    on
      the
      expiration of any Purchase Rights, the applicable Exercise Price shall forthwith
      be readjusted to such Exercise Price as would have obtained had the adjustment
      made upon the issuance of such Purchase Right been made upon the basis of the
      issuance of only the number of shares of Common Stock actually issued upon
      the
      exercise of such Purchase Rights.

     

    (d)    All
      calculations under this Section
      11
      shall be
      made to the nearest cent or to the nearest one hundredth (1/100) of a share,
      as
      the case may be.

     

    (e)    For
      the
      purpose of any computation pursuant to this Section
      11,
      the
“Current
      Market Price”
at
      any
      date of one share of Common Stock, shall be deemed to be the average of the
      highest reported bid and the lowest reported offer prices on the preceding
      business day as reported by Nasdaq (or other recognized source of quotations);
      provided, however, that if the Common Stock is not traded in such manner that
      the quotations referred to in this Section
      11(e)
      are
      available for the period required hereunder, Current Market Price shall be
      determined in good faith and in the exercise of reasonable judgment by the
      Board
      of Directors of the Company.

     

    (f)    No
      adjustment in the Exercise Price need be made if such adjustment would result
      in
      a change in the Exercise Price of less than $0.01. Any adjustment of less than
      $0.01 which is not made shall be carried forward and shall be made at the time
      of and together with any subsequent adjustment which, on a cumulative basis,
      amounts to an adjustment of $0.01 or more in the Conversion Price.

     

    (g)    Any
      notice required by the provisions of this Section
      11
      to be
      given to the holder of Warrants shall be deemed given if deposited in the United
      States mail, postage prepaid, and addressed to each holder of record at such
      holder’s address appearing on the books of the Company.

     

    12.    No
      Impairment.
      The
      Company will not, by any voluntary action, avoid or seek to avoid the observance
      or performance of any of the terms to be observed or performed hereunder by
      the
      Company, but will at all times in good faith assist in the carrying out of
      all
      the provisions of Sections
      10
      and
11
      and in
      the taking of all such action as may be necessary or appropriate in order to
      protect the rights of the Holder against impairment.

     

    
      
         

      

      
        -10-

        
          

        

      

      
         

      

    

     

    13.    Notice
      of Adjustments and Record Dates.
      Whenever the Exercise Price or the number of shares of Common Stock purchasable
      hereunder shall be adjusted pursuant to Sections
      10
      or
11
      (or
      otherwise), the Company shall promptly notify the Holder in writing of each
      adjustment or readjustment of the Exercise Price hereunder and the number of
      shares of Common Stock (or any shares of stock or other securities which may
      be)
      issuable upon the exercise of this Warrant, Such notice shall state the
      adjustment or readjustment and show in reasonable detail the facts on which
      that
      adjustment or readjustment is based. Upon (i) any taking by the Company of
      a
      record of the holders of any class of securities for the purpose of determining
      the holders thereof who are entitled to receive any dividend or other
      distribution, or (ii) any acquisition or other capital reorganization of the
      Company, any reclassification or recapitalization of the capital stock of the
      Company, any merger or consolidation of the Company with or into any other
      person or entity, or any sale of all or substantially all of the assets or
      any
      voluntary or involuntary dissolution, liquidation or winding up of the Company,
      the Company shall mail to each holder of this Warrant at least fifteen (15)
      days
      prior to the record date specified therein (or such shorter period approved
      by
holders
      of at least a majority in interest of the Warrant Shares then exercisable under
      all Series 2005 II Common Stock Warrants)
      a
      notice specifying (A) the date on which any such record is to be taken for
      the
      purpose of such dividend or distribution and a description of such dividend
      or
      distribution, (B) the date on which any such acquisition, reorganization,
      reclassification, transfer, consolidation, merger, asset sale, dissolution,
      liquidation or winding up is expected to become effective, and (C) the date,
      if
      any, that is to be fixed as to when the holders of record of Common Stock (or
      other securities) shall be entitled to exchange their shares of Common Stock
      (or
      other securities) for securities or other property deliverable upon such
      acquisition, reorganization, reclassification, transfer, consolidation, merger,
      asset sale, dissolution, liquidation or winding up.

     

    14.    Miscellaneous.

     

    (a)    This
      Common Stock Warrant and all acts and transactions pursuant hereto and the
      rights and obligations of the parties hereto shall be governed, construed and
      interpreted in accordance with the laws of the State of Delaware without regard
      to the conflict of law provisions thereof. Any dispute arising in relation
      to
      this Common Stock Warrant shall be resolved and venue shall be established
      in
      the competent courts within the State of Delaware.

     

    (b)    In
      the
      event of a dispute with regard to the interpretation of this Common Stock
      Warrant, the prevailing party may collect the cost of attorney’s fees,
      litigation expenses or such other expenses as may be incurred in the enforcement
      of the prevailing party’s rights hereunder.

     

    (c)    The
      Holder agrees that the Warrant Shares be bound by such market standoff
      provisions (i.e.,
      restrictions on stock resale provisions following the Company’s sale of
      securities in the public market) as provided in the Purchase Agreement with
      respect to this Common Stock Warrant and the Warrant Shares.

     

    (d)    This
      Common Stock Warrant shall be exercisable as provided for herein, except that
      in
      the event that the expiration date of this Common Stock Warrant shall fall
      on a
      day other than a business day, the expiration date for this Common Stock Warrant
      shall be extended to 5:00 p.m. Eastern standard time on the first business
      day
      following such day. For all purposes of this Common Stock Warrant, a business
      day shall mean any day, other than a Saturday or a Sunday, upon which banks
      are
      open for business in Delaware.

     

    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK]

     

    
      
         

      

      
        -11-

        
          

        

      

      
         

      

    

     

    IN
      WITNESS WHEREOF, PROTALEX, INC. has caused this Common Stock Warrant to be
      executed as of the date first above written.

     

    Number
      of
      Warrant Shares: _________

     

    COMPANY:

     

    PROTALEX,
      INC.

    a
      Delaware corporation

     

    By: 
      /s/
      Steven H. Kane

      
        

      

    

    Steven
      H.
      Kane

    President
      and Chief Executive Officer

     

     

    AGREED
      AND ACCEPTED:

     

    HOLDER:

     

     

      
        

      

    

    [Signature]

     

     

      
        

      

    

    [Print
      Name]

     

     

      
        

      

    

    [Title
      (if not an individual)]

    
 

    
      
         

      

      
        -12-

        
          

        

      

      
         

      

    

    


    NOTICE
      OF EXERCISE

     

    
      	To:	
              PROTALEX,
                INC.

            


    

     

    
      	(1)	
              The
                undersigned hereby:

            


    

     

    
      
        
          	
                	_______	
                  elects
                    to purchase __________ shares of Warrant Shares (as defined in
                    the
                    attached Common Stock Warrant) of PROTALEX, INC. pursuant to
                    the terms of
                    the attached Common Stock Warrant, and tenders herewith payment
                    of the
                    purchase price for such shares in full;
                    or

                


        

        
          	 	 	 


          	
                	_______	
                  elects
                    to exercise the conversion right features under Section
                    2(b)
                    of
                    the attached Common Stock Warrant with respect to __________
                    shares of
                    Warrant Shares of PROTALEX, INC. pursuant to the terms of such
                    Common
                    Stock Warrant.

                


        

         

      

    

    
      	(2)	
              In
                exercising this Common Stock Warrant, the undersigned hereby confirms
                and
                acknowledges that the shares of Warrant Shares (and any securities
                issuable upon conversion thereof) are being acquired solely for the
                account of the undersigned and not as a nominee for any other party,
                or
                for investment, and that the undersigned will not offer, sell or
                otherwise
                dispose of any such shares of Warrant Shares except under circumstances
                that will not result in a violation of the Securities Act of 1933,
                as
                amended, or any applicable state securities
                laws.

            


    

     

    
      	(3)	
              Please
                issue a certificate or certificates representing said shares of Warrant
                Shares in the name of the
                undersigned:

            


    

     

     

    
      
        

      

    

    (Name)

     

     

      
        

      

    

    (Name)

     

    
      	(4)	
              Please
                issue a new Common Stock Warrant for the unexercised portion of the
                attached Common Stock Warrant in the name of the
                undersigned:

            


    

     

     

    
      
        

      

    

    (Name)

     

      
        

      

    

    (Date)

    
      
        

      

    

    (Signature)

     

    
      
         

      

      
        -13-

        
          

        

      

      
         

      

    

     

    ASSIGNMENT
      FORM

     

    FOR
      VALUE
      RECEIVED, the undersigned registered owner of this Common Stock Warrant hereby
      sells, assigns and transfers unto the Assignee named below all of the rights
      of
      the undersigned under this Common Stock Warrant, with respect to the number
      of
      shares of Warrant Shares (as defined in the this Common Stock Warrant) set
      forth
      below:

     

    
      	
              Name
                of Assignee

            	
              Address

            	
              No.
                of Shares

            
	 	 	     
	 	 	 
	 	 	 


    

     

    and
      does
      hereby irrevocably constitute and appoint the Secretary of the Company to make
      such transfer on the books of PROTALEX, INC. maintained for such purpose, with
      full power of substitution in the premises.

     

    The
      undersigned also represents that, by assignment hereof, the Assignee
      acknowledges that this Common Stock Warrant and the shares of stock to be issued
      upon exercise hereof or conversion thereof are being acquired for investment
      and
      that the Assignee will not offer, sell or otherwise dispose of this Common
      Stock
      Warrant or any shares of stock to be issued upon exercise hereof or conversion
      thereof except under circumstances which will not result in a violation of
      the
      Securities Act of 1933, as amended, or any applicable state securities laws.
      Further, the Assignee has acknowledged that upon exercise of this Common Stock
      Warrant, the Assignee shall, if requested by the Company, confirm in writing,
      in
      a form satisfactory to the Company, that the shares of stock so purchased are
      being acquired for investment and not with a view toward distribution or
      resale.

     

    Dated:_______________

     

    


    
      
        

      

    

    Signature
      of Holder

     

    The
      undersigned hereby agrees to be bound by the terms of the attached Common Stock
      Warrant on this __ day of __________, 200_.

     

    ASSIGNEE:
      

    


     

      
        

      

    

    [Name]

    


     

    By:____________________________________

    Title:___________________________________

    
      	 	 	 	 
	 	 	 	 
	
              -14-