Exhibit 10.3








 


Protalex, Inc.


131 Columbia Turnpike, Suite 1


Florham Park, New Jersey 07392


 


February    , 2018


Niobe Ventures, LLC


410 Park Ave


New York, NY 10022


 


Re: Agreement to Exchange Outstanding Debt


 


Gentlemen:


 


This will confirm the agreement we have reached
with respect to the outstanding debt due and owing from Protalex, Inc. (“Protalex”) to Niobe Ventures, LLC (“Niobe”)
as evidenced by promissory notes issued by Protalex to Niobe (the “Notes”).


 


As we have advised you, Protalex is contemplating
a private placement of a minimum of $1 million and a maximum of $2 million of Senior Convertible 10% Notes, due on the fifth anniversary
date of issuance (the “Private Placement”). Simultaneous with the initial closing of the Private Placement, the Company
and Niobe hereby unconditionally agree to exchange the full principal amount of the Notes for shares of Protalex common stock,
par value $.00001 per share (“Common Stock”), at the price per share of $1.20. Upon such exchange, the outstanding
indebtedness represented by the Notes and all of the rights, duties and obligations of all parties to the credit facility agreements
relating to the Notes, the Notes and the related security agreements shall immediately terminate, other than Niobe’s right
to the payment in cash of accrued and unpaid interest under the Notes which will be evidenced by a new note with a due date after
the maturity date of the notes issued in the Private Placement.


 


Niobe agrees and acknowledges that the shares
of Common Stock to be issued to Niobe upon conversion of the Notes as contemplated by this letter agreement (the “Shares”)
will be “restricted securities” and that the Shares have not been registered under the Securities Act of 1933, as amended
(the “Securities Act”), or any applicable state securities law and that it is acquiring the Shares as principal for
its own account and not with a view to or for distributing or reselling such Shares or any part thereof in violation of the Securities
Act or any applicable state securities law, has no present intention of distributing any of such Shares in violation of the Securities
Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other persons to
distribute or regarding the distribution of such Shares in violation of the Securities Act or any applicable state securities law
(this representation and warranty not limiting such Purchaser’s right to sell the Shares otherwise in compliance with applicable
federal and state securities laws).


 


Upon issuance of the Shares as contemplated
by this letter agreement, the Shares shall be duly authorized, full paid and nonassessable shares of Common Stock.


 




     


     


    




 


In furtherance of the transactions contemplated
by this letter agreement, each of Protalex and Niobe, at any time or from time to time after the date hereof, agree to cooperate
with each other, and at the request of the other party, to execute and deliver any further instruments or documents and to take
all such further action as the other party may reasonably request in order to evidence or effectuate the consummation of the transactions
contemplated hereby and to otherwise carry out the intent of the parties hereto.


 


In the event that the Private Placement is not
consummated on or before March 31, 2018, then this letter agreement and the rights and obligations hereunder shall be null and
void, ab initio.


 


	 	Sincerely,	 
	 	 	 
	 	PROTALEX, INC.	 
	 	 	 	 
	 	By:	 	 
	 	 	Kirk Warshaw	 
	 	 	Chief Financial Officer	 


 


	AGREED TO AND ACCEPTED:	 
	 	 
	NIOBE VENTURES, LLC	 
	 	 	 
	By:	 	 
	 	Arnold P. Kling, Manager