PROTALEX, INC.


 


Stock Option Agreement


(this “Agreement”)


Dated: February 4, 2014


(“Grant Date”)


 


Protalex, Inc., a Delaware
corporation (the “Company”), hereby grants to Marco M. Elser (the
“Optionee”), a stock option to purchase a total of 250,000 shares of the Company's Common Stock, par value $.00001
per share (the “Common Stock”), at a price of $9.00 per share (the “Exercise Price”).


 


1.            Term.


 


This option shall
expire ten (10) years from the date hereof (the “Termination Date”). In no event shall this option be exercisable
after the Termination Date.


 


2.            Characterization
of Options.


 


The option granted
pursuant to this Agreement is intended to constitute a non-qualified option, subject to §83 of the Internal Revenue Code of
1986, as amended (the “Code”).


 


3.             Exercise
of Options.


 


(a)          Subject
to earlier termination or cancellation as provided in this Agreement, this Option may be exercised at any time on or after the
date hereof, in whole or in part, as follows and on or prior the Termination Date:


 


			for 33.33% of the shares on or after the date hereof; and



			for 66.67% of the shares on or after the one-year anniversary of the date hereof; and



			for 100% of the shares on or after the two-year anniversary of the date hereof.



 


(b)          To
the extent vested prior to the Termination Date, this option shall be exercisable by written notice of such exercise, in the form
prescribed by the Board of Directors of the Company (the “Board”), to the Secretary or Treasurer of the Company
at its principal office. The notice shall specify the number of shares of Common Stock for which the option is being exercised
(which number, if less than all of the shares then subject to exercise, shall be 50 or a multiple thereof) and shall be accompanied
by payment (i) in cash or by check in the amount equal to the Exercise Price multiplied by the number of shares to be purchased
upon exercise, or (ii) in such other manner as the Board shall deem acceptable. No shares shall be delivered upon exercise of any
option until all laws, rules and regulations which the Board may deem applicable have been complied with.


 


(c)          The
Optionee shall not be considered a record holder of the Common Stock issuable pursuant to this Agreement for any purpose until
the date on which he or she is actually recorded as the holder of such Common Stock in the records of the Company.


  




    	 



    	 



    

 


4.            Termination.


 


Notwithstanding the
Termination Date, this option shall terminate ninety (90) days after the termination of the Optionee’s directorship with
the Company or an Affiliate of the Company for any reason or for no reason unless:


 


(a)          such
termination of directorship is due to the Optionee’s permanent and total disability (within the meaning of Section 422(c)(6)
of the Code), in which case the Options shall terminate on the earlier of the termination date set forth herein or one (1) year
following such termination of directorship; or


 


(b)          such
termination of directorship is due to the Optionee’s death, in which case the option shall terminate on the earlier of the
termination date set forth herein or one (1) year after the Optionee’s death; or


 


(c)          exercise
of the Options within ninety (90) days after termination of the Optionee’s directorship with the Company or with an Affiliate
would result in liability under Section 16(b) of the Securities Exchange Act of 1934, in which case the Options will terminate
on the earlier of: (i) the tenth (10th) day after the last date upon which exercise would result in such liability;
or (ii) six (6) months and ten (10) days after the termination of the Optionee’s directorship with the Company or an Affiliate.


 


The Options may be exercised following termination
of the Optionee’s directorship only as to that number of shares as to which it was exercisable on the date of termination
of the Optionee’s directorship under the provisions of paragraph 3 of this Agreement. For purposes of this Agreement, “termination
of Optionee’s directorship” shall mean the last date that the Optionee is a member of the Board of Directors of the
Company or an Affiliate.


 


5.            Anti-Dilution
Provisions.


 


(a)          If
there is any stock dividend, stock split, or combination of shares of Common Stock, the number and amount of shares then subject
to this option shall be proportionately and appropriately adjusted; no change shall be made in the aggregate purchase price to
be paid for all shares subject to this option, but the aggregate purchase price shall be allocated among all shares subject to
this option after giving effect to the adjustment.


 


(b)          If
there is any other change in the Common Stock, including recapitalization, reorganization, sale or exchange of assets, exchange
of shares, offering of subscription rights, or a merger or consolidation in which the Company is the surviving corporation, an
adjustment, if any, shall be made in the shares then subject to this option as the Board may deem equitable. Failure of the Board
to provide for an adjustment pursuant to this subparagraph prior to the effective date of any Company action referred to herein
shall be conclusive evidence that no adjustment is required in consequence of such action.


 




    	2



    	 



    

 


(c)          If
the Company is merged into or consolidated with any other corporation, or if it sells all or substantially all of its assets to
any other corporation, then either (i) the Company shall cause provisions to be made for the continuance of this option after such
event, or for the substitution for this option of an option covering the number and class of securities which the Optionee would
have been entitled to receive in such merger or consolidation by virtue of such sale if the Optionee had been the holder of record
of a number of shares of Common Stock equal to the number of shares covered by the unexercised portion of this option, or (ii)
the Company shall give to the Optionee written notice of its election not to cause such provision to be made and this option shall
become exercisable in full (or, at the election of the Optionee, in part) at any time during a period of 20 days, to be designated
by the Company, ending not more than 10 days prior to the effective date of the merger, consolidation or sale, in which case this
option shall not be exercisable to any extent after the expiration of such 20-day period.


 


6.            Investment
Representation; Legend on Certificates; Resale Restriction.


 


The Optionee agrees
that until such time as a registration statement under the Securities Act of 1933, as amended (the “1933 Act”),
becomes effective with respect to the option and/or the stock, the Optionee is taking this option and will take the stock underlying
this option, for his own account, for investment and not with a view to the resale or distribution thereof. The Company shall have
the right to place upon the face of any stock certificate or certificates evidencing shares issuable upon the exercise of this
option such legend as the Board may prescribe for the purpose of preventing disposition of such shares in violation of the 1933
Act, as now or hereafter provided.


 


7.            Non-Transferability.


 


This option shall not
be transferable by the Optionee other than by will or by the laws of descent or distribution, and is exercisable during the lifetime
of the Optionee only by the Optionee.


 


8.            Certain
Rights Not Conferred by Option.


 


The Optionee shall
not, by virtue of holding this option, be entitled to any rights of a stockholder in the Company.


 


9.            Expenses.


 


The Company shall pay
all original issue and transfer taxes with respect to the issuance and transfer of shares of Common Stock pursuant hereto and all
other fees and expenses necessarily incurred by the Company in connection therewith.


 


10.          Miscellaneous.


 


In no event shall this
option be exercisable after the Termination Date. Nothing herein shall be deemed to create any employment agreement or guaranty
of the Optionee’s position with the Company or limit in any way the Company's right to terminate Optionee's position at any
time. As of the date hereof, except for the options granted hereunder, Optionee does not hold any other options to purchase shares
of Common Stock.


 




    	3



    	 



    

 


IN WITNESS WHEREOF,
the parties have caused this Agreement to be executed by their respective duly authorized representatives as of the date first
above written.


 


	 	PROTALEX, INC.
	 	 	 
	 	By:	 
	 	 	Arnold P. Kling, President


 


	Accepted as of the date	 
	 first set forth above:	 
	 	 
	 	 
	Marco M. Elser, Optionee	 


 




    	4