Form
of Guaranty


 


THIS
GUARANTY (“Guaranty”) is made as of this [__] day of [__], 2019, by Protagenic Therapeutics Canada (2006) Inc.,
a corporation formed in 2006 under the laws of the Province of Ontario, Canada (the “Guarantor”), in favor
of the individuals and entities set forth on Schedule I hereto (each, a “Lender” and collectively, the “
Lenders”), to guarantee all Obligations (as defined below) of Protagenic Therapeutics, Inc., a Delaware corporation
and owner of one hundred percent (100%) of the equity of Guarantor (“Debtor”).


 


To
secure the prompt and faithful payment and satisfaction of the Convertible Promissory Notes, dated as of ________, 20191,
and executed by Debtor in favor of Lenders (the “Notes”), in the aggregate amount of Two Million Dollars ($2,000,000)
due and owing to Lenders (the “Obligations”), Guarantor unconditionally, irrevocably and absolutely guarantees
the full and prompt payment and satisfaction of the Obligations when due, whether by acceleration or otherwise, and at all times
thereafter. Capitalized terms not otherwise defined in this Guaranty shall have the meanings set forth in the Notes.


 


All
actions by Lenders hereunder may only be taken upon the written consent of a Holder Majority.


 


Lenders
may, from time to time, and in accordance with the terms of this Guaranty, the Notes, Note Purchase Agreements and other Loan
Documents, and without notice to Guarantor, take any or all of the following actions: (a) retain or obtain a Lien against any
property, including the Guarantor Collateral (as defined below), to secure any of the Obligations or this Guaranty; (b) subject
to the terms of the Note Agreement, retain or obtain the primary or secondary obligation extend or renew for one or more periods
all or any part of the Obligations, whether or not longer than the original periods, or modify or alter any of the terms or provisions
(including, by way of example and not limitation, the interest rate, maturity, or installment amount) of any of the Obligations,
or accelerate or exchange any of the Obligations, or release Debtor or compromise any of the Obligations of any guarantor or any
obligor with respect to any of the Obligations; (c) release its security interest or encumbrance in, or surrender, sell, transfer,
exchange, substitute, dispose of, or otherwise deal with all or any part of any collateral, including the Guarantor Collateral;
(d) discharge, release, compound or settle with Debtor or any guarantor as to the Obligations; (e) file, or elect not to file,
a proof of claim against the estate of any bankrupt, insolvent, incompetent or deceased Debtor, guarantor or other person or entity;
or (f) apply any and all amounts received by Lenders from whatever source on account of the Obligations toward the payment of
the Obligations in such order as Lenders may from time to time elect.


 


At
any time after a default by Debtor pursuant to the Note or any Loan Document(s), Lenders may sue Debtor or Guarantor or both to
enforce the payment of any sum or for the performance of any of the Obligations, or for the recovery of damages, and without regard
to the existence of additional causes of action. Guarantor shall pay Lenders for all attorneys’ fees and expenses and costs
of collection reasonably incurred by it in collecting any of the Obligations. The rights, remedies, and benefits provided to Lenders
shall be cumulative and shall not be exclusive of any other rights, remedies or benefits allowed by law, and may be exercised
either successively or concurrently.


 





 






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If
default is made in the performance or satisfaction of any of the Obligations and such default continues beyond any applicable
cure periods, Lenders may, at their option, and without further notice, declare the Obligations due and payable, sell any collateral,
including the Guarantor Collateral, or any part of it, or cause it to be sold at public or private sale, and Lenders may become
purchaser thereof at their option.


 


Guarantor
waives demand, notice, protest, notice of acceptance of this Guaranty, notice of any loans made, extensions granted, renewals,
collateral received or delivered, or other action taken in reliance on this Guaranty, all demands and notices in connection with
the delivery, acceptance, performance, default or enforcement of any note, payment of which is guaranteed by this Guaranty, and
all other demands and notices of any description.


 


This
Guaranty is to be construed in accordance with and governed by the laws of the State of New York, without regard to principles
of conflict of laws. Any term of this Guaranty may be amended and the observance of any term of this Guaranty may be waived (either
generally or in a particular instance and either retroactively or prospectively), only with the prior written consent of Lenders.
Except as may be otherwise provided herein, all notices, requests, waivers and other communications made pursuant to this Guaranty
shall be made in accordance with Section 7(d) of the Note Purchase Agreement. If one or more provisions of this Guaranty are held
to be unenforceable under applicable law, such provision shall be excluded from this Guaranty and the balance of the Guaranty
shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms. The Guaranty
may not be assigned without the prior written consent of Lenders.


 


[Signature
Page Follows]


 




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Guarantor
has executed this Guaranty as of the date set forth above.


 


	GUARANTOR	 
	 	 	 
	PROTAGENIC
    THERAPEUTICS CANADA (2006) INC.
	 	 	 
	By:	               	 
	Name:	 	 
	Title:	 	 


 




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