EXHIBIT 10.21


 


EXCHANGE AGREEMENT


 


Protalex, Inc.


131 Columbia Turnpike, Suite 1


Florham Park, New Jersey 07392


 


June 3, 2016


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”).


 


Simultaneous with the
effectiveness of the Company’s Registration Statement on Form S-1 (SEC File No. 333-206008) with respect to a “Qualified
Public Offering”, the Company and Niobe hereby unconditionally agree to exchange, concurrently with the closing of such Qualified
Public Offering, 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 that Common Stock is sold to the public investors in a Qualified Public Offering. 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 all accrued and unpaid interest under the Notes as provided for below.


 


A “Qualified
Public Offering” shall mean a public offering of Protalex Common Stock yielding gross proceeds to Protalex of at least $7.0
million.


 


Within five business
days following the closing of a Qualified Public Offering, all accrued and unpaid interest on the Notes shall be paid to Niobe
in cash.


 


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). Niobe further agrees to enter into a customary lockup agreement
covering all such Shares in favor of the underwriter of the Qualified Public Offering on the same terms as shall apply to the Company
and its officers and directors.


 


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 or any underwriter of such Qualified Public Offering 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 a
Qualified Public Offering is not consummated on or before October 31, 2016 as contemplated by the related underwriting agreement,
then this letter agreement and the rights and obligations hereunder shall be null and void, ab initio.


 


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


 


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