UNDERWRITING AGREEMENTUnderwriting Agreement • July 15th, 2016 • Protea Biosciences Group, Inc. • Pharmaceutical preparations • New York
FORM OF PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT PROTEA BIOSCIENCES GROUP, INC.Common Stock Purchase Warrant • November 21st, 2016 • Protea Biosciences Group, Inc. • Pharmaceutical preparations • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Laidlaw & Company (UK) Ltd. (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the three year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Protea Biosciences Group, Inc., a Delaware corporation (the “Company”), up to ______[1] shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
FORM OF COMMON STOCK PURCHASE WARRANT PROTEA BIOSCIENCES GROUP, INC.Protea Biosciences Group, Inc. • November 21st, 2016 • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [ ] (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the three year anniversary of the Final Closing Date under the Subscription Agreement (the “Termination Date”) but not thereafter, to subscribe for and purchase from Protea Biosciences Group, Inc., a Delaware corporation (the “Company”), up to [ ] shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
RESTATED SENIOR SECURED CONVERTIBLE PROMISSORY NOTEProtea Biosciences Group, Inc. • April 24th, 2017 • Pharmaceutical preparations • New York
THIS RESTATED SENIOR SECURED CONVERTIBLE PROMISSORY NOTE is issued pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended, and is issued in exchange for a prior $720,000 10% OID original principal amount senior secured promissory note of PROTEA BIOSCIENCES GROUP, INC., a Delaware corporation, (the “Company”), having its principal place of business at 1311 Pineview Drive, Suite 501, Morgantown, WV 26505, that was issued to GRQ CONSULTANTS, INC. 401k on September 2, 2016 (the “Original Note”).
20% ORIGINAL ISSUE DISCOUNT UNSECURED CONVERTIBLE DEBENTURE DUE ON OR BEFORE NOVEMBER 30, 2017Protea Biosciences Group, Inc. • August 29th, 2017 • Pharmaceutical preparations • New York
THIS 20% ORIGINAL ISSUE DISCOUNT UNSECURED CONVERTIBLE DEBENTURE, dated as of June 5, 2017 between the “Holder” (defined below) and PROTEA BIOSCIENCES GROUP, INC., a Delaware corporation (the “Company”), having its principal place of business at 1311 Pineview Drive, Suite 501, Morgantown, WV 26505 (the “Exchange Agreement”).
Securities Purchase AgreementSecurities Purchase Agreement • March 10th, 2016 • Protea Biosciences Group, Inc. • Pharmaceutical preparations • Utah
This Securities Purchase Agreement (this “Agreement”), dated as of March 4, 2016, is entered into by and between Protea Biosciences Group, Inc., a Delaware corporation (“Company”), and St. George Investments LLC, a Utah company, its successors and/or assigns (“Investor”).
FORM OF COMMON STOCK PURCHASE WARRANT To Purchase [Number] Shares of Common Stock of SRKP 5, Inc.SRKP 5 Inc • August 7th, 2007 • Blank checks
THIS COMMON STOCK PURCHASE WARRANT CERTIFIES that, for value received, [Name] (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the sixth anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from SRKP 5, Inc., a Delaware corporation (the “Company”), up to [Number] shares (the “Warrant Shares”) of the Company’s common stock, par value $.0001 per share (the “Common Stock”). The purchase price of one share of Common Stock (the “Exercise Price”) under this Warrant shall be $.01, subject to adjustment hereunder. The Exercise Price and the number of Warrant Shares for which the Warrant is exercisable shall be subject to adjustment as provided herein.
FORM OF WARRANT PURCHASE AGREEMENTForm of Warrant Purchase Agreement • August 7th, 2007 • SRKP 5 Inc • Blank checks • New York
THIS WARRANT PURCHASE AGREEMENT (this “Agreement”) entered into as of the 3rd day of August 2007, by and between SRKP 5, Inc., a Delaware corporation with an address at 4737 North Ocean Drive, Suite 207, Lauderdale by the Sea, FL 33308 (the “Company”) and [Name of Purchaser], an individual with an address at [Purchaser’s Address] (the “Purchaser”).
FORM OF PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT PROTEA BIOSCIENCES GROUP, INC.Protea Biosciences Group, Inc. • April 14th, 2017 • Pharmaceutical preparations • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Laidlaw & Company (UK) Ltd. (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the three year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Protea Biosciences Group, Inc., a Delaware corporation (the “Company”), up to ______[1] shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • August 7th, 2007 • SRKP 5 Inc • Blank checks • New York
AGREEMENT entered into as of the 3rd day of August, 2007, by and between SRKP 5, Inc., a Delaware corporation with an address at 4737 North Ocean Drive, Suite 207, Lauderdale by the Sea, FL 33308 (the “Company”) and Charles Frisco with an address at 117 Belmont Avenue, Long Beach, CA 90803 (the “Purchaser”).
PROTEA BIOSCIENCES GROUP, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 6th, 2017 • Protea Biosciences Group, Inc. • Pharmaceutical preparations • New York
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”), dated as of the date set forth on the signature page hereto, is made by and between Protea Biosciences Group, Inc., a Delaware corporation (the “Company”) and the undersigned investor (the “Investor”).
ContractProtea Biosciences Group, Inc. • March 10th, 2016 • Pharmaceutical preparations • Utah
THIS WARRANT AND THE COMMON STOCK ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON STOCK ISSUABLE HEREUNDER MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT OR ANY SHARES ISSUABLE HEREUNDER UNDER SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAW OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO PROTEA BIOSCIENCES GROUP, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
ContractProtea Biosciences Group, Inc. • August 9th, 2013 • Pharmaceutical preparations • Delaware
THIS WARRANT AND THE SECURITIES UNDERLYING THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH SECURITIES ACT, ANY APPLICABLE STATE SECURITIES LAWS AND THE RULES AND REGULATIONS THEREUNDER.
SUBSCRIPTION AGREEMENTSubscription Agreement • April 6th, 2017 • Protea Biosciences Group, Inc. • Pharmaceutical preparations • New York
SUBSCRIPTION AGREEMENT (this “Agreement”) made as of the last date set forth on the signature page hereof between Protea Biosciences Group, Inc. (the “Company”), and the undersigned (the “Subscriber”).
Securities Purchase AgreementSecurities Purchase Agreement • August 9th, 2013 • Protea Biosciences Group, Inc. • Pharmaceutical preparations • Delaware
This Securities Purchase Agreement (the “Agreement”) is made as of [ ], 2013 (the “Effective Date”) by and among Protea Biosciences Group, Inc., a Delaware corporation (the “Company”), and the undersigned purchaser (the “Purchaser”).
SUBSCRIPTION AGREEMENTSubscription Agreement • May 29th, 2015 • Protea Biosciences Group, Inc. • Pharmaceutical preparations • New York
SUBSCRIPTION AGREEMENT (this “Agreement”) made as of the last date set forth on the signature page hereof between Protea Biosciences Group, Inc., (the “Company”), and the undersigned (the “Subscriber”).
FORM OF COMMON STOCK PURCHASE WARRANT PROTEA BIOSCIENCES GROUP, INC.Protea Biosciences Group, Inc. • November 16th, 2015 • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the three year anniversary of the Final Closing Date under the Subscription Agreement (the “Termination Date”) but not thereafter, to subscribe for and purchase from Protea Biosciences Group, Inc., a Delaware corporation (the “Company”), up to [ ] shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
FORM OF CLASS B COMMON STOCK PURCHASE WARRANT PROTEA BIOSCIENCES GROUP, INC.Protea Biosciences Group, Inc. • April 14th, 2017 • Pharmaceutical preparations
THIS CLASS B COMMON STOCK PURCHASE WARRANT (the “Class B Warrant”) certifies that, for value received, [ ] (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) year anniversary of the Issue Datet (the “Termination Date”) but not thereafter, to subscribe for and purchase from Protea Biosciences Group, Inc., a Delaware corporation (the “Company”), up to [ ] shares of Common Stock (the “Class B Warrant Shares”). The purchase price of one share of Common Stock under this Class B Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
ContractProtea Biosciences Inc. • September 9th, 2011 • Blank checks • Delaware
This Warrant and the securities underlying this Warrant have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) and may not be offered, sold or otherwise transferred, assigned, pledged or hypothecated in the absence of such registration or an exemption therefrom under such Securities Act, any applicable state securities laws and the rules and regulations thereunder.
ContractProtea Biosciences Group, Inc. • August 25th, 2017 • Pharmaceutical preparations • Delaware
THIS WARRANT AND THE SECURITIES UNDERLYING THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH SECURITIES ACT, ANY APPLICABLE STATE SECURITIES LAWS AND THE RULES AND REGULATIONS THEREUNDER.
UNIT PURCHASE AGREEMENT BY AND AMONG PROTEA BIOSCIENCES GROUP, INC. AND THE PURCHASERS PARTY HERETOUnit Purchase Agreement • November 16th, 2015 • Protea Biosciences Group, Inc. • Pharmaceutical preparations • New York
THIS UNIT PURCHASE AGREEMENT (the “Agreement”) is entered into as of the date set forth on the signature page hereto by and among Protea Biosciences Group, Inc., a Delaware corporation (“Protea” or the “Company”) and the purchasers identified on Exhibit A on the date hereof (which purchasers are hereinafter collectively referred to as the “Purchasers” and each individually as, a “Purchaser”).
DEBT CONVERSION AGREEMENTDebt Conversion Agreement • April 14th, 2017 • Protea Biosciences Group, Inc. • Pharmaceutical preparations • New York
THIS DEBT CONVERSION AGREEMENT (this “Agreement”) made as of the date set forth on the signature page hereto (the “Agreement Date”) between PROTEA BIOSCIENCES GROUP, INC., a Delaware corporation (the “Company”), and the Person who has executed this Agreement under the designation “Investor” on the signature page of this Agreement (the “Investor”).
GUARANTY AGREEMENTGuaranty Agreement • August 25th, 2017 • Protea Biosciences Group, Inc. • Pharmaceutical preparations • West Virginia
THIS GUARANTY AGREEMENT (this “Guaranty”), dated as of August __, 2017, by PROTEA BIOSCIENCES, INC., a Delaware corporation (the “Guarantor”) in favor of SUMMIT RESOURCES, INC. a West Virginia corporation (the “Lender”), or its registered assigns.
REDEMPTION AGREEMENTRedemption Agreement • August 7th, 2007 • SRKP 5 Inc • Blank checks • New York
This Agreement (the “Agreement”) is made as of the 3rd day of August, 2007 by and between SRKP 5, Inc., a Delaware corporation having its offices at 4737 North Ocean Drive, Suite 207, Lauderdale by the Sea, FL 33308 (the “Issuer”) and Thomas Poletti, with an address at c/o Kirkpatrick & Lockhart Preston Gates Ellis LLP, 10100 Santa Monica Blvd., 7th Floor, Los Angeles, CA 90067 (the “Seller”).
LOAN MODIFICATION AND WARRANT ISSUANCE AGREEMENTLoan Modification and Warrant Issuance Agreement • May 13th, 2016 • Protea Biosciences Group, Inc. • Pharmaceutical preparations
THIS LOAN MODIFICATION AND WARRANT ISSUANCE AGREEMENT (this “Agreement”) made and entered on this 30 day of December, 2015, by and between PROTEA BIOSCIENCES GROUP, INC. (the “Company”), a corporation existing under the laws of the State of Delaware, and WEST VIRGINIA JOBS INVESTMENT TRUST BOARD (“WVJITB”);
LOAN AGREEMENTLoan Agreement • September 9th, 2011 • Protea Biosciences Inc. • Blank checks • West Virginia
THIS LOAN AGREEMENT (“Agreement”), made and entered into as of the 10th day of December, 2010, by and between the WEST VIRGINIA WATER DEVELOPMENT AUTHORITY, a governmental instrumentality and body corporate of the State of West Virginia (the “Authority”), acting by and on behalf of the WEST VIRGINIA INFRASTRUCTURE AND JOBS DEVELOPMENT COUNCIL (the “Council”; the Authority and Council are hereinafter collectively referred to as the “Lender”), and PROTEA BIOSCIENCES, INC., a Delaware corporation (“Borrower”).
FORM OF CLASS A COMMON STOCK PURCHASE WARRANT PROTEA BIOSCIENCES GROUP, INC.Protea Biosciences Group, Inc. • April 6th, 2017 • Pharmaceutical preparations
THIS CLASS A COMMON STOCK PURCHASE WARRANT (the “Class A Warrant”) certifies that, for value received, [ ] (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the eighteenth (18th ) month anniversary of the Final Closing Date under the Subscription Agreement (the “Termination Date”) but not thereafter, to subscribe for and purchase from Protea Biosciences Group, Inc., a Delaware corporation (the “Company”), up to [ ] shares (the “Class A Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Class A Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
EMPLOYMENT AGREEMENTEmployment Agreement • April 6th, 2015 • Protea Biosciences Group, Inc. • Pharmaceutical preparations • Delaware
This Employment Agreement (the “Agreement”) is made and entered into by and between Stephen Turner (the “Executive”) and Protea Biosciences Group, Inc., a corporation organized under the laws of Delaware (the “Company”).
Fourth Amendment to Exclusive License AgreementExclusive License Agreement • September 9th, 2011 • Protea Biosciences Inc. • Blank checks • District of Columbia
This Fourth Amendment to the Exclusive License Agreement (this "Amendment") is entered into as of June 21, 2011, by and between The George Washington University ("University") and Protea Biosciences, Inc., ("Company") having a place of business at 955 Hartman Run Road, Suite 210, Morgantown, West Virginia 26507. University and Company may each be referred to herein individually as "Party" and collectively as the "Parties". The Exclusive License Agreement effective as of December 1, 2008, which was amended as set forth in the Amended and Restated Exclusive License Agreement effective as of February 22, 2010, amended via the second amendment effective as of January 14, 2011, and further amended via the third amendment effective as of April 27, 2011, and all appendices and exhibits thereto are collectively referred to herein as the "the Amended Exclusive License Agreement".
Warrant Purchase and Reimbursement AgreementWarrant Purchase and Reimbursement Agreement • May 10th, 2013 • Protea Biosciences Group, Inc. • Pharmaceutical preparations • Delaware
This Amended and Restated Securities Purchase Agreement (the “Agreement”) is made as of March 6, 2013 (the “Effective Date”) by and among Protea Biosciences Group, Inc., a Delaware corporation (the “Company”), and Steven Antoline (the “Purchaser”).
AMENDED AND RESTATED SECURITY AGREEMENTAmended and Restated Security Agreement • September 9th, 2011 • Protea Biosciences Inc. • Blank checks
Protea Biosciences, Inc., 955 Hartman Run Road, Suite 210, Morgantown, West Virginia 26507, herein called “Debtor,” and West Virginia Economic Development Authority, herein called “Secured Party,” agree as follows:
THE GEORGE WASHINGTON UNIVERSITY Patent License AgreementPatent License Agreement • March 27th, 2013 • Protea Biosciences Group, Inc. • Pharmaceutical preparations • District of Columbia
This Patent License Agreement (this "Agreement") is between The George Washington University, a congressionally chartered non-profit corporation ("University") located in the District of Columbia, and Protea Biosciences, Inc., a Delaware corporation (“Company”). Agreement is being signed on November 20, 2012 (“the Execution Date”).This Agreement will become effective as of November 28, 2012 (the Effective Date”).University and Company may each be referred to herein individually as "Party" and collectively as the "Parties".
EXCHANGE AGREEMENTExchange Agreement • April 14th, 2017 • Protea Biosciences Group, Inc. • Pharmaceutical preparations • New York
THIS EXCHANGE AGREEMENT (the “Agreement”), dated as of March ___], 2017, is made by and between PROTEA BIOSCIENCES GROUP, INC., a Delaware corporation (“Company”), and the undersigned signatory hereto (“Holder”), as a holder of the Units of Common Stock and Warrants (as defined below) in the Company’s 2016-17 Offering (as defined below).
ContractProtea Biosciences Group, Inc. • March 26th, 2012 • Pharmaceutical preparations • Delaware
This Warrant and the securities underlying this Warrant have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) and may not be offered, sold or otherwise transferred, assigned, pledged or hypothecated in the absence of such registration or an exemption therefrom under such Securities Act, any applicable state securities laws and the rules and regulations thereunder.
EXCLUSIVE OPTION AGREEMENTExclusive Option Agreement • September 9th, 2011 • Protea Biosciences Inc. • Blank checks • West Virginia
This Exclusive Option Agreement, (hereinafter called “Agreement”) to be effective as of the 19 day of September, 2001 (hereinafter called “Agreement Date”), is by and between West Virginia University Research Corporation, a West Virginia nonprofit corporation having its principal place of business at 886 Chestnut Ridge Road, Morgantown, West Virginia 26505, for and on behalf of West Virginia University (hereinafter collectively referred to as “WVURC”), and Protea Biosciences, Inc., a Delaware corporation having its principal place of business at 129 W. Patrick Street, Suite 8, Frederick, Maryland 21701, and its Affiliates (hereinafter collectively referred to as “LICENSEE”).
