ContractWarrant Agreement • September 9th, 2011 • Protea Biosciences Inc. • 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.
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”).
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".
AMENDED AND RESTATED SECURITY AGREEMENTSecurity 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:
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”).
3rd AMENDMENT OF EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • September 9th, 2011 • Protea Biosciences Inc. • Blank checks
This 3rD Amendment Exclusive License Agreement (hereinafter called “Amendment”), to be effective as of the 11th day of April, 2007, is by and between Protea Biosciences, Inc., a Delaware corporation having its principal place of business at 955 Hartman Run Road #210, Morgantown, WV 26507, (hereinafter referred to as “LICENSEE”) and West Virginia University Research Corporation (hereinafter referred to as “LICENSOR”), a nonprofit West Virginia corporation having its principal place of business at Chestnut Ridge Research Building, 886 Chestnut Ridge Road, PO Box 6216, Morgantown, WV 26506-6216, acting for and on behalf of West Virginia University (“WVU”).
INTERCREDITOR AGREEMENTIntercreditor Agreement • September 9th, 2011 • Protea Biosciences Inc. • Blank checks • West Virginia
THIS INTERCREDITOR AGREEMENT (this “Agreement”) dated as of the 10th day of December, 2010 by and among the WEST VIRGINIA WATER DEVELOPMENT AUTHORITY (the “WVWDA”), a West Virginia public corporation acting on behalf of the WEST VIRGINIA INFRASTRUCTURE AND JOBS DEVELOPMENT COUNCIL (the “Infrastructure Council”; the Infrastructure Council and the WVWDA are hereinafter referred to collectively as the “Council”). WEST VIRGINIA ECONOMIC DEVELOPMENT AUTHORITY, a West Virginia public corporation (“WVEDA; WVEDA and the Council are hereinafter collectively referred to as the “Lenders”), and PROTEA BIOSCIENCES, INC., a Delaware corporation (“Borrower”).
2nd AMENDMENT OF EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • September 9th, 2011 • Protea Biosciences Inc. • Blank checks
This 2ND Amendment Exclusive License Agreement (hereinafter called “Amendment”), to be effective as of the 20th day of NOVEMBER, 2006, is by and between Protea Biosciences, Inc., a Delaware corporation having its principal place of business at 955 Hartman Run Road #210, Morgantown, WV 26507, (hereinafter referred to as “LICENSEE”) and West Virginia University Research Corporation (hereinafter referred to as “LICENSOR”), a nonprofit West Virginia corporation having its principal place of business at Chestnut Ridge Research Building, 886 Chestnut Ridge Road, PO Box 6216, Morgantown, WV 26506-6216, acting for and on behalf of West Virginia University (“WVU”).
LOAN AGREEMENTLoan Agreement • September 9th, 2011 • Protea Biosciences Inc. • Blank checks • West Virginia
THIS LOAN AGREEMENT (“Loan Agreement”), made and entered into this 21st day of October, 2010, by and between the West Virginia Economic Development Authority (“WVEDA”), 160 Association Drive, NorthGate Business Park, Charleston, West Virginia 25311, and Protea Biosciences, Inc., 955 Hartman Run Road, Suite 210, Morgantown, West Virginia 26507.
AMENDMENT TO LEASE AGREEMENT FOR THE MORGANTOWN ENTERPRISE CENTERLease Agreement • September 9th, 2011 • Protea Biosciences Inc. • Blank checks
THIS AMENDED AGREEMENT dated the 29th day of October 2010 by and between the MONONGALIA COUNTY DEVELOPMENT AUTHORITY (MCDA), a West Virginia public corporation, party of the first part (hereinafter called “Lessor” ); and PROTEA BIOSCIENCES, INC., a Delaware C Corporation, party of the second part (hereinafter called “Lessee”.)
AMENDMENT TO LEASE AGREEMENT FOR THE MORGANTOWN ENTERPRISE CENTERLease Agreement • September 9th, 2011 • Protea Biosciences Inc. • Blank checks
THIS AMENDED AGREEMENT dated the 27th day of May, 2010 by and between the MONONGALIA COUNTY DEVELOPMENT AUTHORITY (MCDA), a West Virginia public corporation, party of the first part (hereinafter called “Lessor”); and PROTEA BIOSCIENCES, INC., a Delaware C Corporation, party of the second part (hereinafter called “Lessee”.)
EXCLUSIVE LICENSE AGREEMENT BETWEEN THE JOHNS HOPKINS UNIVERSITY PROTEA BIOSCIENCES, INC. JHU Agreement Number: A15449 JHU Reference Number: C04997Exclusive License Agreement • September 9th, 2011 • Protea Biosciences Inc. • Blank checks • Maryland
THIS LICENSE AGREEMENT (the “Agreement”) is entered into by and between THE JOHNS HOPKINS UNIVERSITY, a Maryland corporation having an address at 3400 N. Charles Street, Baltimore, Maryland, 21218-2695 (“JHU”) and Protea Biosciences, Inc., a Delaware corporation having an address at 955 Hartman Run Road, Morgantown, WV, 26507 (“Company”), with respect to the following:
Second Amendment to Exclusive License AgreementExclusive License Agreement • September 9th, 2011 • Protea Biosciences Inc. • Blank checks • District of Columbia
This Second Amendment to the Exclusive License Agreement (this “Amendment”) is entered into as of January 14, 2011 (the “Effective Date of this Amendment”), 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, WV 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 and all appendices and exhibits thereto are collectively referred to herein as the “First Amended Agreement” and the work under such First Amended Agreement will be referred to herein as the “Project”.
SECURITY AGREEMENTSecurity 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:
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • September 9th, 2011 • Protea Biosciences Inc. • Blank checks • West Virginia
This Exclusive License Agreement (hereinafter called “Agreement”), to be effective as of the 21 day of DEC, 2005 (hereinafter called “Agreement Date”), is by and between Protea Biosciences, Inc., a Delaware corporation having its principal place of business at 955 Hartman Run Road #210, Morgantown, WV 26507, (hereinafter referred to as “LICENSEE”) and West Virginia University Research Corporation (hereinafter referred to as “LICENSOR”), a nonprofit West Virginia corporation having its principal place of business at Chestnut Ridge Research Building, 886 Chestnut Ridge Road, PO Box 6216, Morgantown, WV 26506-6216, acting for and on behalf of West Virginia University (“WVU”).
4th AMENDMENT OF EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • September 9th, 2011 • Protea Biosciences Inc. • Blank checks
This 4th Amendment to the Exclusive License Agreement (hereinafter called “Amendment”), to be effective as of the 24th day of January, 2008, is by and between Protea Biosciences, Inc., a Delaware corporation having its principal place of business at 955 Hartman Run Road #210, Morgantown, WV 26507, (hereinafter referred to as “LICENSEE”) and West Virginia University Research Corporation (hereinafter referred to as “LICENSOR”), a nonprofit West Virginia corporation having its principal place of business at Chestnut Ridge Research Building, 886 Chestnut Ridge Road, PO Box 6216, Morgantown, WV 26506-6216, acting for and on behalf of West Virginia University (“WVU”).
AMENDMENT LEASE AGREEMENT FOR THE MORGANTOWN ENTERPRISE CENTERLease Agreement • September 9th, 2011 • Protea Biosciences Inc. • Blank checks
THIS AMENDED AGREEMENT dated the 26 day of March, 2010 by and between the MONONGALIA COUNTY DEVELOPMENT AUTHORITY (MCDA), a West Virginia public corporation, party of the first part (“Lessor”); and PROTEA BIOSCIENCES, INC., a Delaware Corporation, party of the second part (“Lessee”):
AMENDED AND RESTATED EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • September 9th, 2011 • Protea Biosciences Inc. • Blank checks • District of Columbia
This Amended and Restated Exclusive License Agreement (“Agreement”) is made as of February 22, 2010 (the “Effective Date”), by and between The George Washington University, a congressionally chartered not for profit corporation (“University”), located in the District of Columbia, and PROTEA BIOSCIENCES, INC., a for profit corporation (“Company”), having a place of business at 955 Hartman Run Road, Suite 210, Morgantown, WV 26507. University and Company may each be referred to herein individually as “Party” and collectively as the “Parties”.
CANCELLATION AGREEMENTCancellation Agreement • September 9th, 2011 • Protea Biosciences Inc. • Blank checks • Delaware
This Agreement (this “Agreement”) is made as of the 2nd day of September, 2011 by and among SRKP 5, Inc., a Delaware corporation having its offices at 4737 North Ocean Drive, Suite 207, Lauderdale by the Sea, FL 33308 (the “Company”) and the individuals set forth on Schedule I hereto (the “Sellers”).
LEASE AGREEMENT FOR THE MORGANTOWN ENTERPRISE CENTERLease Agreement • September 9th, 2011 • Protea Biosciences Inc. • Blank checks • West Virginia
THIS AGREEMENT dated the 8th day of October 2009 by and between MONONGALIA COUNTY DEVELOPMENT AUTHORITY (MCDA), a West Virginia public corporation, party of the first part (hereinafter called “Lessor” ); and PROTEA BIOSCIENCES, INC., a Delaware C Corporation, party of the second part (hereinafter called “Lessee”.)
SECURITY AGREEMENTSecurity Agreement • September 9th, 2011 • Protea Biosciences Inc. • Blank checks • West Virginia
THIS SECURITY AGREEMENT (together with all exhibits, riders or other documents attached hereto, as any or all may be amended or modified from time to time, the “Security Agreement”) is made as of the 3rd day of August, 2009, by and between PROTEA BIOSCIENCES, INC., a Delaware corporation (the “Debtor”), and WEST VIRGINIA WATER DEVELOPMENT AUTHORITY, acting on behalf of the WEST VIRGINIA INFRASTRUCTURE AND JOBS DEVELOPMENT COUNCIL (the “Secured Party”).
FIRST AMENDMENT TO EXCLUSIVE OPTION AGREEMENTExclusive Option Agreement • September 9th, 2011 • Protea Biosciences Inc. • Blank checks
This First Amendment (this “Amendment”), dated as of Dec 11, 2002, is by and between West Virginia University Research Corporation, a West Virginia nonprofit corporation, for and on behalf of West Virginia University (“WVURC”) and Protea Biosciences, Inc., a Delaware corporation, and its Affiliates (“LICENSEE”).
INTERCREDITOR AGREEMENTIntercreditor Agreement • September 9th, 2011 • Protea Biosciences Inc. • Blank checks • West Virginia
THIS INTERCREDITOR AGREEMENT (this “Agreement”) dated as of the 3rd day of August, 2009 by and among the WEST VIRGINIA WATER DEVELOPMENT AUTHORITY (the “WVWDA”), a West Virginia public corporation acting on behalf of the WEST VIRGINIA INFRASTRUCTURE AND JOBS DEVELOPMENT COUNCIL (the “Infrastructure Council”; the Infrastructure Council and the WVWDA are hereinafter referred to collectively as the “Council”), WEST VIRGINIA ECONOMIC DEVELOPMENT AUTHORITY, a West Virginia public corporation (“WVEDA; WVEDA and the Council are hereinafter collectively referred to as the “Lenders”), and PROTEA BIOSCIENCES, INC., a Delaware corporation (“Borrower”).
AGREEMENT AND PLAN OF MERGER by and among Protea Biosciences, Inc., SRKP 5, Inc. and SRKP 5 Acquisition Corp. September 2, 2011Merger Agreement • September 9th, 2011 • Protea Biosciences Inc. • Blank checks • Delaware
This Agreement and Plan of Merger (this “Agreement”) is entered into as of September 2, 2011, by and among Protea Biosciences, Inc., a Delaware corporation (“Protea”), SRKP 5, Inc., a Delaware corporation (“SRKP”), and SRKP Acquisition Corp., a Delaware corporation (“MergerCo”).
Third Amendment to Exclusive License AgreementExclusive License Agreement • September 9th, 2011 • Protea Biosciences Inc. • Blank checks • District of Columbia
This Third Amendment to the Exclusive License Agreement (this “Amendment”) is entered into as of April 27, 2011 (the “Effective Date of this Amendment”), 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, further amended via the second amendment effective as of January 14, 201l (the “Second Amendment”) and all appendices and exhibits thereto are collectively referred to herein as the “the First Amended Agreement”.
1st AMENDMENT OF EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • September 9th, 2011 • Protea Biosciences Inc. • Blank checks
This 1st Amendment Exclusive License Agreement (hereinafter called “Amendment”), to be effective as of the 8th day of March, 2006, is by and between Protea Biosciences, Inc., a Delaware corporation having its principal place of business at 955 Hartman Run Road #210, Morgantown, WV 26507, (hereinafter referred to as “LICENSEE”) and West Virginia University Research Corporation (hereinafter referred to as “LICENSOR”), a nonprofit West Virginia corporation having its principal place of business at Chestnut Ridge Research Building, 886 Chestnut Ridge Road, PO Box 6216, Morgantown, WV 26506-6216, acting for and on behalf of West Virginia University (“WVU”).
SECURITY AGREEMENTSecurity 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:
JOINT RESEARCH AND DEVELOPMENT AGREEMENTJoint Research and Development Agreement • September 9th, 2011 • Protea Biosciences Inc. • Blank checks
LABORATOIRES MAYOLY SPINDLER SAS, a corporation created and organized under French laws, having its registered office at 6, avenue de l’Europe, 78400 Chatou, France, represented by its President, SCORPIUS SAS, a corporation created and organized under French laws, having its registered office at 55 rue Jouffroy d’Abbans, 75017 Paris, France, itself being represented by its President Mr. Jean-Nicolas VERNIN;
LOAN AGREEMENTLoan Agreement • September 9th, 2011 • Protea Biosciences Inc. • Blank checks • West Virginia
THIS LOAN AGREEMENT (“Loan Agreement”), made and entered into this 3rd day of August, 2009, by and between the West Virginia Economic Development Authority (“WVEDA”), 160 Association Drive, NorthGate Industrial Park, Charleston, West Virginia 25311, and Protea Biosciences, Inc., 955 Hartman Run Road, Suite 210, Morgantown, West Virginia 26507.
