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).
20% ORIGINAL ISSUE DISCOUNT UNSECURED CONVERTIBLE DEBENTURE DUE [_____________ __, 2017]1Protea Biosciences Group, Inc. • November 21st, 2016 • Pharmaceutical preparations • New York
THIS 20% ORIGINAL ISSUE DISCOUNT UNSECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 20% Original Issue Discount Unsecured Convertible Debentures 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, designated as its 20% Original Issue Discount Unsecured Convertible Debenture due [February __, 2017]1 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
SUBSCRIPTION AGREEMENTSubscription Agreement • November 21st, 2016 • Protea Biosciences Group, Inc. • Pharmaceutical preparations • New York
We have included in this Agreement, including the Schedule, certain forward-looking statements. Such statements can be identified by the use of forward-looking terminology such as “believe,” “expect,” “may,” “should,” “seek,” “on-track,” “plan,” “project,” “forecast,” “intend” or “anticipate,” or the negative thereof or comparable terminology, or by discussions of vision, strategy or outlook, including statements related to revenues and profitability, pricing and competition, the continued viability of our technology, our growth and expansion plans, including retaining new employees, compliance with governmental regulations, our intellectual property protection strategies, payment of dividends, the volatility of our common stock and the market for our common stock, dilution, trading restrictions, use of proceeds and the need for additional debt or equity funding. You are cautioned that our business and operations are subject to a variety of risks and uncertainties, many of which are be
