0001144204-17-019277 Sample Contracts

PROTEA BIOSCIENCES GROUP, INC. REGISTRATION RIGHTS AGREEMENT
Registration 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”).

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SUBSCRIPTION AGREEMENT
Subscription 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”).

FORM OF CLASS B COMMON STOCK PURCHASE WARRANT PROTEA BIOSCIENCES GROUP, INC.
Protea Biosciences Group, Inc. • April 6th, 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 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 B Warrant Shares”) of Common Stock. 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).

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).

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