20% AMENDED AND RESTATED ORIGINAL ISSUE DISCOUNT UNSECURED CONVERTIBLE DEBENTURE DUE SEPTEMBER 30, 2017Protea Biosciences Group, Inc. • April 14th, 2017 • Pharmaceutical preparations • New York
THIS AMENDED AND RESTATED 20% ORIGINAL ISSUE DISCOUNT UNSECURED CONVERTIBLE DEBENTURE amends and restates in it entirety a duly authorized and validly issued 20% Original Issue Discount Unsecured Convertible Debenture (the “Original Debenture”) 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 on a date that was six (6) months from the Original Issue Date
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).
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).
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”).
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. • April 14th, 2017 • Pharmaceutical preparations • New York
THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
EXCHANGE AGREEMENTExchange Agreement • April 14th, 2017 • Protea Biosciences Group, Inc. • Pharmaceutical preparations • New York
THIS EXCHANGE 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 “Investor”).
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 2013 Offering (as defined below).
