0001144204-13-044474 Sample Contracts

Contract
Protea 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.

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Securities Purchase Agreement
Securities 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”).

CONVERSION AGREEMENT
Conversion Agreement • August 9th, 2013 • Protea Biosciences Group, Inc. • Pharmaceutical preparations • New York

THIS CONVERSION AGREEMENT (the "Agreement"), dated as of _________, 2013, by and among, Protea Biosciences Group, Inc., a Delaware corporation (the "Company") and the undersigned holder (a "Holder" and together with the other as set forth on Schedule A hereto of the Company’s convertible promissory notes, the "Holders").

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