Exhibit 10.4





EMPLOYMENT AGREEMENT


This Employment Agreement
(the “Agreement”) is made and entered into by and between Stephen Turner (the “Executive”)
and Protea Biosciences Group, Inc., a corporation organized under the laws of Delaware (the “Company”).


WHEREAS, the Company
desires to employ the Executive on the terms and conditions set forth herein; and


WHEREAS, the Executive
desires to be employed by the Company on such terms and conditions.


NOW, THEREFORE, in
consideration of the mutual covenants, promises and obligations set forth herein, the parties agree as follows:


1.Term.
This Agreement shall be effective as of April 1, 2015 (the “Effective Date”) and shall continue through March
31, 2018 unless earlier terminated pursuant to Section 5 of this Agreement (the “Term”). After the expiration
of the Term, provided that this Agreement was not earlier terminated, the Executive shall have the option of serving as the non-executive
Chairman of the Company’s Board of Directors (“Board”) on terms to be agreed upon by the parties. The
parties acknowledge and agree that the Executive has provided services to the Company since July 2001 (the “Start Date”)
and that the length of the Executive’s continuous service with the Company shall be calculated as of the Start Date.


2.Position
and Duties.


2.1Position.
The Executive shall serve as the Chairman of the Board and Chief Executive Officer of the Company, reporting to the Board. The
Executive shall have such duties, authority and responsibility as are consistent with such positions, unless otherwise agreed in
writing by the parties.


2.2Duties.
The Executive shall devote substantially all of his business time and attention to the performance of the Executive’s duties
hereunder. The Executive may engage in another business, profession, or occupation or provide services for compensation to the
extent that such activity does not conflict or interfere with the performance of the Executive’s services for the Company
and Executive also may participate in professional, civic or charitable organizations.


3.Place
of Performance. The principal place of Executive's employment shall be the Company's executive office located in Morgantown,
West Virginia, USA.






    	 



    	 



    




4.Compensation
and Benefits.


4.1Base
Salary. The Company shall pay the Executive his current annual base salary of $240,000 in installments in accordance with the
Company's customary payroll practices, but no less frequently than monthly. The Executive's annual base salary, as in effect from
time to time, is hereinafter referred to as the “Base Salary”. The
Base Salary will be reviewed at least annually and may be increased at the discretion of the Compensation Committee of the Board.


4.2Equity
Awards. The terms of the 2013 Equity Incentive Plan (“Equity Plan”) between the Company and the Executive will
continue to be in effect.


4.3Bonuses.
 


(a)The Executive
shall be eligible to earn an annual bonus of at least twenty percent (20%) of his Base Salary (the "Performance Bonus")
provided that the Executive has achieved the metrics that were established for such calendar year. The metrics shall be determined
by the Compensation Committee, in consultation with the Executive, no later than January 15 of each year. The Performance Bonus,
if any, will be paid no later than March 15 of the year immediately following the calendar year to which it relates.


(b)In the discretion
of the Board, the Executive may also be eligible for a discretionary bonus. The discretionary bonus, if any, will be paid no later
than the last day of the calendar year in which it is earned.


(c) The Company
will pay the Executive a “Financing Bonus” in the amount of one hundred thousand dollars ($100,000) within thirty
(30) days after completing the current round of financing. In the discretion of the Board, the Executive may also be eligible for
additional Financing Bonuses to the extent the Company raises additional funds.


4.4Paid
Time Off. The Executive will be entitled to at least 21 days of paid vacation per year, to be taken in accordance with the
Company’s vacation policy. Unused vacation time shall be carried over to the subsequent calendar year. The Executive shall
receive other paid time off in accordance with applicable law and the Company's policies for executives as such policies may exist
from time to time.


4.5Insurance
and Other Benefits. The Executive will continue to be entitled to receive Company-sponsored family health insurance benefits
and to be covered under its key man and other life insurance policies. In the event the Company cancels its group health insurance
benefits or key man or other life insurance policies, or Executive or his designee(s) cannot remain beneficiar(ies) of any such
policy for any reason, the Company will continue to provide health insurance and life insurance benefits for the Executive, including,
but not limited to, purchasing coverage for the benefit of the Executive and his designee(s). The Company shall continue to provide
the Executive with coverage under, or equivalent to, its professional liability, directors and officers, and other similar policies
for a period of three (3) years following termination of employment for any reason. The Executive shall continue to be eligible
to participate in the Company’s 401k plan and such other employee benefits as are available from time to time to other executives
of the Company.






    	 



    	 



    

 


4.6Business
Expenses. The Executive shall be entitled to reimbursement for all reasonable out-of-pocket business, entertainment and travel
expenses incurred by the Executive in connection with the performance of the Executive's duties hereunder in accordance with the
Company's expense reimbursement policies and procedures. The Executive shall be entitled to reimbursement for legal fees incurred
in connection with drafting, negotiating, and reviewing this Agreement, which shall be paid within thirty (30) days of the date
this Agreement is signed by the Executive. The Executive shall be entitled to travel business class on all air and train journeys.
The Executive also shall be entitled to a car allowance that covers the cost or lease payments of a car, fuel, maintenance, and
all other car-related expenses.


5.Termination
of Employment.


5.1Notice
of Termination. The Executive's employment hereunder may be terminated by either the Company or the Executive at any time and
for any reason, provided that either party shall be required to give the other party at least 30 days advance written notice of
any termination ("Notice of Termination"), except in the event of the Executive’s death. The Notice of Termination
shall specify the provision of this Agreement that the terminating party relied upon and the “Termination Date,”
which shall be no less than 30 days following the date on which the Notice of Termination is delivered, except in the event of
the Executive’s death, in which case the Termination Date shall be the date of the Executive’s death.


5.2Payments.
Upon termination of the Executive's employment for any reason, the Company shall pay the Executive the “Accrued Amounts,”
which consist of: (a) any accrued but unpaid Base Salary through the Termination Date; (b) any unpaid Performance Bonus and unpaid
Financing Bonus (unless the Executive's employment is terminated by the Company for Cause (as defined in Section 5.3), in which
event any Performance Bonus shall be forfeited); (c) any unused vacation time; and (d) reimbursement for any unreimbursed business
expenses properly incurred by the Executive and for which request for payment is presented pursuant to the Company’s expense
reimbursement policies and procedures. The Company shall pay the Accrued Amounts set forth in this Section 5.2(a), (b), and (c),
if any, on the payroll date immediately following the Termination Date. The Company shall pay the Accrued Amounts set forth in
this Section 5.2(b) and (d), if any, on a date determined by the Company, but no later than thirty (30) days after the Termination
Date.


5.3Termination for Cause. The Company
may terminate the Executive’s employment for Cause (as defined below) without the requirement to provide 30 days advance
Notice of Termination. In the event of a termination for Cause, the Executive shall be paid the Accrued amounts in accordance with
Section 5.2. by providing written notice to the Executive of the existence of the circumstances giving rise to grounds for termination
for Cause within 90 days of the initial existence of such grounds and providing the Executive with at least 30 days from the date
on which such notice is provided to cure such circumstances. If the grounds for termination for Cause are not curable, the Company
must specify in writing the basis for such determination. If the Company does not terminate the Executive’s employment for
Cause within 180 days after the first occurrence of the applicable grounds, then the Company will be deemed to have waived its
right to terminate for Cause with respect to such grounds. For purposes of this Agreement, "Cause" shall mean:






    	 



    	 



    




(a)the Executive's refusal to perform
his duties (other than as a result of physical or mental illness);


(b)the Executive's refusal to comply
with any valid and legal directive of the Board;


(c)the Executive's engagement in fraud
or willful misconduct, which, in each case, results in harm to the Company;


(d)the Executive's embezzlement or
misappropriation of Company property;


(e)the Executive's conviction of or
plea of guilty or nolo contendere to a crime that constitutes a felony (or state law equivalent), if such crime is work-related
or results in harm to the Company; or


(f)the Executive's material breach
of any material obligation under this Agreement.


5.4Severance.
In the event the Company terminates the Executive's employment for any reason except for Cause, the Company shall pay the Executive
the Accrued Amounts. In addition, provided that the Executive signs and does not revoke a general release of claims relating to
his employment in the form annexed hereto as Exhibit A within the time period required by the Company, the Company shall: (a) pay
the Executive, on a date determined by the Company that is no later than sixty (60) days after the Termination Date, a lump sum
payment of eighteen (18) months’ of the Executive’s Base Salary; (b) pay the premiums for the Executive’s family
health insurance coverage for a period of eighteen (18) months, provided that the Executive timely elects continuation coverage
under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), to the extent COBRA
is applicable; and (c) cause the immediate, accelerated vesting of any and all stock, restricted stock, options, stock appreciation
rights, performance compensation, and any other equity or phantom equity awarded to the Executive that is unvested as of the Termination
Date.


5.5Acquisition. In the event
the Employment Term is terminated due to the acquisition of the Company by another company, the Executive shall be entitled to
receive the Accrued Amounts and the Executive shall be entitled to receive continued Base Salary paid by the Company for the remainder
of the Employment Term payable in equal installments in accordance with the Company's normal payroll practices, but no less frequently
than monthly, which shall commence within 30 days following the Termination Date.






    	 



    	 



    

 


5.6Special
Payment Rules.


(a) The parties
intend that each payment or installment of payments provided under this Agreement constitutes a separate payment for purposes of
Section 409A of the Code (“Section 409A”) and that the payments satisfy, to the greatest extent possible, the
exemptions from Section 409A, including those under Treasury Regulations 1.409A-1(b)(4) (short-term deferrals), 1.409A-1(b)(9)(iii)
(two-times, two year exception) and 1.409A-1(b)(9)(v) (reimbursements and other separation pay). To the extent the Executive is
deemed to be a “specified employee” (as defined under Treasury Regulation 1.409A-1(i)(1)) as of the date of his “Separation
from Service” (as defined under Treasury Regulation 1.409A-1(h)), and any payments or benefits due to the Executive pursuant
to this Agreement would constitute “deferred compensation” for purposes of Section 409A and are or may become subject
to the additional tax under Section 409A or any other taxes or penalties imposed under Section 409A if provided at the time otherwise
required under this Agreement, then such payments shall be delayed until the first day of the seventh month following the Executive’s
Separation from Service or, if sooner, the date of Executive’s death, and shall be made in a lump sum on that date. Any payment
or benefit due upon a termination of the Executive’s employment that represents a “deferral of compensation”
within the meaning of Section 409A shall be paid or provided to the Executive only upon a Separation of Service as defined in Treasury
Regulation 1.409A-1(h). To the extent any expenses, reimbursements, benefits or other, similar plans or arrangements in which the
Executive participates provide for a “deferral of compensation” within the meaning of Section 409A, such amount(s)
shall be paid in accordance with Treasury Regulation 1.409A-3(i)(1)(iv). The Company acknowledges its obligation to exercise the
utmost care and good faith in making determinations regarding the application of Section 409A to payments and benefits due to the
Executive and shall indemnify the Executive for any penalties, interest, or excise tax.


(b) In the event
that payments are due to be made to the Executive as a result of termination of the Executive’s employment within twelve
(12) months of a Change of Control, the Company shall engage, within five (5) calendar days of the date of the Notice of Termination
of the Executive’s employment, a national accounting firm acceptable to the Executive (the “Accounting Firm”)
to determine, at the Company’s expense, whether the aggregate of the payments or benefits due to the Executive under this
Agreement and any other plans, programs or benefits of the Company are reasonably likely to constitute a “Parachute Payment,”
as such term is defined in Section 280G(b)(2) of the Code, and if so, the Accounting Firm shall determine the amount of any excise
tax, interest, and penalties under Section 4999 of the Code (such excise tax, interest, and penalties are collectively referred
to as the “Excise Tax”). The Company shall direct the Accounting Firm to provide its determination within ten
(10) calendar days of its request. The Company agrees to pay the Executive, together with the other payments due to him, the amount
of the Excise Tax and an additional amount that, after the imposition of all income and Excise Taxes thereon, is equal to the Excise
Tax on the aggregate payments and benefits (“Gross-Up Payment”). For purposes of determining the amount of the
Gross-Up Payment, the Executive will be deemed to pay federal income taxes at the highest marginal federal rate in the calendar
year in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal applicable rates where
such taxes are due.






    	 



    	 



    

 


5.7Death
or Disability.  


(a)The Executive's
employment hereunder shall terminate automatically upon the Executive's death during the Term. The Company may terminate the Executive's
employment on account of the Executive's Disability. In either such event, the Company shall pay the Executive (or the Executive's
estate and/or beneficiaries, as the case may be) the Accrued Amounts and a lump sum payment of eighteen (18) months’ of the
Executive’s Base Salary. In the event the Executive’s employment terminates due to Disability, the Company shall also
pay the premiums for the Executive’s family health insurance coverage for a period of eighteen (18) months, provided that
the Executive or his representative timely elects continuation coverage under COBRA, to the extent COBRA is applicable.


(b)For purposes
of this Agreement, Disability shall mean the Executive's inability, due to physical or mental incapacity, to substantially perform
his duties and responsibilities under this Agreement for one hundred eighty (180) days out of any three hundred sixty-five (365)
day period. Any question as to the existence of the Executive's Disability as to which the Executive and the Company cannot agree
shall be determined in writing by a qualified independent physician mutually acceptable to the Executive and the Company. If the
Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two
physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to
the Company and the Executive shall be final and conclusive for all purposes of this Agreement. The Company shall bear all expenses
the Executive incurs relating to the determination as to whether the Executive has a Disability hereunder.


6.Cooperation.
Following the termination of the Executive's employment for any reason, to the extent reasonably requested by the Board, the Executive
shall cooperate with the Company in connection with matters arising out of the Executive's service to the Company; provided that,
the Company shall make reasonable efforts to minimize disruption of the Executive's other activities and shall compensate the Executive
for his time at an hourly rate based on the Executive's Base Salary as of the Termination Date and shall reimburse the Executive
for reasonable expenses incurred in connection with such cooperation.


7.Invention,
Non-Disclosure and Non-Competition. Executive acknowledges and agrees that he remains bound by that certain Invention, Non-Disclosure
and Non-Competition Agreement entered into as of August 22, 2012 (“NDA”), except that Sections 6(d) and 6(f) of the
NDA are superseded and replaced by the terms of this Agreement.


8.Indemnification.
The Company agrees to fully indemnify the Executive and hold him harmless from any and all liabilities, damages, penalties, fines,
costs, and expenses (including without limitation, attorneys’ fees) (collectively, “Damages”) relating, directly
or indirectly, to any claims, charges, audits, investigations, complaints, or proceedings of any nature that arise out of or concern
his employment with or service to the Company and any of its affiliates, subsidiaries, or related entities, including the Executive’s
employment with or services to the Company that preceded the Term. Notwithstanding the foregoing, the Executive shall not be entitled
to indemnification for any Damages that are due to his willful misconduct. The Company shall pay expenses (including without limitation,
attorneys' fees and disbursements) that the Executive incurs relating to a matter for which he is entitled to indemnification as
and when the expenses are incurred provided that the Executive agrees to reimburse the Company for any such payments that a panel
of arbitrators or court of competent jurisdiction determines the Executive was not entitled to receive because he was not entitled
to indemnification with respect to such matter. The Executive’s rights and the Company’s obligations under this Section
shall survive the termination of this Agreement for any reason.






    	 



    	 



    

 


9.Arbitration.
Any dispute, controversy or claim arising out of or related to this Agreement (including without limitation, disputes arising out
of or relating to the interpretation, application, validity, or enforceability of this Agreement or arbitrability) shall be submitted
to and decided by binding arbitration, before a panel of three (3) arbitrators. The arbitration shall be administered by the American
Arbitration Association in accordance with its Employment Arbitration Rules. The place of the arbitration shall be Morgantown,
West Virginia, U.S.A. Each party shall bear its own legal fees and related costs and the parties shall equally share the fees of
the arbitrators. The parties shall have the right to bring dispositive motions. The arbitrators shall issue a decision or award
in writing, stating the essential findings of fact and conclusions of law. Except as may be permitted or required by law, neither
a party nor any arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written
consent of all parties. Judgment on any award may be entered in any court having jurisdiction over the parties. To the extent any
claim is found not to be subject to arbitration, such claim shall be decided by the United Stated District Court for the Northern
District of West Virginia, or, if such court does not have jurisdiction, a state court located in the state of West Virginia, Monongalia
County, and all such claims shall be adjudicated by a judge sitting without a jury, applying Delaware law.


10.Exit
Obligations. Upon termination of the Executive's employment or the Company's request at any time during the Executive's employment,
the Executive shall (a) provide or return to the Company any and all Company property, including Company credit cards, computers,
smartphones, PDAs, and all Company documents and materials, including but not limited to those that constitute or contain any confidential
information, which are in the possession or control of the Executive; and (b) delete or destroy all copies of any such documents
and materials not returned to the Company that remain in the Executive's possession or control, including those stored on any non-Company
devices, networks, storage locations and media in the Executive's possession or control.


11.Governing
Law: Jurisdiction and Venue. This Agreement, for all purposes, shall be construed in accordance with the laws of the state
of Delaware without regard to conflicts of law principles. Any action or proceeding by either of the parties to compel arbitration
or enforce or vacate an arbitration award under this Agreement shall be brought only in a state court located in the state of West
Virginia, Monongalia County, or in federal court in the United States District Court for the Northern District of West Virginia,
which shall apply Delaware law. The parties hereby irrevocably submit to the non-exclusive jurisdiction of such courts and waive
the defense of inconvenient forum to the maintenance of any such action or proceeding in such venue.






    	 



    	 



    

 


12.Entire
Agreement. Unless specifically provided herein, this Agreement contains all of the understandings and representations between
the Executive and the Company pertaining to the subject matter hereof and supersedes all prior and contemporaneous understandings,
agreements, representations and warranties, both written and oral, with respect to such subject matter.


13.Modification
and Waiver. No provision of this Agreement may be amended or modified unless such amendment or modification is agreed to in
writing and signed by the Executive and a member of the Board. No waiver by either of the parties of any breach by the other party
hereto of any condition or provision of this Agreement to be performed by the other party hereto shall be deemed a waiver of any
similar or dissimilar provision or condition at the same or any prior or subsequent time, nor shall the failure of or delay by
either of the parties in exercising any right, power or privilege hereunder operate as a waiver thereof to preclude any other or
further exercise thereof or the exercise of any other such right, power or privilege.


14.Severability.
Should any provision of this Agreement be held by an arbitration panel or court of competent jurisdiction to be enforceable only
if modified, or if any portion of this Agreement shall be held as unenforceable and thus stricken, such holding shall not affect
the validity of the remainder of this Agreement, the balance of which shall continue to be binding upon the parties with any such
modification to become a part hereof and treated as though originally set forth in this Agreement.


The parties further
agree that any such arbitration panel or court is expressly authorized to modify any such unenforceable provision of this Agreement
in lieu of severing such unenforceable provision from this Agreement in its entirety to carry out the intent and agreement of the
parties as embodied herein to the maximum extent permitted by law.


The parties expressly
agree that this Agreement as so modified by the arbitration panel or court shall be binding upon and enforceable against each of
them. In any event, should one or more of the provisions of this Agreement be held to be invalid, illegal or unenforceable in any
respect, such invalidity, illegality or unenforceability shall not affect any other provisions hereof, and if such provision or
provisions are not modified as provided above, this Agreement shall be construed as if such invalid, illegal or unenforceable provisions
had not been set forth herein.


15.Interpretation.
Captions and headings in this Agreement are intended solely for convenience and no provision of this Agreement is to be construed
by reference to the caption or heading of any section or paragraph. The parties waive any rule of construction that would require
an interpretation against the drafter.






    	 



    	 



    

 


16.Counterparts.
This Agreement may be executed in separate counterparts, each of which shall be deemed an original, but all of which taken together
shall constitute one and the same instrument.


17.Successors
and Assigns. This Agreement is personal to the Executive and shall not be assigned by the Executive. The Company may not assign
this Agreement without the Executive’s written consent. This Agreement shall inure to the benefit of the parties and permitted
successors and assigns.


18.Notice.
Notices and all other communications provided for in this Agreement shall be in writing and shall be delivered personally or sent
by registered or certified mail, return receipt requested, or by overnight carrier to the parties at the addresses set forth below
(or such other addresses as specified by the parties by like notice):


If to the Company:


Protea Bioscences
Group, Inc.


955 Hartman Run
Road


Morgantown WV 26505


If to the Executive:


Stephen Turner


40 Mountain Overlook
Ct.


McHenry MD 20541


19.Representations
of the Executive. The Executive represents and warrants to the Company that the performance of his duties hereunder will not
conflict with or result in a violation of, a breach of, or a default under any contract, agreement or understanding to which he
is a party or is otherwise bound.


20.Survival.
Upon the termination of this Agreement, whether by expiration or for any other reason, the respective rights and obligations of
the parties hereto shall survive to the extent necessary to carry out the intentions of the parties under this Agreement, regardless
of whether the applicable section(s) of this Agreement reference survival.


 


 




    	 



    	 



    

 


IN WITNESS WHEREOF, the parties
hereto have executed this Agreement as of the date first above written.


 


 





	 	Protea Biosciences Group, Inc.
	 	 
	 	By	 	 
	 	Name:	 	 
	 	Title:	 	 


 





 


	 	EXECUTIVE	 	 
	 	 	 	 
	 	Signature:	/s/ Stephen Turner	 
	 	Print Name: 	Stephen Turner	 


 





    	 



    	 



    

 


EXHIBIT A


 


GENERAL RELEASE OF CLAIMS


This General
Release of Claims (the "Release Agreement") is entered into by Protea Biosciences Group, Inc., a corporation organized
under the laws of Delaware (the “Company”) and Stephen Turner (the
"Executive”) (together, the "Parties").


WHEREAS, the Parties entered
into an Employment Agreement, effective November 1, 2014 (“Employment Agreement”);


 


WHEREAS, pursuant to the
Employment Agreement, the Company agreed to provide certain benefits to the Executive following termination of his employment for
certain reasons in exchange for a general release of claims;


 


WHEREAS, the Executive’s
employment terminated effective ________ __, 20__ (the “Termination Date”);


 


NOW THEREFORE, in consideration
of the foregoing, and of the promises and mutual covenants contained herein, and for other good and valuable consideration, the
receipt and adequacy of which is hereby acknowledged by the Parties hereto, and intending to be legally bound, it is hereby covenanted
and agreed as follows:


 


1.Benefits. The Company acknowledges
and agrees that it is obligated to provide the Executive with the benefits and payments set forth in Sections [___] of the Employment
Agreement, including without limitation, that the Company shall: (a) pay the Executive, on a date determined by the Company that
is no later than sixty (60) days after the Termination Date, a lump sum payment of [ _____ (__)] months’ of the Executive’s
Base Salary (as defined in the Employment Agreement) and any discretionary bonus; (b) pay the premiums for the Executive’s
family health insurance coverage for a period of eighteen (18) months, provided that the Executive timely elects continuation coverage
under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), to the extent COBRA
is applicable; and (c) cause the immediate, accelerated vesting of any and all stock, restricted stock, options, stock appreciation
rights, performance compensation, and any other equity or phantom equity awarded to the Executive that is unvested as of the Termination
Date. The Parties acknowledge and agree to adhere to the obligations set forth in Section 5.7 of the Employment Agreement (“Special
Payment Rules”) to the extent applicable.


 


2.Executive’s Release.
In consideration for the promises in this Release Agreement, the Executive, for himself and his successors, representatives, heirs,
agents, and assigns, hereby forever waives and fully releases the Company, its owners, members, officers, directors, employees,
representatives, agents, parents, subsidiaries, successors and assigns (collectively, “Releasees”) from any
and all claims, causes of action, demands, obligations, rights, liabilities, damages, losses, expenses, costs, fees, or other relief
of any kind whatsoever (“Claims”), whether known or unknown, asserted or unasserted, which Executive has, may
have, or ever had against Releasees from the beginning of time through the date Executive signs this Agreement (“Released
Claims”). Notwithstanding the foregoing, Released Claims do not include any Claims based on fraud, any claims relating
to indemnification pursuant to Section 5.7 or 8 of the Employment Agreement, any Claims arising out of or relating to the 2013
Equity Incentive Plan or award agreement or any subsequent equity plan, or any Claims arising out of or relating to his right to
enforce this Release Agreement. The Executive expressly understands and agrees that he is waiving any rights or claims that arise
under the Age Discrimination in Employment Act, as amended, except rights or claims that may arise after the date Executive signs
this Release Agreement.


 






    	 



    	 



    

 


3.Company’s Release. In
consideration for the promises in this Release Agreement, the Company, on behalf of itself and its owners, members, officers, directors,
employees, representatives, agents, parents, predecessors, subsidiaries, successors and assigns (collectively, with the Company,
“Company Releasors”), hereby forever waives and fully releases the Executive and his successors, representatives,
heirs, agents, and assigns (“Executive Releasees”) from any and all Claims, whether known or unknown, asserted
or unasserted, which Company Releasors have, may have, or ever had against Executive Releasees from the beginning of time through
the date Executive signs this Agreement (“Company Released Claims”). Notwithstanding the foregoing, Company
Released Claims do not include any Claims based on fraud, any claims for cooperation pursuant to Section 6 of the Employment Agreement,
or any Claims arising out of or relating to the Company’s right to enforce this Release Agreement.


4.Acknowledgements.
The Parties acknowledge and agree that they remain bound by all obligations set forth in the Employment Agreement that, by their
terms, survive the termination of the Executive’s employment. The Parties further acknowledge and agree that the terms of
this Release Agreement will be construed in accordance with the laws of West Virginia without regard to conflicts of law principles
and any dispute arising under this Release Agreement will be governed by Sections 9 and 11 of the Employment Agreement. This Release
Agreement may only be modified by a writing signed by the Parties. Captions and headings in this Release Agreement are intended
solely for convenience and no provision of this Release Agreement is to be construed by reference to the caption or heading of
any section or paragraph. The Parties waive any rule of construction that would require an interpretation against the drafter.
This Release Agreement may be executed in separate counterparts, each of which shall be deemed an original, but all of which taken
together shall constitute one and the same instrument.


 


5.Binding Effect and Revocation.
The Executive acknowledges and agrees that he has at least twenty-one (21) days to review and consider this Release Agreement and
seven (7) days after the date he signs and returns this Release Agreement to the Company to revoke it by providing written notice
of revocation to the Company within the seven (7) day period. This Release Agreement and the benefits conditioned upon it shall
not become effective or enforceable until the revocation period has expired without revocation by the Executive.


 


6.Executive’s Acknowledgements.
The Executive acknowledges and agrees that: (a) he is advised to seek legal advice prior to signing this Release Agreement; (b)
he fully understand all of the terms of this Release Agreement; (c) he is receiving benefits pursuant to this Release Agreement
that he would not otherwise be entitled to receive; (d) he has seven (7) days after the date he signs and returns this Release
Agreement to revoke it by providing written notice of revocation to the Company within such time period; (e) he is not waiving
rights or claims under the Age Discrimination in Employment Act that may arise after the date he signs this Agreement; and (f)
he knowingly and voluntarily agrees to all of the terms of this Release Agreement and intends to be legally bound by them.


 






    	 



    	 



    

 


IN WITNESS WHEREOF, the parties
hereto have executed this Agreement as of the date first above written.


 


 


	 	Protea Biosciences Group, Inc.	 
	 	 	 
	 	By	 	 
	 	 	 	 
	 	Name:	 	 
	 	Title:	 	 


 





	 	EXECUTIVE	 	 
	 	 	 	 
	 	Signature:	 	 
	 	 	 	 
	 	Print Name: