****


 


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.


 


PROTEA BIOSCIENCES GROUP, INC.


 


WARRANT


 


TO PURCHASE COMMON STOCK OF THE COMPANY


 


	Warrant No. 402	Issue Date:  March 15, 2012


 


FOR VALUE RECEIVED,
PROTEA BIOSCIENCES GROUP, INC., a Delaware corporation (the “Company”), grants the following rights to West Virginia
Jobs Investment Trust Board, its successors, permitted assigns, heirs, executors and administrators (individually and collectively,
the “Holder”), as of the 15th day of March 2012 (“Issue Date”). This warrant (the “Warrant”)
has been issued by the Company in connection with the issuance by the Company of its Convertible Debenture to West Virginia Jobs
Investment Trust Board and of even date herewith (the “Convertible Debenture”), which by its terms is accompanied by
the delivery to the Holder of one Warrant to purchase the Company’s Common Stock on the terms and conditions set forth herein.


 


Section
1.Grant.


 


The Holder is hereby
granted the right (collectively, the “Purchase Rights”), in accordance with the terms and conditions of this Warrant,
from the date hereof until the expiration of the “Exercise Period” (as defined below), to purchase from the Company
that number of fully paid and non-assessable shares of Common Stock of the Company, par value $0.0001 per share, set forth in Section
2 hereof, at the “Exercise Price” (as defined below), upon delivery of this Warrant to the Company with the Notice
of Exercise form attached as Exhibit 1 hereto, duly executed, and upon tender of the Exercise Price for the shares of Common
Stock to be purchased.


 


Section
2.Number of Shares of Common Stock Purchasable.


 


2.1Subject
to the other provisions of this Section 2, this Warrant entitles the Holder to purchase from time to time up to 72,500 shares
of the Company’s Common Stock (the “Warrant Shares”).


 


2.2In
case prior to the expiration of these Purchase Rights by exercise or by the terms of this Warrant the Company shall undertake
any reclassification, stock split, reverse stock split, stock dividend or any similar proportionately-applied change (collectively,
a “Reclassification”) of outstanding shares of Common Stock (other than a change in, of, or from par value), the Holder
shall thereafter be entitled, upon exercise of this Warrant, to purchase the kind and amount of shares of stock and other securities
and property receivable upon such Reclassification by a holder of the number of shares of Common Stock which this Warrant entitles
the Holder hereof to purchase immediately prior to such Reclassification. Notice of any such Reclassification shall be given to
the Holder pursuant to Section 11 hereof.


 


 



    	 



    	 



    



 


2.3In
case prior to the expiration of these Purchase Rights by exercise or by the terms of this Warrant the Company shall determine
to consolidate or merge with, or convey all, or substantially all, of its property or assets to, any other corporation or corporations,
or dissolve, liquidate or wind up, then, as a condition precedent to such consolidation, merger, conveyance, dissolution, liquidation
or winding up, notice shall be given to the Holder pursuant to Section 11 hereof and lawful and adequate provision shall be made
whereby the Holder shall thereafter have the right to receive from the Company or the successor corporation, as the case may be,
upon the basis and upon the terms and conditions specified in this Warrant, in lieu of the shares of Common Stock of the Company
theretofore purchasable upon the exercise of the Purchase Rights, such shares of stock, securities, or assets as may be issued
or payable with respect to, or in exchange for, the number of shares of Common Stock of the Company theretofore purchasable upon
the exercise of the Purchase Rights had such consolidation, merger, conveyance, dissolution, liquidation or winding up, not taken
place; and in any such event the rights of the Holder to an adjustment of the number of shares of Common Stock purchasable upon
the exercise of the Purchase Rights as herein provided, shall continue and be preserved in respect of any stock or securities
which the Holder becomes entitled to purchase.


 


Section
3.Exercise Period; Registration Statement Notice.


 


3.1The
Purchase Rights represented hereby shall be exercisable in whole or in part from time to time after the date of issuance of this
Warrant until the earlier of (i) a Qualified Public Offering, or (ii) 5:00 p.m. Eastern time on the fifth anniversary of the Issue
Date hereof (the “Exercise Period”). For purposes of this Warrant, the term “Qualified Public Offering”
shall mean the closing of a firm commitment underwritten offering pursuant to an effective registration statement under the Securities
Act covering the offer and sale of Common Stock for the account of the Company in which the net cash proceeds to the Company (after
deduction of underwriting discounts, commissions and fees) are at least $15,000,000.


 


3.2The
Company shall give the Holder written notice, at the address of the Holder set forth on the Company’s books, not less than
ten days prior to the filing of any registration statement with respect to a Qualified Public Offering.


 


Section
4.Exercise.


 


4.1The
Purchase Rights represented by this Warrant are exercisable upon the terms and conditions set forth herein at the option of the
Holder in whole at any time and in part, but not for less than 15,000 shares at a time, at any time and from time to time during
the Exercise Period, upon the delivery of the Notice of Exercise form attached hereto as Exhibit 1, to the Company with
such notice duly executed and upon payment in cash, wire transfer or bank cashier’s or certified check of the Exercise Price.
The Purchase Rights shall be deemed to have been exercised, and the Holder shall be deemed to have become a stockholder of record
of the Company for the purposes of receiving dividends and for all other purposes whatsoever with respect to the shares of Common
Stock so purchased, as of the date of delivery of such properly executed notice accompanied by tender of the Exercise Price at
the office of the Company. As promptly as practicable on or after such date, and in any event within 20 business days thereafter,
the Company at its expense shall issue and deliver, or cause to be issued and delivered, to the person or persons entitled to
receive the same, a certificate or certificates for the number of shares issuable upon such exercise. In the event that this Warrant
is exercised in part, the Company at its expense will execute and deliver a new Warrant of like tenor exercisable for the number
of shares for which this Warrant may then be exercised.


 






    	 



    	 



    
 


 


Section
5.Exercise Price.The Exercise Price for each share of Common Stock issuable to the Holder hereunder shall
be $2.25 per share.


 


Section
6.Company’s Warranties and Covenants as to Capital Stock. The Company has taken all action necessary
and appropriate to properly authorize, reserve and issue those shares of Common Stock issuable to the Holder pursuant to this
Warrant including an authorization of issuance and setting of the Exercise Price. The Common Stock deliverable on the exercise
of the Purchase Rights represented hereby shall, when issued, be duly and validly issued, fully paid and nonassessable. The Company
shall at all times reserve and hold available sufficient shares of Common Stock to satisfy all conversion and purchase rights
of all outstanding convertible securities and warrants.


 


Section
7.Transfer.The Purchase Rights shall be registered on the books of the Company, which shall be kept by
it at its principal office for that purpose. This Warrant and the Common Stock issuable upon exercise of the Purchase Rights,
may not be transferred or assigned in whole or in part without compliance with all applicable federal and state securities laws
by the transferor and the transferee, including, if requested by the Company, an opinion of counsel satisfactory to the Company
to the effect that the transfer or assignment is in compliance with applicable securities laws. Subject to such compliance, the
Purchase Rights shall be transferable on said books, in whole or in part, by the Holder in person or by duly authorized attorney
upon surrender of this Warranty properly endorsed by the Holder executing the Assignment Form attached hereto and made a part
hereof as Exhibit 2. All costs associated with any transfer or assignment, including, without limitation, the reasonable
fees of counsel to the Company shall be borne by the transferor or assignor. The Company agrees that, while the Purchase Rights
remain valid and outstanding, its stock transfer books shall not be closed for any purpose whatsoever except under arrangements
which shall insure to personal exercising warrants or applying for transfer of stock all rights and privileges which they might
have had or received if the stock transfer books had not been closed and they had exercised their Purchase Rights at any time
during which such transfer book shall have been closed.


 


Section
8.Charges, Taxes and Expenses.Issuance of certificates for shares of Common Stock issuable upon the exercise
of this Warrant or any portion thereof (and issuance of a replacement Warrant certificate in the event of partial exercise) shall
be made without charge to the Holder hereof for any issue taxes or any other incidental expenses in respect of the issuance of
such certificates to and in the name of the registered Holder of this Warrant, all of which taxes and expenses shall be paid by
the Company, and such certificates shall be issued in the name of the Holder of this Warrant. Certificates will be issued in a
name other than that of the Holder upon the request of a Holder and payment by the Holder of any applicable transfer taxes and
compliance with all applicable securities laws.






    	 



    	 



    
 


 


Section
9.Exchange for Other Denominations.This Warrant is exchangeable for new certificates of like tenor
and date representing in the aggregate the right to purchase the number of shares purchasable hereunder in denominations designated
by the Holder at the time of surrender. In the event of the purchase, at any time prior to the expiration of the Exercise Period,
of less than all of the shares of Common Stock purchasable hereunder, the Company will cancel this Warrant upon surrender thereof,
and will forthwith execute and deliver to the Holder hereof a new warrant of like tenor and date for the balance of the shares
purchasable hereunder.


 


Section
10.Loss, Theft, Destruction or Mutilation of Warrant.Upon receipt by the Company of evidence reasonably
satisfactory to it of the loss, theft, destruction or mutilation of this Warrant, and, in case of loss, theft or destruction,
of indemnity or security reasonably satisfactory to it, and upon reimbursement to the Company of all reasonable expenses incidental
thereto, and upon surrender and cancellation of this Warrant, if mutilated, the Company will make and deliver a new warrant of
like tenor and date, in lieu of this Warrant.


 


Section
11.Notices.


 


(a)Whenever
the number of shares purchasable hereunder shall be adjusted pursuant to Section 2 hereof, the Company shall issue a certificate
signed by its Chief Financial Officer or such other appropriate officer, setting forth, in reasonable detail, the event requiring
the adjustment, the amount of the adjustment, the method by which such adjustment was calculated, and the number of shares purchasable
hereunder after giving effect to such adjustment, and shall cause a copy of such certificate to be mailed (by first-class mail,
postage prepaid) to the Holder of this Warrant.


 


(b)In
case:


 


(i)the
Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive any dividend or other
distribution, or any right to subscribe for or purchase any shares of stock of any class or any other securities, or to receive
any other right, or


 


(ii)of
any capital reorganization of the Company, any reclassification of the capital stock of the Company, any consolidation or merger
of the Company with or into another corporation, or any conveyance of all or substantially all of the assets of the Company to
another corporation, or


 


(iii)of
any voluntary dissolution, liquidation or winding-up of the Company,


 


 



    	 



    	 



    



 


then, and in each such case, the Company
will mail or deliver or cause to be mailed or delivered to the Holder or Holders a notice specifying, as the case may be, (A) the
date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character
of such dividend, distribution or right, or (B) the date on which such reorganization, reclassification, consolidation, merger,
conveyance, dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixed, as of which the holders
of record of Common Stock shall be entitled to exchange their shares of Common Stock for securities or other property deliverable
upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-up. Such notice
shall be mailed or delivered at least 15 business days prior to the date therein specified.


 


(c)All
notices, requests, consents and demands required by this Warrant shall be in writing and shall be personally delivered or mailed,
postage prepaid, in the following manner:


 


If
to the Holder:


 


West
Virginia Jobs Investment Trust Board


Fifth
Floor, 1012 Kanawha Boulevard, East


Charleston,
WV 25301


Attention:
Executive Director


Telephone
No. 304-345-6200


Fax:
304-345-6262


 


If
to the Company:


 


PROTEA
BIOSCIENCES GROUP, INC.


955
Hartman Run Road


Morgantown,
WV 26507


Attention:
Stephen Turner


Telephone:
304-292-2226


Fax:
304-292-7101


 


or to such address or addresses as provided
by Company or by Holder by such a notice. All notices required or permitted hereunder shall be in writing and shall be deemed effectively
given: (i) upon personal delivery to the party to be notified, (ii) when sent by confirmed facsimile if went during normal business
hours of the recipient, if not, then on the next business day, (iii) five (5) days after having been sent by registered or certified
mail, return receipt requested, postage prepaid, or (iv) one (1) day after deposit with a nationally recognized overnight courier,
specifying next day delivery with written verification of receipt.


 


Section
12.Miscellaneous.This Warrant shall not entitle the Holder to any of the rights of a stockholder of the
Company. This Warrant shall be binding upon the Company’s successors. This Warrant shall be governed, construed and enforced
in accordance with the laws of the State of Delaware. In case any provision of this Warrant shall be invalid, illegal or unenforceable,
or partially invalid, illegal or unenforceable, the provision shall be enforced to the extent, if any, that it may legally be
enforced and the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired
thereby. This Warrant shall any term hereof may be changed, waived, discharged or terminated only by a statement in writing signed
by the party against which enforcement of such change, waiver, discharge or termination is sought. The headings in this Warrant
are for purposes of reference only, and shall not limit or otherwise affect any of the terms hereof.


 


 


[Signatures on following page]


 


 



    	 



    	 



    



 


IN WITNESS WHEREOF,
the parties have caused this Warrant to be duly executed, under seal and delivered on its behalf as of the 15th day
of March, 2012.


 





	 	PROTEA BIOSCIENCES GROUP, INC. (SEAL)	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Stephen Turner	 
	 	 	Stephen Turner	 
	 	 	President	 
	 	 	 	 
	 	 	 	 
	 	WEST VIRGINIA JOBS INVESTMENT TRUST BOARD	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/ C. Andrew Zulauf	 
	 	 	C. Andrew Zulauf, Executive Director	 















 






    	 



    	 



    
  





EXHIBIT 1


 


 


NOTICE OF EXERCISE PURSUANT TO


ATTACHED WARRANT


 





	 	 	 	___________ , 20___










 


To: PROTEA BIOSCIENCES GROUP, INC.


 


(1)The undersigned, the Holder
of record of the attached Warrant of PROTEA BIOSCIENCES GROUP, INC., hereby exercises the option granted by the Purchase Rights
evidenced by the attached Warrant to purchase upon the terms set forth in such Warrant [________] shares of Common Stock, which
constitutes all [or a portion] of the shares of Common Stock issued pursuant to the Purchase Rights represented by this Warrant,
of PROTEA BIOSCIENCES GROUP, INC., and hereby tenders payment of the Exercise Price as determined by the Warrant.


 


(2)In exercising this Warrant,
the undersigned hereby confirms and acknowledges that (a) the shares of the Common Stock to be issued are being acquired solely
for investment and solely for the account of the undersigned and (b) the undersigned will not offer, sell or otherwise dispose
of any such shares of Common Stock except under circumstances that will not result in a violation of the Securities Act of 1933,
as amended, or any applicable state securities laws. The undersigned further acknowledges that the certificate[s] evidencing the
shares of Common Stock shall bear a legend to the effect of clause (b) above.


 


(3)Please issue a certificate or
certificates representing said shares of Common Stock in the name of the undersigned or in such other name as is specified below:


 


(4)Please issue a new Warrant for
the unexercised portion of the attached Warrant in the name of the undersigned or in such other name as is specified below:


 








	ATTEST:	HOLDER:	 







 





	 	By:	 
	 	 	 
	 	Name:	 
	 	 	 
	 	Title:	 










 


(If certificates for Common Stock or new
Warrants are requested in a name other than the undersigned, be advised that the delivery of the certificates and/or new Warrants
will be delayed until the Company assures itself that such change is permitted under Section 7 of the Warrant that such change
does not violate applicable federal and state securities laws.)


 






    	 



    	 



    
 


 


EXHIBIT 2


 


TRANSFER OR ASSIGNMENT FORM


 


 


FOR VALUE RECEIVED,
the undersigned Holder of record of this Warrant of PROTEA BIOSCIENCES GROUP, INC., hereby sells, assigns and transfers unto the
Assignee named below all of the rights of the undersigned under the within Warrant, with respect to the number of shares of Common
Stock set forth below:


 





	Name of Transferee/Assignee	Address	No. of Shares







 


and does hereby irrevocably constitute
and appoint the Secretary of PROTEA BIOSCIENCES GROUP, INC. to make such transfer on the books of PROTEA BIOSCIENCES GROUP, INC.,
maintained for the purpose, with full power of substitution in the premises.


 


Attached hereto is
an opinion of counsel that the assignment does not violate or is exempt from, any federal and state securities laws. The Company
may, in its sole discretion, decide whether such opinion is satisfactory, and Assignee and Holder agree to any reasonable delay
in transfer caused by such evaluation.


 


The undersigned also
represents that, by assignment hereof, the Assignee acknowledges that this Warrant and the shares of Common Stock to be issued
upon exercise hereof or conversion thereof are being acquired for investment and that the Assignee will not offer, sell or otherwise
dispose of this Warrant or any shares of stock to be issued upon exercise hereof or conversion thereof except under circumstances
which will not result in a violation of the Securities Act of 1933, as amended, or any state securities laws. Further, the Assignee
has acknowledged that upon exercise of this Warrant, the Assignee shall, if requested by the Company, confirm in writing, in a
form satisfactory to the Company, that the shares of stock so purchased are being acquired for investment and not with a view toward
distribution or resale in violation of applicable securities laws.


 


 














	ATTEST:	HOLDER:	 







 





	 	By:	 
	 	 	 
	 	Name:	 
	 	 	 
	 	Title:	 










 














	ATTEST:	ASSIGNEE: 	 







 





	 	By:	 
	 	 	 
	 	Name:	 
	 	 	 
	 	Title: