Exhibit 10.137
DEBT CONVERSION AGREEMENT
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").
W I T N E S S E T H:
WHEREAS, on ______________, the Company borrowed the sum of $__________ from the
Investor (the "Note"); and
WHEREAS, the Company has requested that the Investor convert the entire unpaid
principal amount of the Note and all accrued and unpaid interest on the Note as
at the Agreement Date in the total amount of $____________ (the "Indebtedness")
in to units of "Equity Securities" of the Company, as described below; and
WHEREAS, the Investor is willing to convert the Indebtedness into the Equity
Securities, all upon the terms and subject to the conditions set forth below;
and
WHEREAS, all references in this Agreement to "U.S." shall mean the United States
and all references to "dollars" or "$" shall mean United States dollars.
NOW, THEREFORE, in consideration of the premises and the mutual representations
and covenants hereinafter set forth, the parties hereto do hereby agree as
follows:
I.CONVERSION OF INDEBTEDNESS; TERMS OF EQUITY SECURITIES AND REPRESENTATIONS BY
INVESTOR
A.Conversion of Indebtedness and Terms of the Equity Securities.
1.1
Conversion of Indebtedness. Subject to the terms and conditions
hereinafter set forth, the Investor hereby agrees to convert the entire
Indebtedness owed as at the Agreement Date by the Company into units of the
Equity Securities of the Company (the "Units"). In such connection, the Investor
hereby subscribes for and agrees to accept from the Company in lieu of the Note
and the Indebtedness, and the Company agrees to issue to the Investor the Units
of Equity Securities set forth in Section 1.2 below. Against delivery of stock
certificate(s) for the Common Stock and the Warrants (hereinafter defined)
registered in the name of the Investor, such Investor shall deliver to the
Company the Note, marked "cancelled".
1.2
The Equity Securities.
(a)
The Company is currently issuing and selling to accredited investors"
(as that term is defined in Rule 501(a)(3) of Regulation D promulgated under the
Securities Act of 1933, as amended) Units of Equity Securities consisting of (i)
shares of common stock, par value $0.0001 per share (the "Common Stock") at a
price of $0.75 per share, (ii) 18 month warrants to purchase shares of Common
Stock at an exercise price of $0.09 per share (the "Class A Warrants"), and
(iii) five year warrants purchase shares of Common Stock at an exercise price of
$0.1125 per share (the "Class B Warrants" and together with the Class A Warrants
the "Warrants"). Such shares of Common Stock, Class A Warrants and Class B
Warrants are defined herein as the "Equity Securities."
1
(b)
One full Unit of the Equity Securities is valued at $10,000 and
consists of (i) 133,333.33 shares of