Attached files
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8-K - PROTEO, INC. FORM 8-K AGREEMENT - PROTEO INC | proteo_8k-021710.htm |
Exhibit 10.12
Agreement
on the Assumption of Debt
Between
the
Creditor
Proteo,
Inc.- 2102 BUSINESS
CENTER DRIVE, SUITE 130, IRVINE, CA 92612 , USA
and
the new
Debtor
btd
biotech development GmbH, Opitzstrasse 12, 40470 Düsseldorf,
Germany
FID Esprit AG, Schlyffistrasse 17f,
8806 Bäch (SZ), CH owes to the creditor an amount of US$ 1,803,631.85 under that
certain promissory note dating from June 9, 2008, in the original principal
amount of US$3,600,000, issued in connection with that certain PREFERRED STOCK
PURCHASE AGREEMENT dating from June 9, 2008, as modified by that certain
Forbearance Agreement dating from July 6th, 2009. In place of FID
Esprit AG the new debtor hereby assumes without consideration and without any
benefits in return the obligations of FID Esprit AG resulting from the
abovementioned agreements vis-à-vis the creditor; the creditor consents to this
assumption of debt with discharging effect on FID Esprit AG. The
GUARANTOR for the debt of the FID Esprit consents to the assumption of debt and
expressly acknowledges, agrees and consents to the continuing validity of his
guaranty of the unpaid principal amount of the promissory note in favour of the
Creditor.
Dated
February 11th, 2010.
" new Debtor "
btd biotech development
GmbH
/s/Wolfgang
Riemann
Wolfgang
Riemann
Geschäftsführer
(CEO)
“
Creditor ”
PROTEO,
INC.
/s/Birge
Bargmann
Birge
Bargmann
President
"GUARANTOR"
/s/Axel J.
Kutscher
Axel J.
Kutscher
an
Individual