Agreement on the Assumption of Debt
Exhibit 10.12
Between
the
Creditor
Proteo,
Inc.- 0000 XXXXXXXX
XXXXXX XXXXX, XXXXX 000, XXXXXX, XX 00000 , USA
and
the new
Debtor
btd
biotech development GmbH, Xxxxxxxxxxxx 00, 00000 Xxxxxxxxxx,
Xxxxxxx
FID Esprit AG, Xxxxxxxxxxxxxxx 00x,
0000 Xxxx (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/Xxxxxxxx
Xxxxxxx
Xxxxxxxx
Xxxxxxx
Geschäftsführer
(CEO)
“
Creditor ”
PROTEO,
INC.
/s/Xxxxx
Xxxxxxxx
Xxxxx
Xxxxxxxx
President
"GUARANTOR"
/s/Xxxx X.
Xxxxxxxx
Xxxx X.
Xxxxxxxx
an
Individual
