MEMORANDUM OF UNDERSTANDINGMemorandum of Understanding • May 9th, 2014 • Protea Biosciences Group, Inc. • Pharmaceutical preparations
This binding Memorandum of Understanding (“MOU”) dated March 19, 2014 between Protea Biosciences Group, Inc., a Delaware corporation with offices at 955 Hartman Run Road, Morgantown, West Virginia (the “Parent”), Protea Biosciences, Inc., a Delaware corporation (“Protea Sub”), and ProteaBio Europe SAS, organized under the laws of France with offices at 290 chemin de Saint Dionisy-Jardin des Entreprises, 30980 Langlade, France (the “Subsidiary” and, together with the Parent and Protea Sub, the “Seller”), on the one hand, and BioPharma d’Azur, Inc., a Delaware corporation with offices at 1410 Broadway, 23rd Fl., New York, NY 10018 (the “Buyer” or “BioPharma”, together with the Parent and the Subsidiary, the “Parties”), on the other hand, sets forth certain understandings, rights and obligations of the Seller and the Buyer with respect to the proposed sale of substantially all of the assets of the Subsidiary (the “Assets”) to the Buyer (the “Acquisition”).
OPTION AGREEMENTOption Agreement • May 9th, 2014 • Protea Biosciences Group, Inc. • Pharmaceutical preparations • New York
This Option Agreement (this “Agreement”), dated March 27, 2014 (the “Effective Date”), by and among Protea Biosciences Group, Inc., a Delaware corporation, with offices at 955 Hartman Run Road, Morgantown, West Virginia (the “Parent”), Protea Biosciences, Inc., a Delaware corporation (“Protea Sub”) with offices at 955 Hartman Run Road, Morgantown, West Virginia, ProteaBio Europe SAS, a corporation organized under the laws of France, with offices at 290 chemin de Saint Dionisy- Jardin des Entreprises, 30980 Langlade, France (the “Subsidiary”), on the one hand, and BioPharma d’Azur, Inc., a Delaware corporation, with offices at 1410 Broadway, 23rd Fl., New York, NY 10018 (the “Buyer” or “BioPharma”), on the other hand. The Parent, the Protea Sub and the Subsidiary are sometimes each referred to herein as a “Seller” and collectively as the “Sellers”. The Parent, the Protea Sub, the Subsidiary and the Buyer are referred to collectively herein as the “Parties” and individually as a “Party.”
