This Stock Purchase Agreement involves
Title: Stock Agreement
The parties to this Agreement are:
DNAPrint Genomics Inc., 1621 W. University Parkway Sarasota, FL 34243
Matchmakers Consulting AG, 8750 Glarus, Switzerland
Preliminary statement, object of the Agreement
DNAPrint Genomics Inc., Sarasota, Florida, USA holds 373,324 common notional no par value shares (“Stamm-Stückaktien” 1 ) (Object of the Agreement) of the share capital (“Grundkapital”) of Biofrontera AG. Biofrontera AG has its registered office in Leverkusen, Germany. Biofrontera AG is listed on German stock markets and has no par value nominal shares (“nennwertlose Namensaktien”) amounting to 3,205,403 Euros.
The notional no par value shares are made out to the holder.
The shares have been issued but the corresponding serial numbers are not yet available.
The contribution on the shares has been paid in full. The shares are not subject to a pledge or any other lien or encumbrance.
The above-named Aktiengesellschaft does not own any real estate.
The above-mentioned 373,324 shares are the Object of this Agreement.
1 Note of the translator: „Stückaktien“ are notional no par value shares which do not represent a fixed amount of the share capital but a percentage participation in the share capital; such percentage is not shown on the share certificate since it changes with each increase or reduction of the capital.
DNAPrint Genomics Inc., - hereinafter called “seller” - hereby sells the object of the Agreement specified in section I., 373,324 shares of Biofrontera AG, together with any and all rights and duties related hereto to Matchmakers Consulting AG – hereinafter called “buyer” – which becomes the sole holder of the said shares.
Transfer and delivery
Seller and buyer agree that title to the shares including any property rights will be transferred to buyer, together with any and all rights and components related hereto, upon full payment of the purchase price. The parties agree that, instead of delivery, seller assigns to buyer his right to demand surrender of the shares from the company with such assignment taking effect, with regard to the related property rights, upon full payment of the purchase price.
The purchase price is a cash amount of 10.- euros per share for 72,324 shares, 12.- euros per share for 180,000 shares, and 13.- euros per share for 120,000 shares. The purchase price will be paid in 8 instalments of 500,000 (in words: five hundred thousand) euros each. The first instalment is due immediately after signature and after the bank confirms transfer of the entire Object of this Agreement. The economic transfer will be effected and closed with the transfer of this first instalment to the account of seller and with the delivery of the object of this Agreement by transfer to the deposit of buyer. The second instalment will be transferred on March 20 th , the third on April 25 th . The other five instalments of 500,000 euros each will be transferred on the last day of each month between March and September 2007. A final instalment of 443,240 (four hundred forty three thousand two hundred and forty) euros will be paid on October 31, 2007.
Each party is, without any restrictions, entitled to exercise the statutory right of rescission although payment of the purchase price is deferred.
Seller is entitled to demand payment of interest in the amount of 7 % per year on any outstanding instalment from occurrence of default after written reminder by seller, unless buyer proves that seller has not incurred any damage due to the default or has incurred less damage than claimed. In