Exhibit
10.55
Stock
Agreement
The parties to this
Agreement are:
DNAPrint Genomics Inc., 1621 W.
University Parkway Sarasota, FL 34243
and
Matchmakers Consulting AG, 8750 Glarus,
Switzerland
I.
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.
2
II.
Sale
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.
III.
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.
IV.
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 rest
