EXHIBIT 10.21


 


PROTEO, INC.


 


PREFERRED STOCK PURCHASE AGREEMENT


 


 


This Preferred Stock Purchase Agreement ("Agreement")
is made this _____ day of______, 20___ by and between PROTEO, INC., a Nevada corporation with its principal place of business at
2102 Business Center Drive, Irvine, CA 92612 (the "Company") and the Purchaser of its stock, ______________ ("Purchaser").


 


RECITALS


 


		A.	The Company is engaged in research and development of pharmaceuticals. The Company now is willing
to sell shares of its Series A Preferred stock, on terms as stated herein.



 


		B.	The Company has authorized 300,000,000
shares of common stock and 10,000,000 shares of preferred stock. Currently, _________ shares of the Company's common stock are
issued and outstanding. The Company has created a Series A Preferred Stock of and designated up to 750,000 shares of the Company’s
preferred stock which voting powers, preferences and relative, participating, optional and other special rights are defined in
the Certificate of Designation of, a copy of which is attached hereto as Exhibit A. Currently, ________ shares of the Company's
Series A Preferred Stock are issued and outstanding. 



 


		C.	Purchaser and the Company now mutually desire for Purchaser to purchase ________ shares of the
Company's Series A Preferred Stock at the price per share determined herein, on the terms and conditions stated herein.



 


AGREEMENT


 


In consideration of the mutual promises, representations,
warranties and conditions set forth in this Agreement, the Company and Purchaser agree as follows.


 


1.            Purchase and Sale of Shares.


 


		1.1	Sale of Shares. The Company and its Board of Directors has authorized the issuance and sale
of ______ shares of Series A Preferred stock (the "Purchase Shares") pursuant to the terms of this Agreement, which Purchase
Shares in accordance with the Certificate of Designation, Preferences and Rights of Series A Preferred Stock (the “Certificate”),
a copy of which is attached hereto as part of this Agreement.



 


		1.2	Price per Share. The price per share shall be $______ per share, totaling to $_________
for the Purchase Shares.



 


			In reliance upon Purchaser representations and warranties contained in Section 4 hereof, and subject
to the terms and conditions set forth herein, the Company hereby agrees to sell to Purchaser _______ shares of the Company’s
Series A Preferred Stock.



 






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2.            Closing: Issuance and Delivery of Shares:
Conditions.


 


		2.1	Closing(s). The closing of the sale under this Agreement (the "Closing"), shall
be held within five (5) working days following the date of the Agreement ("Closing Date"), at the offices of the Company
or on such earlier date or at such other place as the Parties may agree.



 


		2.2	Payment of Purchase Price. At the Closing, the Purchaser shall pay the purchase price as
determined in paragraph 1.2., falling due upon execution. The payment shall be in United States funds by check, cash, by wire transfer
or by other means of payment as shall have been agreed upon by the Purchaser and the Company prior to payment.



 


		2.3	Issuance and Delivery. At the Closing, subject to the terms and conditions hereof, the Company
shall deliver an irrevocable instruction to the Company's secretary to issue and deliver to Purchaser appropriate stock certificates,
registered in the name of the Purchaser for the Shares, or his designee.



 


3.            Representations and Warranties of the
Company.


 


The Company hereby represents and warrants
to Purchaser as of the date hereof as follows, and all such representations and warranties shall be true and correct as of any
Closing Date as if then made and shall survive the Closing.


 


		3.1	Organization. The Company is a corporation, duly incorporated, validly existing and in good
standing under the laws of Nevada. The Company has all requisite power and authority to own or lease its properties and to conduct
its business as now conducted. The Company holds all licenses and permits required for the conduct of its business as now conducted,
which, if not obtained, would have a material adverse effect on the business, financial condition or results of operations of the
Company taken as a whole. The Company is qualified as a foreign corporation and is in good standing in any states where the conduct
of its business or its ownership or leasing of property requires such qualification, except where the failure to so qualify would
not have a material adverse effect on the business, financial condition or results of operations of the Company taken as a whole.



 


		3.2	Capitalization. The Company is authorized to issue 300,000,000 shares of Common Stock of
which ________ shares are outstanding at the date of this Agreement. The Company is authorized to issue 10,000,000 shares of Preferred
Stock of which ________ shares are outstanding at the date of this Agreement. All of the issued and outstanding shares of Common
Stock and Preferred Stock on the Closing Date are or will have been duly authorized, validly issued and then fully paid and non-assessable.
The Company’s right to issue shares of its stock otherwise shall not be limited by any provision herein.



 


		3.3	Authority. The Company has all requisite power and authority to enter into this Agreement,
and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, and the consummation of the
transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company, and upon
their execution and delivery by the Company, such document will constitute a valid and binding obligation of the Company, enforceable
against the Company in accordance with its terms.



 






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		3.4	Issuance of Shares. The Purchase Shares, when issued pursuant to the terms of this Agreement,
will be duly and validly authorized and issued, fully paid and non-assessable.



 


		3.5	No Conflict with Law or Documents. The execution, delivery and consummation of this Agreement,
and the transactions contemplated hereby, will not (a) conflict with any provisions of the Articles of Incorporation or Bylaws
of the Company; (b) result in any violation of or default or loss of a benefit under, or permit the acceleration of any obligation
under (in each case, upon the giving of notice, the passage of time, or both), any mortgage, indenture, lease, agreement or other
instrument, permit, franchise license, judgement, order, decree, law, ordinance, rule or regulation applicable to the Company.



 


		3.6	Consents, Approvals and Private Offering. Except for any filings required under Federal
and applicable state securities laws, all of which shall have been made as of the Closing Date to the extent required as of such
time, no permit, consent, approval, order or authorization of, or registration, declaration or filing with, any Federal, state,
local or foreign governmental authority is required to be made or obtained by the Company in connection with the execution and
delivery of this Agreement, and the consummation of the transactions contemplated hereby and thereby.



 


4.            Representations and Warranties of Purchaser.


 


Purchaser hereby represents, warrants and covenants
with the Company as follows:


 


		4.1	Legal Power. Purchaser has the requisite power, as appropriate, and is authorized to enter
into this Agreement, to purchase the Purchase Shares hereunder, and to carry out and perform his, her or its obligations under
the terms of this Agreement.



 


		4.2	Due Execution. This Agreement has been duly authorized, executed and delivered by Purchaser,
and, upon due execution and delivery by the Company, this Agreement will be a valid and binding agreement of Purchaser.
	 	 	 
	 	4.3	Investment Representations.



 


Purchaser represents and
agrees that:


 


		4.3.1	Purchaser is acquiring the Purchase Shares for its own account, not as a nominee or agent, for
investment and not with a view to or for resale in connection with, any distribution or public offering thereof within the meaning
of the Securities Act of 1933, as amended (the "Act"), except pursuant to an effective registration statement under the
Act;



 






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		4.3.2	Purchaser is an 'accredited investor,' as that term is defined in Rule 501 (a) of Regulation D
promulgated under the Act. Purchaser has such knowledge and experience in financial and business matters that it is fully able
to evaluate the merits and risks of the acquisition of the Securities, and has conducted their own investigation into the suitability
of its investment, and reviewed all the information that it considers necessary to evaluate its acceptance of the Purchase Shares.
Purchaser is able to bear the risks associated with accepting the Purchase Shares, including the risk of loss of the entire investment
in the Purchase Shares. Purchaser has received and reviewed any and all information Purchaser deemed necessary to evaluate its
investment.



 


		4.3.3	Purchaser understands that the Purchase Shares have not been registered under the Act by reason
of a specific exemption therefrom, and may not be transferred or resold except pursuant to an effective registration statement
or exemption from registration and each certificate representing the Purchase Shares will be endorsed with the following legend:



 


		(i)	THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "ACT"). THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED
OR OTHERWISE DISPOSED OF IN THE ABSENCE OF A CURRENT AND EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT WITH RESPECT TO SUCH SHARES,
OR AN OPINION OF THE ISSUER'S COUNSEL TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT; and



 


		(ii)	Any legend required to be placed thereon by applicable federal or state securities laws.



 


		4.3.4	Purchaser has read, and understands and agrees to the Certificate of Designation for the Series
A Preferred Stock.



 


5.            Term and Termination


 


	 	5.1	Term.
This Agreement shall expire upon total payment of the Purchase Price and issuance of _______ shares of Preferred Stock Class
A to Purchaser.
	 	 	 
		5.2.	The Company may cancel this agreement upon



 


		(i)	any misrepresentation or omission of or on behalf of the Purchaser made to the Company in connection
with this Agreement;



		(ii)	adjudication of bankruptcy, or filing of a petition under any bankruptcy or debtor’s relief
law by or against the Purchaser, or failure of the Purchaser to generally pay its debts as they become due;



 






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6.            Miscellaneous.


 


		6.1	Governing Law . This Agreement shall be governed by and construed under the laws of the
State of California.



 


		6.2	Successors and Assigns. Except as otherwise expressly provided herein, the provisions hereof
shall inure to the benefit of, and are binding upon, the successors, assigns, heirs, executors, and administrators of the parties
hereto.



 


		6.3	Entire Agreement. This Agreement and the other documents delivered pursuant hereto, constitute
the full and entire understanding and agreement among the parties with regard to the subjects hereof and no party shall be liable
or bound to any other party in any manner by a representations, warranties, covenants, or agreements except as specifically set
forth herein or therein. Nothing in this Agreement, express or implied, is intended to confer upon any party, other than the parties
hereto and their respective successors and assigns, any rights, remedies, obligations, or liabilities under or by reason of this
Agreement, except as expressly provided herein.



 


		6.4	Severability. In case any provision of this Agreement shall be invalid, illegal, or unenforceable,
it shall to the extent practicable, be modified so as to make it valid, legal and enforceable and to retain as nearly as practicable
the intent of the parties and the validity, legality, and enforceability of the remaining provisions shall not in any way be affected
or impaired thereby.



 


		6.5	Amendment and Waiver. Except as otherwise provided herein, any term of this Agreement may
be amended, and the observance of any term of this Agreement may be waived (either generally or in a particular instance, either
retroactively or prospectively, and either for a specified period of time or indefinitely), with the written consent of the Company
and Purchaser. Any amendment or waiver effected in accordance with this Section shall be binding upon each future holder of any
security purchased under this Agreement (including securities into which such securities have been converted) and the Company.



 


		6.6	Notices. All notices and other communications required or permitted hereunder shall be in
writing and shall be effective when delivered personally, or sent by telex or telecopier (with receipt confirmed), provided that
a copy is mailed by registered mail, return receipt requested, or when received by the addressee, if sent by Express Mail, Federal
Express or other express delivery service (receipt request) in each case to the appropriate address set forth below.



 


If to the Company:             PROTEO, INC.


ATTN: CEO


2102 Business Center Drive


Irvine,
CA 92612


 


If to Purchaser:                   ______________


______________


 






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		6.7	Titles and Subtitles. The titles of paragraphs and subparagraphs of this Agreement are for
convenience of reference only and are not be not considered in construing this Agreement.



 


		6.8	Counterparts. This Agreement may be executed in any number of counterparts, each of which
shall be deemed an original, but all of which together shall constitute one instrument.



 


 


 


IN WITNESS WHEREOF, the parties have executed
this Agreement the date first above written.


 


 


"COMPANY"


PROTEO, INC. a Nevada Corporation


 


 


By: __________________


 


 


 


"PURCHASER"


 


 


By: __________________


 


 


 


 


 


 


 


 


 


 


 


Exhibit A: Certificate of Designation of Series
A Preferred Stock


 






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Exhibit A


 


CERTIFICATE OF DESIGNATION OF SERIES A PREFERRED
STOCK


 


OF


 


PROTEO, INC.


A NEVADA CORPORATION


 


 


Proteo, Inc., a Nevada
corporation (the "Corporation"), hereby certifies that the following resolution was adopted by the Board of Directors
of the Corporation:


 


RESOLVED, that pursuant
to the authority vested in the Board of Directors of this Corporation (the "Board of Directors") in accordance with the
provisions of the Articles of Incorporation of the Corporation, there is hereby created, a series of Preferred Stock consisting
of 750,000 shares, which series shall have the following powers, designations, preferences and relative, participating, optional
and other special rights, and the following qualifications, limitations and restrictions as follows:


 


Section 1.  DESIGNATION
AND AMOUNT. The shares of Preferred Stock created hereby shall be designated as "Series A Preferred Stock" and the authorized
number of shares constituting such series shall be 750,000.


 


Section 2.  DIVIDENDS
AND DISTRIBUTIONS.


 


(A)  The holders
of the then outstanding shares of Series A Preferred Stock shall be entitled to receive, when, as and if declared by the Board
of Directors, out of funds of the Corporation legally available therefore, preferential dividends at the per share rate of two
(2) times the per share amount of each and any cash and non-cash dividend distributed to holders of the Corporation's Common Stock
when, as and if declared by the Board of Directors.


 


(B)  No dividend
shall be paid or declared on any share of Common Stock, unless a dividend, payable in the same consideration and manner, is simultaneously
paid or declared, as the case may be, on each share of Series A Preferred Stock in an amount determined as set forth in paragraph
(A) above. For purposes hereof, the term "dividends" shall include any pro rata distribution by the Corporation, out
of funds of the Corporation legally available therefore, of cash, property, securities (including, but not limited to, rights,
warrants or options) or other property or assets to the holders of the Common Stock, whether or not paid out of capital, surplus
or earnings.


 


(C)  If no dividend
is distributed according to Section 2 (A), the holders of the then outstanding shares of Series A Preferred Stock shall be entitled
to an annual stock dividend, when, as and if declared by the Board of Directors, payable at the rate of one (1) share of the Series
A Preferred Stock for each twenty (20) shares of Series A Preferred Stock then held by each holder of Series A Preferred Stock.
Such stock dividend shall be paid on June 30 of each year, commencing with the first June 30 in the year subsequent to the calendar
year in which the shares of Series A Preferred Stock were issued and no dividend was distributed according to Section 2 (A). No
fractional shares of Series A Preferred Stock shall be issued in connection with the payment of the stock dividend. In lieu of
fractional shares, the Corporation shall issue such additional fraction of a share as is necessary to increase the fractional share
to a full share.


 


No stock dividend under this paragraph shall be paid after December
31, 2011.


 


(D)  The Board
of Directors may fix a record date for the determination of holders of shares of Series A Preferred Stock entitled to receive any
dividend or distribution as provided in Paragraph (A) or Paragraph (C) above.


 


Section 3.  VOTING
RIGHTS. Except than otherwise provided herein or by law, the shares of Series A Preferred Stock shall have no voting rights other
than on such matters submitted to a vote to the stockholders of Series A Preferred Stock and such other stock designated to be
the same class of the Company's stock.


 


Section 4.  REACQUIRED
SHARES. Any shares of Series A Preferred Stock purchased or otherwise acquired by the Company in any manner whatsoever shall be
retired and cancelled promptly after the acquisition thereof. All such shares shall upon their cancellation become authorized but
unissued shares of Preferred Stock and may be reissued as part of Series A Preferred Stock or of any other series of Preferred
Stock as designated by the Board of Directors from time to time.


 






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Section 5.  LIQUIDATION,
DISSOLUTION OR WINDING UP. Upon any liquidation, voluntary or otherwise, dissolution or winding up of the Company, holders of Series
A Preferred Stock shall be entitled to receive per share distributions equal to two (2) times the rate of per share distributions
to be made to the holders of Common Stock. No distributions shall be made unless nay accrued and unpaid dividends and distributions
on the Series A Preferred Stock have been made prior thereto. In the event, the Company shall have (i) subdivided the outstanding
Common Stock, or (ii) combined the outstanding Common Stock into a smaller number of shares by a reverse stock split or otherwise,
after the issuance of Series A Preferred Stock, distributions payable to Series A Preferred Stock under this Section 5 shall be
adjusted accordingly.


 


Section 6.  CONSOLIDATION;
MERGER; ETC. In the event the Company shall enter into any consolidation, merger combination or other transaction in which the
shares of Common Stock are exchanged into other stock or securities, cash and /or any other property, then in any such case each
share of Series A Preferred Stock shall automatically be simultaneously exchanged for or converted into the same stock or securities,
cash and/or other property at a rate per share equal to 1.5 times the rate per share that the Common Stock is being exchanged or
converted.. In the event, the Company shall (i) subdivide the outstanding Common Stock, or (ii) combine the outstanding Common
Stock into a smaller number of shares by a reverse stock split or otherwise, the amount set forth in the preceding sentence shall
be adjusted at the same rate.


 


Section 7.  REDEMPTION.
The shares of Series A Preferred Stock shall not be redeemable.


 


Section 8.  RANKING.
The Series A Preferred Stock may rank junior to any other series of the Corporation's Preferred Stock as to the payment of dividends
and the distribution of assets as may be determined in the designation of any such series of Preferred Stock.


  


Section 9.  AMENDMENT.
At any time when any shares of Series A Preferred Stock are outstanding, neither the Articles of Incorporation of the Corporation
nor this Certificate of Designation shall be amended or altered in any manner which would materially alter or change the powers,
preferences or special rights of the Series A Preferred Stock so as to affect them adversely without the affirmative vote of holders
representing a majority of the outstanding shares of Series A Preferred Stock, voting separately as a class.


   


IN WITNESS WHEREOF, the
undersigned have executed this Certificate and do affirm the foregoing as true and correct this 05 day of June 2008.


 


  


/s/ Birge Bargmann


Birge Bargmann


President, CEO and CFO


 


	 	
        Attest:

         

        /s/ Barbara Kahlke

        Barbara Kahlke, Ph.D.

        Secretary
	 


 


 



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