Re: Termination of Credit Agreement and Cancellation and Termination of Note and Security Agreement.
July 22,
2009
The Frost
Group, LLC
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Xxxxxxxx Xxxxxxxxx
Xxxxx
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Xxxxx,
Xxxxxxx 00000
0 Xxxxx
Xxxxxx
Xxxxxxxx
Xxxxxxx Xxxx
Xxx-Xxxxx,
Xxxxxx 00000
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Re:
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Termination
of Credit Agreement and Cancellation and Termination of Note and Security
Agreement.
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Ladies
and Gentlemen:
Reference
is made to (i) that certain Credit Agreement, dated as of March 25, 2008 (the
“Credit
Agreement”), by and between Modigene Inc., a Nevada corporation (n/k/a
PROLOR Biotech, Inc., the “Company”), and The
Frost Group, LLC, a Florida limited liability company (the “Frost Group”),
(ii) and that certain Note and Security Agreement, dated as of March 25,
2008 (the “Note and
Security Agreement”), by and between the Company and the Frost
Group.
Upon
execution of this letter agreement (this “Agreement”), the
undersigned, intending to be legally bound hereby, agree as
follows:
1. Effective
as of the date hereof, the Credit Agreement shall be terminated and shall be of
no further force or effect.
2. Effective
as of the date hereof: (i) the Note and Security Agreement shall be
terminated and shall be of no further force or effect; (ii) there being no
borrowings outstanding under the Note (as defined in the Note and Security
Agreement), the Note shall be cancelled; and (iii) the Frost Group shall return
the Note to the Company marked cancelled.
3. This
Agreement shall be governed by the laws of the State of Florida without regard
to the rules of conflict of laws of such state that would cause the laws of
another jurisdiction to apply.
4. This
Agreement may be executed in any number of counterparts, each of which shall be
deemed an original, but all of which taken together shall constitute one and the
same instrument. Facsimile signatures and other electronically
scanned and transmitted signatures, including in portable document format (PDF),
shall be deemed originals for all purposes of this Agreement.
[Signature
page follows]
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Sincerely,
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The
Frost Group, LLC
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By:
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/s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx
X. Xxxxx
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Title: Member
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By:
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/s/ Xxxx Xxxxx
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Name: Xxxx
Xxxxx
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Title: President
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Signature
Page to Letter Agreement - Termination of Credit Agreement
