EXHIBIT 4.5 [DONLAR CORPORATION LETTERHEAD] April ___, 2002 CONFIDENTIAL ------------ Dear _____________: Currently, you own convertible debt of Donlar Corporation ("Donlar") evidenced by a note dated ______________ in the face amount of...Letter Agreement • January 30th, 2003 • Donlar Corp • Biological products, (no disgnostic substances)
Currently, you own convertible debt of Donlar Corporation ("Donlar") evidenced by a note dated ______________ in the face amount of _________________ (the "Convertible Note"). This letter agreement (this "Letter Agreement") sets forth certain understandings between you and Donlar, an Illinois corporation, regarding the terms upon which you shall surrender the Convertible Note in exchange for shares of senior convertible preferred stock of Donlar ("Senior Preferred") containing the terms attached hereto as Exhibit A and surrender for cancellation all options and warrants you hold to purchase common or preferred stock of Donlar. Upon the completion of certain transactions whereby Donlar's majority owned subsidiary Donlar Bioysntrex Corporation, a Nevada corporation, is merged into Donlar, the capitalization of Donlar shall be as set forth on Exhibit B.
EXHIBIT 10.5 December 30, 2002 Peter Frugone One Rockefeller Plaza, Suite 1600 New York, NY 10020 Dear Mr. Frugone: This letter is to confirm our agreement that you will act as a consultant and advisor to Donlar Biosyntrex (the "Company") in...Donlar Corp • January 30th, 2003 • Biological products, (no disgnostic substances)
This letter is to confirm our agreement that you will act as a consultant and advisor to Donlar Biosyntrex (the "Company") in connection with the Company's efforts to settle certain claims against the Company and others by two groups of the Company's shareholders led by Charles A. Moskowitz and Martin Goldberg (the "Claims"). You have and shall take various actions as we have previously discussed to obtain the settlement and release of the Claims and in return for such services, the Company shall issue you 2,000,000 shares of its common stock simultaneously with the settlement and release of the Claims. Our obligation to issue you the shares shall expire at 11:59 p.m. on December 31, 2002 if the Claims have not been settled and released prior to such time.
RECITALSDonlar Corp • January 30th, 2003 • Biological products, (no disgnostic substances)
THIS SECOND LIMITED CONSENT AND WAIVER (this "Consent and Waiver") is made as of the 17th day of September, 2002 by TENNESSEE FARMERS LIFE INSURANCE COMPANY, a Tennessee corporation licensed to sell life insurance in Tennessee ("Lender"), party to the Credit Agreement (defined below) and the Agreement to Merge. Terms defined in the Credit Agreement are, unless otherwise defined herein or the context otherwise requires, used herein as defined in the Credit Agreement.
