Donlar Corporation Letter Agreement for Exchange of Convertible Note and Cancellation of Warrants/Options

Contract Categories: Business Finance › Exchange Agreements
Summary

This agreement is between Donlar Corporation and a current holder of its convertible debt. The holder agrees to surrender their convertible note in exchange for senior convertible preferred stock in Donlar, and to cancel all options and warrants to purchase Donlar stock. The exchange is contingent on the merger of Donlar's subsidiary into Donlar. The agreement becomes binding once signed and is governed by Illinois law.

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EX-4.5 9 c70132exv4w5.txt FORM OF LETTER AGREEMENT 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 _________________ (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. Accordingly, you agree to surrender for cancellation: (a) the Convertible Note to Donlar in exchange for shares of Senior Preferred in the face amount of $ ____________ convertible into _______________ shares of common stock of the Donlar; and (b) all warrants and options you hold to purchase shares of common or preferred stock of Donlar. If the foregoing is in accordance with your understanding of our agreement, please sign where indicated below and deliver a copy of this Letter Agreement as provided for herein, whereupon this Letter Agreement shall represent a binding agreement between us and shall be governed by the internal laws of the State of Illinois. Very truly yours, DONLAR CORPORATION By:________________________ Name: Larry Koskan Title: President and CEO