EXHIBIT 4.3
TERMINATION AGREEMENT
THIS TERMINATION AGREEMENT (the "Agreement") is made and entered into
effective as of [March?] __, 2005, by and between AVITAR, INC., a Delaware
corporation (the "Company"), and CORNELL CAPITAL PARTNERS, LP, a Delaware
limited partnership (the "Investor").
Recitals:
WHEREAS, the Company and the Investor entered into an Standby Equity
Distribution Agreement (the "Standby Equity Distribution Agreement"); a
Registration Rights Agreement (the "Registration Rights Agreement"); an Escrow
Agreement (the "Escrow Agreement"); and a Placement Agent Agreement (the
"Placement Agent Agreement"), all of which are dated February 1, 2004
(collectively, the Standby Equity Distribution Agreement, the Registration
Rights Agreement, the Escrow Agreement and Placement Agent Agreement are
referred to as the "Transaction Documents."
NOW, THEREFORE, in consideration of the promises and the mutual
promises, conditions and covenants contained herein and in the Transaction
Documents and other good and valuable consideration, receipt of which is hereby
acknowledged, the parties hereto agree as follows:
1. Termination. Each of the parties to this Agreement hereby terminate the
Transaction Documents and the respective rights and obligations contained
therein. As a result of this provision, none of the parties shall have any
rights or obligations under or with respect to the Transaction Documents.
2. Fees. The Investor shall retain any and all fees, including without
limitation the commitment fees and structuring fees, and shall apply such
fees to any future Standby Equity Distribution Agreement entered into by
the parties but subject to the following sentence. In the event the
Investor does not enter into a Standby Equity Distribution Agreement on the
identical terms contained in the Standby Equity Distribution Agreement
terminated by Section 1 above within ninety (90) days after all amounts of
principal and interest under the Securities Purchase Agreement between the
parties dated April __, 2005 has been fully satisfied by the Company, the
Investor shall return to the Company all fees received pursuant to the
Transaction Documents.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the parties have signed and delivered this
Termination Agreement on the date first set forth above.
AVITAR, INC. CORNELL CAPITAL PARTNERS, LP
By: By: Yorkville Advisors, LLC
----------------------------------
Name: Xxxxx X. Xxxxxxxx Its: General Partner
Title: CEO
By:
Name: Xxxx X. Xxxxxx
Title: Portfolio Manager
