NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF
THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
("ACT"), OR APPLICABLE STATE LAW. THIS WARRANT AND THE SHARES UNDERLYING IT MAY
NOT BE PLEDGED, SOLD, ASSIGNED OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT WITH RESPECT THERETO UNDER THE ACT AND ANY APPLICABLE
STATE SECURITIES LAW, OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL,
SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED.
VOID AFTER 5:00 P.M. EASTERN TIME, ___________, 200___
WARRANT
For the Purchase of
_________ Shares of Common Stock
of
AVITAR, INC.
1. Warrant.
THIS CERTIFIES THAT, for good and valuable consideration, duly paid by or
on behalf of ______________________ ("Holder"), as registered owner of this
Warrant, to Avitar, Inc., a Delaware corporation ("Company"), Holder is
entitled, at any time or from time to time at or after ________, 2003
("Commencement Date"), and at or before 5:00 p.m., Eastern Time on __________,
2008 ("Expiration Date"), but not thereafter, to subscribe for, purchase and
receive, in whole or in part, up to __________ (_______) shares of common stock
of the Company ("Common Stock"). Notwithstanding the foregoing, this Warrant may
not be exercised until the Company has obtained stockholder approval of the
issuance of the Common Stock to be issued upon exercise of the Warrant as may be
required by the American Stock Exchange, and the Company hereby commits to seek
such approval from the stockholders by July ___, 2003. If the Expiration Date is
a day on which banking institutions are authorized by law to close, then this
Warrant may be exercised on the next succeeding day that is not such a day in
accordance with the terms herein. During the period ending on the Expiration
Date, the Company agrees not to take any action that would terminate the
Warrant. This Warrant is being issued in connection with the issuance and sale
by the Company of units ("Units") consisting of a $50,000 senior subordinated
promissory note ("Note") and 300,000 shares of common stock, $.01 par value
("Common Stock") in an private placement offering ("Offering") for which HCFP
Securities, LLC has acted as Placement Agent.
2. Exercise.
Exercise Price. This Warrant is initially exercisable at $____ per share of
Common Stock purchased [equal to the conversion rate]; provided, however, that
upon the occurrence of any of the events specified in Section 6 hereof, the
rights granted by this Warrant, including the exercise price, and in certain
circumstances the number of shares of Common Stock to be received upon such
exercise, shall be adjusted as therein specified. The term "Exercise Price"
shall mean the initial exercise price or the adjusted exercise price, depending
on the context, to purchase one share of Common Stock.
2.1 Exercise Notice; Payment for Shares. In order to exercise this Warrant,
the exercise notice form attached hereto must be duly executed and completed and
delivered to the Company, together with this Warrant and payment of the Exercise
Price multiplied by the number of shares of Common Stock for which this Warrant
is being exercised (except as provided in Section 2.4 hereof) in cash or by
certified check or official bank check for the shares being purchased. If this
Warrant has not been wholly exercised at or before 5:00 p.m., Eastern time, on
the Expiration Date, this Warrant shall become and be void at such date and time
without further force or effect, and all rights represented hereby shall cease
and expire.
2.2 Legend. Each certificate for shares of Common Stock purchased under
this Warrant shall bear the following legend: ------
"The shares represented by this certificate have not been registered under
the Securities Act of 1933, as amended ("Act") or applicable state law. The
shares may not be pledged, sold, assigned or transferred in the absence of
an effective registration statement with respect thereto under the Act and
any applicable state securities law, or unless the Company receives an
opinion of counsel, satisfactory to the Company, that such registration is
not required."
Notwithstanding the foregoing, if the shares of Common Stock have been
registered and are the subject of a current and effective registration statement
at the time of exercise, then the following legend will be used in lieu of the
foregoing legend:
"The shares represented by this certificate have been registered under the
Securities Act of 1933, as amended ("Act") and may be sold pursuant thereto
in accordance with the prospectus delivery requirements of the Act."
2.3 Conversion Right.
2.3.1 Determination of Amount. In lieu of the payment of the Exercise
Price multiplied by the number of shares of Common Stock for which the
Warrant is being exercised in the manner required by Section 2.2, the
Holder shall have the right (but not the obligation) to convert any
exercisable but unexercised portion of this Warrant into securities
("Conversion Right") as follows: Upon exercise of the Conversion Right, the
Company will deliver to the Holder (without payment by the Holder of any of
the Exercise Price in cash) that number of shares equal to the quotient
obtained by dividing (x) the "Value" (as defined below) of the portion of
the Warrants being converted by (y) the "Market Price" (as defined below).
The "Value" of the portion of the Warrants being converted will equal the
remainder derived from subtracting (a) the Exercise Price multiplied by the
number of shares underlying the portion of the Warrants being converted
from (b) the Market Price multiplied by the number of shares underlying the
portion of the Warrants being converted. As used herein, the term "Market
Price" is deemed to be product of (x) the last reported sale price of the
Common Stock on the date prior to the date the Conversion Right is
exercised, or, in case no such reported sale takes place on such day, the
average of the last reported sale prices for the immediately preceding
three trading days, in either case as officially reported by the principal
securities exchange on which the Common Stock is listed or admitted to
trading, or, if the Common Stock is not listed or admitted to trading on
any national securities exchange or if any such exchange on which the
Common Stock is listed is not its principal trading market, the last
reported sale price as furnished by the National Association Securities
Dealers, Inc. through the Nasdaq National Market or SmallCap Market, or, if
applicable, the OTC Bulletin Board, or if the Common Stock is not listed or
admitted to trading on any of the foregoing markets, or similar
organization, as determined in good faith by resolution of the Board of
Directors of the Company, based on the best information available to it.
2.4 Mechanics of Conversion Right. The Conversion Right may be exercised by
the Holder on any business day on or after the Commencement Date and not later
than the Expiration Date, except as otherwise provided in Section 2.1 hereof, by
delivering to the Company the Warrants with a duly executed exercise form
attached hereto with the conversion section completed exercising the Conversion
Right.
3. Transfer Restrictions. The registered Holder of this Warrant, by its
acceptance hereof, agrees that it will not sell, transfer or assign or
hypothecate this Warrant to anyone except upon compliance with, or pursuant to
exemptions from, applicable securities laws. In order to make any permitted
assignment, the Holder must deliver to the Company the assignment form attached
hereto duly executed and completed, together with this Warrant and payment of
all transfer taxes, if any, payable in connection therewith. The Company shall
promptly transfer this Warrant on the books of the Company and shall execute and
deliver a new Warrant or Warrants of like tenor to the appropriate assignee(s)
expressly evidencing the right to purchase the aggregate number of shares of
Common Stock purchasable hereunder or such portion of such number as shall be
contemplated by any such assignment; provided that there is then an effective
registration statement with respect thereto under the Act and any applicable
state securities laws, or the Company receives an opinion of counsel,
satisfactory to the Company, that such registration is not required
4. New Warrants to be Issued.
4.1 Partial Exercise or Transfer. Subject to the restrictions in Section 3
hereof, this Warrant may be exercised or assigned in whole or in part. In the
event of the exercise or assignment hereof in part only, upon surrender of this
Warrant for cancellation, together with the duly executed exercise or assignment
form and funds (or conversion equivalent) sufficient to pay any Exercise Price
multiplied by the number of shares of Common Stock for which this Warrant is
exercised and/or transfer tax, the Company shall cause to be delivered to the
Holder without charge a new Warrant of like tenor to this Warrant in the name of
the Holder evidencing the right of the Holder to purchase the aggregate number
of shares of Common Stock as to which this Warrant has not then been exercised
or assigned.
4.2 Lost Certificate. Upon receipt by the Company of evidence satisfactory
to it of the loss, theft, destruction or mutilation of this Warrant and of
reasonably satisfactory indemnification, the Company shall execute and deliver a
new Warrant of like tenor and date. Any such new Warrant executed and delivered
as a result of such loss, theft, mutilation or destruction shall constitute a
substitute contractual obligation on the part of the Company.
5. Registration Rights.
5.1 Registration Obligation. The Holder shall be entitled to the same
registration rights with respect to the resale of the Common Stock issuable upon
exercise of this Warrant ("Warrant Shares") as the Company has granted to
investors in the Offering as described in the Subscription Agreement entered
into by the Company and each such investor, a form of which is attached as
Exhibit 4 to the Disclosure Package dated _____________, 2003 relating to the
Offering, including, without limitation and subject to the limitations and
obligations set forth therein, the registration obligation set forth in Section
7 of Schedule 1 to the Subscription Agreement (described in more detail below in
subsections 5.3).
5.2 Successors and Assigns. The registration rights granted to the Holder
inure to the benefit of all the Holder's successors, heirs, pledgees, assignees,
transferees and purchasers of this Warrant or the Warrant Shares.
5.3 Registration Obligation and Extra Shares. The Company shall file a
Registration Statement ("Registration Statement") under the Securities Act of
1933, as amended ("Securities Act") with the Securities and Exchange Commission,
registering the Warrant Shares. The Company agrees to file the Registration
Statement as soon as practicable, but not later than 45 days after the Final
Closing of the Offering. The Company agrees to use its best efforts to have the
Registration Statement declared effective as soon as practicable, but in no
event later than the 90th day after the Final Closing of the Offering("Target
Date") If the Company shall either fail to file the Registration Statement by
the 45th day after the Final Closing or to have the Registration Statement
declared effective by the Target Date, then on the Target Date and on each
monthly anniversary of the Target Date thereafter until the earlier of the
effective date of the Registration Statement ("Effective Date") or the 19th
monthly anniversary of the Target Date, the Company shall issue to the holder of
the Warrant, as liquidated damages, the holder's pro rata portion of that number
of shares of Common Stock equal to 4% of all the penalty shares issued to the
holders of Notes (or their successors) originally sold in the Offering where the
proration is based on the number of Warrants held by the holder in proportion to
all the Warrants of like tenor issued in respect of the Offering ("Penalty
Shares"). The Company agrees that it shall include the Penalty Shares, if any,
in the Registration Statement. The Company shall keep the Registration Statement
effective and current until all the securities thereunder are sold or until all
the securities may be sold by the holders thereof under Rule 144(k) or otherwise
without any restriction. The Company will pay all fees and expenses incurred by
the Company in connection with the preparation and filing of the Registration
Statement with the SEC.
5.4 "Piggy-Back" Registration Rights. If at any time the Company files a
registration statement (excluding registration statements on Forms S-4 and S-8)
and the Warrant Shares are not the subject of a current and effective
registration statement, the Holder has the right to include in such registration
statement its Warrant Shares for resale; provided, however, that if, in the
written opinion of the Company's managing underwriter or underwriters, if any,
for such offering (the "Underwriter"), the inclusion of such Warrant Shares,
when added to the securities being registered by the Company or the selling
stockholder(s), will exceed the maximum amount of the Company's securities which
can be marketed (i) at a price reasonably related to their then current market
value, or (ii) without materially and adversely affecting the entire offering,
the Company shall nevertheless register all or any portion of the Warrant Shares
required to be so registered but such Warrant Shares shall not be sold by the
Holder until 90 days after the registration statement for such offering has
become effective; and provided further that, if any securities are registered
for resale on behalf of other securityholders in such offering and such
securityholders have not agreed to defer such sale until the expiration of such
90 day period, the number of securities to be sold by all stockholders in such
public offering during such 90 day period shall be apportioned pro rata among
all such selling stockholders, including all holders of the Warrant Shares,
according to the total amount of securities of the Company proposed to be sold
by said selling stockholders, including all holders of the Warrant Shares.
6. Adjustments.
6.1 Adjustments to Exercise Price and Number of Shares. The Exercise Price
and the number of shares of Common Stock underlying this Warrant shall be
subject to adjustment from time to time as hereinafter set forth:
6.1.1 Stock Dividends - Recapitalization, Reclassification, Split-Ups.
If, after the date hereof, and subject to the provisions of Section 6.2
below, the number of outstanding shares of Common Stock is increased by a
stock dividend on the Common Stock payable in shares of Common Stock or by
a split-up, recapitalization or reclassification of shares of Common Stock
or other similar event, then, on the effective date thereof, the number of
shares of Common Stock issuable on exercise of this Warrant shall be
increased in proportion to such increase in outstanding shares.
6.1.2 Aggregation of Shares. If after the date hereof, the number of
outstanding shares of Common Stock is decreased by a consolidation,
combination or reclassification of shares of Common Stock or other similar
event, then, upon the effective date thereof, subject to the provisions of
Section 6.2 below, the number of shares of Common Stock issuable on
exercise of this Warrant shall be decreased in proportion to such decrease
in outstanding shares.
6.1.3 No Impairment. The Company will not, by amendment of its
Certificate of Incorporation or through any reorganization, transfer of
assets, consolidation, merger, dissolution, issue or sale of securities or
any other voluntary action, avoid or seek to avoid the observance or
performance of any of the terms to be observed or performed hereunder by
the Company but will at all times in good faith assist in the carrying out
of all the provisions of this Section 7 and in the taking of all such
actions as may be necessary or appropriate in order to protect against
impairment of the rights of the Holder of this Warrant to adjustments in
the Exercise Price.
6.1.4 Notice of Adjustment. Upon the happening of any event requiring
an adjustment of the Exercise Price hereunder, the Company shall forthwith
give written notice thereof to the Holder of this Warrant stating the
adjusted Exercise Price and the adjusted number of shares of Common Stock
underlying the Warrants resulting from such event and setting forth in
reasonable detail the method of calculation and the facts upon which such
calculation is based ("Price Notice"). The Price Notice shall describe the
event causing the change and the method of calculating same and shall be
certified as being true and accurate by the Company's President and Chief
Financial Officer.
6.1.5 Replacement of Shares upon Reorganization, etc. In case of any
reclassification or reorganization of the outstanding shares of Common
Stock other than a change covered by Section 6.1.1 hereof or which solely
affects the par value of such shares of Common Stock, or in the case of any
merger or consolidation of the Company with or into another corporation
(other than a consolidation or merger in which the Company is the
continuing corporation and which does not result in any reclassification or
reorganization of the outstanding shares of Common Stock), or in the case
of any sale or conveyance to another corporation or entity of the property
of the Company as an entirety or substantially as an entirety in connection
with which the Company is dissolved, the Holder of this Warrant shall have
the right thereafter (until the expiration of the right of exercise of this
Warrant) to receive upon the exercise hereof, for the same aggregate
Exercise Price payable hereunder immediately prior to such event, the kind
and amount of shares of stock or other securities or property (including
cash) receivable upon such reclassification, reorganization, merger or
consolidation, or upon a dissolution following any such sale or other
transfer, by a Holder of the number of shares of Common Stock of the
Company obtainable upon exercise of this Warrant immediately prior to such
event. The provisions of this Section 6.1 shall similarly apply to
successive reclassifications, reorganizations, mergers or consolidations,
sales or other transfers.
6.1.6 Adjustments in Exercise Price. Whenever the number of shares of
Common Stock purchasable upon the exercise of this Warrant is adjusted, as
provided in this Section 6.1, the Exercise Price shall be adjusted (to the
nearest cent) by multiplying such Exercise Price immediately prior to such
adjustment by a fraction (x) the numerator of which shall be the number of
shares of Common Stock purchasable upon the exercise of this Warrant
immediately prior to such adjustment, and (y) the denominator of which
shall be the number of shares of Common Stock purchasable immediately
thereafter.
6.1.7 Additional Adjustment. In addition to the other adjustments to
the Exercise Price provided in this Section 6.1, if the Company issues any
Common Stock at an effective price per share less than the then Exercise
Price or issues any securities that gives the right of conversion or
purchase of Common Stock at an effective price that is less than the then
Exercise Price, as adjusted from time to time, then the Exercise Price will
be adjusted automatically to such lower purchase or conversion price and
then subject to such further adjustments as herein provided.
6.1.8 Changes in Form of Warrant. This form of Warrant need not be
changed because of any change pursuant to this Section, and Warrants issued
after such change may state the same Exercise Price and the same number of
shares of Common Stock and Warrants as are stated in the Warrants initially
issued pursuant to this Agreement. The acceptance by the Holder of the
issuance of new Warrants reflecting a required or permissive change shall
not be deemed to waive any rights to a prior adjustment or the computation
thereof.
6.2 Elimination of Fractional Interests. The Company shall not be required
to issue certificates representing fractions of shares of Common Stock upon the
exercise of this Warrant, nor shall it be required to issue scrip or pay cash in
lieu of any fractional interests, it being the intent of the parties that all
fractional interests shall be eliminated by rounding any fraction up to the
nearest whole number of shares of Common Stock or other securities, properties
or rights.
7. Reservation and Listing. The Company shall at all times reserve and keep
available out of its authorized shares of Common Stock, solely for the purpose
of issuance upon exercise of this Warrant, such number of shares of Common Stock
or other securities, properties or rights as shall be issuable upon the exercise
thereof. The Company covenants and agrees that, upon exercise of the Warrants
and payment of the Exercise Price therefor, all shares of Common Stock and other
securities issuable upon such exercise shall be duly and validly issued, fully
paid and non-assessable and not subject to preemptive rights of any stockholder.
As long as the Warrants shall be outstanding, the Company shall use its best
efforts to cause all shares of Common Stock issuable upon exercise of the
Warrants to be listed (subject to official notice of issuance) on all securities
exchanges (or, if applicable on Nasdaq or the OTC Bulletin Board) on which the
Common Stock is then listed and/or quoted.
8. Certain Notice Requirements.
8.1 Holder's Right to Receive Notice. Nothing herein shall be construed as
conferring upon the Holder the right to vote or consent or to receive notice as
a stockholder for the election of directors or any other matter, or as having
any rights whatsoever as a stockholder of the Company. If, however, at any time
prior to the expiration of the Warrants and their exercise, any of the events
described in Section 8.2 shall occur, then, in one or more of said events, the
Company shall use its best efforts to give written notice of such event at least
fifteen days prior to the date fixed as a record date or the date of closing the
transfer books for the determination of the stockholders entitled to such
dividend, rights offering, merger or reorganization, or entitled to vote on such
proposed dissolution, liquidation, winding up or sale (or such lesser number of
days as may be practicable (but in no event less than five business days) based
on the date on which the Board of Directors acts to set such record date or
transfer book closing). Such notice shall specify such record date or the date
of the closing of the transfer books, as the case may be.
8.2 Events Requiring Notice. The Company shall be required to give the
notice described in this Section 8 upon one or more of the following events: (i)
if the Company shall take a record of the holders of its shares of Common Stock
for the purpose of entitling them to receive a dividend or distribution, (ii)
the Company shall offer to all the holders of its Common Stock any additional
shares of capital stock of the Company or securities convertible into or
exchangeable for shares of capital stock of the Company, or any option, right or
warrant to subscribe therefor, (iii) a merger or reorganization in which the
Company is not the surviving party or (iv) a dissolution, liquidation or winding
up of the Company (other than in connection with a consolidation or merger) or a
sale of all or substantially all of its property, assets and business shall be
proposed.
8.3 Transmittal of Notices. All notices, requests, consents and other
communications under this Warrant must be in writing and are sufficiently given
if delivered to the addressees in person, facsimile, by overnight courier
service (such as federal express), or, if mailed, postage prepaid, by certified
mail (return receipt requested), and will be effective three days after being
placed in the mail if mailed, or upon receipt or refusal of receipt, if
delivered personally or by overnight courier service, courier or confirmed
telecopy, in each case addressed as follows: (i) if to the registered Holder of
this Warrant, to the address of such Holder as shown on the books of the
Company, or (ii) if to the Company, to its principal executive office,
attention: Chief Financial Officer.
9. Miscellaneous.
9.1 Headings. The headings contained herein are for the sole purpose of
convenience of reference, and shall not in any way limit or affect the meaning
or interpretation of any of the terms or provisions of this Warrant.
9.2 Entire Agreement. This Warrant (together with the other agreements and
documents being delivered pursuant to or in connection with this Warrant)
constitutes the entire agreement of the parties hereto with respect to the
subject matter hereof, and supersedes all prior agreements and understandings of
the parties, oral and written, with respect to the subject matter hereof.
9.3 Binding Effect. This Warrant shall inure solely to the benefit of and
shall be binding upon, the Holder and the Company and their respective
successors, legal representatives and assigns, and no other person shall have or
be construed to have any legal or equitable right, remedy or claim under or in
respect of or by virtue of this Warrant or any provisions herein contained.
9.4 Governing Law; Submission to Jurisdiction. This Warrant will be deemed
to have been made and delivered in New York City and will be governed as to
validity, interpretation, construction, effect and in all other respects by the
internal laws of the State of New York. Each of the Company and the Holder
hereby (i) agrees that any legal suit, action or proceeding arising out of or
relating to this Warrant will be instituted exclusively in New York State
Supreme Court, County of New York, or in the United States District Court for
the Southern District of New York, (ii) waives any objection to the venue of any
such suit, action or proceeding and the right to assert that such forum is not a
convenient forum for such suit, action or proceeding, (iii) irrevocably consents
to the jurisdiction of the New York State Supreme Court, County of New York, and
the United States District Court for the Southern District of New York in any
such suit, action or proceeding, (iv) agrees to accept and acknowledge service
of any and all process that may be served in any such suit, action or proceeding
in New York State Supreme Court, County of New York or in the United States
District Court for the Southern District of New York and (v) agrees that service
of process upon it mailed by certified mail to its address set forth on the
signature page of this Warrant will be deemed in every respect effective service
of process upon it in any suit, action or proceeding.
9.5 Waiver, Etc. The failure of the Company or the Holder to at any time
enforce any of the provisions of this Warrant shall not be deemed or construed
to be a waiver of any such provision, nor to in any way affect the validity of
this Warrant or any provision hereof or the right of the Company or any Holder
to thereafter enforce each and every provision of this Warrant. No waiver of any
breach, non-compliance or non-fulfillment of any of the provisions of this
Warrant shall be effective unless set forth in a written instrument executed by
the party or parties against whom or which enforcement of such waiver is sought;
and no waiver of any such breach, non-compliance or non-fulfillment shall be
construed or deemed to be a waiver of any other or subsequent breach,
non-compliance or non-fulfillment.
IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by its
duly authorized officer as of the _____ day of _______________, 2003.
AVITAR, INC.
By:__________________________________
Name:
Title:
Form to be used to exercise Warrant:
===================================
-----------------------------------
Date: _____________________, 200___
The undersigned hereby elects irrevocably to exercise the within Warrant
and to purchase ________ shares of Common Stock of Avitar, Inc. and hereby makes
payment of $____________ (at the rate of $_________ per share of Common Stock)
in payment of the Exercise Price pursuant thereto. Please issue the Common Stock
as to which this Warrant is exercised in accordance with the instructions given
below.
or
The undersigned hereby elects irrevocably to exercise the within Warrant to
purchase __________ Shares of Avitar, Inc. by surrender of the unexercised
portion of the within Warrant. Please issue the shares of Common Stock in
accordance with the instructions given below.
and
As of the date of exercise of this Warrant, the undersigned hereby
represents and warrants to the Company that it is an "Accredited Investor"
within the meaning of the Securities Act of 1933, as amended (the "Securities
Act"), and is acquiring these securities for its own account and not with a view
to, or for sale in connection with, any distribution thereof, nor with any
present intention of distributing or selling the same. The undersigned further
represents that it does not have any contract, agreement, understanding or
arrangement with any person to sell, transfer or grant the shares of Common
Stock issuable under the Warrant. The undersigned understands that the shares it
will be receiving are "restricted securities" under Federal securities laws
inasmuch as they are being acquired from Avitar, Inc., in transactions not
including any public offering and that under such laws such shares may be sold
without registration under the Securities Act only in limited circumstances. The
undersigned is familiar with Rule 144 promulgated under the Securities Act, as
presently in effect, and understands the resale limitations imposed thereby and
by the Securities Act. The undersigned is a resident of or has its principal
place of business and executive offices located in the State of _____________.
The undersigned understands and acknowledges that the Company will rely on the
accuracy of these representations and warranties in issuing the securities
underlying the Warrant.
---------------------------
Signature
---------------------------
Signature Guaranteed
NOTICE: The signature to this form must correspond with the name as written
upon the face of the within Warrant in every particular without alteration or
enlargement or any change whatsoever, and must be guaranteed by a bank, other
than a savings bank, or by a trust company or by a firm having membership on a
registered national securities exchange.
INSTRUCTIONS FOR REGISTRATION OF SECURITIES
Name ________________________________________________________
(Print in Block Letters)
Address ________________________________________________________
Form to be used to assign Warrant:
ASSIGNMENT
(To be executed by the registered Holder to effect a transfer of the within
Warrant):
FOR VALUE RECEIVED, ________________________________ does hereby sell,
assign and transfer unto _________________________________ the right to purchase
_____________________ shares of Common Stock of Avitar, Inc. ("Company")
evidenced by the within Warrant and does hereby authorize the Company to
transfer such right on the books of the Company.
Dated:____________________, 200___
---------------------------
Signature
NOTICE: The signature to this form must correspond with the name as written
upon the face of the within Warrant in every particular without alteration or
enlargement or any change whatsoever, and must be guaranteed by a bank, other
than a savings bank, or by a trust company or by a firm having membership on a
registered national securities exchange.
