AVITAR INC.
00 Xxx Xxxx
Xxxxxx, XX 00000
(000) 000-0000
May 4, 2006
AJW Partners, LLC
AJW Offshore, Ltd.
AJW Qualified Partners, LLC
New Millennium Capital Partners II, LLC
0000 Xxxxxxxx Xxxxxxxxx
Xxxxx 000
Xxxxxx, Xxx Xxxx 00000
Re: Avitar Inc, (the "Company") -Amendment of Warrants
Ladies and Gentlemen:
This letter sets forth the agreement of the parties hereto to cancel
certain warrants which are exercisable into shares of the Company's Common
Stock, par value $.01 per share, originally issued by the Company to the
investors listed in the signature page hereto (collectively, the "Investors")
pursuant to that certain Securities Purchase Agreement (the "Purchase
Agreement"), dated as of September 22, 2005, by and among the Company and the
Investors (collectively, the "Warrants").
By execution hereof, for good and valuable consideration the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree that:
1. All Warrants issued by the Company to the Investors shall be deemed
cancelled in its entirety; and
2. The Company agrees to issue 3,000,000 warrants to the Investors with a
strike price of $1.25 and a term of seven years on May 4, 2006 in
consideration for the cancellation of the old Warrants and the advancement
of certain monies.
The parties shall do and perform, or cause to be done and performed, all
such further acts and things, and shall execute and deliver all such other
agreements, certificates, instruments and documents, as the other parties hereto
may reasonably request in order to carry out the intent and accomplish the
purposes of this letter agreement, including without limitation the issuance of
amended Notes.
[Signature Page Follows]
Please signify your agreement with the foregoing by signing a copy of
this letter where indicated and returning it to the undersigned.
Sincerely,
AVITAR, INC.
--------------------------------
Xxxxx Xxxxxxxx
Chief Executive Officer
ACCEPTED AND AGREED:
AJW PARTNERS, LLC
By: SMS GROUP, LLC
Xxxxx X. Xxxxxxxx, Manager
NEW MILLENNIUM CAPITAL PARTNERS II, LLC
By: FIRST STREET MANAGER II, LLC,
Xxxxx X. Xxxxxxxx, Manager
AJW OFFSHORE, LTD.
By: FIRST STREET MANAGER II, LLC
Xxxxx X. Xxxxxxxx, Manager
AJW QUALIFIED PARTNERS, LLC
By: AJW MANAGER, LLC
Xxxxx X. Xxxxxxxx, Manager
