WAIVER TO SECURITIES PURCHASE AGREEMENT
This WAIVER to Securities Purchase Agreement and related Agreements, dated
as of February 10, 2006, shall serve to waive certain liquidated damages and a
default related to the Securities Purchase Agreement and related Agreements (the
"Agreement"), dated as of September 22, 2005, by and among Avitar Inc., a
Delaware corporation, with its headquarters located at 00 Xxx Xxxx, Xxxxxx, XX
00000, and each of the Buyers set forth in the Agreement.
1. The undersigned parties hereby agree to waive the liquidated damages and
default arising from the failure to have an effective registration statement as
required by the Agreement by January 21, 2006 (120 days after the first Closing
on September 23, 2005) and February 5, 2006 (135 days after the first Closing)
and no further liquidated damages or default will arise from the failure to have
an effective registration statement as required provided that the registration
statement is declared effective by April 30, 2006.
2. All other provisions of the Agreement shall remain in full force and
effect.
[Signature Page Follows]
ACCEPTED AND AGREED:
AVITAR INC.
By: /s/Xxxxx Xxxxxxxx
Xxxxx Xxxxxxxx
Chief Executive Officer
AJW PARTNERS, LLC
By: SMS Group, LLC
By: /s/Xxxxx X. Xxxxxxxx
Xxxxx X. Xxxxxxxx
Manager
AJW OFFSHORE, LTD.
By: First Street Manager II, LLC
By: /s/Xxxxx X. Xxxxxxxx
Xxxxx X. Xxxxxxxx
Manager
AJW QUALIFIED PARTNERS, LLC
By: AJW Manager, LLC
By: /s/Xxxxx X. Xxxxxxxx
Xxxxx X. Xxxxxxxx
Manager
NEW MILLENNIUM CAPITAL PARTNERS II, LLC
By: First Street Manager II, LLC
By: /s/Xxxxx X. Xxxxxxxx
Xxxxx X. Xxxxxxxx
Manager
