This Forbearance Agreement involves
Dated: March 29, 2006
1. On September 28, 2004, Vyteris, Inc. and Spencer Trask Specialty
Group, LLC ("STSG") entered into a Securities Purchase Agreement (the "SPA")
with respect to the purchase of 11.5% Senior Secured Grid Notes (the "NOTES").
For the purposes of this Allonge, Amendment and Waiver, the term "NOTEHOLDERS"
shall mean STSG, Spencer Trask Private Equity Fund I, LP, Spencer Trask Private
Equity Fund II, LP, Spencer Trask Private Equity Accredited Fund III, LLC and
Spencer Trask Illumination Fund LLC. Subsequently, the Noteholders entered into
a Subordination Agreement, pursuant to which it agreed to subordinate those
Notes to the obligations that Vyteris, Inc.'s parent company, Vyteris Holdings
(Nevada), Inc. (collectively with Vyteris, Inc., the "VYTERIS PARTIES") has to
purchasers of senior secured notes issued on August 19, 2005 (the "SUBORDINATION
AGREEMENT"). The SPA, the Notes, the security agreement and any subscription
agreements with respect to the Notes, are referred to in this Allonge, Amendment
and Waiver as the "TRANSACTION DOCUMENTS."
2. Each of the Noteholders hereby waives and forgives any and all
defaults, events of default, covenant defaults, and breaches of the Transaction
Documents by the Vyteris Parties, which have or may have occurred under such
Transaction Documents through and including the date hereof, including, without
limitation, any defaults, events of default, covenant defaults or breaches of
the Transaction Documents by the Vyteris Parties resulting from the aggregate
principal amount of the outstanding loans made pursuant to the Transaction
Documents being in excess of any restrictions on the amounts which the Vyteris
Parties may borrow pursuant to the Transaction Documents (the "BORROWING BASE
ISSUE"). This Allonge, Amendment and Waiver shall serve as a continuing waiver
with respect to the Borrowing Base Issue, and the facts thereof.
3. The Transaction Documents are hereby amended as follows,
notwithstanding anything contained in any of the Transaction Do