April 30, 2007Letter Agreement • May 3rd, 2007 • Crestview Capital Master LLC • Services-prepackaged software
RECITALSRegistration Rights Agreement • April 9th, 2007 • Crestview Capital Master LLC • Industrial organic chemicals • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 21st, 2007 • Crestview Capital Master LLC • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of September 29, 2006, by and among Chembio Diagnostics, Inc., a Nevada corporation (the “Company”), and the purchasers identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
EXHIBIT 99.22 CONVERSION AGREEMENT AND AMENDMENT This Conversion Agreement and Amendment (the "Agreement") is made as of March 7, 2007, among North American Technologies Group, Inc., a Delaware corporation (the "Company"), and the holders of the 7%...Conversion Agreement • April 9th, 2007 • Crestview Capital Master LLC • Industrial organic chemicals
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 21st, 2007 • Crestview Capital Master LLC • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January 26, 2005, by and among Chembio Diagnostics, Inc., a Nevada corporation (the “Company”), and the purchasers identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 21st, 2007 • Crestview Capital Master LLC • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is made and entered into as of September 29, 2006, among Chembio Diagnostics, Inc., a Nevada corporation (the “Company”), and the purchasers signatory hereto (each such purchaser is a “Purchaser” and collectively, the “Purchasers”).
AMENDMENT, CONSENT AND WAIVER ----------------------------- Reference is made to: (i) that certain Intercreditor and Subordination Agreement, dated as of January 31, 2005, by and among the undersigned parties and the other signatories thereto (the...Intercreditor and Subordination Agreement • March 27th, 2007 • Crestview Capital Master LLC • Services-prepackaged software
COMMON STOCK PURCHASE WARRANT To Purchase Shares of Common Stock of CHEMBIO DIAGNOSTICS, INC.Security Agreement • December 21st, 2007 • Crestview Capital Master LLC • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the fifth anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Chembio Diagnostics, Inc., a Nevada corporation (the “Company”),up to ( ) shares (the “Warrant Shares”) of Common Stock, par value $0.01 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
COMMON STOCK PURCHASE WARRANT To Purchase Shares of Common Stock of CHEMBIO DIAGNOSTICS, INC.Security Agreement • December 21st, 2007 • Crestview Capital Master LLC • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the fifth anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Chembio Diagnostics, Inc., a Nevada corporation (the “Company”), up to shares (the “Warrant Shares”) of Common Stock, par value $0.01 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
EXHIBIT 99.1 AGREEMENT OF JOINT FILING Crestview Capital Master, LLC and Crestview Capital Partners, LLC agree that the Schedule 13D to which this Agreement is attached, and all future amendments to such Schedule 13D, shall be filed on behalf of each...Joint Filing Agreement • April 9th, 2007 • Crestview Capital Master LLC • Industrial organic chemicals
Crestview Capital Master, LLC and Crestview Capital Partners, LLC agree that the Schedule 13D to which this Agreement is attached, and all future amendments to such Schedule 13D, shall be filed on behalf of each of them. This Agreement is intended to satisfy the requirements of Rule 13d-l (k)(l) under the Securities Exchange Act of 1934, as amended. This agreement may be executed in any number of counterparts, each of which shall be deemed to be in original, but all of which together shall constitute one and the same instrument.
August 3, 2004 Avalanche Resources, Ltd. 8 Saddlewood Estates Houston, TX 77024 Attn: Kevin Maddox Re: North American Technologies Group, Inc. (the "Company") Gentlemen: This letter sets forth our understanding regarding the proposed sale of an...Share Purchase Agreement • September 16th, 2004 • Crestview Capital Master LLC • Industrial organic chemicals • Texas
April 30, 2007 VIA EMAIL AND MESSENGER Halo Technology Holdings, Inc. (the "Company") 151 Railroad Avenue Greenwich, CT 06890 Attn: Board of Directors Re: Breach of that certain letter agreement, dated April 17, 2007, between the Company and Crestview...Letter Agreement • April 30th, 2007 • Crestview Capital Master LLC • Services-prepackaged software
Re: Breach of that certain letter agreement, dated April 17, 2007, between the Company and Crestview Capital Partners, LLC (the "Letter Agreement") related to the acquisition of Empagio, Inc. -------------------------------------------------------------------------------
EXHIBIT 99.2 AGREEMENT OF JOINT FILING Crestview Capital Master, LLC, Midsummer Investment Ltd., Islandia, L.P. and Rooster L.P. agree that the Schedule 13D related to the Common Stock of North American Technologies Group, Inc. to which this Agreement...Joint Filing Agreement • September 16th, 2004 • Crestview Capital Master LLC • Industrial organic chemicals
Crestview Capital Master, LLC, Midsummer Investment Ltd., Islandia, L.P. and Rooster L.P. agree that the Schedule 13D related to the Common Stock of North American Technologies Group, Inc. to which this Agreement is attached, and all future amendments to such Schedule 13D, shall be filed on behalf of each of them. This Agreement is intended to satisfy the requirements of Rule 13d-l (k)(l) under the Securities Exchange Act of 1934, as amended. This agreement may be executed in any number of counterparts, each of which shall be deemed to be in original, but all of which together shall constitute one and the same instrument.
EXHIBIT 99.1 AGREEMENT OF JOINT FILING Crestview Capital Master, LLC, Crestview Capital Partners, LLC, Crestview Warrant Fund, L.P., Stewart Flink, Robert Hoyt, Steven Halpern and Richard Levy agree that Amendment No. 1 to the Schedule 13D related to...Joint Filing Agreement • November 24th, 2004 • Crestview Capital Master LLC • Bituminous coal & lignite mining
Crestview Capital Master, LLC, Crestview Capital Partners, LLC, Crestview Warrant Fund, L.P., Stewart Flink, Robert Hoyt, Steven Halpern and Richard Levy agree that Amendment No. 1 to the Schedule 13D related to the Common Stock of National Coal Corporation to which this Agreement is attached, and all future amendments to such Schedule 13D, shall be filed on behalf of each of them. This Agreement is intended to satisfy the requirements of Rule 13d-l (k)(l) under the Securities Exchange Act of 1934, as amended. This agreement may be executed in any number of counterparts, each of which shall be deemed to be in original, but all of which together shall constitute one and the same instrument.
AGREEMENT OF JOINT FILINGJoint Filing Agreement • March 23rd, 2006 • Crestview Capital Master LLC • Services-prepackaged software
Crestview Capital Master, LLC and Crestview Capital Partners, LLC agree that the schedule 13D to which this Agreement is attached, and all future amendments to such Schedule 13D, shall be filed on behalf of each of them. This Agreement is intended to satisfy the requirements of Rule 13d-l (k)(l) under the Securities Exchange Act of 1934, as amended. This agreement may be executed in any number of counterparts, each of which shall be deemed to be in original, but all of which together shall constitute one and the same instrument.
VOTING AGREEMENTVoting Agreement • October 29th, 2007 • Crestview Capital Master LLC • Bituminous coal & lignite surface mining • New York
This VOTING AGREEMENT, dated as of October 18, 2007 (this “Agreement”), is made by and among: (i) each of the persons and entities identified on Exhibit A attached hereto (the “Subject Stockholders”); and (ii) each of the persons and entities identified on Exhibit B attached hereto (the “Lenders”).
NATIONAL COAL CORP. SECURITIES CONVERSION AGREEMENTSecurities Conversion Agreement • October 29th, 2007 • Crestview Capital Master LLC • Bituminous coal & lignite surface mining • Tennessee
This Conversion Agreement (“Agreement”) is made and entered as of this 15th day of October 2007 (the “Effective Date”), by and between National Coal Corp., a Florida corporation (the “Company”), and the undersigned holder (“Series A Holder”) of outstanding shares of the Series A Cumulative Convertible Preferred Stock of the Company.
AGREEMENT OF JOINT FILINGJoint Filing Agreement • December 7th, 2007 • Crestview Capital Master LLC • Pharmaceutical preparations
Crestview Capital Master, LLC and Crestview Capital Partners, LLC agree that the Schedule 13D to which this Agreement is attached, and all future amendments to such Schedule 13D, shall be filed on behalf of each of them. This Agreement is intended to satisfy the requirements of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended. This agreement may be executed in any number of counterparts, each of which shall be deemed to be in original, but all of which together shall constitute one and the same instrument.
CHEMBIO DIAGNOSTICS, INC.Securities Purchase Agreement • December 21st, 2007 • Crestview Capital Master LLC • Pharmaceutical preparations
On September 29, 2006, each of you and Chembio Diagnostics, Inc. (the “Company”) entered into a Securities Purchase Agreement, Registration Rights Agreement and a Common Stock Purchase Warrant with your purchase of the Company’s Series C Convertible Preferred Stock (the “Preferred Stock”) and Warrants to purchase the Company’s Common Stock. The Company filed a Certificate of Designation with the Nevada Secretary of State regarding the Preferred Stock on that date.
ACKNOWLEDGEMENT AND CONFIRMATIONCommon Stock Purchase Agreement • December 21st, 2007 • Crestview Capital Master LLC • Pharmaceutical preparations • New York
WHEREAS, Crestview Capital Master, LLC (“Crestview”) has entered into a Common Stock Purchase Agreement (the “Agreement”) dated as of December 19, 2007 with Morten Meyerson (“Meyerson”), a copy of which is attached hereto as Exhibit A.
