CHEMBIO DIAGNOSTICS, INC.
Exhibit
10.3 Letter of Amendment
October
5, 2006
Crestview
Capital Master, LLC
00
Xxxxxx
Xxxxx, Xxxxx X
Northbrook,
IL 60062
Inverness
Medical Innovations, Inc.
00
Xxxxxx
Xxxx
Waltham,
MA 02453
Dear
Gentlemen and Ladies:
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.
As
contemplated in the Securities Purchase Agreement, the Company has
made
arrangements to sell additional shares of the Preferred Stock and Warrants
to
other investors with an aggregate Subscription Amount not in excess of the
$10,000,000 maximum set forth therein (which amount includes your investments
and conversions by certain holders of the Secured Debentures). As
you are aware, in order to attract additional investors, the Company
agreed to
lower the conversion price of the Preferred Stock from $.85 to $.80
and to issue
Warrants to purchase 62,500 shares of Common Stock to Midtown Partners
as part
of its fee for soliciting investors with an aggregate Subscription
Amount of
$1,000,000. The purpose of this letter agreement is to confirm our
understandings and agreements regarding the conversion price and other
matters
relating to your investment, as follows:
1. The
conversion price of the Preferred Stock issued to you will be changed to
$.80.
2. The
Company will file an Amended and Restated Certificate of Designation
with the
Nevada Secretary of State reflecting the new conversion price of
$.80.
3. The
Warrant exercise price of $1.00 per share will not be changed as a
result of the
change in the conversion price of the Preferred Stock or the issuance
of the
Warrants to Midtown Partners.
4. The
total
number of Warrants issued to each of you will be increased to
625,000.
5. The
62,500 shares underlying the Warrants issued to Midtown Partners will
be
included in the registration statement to be filed by the Company as
provided in
the Registration Rights Agreement.
6. The deadline
for the Company's filing of a Report on Form 8-K on October 5, 2006 as
provided in Section 4.6 of the Securities Purchase Agreement is
changed from 8:30 am to 5:00 pm.
This
letter constitutes an amendment to the Securities Purchase Agreement,
the
Registration Rights Agreement, and the Common Stock Purchase Warrant.
Except as
otherwise specifically modified herein, the terms and conditions of
the
Securities Purchase Agreement, the Registration Rights Agreement, and
the Common
Stock Purchase Warrant are unaffected and remain in full force and
effect.
If
you
agree to the terms of this letter, please so indicate by signing in
the space
designated below. We very much appreciate your investment in the
Company.
Very
truly yours,
Xxxxxxxx
X. Xxxxxxx
CEO
Agreed
to:
CRESTVIEW
CAPITAL MASTER, LLC Date:
By:
Name:
Title:
INVERNESS
MEDICAL INNOVATIONS, INC. Date:
By:
Name:
Title:
