CHEMBIO DIAGNOSTICS, INC.
EXHIBIT 99.11
CHEMBIO
DIAGNOSTICS, INC.
October 5, 2006
Crestview Capital Master, LLC
00 Xxxxxx Xxxxx, Xxxxx X
Xxxxxxxxxx, XX 00000
Inverness Medical Innovations, Inc.
00 Xxxxxx Xxxx
Xxxxxxx, XX 00000
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
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Agreed to:
CRESTVIEW CAPITAL MASTER, LLC
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Date:10/5/06 | |
By: Crestview Capital Partners, LLC
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Its: Sole Manager
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By: |
/s/ Xxxxxx
Xxxx
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Name: Xxxxxx Xxxx
Title: | Manager |
INVERNESS MEDICAL INNOVATIONS, INC
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Date: | |
By:
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Name:
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Title:
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