PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • July 31st, 2012 • American Bio Medica Corp • Pharmaceutical preparations • New York
This letter confirms our agreement that American Bio Medica Corporation, a New York corporation (“ABMC ” or the "Company”) has engaged Cantone Research, Inc. (“CRI” or the “Placement Agent”) to act as the Company’s exclusive Placement Agent in connection with the proposed amendment (the “Offering”) of the Company’s existing $750,000 10% Subordinated Convertible Debentures due August 1, 2012, Series A to 15% Subordinated Convertible Debentures due August 1, 2013, Series A (the “Debentures”, and, together with the Company’s common stock into which the Debentures are convertible, the “Securities”), pursuant to the Company’s private offering memorandum dated July 20, 2012 (the “Memorandum”). The terms of the Offering and the proposed uses of the gross proceeds of such Offering are summarized in Exhibit A to this Placement Agent Agreement (the “Agreement”). The Offering will be made solely to “accredited investors” (the “Accredited Investors”), as such term is defined in Rule 501(a) of Regu
BRIDGE LOAN AGREEMENTBridge Loan Agreement • July 31st, 2012 • American Bio Medica Corp • Pharmaceutical preparations • New Jersey
In reference to the pending offering for the extension of $750,000 in existing debt (the “Existing Debt”) of American Bio Medica Corporation, a New York corporation (“ABMC ” or the "Company”) for which the Company has engaged Cantone Research, Inc. (“CRI” or the “Placement Agent”) to act as the Company’s exclusive Placement Agent (the “Offering”), the purpose of this letter is to define the terms of a proposed bridge loan (the “Bridge Loan”) from Cantone Asset Management LLC (“CAM”) to cover any amounts of Existing Debt held by investors who do not wish to extend under the Offering (“Non-Consenting Holders”), and for working capital purposes, in the amount of $150,000. All terms used in this agreement (the “Agreement”) and not defined shall have the same meaning as in the placement agent agreement between the Company and CRI of even date (the “Placement Agreement”).
