PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • April 7th, 2014 • American Bio Medica Corp • Pharmaceutical preparations • New York
This letter confirms our agreement (the “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 solicitation (the “Offering”) of current holders of ABMC 15% Subordinated convertible Debentures Due August 1, 2013 (the “Existing Debt”) to exchange the Existing Debt for two series of new convertible notes (the “New Notes”) described below. The New Notes consist of two series of new convertible notes, as follows: up to $400,000 of 15% notes due August 1, 2014 (the “Series 2013A Notes”), with a warrant attached to purchase one share of ABMC common stock for each $1.00 in principal amount of Existing Debt exchanged for the Series 2013A Notes (the “Warrants”); and up to $400,000 of 15% notes due February 1, 2014 (the “Series 2013B Notes”). Each series of New Notes will pay 15% simple interest quarterl
AGREEMENT TO AMEND AND EXTEND 15% CONVERTIBLE DEBENTURE DUE AUGUST 1, 2013Convertible Debenture Amendment • April 7th, 2014 • American Bio Medica Corp • Pharmaceutical preparations • New York
THIS AGREEMENT (the “Agreement”) to amend and extend an existing series A 15% Convertible Debenture due August 1, 2013 (principal amount of $___________) (the “Debenture”) is made as of September 11, 2013 between American Bio Medica Corporation, a corporation duly organized and existing under the laws of the State of New York (the “Company”), and ____________________________________, the registered holder (the “Holder”) of such Debenture. Defined terms not otherwise defined in this Agreement shall have the meanings ascribed in the Debenture. The Company and the Holder are sometimes referred to collectively in this Agreement as the “Parties” or singly as a “Party.”
