ex4_17.htm


    
      

    

    
      

    

    Exhibit
      4.17

     

    NEITHER
      THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE
      BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES
      COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER
      THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY,
      MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
      STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM,
      OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
      SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS
      EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE
      SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE
      COMPANY.  THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF
      THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT
      OR OTHER LOAN SECURED BY SUCH SECURITIES.

     

    COMMON
      STOCK PURCHASE WARRANT

     

    To
      Purchase __________ Shares of Common Stock of

     

    CHEMBIO
      DIAGNOSTICS, INC.

     

    
      	
              Original
                Date of Issuance: _____________

            	
              Reissuance
                Date:  December 19, 2007

            
	
              Warrant
                No.: ____________

            	
              Expires:  _______________

            


    

    


     

    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 original date of issuance (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).

     

    Section
      1.                                Definitions.  Capitalized
      terms used and not otherwise defined herein shall have the meanings set forth
      in
      that certain Securities Purchase Agreement (the “Purchase Agreement”), dated
      October 5, 2006, among the Company and the purchasers signatory
      thereto.

     

    Section
      2.                               Exercise.

     

    (a)           Exercise
      of the purchase rights represented by this Warrant may be made, in whole or
      in
      part, at any time or times on or after the Initial Exercise Date and on or
      before the Termination Date by delivery to the Company of a duly executed
      facsimile copy of the Notice of Exercise Form annexed hereto (or such other
      office or agency of the Company as it may designate by notice in writing to
      the
      registered Holder at the address of such Holder appearing on the books of the
      Company); and, within 3 Trading Days of the date said Notice of Exercise is
      delivered to the Company, the Company shall have received payment of the
      aggregate Exercise Price of the shares thereby purchased by wire transfer or
      cashier’s check drawn on a United States bank.  Notwithstanding
      anything herein to the contrary, the Holder shall not be required to physically
      surrender this Warrant to the Company until the Holder has purchased all of
      the
      Warrant Shares available hereunder and the Warrant has been exercised in full,
      in which case, the Holder shall surrender this Warrant to the Company for
      cancellation within 3 Trading Days of the date the final Notice of Exercise
      is
      delivered to the Company.  Partial exercises of this Warrant resulting
      in purchases of a portion of the total number of Warrant Shares available
      hereunder shall have the effect of lowering the outstanding number of Warrant
      Shares purchasable hereunder in an amount equal to the applicable number of
      Warrant Shares purchased.  The Holder and the Company shall maintain
      records showing the number of Warrant Shares purchased and the date of such
      purchases.  The Company shall deliver any objection to any Notice of
      Exercise Form within 1 Business Day of receipt of such notice.  In the
      event of any dispute or discrepancy, the records of the Holder shall be
      controlling and determinative in the absence of manifest error.  The
      Holder and any assignee, by acceptance of this Warrant, acknowledge and agree
      that, by reason of the provisions of this paragraph, following the purchase
      of a
      portion of the Warrant Shares hereunder, the number of Warrant Shares available
      for purchase hereunder at any given time may be less than the amount stated
      on
      the face hereof.

     

    (b)           Exercise
      Price.  The exercise price of the Common Stock under this Warrant
      shall be as follows, subject to adjustment hereunder (the “Exercise
      Price”):

     

    
      	
               

            	
              (i)

            	
              For
                the period 4:01p.m. eastern time ET through 9:59p.m. ET on the Plan
                Closing Date, $0.40 per share for all or any portion of this Warrant
                exercised for cash;

            


    

     

    
      	
               

            	
              (ii)

            	
              For
                the period 4:01p.m. ET through 9:59p.m. ET on the Plan Closing Date,
                $0.45
                per share for all or any portion of this Warrant exercised through
                a
                Cashless Exercise;

            


    

     

    
      	
               

            	
              (iii)

            	
              For
                the period beginning 10:00p.m. ET on the Plan Closing Date through
                9:59p.m. ET on the Final Plan Date, $0.45 for all or any part of
                this
                Warrant exercised by a Holder who exercised at least 10% of all of
                such
                Holder’s warrants and options for cash at the Plan Closing
                Date;

            


    

     

    
      	
               

            	
              (iv)

            	
              For
                the period beginning 10:00p.m. ET on the Plan Closing Date, $1.00
                per
                share for any Holder that did not exercise at least 10% of all of
                such
                Holder’s warrants and options for cash at an exercise price of $0.40 per
                share at the Plan Closing Date; and

            


    

     

    
      	
               

            	
              (v)

            	
              For
                the period beginning 10:00p.m. ET on the Final Plan Date, $1.00 per
                share
                for all or any portion of this Warrant that has not been exercised
                on or
                before 9:59p.m. ET on the Final Plan
                Date.

            


    

     

     (c)           Cashless
      Exercise.

     

    (i)           At
      the option of the Holder, this Warrant may be exercised by means of a “cashless
      exercise” (a “Cashless Exercise”) in which the Holder shall be entitled
      to receive a certificate for the number of Warrant Shares equal to the quotient
      obtained by dividing [(A-B) (X)] by (A), where:

     

    (A)
      = the
      VWAP for the ten-Trading Day period that ends on the first Trading Day
      immediately preceding the date of such election;

     

    (B)
      = the
      applicable Exercise Price of this Warrant in effect on the date of exercise,
      as
      adjusted; and

     

    (X)
      = the
      number of Warrant Shares issuable upon exercise of this Warrant in accordance
      with the terms of this Warrant by means of a cash exercise rather than a
      cashless exercise.

     

    (ii)           Notwithstanding
      anything herein to the contrary, for any Notice of Exercise Form dated on the
      Plan Closing Date received from a Holder who exercises its warrants on cashless
      basis at $0.45 per share before 10:00p.m. ET on the Plan Closing Date, the
      value
      of (A) in the equation set forth in Section 2(c)(i) above shall be equal to
      the
      greater of $0.53 or the VWAP for the ten-Trading Day period that ends on the
      second Trading Day prior to the date of the Notice of Exercise
      Form.

     

    (iii)           Notwithstanding
      anything herein to the contrary, for any Notice of Exercise Form dated between
      and inclusive of the Plan Closing Date and the Final Plan Date received from
      a
      Holder who exercises at least 10% of all of such Holder's warrants and options
      for cash before 10:00p.m. ET on the Plan Closing Date the value of (A) in the
      equation set forth in Section 2(c)(i) above shall be equal to the greater of
      $0.53 or the VWAP for the ten-Trading Day period that ends on the second Trading
      Day prior to the date of the Notice of Exercise Form.  Any Exercise Form
      dated on the Final Plan Date must be received by the Company within five Trading
      Days of the Final Plan Date to be effective.

     

    (iv)           Notwithstanding
      anything herein to the contrary, a Holder who does not exercise (i) at least
      10%
      of all of such Holder's warrants and options issued by the Company for cash
      at
      an exercise price of $0.40 per share before 10:00p.m. ET on the Plan Closing
      Date, or (ii) its warrants on cashless basis at $0.45 per share by 10:00p.m.
      ET
      on the Plan Closing Date, shall not be permitted to exercise its Warrants on
      a
      cashless basis pursuant to Section 2(c)(i) above until April 1,
      2008.

     

    (d)           The
      Company shall not effect any exercise of this Warrant, and a Holder shall not
      have the right to exercise any portion of this Warrant, pursuant to Section
      2(c)
      or otherwise, to the extent that after giving effect to such issuance after
      exercise as set forth on the applicable Notice of Exercise, such Holder
      (together with such Holder’s Affiliates, and any other person or entity acting
      as a group together with such Holder or any of such Holder’s Affiliates), as set
      forth on the applicable Notice of Exercise, would beneficially own in excess
      of
      the Beneficial Ownership Limitation (as defined below).  For purposes
      of the foregoing sentence, the number of shares of Common Stock beneficially
      owned by such Holder and its Affiliates shall include the number of shares
      of
      Common Stock issuable upon exercise of this Warrant with respect to which such
      determination is being made, but shall exclude the number of shares of Common
      Stock which would be issuable upon (A) exercise of the remaining, nonexercised
      portion of this Warrant beneficially owned by such Holder or any of its
      Affiliates and (B) exercise or conversion of the unexercised or nonconverted
      portion of any other securities of the Company (including, without limitation,
      any other [Preferred Stock or Warrants) subject to a limitation on conversion
      or
      exercise analogous to the limitation contained herein beneficially owned by
      such
      Holder or any of its affiliates.  Except as set forth in the preceding
      sentence, for purposes of this Section 2(d)(i), beneficial ownership shall
      be
      calculated in accordance with Section 13(d) of the Exchange Act and the rules
      and regulations promulgated thereunder, it being acknowledged by a Holder that
      the Company is not representing to such Holder that such calculation is in
      compliance with Section 13(d) of the Exchange Act and such Holder is solely
      responsible for any schedules required to be filed in accordance
      therewith.  To the extent that the limitation contained in this
      Section 2(d) applies, the determination of whether this Warrant is exercisable
      (in relation to other securities owned by such Holder together with any
      Affiliates) and of which a portion of this Warrant is exercisable shall be
      in
      the sole discretion of a Holder, and the submission of a Notice of Exercise
      shall be deemed to be each Holder’s determination of whether this Warrant is
      exercisable (in relation to other securities owned by such Holder together
      with
      any Affiliates) and of which portion of this Warrant is exercisable, in each
      case subject to such aggregate percentage limitation, and the Company shall
      have
      no obligation to verify or confirm the accuracy of such
      determination.  In addition, a determination as to any group status as
      contemplated above shall be determined in accordance with Section 13(d) of
      the
      Exchange Act and the rules and regulations promulgated
      thereunder.  For purposes of this Section 2(d), in determining the
      number of outstanding shares of Common Stock, a Holder may rely on the number
      of
      outstanding shares of Common Stock as reflected in (x) the Company’s most recent
      Form 10-QSB or Form 10-KSB, as the case may be, (y) a more recent public
      announcement by the Company or (z) any other notice by the Company or the
      Company’s Transfer Agent setting forth the number of shares of Common Stock
      outstanding.  Upon the written or oral request of a Holder, the
      Company shall within two Trading Days confirm orally and in writing to such
      Holder the number of shares of Common Stock then outstanding.  In any
      case, the number of outstanding shares of Common Stock shall be determined
      after
      giving effect to the conversion or exercise of securities of the Company,
      including this Warrant, by such Holder or its Affiliates since the date as
      of
      which such number of outstanding shares of Common Stock was
      reported.  The “Beneficial Ownership Limitation” shall be 4.99%
      of the number of shares of the Common Stock outstanding immediately after giving
      effect to the issuance of shares of Common Stock issuable upon exercise of
      this
      Warrant.  The Beneficial Ownership Limitation provisions of this
      Section 2(d)(i) may be waived by such Holder, at the election of such Holder,
      upon not less than 61 days’ prior notice to the Company to change the Beneficial
      Ownership Limitation to 9.99% of the number of shares of the Common Stock
      outstanding immediately after giving effect to the issuance of shares of Common
      Stock upon exercise of this Warrant, and the provisions of this Section 2(d)
      shall continue to apply.  Upon such a change by a Holder of the
      Beneficial Ownership Limitation from such 4.99% limitation to such 9.99%
      limitation, the Beneficial Ownership Limitation may not be further waived by
      such Holder.  The provisions of this paragraph shall be construed and
      implemented in a manner otherwise than in strict conformity with the terms
      of
      this Section 2(d)(i) to correct this paragraph (or any portion hereof) which
      may
      be defective or inconsistent with the intended Beneficial Ownership Limitation
      herein contained or to make changes or supplements necessary or desirable to
      properly give effect to such limitation.  The limitations contained in
      this paragraph shall apply to a successor holder of this
      Warrant.  Notwithstanding anything set forth in this Section 2(d), the
      4.99% and 9.99% beneficial ownership limitations imposed by this Section 2(d)
      shall not apply to Common Stock issuable upon the exercise of Warrants in
      connection with the Plan.

     

    (e)           Mechanics
      of Exercise.

     

    (i)           Authorization
      of Warrant Shares.  The Company covenants that all Warrant Shares
      which may be issued upon the exercise of the purchase rights represented by
      this
      Warrant will, upon exercise of the purchase rights represented by this Warrant,
      be duly authorized, validly issued, fully paid and nonassessable and free from
      all taxes, liens and charges in respect of the issue thereof (other than taxes
      in respect of any transfer occurring contemporaneously with such
      issue).

     

    (ii)                      Delivery
      of Certificates Upon Exercise.  Certificates for shares purchased
      hereunder shall be transmitted by the transfer agent of the Company to the
      Holder by crediting the account of the Holder’s prime broker with the Depository
      Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”)
      system if the Company is a participant in such system, and otherwise by physical
      delivery to the address specified by the Holder in the Notice of Exercise within
      3 Trading Days from the delivery to the Company of the Notice of Exercise Form,
      surrender of this Warrant and payment of the aggregate Exercise Price as set
      forth above (“Warrant Share Delivery Date”).  This Warrant
      shall be deemed to have been exercised on the date the Exercise Price is
      received by the Company.  The Warrant Shares shall be deemed to have
      been issued, and Holder or any other person so designated to be named therein
      shall be deemed to have become a holder of record of such shares for all
      purposes, as of the date the Warrant has been exercised by payment to the
      Company of the Exercise Price (or by cashless exercise, if permitted) and all
      taxes required to be paid by the Holder, if any, pursuant to Section 2( e)(
      vii)
      prior to the issuance of such shares, have been paid.

     

    (iii)                      Delivery
      of New Warrants Upon Exercise.  If this Warrant shall have been
      exercised in part, the Company shall, at the time of delivery of the certificate
      or certificates representing Warrant Shares, deliver to Holder a new Warrant
      evidencing the rights of Holder to purchase the unpurchased Warrant Shares
      called for by this Warrant, which new Warrant shall in all other respects be
      identical with this Warrant.

     

    (iv)                      Rescission
      Rights.  If the Company fails to cause its transfer agent to
      transmit to the Holder a certificate or certificates representing the Warrant
      Shares pursuant to this Section 2(e)(iv) by the Warrant Share Delivery Date,
      then the Holder will have the right to rescind such exercise.

     

    (v)           Compensation
      for Buy-In on Failure to Timely Deliver Certificates Upon
      Exercise.  In addition to any other rights available to the
      Holder, if the Company fails to cause its transfer agent to transmit to the
      Holder a certificate or certificates representing the Warrant Shares pursuant
      to
      an exercise on or before the Warrant Share Delivery Date, and if after such
      date
      the Holder is required by its broker to purchase (in an open market transaction
      or otherwise) or the Holder’s brokerage firm otherwise purchases shares of
      Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant
      Shares which the Holder anticipated receiving upon such exercise (a
“Buy-In”), then the Company shall (1) pay in cash to the Holder the
      amount by which (x) the Holder’s total purchase price (including brokerage
      commissions, if any) for the shares of Common Stock so purchased exceeds (y)
      the
      amount obtained by multiplying (A) the number of Warrant Shares that the Company
      was required to deliver to the Holder in connection with the exercise at issue
      times (B) the price at which the sell order giving rise to such purchase
      obligation was executed, and (2) at the option of the Holder, either reinstate
      the portion of the Warrant and equivalent number of Warrant Shares for which
      such exercise was not honored or deliver to the Holder the number of shares
      of
      Common Stock that would have been issued had the Company timely complied with
      its exercise and delivery obligations hereunder.  For example, if the
      Holder purchases Common Stock having a total purchase price of $11,000 to cover
      a Buy-In with respect to an attempted exercise of shares of Common Stock with
      an
      aggregate sale price giving rise to such purchase obligation of $10,000, under
      clause (1) of the immediately preceding sentence the Company shall be required
      to pay the Holder $1,000.  The Holder shall provide the Company
      written notice indicating the amounts payable to the Holder in respect of the
      Buy-In, together with applicable confirmations and other evidence reasonably
      requested by the Company.  Nothing herein shall limit a Holder’s right
      to pursue any other remedies available to it hereunder, at law or in equity
      including, without limitation, a decree of specific performance and/or
      injunctive relief with respect to the Company’s failure to timely deliver
      certificates representing shares of Common Stock upon exercise of the Warrant
      as
      required pursuant to the terms hereof.

     

    (vi)                      No
      Fractional Shares or Scrip.  No fractional shares or scrip
      representing fractional shares shall be issued upon the exercise of this
      Warrant.  As to any fraction of a share which Holder would otherwise
      be entitled to purchase upon such exercise, the Company shall pay a cash
      adjustment in respect of such final fraction in an amount equal to such fraction
      multiplied by the Exercise Price.

     

    (vii)                      Charges,
      Taxes and Expenses.  Issuance of certificates for Warrant Shares
      shall be made without charge to the Holder for any issue or transfer tax or
      other incidental expense in respect of the issuance of such certificate, all
      of
      which taxes and expenses shall be paid by the Company, and such certificates
      shall be issued in the name of the Holder or in such name or names as may be
      directed by the Holder; provided, however, that in the event
      certificates for Warrant Shares are to be issued in a name other than the name
      of the Holder, this Warrant when surrendered for exercise shall be accompanied
      by the Assignment Form attached hereto duly executed by the Holder; and the
      Company may require, as a condition thereto, the payment of a sum sufficient
      to
      reimburse it for any transfer tax incidental thereto.

     

    (viii)                      Closing
      of Books.  The Company will not close its stockholder books or
      records in any manner which prevents the timely exercise of this Warrant,
      pursuant to the terms hereof.

     

    (f)           For
      purposes of this warrant, the term “Plan” shall mean any action the
      Company takes, with any required approval of the holders thereof, on or before
      the Final Plan Date as contemplated by the Plan Summary and accompanying
      materials provided to holders on December 4, 2007, in connection with the
      reduction or other modification of terms of the Company's then-outstanding
      preferred stock, warrants and options, including, but not limited to, actions
      the Company takes to (i) facilitate the conversion of the Series A, B and C
      Convertible Preferred Stock; (ii) reduce the exercise price of any of the
      Company's outstanding warrants or options; (iii) offer the holders of the
      Company's warrants and options the opportunity to exercise such warrants and
      options on a cash and/or cashless basis; and (iv) make other amendments to
      the
      documents governing these securities to effect these modifications, and to
      facilitate the conversion and exercise of these securities.

     

    (g)           “Plan
      Closing Date” shall be December 19, 2007.

     

    (h)           “Final
      Plan Date” shall mean the date that is six months and twelve days after the
      Plan Closing Date.

     

    Section
      3.                                Certain
      Adjustments.

     

    (a)           Stock
      Dividends and Splits.  If the Company, at any time while this
      Warrant is outstanding:  (A) pays a stock dividend or otherwise make a
      distribution or distributions on shares of· its Common Stock or any other equity
      or equity equivalent securities payable in shares of Common Stock (which, for
      avoidance of doubt, shall not include any shares of Common Stock issued by
      the
      Company upon exercise of this Warrant, the Company’s Series A Convertible
      Preferred Stock, the Company’s Series B 9% Convertible Preferred Stock or the
      Company’s Series C 7% Convertible Preferred Stock), (B) subdivides
      outstanding shares of Common Stock into a larger number of shares, (C) combines
      (including by way of reverse stock split) outstanding shares of Common Stock
      into a smaller number of shares, or (D) issues by reclassification of shares
      of
      the Common Stock any shares of capital stock of the Company, then in each case
      the Exercise Price shall be multiplied by a fraction of which the numerator
      shall be the number of shares of Common Stock (excluding treasury shares, if
      any) outstanding immediately before such event and of which the denominator
      shall be the number of shares of Common Stock outstanding immediately after
      such
      event and the number of shares issuable upon exercise of this Warrant shall
      be
      proportionately adjusted.  Any adjustment made pursuant to this
      Section 3(a) shall become effective immediately after the record date for the
      determination of stockholders entitled to receive such dividend or distribution
      and shall become effective immediately after the effective date in the case
      of a
      subdivision, combination or re-classification.

     

    (b)           Subsequent
      Equity Sales.  If the Company or any Subsidiary thereof, as
      applicable, at any time while this Warrant is outstanding, shall offer, sell,
      grant any option to purchase or offer, sell or grant any right to reprice its
      securities, or otherwise dispose of or issue (or announce any offer, sale,
      grant
      or any option to purchase or other disposition) any Common Stock or Common
      Stock
      Equivalents entitling any Person to acquire shares of Common Stock, at an
      effective price per share less than the then Exercise Price (such lower price,
      the “Base Share Price” and such issuances collectively, a “Dilutive
      Issuance”), as adjusted hereunder (if the holder of the Common Stock or
      Common Stock Equivalents so issued shall at any time, whether by operation
      of
      purchase price adjustments, reset provisions, floating conversion, exercise
      or
      exchange prices or otherwise, or due to warrants, options or rights per share
      which are issued in connection with such issuance, be entitled to receive shares
      of Common Stock at an effective price per share which is less than the Exercise
      Price, such issuance shall be deemed to have occurred for less than the Exercise
      Price on such date of the Dilutive Issuance), then, the Exercise Price shall
      be
      reduced to equal the Base Share Price and the number of Warrant Shares issuable
      hereunder shall be increased such that the aggregate Exercise Price payable
      hereunder, after taking into account the decrease in the Exercise Price, shall
      be equal to the aggregate Exercise Price prior to such
      adjustment.  Such adjustment shall be made whenever such Common Stock
      or Common Stock Equivalents are issued.  The Company shall notify the
      Holder in writing, no later than the Trading Day following the issuance of
      any
      Common Stock or Common Stock Equivalents subject to this section, indicating
      therein the applicable issuance price, or of applicable reset price, exchange
      price, conversion price and other pricing terms (such notice the “Dilutive
      Issuance Notice”).  For purposes of clarification, whether or not
      the Company provides a Dilutive Issuance Notice pursuant to this Section 3(b),
      upon the occurrence of any Dilutive Issuance, after the date of such Dilutive
      Issuance the Holder is entitled to receive a number of Warrant Shares based
      upon
      the Base Share Price regardless of whether the Holder accurately refers to
      the
      Base Share Price in the Notice of Exercise.

     

    (c)           Pro
      Rata Distributions.  If the Company, at any time prior to the
      Termination Date, shall distribute to all holders of Common Stock (and not
      to
      Holders of the Warrants) evidences of its indebtedness or assets or rights
      or
      warrants to subscribe for or purchase any security other than the Common Stock
      (which shall be subject to Section 3(b)), then in each such case the Exercise
      Price shall be adjusted by multiplying the Exercise Price in effect immediately
      prior to the record date fixed for determination of stockholders entitled to
      receive such distribution by a fraction of which the denominator shall be the
      VWAP determined as of the record date mentioned above, and of which the
      numerator shall be such VWAP on such record date less the then per share fair
      market value at such record date of the portion of such assets or evidence
      of
      indebtedness so distributed applicable to one outstanding share of the Common
      Stock as determined by the Board of Directors in good faith.  In
      either case the adjustments shall be described in a statement provided to the
      Holders of the portion of assets or evidences of indebtedness so distributed
      or
      such subscription rights applicable to one share of Common
      Stock.  Such adjustment shall be made whenever any such distribution
      is made and shall become effective immediately after the record date mentioned
      above.

     

    (d)           Fundamental
      Transaction.  If, at any time while this Warrant is outstanding,
      (A) the Company effects any merger or consolidation of the Company with or
      into
      another Person, (B) the Company effects any sale of all or substantially all
      of
      its assets in one or a series of related transactions, (C) any tender offer
      or
      exchange offer (whether by the Company or another Person) is completed pursuant
      to which holders of Common Stock are permitted to tender or exchange their
      shares for other securities, cash or property, or (D) the Company effects any
      reclassification of the Common Stock or any compulsory share exchange pursuant
      to which the Common Stock is effectively converted into or exchanged for other
      securities, cash or property (in any such case, a “Fundamental
      Transaction”), then, upon any subsequent exercise of this Warrant, the
      Holder shall have the right to receive, for each Warrant Share that would have
      been issuable upon such exercise immediately prior to the occurrence of such
      Fundamental Transaction, at the option of the Holder, (a) upon exercise of
      this
      Warrant, the number of shares of Common Stock of the successor or acquiring
      corporation or of the Company, if it is the surviving corporation and any
      additional consideration, and Alternate Consideration receivable upon or as
      a
      result of such reorganization, reclassification, merger, consolidation or
      disposition of assets by a Holder of the number of shares of Common Stock for
      which this Warrant is exercisable immediately prior to such event or (b) if
      the
      Company is acquired in an all cash transaction, cash equal to the value of
      this
      Warrant as determined in accordance with the Black-Scholes option pricing
      formula (the “Alternate Consideration”).  For purposes of any
      such exercise, the determination of the Exercise Price shall be appropriately
      adjusted to apply to such Alternate Consideration based on the amount of
      Alternate Consideration issuable in respect of one share of Common Stock in
      such
      Fundamental Transaction, and the Company shall apportion the Exercise Price
      among the Alternate Consideration in a reasonable manner reflecting the relative
      value of any different components of the Alternate Consideration.  If
      holders of Common Stock are given any choice as to the securities, cash or
      property to be received in a Fundamental Transaction, then the Holder shall
      be
      given the same choice as to the Alternate Consideration it receives upon any
      exercise of this Warrant following such Fundamental Transaction.  To
      the extent necessary to effectuate the foregoing provisions, any successor
      to
      the Company or surviving entity in such Fundamental Transaction shall issue
      to
      the Holder a new warrant consistent with the foregoing provisions and evidencing
      the Holder’s right to exercise such warrant into Alternate
      Consideration.  The terms of any agreement pursuant to which a
      Fundamental Transaction is effected shall include terms requiring any such
      successor or surviving entity to comply with the provisions of this Section
      3(d)
      and insuring that this Warrant (or any such replacement security) will be
      similarly adjusted upon any subsequent transaction analogous to a Fundamental
      Transaction.

     

    (e)           Exempt
      Issuance.  Notwithstanding the foregoing, no adjustments,
      Alternate Consideration nor notices shall be made, paid or issued under this
      Section 3 in respect of an Exempt Issuance, or in respect of any issuance of
      Common Stock or Common Stock Equivalents upon conversion of the preferred stock
      or the exercise of warrants and/or options in connection with the
      Plan.

     

    (f)           Calculations.  All
      calculations under this Section 3 shall be made to the nearest cent or the
      nearest 1/100th of a share,
      as the case may be.  The number of shares of Common Stock outstanding
      at any given time shall not include shares of Common Stock owned or held by
      or
      for the account of the Company, and the description of any such shares of Common
      Stock shall be considered on issue or sale of Common Stock.  For
      purposes of this Section 3, the number of shares of Common Stock deemed to
      be
      issued and outstanding as of a given date shall be the sum of the number of
      shares of Common Stock (excluding treasury shares, if any) issued and
      outstanding.

     

    (g)           Voluntary
      Adjustment By Company.  The Company may at any time
      during the term of this Warrant reduce the then current Exercise Price to any
      amount and for any period of time deemed appropriate by the Board of Directors
      of the Company.

     

    (h)           Notice
      to Holders.

     

    (i)           Adjustment
      to Exercise Price.  Whenever the Exercise Price is adjusted
      pursuant to this Section 3, the Company shall promptly mail to each Holder
      a
      notice setting forth the Exercise Price after such adjustment and setting forth
      a brief statement of the facts requiring such adjustment.  If the
      Company issues a variable rate security, despite the prohibition thereon in
      the
      Purchase Agreement, the Company shall be deemed to have issued Common Stock
      or
      Common Stock Equivalents at the lowest possible conversion or exercise price
      at
      which such securities may be converted or exercised in the case of a Variable
      Rate Transaction (as defined in the Purchase Agreement), or the lowest possible
      adjustment price in the case of an MFN Transaction (as defined in the Purchase
      Agreement.

     

    (ii)           Notice
      to Allow Exercise by Holder.  If (A) the Company shall declare a
      dividend (or any other distribution) on the Common Stock; (B) the Company shall
      declare a special nonrecurring cash dividend on or a redemption of the Common
      Stock; (C) the Company shall authorize the granting to all holders of the Common
      Stock rights or warrants to subscribe for or purchase any shares of capital
      stock of any class or of any rights; (D) the approval of any stockholders of
      the
      Company shall be required in connection with any reclassification of the Common
      Stock, any consolidation or merger to which the Company is a party, any sale
      or
      transfer of all or substantially all of the assets of the Company, of any
      compulsory share exchange whereby the Common Stock is converted into other
      securities, cash or property; (E) the Company shall authorize the voluntary
      or
      involuntary dissolution, liquidation or winding up of the affairs of the
      Company; then, in each case, the Company shall cause to be mailed to the Holder
      at its last address as it shall appear upon the Warrant Register of the Company,
      at least 20 calendar days prior to the applicable record or effective date
      hereinafter specified, a notice stating (x) the date on which a record is to
      be
      taken for the purpose of such dividend, distribution, redemption, rights or
      warrants, or if a record is not to be taken, the date as of which the holders
      of
      the Common Stock of record to be entitled to such dividend, distributions,
      redemption, rights or warrants are to be determined or (y) the date on which
      such reclassification, consolidation, merger, sale, transfer or share exchange
      is expected to become effective or close, and the date as of which it is
      expected that holders of the Common Stock of record shall be entitled to
      exchange their shares of the Common Stock for securities, cash or other property
      deliverable upon such reclassification, consolidation, merger, sale, transfer
      or
      share exchange; provided, that the failure to mail such notice or any
      defect therein or in the mailing thereof shall not affect the validity of the
      corporate action required to be specified in such notice.  The Holder
      is entitled to exercise this Warrant during the 20-day period commencing on
      the
      date of such notice to the effective date of the event triggering such
      notice.

     

    Section
      4.                                Transfer
      of Warrant.

     

    (a)           Transferability.  Subject
      to compliance with any applicable securities laws and the conditions set forth
      in Sections 5(a) and 4(d) hereof and to the provisions of Section 4.1 of the
      Purchase Agreement, this Warrant and all rights hereunder are transferable,
      in
      whole or in part, upon surrender of this Warrant at the principal office of
      the
      Company, together with a written assignment of this Warrant substantially in
      the
      form attached hereto duly executed by the Holder or its agent or attorney and
      funds sufficient to pay any transfer taxes payable upon the making of such
      transfer.  Upon such surrender and, if required, such payment, the
      Company shall execute and deliver a new Warrant or Warrants in the name of
      the
      assignee or assignees and in the denomination or denominations specified in
      such
      instrument of assignment, and shall issue to the assignor a new Warrant
      evidencing the portion of this Warrant not so assigned, and this Warrant shall
      promptly be cancelled.  A Warrant, if properly assigned, may be
      exercised by a new holder for the purchase of Warrant Shares without having
      a
      new Warrant issued.

     

    (b)           New
      Warrants.  This Warrant may be divided or combined with other
      Warrants upon presentation hereof at the aforesaid office of the Company,
      together with a written notice specifying the names and denominations in which
      new Warrants are to be issued, signed by the Holder or its agent or
      attorney.  Subject to compliance with Section 4(a), as to any transfer
      which may be involved in such division or combination, the Company shall execute
      and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants
      to
      be divided or combined in accordance with such notice.

     

    (c)           Warrant
      Register.  The Company shall register this Warrant, upon records
      to be maintained by the Company for that purpose (the “Warrant
      Register”), in the name of the record Holder hereof from time to
      time.  The Company may deem and treat the registered Holder of this
      Warrant as the absolute owner hereof for the purpose of any exercise hereof or
      any distribution to the Holder, and for all other purposes, absent actual notice
      to the contrary.

     

    (d)           Transfer
      Restrictions.  If, at the time of the surrender of this Warrant in
      connection with any transfer of this Warrant, the transfer of this Warrant
      shall
      not be registered pursuant to an effective registration statement under the
      Securities Act and under applicable state securities or blue sky laws, the
      Company may require, as a condition of allowing such transfer (i) that the
      Holder or transferee of this Warrant, as the case may be, furnish to the Company
      a written opinion of counsel (which opinion shall be in form, substance and
      scope customary for opinions of counsel in comparable transactions) to the
      effect that such transfer may be made without registration under the Securities
      Act and under applicable state securities or blue sky laws, (ii) that the holder
      or transferee execute and deliver to the Company an investment letter in form
      and substance acceptable to the Company and (iii) that the transferee be an
      “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), or
      (a)(8) promulgated under the Securities Act or a qualified institutional buyer
      as defined in Rule 144A(a) promulgated under the Securities Act.

     

    Section
      5.                                Miscellaneous.

     

    (a)           Title
      to Warrant.  Prior to the Termination Date and subject to
      compliance with applicable laws and Section 4 of this Warrant, this Warrant
      and
      all rights hereunder are transferable, in whole or in part, at the office or
      agency of the Company by the Holder in person or by duly authorized attorney,
      upon surrender of this Warrant together with the Assignment Form annexed hereto
      properly endorsed.  The transferee shall sign an investment letter in
      form and substance reasonably satisfactory to the Company.

     

    (b)           No
      Rights as Shareholder Until Exercise.  This Warrant does not
      entitle the Holder to any voting rights or other rights as a shareholder of
      the
      Company prior to the exercise hereof.  Upon the surrender of this
      Warrant and the payment of the aggregate Exercise Price (or by means of a
      cashless exercise), the Warrant Shares so purchased shall be and be deemed
      to be
      issued to such Holder as the record owner of such shares as of the close of
      business on the later of the date of such surrender or payment.

     

    (c)           Loss,
      Theft, Destruction or Mutilation of Warrant.  The Company
      covenants that upon receipt by the Company of evidence reasonably satisfactory
      to it of the loss, theft, destruction or mutilation of this Warrant or any
      stock
      certificate relating to the Warrant Shares, and in case of loss, theft or
      destruction, of indemnity or security reasonably satisfactory to it (which,
      in
      the case of the Warrant, shall not include the posting of any bond), and upon
      surrender and cancellation of such Warrant or stock certificate, if mutilated,
      the Company will make and deliver a new Warrant or stock certificate of like
      tenor and dated as of such cancellation, in lieu of such Warrant or stock
      certificate.

     

    (d)           Saturdays,
      Sundays, Holidays, etc.  If the last or appointed day for the
      taking of any action or the expiration of any right required or granted herein
      shall be a Saturday, Sunday or a legal holiday, then such action may be taken
      or
      such right may be exercised on the next succeeding day not a Saturday, Sunday
      or
      legal holiday.

     

    (e)           Authorized
      Shares.  The Company covenants that during the period the Warrant
      is outstanding, it will reserve from its authorized and unissued Common Stock
      a
      sufficient number of shares to provide for the issuance of the Warrant Shares
      upon the exercise of any purchase rights under this Warrant.  The
      Company further covenants that its issuance of this Warrant shall constitute
      full authority to its officers who are charged with the duty of executing stock
      certificates to execute and issue the necessary certificates for the Warrant
      Shares upon the exercise of the purchase rights under this
      Warrant.  The Company will take all such reasonable action as may be
      necessary to assure that such Warrant Shares may be issued as provided herein
      without violation of any applicable law or regulation, or of any requirements
      of
      the Trading Market upon which the Common Stock may be listed.

     

    Except
      and to the extent as waived or consented to by the Holder, the Company shall
      not
      by any action, including, without limitation, amending its certificate of
      incorporation or through any reorganization, transfer of assets, consolidation,
      merger, dissolution, issue or sale of securities or any other voluntary action,
      avoid or seek to avoid the observance or performance of any of the terms of
      this
      Warrant, but will at all times in good faith assist in the carrying out of
      all
      such terms and in the taking of all such actions as may be necessary or
      appropriate to protect the rights of Holder as set forth in this Warrant against
      impairment.  Without limiting the generality of the foregoing, the
      Company will (a) not increase the par value of any Warrant Shares above the
      amount payable therefor upon such exercise immediately prior to such increase
      in
      par value, (b) take all such action as may be necessary or appropriate in order
      that the Company may validly and legally issue fully paid and nonassessable
      Warrant Shares upon the exercise of this Warrant, and (c) use commercially
      reasonable efforts to obtain all such authorizations, exemptions or consents
      from any public regulatory body having jurisdiction thereof as may be necessary
      to enable the Company to perform its obligations under this
      Warrant.

     

    Before
      taking any action which would result in an adjustment in the number of Warrant
      Shares for which this Warrant is exercisable or in the Exercise Price, the
      Company shall obtain all such authorizations or exemptions thereof, or consents
      thereto, as may be necessary from any public regulatory body or bodies having
      jurisdiction thereof.

     

    (f)           Jurisdiction.  All
      questions concerning the construction, validity, enforcement and interpretation
      of this Warrant shall be determined in accordance with the provisions of the
      Purchase Agreement.

     

    (g)           Restrictions.  The
      Holder acknowledges that the Warrant Shares acquired upon the exercise of this
      Warrant, if not registered, will have restrictions upon resale imposed by state
      and federal securities laws.

     

    (h)           Nonwaiver
      and Expenses.  No course of dealing or any delay or failure to
      exercise any right hereunder on the part of Holder shall operate as a waiver
      of
      such right or otherwise prejudice Holder’s rights, powers or remedies,
      notwithstanding the fact that all rights hereunder terminate on the Termination
      Date.  If the Company willfully and knowingly fails to comply with any
      provision of this Warrant, which results in any material damages to the Holder,
      the Company shall pay to Holder such amounts as shall be sufficient to cover
      any
      costs and expenses including, but not limited to, reasonable attorneys’ fees,
      including those of appellate proceedings, incurred by Holder in collecting
      any
      amounts due pursuant hereto or in otherwise enforcing any of its rights, powers
      or remedies hereunder.

     

    (i)           Notices.  Any
      notice, request or other document required or permitted to be given or delivered
      to the Holder by the Company shall be delivered in accordance with the notice
      provisions of the Purchase Agreement.

     

    (j)           Limitation
      of Liability.  No provision hereof, in the absence of any
      affirmative action by Holder to exercise this Warrant or purchase Warrant
      Shares, and no enumeration herein of the rights or privileges of Holder, shall
      give rise to any liability of Holder for the purchase price of any Common Stock
      or as a stockholder of the Company, whether such liability is asserted by the
      Company or by creditors of the Company.

     

    (k)           Remedies.  Holder,
      in addition to being entitled to exercise all rights granted by law, including
      recovery of damages, will be entitled to specific performance of its rights
      under this Warrant.  The Company agrees that monetary damages would
      not be adequate compensation for any loss incurred by reason of a breach by
      it
      of the provisions of this Warrant and hereby agrees to waive the defense in
      any
      action for specific performance that a remedy at law would be
      adequate.

     

    (1)           Successors
      and Assigns.  Subject to applicable securities laws, this Warrant
      and the rights and obligations evidenced hereby shall inure to the benefit
      of
      and be binding upon the successors of the Company and the successors and
      permitted assigns of Holder.  The provisions of this Warrant are
      intended to be for the benefit of all Holders from time to time of this Warrant
      and shall be enforceable by any such Holder or holder of Warrant
      Shares.

     

    (m)           Amendment.  This
      Warrant may be modified or amended or the provisions hereof waived with the
      written consent of the Company and the Holder.

     

    (n)           Severability.  Wherever
      possible, each provision of this Warrant shall be interpreted in such manner
      as
      to be effective and valid under applicable law, but if any provision of this
      Warrant shall be prohibited by or invalid under applicable law, such provision
      shall be ineffective to the extent of such prohibition or invalidity, without
      invalidating the remainder of such provisions or the remaining provisions of
      this Warrant.

     

    (o)           Headings.  The
      headings used in this Warrant are for the convenience of reference only and
      shall not, for any purpose, be deemed a part of this Warrant.

     

    ********************

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    IN
      WITNESS WHEREOF, the Company has caused this Warrant to be executed by its
      officer thereunto duly authorized.

     

    Dated:  December _____,
      2007

     

    


     

    By:                                                                

    Name:                      Lawrence
      A. Siebert

    Title:                      President

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


     

    
      	
              Original
                Date of Issuance: _______________

            	
              Reissuance
                Date:  December 19, 2007

            
	
              Warrant
                No.: ________________

            	
              Expires:  _________________

            


    

    


     

    NOTICE
      OF EXERCISE

     

    TO:            CHEMBIO
      DIAGNOSTICS, INC.

     

    (1)           The
      undersigned hereby elects to purchase _______ Warrant Shares of the Company
      pursuant to the terms of the attached Warrant (only if exercised in full),
      and
      tenders herewith payment of the exercise price in full, together with all
      applicable transfer taxes, if any.

     

    (2)           Payment
      shall take the form of (check applicable box):

     

    [
      ] in
      lawful money of the United States; or

     

    [
      ] the
      cancellation of such number of Warrant Shares as is necessary, in accordance
      with the formula set forth in subsection 2(c), to exercise this Warrant with
      respect to the maximum number of Warrant Shares purchasable pursuant to the
      cashless exercise procedure set forth in subsection 2(c).

     

    (3)           Please
      issue a certificate or certificates representing said Warrant Shares in the
      name
      of the undersigned or in such other name as is specified below:

     

    The
      Warrant Shares shall be delivered to the following:

     

    (4)          Accredited
      Investor.  The undersigned is an “accredited investor” as defined
      in Regulation D promulgated under the Securities Act of 1933, as
      amended.

     

    [SIGNATURE
      OF HOLDER]

     

    Name
      of
      Investing
      Entity:                                                                                                                                          

     

    Signature
      of Authorized Signatory of Investing
      Entity:                                                                                                                                          

     

    Name
      of
      Authorized
      Signatory:                                                                                                                                          

     

    Title
      of
      Authorized
      Signatory:                                                                                                                                          

     

    Date:                                                                                                                                          

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


     

    
      	
              Original
                Date of Issuance: _________

            	
              Reissuance
                Date:  December 19, 2007

            
	
              Warrant
                No.: _______________

            	
              Expires:  _________________

            


    

    


     

    ASSIGNMENT
      FORM

     

    (To
      assign the foregoing warrant, execute this form and supply required
      information.

    Do
      not
      use this form to exercise the warrant.)

     

    FOR
      VALUE
      RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby
      assigned to ______________ whose address is
      ________________________________.

     

    Dated:  December
      __, 2007

     

    


     

    Holder’s
      Signature:  __________________________________________

     

    Holder’s
      Address:  __________________________________________

     

    


     

    Signature
      Guaranteed:                                                                                                           

     

    NOTE:  The
      signature to this Assignment Form must correspond with the name as it appears
      on
      the face of the Warrant, without alteration or enlargement or any change
      whatsoever, and must be guaranteed by a bank or trust
      company.  Officers of corporations and those acting in a fiduciary or
      other representative capacity should file proper evidence of authority to assign
      the foregoing Warrant.