EXHIBIT 4.26


PLACEMENT AGENT AGREEMENT


 


October 7, 2013


 


AMERICAN BIO MEDICA CORPORATION


122 Smith Road


Kinderhook, New York 12106


 


		RE:	Placement Agent Agreement for Extension of Existing 15%
Subordinated Convertible Debentures Due August 1, 2013



 


Dear Ms. Waterhouse:


 


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 quarterly in arrears, with the first payment of interest due November 1, 2013. ABMC will make the payment of
interest on the Existing Debt on August 1, 2013 as provided in the Existing Debt. The New Notes, the ABMC common stock into which
the New Notes are convertible and the ABMC common stock subject to issuance upon the exercise of the Warrants are referred to collectively
in this Placement Agent Agreement as the “Securities.” ABMC will deliver to CRI a private placement memorandum dated
September 10, 2013 (the “Memorandum”) for the Offering. The terms of the Offering are summarized in Exhibit A to this
Agreement. The Offering will be made solely to holders of Existing Debt who are “accredited investors” (the “Accredited
Investors”), as such term is defined in Rule 501(a) of Regulation D (“Regulation D”) promulgated under the United
States Securities Act of 1933, as amended (the “Securities Act”), pursuant to an exemption from registration under
applicable federal and state securities laws available under Rule 506 of Regulation D and in accordance with the terms of this
Agreement. CRI will make the Offering will be on a best efforts basis up to an aggregate of $645,000 in Existing Debt converted
to New Notes. Any term capitalized in this Agreement, but not defined herein, shall have the same meaning as defined in the Memorandum.


 


Upon acceptance, (indicated by your signature
below), this Agreement will confirm the terms of the engagement between the Placement Agent and the Company.


 


1.           Appointment.


 


(a)          On
the basis of the representations, warranties and covenants contained in this Agreement, and subject to the terms and conditions
of this Agreement, the Company hereby retains the Placement Agent, and the Placement Agent hereby agrees to act, as the Company’s
exclusive Placement Agent in connection with the Offering. As Placement Agent for the Offering, CRI will advise and assist the
Company in identifying and assisting the Company in issuing the Securities to the holders of the Existing Debt (the “Holders”
of the “Offerees”) in the Offering under the terms and conditions described in the Memorandum. The Company acknowledges
and agrees that the Placement Agent is only required to use its “commercially reasonable best efforts” in connection
with the Offering and that this Agreement does not constitute a commitment by the Placement Agent to purchase the Securities or
introduce the Company to Offerees. The Company retains the right to determine all of the terms and conditions of the Offering.


 




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(b)          During
the Term of this Agreement (as such term is defined below), neither the Company nor any of its subsidiaries will, directly or indirectly,
solicit or otherwise encourage the submission of any proposal or offer (“Investment Proposal”) from any person or entity
relating to any issuance of the Company’s or any of its subsidiaries’ securities (including debt securities) or participate
in any discussions regarding an Investment Proposal. The Company will immediately cease all contacts, discussions and negotiations
with third parties regarding any Investment Proposal.


 


2.           Information.


 


(a)          The
Company recognizes that, in completing its engagement hereunder, the Placement Agent will be using and relying on the Memorandum,
publicly available information and on data, material and other information furnished to Placement Agent by the Company or the Company’s
affiliates and agents. The Company will cooperate with CRI and furnish, and cause to be furnished, to CRI, any and all information
and data concerning the Company, its subsidiaries and the Offering that CRI deems appropriate, including, without limitation, the
Company’s acquisition and/or merger plans and plans for raising capital or additional financing that is reasonably requested
by CRI (the “Information”), including subscription agreements, and the forms of the Debentures (together with the Memorandum,
the “Private Placement Materials”). Any Information and Private Placement Materials forwarded to Offerees will be in
form reasonably acceptable to Placement Agent and its counsel. The Company represents and warrants that all Information and Private
Placement Materials, including, but not limited to, the Company’s financial statements and all information incorporated by
reference therein, will be complete and correct in all material respects and will not contain any untrue statement of a material
fact or omit to state a material fact necessary in order to make the statements therein not misleading.


 


(b)          It
is further agreed that CRI will conduct a due diligence investigation of the Company and the Company will reasonably cooperate
with such investigation as a condition of CRI’s obligations hereunder. The Company recognizes and confirms that the Placement
Agent: (i) will use and rely primarily on the Information, the Private Placement Materials and information available from generally
recognized public sources in performing the services contemplated by this letter without having independently verified the same;
(ii) is authorized as the Placement Agent to transmit to any Offerees a copy or copies of the Private Placement Materials and any
other legal documentation supplied to the Placement Agent for transmission to any prospective investors by or on behalf of the
Company or by any of the Company’s officers, representatives or agents, in connection with the performance of the Placement
Agent’s services hereunder or any transaction contemplated hereby; (iii) does not assume responsibility for the accuracy
or completeness of the Information or the Private Placement Materials and such other information, if any provided to the Offerees;
(iv) will not make an appraisal of any assets of the Company or the Company generally; and (v) retains the right to continue to
perform due diligence of the Company, its business and its officers and directors during the course of the engagement.


 




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(c)          Until
the date that is one year from the date hereof, CRI will keep all information obtained from the Company confidential except: (i)
Information which is otherwise publicly available, or previously known to or obtained by, CRI independently of the Company and
without breach of any of CRI’s agreements with the Company; (ii) CRI may disclose such information to its officers, directors,
employees, agents, representatives, attorneys, and to its other advisors and financial sources on a need to know basis only and
will ensure that all such persons will keep such information strictly confidential. No such obligation of confidentiality shall
apply to information that: (i) is in the public domain as of the date hereof or hereafter enters the public domain without a breach
by CRI, (ii) was known or became known by CRI prior to the Company’s disclosure thereof to CRI, (iii) becomes known to CRI
from a source other than the Company, and other than by the breach of an obligation of confidentiality owed to the Company, (iv)
is disclosed by the Company to a third party without restrictions on its disclosure, (v) is independently developed by CRI or (vi)
is required to be disclosed by CRI or its officers, directors, employees, agents, attorneys and to its other advisors and financial
sources, pursuant to any order of a court of competent jurisdiction or other governmental body or as may otherwise be required
by law.


 


(d)          The
Company recognizes that in order for CRI to perform properly its obligations in a professional manner, the Company will keep CRI
informed of and, to the extent practicable and as allowed by law, permit CRI to participate in meetings and discussions between
the Company and any third party relating to the matters covered by the terms of CRI’s engagement. If at any time during the
course of CRI’s engagement, the Company becomes aware of any material change in any of the information previously furnished
to CRI, it will promptly advise CRI of the change.


 


(e)          The
Offering shall be conditioned upon, among other things, the satisfactory completion by CRI of its due diligence investigation and
analysis of: (A) the Company’s arrangements with its officers, directors, employees, affiliates, customers and suppliers,
and (B) the audited and unaudited historical financial statements of the Company.


 


3.           Compensation.
As compensation for services rendered and to be rendered hereunder by Placement Agent, the Company agrees to pay Placement Agent
the following fees in consideration of the services rendered by the Placement Agent in connection with the Offering:


 


(a)          The
Company agrees to pay CRI a cash fee payable upon each closing of the transaction contemplated by this Agreement (“Closing”)
equal to five percent (5%) of the gross amount of Existing Debt converted into the New Notes plus the Bridge Loan of $150,000,
the fees received by CRI are referred herein as the “Placement Fee”.


 


(b)          The
Company agrees to issue to CRI (or its designated affiliates or assignees), warrants to purchase 75,000 shares of common stock
of the Company exercisable for three years at an exercise price equal to the average closing sale price of the Company common stock
for the five business days ending September 16, 2013.


 


(c)          The
Company agrees to pay CRI a non-accountable expense allowance in cash (the “Non-Accountable Fee”) equal to 2% of the
gross amount of New Debt, or 115,000 restricted shares of ABMC common stock. AMBC will also pay CRI’s legal fees of $4,000.00
for a review of the Private Placement Materials.


 




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(d)          In
the event this Agreement is not completed within the term set forth in Section 4, CRI will be entitled to reimbursement of its
out-of-pocket accountable expenses actually incurred in connection with this Offering.


 


(e)          CRI
shall assist and cooperate with legal counsel to the Company in effecting a filing of a Registration Statement with the Securities
and Exchange Commission with respect to the public offering of the shares of Company common stock into which the New Notes, Warrants
or shares issued to CRI as compensation filed in connection with the Offering (the “SEC Filing”). The Company will
be responsible for the reasonable costs and expenses of CRI in connection with the SEC Filing, including legal fees.


 


(f)          The
Company will assist and cooperate with legal counsel to CRI in the filing with the Financial Industry Regulatory Authority (“FINRA”)
Corporate Financing Department pursuant to FINRA Rule 2710(b)(10)(A)(i) (the “Issuer Filing”) and the Company shall
pay the filing fee required by such Issuer Filing and the agreed fees of counsel to CRI in connection with the Issuer Filing and
clearing such filing with FINRA. The Company shall assist legal counsel to CRI in pursuing the Issuer Filing until FINRA issues
a letter confirming that it does not object to the terms of the Offering contemplated by such Registration Statement.


 


4.           Term
of Engagement.


 


(a)          This
Agreement will remain in effect until September 30, 2013 after which either party shall have the right to terminate it on fifteen
(15) days prior written notice to the other. The date of termination of this Agreement is referred to in this Agreement from time
to time as the “Termination Date.” The period of time during which this Agreement remains in effect is referred to
herein from time to time as the “Term.” In the event, however in the course of CRI’s performance of due diligence
it deems it necessary to terminate the engagement, CRI may do so prior to the Termination Date and upon immediate written notice.


 


(b)          Notwithstanding
anything herein to the contrary, the obligation to pay the compensation and expenses described in Section 3, this Section 4, Sections
7 and 9-18 and all of Exhibit A, will survive any termination or expiration of this Agreement. The termination of this Agreement
shall not affect the Company’s obligation to pay fees to the extent provided for in Section 3 above and shall not affect
the Company’s obligation to reimburse the expenses accruing prior to such termination to the extent provided for in this
Agreement. All such fees and reimbursements due shall be paid to the Placement Agent on or before the Termination Date (in the
event such fees and reimbursements are earned or owed as of the Termination Date) or upon the closing of the Offering or any applicable
portion thereof (in the event such fees are due pursuant to the terms of Section 3 hereof).


 


(c)          Notwithstanding
anything herein to the contrary, the Company agrees to accept any current Holder who is an Accredited Investor and who signs and
tenders the necessary transaction documents to CRI and to pay CRI all compensation required under Section 3, above upon CRI tendering
such transaction documents to the Company.


 




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5.           Certain
Placement Procedures. The Company and the Placement Agent each represents to the other that it has not taken, and the Company and
the Placement Agent each agrees with the other that it will not take any action, directly or indirectly, so as to cause the Offering
to fail to be entitled to rely upon the exemption from registration afforded by Section 4(2) of the Securities Act and Regulation
D. In effecting the Offering, the Company and the Placement Agent each agrees to comply in all material respects with applicable
provisions of the Securities Act and any regulations thereunder and any applicable state laws and requirements. In order to induce
CRI to enter into this Agreement, the Company agrees that CRI may rely upon any representations and warranties made to any Offeree
in this Offering (as if fully set forth herein) for its benefit, and that all such representations and warranties shall be true
and correct in all material respects, and shall be true and correct in all material respects as of the date of each Closing. The
Company agrees that it shall cause any opinion of its counsel delivered to any Offerees in the Offering also to be addressed and
delivered to the Placement Agent, or to cause such counsel to deliver to the Placement Agent a letter authorizing it to rely upon
such opinion.


 


6.           Representations,
Warranties and Covenants of CRI.


 


CRI, its affiliates and any person acting
on its or their behalf (the “Placement Agent Parties”) hereby represent and warrant to, and covenant with, the Company
that:


 


(a)          The
Securities offered and sold by the Placement Agent have been and will be offered and sold in compliance with all federal and state
securities laws and regulations governing the registration and conduct of broker-dealers, and each Placement Agent Party making
an offer or sale of Securities was or will be, at the time of any such offer or sale, registered as a broker-dealer pursuant to
Section 15(b) of the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”), and under the
laws of each applicable state of the United States (unless exempted from the respective state’s broker-dealer registration
requirements), and in good standing with FINRA;


 


(b)          The
Securities offered and sold by the Placement Agent have been and will be offered and sold only to Accredited Investors in accordance
with Rule 506 of Regulation D and applicable state securities laws; provided, however, the Company shall make all necessary filings
under Rule 503 of Regulation D and such similar notice filings under applicable state securities laws. The Placement Agent Parties
represent and warrant that they have reasonable grounds to believe and do believe that each person to whom a sale, offer or solicitation
of an offer to purchase Securities was or will be made was and is an Accredited Investor. Prior to the sale and delivery of a Company
security to any such investor, the Placement Agent Parties will obtain an executed subscription agreement and an executed investors’
rights agreement in the form agreed upon by the Company and the Placement Agent (the “Subscription Documents”).


 


(c)          (i)
Sales of the Securities by the Placement Agent will be made only in such jurisdictions in which: (A) the Placement Agent is a registered
broker-dealer; and (B) the Placement Agent has been advised by counsel that the offering and sale of the Securities is registered
under, or is exempt from registration under, applicable laws. (ii) offers and sales of the Securities by the Placement Agent will
be made in compliance with the provisions of Regulation D and/or Section 4(2) of the Securities Act, and the Placement Agent shall
furnish to each Offeree a copy of the Memorandum (including all Schedules and Exhibits thereto) prior to accepting any subscriptions
for Securities.


 


(d)          In
connection with the offers and sales of the Securities, the Placement Agent Parties have not and will not:


 


i.            Offer
or sell, or solicit any offer to buy, any Securities by any form of “general solicitation” or “general advertising”,
as such terms are used in Regulation D, or in any manner involving a public offering within the meaning of Section 4(2) of the
Securities Act;


 




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ii.         Use
any written material other than the Memorandum, a copy of which is attached hereto as Exhibit C, and the Subscription Documents,
and shall only rely upon and communicate information that is publicly available regarding the Company to any potential investors
(without limiting the foregoing, none of the Placement Agent Parties is authorized to make any representation or warranty to any
Offeree concerning the Company or an investment in the Securities); or


 


iii.         Take
any action that would constitute a violation of Regulation M under the Exchange Act.


 


(e)          The
Placement Agent will periodically notify the Company of the jurisdictions in which it intends the Securities to be offered by it
or will be offered by it pursuant to this Agreement, and will periodically notify the Company of the status of the Offering conducted
pursuant to this Agreement.


 


(f)          The
Placement Agent shall cause each affiliate or each party acting on its or their behalf with whom they enter into contractual arrangements
relating to the offer and sale of any Securities to agree, for the benefit of the Company, to the same provisions contained in
this Agreement.


 


7.           Indemnification.
The Company agrees to indemnify the Placement Agent in accordance with the indemnification and other provisions attached to the
Agreement as Exhibit B (the “Indemnification Provisions”), which provisions are incorporated herein by reference and
shall survive the termination or expiration of the Agreement.


 


8.           Other
Activities. The Company acknowledges that CRI has been, and may in the future be, engaged to provide services as an underwriter,
placement agent, finder, advisor and investment banker to other companies in the industry in which the Company is involved. Subject
to the confidentiality provisions of CRI contained in Section 2 hereof, the Company acknowledges and agrees that nothing contained
in this Agreement shall limit or restrict the right of CRI or of any member, manager, officer, employee, agent or representative
of CRI, to be a member, manager, partner, officer, director, employee, agent or representative of, investor in, or to engage in,
any other business, whether or not of a similar nature to the Company’s business, nor to limit or restrict the right of CRI
to render services of any kind to any other corporation, firm, individual or association; provided that CRI and any of its member,
manager, officer, employee, agent or representative shall not use the Information to the detriment of the Company. CRI may, but
shall not be required to, present opportunities to the Company.


 


9.           Governing
Law; Jurisdiction; Waiver of Jury Trial. This Agreement will be governed as to validity, interpretation, construction, effect and
in all other respects by the internal law of the State of New York. The Company and CRI each (i) agree that any legal suit, action
or proceeding arising out of or relating to this Agreement shall be instituted exclusively in the New York State Supreme Court,
County of Albany, or in the United States District Court for the Northern District of New York sitting in the city of Albany, New
York, (ii) waives any objection to the venue of any such suit, action or proceeding, and the right to assert that such forum is
an inconvenient forum, and (iii) irrevocably consents to the jurisdiction of the New York State Supreme Court, County of Albany,
and the United States District Court for the Northern District of New York in any such suit, action or proceeding. Each of the
Company and CRI further agrees to accept and acknowledge service of any and all process that may be served in any such suit, action
or proceeding in the New York State Supreme Court, County of Albany, or in the United States District Court for the Northern District
of New York and agree that service of process upon it mailed by certified mail to its address shall be deemed in every respect
effective service of process in any such suit, action or proceeding. The parties hereby expressly waive all rights to trial by
jury in any suit, action or proceeding arising under this Agreement.


 




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10.         Securities
Law Compliance. The Company, at its own expense, will obtain any registration or qualification required to sell any Securities
under the Blue Sky laws of any applicable jurisdictions within the applicable required time periods.


 


11.         Representations
and Warranties.


 


The Company and each of its subsidiaries
respectively represent and warrant that:


 


(a)          it
has full right, power and authority to enter into this Agreement and to perform all of its obligations hereunder;


 


(b)          this
Agreement has been duly authorized and executed and constitutes a legal, valid and binding agreement of such party enforceable
in accordance with its terms; and


 


(c)          the
execution and delivery of this Agreement and the consummation of the transactions contemplated hereby do not conflict with or result
in a breach of (i) such party’s certificate of incorporation or by-laws or (ii) any agreement to which such party is a party
or by which any of its property or assets is bound.


 


12.         Parties;
Assignment; Independent Contractor. This Agreement has been and is made solely for the benefit of CRI and the Company and each
of the persons, agents, employees, officers, directors and controlling persons referred to in Exhibit A and their respective heirs,
executors, personal representatives, successors and assigns, and nothing contained in this Agreement will confer any rights upon,
nor will this Agreement be construed to create any rights in, any person who is not party to such Agreement, other than as set
forth in this paragraph. The rights and obligations of either party under this Agreement may not be assigned without the prior
written consent of the other party hereto and any other purported assignment will be null and void. CRI has been retained under
this Agreement as an independent contractor, and it is understood and agreed that this Agreement does not create a fiduciary relationship
between CRI and the Company or their respective Boards of Directors. CRI shall not be considered to be the agent of the Company
for any purpose whatsoever and CRI is not granted any right or authority to assume or create any obligation or liability, express
or implied, on the Company’s behalf, or to bind the Company in any manner whatsoever.


 


13.         Validity.
This Agreement contains the entire agreement between the parties hereto. No party has made any statement, agreement or representation,
either oral or written, in connection herewith, modifying, adding or changing the terms and conditions herein set forth. No present
or past dealings between the parties shall be permitted to contradict or modify the terms hereof. No modification of this Agreement
shall be binding unless such modification is in writing and signed by the parties hereto. In case any term of this Agreement will
be held invalid, illegal or unenforceable, in whole or in part, the validity of any of the other terms of this Agreement will not
in any way be affected thereby.


 


14.         Counterparts.
This Agreement may be executed in counterparts and each of such counterparts will for all purposes be deemed to be an original,
and such counterparts will together constitute one and the same instrument.


 




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15.         Notices.
All notices will be in writing and will be effective when delivered in person or sent via facsimile and confirmed by letter, to
the party to whom it is addressed at the following addresses or such other address as such party may advise the other in writing
(copies shall not constitute notice):


 


If to the Company:


 


AMERICAN BIO MEDICA CORPORATION


122 Smith Road


Kinderhook, New York 12106


ATTN: Corporate Secretary/Chief Compliance
Officer


Telephone: 518-758-8158


Facsimile: 518-758-8171 


Email: mdwaterhouse@abmc.com


 


with a copy (which shall not constitute notice) to:


William J. Better, P.C.


1 Albany Avenue


Kinderhook, New York 12106


ATTN: William J. Better, Esq.


Telephone: 518-758-1511


Facsimile: 518-758-1227 


Email: betterlaw@berk.com


 


If to the Placement Agent:


Cantone Research Inc.


766 Shrewsbury Ave


Tinton Falls, NJ 07724


Telephone: 732-450-3500


Facsimile: 732-450-3520


Attention: Anthony Cantone


 


With a copy (which will not constitute notice) to:


Christopher P. Flannery, Esq.


4 Hillman Drive


Suite 104


Chadds Ford, PA 19317


Telephone: 610-361-8016 


Facsimile: 610-558-4882


 


16.         Best
Efforts Engagement. It is expressly understood and acknowledged that CRI’s engagement for the Offering does not constitute
any commitment, express or implied, on the part of CRI or of any of its affiliates to purchase or place the Company’s securities
or to provide any type of financing and that the Offering will be conducted by CRI on a “best efforts” (no minimum)
basis.


 


17.         Announcements.
The Company agrees that CRI shall, upon a successful transaction, have the right to place advertisements in financial and other
newspapers and journals at its own expense describing its services to the Company hereunder, provided that CRI shall submit a copy
of any such advertisement to the Company for its approval, such approval not to be unreasonably withheld, conditioned or delayed.
The Company further agrees that it shall not issue any press release in connection with the Offering without CRI’s prior
written approval of such press release. The Company further agrees that CRI’s counsel shall have the right to review and
comment on any Current Report on Form 8-K regarding the Offering prepared by or on behalf of the Company before the same is filed
with the SEC.


 




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	Very truly yours, 	 
	 	 
	CANTONE RESEARCH, INC.	 
	 	 	 
	By: 	/S/ Anthony Cantone	 
	 	Anthony Cantone, President	 
	 	 	 
	Agreed to and accepted this 7th day of October, 2013	 
	 	 
	AMERICAN BIO MEDICA CORPORATION	 
	 	 	 
	By: 	/S/ Melissa A. Waterhouse	 
	 	Melissa A. Waterhouse, EVP, CCO, SEC	 


 




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Exhibit A


 


TERMS OF THE OFFERING 


 


Term Sheet for Extension of $795,000 debt of American Bio
Medica Corp due 8/1/2013


 


The purpose of this letter
is to set forth the indicative terms pursuant to which, subject to certain conditions set forth herein, Cantone Research Inc. (“CRI”)
would serve as a placement agent for a private placement of certain securities to be issued by American Bio Medica Corporation
(ABMC) in exchange for existing Notes due 8/1/2013. The terms and conditions of this letter are subject to change and this letter
does not constitute an offer to provide any funding. The issuance and sale of such securities is subject to completion of due diligence
to CRI’s satisfaction, the preparation of definitive documentation to effect the transaction that is mutually satisfactory
to each party and, in the case of the investor, that the investor shall have determined that subsequent to the date hereof and
prior to the closing of the transaction, there shall have been no material adverse developments relating to the business, assets,
operations, properties, condition (financial or otherwise) or prospects of the company and its subsidiaries, taken as a whole.


 


	Issuer:	American Bio Medica Corporation (ABMC)
	 	 
	Issue:	In exchange for the existing 15% convertible debentures due 8/1/2013, ABMC will issue two series of notes: new one year notes paying 15% interest to mature 8/1/2014 with one warrant for each $ of Note; and up to $345,000 15% six month Notes due 2/1/2014 with no warrants. These warrants will be priced at the 5 day closing bid average price for the 5 days before the closing.
	 	 
	Investors:	Accredited Investors identified by CRI and current holders of debt maturing on 8/1/2013
	 	 
	Note price:	Par- $1,000 per note
	 	 
	Interest rate:	15% simple interest to be paid quarterly beginning Nov 1, 2013.
	 	 
	Registration:	Company is expected to register the issuance of the shares underlying all the various warrants and conversion of principal within 6 months. Penalty for not registering underlying shares is the interest rate will increase to 18% on the notes retroactive to day issued. The shares underlying warrants issued to CAM and to CRI will also have the same registration rights. 
	 	 
	Conditions:	Completion of due diligence, customary underwriting terms and other terms advised by Counsel. The August 1, 2013 interest payment on the original notes will continue to be due and payable and payment of that interest is a condition to this offering.  
	 	 
	Right of Participation:	For as long as any of the notes remain outstanding, the investors (thru CRI) shall have a right of participation in any new fund raising (debt or equity of any kind) undertaken by ABMC. 
	 	 
	Additional Covenants:	The definitive agreements will contain provisions prohibiting ABMC from issuing variable priced equity or variable price equity linked Securities.


 




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	Placement agent fee:	5% in cash of amount extended of current debt holders and the Cantone Asset Management (CAM) Bridge Loan in the amount of $150,000. Placement agent will also earn 75,000 warrants that expire in three years, with an exercise price to be determined by the 5 day closing bid average price for the 5 days before the closing.
	 	 
	Expense allowance:	Non-accountable 2% in cash or 115,000 shares of ABMC stock.
	 	 
	CRI Attorney fee:	$4,000 to review documents prepared by ABMC
	 	 
	CAM Note:	CAM (Cantone Asset Management LLC) will provide approximately $50,000 of additional funds to buyout the Notes of those that do not want to extend and/or pay closing costs, in addition to rolling over the existing $150,000 bridge loan. These additional funds will be added to the “new” CAM bridge loan. As an inducement to roll-over the existing bridge loan of $150,000 and make the additional $50,000, ABMC will issue CAM a warrant for 250,000 shares exercisable at the 5 day closing bid average price for the 5 days before the closing and 153,846 shares of restricted stock. 
	 	 
	CAM Interest:	Interest on the current CAM bridge loan (due 8/1/13) will be paid in 225,000 shares of restricted stock (in lieu of cash).The New Bridge Loan will earn 15% simple annual interest, to be paid in advance on the closing date as 300,000 shares of restricted ABMC common stock in lieu of payment in cash. 


 




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EXHIBIT B


 


INDEMNIFICATION PROVISIONS


 


Capitalized terms used in this Exhibit shall have the meanings
ascribed to such terms in the Agreement to which this Exhibit is attached.


 


The Company agrees to indemnify and hold
harmless Placement Agent and each of the other Indemnified Parties (as hereinafter defined) from and against any and all losses,
claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses and disbursements, and any and all actions,
suits, proceedings and investigations in respect thereof and any and all legal and other costs, expenses and disbursements in giving
testimony or furnishing documents in response to a subpoena or otherwise (including, without limitation, the costs, expenses and
disbursements, as and when incurred, of investigating, preparing, pursing or defending any such action, suit, proceeding or investigation
(whether or not in connection with litigation in which any Indemnified Party is a party)) (collectively, “Losses”),
directly or indirectly, caused by, relating to, based upon, arising out of, or in connection with, Placement Agent’s acting
for the Company, including, without limitation, any act or omission by Placement Agent in connection with its acceptance of or
the performance or non-performance of its obligations under the Agreement between the Company and Placement Agent to which these
indemnification provisions are attached and form a part, any breach by the Company of any representation, warranty, covenant or
agreement contained in the Agreement or the subscription agreement with the investors (or in any instrument, document or agreement
relating thereto, including any agency agreement), or the enforcement by Placement Agent of its rights under the Agreement or these
indemnification provisions, except to the extent that any such Losses are found in a final judgment by a court of competent jurisdiction
(not subject to further appeal) to have resulted primarily and directly from the gross negligence or willful misconduct of the
Indemnified Party seeking indemnification hereunder.


 


The Company also agrees that no Indemnified
Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company for or in connection
with the engagement of Placement Agent by the Company or for any other reason, except to the extent that any such liability is
found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly
from such Indemnified Party’s gross negligence or willful misconduct.


 


These Indemnification Provisions shall extend
to the following persons (collectively, the “Indemnified Parties”): Placement Agent, its present and former affiliated
entities, managers, members, officers, employees, legal counsel, agents and controlling persons (within the meaning of the federal
securities laws), and the officers, directors, partners, stockholders, members, managers, employees, legal counsel, agents and
controlling persons of any of them. These indemnification provisions shall be in addition to any liability, which the Company may
otherwise have to any Indemnified Party.


 




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If any action, suit, proceeding or investigation
is commenced, as to which an Indemnified Party proposes to demand indemnification, it shall notify the Company with reasonable
promptness; provided, however, that any failure by an Indemnified Party to notify the Company shall not relieve the Company from
its obligations hereunder, except to the extent that such Indemnified Party’s failure has materially prejudiced the Indemnifying
Party’s rights or materially increased its liabilities and obligations hereunder. An Indemnified Party shall have the right
to retain counsel of its own choice to represent it at its own expense. Any such counsel shall, to the extent consistent with its
professional responsibilities, cooperate with the Company and any counsel designated by the Company. The Company shall be liable
for any settlement of any claim against any Indemnified Party made with the Company’s written consent. The Company shall
not, without the prior written consent of Placement Agent, settle or compromise any claim, or permit a default or consent to the
entry of any judgment in respect thereof, unless such settlement, compromise or consent (i) includes, as an unconditional term
thereof, the giving by the claimant to all of the Indemnified Parties of an unconditional release from all liability in respect
of such claim, and (ii) does not contain any factual or legal admission by or with respect to an Indemnified Party or an adverse
statement with respect to the character, professionalism, expertise or reputation of any Indemnified Party or any action or inaction
of any Indemnified Party.


 


In order to provide for just and equitable
contribution, if a claim for indemnification pursuant to these indemnification provisions is made but it is found in a final judgment
by a court of competent jurisdiction (not subject to further appeal) that such indemnification may not be enforced in such case,
even though the express provisions hereof provide for indemnification in such case, then the Company shall contribute to the Losses
to which any Indemnified Party may be subject (i) in accordance with the relative benefits received by the Company and its stockholders,
subsidiaries and affiliates, on the one hand, and the Indemnified Party, on the other hand, and (ii) if (and only if) the allocation
provided in clause (i) of this sentence is not permitted by applicable law, in such proportion as to reflect not only the relative
benefits, but also the relative fault of the Company, on the one hand, and the Indemnified Party, on the other hand, in connection
with the statements, acts or omissions which resulted in such Losses as well as any relevant equitable considerations. No person
found liable for a fraudulent misrepresentation shall be entitled to contribution from any person who is not also found liable
for fraudulent misrepresentation. The relative benefits received (or anticipated to be received) by the Company and its stockholders,
subsidiaries and affiliates shall be deemed to be equal to the aggregate consideration payable or receivable by such parties in
connection with the transaction or transactions to which the Agreement relates relative to the amount of fees actually received
by Placement Agent in connection with such transaction or transactions. Notwithstanding the foregoing, in no event shall the amount
contributed by all Indemnified Parties exceed the amount of fees previously received by Placement Agent pursuant to the Agreement.


 


Neither termination nor completion of the
Agreement shall affect these Indemnification Provisions which shall remain operative and in full force and effect. The Indemnification
Provisions shall be binding upon the Company and its successors and assigns and shall inure to the benefit of the Indemnified Parties
and their respective successors, assigns, heirs and personal representatives.


 




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