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AMENDMENT NO. 3 TO SECURED 8% CONVERTIBLE PROMISSORY
NOTES
THIS
AMENDMENT NO. 3 (this "
Amendment ")
to Secured 8% Convertible Promissory Notes, as amended by Amendment
No. 2 to Secured 8% Convertible Promissory Notes dated July 3,
2007, and Amendment to Secured 8% Convertible Promissory Notes
dated March 21, 2007 (each, a “
Note ,”
and collectively, the "
Notes "),
is made as of December 3, 2007, by and between Calypte Biomedical
Corporation, a Delaware corporation (the "
Company "),
and Marr Technologies BV, a limited liability company established
in the Netherlands (the “
Investor ”).
If there is any inconsistency between the terms of this Amendment
and any other agreement referenced herein, the terms of this
Amendment will govern.
WHEREAS,
the Company has agreed that if the Investor immediately
exercises all of the currently outstanding warrants issued to
it by the Company to purchase an aggregate of 8,482,292 shares
of Common Stock, as more particularly described on
Schedule A ,
attached hereto, and delivers to the Company the aggregate exercise
price for such warrants of $610,725.01 by wire transfer of
immediately available funds no later than Wednesday, December 5,
2007, then, and only then, will the Company agree, for a period of
one (1) year from the date of this Amendment (the “
Term ”),
to lower the Conversion Price of the Notes currently outstanding,
and of all Notes to be issued during the Term in payment of
interest on the outstanding principal amount of the Notes, to $0.16
per share;
NOW,
THEREFORE, for good and valuable consideration, the receipt
and sufficiency
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