AMENDMENT TO SECURED 8%
CONVERTIBLE PROMISSORY NOTES
THIS AMENDMENT (this "
Amendment ") to Secured 8% Convertible Promissory
Notes (the " Notes ") is made as of March 21,
2007, by and between Calypte Biomedical Corporation, a Delaware
corporation (the " Company "), and SF Capital
Partners Ltd. (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 and the Investor are
parties to (i) the Securities Purchase Agreement dated May 28, 2004
(the “ Securities Purchase Agreement
”) among the Company and the investors signatory thereto (
“ Investors I ”), pursuant to which
the Company issued and sold to Investors I, and Investors I
purchased from the Company, certain shares and warrants pursuant to
the terms set forth in the Securities Purchase Agreement, (ii) the
Amendment to Securities Purchase Agreement dated April 4, 2005 (the
“ Amendment to Securities Purchase Agreement
”) among the Company and Investors I, pursuant to which
Investors I received certain anti-dilution entitlements and new
entitlements, including, without limitation, certain warrants (the
“ 2004 Amendment
Warrants ”) pursuant to the terms set forth in the
Amendment to Securities Purchase Agreement, (iii) the Purchase
Agreement dated as of April 4, 2005 (the "Purchase
Agreement" ) among the Company and the investors signatory
thereto ( “ Investors II ”), pursuant
to which the Company issued and sold to Investors II, and Investors
II purchased from the Company, certain secured 8% convertible
promissory notes, which included the Notes, Series A warrants (the
“ 2005 Series A Warrants ”) and Series
B warrants (the “ 2005 Series B Warrants
”) pursuant to the terms set forth in the Purchase Agreement,
and (iv) the letter agreement dated July 7, 2006 (the “
Letter Agreement ”) between the Company and
the Investor, pursuant to which the 2004 Warrants and the 2004
Amendment Warrants were amended to lower their exercise price from
$0.45 to $0.15 for a period of time commencing through and
including July 21, 2006, after which time the exercise price
reverted back to $0.45 (the “ 2005
Amendment Warrants ”) and to issue to the
Investor an additional warrant equal to 50% of the aggregate amount
of the 2005 Amendment Warrants exercised before July 21, 2006 (the
“ 2006 Additional
Warrant ”);
WHEREAS, the parties now desire to change the
maturity date (the “ Maturity Date ”)
of the Notes issued by the Company to the Investor pursuant to the
Purchase Agreement in the initial principal amount of $4,000,000 in
accordance with the provi
