AMENDMENT TO SECURED 8%
CONVERTIBLE PROMISSORY NOTES
THIS AMENDMENT (this "
Amendment ") to Secured 8% Convertible Promissory
Notes (each, a “ Note ,” and
collectively, the " Notes ") is made as of March
21, 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 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
pursuant to the terms set forth in the Amendment to Securities
Purchase Agreement, (iii) the 2005 Credit Facility Agreement dated
April 4, 2005, as amended November 30, 2005, February 22, 2006,
July 6, 2006, December 22, 2006 and February 6, 2007 (collectively,
the “ Credit Facility ”), between the
Company and the Investor pursuant to which the Investor has loaned
money to the Company and the Company has issued to the Investor
various secured promissory notes (the “ Secured
Notes ”), (iv) 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 and Series B warrants
pursuant to the terms set forth in the Purchase Agreement, and (v)
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 and to
issue to the Investor an add
