Exhibit 10.138
Amendment No. 1 to Agreement for Commitment to Purchase Aggregate
of $10,000,000 of 5% Promissory Notes
By their signatures below, the parties hereby agree to amend the the Agreement
for Commitment to Purchase Aggregate of $10,000,000 of 5% Promissory Notes (the
"Agreement") dated November 13, 2003 between Calypte Biomedical Corporation (the
"Company") and Xxxx Technologies BV ("MTBV"). Capitalized terms employed in this
Amendment shall have the same meaning as in the Agreement. The Agreement is
hereby amended as follows:
1. The Commitment Amount is hereby increased to be $15,000,000.
2. Paragraph III.b. of the agreement shall remove the conditional expiration
of the Agreement on March 31, 2004 should the Company not have its Common
Stock listed on either the American Stock Exchange, the New York Stock
Exchange or the Nasdaq National Market or Nasdaq Small Cap Market by that
date.
Amended paragraph III.b. shall read as follows, in its entirety:
"This agreement shall terminate on May 31, 2005."
3. Paragrpah III f v. of the agreement shall be amended by the removal of the
words "Except with respect to a Note issued within the month following the
First Availability Date,"
Amended paragraph III f v. shall read as follows, in its entirety:
"The common stock of the Issuer ceases to be listed on a recognized stock
exchange in the United States of America; or"
4. In conjunction with this Amendment and as a fee for the increase in the
Commitment Amount aforesaid, the Company shall grant to MTBV or its
assignee, as of the effective date of this Amendment No. 1, a warrant to
purchase 400,000 shares of the Company's common stock, $0.03 par value.
The warrant shall be immediately exercisable for two years from the date
of grant at an exercise price equivalent to a 20 per cent discount to the
closing trade price of the Company's stock on the grant date. The warrant
shall be in substantially the form of Exhibit A hereto.
5. The members of the Company's Board of Directors shall, by vote at a
duly-noticed meeting or by written consent, unanimously approve the
Company's issuance of any Note under the Agreement.
6. All other terms and conditions of the Agreement shall remain unchanged.
This Amendment No. 1 shall be effective as of March 19, 2004.
XXXX TECHNOLOGIES BV
(PURCHASER)
By: /s/ Xxxxx X. Xxxxxx
------------------------
Name: Xxxxx X. Xxxxxx
Title: Duly Authorized Attorney
CALYPTE BIOMEDICAL CORPORATION
(ISSUER)
By: /s/ Xxxxxxx X. Xxxxxxxxxx
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Xxxxxxx X. Xxxxxxxxxx
Executive Vice President and CFO
