Form of Warrant



 
Exhibit 4.2

 
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (“1933 ACT”), OR ANY STATE SECURITIES LAWS AND SHALL NOT BE SOLD, PLEDGED, HYPOTHECATED, DONATED, OR OTHERWISE TRANSFERRED, WHETHER OR NOT FOR CONSIDERATION, BY THE HOLDER EXCEPT UPON THE ISSUANCE TO
THE COMPANY OF A FAVORABLE OPINION OF ITS COUNSEL OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO COUNSEL FOR THE COMPANY, IN EITHER CASE, TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE 1933
ACT AND APPLICABLE STATE SECURITIES LAWS. 
 
CALYPTE BIOMEDICAL CORPORATION 
 
Common Stock Purchase Warrant 
to 
Purchase                      Shares 
of 
Common Stock 
 
This Common Stock Purchase Warrant is issued to: 
 
[Name] 
[Address] 
[City, State Zip] 
 
by CALYPTE BIOMEDICAL CORPORATION, a Delaware corporation (hereinafter called
the “Company”, which term shall include its successors and assigns). 
 
FOR VALUE RECEIVED and subject to the terms and conditions hereinafter set out, the registered holder of this Warrant as set forth on the books and records of the Company (the
“Holder”) is entitled upon surrender of this Warrant to purchase from the Company                  fully paid and non-assessable shares of Common Stock,
$.001 par value per share (the “Common Stock”), at the Exercise Price (as defined below) per share. 
 
This Warrant shall expire at the close of business on
                    , 2003. 
 
1. (a) The right to purchase shares of Common Stock represented by this Warrant may be exercised by the Holder, in whole or in part, by
the surrender of this Warrant (properly endorsed if required) at the principal office of the Company at 1265 Harbor Parkway, Alameda, California 94502 (or such other office or agency of the Company as it may designate by notice in writing to the
Holder at the address of the Holder appearing on the books of the Company), and upon payment to the Company, by cash or by certified check or bank draft, of the Exercise Price for such shares. The Company agrees that the shares of Common Stock so
purchased shall be deemed to be issued to the Holder as the record owner of such shares of Common Stock as of the close of business on the date on which this Warrant shall have been 
 

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surrendered and payment made
for such shares of Common Stock as aforesaid. Certificates for the shares of Common Stock so purchased (together with a cash adjustment in lieu of any fraction of a share) shall be delivered to the Holder within a reasonable time, not exceeding five
(5) business days, after the rights represented by this Warrant shall have been so exercised, and, unless this Warrant has expired, a new Warrant representing the number of shares of Common Stock, if any, with respect to which this Warrant shall not
then have been exercised, in all other respects identical with this Warrant, shall also be issued and delivered to the Holder within such time, or, at the request of the Holder, appropriate notation may be made on this Warrant and the same returned
to the Holder. 
 
(b) This Warrant may be exercised
to acquire, from and after the date hereof, the number of shares of Common Stock set forth on the first page hereof (subject to adjustments described in this Warrant); provided, however, the right hereunder to purchase such shares of Common Stock
shall expire at 5:00 p.m. Alameda, California time on                     , 2003. 
 
2. This Warrant is being issued by the Company pursuant to the terms of the Consulting Agreement dated
                    , 2003. 
 
3. The Company covenants and agrees that all Common Stock upon issuance against payment in full of the Exercise Price by the Holder
pursuant to this Warrant will be validly issued, fully paid and non-assessable and free from all taxes, liens and charges with respect to the issue thereof (except to the extent resulting from the Holder’s own circumstances, actions or
omissions). The Company covenants and agrees that during the period within which the rights represented by this Warrant may be exercised, the Company will have at all times authorized, and reserved for the purpose of issue or transfer upon exercise
of the rights evidenced by this Warrant, a sufficient number of shares of Common Stock to provide for the exercise of the rights represented by this Warrant, and will procure at its sole expense upon each such reservation of shares the listing
thereof (subject to issuance or notice of issuance) on all stock exchanges on which the Common Stock is then listed or inter-dealer trading systems on which the Common Stock is then traded. The Company will take all such action as may be necessary
to assure that such shares of Common Stock may be so issued without violation of any applicable law or regulation, or of any requirements of any national securities exchange upon which the Common Stock may be listed or inter-dealer trading system on
which the Common Stock is then traded. The Company will not take any action which would result in any adjustment in the number of shares of Common Stock purchasable hereunder if the total number of shares of Common Stock issuable pursuant to the
terms of this Warrant after such action upon full exercise of this Warrant and, together with all shares of Common Stock then outstanding and all shares of Common Stock then issuable upon exercise of all options and other rights to purchase shares
of Common Stock then outstanding, would exceed the total number of shares of Common Stock then authorized by the Company’s Restated and Amended Articles of Incorporation, as then amended. 
 
4. The Initial Exercise Price is $.025 per share of Common
Stock (“Initial Exercise Price”). The Initial Exercise Price shall be adjusted as provided for below in this Section 4 (the Initial Exercise Price, and the Initial Exercise Price, as thereafter then adjusted, shall be referred to as the
“Exercise Price”) and the Exercise Price from time to time shall be further adjusted as provided for below in this Section 4. Upon each adjustment of the Exercise Price, the Holder shall thereafter be entitled to receive upon exercise of
this Warrant, at the Exercise Price resulting from such adjustment, the number of shares of Common Stock obtained by (i) 
 

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multiplying the Exercise Price
in effect immediately prior to such adjustment by the number of shares of Common Stock purchasable hereunder immediately prior to such adjustment, and (ii) dividing the product thereof by the Exercise Price resulting from such adjustment. The
Exercise Price shall be adjusted as follows: 
 
(i) In the case of any amendment to the Company’s Articles of Incorporation to change the designation of the Common Stock or the rights, privileges, restrictions or conditions in respect to the Common Stock or division of the
Common Stock, this Warrant shall be adjusted so as to provide that upon exercise thereof, the Holder shall receive, in lieu of each share of Common Stock theretofore issuable upon such exercise, the kind and amount of shares, other securities, money
and property receivable upon such designation, change or division by the Holder issuable upon such exercise had the exercise occurred immediately prior to such designation, change or division. This Warrant shall be deemed thereafter to provide for
adjustments, which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 4. The provisions of this Subsection 4(i) shall apply in the same manner to successive reclassifications, changes, consolidations
and mergers. 
 
(ii) If the
Company shall at any time subdivide its outstanding shares of Common Stock into a greater number of shares of Common Stock, or declare a dividend or make any other distribution upon the Common Stock payable in shares of Common Stock, the Exercise
Price in effect immediately prior to such subdivision or dividend or other distribution shall be proportionately reduced, and conversely, in case the outstanding shares of Common Stock shall be combined into a smaller number of shares of Common
Stock, the Exercise Price in effect immediately prior to such combination shall be proportionately increased. 
 
(iii) If any capital reorganization or reclassification of the capital stock of the Company, or any consolidation or
merger of the Company with or into another corporation or other entity, or the sale of all or substantially all of the Company’s assets to another corporation or other entity shall be effected in such a way that holders of shares of Common
Stock shall be entitled to receive stock, securities, other evidence of equity ownership or assets with respect to or in exchange for shares of Common Stock, then, as a condition of such reorganization, reclassification, consolidation, merger or
sale (except as otherwise provided below in this Section 4), lawful and adequate provisions shall be made whereby the Holder shall thereafter have the right to receive upon the exercise hereof upon the basis and upon the terms and conditions
specified herein, such shares of stock, securities, other evidence of equity ownership or assets as may be issued or payable with respect to or in exchange for a number of outstanding shares of such Common Stock equal to the number of shares of
Common Stock immediately theretofore purchasable and receivable upon the exercise of this Warrant under this Section 4 had such reorganization, reclassification, consolidation, merger or sale not taken place, and in any such case appropriate
provisions shall be made with respect to the rights and interests of the Holder to the end that the provisions hereof (including, without limitation, provisions for adjustments of the Exercise Price and of the number of shares of Common Stock
receivable upon the exercise of this Warrant) shall thereafter be applicable, as nearly as may be, in relation to any shares of stock, securities, other evidence of equity ownership or assets thereafter deliverable upon the exercise hereof
(including an immediate adjustment, by reason of such consolidation or merger, of the Exercise Price to the value for the Common Stock reflected by the terms of such 
 

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consolidation or merger if the value so reflected is less than the Exercise Price in
effect immediately prior to such consolidation or merger). Subject to the terms of this Warrant, in the event of a merger or consolidation of the Company with or into another corporation or other entity as a result of which the number of shares of
common stock of the surviving corporation or other entity issuable to holders of Common Stock, is greater or lesser than the number of shares of Common Stock outstanding immediately prior to such merger or consolidation, then the Exercise Price in
effect immediately prior to such merger or consolidation shall be adjusted in the same manner as though there were a subdivision or combination of the outstanding shares of Common Stock. The Company shall not effect any such consolidation, merger or
sale, unless, prior to the consummation thereof, the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets shall assume by written instrument executed and mailed or
delivered to the Holder, the obligation to deliver to the Holder such shares of stock, securities, other evidence of equity ownership or assets as, in accordance with the foregoing provisions, the Holder may be entitled to receive or otherwise
acquire. If a purchase, tender or exchange offer is made to and accepted by the holders of more than fifty (50%) percent of the outstanding shares of Common Stock, the Company shall not effect any consolidation, merger or sale with the person having
made such offer or with any affiliate of such person, unless prior to the consummation of such consolidation, merger or sale the Holder of this Warrant shall have been given a reasonable opportunity to then elect to receive upon the exercise of this
Warrant the amount of stock, securities, other evidence of equity ownership or assets then issuable with respect to the number of shares of Common Stock in accordance with such offer. 
 
(iv) In case the Company shall, at any time prior to exercise of this Warrant, consolidate or
merge with any other corporation or other entity (where the Company is not the surviving entity) or transfer all or substantially all of its assets to any other corporation or other entity, then the Company shall, as a condition precedent to such
transaction, cause effective provision to be made so that the Holder of this Warrant upon the exercise of this Warrant after the effective date of such transaction shall be entitled to receive the kind and amount of shares, evidences of indebtedness
and/or other securities or property receivable on such transaction by a holder of the number of shares of Common Stock as to which this Warrant was exercisable immediately prior to such transaction (without giving effect to any restriction upon such
exercise); and, in any such case, appropriate provision shall be made with respect to the rights and interest of the Holder of this Warrant to the end that the provisions of this Warrant shall thereafter be applicable (as nearly as may be
practicable) with respect to any shares, evidences of indebtedness or other securities or assets thereafter deliverable upon exercise of this Warrant. Upon the occurrence of any event described in this Section 4(iv), the holder of this Warrant shall
have the right to (i) exercise this Warrant immediately prior to such event at an Exercise Price equal to lesser of (1) the then Exercise Price or (2) the price per share of Common Stock paid in such event, or (ii) retain ownership of this Warrant,
in which event, appropriate provisions shall be made so that the Warrant shall be exercisable at the Holder’s option into shares of stock, securities or other equity ownership of the surviving or acquiring entity. 
 
Whenever the Exercise Price shall be adjusted pursuant to this
Section 4, the Company shall issue a certificate signed by its President or Vice President and by its Treasurer, Assistant Treasurer, Secretary or Assistant Secretary, setting forth, in reasonable detail, the event 
 

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requiring the adjustment, the
amount of the adjustment, the method by which such adjustment was calculated (including a description of the basis on which the Board of Directors of the Company made any determination hereunder), and the Exercise Price after giving effect to such
adjustment, and shall cause copies of such certificates to be mailed (by first-class mail, postage prepaid) to the Holder of this Warrant. The Company shall make such certificate and mail it to the Holder promptly after each adjustment.

 
No fractional shares of Common Stock shall be
issued in connection with any exercise of this Warrant, but in lieu of such fractional shares, the Company shall make a cash payment therefore equal in amount to the product of the applicable fraction multiplied by the Exercise Price then in effect.

 
5. In the event the Company grants rights (other
than rights granted pursuant to a shareholder rights or poison pill plan) to all shareholders to purchase Common Stock, the Holder shall have the same rights as if this Warrant had been exercised immediately prior to such grant. 
 
6. The shares of Common Stock issuable upon the exercise of
this Warrant shall be registered by the Company pursuant to a Form S-8 to be filed with the Securities and Exchange Commission on or prior to March 25, 2003. 
 
7. This Warrant need not be changed because of any change in the Exercise Price or in the number of shares of Common Stock purchased
hereunder. 
 
8. The terms defined in this
paragraph, whenever used in this Warrant, shall, unless the context otherwise requires, have the respective meanings hereinafter specified. The term “Common Stock” shall mean and include the Company’s Common Stock, $.001 par value per
share, authorized on the date of the original issue of this Warrant and shall also include in case of any reorganization, reclassification, consolidation, merger or sale of assets of the character referred to in Section 4 hereof, the stock,
securities or assets provided for in such paragraph. The term “Company” shall also include any successor corporation to Calypte Biomedical Corporation by merger, consolidation or otherwise. The term “outstanding” when used with
reference to Common Stock shall mean at any date as of which the number of shares thereof is to be determined, all issued shares of Common Stock, except shares then owned or held by or for the account of the Company. The term “1933 Act”
shall mean the Securities Act of 1933, as amended, or any successor Federal statute, and the rules and regulations of the Securities and Exchange Commission, or any other Federal agency then administering the 1933 Act, there-under, all as the same
shall be in effect at the time. 
 
9. This Warrant
is exchangeable, upon the surrender hereby by the Holder at the office or agency of the Company, for new Warrants of like tenor representing in the aggregate the right to subscribe for and purchase the number of shares of Common Stock which may be
subscribed for and purchased hereunder, each of such new Warrants to represent the right to subscribe for and purchase such number of shares of Common Stock as shall be designated by the Holder at the time of such surrender. Upon receipt of evidence
satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant or any such new Warrants and, in the case of any such loss, theft, or destruction, upon delivery of a bond of indemnity, reasonably satisfactory to the
Company, or, in the case of any such mutilation, upon surrender or cancellation of this Warrant or such new Warrants, the Company will issue to the Holder a new Warrant of like tenor, in lieu of this Warrant or such new Warrants, representing the
right to 
 

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subscribe for and purchase the number of shares of Common Stock which may be subscribed for and purchased
hereunder. 
 
10. The Company will at no time close
its transfer books against the transfer of this Warrant or of any shares of Common Stock issued or issuable upon the exercise of this Warrant in any manner which interferes with the timely exercise of this Warrant. This Warrant shall not entitle the
Holder to any voting rights or any rights as a shareholder of the Company. The rights and obligations of the Company, of the Holder, and of any holder of shares of Common Stock issuable hereunder, shall survive the exercise of this Warrant.

 
11. This Warrant sets forth the entire agreement
of the Company and the Holder of the Common Stock issuable upon the exercise of this Warrant with respect to the rights of the Holder and the Common Stock issuable upon the exercise of this Warrant, notwithstanding the knowledge of such Holder of
any other agreement or the provisions of any agreement, whether or not known to the Holder, and the Company represents that there are no agreements inconsistent with the terms hereof or which purport in any way to bind the Holder of this Warrant or
the Common Stock. 
 
12. The validity,
interpretation and performance of this Warrant and each of its terms and provisions shall be governed by the laws of the State of California. 
 
IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by its duly authorized officer under its corporate seal and dated as
of April    , 2003. 
 

	
	 CALYPTE BIOMEDICAL CORPORATION

	
	 By:
	 	

	 Name:
	 	 Richard D. Brountsein

	 Title:
	 	 Executive Vice President and CFO


 
 

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FORM OF
ELECTION TO PURCHASE 
 
(To be executed by the Holder to exercise
the right to purchase shares of Common Stock under the Warrant to which this form applies, issued by Calypte Biomedical Corporation (“Calypte”)) 
 
To Calypte Biomedical Corporation: 
 
The undersigned hereby irrevocably elects to purchase
                 shares of common stock, $0.001 par value per share, of Calypte (the “Common Stock”) and, if such Holder is not utilizing the
cashless exercise provisions set forth in this Warrant, encloses herewith $                 in cash, certified or official bank check or checks, which sum
represents the aggregate Exercise Price (as defined in the Warrant) for the number of shares of Common Stock to which this Form of Election to Purchase relates, together with any applicable taxes payable by the undersigned pursuant to the Warrant.

 
The undersigned requests that certificates for
the shares of Common Stock issuable upon this exercise be issued in the name of 
 

	 PLEASE INSERT SOCIAL SECURITY OR
 TAX IDENTIFICATION NUMBER

	
	

	 


 

(Please print name and address) 
 

	 Date:                 ,
         
	 	 Name of Holder:


 

	
	 	 	 (Print)
	 	

	
	 	 	 (By:)
	 	

	 	 	 (Name:)
	 	 
	 	 	 (Title:)
	 	 
	 	 	 (Signature must conform in all respects to
 name of holder as specified on the face of
 the Warrant)



 

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FORM OF
ASSIGNMENT 
 
[To be completed and
signed only upon transfer of Warrant] 
 
FOR VALUE
RECEIVED, the undersigned hereby sells, assigns and transfers unto                      the right represented by the within Warrant to
purchase                  shares of Common Stock of Calypte Biomedical Corporation to which the within Warrant relates and appoints
                 attorney to transfer said right on the books of Calypte Biomedical Corporation with full power of substitution in the premises. 
 

	 Dated:
	 	 	 	 
	
	                         ,         
	 	 	 	 
	
	 	 	 	 	

	 	 	 	 	 (Signature must conform in all respects to name of holder as
 specified on the face of the Warrant)

	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	
 Address of
Transferee

	
	 	 	 	 	

	
	 	 	 	 	

	
	 	 	 	 	 
	
	 In the presence of:
	 	 	 	 
	
	
	 	 	 	 

 
 

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