Unassociated Document


    SEVENTH
      AMENDMENT TO 2005 CREDIT FACILITY

     

    THIS
      SEVENTH AMENDMENT TO 2005 CREDIT FACILITY AGREEMENT (this "Amendment")
      is
      made as of December 3, 2007, by and among Calypte Biomedical Corporation, a
      Delaware corporation ("Issuer"),
      and
      Marr Technologies, BV, a limited liability company established in the
      Netherlands ("Purchaser").
      Unless otherwise defined herein, all capitalized terms used herein shall have
      the meanings given to them in the Credit Facility referred to
      below.

     

    WHEREAS,
      Issuer and Purchaser are parties to the 2005 Credit Facility Agreement dated
      as
      of April 4, 2005, Amendment to 2005 Credit Facility dated as of November 30,
      2005, Second Amendment to 2005 Credit Facility dated as of February 22, 2006,
      Third Amendment to 2005 Credit Facility dated as of July 6, 2006, Fourth
      Amendment to 2005 Credit Facility dated as of December 22, 2006, Fifth Amendment
      to 2005 Credit Facility dated as of February 6, 2007, and Sixth Amendment to
      2005 Credit Facility dated as of March 21, 2007 (collectively, the "Credit
      Facility");
      and

     

    WHEREAS,
      the Issuer has agreed that if the Purchaser immediately exercises all of the
      currently outstanding warrants issued to it by the Issuer 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 Issuer 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 Issuer
      agree, for a period of one (1) year from the date of this Amendment (the
“Term”),
      to
      give the Purchaser the right to convert the principal amount of the Notes then
      outstanding together with any accrued and unpaid interest thereunder into shares
      of common stock of the Issuer (the “Common
      Stock”)
      at the
      conversion price of $0.16 per share (the “Conversion
      Price”).

     

    NOW,
      THEREFORE, for good and valuable consideration, the receipt and sufficiency
      of
      which are hereby acknowledged, Issuer and Purchaser agree as
      follows:

     

    1. A
      new
      Section IV is hereby added to the Credit Facility to read in its entirety as
      follows:

     

    "IV. Conversion.

     

    a.
      At
      the
      Option of the Purchaser:
      During
      the Term, all or any portion of the principal amount of the Notes then
      outstanding issued hereunder together with any accrued and unpaid interest
      thereunder shall be convertible into shares of Common Stock at the Conversion
      Price, at the option of the Purchaser, at any time and from time to time. The
      Purchaser may effect conversions under this Section IV.a., by delivering to
      the
      Issuer a conversion notice, in the form attached hereto as Exhibit
      A
      (the
“Conversion
      Notice”),
      together with a schedule, in the form of Schedule
      1
      attached
      hereto (the “Conversion
      Schedule”).
      

     

    b.
      At
      the
      Option of the Issuer.
      The
      Issuer may deliver a written notice (an “Issuer
      Conversion Notice”)
      to the
      Purchaser within five days after any day (such day, the “Test
      Date”)
      on
      which the conditions in (i), (ii) and (iii) below shall be satisfied, stating
      its irrevocable election to convert at the Conversion Price of all (but not
      less
      than all) of the outstanding principal amount of this Note, provided
      that:
      (i) the VWAP (as defined below) for each of the 20 consecutive trading days
      prior to the Test Date is greater than the price per share derived by
      multiplying the Conversion Price by the number two (2), (ii) the average daily
      trading volume of the Common Stock during the entire period referred to in
      clause (i) of this Section IV.b. shall be at least 450,000 shares, and (iii)
      no
      Event of Default shall exist. Notwithstanding anything to the contrary set
      forth
      in this Note, the Purchaser shall have the right to nullify such Issuer
      Conversion Notice if any of the conditions set forth in this Section IV.b.
      shall
      not have been met on each date during the entire period referred to in clause
      (i) above. The Issuer covenants and agrees that it will honor all Conversion
      Notices tendered from the time of delivery of the Issuer Conversion Notice
      through 5:00 p.m. (Pacific Standard Time) on the trading day prior to the Issuer
      Conversion Date. For purposes of this Amendment, “VWAP”
      means,
      with respect to any date of determination, the daily volume weighted average
      price (as reported by Bloomberg using the VAP function) of the Common Stock
      on
      such date of determination, or if there is no such price on such date of
      determination, then the daily volume weighted average price on the date nearest
      preceding such date.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    c.
      Mechanics
      of Conversion.
      The
      number of shares of Common Stock issuable upon any conversion hereunder shall
      equal the outstanding principal amount of this Note to be converted, divided
      by
      the Conversion Price on the Conversion Date (or the Issuer Conversion Date),
      plus (if indicated in the applicable Conversion Notice or the Issuer Conversion
      Notice) the amount of any accrued but unpaid interest on this Note through
      the
      Conversion Date (or the Issuer Conversion Date), divided by the Conversion
      Price
      on the Conversion Date (or the Issuer Conversion Date).

     

    The
      Issuer shall promptly issue or cause to be issued and cause to be delivered
      to
      or upon the written order of the Purchaser and in such name or names as the
      Purchaser may designate a certificate for the shares issuable upon such
      conversion. The Purchaser, or any person so designated by the Purchaser to
      receive shares, shall be deemed to have become holder of record of such shares
      as of such Conversion Date (or the Issuer Conversion Date). The Purchaser shall
      not be required to deliver the original Note in order to effect a conversion
      hereunder. Execution and delivery of the Conversion Notice shall have the same
      effect as cancellation of the Note and issuance of a new Note representing
      the
      remaining outstanding principal amount. 

     

    d.
      Expiration
      of Conversion.
      At the
      end of the Term, this Article IV will automatically expire without the need
      for
      any additional action on the part of either the Issuer or the Purchaser or
      amendment of the Credit Facility.”

     

    
      
        
        

      

      
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    2. Governing
      Law.
      This
      Amendment shall be governed by and construed under the laws of the State of
      Delaware, without regard to the conflicts of laws principles of the State of
      Delaware. 

     

    3. Miscellaneous.
      Neither
      this Amendment nor any provision hereof may be changed, waived discharged or
      terminated orally, but only by an instrument in writing signed by the party
      against which enforcement of the change, waiver, discharge or termination is
      sought. This Amendment shall be binding upon Issuer and its successors and
      assigns, and all persons claiming under or through Issuer or any such successor
      or assign, and shall inure to the benefit of and be enforceable by Purchaser
      and
      its successors and assigns.

     

    4. Execution.
      This
      Amendment may be executed in two or more counterparts, all of which when taken
      together shall be considered one and the same agreement. In the event that
      any
      signature is delivered by facsimile transmission, such signature shall create
      a
      valid and binding obligation of the party executing with the same force and
      effect as if such facsimile signature page were an original
      thereof.

     

    5. Effect
      of Amendment.
      Except
      for the amendment provided for herein, the Credit Facility shall remain
      unchanged and in full force and effect.

     

    IN
      WITNESS WHEREOF,
      each of
      the parties hereto has caused a counterpart of this Seventh Amendment to Credit
      Facility to be duly executed and delivered as of the date first above
      written.

     

    
      	 	 	 
	 	CALYPTE
              BIOMEDICAL
              CORPORATION
	 
 	 
 	 
 
	 	By:  	 /s/
              Roger I.
              Gale
	 	 	 
	 	Its:	Chief
              Executive Officer
	 	 	 
	 	Date:	December
              5, 2007


    

    


    
      	 	 	 
	 	MARR
              TECHNOLOGIES,
              BV
	 
 	 
 	 
 
	 	By:  	/s/
              C.
              Strik
	 	 	C.
              Strik
	 	Its:	Director
	 	 	 
	 	Date:	December
              4, 2007


    

       

    
      
        
        

      

      
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    EXHIBIT
      A

     

    CONVERSION
      NOTICE

     

    (To
      be
      Executed by the Purchaser in order to convert Notes)

     

    The
      undersigned hereby elects to convert the principal amount of Note indicated
      below, into shares of Common Stock of Calypte Biomedical Corporation, as of
      the
      date written below. If shares are to be issued in the name of a person other
      than undersigned, the undersigned will pay all transfer taxes payable with
      respect thereto and is delivering herewith such certificates and opinions as
      reasonably requested by the Issuer in accordance therewith. No fee will be
      charged to the Purchaser for any conversion, except for such transfer taxes,
      if
      any. All terms used in this notice shall have the meanings set forth in the
      Note.

     

    
      
        	Conversion
                calculations:	 
	 	Date to Effect
                Conversion
	 	 
	 	Principal amount of Note
                owned
                prior to conversion
	 	 
	 	Principal amount of Note
                to be
                Converted
	 	 
	 	Principal amount of Note
                remaining
                after Conversion
	 	 
	 	Number of shares of Common
                Stock to
                be Issued
	 	 
	 	Name of Investor
	 	 	
              
	 	By:
                	 
	 	 	Name:
	 	 	Title:


      

    

     

    
      
        
        

      

      
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    Schedule
      1

     

    CONVERSION
      SCHEDULE

     

    This
      Conversion Schedule reflects conversions made under the above referenced
      Notes.

     

    Dated:

    
      	
              Date
                of Conversion

            	
              Amount
                of Conversion

            	
              Aggregate
                Principal Amount Remaining Subsequent to Conversion

            
	 	 	 
	 	 	 
	
               

            	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


    

     

    
      
        
        

      

      
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