Exhibit 2.6
CALYPTE BIOMEDICAL CORPORATION
0000 Xxxxxx Xxx Xxxxxxx
Xxxxxxx, XX 00000
January 24, 2001
Townsbury Investments Limited
c/o Mischon deReya Solicitors
00 Xxxxxxxxxxxx Xxx
Xxxxxx XX0X 0XX
Attention: Xxxxx Xxxx
RE: AMENDMENT TO COMMON STOCK PURCHASE AGREEMENT
Gentlemen:
Reference is made to that certain Common Stock Purchase Agreement (the
"Purchase Agreement"), dated November 2, 2000, between Calypte Biomedical
Corporation (the "Company") and Townsbury Investments Limited (the "Purchaser").
The Securities and Exchange Commission has advised the parties that in order to
register for resale the Common Stock to be purchased pursuant to the Purchase
Agreement, certain provisions of the Purchase Agreement must be deleted, revised
or amended.
In consideration of the mutual covenants and agreements contained
herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree to amend
and restate the following section of the Purchase Agreement as follows:
Section 1.1(p) "WARRANT" shall mean the Warrant as that term is
defined in Section 5.2(f) hereof.
Section 5.2(f) WARRANT. Prior to re-filing the Registration
Statement, the Purchaser shall receive a warrant to purchase up to
1,000,000 shares of Common Stock. The Warrant shall have a term from its
date of issuance of three (3) years. The exercise price of the Warrant
shall be $1.55, subject to adjustment therein. The Common Stock underlying
the Warrant will be registered in the Registration Statement referred to in
Section 4.3 hereof. The Warrant shall be in the form of EXHIBIT E hereto.
Section 5.3(d) MATERIAL ADVERSE EFFECT. No Material Adverse Effect
and no Consolidation Event where the successor entity has not agreed to
perform the Company's obligations shall have occurred, such occurrences to
be determined in accordance with Section 9.9.
Additionally, the parties agree to delete any and all references to
"Draw Down Warrants" in Section 2.2 of the Escrow Agreement, EXHIBIT B to the
Purchase Agreement and amend said provision to instruct the Escrow Agent to wire
95% of the Purchase Price of the Draw Down per
the written instructions of the Company, net of $1,500 as escrow expenses to the
Escrow Agent, and the remaining 5% of the Purchase Price as directed by
Ladenburg Xxxxxxxx & Co. Inc.
Finally, the parties agree that the Company shall issue and deliver the
Warrant to the Purchaser on the date hereof.
Except as specifically amended by the terms of this letter, the
Purchase Agreement and its exhibits shall remain unmodified and in full force
and effect, and shall not be in any way changed, modified or superseded by the
terms set forth herein. All terms used but not defined in this letter shall have
the meanings set forth in the Purchase Agreement.
This Agreement may be executed in any number of counterparts, all of
which taken together shall constitute one and the same instrument and shall
become effective when counterparts have been signed by each party and delivered
to the other parties hereto, it being understood that all parties need not sign
the same counterpart. Execution may be made by delivery by facsimile.
If the foregoing correctly sets forth our understanding and agreement,
please so indicate by signing where indicated below.
CALYPTE BIOMEDICAL CORPORATION
By: /s/ XXXXX XXXX
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Xxxxx Xxxx, President & CEO
ACCEPTED AND AGREED TO:
TOWNSBURY INVESTMENTS LIMITED
By: /s/ XXXX XXXXXXX
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Name: Xxxx Xxxxxxx
Title: Director
