SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 6th, 2007 • Cardium Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
This Securities Purchase Agreement, dated on and as of the latest date set forth on the signature page hereto (this “Agreement”), is made between Cardium Therapeutics, Inc., a Delaware corporation (the “Company”), the undersigned purchaser(s) (each a “Purchaser” and collectively, the “Purchasers”) and each assignee of a Purchaser who becomes a party hereto.
Re: Placement Agent Agreement Between Oppenheimer and Cardium TheraputicsCardium Therapeutics, Inc. • March 6th, 2007 • Biological products, (no disgnostic substances) • New York
The undersigned, Cardium Therapeutics, Inc., a Delaware corporation (the “Company”), hereby agrees (the “Agreement”) with Oppenheimer & Co. Inc. (“Oppenheimer” or “Placement Agent”) as follows:
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUED UPON ITS EXERCISE ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN SECTION 5 OF THIS WARRANTCardium Therapeutics, Inc. • March 6th, 2007 • Biological products, (no disgnostic substances) • New York
Cardium Therapeutics, Inc., a Delaware corporation (the “Company”), for value received, hereby certifies that [ ], or its registered assigns (the “Registered Holder”), is entitled, subject to the terms and conditions set forth below, to purchase from the Company, at any time or from time to time on or after [the date hereof] and on or before 5:00 p.m. (Eastern time) on [ ], 2012 (the “Exercise Period”), [ ] shares of Common Stock, $0.0001 par value per share, of the Company (“Common Stock”), at a purchase price of $3.75 per share. The shares purchasable upon exercise of this Warrant, and the purchase price per share, each as adjusted from time to time pursuant to the provisions of this Warrant, are hereinafter referred to as the “Warrant Shares” and the “Purchase Price,” respectively. This Warrant is one of a series of Warrants issued by the Company in connection with a private placement of Common Stock and of like tenor, except as to the number of shares of Common Stock subject theret
