COMMON STOCK PURCHASE WARRANT CARDIUM THERAPEUTICS, INC.Common Stock Purchase Warrant • June 30th, 2008 • Cardium Therapeutics, Inc. • Biological products, (no disgnostic substances)
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the fifth year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Cardium Therapeutics, Inc., a Delaware corporation (the “Company”), up to shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 30th, 2008 • Cardium Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 27, 2008, between Cardium Therapeutics, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
Empire Asset Management CompanyCardium Therapeutics, Inc. • June 30th, 2008 • Biological products, (no disgnostic substances) • New York
This letter (the “Agreement”) constitutes the agreement between Empire Asset Management Company (“Empire” or the “Placement Agent”) and Cardium Therapeutics, Inc. (the “Company”), that Empire shall serve as the exclusive placement agent for the Company, on a “reasonable efforts” basis, in connection with the proposed placement (the “Placement”) of up to $3,250,000 of registered securities (the “Securities”) of the Company, including shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) and warrants to purchase shares of Common Stock (the “Warrants”). The terms of such Placement and the Securities shall be mutually agreed upon by the Company and the purchasers (each, a “Purchaser” and collectively, the “Purchasers”) and nothing herein constitutes that Empire would have the power or authority to bind the Company or any Purchaser or an obligation for the Company to issue any Securities or complete the Placement. This Agreement and the docume
AMENDMENT TO PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • June 30th, 2008 • Cardium Therapeutics, Inc. • Biological products, (no disgnostic substances)
This Amendment (“Amendment”) to the Placement Agent Agreement by and between Cardium Therapeutics, Inc., a Delaware corporation (“Company”), and Empire Asset Management Company (“Placement Agent”), dated effective as of June 20, 2008 (“Agreement”), is made and entered into effective as of June 27, 2008. Unless otherwise defined herein, capitalized terms shall have the meanings given them in the Agreement.
