SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 21st, 2008 • Cardium Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 18, 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”).
COMMON STOCK PURCHASE WARRANT CARDIUM THERAPEUTICS, INC.Common Stock Purchase Warrant • July 21st, 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).
Empire Asset Management CompanyPlacement Agent Agreement • July 21st, 2008 • Cardium Therapeutics, Inc. • 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 $3,340,380 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
ESCROW DEPOSIT AGREEMENTEscrow Deposit Agreement • July 21st, 2008 • Cardium Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
This ESCROW DEPOSIT AGREEMENT (this “Agreement”) dated as of the 2nd day of July 2008, by and among Cardium Therapeutics, Inc., a Delaware corporation (the “Company”), having an address at 3611 Valley Centre Drive, Suite 525, San Diego, California 92130, Empire Asset Management Company (“Placement Agent”), having an address at 2 Rector Street, 15th Floor, New York, NY 10006 and SIGNATURE BANK (the “Escrow Agent”), a New York State chartered bank, having an office at 261 Madison Avenue, New York NY 10016. All capitalized terms not herein defined shall have the meaning ascribed to them in that certain Securities Purchase Agreement dated as of the closing date of the Offering, as amended or supplemented from time-to-time, including all attachments, schedules and exhibits thereto (the “Purchase Agreement”).
