COMMON STOCK PURCHASE WARRANT CARDIUM THERAPEUTICS, INC.Common Stock Purchase Warrant • March 5th, 2009 • 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).
SECURITY AGREEMENTSecurity Agreement • March 5th, 2009 • Cardium Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
THIS SECURITY AGREEMENT (this “Agreement”), dated as of February 27, 2009, is made by and between InnerCool Therapies, Inc., a Delaware corporation (“InnerCool”), Tissue Repair Company, a Delaware corporation (“TRC”) and Cardium Therapeutics, Inc., a Delaware corporation (“Cardium” or the “Company” and, together with InnerCool and TRC, individually, a “Grantor,” and collectively, the “Grantors”) and Dr. Robert Marshall, in his capacity as collateral agent (the “Collateral Agent”) for the benefit of the holders of those certain notes described below in the aggregate principal amount of up to $3,500,000 (each an “Investor” and collectively, the “Investors”) to be issued by Grantors from time to time on and after the date hereof, pursuant to that certain Note and Warrant Purchase Agreement of even date by and among Grantors and each of the Investors (the “Purchase Agreement”).
Empire Asset Management Company New York, NY 10006Cardium Therapeutics, Inc. • March 5th, 2009 • Biological products, (no disgnostic substances) • New York
The undersigned, Cardium Therapeutics, Inc., a Delaware corporation (the “Cardium”), together with its wholly-owned subsidiaries InnerCool Therapies, Inc. and Tissue Repair Company (collectively, the “Subsidiaries” and together with Cardium, the “Borrowers”) desire to offer for sale (the “Offering”) to certain “accredited investors” (each, an “Investor” and, collectively, the “Investors”) through Empire Asset Management Company (“Empire” or the “Placement Agent”) a minimum of $2,500,000 of principal amount of Senior Subordinated Secured Promissory Notes (the “Minimum Amount”) and up to a maximum of $3,500,000 of principal amount of Senior Secured Promissory Notes (the “Maximum Amount”). Each Senior Subordinated Secured Promissory Note is sometimes referred to as a “Note” and collectively as the “Notes”). In connection with its investment, Cardium will issue to the Investors warrants to purchase shares of its common stock, par value $0.0001 per share (the “Common Stock”) equal to Forty
NOTE AND WARRANT PURCHASE AGREEMENTNote and Warrant Purchase Agreement • March 5th, 2009 • Cardium Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
THIS NOTE AND WARRANT PURCHASE AGREEMENT (this “Agreement”) is made as of February 27, 2009 by and among InnerCool Therapies, Inc., a Delaware corporation (“InnerCool”), Tissue Repair Company, a Delaware corporation (“TRC”) and Cardium Therapeutics, Inc., a Delaware corporation (“Cardium” or the “Company” and, together with InnerCool and TRC, individually, a “Borrower,” and collectively, the “Borrowers”), and the investors listed on Schedule A hereto, each of which is herein referred to as an “Investor.”
