COMMON STOCK PURCHASE WARRANT CARDIUM THERAPEUTICS, INC.Common Stock Purchase Warrant • June 16th, 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 commencing on the Initial Exercise Date and through and including June 11, 2014 (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).
PROMISSORY NOTE AND WARRANT PURCHASE AGREEMENTPromissory Note and Warrant Purchase Agreement • June 16th, 2009 • Cardium Therapeutics, Inc. • Biological products, (no disgnostic substances) • California
THIS PROMISSORY NOTE AND WARRANT PURCHASE AGREEMENT (this “Agreement”) is made as of June 11, 2009 by and between Cardium Therapeutics, Inc., a Delaware corporation (“Cardium” or the “Company” or the “Borrower”), and the individuals or entities listed on Schedule A hereto, each of which is herein referred to as a “Lender.”
Empire Asset Management Company New York, NY 10006 June 5, 2009Cardium Therapeutics, Inc. • June 16th, 2009 • Biological products, (no disgnostic substances) • New York
The undersigned, Cardium Therapeutics, Inc., a Delaware corporation (the “Cardium” or the “Borrower”), desires to offer for sale (the “Offering”) to certain “accredited investors” (each, an “Investor” and, collectively, the “Investors”) through Empire Asset Management Company as its non-exclusive placement agent (“Empire” or the “Placement Agent”) up to $750,000 of principal amount of Promissory Notes, with no minimum amount. Each 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 Sixty Seven Percent (67%) of the Principal Amount of Notes purchased (each, a “Warrant” and collectively, the “Warrants”), subject to adjustment and other contingencies as further described in the Warrants. The Notes and Warrants are hereinafter collectively referred to as the “Securities.”
