Mr. Christopher J. Reinhard February 16, 2010 President and CEO Cardium Therapeutics, Inc. 12255 El Camino Real, Suite 250 San Diego, CA 92130Placement Agent Agreement • February 18th, 2010 • Cardium Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
The purpose of this letter agreement (“Agreement”) is to confirm the engagement of Dawson James Securities, Inc. (“DJS” or the “Placement Agent”) by Cardium Therapeutics, Inc. (the “Company”) to act, subject to the terms of this Agreement, as the exclusive Placement Agent for the Company, on a “reasonable best efforts” basis, in connection with the proposed placement (the “Placement”) of up to $10 million of the Company’s registered securities (the “Securities”). The terms of such Placement and the Securities shall be mutually agreed upon by the Company and the purchasers (each, a “Purchaser” or an “Investor” and collectively, the “Purchasers” or the “Investors”) and nothing herein constitutes that DJS 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 documents executed and delivered by the Company and the Purchasers in connection with the Placement shall be c
Cardium Therapeutics, Inc. and Computershare Trust Company, N.A., Warrant Agent Warrant Agreement Dated as of , 2010Warrant Agreement • February 18th, 2010 • Cardium Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
WARRANT AGREEMENT, dated as of , 2010 (“Agreement”), between Cardium Therapeutics, Inc., a Delaware corporation (the “Company”), Computershare, Inc., a Delaware corporation and its wholly owned subsidiary Computershare Trust Company, N.A., national banking association (collectively, the “Warrant Agent” or individually “Computershare” and the “Trust Company”, respectively).
