0001437749-12-005549 Sample Contracts

Contract
Subsidiary Guarantee • May 29th, 2012 • AtheroNova Inc. • Pharmaceutical preparations • California
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COMMON STOCK PURCHASE WARRANT ATHERONOVA INC.
Common Stock Purchase Warrant • May 29th, 2012 • AtheroNova Inc. • Pharmaceutical preparations

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 Issue Date (as defined above) and on or prior to the close of business on the date immediately prior to the 66th monthly anniversary of the Issue Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from AtheroNova 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).

12% CONVERTIBLE NOTE
Convertible Security Agreement • May 29th, 2012 • AtheroNova Inc. • Pharmaceutical preparations • California

THIS NOTE (this “Note”) is one of a series of duly authorized and validly issued 12% Convertible Notes (the “Notes”) of AtheroNova Inc., a Delaware corporation (the “Company”), having its principal place of business at 2301 Dupont Drive, Suite 525, Irvine, CA 92612.

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • May 29th, 2012 • AtheroNova Inc. • Pharmaceutical preparations • California

This Securities Purchase Agreement (this “Agreement”) is dated as of May 14, 2012 among AtheroNova 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”).

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