SECURITY AGREEMENTSecurity Agreement • November 13th, 2008 • Cardium Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
THIS SECURITY AGREEMENT (this “Agreement”), dated as of November 5, 2008, 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 Robert Marvin, in its 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 $6,000,000 (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. • November 13th, 2008 • 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 $5,000,000 of principal amount of Senior Secured Promissory Notes (the “Minimum Amount”) and up to a maximum of $6,000,000 of principal amount of Senior Secured Promissory Notes (the “Maximum Amount”). Each Senior 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 Three Hundred Percent (300%) of
NOTE AND WARRANT PURCHASE AGREEMENTNote and Warrant Purchase Agreement • November 13th, 2008 • Cardium Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
THIS NOTE AND WARRANT PURCHASE AGREEMENT (this “Agreement”) is made as of November 5, 2008 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.”
