November 5, 2008 Uses in Note and Warrant Purchase Agreement Clause

Note and Warrant Purchase Agreement from Senior Secured Promissory Note

FOR VALUE RECEIVED, CARDIUM THERAPEUTICS, INC., INNERCOOL THERAPIES, INC. AND TISSUE REPAIR COMPANY, each Delaware corporations (individually a Borrower and collectively, the Borrowers), jointly and severally promise to pay to the order of , or its registered assigns (Holder), the principal sum of dollars ($ ) with interest on the outstanding principal amount at a rate of twelve percent (12%) per annum (computed on the basis of actual calendar days elapsed and a year of 365 days) or, if less, at the highest rate of interest then permitted under applicable law; provided, however, upon any nonpayment of any principal hereof, such unpaid amount shall bear interest from the date of nonpayment until such amount is paid in full at eighteen percent (18%) per annum (computed on the basis of actual calendar days elapsed and a year of 365 days) or, if less, at the highest rate permitted by applicable law (the Default Rate). Interest sha

Note and Warrant Purchase Agreement. This note (the Note) is issued pursuant to the terms of that certain Note and Warrant Purchase Agreement (the Agreement) dated as of November 5, 2008, by and among the Company and the investors set forth in the Schedule of Investors attached thereto as Exhibit A. This Note is one of a series of notes (the Notes) having like tenor and effect (except for variations necessary to express the name of the holder, the principal amount of each of the Notes and the date on which each Note is issued) issued or to be issued by the Company in accordance with the terms of the Agreement. The Notes shall rank equally without preference or priority of any kind over one another, and all payments on account of principal and interest with respect to any of the Notes shall be applied ratably and proportionately on the outstanding Notes on the basis of the principal amount of the outstanding indebtedness represented thereby.