Warrant Purchase Agreement Uses in Definitions Clause

Definitions from Common Stock Underwriting Agreement

Zogenix, Inc., a Delaware corporation (the Company), confirms its agreement with Stifel, Nicolaus & Company, Incorporated (Stifel), Leerink Swann LLC (Leerink) and each of the other Underwriters named in Schedule I hereto (collectively, the Underwriters, which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Stifel and Leerink are acting as representatives (in such capacity, the Representatives), with respect to the issue and sale by the Company of 26,666,667 shares (the Initial Securities) of the Companys common stock, par value $0.001 per share (the Common Stock), and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of Initial Securities set forth in said Schedule I hereto, and with respect to the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of the 4,000,000 additional shares o

Definitions. As used in this Agreement, the following terms have the respective meanings set forth below: Applicable Time means 6:00 p.m. (New York City time) on November 5, 2013, or such other time as agreed by the Company and the Representatives. Capital Stock means any Common Stock, Preferred Stock or other capital stock of the Company. Commission means the Securities and Exchange Commission. Company Documents means (i) all Subject Instruments and (ii) all other contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, swap agreements, leases, licenses, sub-licenses, warrants or other instruments or agreements to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject. DTC means The Depository Trust Company. EDGAR means the Commissions Electronic Data Gathering, Analysis and Retrieval System. ERISA means the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder. Existing Credit Agreements means (i) the Second Amended and Restated Loan and Security Agreement dated as of October 8, 2010, among the Company, Oxford Finance Corporation, as administrative agent, and the other parties thereto, as amended by the First Amendment thereto dated as of June 30, 2011, among the Company, Oxford Finance LLC, as successor in interest to Oxford Finance Corporation, as administrative agent, and the other parties thereto, and (ii) the Royalty Financing Agreement, each as amended or further amended, supplemented or restated, if applicable, and in each case including any promissory notes, pledge agreements, security agreements, mortgages, guarantees and other instruments or agreements entered into by the Company or any of its subsidiaries in connection therewith or pursuant thereto, in each case as amended, supplemented or restated, if applicable. Existing Warrants means any warrants to purchase Common Stock outstanding on the date of this Agreement. FCPA means the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder. FINRA means the Financial Industry Regulatory Authority, Inc. or the National Association of Securities Dealers, Inc., or both, as the context shall require. GAAP means generally accepted accounting principles. Initial Registration Statement means the Companys registration statement on Form S3 (Registration No. 333-185901), as amended (if applicable), including the documents incorporated or deemed to be incorporated by reference therein pursuant to Item 12 of Form S3 under the 1933 Act and the Rule 430B Information; provided that any Rule 430B Information shall be deemed to be part of the Initial Registration Statement only from and after the time such information is deemed, pursuant to Rule 431B, to be part of the Initial Registration Statement. Investors Rights Agreement means the Third Amended and Restated Investors Rights Agreement dated as of December 2, 2009, as amended by the Amendment thereto effective as of July 1, 2010 and the Second Amendment thereto effective as of the closing of the transactions contemplated by the Royalty Financing Agreement, among the Company and the other parties thereto, and as the same may have been further amended, supplemented or restated, if applicable. Issuer Free Writing Prospectus means any issuer free writing prospectus, as defined in Rule 433, relating to the Securities that (i) is required to be filed with the Commission by the Company, (ii) is a road show that is a written communication within the meaning of Rule 433(d)(8)(i), whether or not required to be filed with the Commission, or (iii) is exempt from filing pursuant to Rule 433(d)(5)(i) because it contains a description of the Securities or of the offering that does not reflect the final terms, and all free writing prospectuses that are listed in Schedule III hereto, in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained or required to be retained in the Companys records pursuant to Rule 433(g). Issuer General Use Free Writing Prospectus means any Issuer Free Writing Prospectus that is intended for general distribution to prospective investors, as evidenced by its being specified in Schedule III hereto. Issuer Limited Use Free Writing Prospectus means any Issuer Free Writing Prospectus that is not an Issuer General Use Free Writing Prospectus. Lien means any security interest, mortgage, pledge, lien, encumbrance, claim or equity. Lock-Up Period means the period beginning on and including the date of this Agreement through and including the date that is the 90th day after the date of this Agreement, subject to extension of such period as provided herein. NYSE means the New York Stock Exchange. OFAC means the Office of Foreign

Definitions from Common Stock Underwriting Agreement

Zogenix, Inc., a Delaware corporation (the Company), confirms its agreement with Stifel, Nicolaus & Company, Incorporated (Stifel), Wells Fargo Securities, LLC (Wells Fargo) and each of the other Underwriters named in Schedule I hereto (collectively, the Underwriters, which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Stifel and Wells Fargo are acting as representatives (in such capacity, the Representatives), with respect to the issue and sale by the Company of 32,500,000 units (the Initial Securities), each unit consisting of (i) one share (each, a Share) of the Companys common stock, par value $0.001 per share (the Common Stock) and (ii) a warrant to purchase 0.45 of a share of Common Stock (each, a Warrant), and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of Initial Securities set forth in said Schedule I hereto, and with respect to the grant by the Company to the Underw

Definitions. As used in this Agreement, the following terms have the respective meanings set forth below: Applicable Time means 8:15 a.m. (New York City time) on July 24, 2012, or such other time as agreed by the Company and the Representatives. Capital Stock means any Common Stock, Preferred Stock or other capital stock of the Company. Commission means the Securities and Exchange Commission. Company Documents means (i) all Subject Instruments and (ii) all other contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, swap agreements, leases, licenses, sub-licenses, warrants or other instruments or agreements to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject. DTC means The Depository Trust Company. EDGAR means the Commissions Electronic Data Gathering, Analysis and Retrieval System. ERISA means the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder. Existing Credit Agreements means (i) the Second Amended and Restated Loan and Security Agreement dated as of October 8, 2010, among the Company, Oxford Finance Corporation, as administrative agent, and the other parties thereto, as amended by the First Amendment thereto dated as of June 30, 2011, among the Company, Oxford Finance LLC, as successor in interest to Oxford Finance Corporation, as administrative agent, and the other parties thereto, and (ii) the Royalty Financing Agreement, each as amended or further amended, supplemented or restated, if applicable, and in each case including any promissory notes, pledge agreements, security agreements, mortgages, guarantees and other instruments or agreements entered into by the Company or any of its subsidiaries in connection therewith or pursuant thereto, in each case as amended, supplemented or restated, if applicable. Existing Warrants means any warrants to purchase Common Stock outstanding on the date of this Agreement. FCPA means the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder. FINRA means the Financial Industry Regulatory Authority, Inc. or the National Association of Securities Dealers, Inc., or both, as the context shall require. GAAP means generally accepted accounting principles. Initial Registration Statement means the Companys registration statement on Form S3 (Registration No. 333-179337), as amended (if applicable), including the documents incorporated or deemed to be incorporated by reference therein pursuant to Item 12 of Form S3 under the 1933 Act and the Rule 430B Information; provided that any Rule 430B Information shall be deemed to be part of the Initial Registration Statement only from and after the time such information is deemed, pursuant to Rule 431B, to be part of the Initial Registration Statement. Investors Rights Agreement means the Third Amended and Restated Investors Rights Agreement dated as of December 2, 2009, as amended by the Amendment thereto effective as of July 1, 2010 and the Second Amendment thereto effective as of the closing of the transactions contemplated by the Royalty Financing Agreement, among the Company and the other parties thereto, and as the same may have been further amended, supplemented or restated, if applicable. Issuer Free Writing Prospectus means any issuer free writing prospectus, as defined in Rule 433, relating to the Securities that (i) is required to be filed with the Commission by the Company, (ii) is a road show that is a written communication within the meaning of Rule 433(d)(8)(i), whether or not required to be filed with the Commission, or (iii) is exempt from filing pursuant to Rule 433(d)(5)(i) because it contains a description of the Securities or of the offering that does not reflect the final terms, and all free writing prospectuses that are listed in Schedule III hereto, in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained or required to be retained in the Companys records pursuant to Rule 433(g). Issuer General Use Free Writing Prospectus means any Issuer Free Writing Prospectus that is intended for general distribution to prospective investors, as evidenced by its being specified in Schedule III hereto. Issuer Limited Use Free Writing Prospectus means any Issuer Free Writing Prospectus that is not an Issuer General Use Free Writing Prospectus. Lien means any security interest, mortgage, pledge, lien, encumbrance, claim or equity. Lock-Up Period means the period beginning on and including the date of this Agreement through and including the date that is the 90th day after the date of this Agreement, subject to extension of such period as provided herein. NYSE means the New York Stock Exchange. OFAC means the Office of Foreign As

Definitions from Common Stock Underwriting Agreement

Zogenix, Inc., a Delaware corporation (the Company), confirms its agreement with Leerink Swann LLC (Leerink), Wells Fargo Securities, LLC (Wells Fargo) and each of the other Underwriters named in Exhibit A hereto (collectively, the Underwriters, which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Leerink and Wells Fargo are acting as representatives (in such capacity, the Representatives), with respect to the issue and sale by the Company of 12,000,000 shares (the Initial Securities) of the Companys common stock, par value $0.001 per share (the Common Stock), and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of Initial Securities set forth in said Exhibit A hereto, and with respect to the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of the 1,800,000 additional shares of Com

Definitions. As used in this Agreement, the following terms have the respective meanings set forth below: Applicable Time means [] [a.m./p.m.] (New York City time) on September [], 2011 or such other time as agreed by the Company and the Representatives. Capital Stock means any Common Stock, Preferred Stock or other capital stock of the Company. Commission means the Securities and Exchange Commission. Company Documents means (i) all Subject Instruments and (ii) all other contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, swap agreements, leases, licenses, sub-licenses, warrants or other instruments or agreements to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject. DTC means The Depository Trust Company. EDGAR means the Commissions Electronic Data Gathering, Analysis and Retrieval System. ERISA means the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder. Existing Credit Agreements means (i) the Second Amended and Restated Loan and Security Agreement dated as of October 8, 2010, among the Company, Oxford Finance Corporation, as administrative agent, and the other parties thereto, as amended by the First Amendment thereto dated as of June 30, 2011, among the Company, Oxford Finance LLC, as successor in interest to Oxford Finance Corporation, as administrative agent, and the other parties thereto, and (ii) the Royalty Financing Agreement, each as amended or further amended, supplemented or restated, if applicable, and in each case including any promissory notes, pledge agreements, security agreements, mortgages, guarantees and other instruments or agreements entered into by the Company or any of its subsidiaries in connection therewith or pursuant thereto, in each case as amended, supplemented or restated, if applicable. Existing Warrants means any warrants to purchase Common Stock outstanding on the date of this Agreement. FCPA means the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder. FINRA means the Financial Industry Regulatory Authority, Inc. or the National Association of Securities Dealers, Inc., or both, as the context shall require. GAAP means generally accepted accounting principles. Initial Registration Statement means the Companys registration statement on Form S-1 (Registration No. 333-176443), as amended, including the Rule 430A Information. Investors Rights Agreement means the Third Amended and Restated Investors Rights Agreement dated as of December 2, 2009, as amended by the Amendment thereto effective as of July 1, 2010 and the Second Amendment thereto effective as of the closing of the transactions contemplated by the Royalty Financing Agreement, among the Company and the other parties thereto, and as the same may have been further amended, supplemented or restated, if applicable. Issuer Free Writing Prospectus means any issuer free writing prospectus, as defined in Rule 433, relating to the Securities that (i) is required to be filed with the Commission by the Company, (ii) is a road show that is a written communication within the meaning of Rule 433(d)(8)(i), whether or not required to be filed with the Commission, or (iii) is exempt from filing pursuant to Rule 433(d)(5)(i) because it contains a description of the Securities or of the offering that does not reflect the final terms, and all free writing prospectuses that are listed in Exhibit H hereto, in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained or required to be retained in the Companys records pursuant to Rule 433(g). Issuer General Use Free Writing Prospectus means any Issuer Free Writing Prospectus that is intended for general distribution to prospective investors, as evidenced by its being specified in Exhibit H hereto. Issuer Limited Use Free Writing Prospectus means any Issuer Free Writing Prospectus that is not an Issuer General Use Free Writing Prospectus. Lien means any security interest, mortgage, pledge, lien, encumbrance, claim or equity. Lock-Up Period means the period beginning on and including the date of this Agreement through and including the date that is the 90th day after the date of this Agreement, subject to extension of such period as provided herein. NYSE means the New York Stock Exchange. OFAC means the Office of Foreign Assets Control of the U.S. Treasury Department. Organizational Documents means (a) in the case of a corporation, its charter and by-laws; (b) in the case of a limited or general partnership, its partnership certificate, certificate of formation or similar organizational document and its partnership agreement; (c) in the case of a limited liability company, its articles of organ

Definitions

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED IN THE ABSENCE OF REGISTRATION THEREUNDER OR AN EXEMPTION THEREFROM.

Definitions. For purposes of this Note, the following terms shall have the following meanings (capitalized terms used herein but not otherwise defined shall have the meanings provided therefor in the Agreement (as defined below)): Act means the Securities Act of 1933, as amended. Affiliate shall mean with respect to any Person, any other Person (i) which directly or indirectly through one or more intermediaries Controls, or is Controlled by, or is under common Control with, such first Person, (ii) which beneficially owns or holds 10% or more of any class of the voting stock of such first Person, or (iii) whereby 10% or more of the voting stock (or in the case of a Person which is not a corporation, 10% or more of the equity interest) of such other Person is beneficially owned or held by such first Person or by a Subsidiary of such first Person. Business Day means any day which is not a Saturday or Sunday or a legal holiday on which banks are authorized or required to be closed in San Diego, California. Common Stock means the common stock of the Company, par value $0.0001 per share, and any other class of securities into which such securities may hereafter be reclassified or changed into. Common Stock Equivalents means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock. Change of Control means any person or group (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a person or group shall be deemed to have beneficial ownership of all securities that such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time (such right, an option right)), directly or indirectly, of 50% or more of the equity securities of the Company entitled to vote for members of the board of directors or equivalent governing body of the Company on a fully-diluted basis. Exchange Act means the Securities Exchange Act of 1934, as amended. GAAP means generally accepted principles of good accounting practice in the United States, consistently applied. Material Adverse Effect shall mean an event, matter, condition or circumstance which (i) has or would reasonably be expected to have a material adverse effect on the business, properties, results of operations or financial condition of the Borrower on a consolidated basis; (ii) would materially impair the ability of the Borrower or any other Person to perform or observe its obligations under or in respect of the Transaction Documents; or (iii) affects the legality, validity, binding effect or enforceability of any of the Transaction Documents. Organic Document means, relative to any Person, its articles or certificate of incorporation, or certificate of limited partnership or formation, its bylaws, partnership or operating agreement or other organizational documents, and all stockholders agreements, voting trusts and similar arrangements applicable to any of its capital stock, partnership interests or other ownership interests. Qualified Asset Monetization shall mean the sale, license or other transfer or disposition of assets of the Company or any Subsidiary which results in the Company or any Subsidiary receiving gross proceeds of at least $10,000,000 at the time of closing of such transaction. Qualified Financing shall mean any equity or debt financing transaction consummated by the Company or any Subsidiary which results in the Company or any Subsidiary receiving gross proceeds of at least $10,000,000 at the time of closing of such transaction. Qualified Stock Sale shall mean the sale of capital stock of any Subsidiary which results in the receipt of gross proceeds of at least $10,000,000 at the time of closing of such transaction. Person shall mean an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof. Requisite Holders mean holders of a majority of the aggregate principal amount of outstanding Notes as of a particular date. Subsidiary shall mean, with respect to any Person (herein referred to as the parent), any corporation, limited liability company, partnership, association or other business entity (a) of which securities of other ownership interests representing more than 50% of the equity or more than 50% of the

Definitions

THIS PROMISSORY NOTE HAS BEEN ACQUIRED FOR INVESTMENT AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. THIS PROMISSORY NOTE MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR QUALIFICATION OR AN EXEMPTION THEREFROM UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

Definitions. For purposes of this Note, the following terms shall have the following meanings (capitalized terms used herein but not otherwise defined shall have the meanings provided therefor in that certain Note and Warrant Purchase Agreement (the Agreement) dated as of March 12, 2009, by and among the Company and the investors set forth on Schedule A thereto): Business Day means any day which is not a Saturday or Sunday or a legal holiday on which banks are authorized or required to be closed in San Francisco, California. Collateral shall have the meaning assigned to such term in the Security Agreement. Control shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a person, whether through the ownership of voting securities, by contract or otherwise, and the terms Controlling and Controlled (and the lower-case versions of the same) shall have meanings correlative thereto. Convertible Securities shall mean evidences of Debt, shares of stock or other securities or instruments which are convertible into or exchangeable for shares of common stock, either immediately or upon the arrival of a specified date or the occurrence of a specified event. Debt shall mean all liabilities, obligations and indebtedness of every kind and nature of any Person, including, without limitation: (1) indebtedness or liability for borrowed money, or for the deferred purchase price of property or services (including trade obligations); (2) obligations as lessee under any leases (including under any capital leases); (3) any reimbursement or other obligations under any performance or surety bonds or any letters of credit issued for the account of such Person; (4) all net obligations in respect of any derivative products; (5) all guaranties, endorsements (other than for collection or deposit in the ordinary course of business), and other contingent obligations to purchase, to provide funds for payment, to supply funds to invest in any other Person, or otherwise to assure a creditor against loss; and (6) obligations secured by any Lien on property owned by such Person, whether or not the obligations have been assumed. GAAP means generally accepted accounting principles in the United States, consistently applied. Governmental Authority shall mean any federal, state, local or other governmental department, commission, board, bureau, agency or other instrumentality or authority, domestic or foreign, exercising executive, legislative, judicial, regulatory or administrative authority or functions of or pertaining to government. Lien shall mean any security interest, mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), claim or other priority or preferential arrangement of any kind or nature whatsoever (other than a financing statement filed by a lessor in respect of an operating lease not intended as security). Material Adverse Effect shall mean event, matter, condition or circumstance which (i) has or would reasonably be expected to have a material adverse effect on the business, properties, results of operations, condition (financial or otherwise) or prospects of the Company; (ii) would materially impair the ability of the Company, or any other Person to perform or observe its obligations under or in respect of the Transaction Documents; or (iii) affects the legality, validity, binding effect or enforceability of any of the Transaction Documents or the perfection or priority of any Lien granted to the Investor under any of the Collateral Documents. Obligations shall mean all obligations of the Company to Holder howsoever created, arising or evidenced, whether direct or indirect, joint or several, absolute or contingent, or now or hereafter existing, or due or to become due, which arise out of or in connection with this Note, the Collateral Documents and each other related document including, without limitation, all costs and expenses incurred by Holder in connection with the enforcement of this Note or the Collateral Documents. Options shall mean any rights or options to subscribe for or to purchase common stock or Convertible Securities. Permitted Debt shall mean the Obligations, trade accounts payable incurred in the ordinary course which are due no later than 90 calendar days after invoice, other current liabilities incurred in the ordinary course of business and not incurred through the borrowing of money or the obtaining of credit, obligations under long-term real property leases incurred in the ordinary course of business, short-term lease obligations of the Company in an amount per annum not exceeding $75,000 in the aggregate, Debt incurred to finance the cost of tangible personal property (which was acquired after the date hereof, and the cost of which, individually or in the aggregate, does not exceed $75,000), Debt in respect of taxes or other governmental charges which is not yet due or which is being contested in

Definitions

THIS PROMISSORY NOTE HAS BEEN ACQUIRED FOR INVESTMENT AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. THIS PROMISSORY NOTE MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR QUALIFICATION OR AN EXEMPTION THEREFROM UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

Definitions. For purposes of this Note, the following terms shall have the following meanings (capitalized terms used herein but not otherwise defined shall have the meanings provided therefor in that certain Note and Warrant Purchase Agreement (the Agreement) dated as of March 12, 2009, by and among the Company and the investors set forth on Schedule A thereto): Business Day means any day which is not a Saturday or Sunday or a legal holiday on which banks are authorized or required to be closed in San Francisco, California. Collateral shall have the meaning assigned to such term in the Security Agreement. Control shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a person, whether through the ownership of voting securities, by contract or otherwise, and the terms Controlling and Controlled (and the lower-case versions of the same) shall have meanings correlative thereto. Convertible Securities shall mean evidences of Debt, shares of stock or other securities or instruments which are convertible into or exchangeable for shares of common stock, either immediately or upon the arrival of a specified date or the occurrence of a specified event. Debt shall mean all liabilities, obligations and indebtedness of every kind and nature of any Person, including, without limitation: (1) indebtedness or liability for borrowed money, or for the deferred purchase price of property or services (including trade obligations); (2) obligations as lessee under any leases (including under any capital leases); (3) any reimbursement or other obligations under any performance or surety bonds or any letters of credit issued for the account of such Person; (4) all net obligations in respect of any derivative products; (5) all guaranties, endorsements (other than for collection or deposit in the ordinary course of business), and other contingent obligations to purchase, to provide funds for payment, to supply funds to invest in any other Person, or otherwise to assure a creditor against loss; and (6) obligations secured by any Lien on property owned by such Person, whether or not the obligations have been assumed. GAAP means generally accepted accounting principles in the United States, consistently applied. Governmental Authority shall mean any federal, state, local or other governmental department, commission, board, bureau, agency or other instrumentality or authority, domestic or foreign, exercising executive, legislative, judicial, regulatory or administrative authority or functions of or pertaining to government. Lien shall mean any security interest, mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), claim or other priority or preferential arrangement of any kind or nature whatsoever (other than a financing statement filed by a lessor in respect of an operating lease not intended as security). Material Adverse Effect shall mean event, matter, condition or circumstance which (i) has or would reasonably be expected to have a material adverse effect on the business, properties, results of operations, condition (financial or otherwise) or prospects of the Company; (ii) would materially impair the ability of the Company, or any other Person to perform or observe its obligations under or in respect of the Transaction Documents; or (iii) affects the legality, validity, binding effect or enforceability of any of the Transaction Documents or the perfection or priority of any Lien granted to the Investor under any of the Collateral Documents. Obligations shall mean all obligations of the Company to Holder howsoever created, arising or evidenced, whether direct or indirect, joint or several, absolute or contingent, or now or hereafter existing, or due or to become due, which arise out of or in connection with this Note, the Collateral Documents and each other related document including, without limitation, all costs and expenses incurred by Holder in connection with the enforcement of this Note or the Collateral Documents. Options shall mean any rights or options to subscribe for or to purchase common stock or Convertible Securities. Permitted Debt shall mean the Obligations, trade accounts payable incurred in the ordinary course which are due no later than 90 calendar days after invoice, other current liabilities incurred in the ordinary course of business and not incurred through the borrowing of money or the obtaining of credit, obligations under long-term real property leases incurred in the ordinary course of business, short-term lease obligations of the Company in an amount per annum not exceeding $75,000 in the aggregate, Debt incurred to finance the cost of tangible personal property (which was acquired after the date hereof, and the cost of which, individually or in the aggregate, does not exceed $75,000), Debt in respect of taxes or other governmental charges which is not yet due or which is being contested in

Definitions from Senior Subordinated 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 shall comm

Definitions. For purposes of this Note, the following terms shall have the following meanings (capitalized terms used herein but not otherwise defined shall have the meanings provided therefor in the Agreement (as defined below)): Affiliate shall mean with respect to any Person, any other Person (i) which directly or indirectly through one or more intermediaries Controls, or is Controlled by, or is under common Control with, such first Person, (ii) which beneficially owns or holds 10% or more of any class of the voting stock of such first Person, or (iii) whereby 10% or more of the voting stock (or in the case of a Person which is not a corporation, 10% or more of the equity interest) of such other Person is beneficially owned or held by such first Person or by a Subsidiary of such first Person. Business Day means any day which is not a Saturday or Sunday or a legal holiday on which banks are authorized or required to be closed in San Diego, California. Collateral means the property described in the Collateral Documents, and all other property now existing or hereafter acquired which may at any time be or become subject to a Lien in favor of the Investors (or any Collateral Agent on their behalf) pursuant to the Collateral Documents or otherwise, securing the payment and performance of the Obligations. Common Stock means the common stock of the Company, par value $0.0001 per share, and any other class of securities into which such securities may hereafter be reclassified or changed into. Common Stock Equivalents means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock. Change of Control means any person or group (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a person or group shall be deemed to have beneficial ownership of all securities that such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time (such right, an option right)), directly or indirectly, of 50% or more of the equity securities of the Company entitled to vote for members of the board of directors or equivalent governing body of the Company on a fully-diluted basis. Exchange Act means the Securities Exchange Act of 1934. GAAP means generally accepted principles of good accounting practice in the United States, consistently applied. Lien shall mean any security interest, mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), claim or other priority or preferential arrangement of any kind or nature whatsoever (other than a financing statement filed by a lessor in respect of an operating lease not intended as security). Material Adverse Effect shall mean an event, matter, condition or circumstance which (i) has or would reasonably be expected to have a material adverse effect on the business, properties, results of operations or financial condition of the Borrowers on a consolidated basis; (ii) would materially impair the ability of the Borrowers or any other Person to perform or observe its obligations under or in respect of the Transaction Documents; or (iii) affects the legality, validity, binding effect or enforceability of any of the Transaction Documents or the perfection or priority of any Lien granted to the Investors (or any Collateral Agent) under any of the Collateral Documents. Obligations shall mean all obligations of the Company to Holder howsoever created, arising or evidenced, whether direct or indirect, joint or several, absolute or contingent, or now or hereafter existing, or due or to become due, which arise out of or in connection with this Note including, without limitation, all costs and expenses incurred by Holder in connection with the enforcement of this Note or the Collateral Documents. Organic Document means, relative to any Person, its articles or certificate of incorporation, or certificate of limited partnership or formation, its bylaws, partnership or operating agreement or other organizational documents, and all stockholders agreements, voting trusts and similar arrangements applicable to any of its capital stock, partnership interests or other ownership interests. Qualified Asset Monetization shall mean the sale, license or other transfer or disposition of assets of the Company or any Subsidiary which results in the Company or any Subsidiary receiving gross proceeds of at least

Definitions 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

Definitions. For purposes of this Note, the following terms shall have the following meanings (capitalized terms used herein but not otherwise defined shall have the meanings provided therefor in the Agreement (as defined below)): Affiliate shall mean with respect to any Person, any other Person (i) which directly or indirectly through one or more intermediaries Controls, or is Controlled by, or is under common Control with, such first Person, (ii) which beneficially owns or holds 10% or more of any class of the voting stock of such first Person, or (iii) whereby 10% or more of the voting stock (or in the case of a Person which is not a corporation, 10% or more of the equity interest) of such other Person is beneficially owned or held by such first Person or by a Subsidiary of such first Person. Business Day means any day which is not a Saturday or Sunday or a legal holiday on which banks are authorized or required to be closed in San Diego, California. Collateral means the property described in the Collateral Documents, and all other property now existing or hereafter acquired which may at any time be or become subject to a Lien in favor of the Investors (or any Collateral Agent on their behalf) pursuant to the Collateral Documents or otherwise, securing the payment and performance of the Obligations. Common Stock means the common stock of the Company, par value $0.0001 per share, and any other class of securities into which such securities may hereafter be reclassified or changed into. Common Stock Equivalents means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock. Change of Control means any person or group (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a person or group shall be deemed to have beneficial ownership of all securities that such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time (such right, an option right)), directly or indirectly, of 50% or more of the equity securities of the Company entitled to vote for members of the board of directors or equivalent governing body of the Company on a fully-diluted basis. Exchange Act means the Securities Exchange Act of 1934. GAAP means generally accepted principles of good accounting practice in the United States, consistently applied. Lien shall mean any security interest, mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), claim or other priority or preferential arrangement of any kind or nature whatsoever (other than a financing statement filed by a lessor in respect of an operating lease not intended as security). Material Adverse Effect shall mean an event, matter, condition or circumstance which (i) has or would reasonably be expected to have a material adverse effect on the business, properties, results of operations or financial condition of the Borrowers on a consolidated basis; (ii) would materially impair the ability of the Borrowers or any other Person to perform or observe its obligations under or in respect of the Transaction Documents; or (iii) affects the legality, validity, binding effect or enforceability of any of the Transaction Documents or the perfection or priority of any Lien granted to the Investors (or any Collateral Agent) under any of the Collateral Documents. Obligations shall mean all obligations of the Company to Holder howsoever created, arising or evidenced, whether direct or indirect, joint or several, absolute or contingent, or now or hereafter existing, or due or to become due, which arise out of or in connection with this Note including, without limitation, all costs and expenses incurred by Holder in connection with the enforcement of this Note or the Collateral Documents. Organic Document means, relative to any Person, its articles or certificate of incorporation, or certificate of limited partnership or formation, its bylaws, partnership or operating agreement or other organizational documents, and all stockholders agreements, voting trusts and similar arrangements applicable to any of its capital stock, partnership interests or other ownership interests. Person shall mean an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or a

Definitions

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.

Definitions. For the purposes of this Warrant, the following terms have the following meanings: Additional Shares of Common Stock means all shares of Common Stock issued by the Issuer after the Original Issue Date, and all shares of Other Common, if any, issued by the Issuer after the Original Issue Date, except: (i) securities issued (other than for cash) in connection with a merger, acquisition, or consolidation, (ii) securities issued pursuant to the conversion or exercise of convertible or exercisable securities issued or outstanding on or prior to the date of the Purchase Agreement or issued pursuant to the Purchase Agreement (so long as the conversion or exercise price in such securities are not amended to lower such price and/or adversely affect the Holders), (iii) the Warrant Stock, (iv) securities issued in connection with bona fide strategic license agreements or other partnering arrangements so long as such issuances are not for the purpose of raising capital, (v) Common Stock issued or the issuance or grants of options to purchase Common Stock pursuant to the Issuers stock option plans and employee stock purchase plans outstanding as they exist on the date of the Purchase Agreement, and (vi) any warrants issued to the placement agent and its designees for the transactions contemplated by the Purchase Agreement. Articles of Incorporation means the Articles of Incorporation of the Issuer as in effect on the Original Issue Date, and as hereafter from time to time amended, modified, supplemented or restated in accordance with the terms hereof and thereof and pursuant to applicable law. Board shall mean the Board of Directors of the Issuer. Capital Stock means and includes (i) any and all shares, interests, participations or other equivalents of or interests in (however designated) corporate stock, including, without limitation, shares of preferred or preference stock, (ii) all partnership interests (whether general or limited) in any Person which is a partnership, (iii) all membership interests or limited liability company interests in any limited liability company, and (iv) all equity or ownership interests in any Person of any other type. Common Stock means the Common Stock, $0.01 par value per share, of the Issuer and any other Capital Stock into which such stock may hereafter be changed. Common Stock Equivalent means any Convertible Security or warrant, option or other right to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Security. Convertible Securities means evidences of Indebtedness, shares of Capital Stock or other Securities which are or may be at any time convertible into or exchangeable for Additional Shares of Common Stock. The term Convertible Security means one of the Convertible Securities. Governmental Authority means any governmental, regulatory or self-regulatory entity, department, body, official, authority, commission, board, agency or instrumentality, whether federal, state or local, and whether domestic or foreign. Holders mean the Persons who shall from time to time own any Warrant. The term Holder means one of the Holders. Independent Appraiser means a nationally recognized or major regional investment banking firm or firm of independent certified public accountants of recognized standing (which may be the firm that regularly examines the financial statements of the Issuer) that is regularly engaged in the business of appraising the Capital Stock or assets of corporations or other entities as going concerns, and which is not affiliated with either the Issuer or the Holder of any Warrant. Issuer means Sontra Medical Corporation, a Minnesota corporation, and its successors. Majority Holders means at any time the Holders of Warrants exercisable for a majority of the shares of Warrant Stock issuable under the Warrants at the time outstanding. Original Issue Date means January __, 2007. OTC Bulletin Board means the over-the-counter electronic bulletin board. Other Common means any other Capital Stock of the Issuer of any class which shall be authorized at any time after the date of this Warrant (other than Common Stock) and which shall have the right to participate in the distribution of earnings and assets of the Issuer without limitation as to amount. Outstanding Common Stock means, at any given time, the aggregate amount of outstanding shares of Common Stock, assuming full exercise, conversion or exchange (as applicable) of all options, warrants and other Securities which are convertible into or exercisable or exchangeable for, and any right to subscribe for, shares of Common Stock that are outstanding at such time. Person means an individual, corporation, limited liability company, partnership, joint stock company, trust, unincorporated organization, joint venture, Governmental Authority or other entity of whatever nature. Per Share Market Value means on any particular date (a) the last closing bid price per share of the Common Stock on such date on th

Definitions

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.

Definitions. For the purposes of this Warrant, the following terms have the following meanings: "Additional Shares of Common Stock" means all shares of Common Stock issued by the Issuer after the Original Issue Date, and all shares of Other Common, if any, issued by the Issuer after the Original Issue Date, except: (i) securities issued (other than for cash) in connection with a merger, acquisition, or consolidation, (ii) securities issued pursuant to the conversion or exercise of convertible or exercisable securities issued or outstanding on or prior to the date hereof or issued pursuant to the Purchase Agreement, (iii) the Warrant Stock, (iv) securities issued in connection with bona fide strategic license agreements or other partnering arrangements so long as such issuances are not for the purpose of raising capital, (v) Common Stock issued or the issuance or grants of options to purchase Common Stock pursuant to the Issuers stock option plans and employee stock purchase plans as they now exist on the Original Issue Date, (vi) any warrants issued to the placement agent and its designees for the transactions contemplated by the Purchase Agreement, and (vii) the payment of any principal in shares of Common Stock pursuant to the Notes. "Board" shall mean the Board of Directors of the Issuer. "Capital Stock" means and includes (i) any and all shares, interests, participations or other equivalents of or interests in (however designated) corporate stock, including, without limitation, shares of preferred or preference stock, (ii) all partnership interests (whether general or limited) in any Person which is a partnership, (iii) all membership interests or limited liability company interests in any limited liability company, and (iv) all equity or ownership interests in any Person of any other type. "Certificate of Incorporation" means the Certificate of Incorporation of the Issuer as in effect on the Original Issue Date, and as hereafter from time to time amended, modified, supplemented or restated in accordance with the terms hereof and thereof and pursuant to applicable law. "Common Stock" means the Common Stock, par value $.001 per share, of the Issuer and any other Capital Stock into which such stock may hereafter be changed. "Common Stock Equivalent" means any Convertible Security or warrant, option or other right to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Security. "Convertible Securities" means evidences of Indebtedness, shares of Capital Stock or other Securities which are or may be at any time convertible into or exchangeable for Additional Shares of Common Stock. The term "Convertible Security" means one of the Convertible Securities. "Governmental Authority" means any governmental, regulatory or self-regulatory entity, department, body, official, authority, commission, board, agency or instrumentality, whether federal, state or local, and whether domestic or foreign. "Holders" mean the Persons who shall from time to time own any Warrant. The term "Holder" means one of the Holders. "Independent Appraiser" means a nationally recognized or major regional investment banking firm or firm of independent certified public accountants of recognized standing (which may be the firm that regularly examines the financial statements of the Issuer) that is regularly engaged in the business of appraising the Capital Stock or assets of corporations or other entities as going concerns, and which is not affiliated with either the Issuer or the Holder of any Warrant. "Issuer" means Datalogic International, Inc., a Delaware corporation, and its successors. "Majority Holders" means at any time the Holders of Warrants exercisable for a majority of the shares of Warrant Stock then issuable under the outstanding Warrants at that time. Notes means the series secured convertible promissory notes issued by the Issuer to the Purchasers pursuant to the Purchase Agreement. "Original Issue Date" means October __, 2006. "OTC Bulletin Board" means the over-the-counter electronic bulletin board. "Other Common" means any other Capital Stock of the Issuer of any class which shall be authorized at any time after the date of this Warrant (other than Common Stock) and which shall have the right to participate in the distribution of earnings and assets of the Issuer without limitation as to amount. Outstanding Common Stock means, at any given time, the aggregate amount of outstanding shares of Common Stock, assuming full exercise, conversion or exchange (as applicable) of all options, warrants and other Securities which are convertible into or exercisable or exchangeable for, and any right to subscribe for, shares of Common Stock that are outstanding at such time. "Person" means an individual, corporation, limited liability company, partnership, joint stock company, trust, unincorporated organization, joint venture, Governmental Authority or other entity of whatever nature. "Per Share Market Value" means on any