Exhibit 4.3
October ,
2005
National Securities Corporation
875 N. Michigan Avenue,
Suite 1560
Chicago, IL 60611
Ladies and Gentlemen:
This letter is being delivered to
you in connection with the Placement Agency Agreement (the
“Placement Agency Agreement”), between Cardium
Therapeutics, Inc., a Delaware corporation
(“Cardium”), and National Securities Corporation, dated
July 1, 2005, relating to the private offering of up to
$50,000,000 (the “Offering”) of Common Stock, $.01 par
value (the “Common Stock”), of Aries Ventures Inc.
(“Aries”), the public entity which, either directly or
through its wholly-owned subsidiary, will continue the business of
Cardium following the closing of the Offering.
As a condition of the consummation
of the Offering, the undersigned hereby agrees that, during the
period beginning from the date first above written and ending on,
but including, the date one hundred eighty (180) days after the
effective date of the “resale” registration statement
(as such term is referenced in the Confidential Private Placement
Memorandum relating to the Offering), the undersigned will not
(i) offer, pledge, announce the intention to sell, sell,
co
