Exhibit 10.8
SUBORDINATED 5% CONVERTIBLE
NOTE
CARDICA, INC.
5% Convertible Note, due June 17,
2008
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No. CSN-1
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Menlo Park, CA
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$3,000,000
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June 17, 2003
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Cardica, Inc., a corporation duly
organized and existing under the laws of the State of Delaware (the
“Company”), for value received, hereby promises to pay
to Century Medical, Inc., a Japanese corporation
(“Century”), or its registered assigns (Century or its
assigns being the “Registered Holder”), the principal
sum of THREE MILLION DOLLARS (US$3,000,000) on June 17, 2008 (the
“Maturity”), and to pay interest (computed on the basis
of the actual number of days elapsed and a year of 365 days) (i) on
the unpaid principal balance thereof from the date of this Note at
the rate of five percent (5%) per annum from the date hereof,
payable quarterly in arrears on January 31, April 30, July 31 and
October 31 of each year (each, an “Interest Payment
Date”) (commencing July 31, 2003) until such unpaid principal
balance shall become due and payable (whether at Maturity, or by
declaration, acceleration or otherwise) and (ii) to the extent
permitted by applicable law on each overdue payment of principal or
any overdue payment of interest, at a rate per annum equal to
twelve percent (12.0%) (computed on the basis of the actual number
of days elapsed and a year of 365 days) payable quarterly as
aforesaid.
The interest and principal payments
payable with respect to this Note, on any Interest Payment Date, at
Maturity or by declaration, acceleration or otherwise, pursuant to
the Note Agreement (as defined herein), shall be paid to Century in
such coin or currency of the United States of America as at the
time of payment is legal tender for payment of public and private
debts. Such interest and principal payments shall be made to
Century in accordance with the provisions of the Note
Agreement.
This 5% Convertible Note is the Note
due June 17, 2008 of the Company issued in an aggregate principal
amount of Three Million Dollars ($3,000,000) pursuant to the
Subordinated Convertible Note Agreement, dated June 16, 2003, by
and between the Company and Century (the “Note
Agreement”). The Registered Holder of this Note is entitled
to the benefits of the Note Agreement, and may enforce the Note
Agreement and exercise the remedies provided for thereby or
otherwise available in respect thereof.
This Note may be transferred or
assigned by Century or Registered Holder as provided in the Note
Agreement, provided that the right to receive principal and/or
interest payments on this Note
