Exhibit 4.1
AMENDMENT TO PROMISSORY
NOTES
This Amendment to Promissory Notes
(this “Amendment”) is made as of this 10
th day of July, 2009 by and among Cardium
Therapeutics, Inc., a Delaware corporation (the “
Company ”), and the Holders (as defined below) of the
senior subordinated secured promissory notes issued pursuant to the
terms of that certain Note and Warrant Purchase Agreement dated
February 27, 2009 (“ Purchase Agreement ”).
Capitalized terms used but not defined herein shall have the
meanings ascribed to such terms in the Notes.
W I T N E S SE T
H
WHEREAS , the Holders purchased an aggregate principal
amount of $3,500,000 of senior subordinated secured promissory
notes pursuant to the Purchase Agreement, of which an aggregate
principal amount of $2,550,000 of Notes are dated February 27,
2009 and an aggregate principal amount of $950,000 of Notes are
dated March 5, 2009, and each of which were amended by that
certain Amendment to Promissory Notes dated as of June 23,
2009 by and among the Company and the Holders (such senior
subordinated secured promissory notes as amended are referred to
herein as the “ Notes ”);
WHEREAS , Section 10 of the Notes provides that the
terms of all of the Notes may be amended with the written consent
of the Company and the Requisite Holders; and
WHEREAS , Company and the Holders executing a signature
page hereto, who collectively qualify as the Requisite Holders
under the Notes (the “ Consenting Holders ”),
desire to amend the terms of all of the Notes as set forth
herein.
NOW, THEREFORE
, for good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the part
