Exhibit 4.2
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 (the “
Notes ”) issued pursuant to the terms of that certain
Note and Warrant Purchase Agreement dated June 11, 2009.
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 $750,000 of Notes, of which an aggregate principal amount
of $600,000 of Notes are dated June 11, 2009 and an aggregate
principal amount of $150,000 of Notes are dated June 23,
2009;
WHEREAS , Section 8 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 parties hereto hereby agree as
follows:
1. Amendments . The Company
and the Consenting Holders agree that, effective as of the date
first above written, Section 5(a)(i) of the Notes is hereby
amended to delet
