AMENDED AND RESTATED COMMON STOCK WARRANT

EXHIBIT 10.22

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THIS WARRANT AND SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR EVIDENCE SATISFACTORY TO THE COMPANY OF AN APPLICABLE EXEMPTION FROM REGISTRATION UNDER THE ACT OR COMPLIANCE WITH RULE 144 UNDER SUCH ACT. THE TRANSFER OF THIS WARRANT IS FURTHER RESTRICTED AS PROVIDED HEREIN.

AMENDED AND RESTATED
COMMON STOCK WARRANT

WARRANT TO PURCHASE

_______ SHARES OF COMMON STOCK

OF

RESTORE MEDICAL, INC.

This certifies that as of the date written above (the “Warrant Issue Date”), for value received,                                          (“Holder”) is entitled, subject to the terms set forth below, to purchase from Restore Medical, Inc., a Minnesota corporation (the “Company”), such number of fully paid and non-assessable shares of Common Stock, par value $0.01, of the Company (“Common Stock”), as set forth in Section 2 hereof, (subject to adjustment as provided in Section 10 hereof) upon surrender hereof, at the principal office of the Company referred to below, with the Notice of Exercise attached hereto duly executed, and simultaneous payment thereof in lawful money of the United States or otherwise as hereinafter provided, at the Exercise Price as set forth in Section 2 below. The number, character and Exercise Price of such shares of Common Stock are subject to adjustment as provided below. The term “Warrant” as used herein, shall include this Warrant and any warrants delivered in substitution or exchange therefor as provided herein.

     This Warrant is being issued in connection with a bridge financing of the Company pursuant to a Bridge Loan Agreement, as amended (the “Bridge Loan Agreement”) and related Promissory Note, as amended (the “Note”), each dated as of the date hereof (the “Bridge Financing”). Capitalized terms used herein but not defined herein shall have the meaning set forth in the Bridge Loan Agreement.

1. Term of Warrant . Subject to the terms and conditions set forth herein, this Warrant shall be exercisable in whole or in part; provided however that notwithstanding anything to the contrary herein, this Warrant shall expire upon the earlier of (a) June 16, 2011 and (b) the closing of (i) any consolidation or merger of the Company with or into another entity (except a consolidation

or merger in which the holders of capital stock of the Company immediately prior to such consolidation or merger continue to hold at least 50% of the voting power of the capital stock of the Company or the surviving or acquiring entity) or (ii) the sale, transfer or other disposition of all or substantially all of the assets of the Company (any one of which, a “Corporate Transaction”), and shall be void thereafter. In the event of a Corporate Transaction, the Company shall mail notice of such Corporate Transaction to the Holder at least twenty (20) days prior to the consummation of such Corporate Transaction.

2. Exercise Price and Number of Shares .

(A) The Exercise Price at which this Warrant may be exercised shall be $0.01 per share of Common Stock, as adjusted from time to time pursuant to Section 10 hereof.

(B) The number of shares of Common Stock initially issuable upon exercise of this Warrant shall be 46,412.

3. Exercise of Warrant .

(A) Manner of Exercise . The purchase rights represented by this Warrant are exercisable by the Holder in whole or in part, at any time, or from time to time, during the term hereof as described in Section 1 above, by the surrender of this Warrant and the Notice of Exercise attached hereto duly completed and executed on behalf of the Holder, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Company), together with payment of an amount equal to the Exercise Price multiplied by the number of shares then being purchased, at Holder’s option in cash, by bank cashier’s check or certified check (or other check acceptable to the Company) or by wire transfer to a bank account designated by the Company for that purpose by written notice to Holder.

Notwithstanding the provisions of Section 1, if the Holder has not exercised this Warrant prior to the closing of a Corporate Transaction, this Warrant shall automatically be deemed to be exercised in full in the manner set forth in Section 3(C), without any further action on behalf of the Holder, immediately prior to such closing.

(B) Effective Time of Exercise . This Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the Holder entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the holder of record of such shares as of the close of business on such date. As promptly as practicable on or after such date and in any event within ten (10) days thereafter, the Company at its expense shall issue and deliver to the Holder a certificate or certificates in the name of the Holder or as such Holder may direct (upon payment by such Holder of any applicable transfer taxes) for the number of shares issuable upon such exercise. In the event that this Warrant is exercised in part, the Company at its expense will execute and deliver a new warrant of like tenor exercisable for the number of shares then remaining for which this warrant may then be exercised.

(C) Net Issue Exercise .

          (i) In lieu of exercising this Warrant in the manner provided above in Section 3(A), the Holder may elect to receive shares equal to the value of this Warrant (or portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with notice of such election on the Notice of Exercise form attached hereto duly executed by such Holder or such Holder’s duly authorized attorney, in which event the Company shall issue to such Holder a number of shares computed using the following formula:

          (ii) For purposes of this Section 3(C), the fair market value of one share of Common Stock on the date of calculation shall mean:

               (A) if the exercise is in connection with an initial public offering of the Company’s Common Stock, and if the Company’s Registration Statement relating to such public offering has been declared effective by the Securities and Exchange Commission, then the fair market value of Common Stock shall be the initial “Price to Public” per share specified in the final prospectus with respect to the offering;

               (B) if this Warrant is exercised after, and not in connection with, the Company’s initial public offering, and if the Company’s Common Stock is traded on a securities exchange or The Nasdaq Stock Market or actively traded over-the-counter:

                    (1) if the Company’s Common Stock is traded on a securities exchange or The Nasdaq Stock Market, the fair market value shall be deemed to be the average of the closing prices over a thirty (30) day period ending three days before date of calculation; or

                    (2) if the Company’s Common Stock is actively traded over-the-counter, the fair market value shall be deemed to be the average of the closing

bid or sales price (whichever is applicable) over the thirty (30) day period ending three days before the date of calculation; or

          (C) if neither (A) nor (B) is applicable, the fair market value shall be at the highest price per share which the Company could obtain on the date of calculation from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Company, from authorized but unissued shares, as determined in good faith by the Board of Directors and agreed to by the Holder.

4. No Fractional Shares or Scrip . No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. In lieu of any fractional share to which the Holder would otherwise be entitled, the Company shall make a cash payment equal to the Exercise Price multiplied by such fraction.

5. Replacement of Warrant . On receipt of evidence reasonably satisfactory to the Company of loss, theft, destruction or mutilation of this Warrant and, in the case of loss, theft or destruction, on delivery of an indemnity bond or other security in an amount reasonably satisfactory as sufficient security, or in the case of mutilation, on surrender and cancellation of this Warrant,