Warrant issued to the Investor Relations Group Inc



  
 Exhibit 10.42 
  
 Warrant No. C-             
  
 THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THE
SECURITIES MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS REGISTERED UNDER THE SECURITIES ACT AND QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS OR UNLESS SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND THE QUALIFICATION REQUIREMENTS OF APPLICABLE STATE SECURITIES LAWS AND THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT
REQUIRED. 
  
 THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE RIGHTS OF HOLDERS THEREOF ARE SUBJECT TO CERTAIN
RESTRICTIONS ON TRANSFER AND OTHER RESTRICTIONS, AND THE HOLDER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE (INCLUDING ANY FUTURE HOLDERS) IS BOUND BY THE TERMS OF AN AGREEMENT BETWEEN THE ORIGINAL HOLDER AND THE COMPANY AND A REPRESENTATION
LETTER DELIVERED BY THE HOLDER TO THE COMPANY (COPIES OF WHICH MAY BE OBTAINED FROM THE COMPANY). 
  
 WARRANT TO PURCHASE
SHARES 
 OF COMMON STOCK OF CARDIMA, INC. 
  
 This certifies that, for value received,
                                        
         (the “Holder”), is entitled, subject to the terms and conditions set forth below, to purchase from Cardima, Inc., a Delaware corporation (the “Company”) in whole or in part, ONE
HUNDRED SIXTY THOUSAND (160,000) fully paid and nonassessable shares of the Company’s Common Stock, par value $0.001 per share (the “Warrant Shares”) at a price of $0.90 per share (the “Stock Purchase Price”) at any time or
from time to time up to and including 5:00 p.m. (Pacific time) on the Expiration Date (as defined below), upon surrender to the Company at its principal office at 47266 Benicia Street, Fremont, California 94538 (or at such other location as the
Company may advise Holder in writing) of this Warrant properly endorsed with the Form of Subscription attached hereto duly filled in and signed and upon payment by cash, cashier’s check or wire transfer of immediately available funds of the
aggregate Stock Purchase Price for the number of shares for which this Warrant is being exercised determined in accordance with the provisions hereof or otherwise as hereinafter provided, such exercise to be conditioned upon the accuracy of all
representations and warranties contained in Section 7 hereof. The Stock Purchase Price and the number of shares purchasable hereunder are subject to adjustment as provided in Section 3 of this Warrant. “Expiration Date” means October 30,
2007. This Warrant is issued pursuant to the Letter Agreement between the Company and Holder dated as of October 22, 2002 (the “Agreement”). 

 
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 1.    Exercise of Warrant 
  
 1.1    Issuance of Certificates. This Warrant is exercisable at the option of Holder at any
time or from time to time prior to or on the Expiration Date for all or a portion of the shares of Warrant Shares which may be purchased hereunder but if this Warrant is to be exercised only in part, not for less than (i) ten thousand (10,000)
Warrant Shares or (ii) such lesser number of shares which may then constitute the maximum number purchasable (in either case as adjusted for any stock dividend, split, combination, recapitalization or the like with respect to such shares). The
Company agrees that the Warrant Shares purchased under this Warrant shall be and are deemed to be issued to Holder as the record owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered and
payment made for such shares. Subject to the provisions of Section 2, certificates for the Warrant Shares so purchased, together with any other securities or property to which Holder is entitled upon such exercise, shall be delivered to Holder by
the Company’s transfer agent at the Company’s expense within a reasonable time after this Warrant has been exercised. Each stock certificate so delivered shall be in such denominations of Warrant Shares as may be requested by Holder and
shall be registered in the name of Holder or such other name as shall be designated by Holder, subject to the limitations contained in Section 2. If, upon exercise of this Warrant, fewer than all of the Warrant Shares evidenced by this Warrant are
purchased prior to the date of expiration of this Warrant, one or more new warrants substantially in the form of, and on the terms in, this Warrant will be issued for the remaining number of Warrant Shares not purchased upon exercise of this
Warrant. 
  
 1.2    Payment. Payment of the Stock Purchase Price shall be
made at the option of the Holder by surrender to the Company of this Warrant properly endorsed with the Form of Subscription attached hereto duly filled in and signed and specifying the number of Warrant Shares to be purchased, and payment by cash,
cashier’s check or wire transfer of immediately available funds during normal business hours on any day that is not a Saturday or Sunday or a day on which banks are required or permitted to be closed in the State of California. 

 
 2.    Shares to be Fully Paid; Reservation of Shares. The Company covenants and agrees that all
Warrant Shares which may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be duly authorized, validly issued, fully paid and nonassessable and free from all preemptive rights of any stockholder and free of
all taxes, liens and charges with respect to the issue thereof. The Company further covenants and agrees that during the period within which the rights represented by this Warrant may be exercised, the Company will use its commercially reasonable
efforts to at all times have authorized and reserved, for the purpose of issue or transfer upon exercise of this Warrant, a sufficient number of shares of authorized but unissued Common Stock. When and as required to provide for the exercise of the
rights represented by this Warrant, the Company will take all such action as may be necessary to assure that such shares of Common Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements
of any domestic securities exchange or automated quotation system upon which the Common Stock may be listed. 
  
 3.    Adjustment of Stock Purchase Price; Number of Shares. The Stock Purchase Price and the number of shares of Warrant Shares purchasable upon the exercise of this Warrant shall be subject to adjustment
from time to time upon the occurrence of certain events described in this Section 3. 
  
 3.1    Adjustment of Purchase Price. In the event that the Company at any time or from time to time after the issuance of this Warrant shall declare or pay, without consideration, any dividend on the Common
Stock payable in Common Stock or in any right to acquire Common Stock for no consideration, or shall effect a subdivision of the outstanding shares of Common Stock into a greater number of shares of Common Stock (by stock split, reclassification or
otherwise than by payment of a dividend in Common Stock or in any right to acquire Common Stock), or in the event the outstanding shares of Common Stock shall be combined or consolidated, by reclassification or otherwise, into a lesser number of
shares of Common Stock, 

 
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 then the Stock Purchase Price in effect immediately prior to such event shall,
concurrently with the effectiveness of such event, be proportionately decreased or increased, as appropriate. In the event that the Company shall declare or pay, without consideration, any dividend on the Common Stock payable in any right to acquire
Common Stock for no consideration, then the Company shall be deemed to have made a dividend payable in Common Stock in an amount of shares equal to the maximum number of shares issuable upon exercise of such rights to acquire Common Stock. Upon each
adjustment of the Stock Purchase Price pursuant to this Section 3.1, the holder of this Warrant shall thereafter be entitled to purchase, at the Stock Purchase Price resulting from such adjustment, the number of shares of Common Stock obtained by
multiplying the Stock Purchase Price in effect immediately prior to such adjustment by the number of shares of Common Stock purchasable pursuant hereto immediately prior to such adjustment, and dividing the product thereof by the Stock Purchase
Price resulting from such adjustment. 
  
 3.2    Adjustments for
Reclassification and Reorganization. If the Common Stock shall be changed into the same or a different number of shares of any other class or classes of stock, whether by capital reorganization, reclassification or otherwise (other than a
subdivision or combination of shares provided for in Section 3.1), the Stock Purchase Price then in effect shall, concurrently with the effectiveness of such reorganization or reclassification, be proportionately adjusted so that this Warrant shall
represent the right to purchase, in lieu of the number of shares of Common Stock which this Warrant would otherwise represent the right to purchase, a number of shares of such other class or classes of stock equivalent to the number of shares of
Common Stock which this Warrant would have otherwise entitled the holder to purchase immediately before that change. 
  
 3.3    Notice of Adjustment. Upon any adjustment of the Stock Purchase Price or any increase or decrease in the number of shares of Common Stock purchasable upon the exercise of this Warrant, the
Company shall within five business days give written notice thereof, by first class mail, postage prepaid, (or by international delivery service, for international addresses) addressed to the registered holder of this Warrant at the address of such
holder as shown on the books of the Company. The notice shall be signed by the Company’s chief financial officer and shall state the Stock Purchase Price resulting from such adjustment and the increase or decrease, if any, in the number of
shares purchasable at such price upon the exercise of this Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. 
  
 3.4    Other Notices. If at any time the Company shall propose to: 
  

	 	(a)
	 
	declare any cash dividend upon its Common Stock; 
 

  

	 	(b)
	 
	declare or make any dividend or other distribution to the holders of its Common Stock, whether in cash, property or other securities; 



  

	 	(c)
	 
	effect any reorganization or reclassification of the capital stock of the Company or any consolidation or merger of the Company with or into another corporation
or any sale, lease or conveyance of all or substantially all of the property of the Company; or 
 

  

	 	(d)
	 
	effect a voluntary or involuntary dissolution, liquidation or winding-up of the Company; 
 

  
 then, in any one or more of said cases, the Company shall give, by certified or registered mail, postage prepaid, or international
delivery service for international deliveries, addressed to the holder of this Warrant at the address of such holder as shown on the books of the Company, (i) at least fifteen (15) business days’ prior written notice of the date on which the
books of the Company shall close or a record shall be taken for such dividend or distribution or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, lease, conveyance, dissolution,
liquidation or winding-up and (ii) 

 
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 in the case of any such reorganization, reclassification, consolidation, merger,
sale, lease, conveyance, dissolution, liquidation or winding-up, at least fifteen (15) business days’ written notice of the date when the same shall take place. Any notice given in accordance with clause (i) above shall also specify, in the
case of any such dividend or distribution, the record date for such dividend or distribution. Any notice given in accordance with clause (ii) above shall also specify the date on which the holders of Common Stock shall be entitled to exchange their
Common Stock for securities or other property, if any, deliverable upon such reorganization, reclassification, consolidation/merger, sale, lease, conveyance, dissolution, liquidation or winding-up, as the case may be. In the event that the Holder of
the Warrant does not exercise this Warrant prior to the occurrence of an event described in clause (a) or (b) above, the Holder shall not be entitled to receive the benefits accruing to existing holders of the Common Stock in such event. Upon the
occurrence of an event described in clause (c), the Holder shall be entitled thereafter, upon payment of the Stock Purchase Price in effect immediately prior to such action, to receive upon exercise of this Warrant, the class and number of shares
which the Holder would have been entitled to receive after the occurrence of such event had this Warrant been exercised immediately prior to such event. In connection with the transactions described in clause (c), the Company will require each
person (other than the Company) that may be required to deliver any cash, stock, securities or other property upon the exercise of this Warrant, as provided herein, to assume, by written instrument delivered to the Holder of this Warrant, (x) the
obligations of the Company under this Warrant and (y) the obligation to deliver to such Holder such cash, stock, securities or other property as such Holder may be entitled to receive in accordance with the provisions of this Section 3. Upon
occurrence of an event the proposal of which is described in clause (d), this Warrant shall terminate. Notwithstanding any other provision hereof, no Holder shall have the right to obtain an injunction or restraining order or otherwise interfere
with or prevent the occurrence of any of the actions described in (a)-(d) above. 
  
 4.    Issue Tax. The issuance of certificates for the Warrant Shares upon the exercise of the Warrant shall be made without charge to the Holder of the Warrant for any issue tax in respect thereof;
provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any certificate in a name other than that of the then Holder of the
Warrant being exercised. 
  
 5.    No Voting or Dividend Rights; Limitation of Liability.
Nothing contained in this Warrant shall be construed as conferring upon the Holder hereof the right to vote or to consent or to receive notice as a stockholder in respect of meetings of stockholders for the election of directors of the Company or
any other matters or any rights whatsoever as a stockholder of the Company. Except for the adjustment to the Stock Purchase Price pursuant to Section 3.1 in the event of a dividend on the Common Stock payable in shares of Common Stock, no dividends
or interest shall be payable or accrued in respect of this Warrant or the interest represented hereby or the shares purchasable hereunder until, and only to the extent that, this Warrant shall have been exercised. No provisions hereof, in the
absence of affirmative action by the Holder to purchase shares of Warrant Shares, and no mere enumeration herein of the rights or privileges of the Holder hereof, shall give rise to any liability of such Holder for the Stock Purchase Price or as a
stockholder of the Company whether such liability is asserted by the Company or by its creditors. 
  
 6.     Restrictions on Transferability of Securities: Compliance With Securities Act. 
  
 6.1    Restrictions on Transferability. The Warrant and the Warrant Shares (collectively, the “Securities”) shall not be transferable in the absence of a
registration under the Securities Act or an exemption therefrom, or in the absence of compliance with any term of the Warrant. Without limiting the foregoing, (i) the Securities may be offered, resold, pledged or otherwise transferred only (A) in a
transaction meeting the requirements of Rule 144 of the SEC (“Rule 144”), or in accordance with another exemption from the registration requirements of the Securities Act (and based upon an opinion of counsel if the Company so requests) or
(B) pursuant to an effective registration statement under the Securities Act, in each case in accordance with the applicable securities laws of any state of the United States or any other applicable 

 
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 jurisdiction and (ii) Holder will be required to notify any subsequent purchaser
or transferee of the resale restrictions set forth above. The Company shall be entitled to give stop transfer instructions to the transfer agent with respect to the Securities in order to enforce the foregoing restrictions. 
  
 6.2    Restrictive Legend. Unless otherwise received in a transaction registered under the
Securities Laws and qualified (if necessary) under applicable state securities laws, each certificate representing the Securities or any other securities issued in respect of the Securities upon any stock split, stock dividend, recapitalization,
merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of the Purchase Agreement) be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required under
applicable state securities laws): 
  
 THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR
INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THE SECURITIES MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS REGISTERED UNDER THE SECURITIES ACT AND QUALIFIED
UNDER APPLICABLE STATE SECURITIES LAWS OR UNLESS SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND THE QUALIFICATION REQUIREMENTS OF APPLICABLE STATE SECURITIES LAWS AND THE
COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED. 
  
 THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE RIGHTS OF HOLDERS THEREOF ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND OTHER RESTRICTIONS, AND THE HOLDER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE (INCLUDING ANY
FUTURE HOLDERS) IS BOUND BY THE TERMS OF AN AGREEMENT BETWEEN THE ORIGINAL HOLDER AND THE COMPANY AND A REPRESENTATION LETTER DELIVERED BY THE HOLDER TO THE COMPANY (COPIES OF WHICH MAY BE OBTAINED FROM THE COMPANY). 
  
 6.3    Exchange of Warrant. Subject to the terms and conditions of the Agreement, the
Representation Letter effective October 22, 2002 and delivered to the Company by the Holder in connection with the issuance of this Warrant (the “Representation Letter”), the terms and conditions hereof, including the restrictions on
transfer in this Section 6 hereof, and compliance with applicable federal and state securities laws, upon surrender of this Warrant to the Company with a duly executed Assignment Form in the form attached hereto and funds sufficient to pay any
transfer tax, the Company shall, without charge, execute and deliver a new Warrant or Warrants of like tenor in the name of the assignee named in such Assignment Form and this Warrant shall promptly be canceled; provided, however, that
the Company shall not be required to transfer Warrants to purchase less than ten thousand (10,000) Warrant Shares (in either case as adjusted for any stock dividend, split, combination, recapitalization or the like with respect to such shares) or to
transfer Warrants to a party that is not an employee of the Holder. The term “Warrant” as used herein shall be deemed to include any Warrants issued in exchange for this Warrant. 
  
 6.4    Ownership of Warrant. The Company may deem and treat the person in whose name this Warrant is registered as the holder and
owner hereof (notwithstanding any notations of ownership or writing hereon made by anyone other than the Company) for all purposes and shall not be affected by any notice to the contrary, until presentation of this Warrant for registration of
transfer as provided in Section 6.3. 

 
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 7.    Representations and Warranties. 

 
 7.1    Representations and Warranties of Holders. The Holder hereby represents and
warrants to the Company as follows: 
  
 7.1.1    Investment Intent. The
Holder is acquiring the Warrants for investment for its own account only, not as a nominee or agent, and not with a view to, or for resale in connection with, any “distribution” of any part thereof within the meaning of the Securities Act.
The Holder has no present intention of selling, granting any participation in, or otherwise distributing the same. The Holder does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant any
participation to such person or to any third person with respect to any of the Securities. The Holder understands that the Securities have not been registered under the Securities Act or registered or qualified under any state securities law in
reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the bona fide nature of Holder’s investment intent as expressed herein. 
  
 7.1.2    Investment Experience. The Holder (i) has such knowledge and experience in financial and business matters as to be
capable of evaluating the merits and risks of acquiring the Warrant and Warrant Shares; (ii) has received all of the information that the Holder has requested from the Company and that the Holder considers necessary or appropriate for deciding
whether to acquire the Warrant and Warrant Shares; (iii) has the ability to bear the economic risks of the prospective investment; and (iv) is able, without materially impairing its financial condition, to hold the Warrant and Warrants Shares for an
indefinite period of time and to suffer complete loss on the investment therein. The Holder is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and
knowledgeable decision to acquire the Securities. The Holder has such business and financial experience, including without limitation, investment is technology and biotechnology companies, as will enable the Holder to fend for itself, make an
informed investment decision and protect its own interests in connection with the purchase of the Securities. 
  
 7.1.3    Restricted Securities. The Holder understands that the Securities it is acquiring are characterized as “restricted securities” under the federal securities laws inasmuch as they are being
acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. In this
connection, the Holder represents that it is familiar with Rule 144 promulgated by the SEC under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act. 
  
 7.1.4    Accredited Investor. The Holder is an “accredited investor” as such term is
defined in Rule 501 of Regulation D. 
  
 7.2    Survival of
Representations and Warranties. The representations and warranties made in Section 7.1 of this Warrant will survive the date of this Warrant and will expire on the earlier of (i) the Expiration Date or (ii) the exercise of this Warrant in full.

  
 8.    Modification and Waiver. Except as otherwise provided herein, this Warrant and
any provision hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by the party against which enforcement of the same is sought. 
  
 9.    Notices. Except as otherwise provided herein, any notice, request or other document required or permitted to be given or delivered to the
holder hereof or the Company shall be delivered or shall be sent by United States certified or registered mail, postage prepaid, (or international delivery service for international deliveries) to Holder at its address as shown on the books of the
Company or to the Company at the address indicated therefor in the first paragraph of this Warrant. 

 
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 10.    Descriptive Headings and Governing Law. The
descriptive headings of the several sections and paragraphs of this Warrant are inserted for convenience only and do not constitute a part of this Warrant. This Warrant shall be construed and enforced in accordance with, and the rights of the
parties shall be governed by, the laws of the State of California (without regard to its conflicts of law provisions). The Holder hereby irrevocably submits to the jurisdiction of any State or United States Federal court sitting in the Alameda or
San Francisco counties in the State of California over any action or proceeding arising out of or relating to this Warrant or any agreement contemplated hereby, and the Holder irrevocably agrees that all claims in respect of such action or
proceeding may be heard and determined in such State or Federal court. The Holder further waives any objection to venue in such State and any objection to an action or proceeding in such State based on non-convenient forum. The Holder further agrees
that any action or proceeding brought against the Company shall be brought only in the State or United States Federal courts sitting in Alameda or San Francisco counties in the State of California. THE HOLDER AGREES TO WAIVE ITS RIGHTS TO A JURY
TRIAL OR ANY CLAIM FOR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS WARRANT. 
  
 11.    Lost Warrants or Stock Certificates. The Company represents and warrants to Holder that upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction, or mutilation
of any Warrant or stock certificate and, in the case of any such loss, theft or destruction, upon receipt of an indemnity and, if requested, bond reasonably satisfactory to the Company, or, in the case of any such mutilation, upon surrender and
cancellation of such Warrant or stock certificate, the Company at its expense will make and deliver a new Warrant or stock certificate, of like tenor, in lieu of the lost, stolen, destroyed or mutilated Warrant or stock certificate. 

 
 12.    Amendment. This Warrant may be amended only with the written approval of the Company and the
Holder of this Warrant. 
  
 13.    Binding Effect; Benefits. This Warrant shall inure to
the benefit of and shall be binding upon the Company and the Holder and their respective heirs, legal representatives, successors and assigns. Nothing in this Warrant, expressed or implied, is intended to or shall confer on any person other than the
Company and the Holder, or their respective heirs, legal representatives, successors or assigns, any rights, remedies, obligations or liabilities under or by reason of this Warrant. 
  
 14.    Fractional Shares. No fractional shares shall be issued upon exercise of this Warrant. The Company shall, in lieu of issuing any
fractional share, pay the Holder entitled to such fraction a sum in cash equal to such fraction multiplied by the market price of the Common Stock on such exercise date, which shall be, on such date, the closing price for the Common Stock or the
closing bid if no sales were reported, as quoted on the exchange or market that is the primary trading market for the Company. 
  
 [REMAINDER LEFT INTENTIONALLY BLANK] 

 
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 IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officers, thereunto duly
authorized effective as of the 22nd day of October, 2002. 
  
 
	  	 	 CARDIMA, INC., a Delaware corporation
 
	 
	  	 	 By:
 	 	  
	  	 	  	 	 

	  	 	  	 	 Name:    Ronald R. Bourquin
 
	  	 	  	 	 Title:      Chief Financial Officer
 

 
 
	 
	 ACKNOWLEDGED AND ACCEPTED:
 
	 
	 “HOLDER”
  
  
 
	 

	 
	 By:
 	 	  
	  	 	 

	  	 	 Name:
 	 	  
	  	 	  	 	 

	  	 	 Title:
 	 	  
	  	 	  	 	 


 

 
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 FORM OF SUBSCRIPTION 
  
 (To be signed only upon exercise of Warrant) 
  
 To:   Cardima, Inc. 
  
 The undersigned, the holder of the within Warrant, hereby
irrevocably elects to exercise such Warrant for, and to purchase thereunder,
                                        
         (                        ) shares of Common Stock of Cardima, Inc.
(the “Company”), and tenders herewith payment in the amount of $                            
therefor. 
  
 The certificates for such shares should be issued in the name of, and delivered to,
                                        
                                 whose address is
                                        
                                        
                                        
                                        
                        
                                        
                                        
    . 
  
 The undersigned represents, unless the exercise of this Warrant has been registered
under the Securities Act of 1933, as amended (the “Securities Act”), that (i) the undersigned is acquiring such Common Stock for his or its own account for investment and not with a view to or for sale in connection with any distribution
thereof (except for any resale pursuant to a registration statement under the Securities Act), (ii) the undersigned has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the
undersigned’s investment in the shares of Common Stock, (iii) the undersigned has received all of the information the undersigned requested from the Company and the undersigned considers necessary or appropriate for deciding whether to purchase
the shares, (iv) the undersigned has the ability to bear the economic risks of the undersigned’s prospective investment, (v) the undersigned is able, without materially impairing his financial condition, to hold the shares of Common Stock for
an indefinite period of time and to suffer complete loss on the undersigned’s investment and (vi) the undersigned is an “accredited investor” as defined in Securities and Exchange Commission Rule 501(a). 
  
 Please issue a new Warrant for the unexercised portion of the attached Warrant in the name of the undersigned or in such other name as is
specified here
                                        
                                        
                                    . 
  
 
	 DATED:
 	 	  
 
	 	  	 	  
	 
	  	 	  	 	 
(Signature must conform in all respects to name of
 holder as specified on the face of the Warrant)
 	 	  
	 
	  	 	  	 	 
	 	  
	 
	  	 	  	 	 
(Address)
 	 	  

 

 
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 THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT. 
  
 ASSIGNMENT FORM 
  
 (To be executed only upon transfer of this Warrant) 
  
 For value received, the undersigned
registered holder of the within Warrant hereby sells, assigns and transfers unto
                                        
     (the “Assignee”) the right represented by such Warrant to purchase                   Warrant Shares and all other rights of
the Holder with respect thereto under the within Warrant, and appoints
                                        
as Attorney to make such transfer on the books of Cardima, Inc. maintained for such purpose, with full power of substitution in the premises. 
  
 The undersigned also represents that, by assignment hereof, the Assignee acknowledges that this Warrant and the Warrant Shares to be issued upon exercise hereof are being acquired for investment and
that the Assignee will not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of the Securities Act of 1933, as amended, or any
state securities laws. Further, the Assignee has acknowledged that upon exercise of this Warrant, the Assignee shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the Warrant Shares so purchased are
being acquired for investment and not with a view toward distribution or resale and that such Assignee is an “accredited investor” as defined in Securities and Exchange Commission Rule 501(a). 
  
  
 
	 Dated
 	 	  
 
	 	  	 	  
	 
	  	 	  	 	 
(Signature)
 	 	  
	 
	  	 	  	 	 
(Print Name)
 	 	  
	 
	  	 	  	 	 
(Street Address)
 	 	  
	 
	  	 	  	 	 
(City)                        (State)           
     (Zip Code)
 	 	  

 

 
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