Exhibit
10.2

    


    WARRANT
PURCHASE AGREEMENT

     

    This
WARRANT PURCHASE AGREEMENT, dated
effective as of November 19, 2009 (this “Agreement”), is entered into
by and between Patient Safety Technologies, Inc., a Delaware corporation (the
“Company”), and Cardinal
Health, Inc. (“Investor”).

     

    RECITALS

     

    1.           On
even date herewith, the Company and a wholly-owned subsidiary of Investor are
entering into a Supply and Distribution Agreement (the “Distribution
Agreement”).

     

    2.           In
connection therewith, the Company and the Investor desire that the Company issue
to Investor certain Warrants to purchase Common Stock of the Company (“Common Stock”) and enter into
an ancillary Registration Rights Agreement with Investor.

     

    3.           The
Company and Investor desire to enter into this Agreement to provide for the
acquisition of such Warrants by Investor from the Company and the Company’s
issuance to Investor of such Warrants, all on the terms and conditions set forth
below.

     

    AGREEMENT

     

    NOW
THEREFORE, in consideration of the foregoing, and the representations,
warranties, covenants and agreements set forth below, the parties hereto,
intending to be legally bound, hereby agree as follows:

     

    1.           Purchase.  Subject
to the terms and conditions hereof, the Company and Investor agree as
follows:

     

    (a)           Warrants Acquisition. Investor hereby
acquires two separate Warrants, both in form and substance attached hereto as
Exhibit A, to acquire 1,250,000 shares of Common Stock and 625,000 shares of
Common Stock, respectively, at exercise prices of $2.00 per share and $4.00 per
share, respectively (each a “Warrant” and collectively, the
“Warrants”), in
consideration of the parties entering into the Distribution
Agreement.

     

    (b)           Registration Rights
Agreement. In connection with the issuance of the Warrants, the Company
and Investor are entering into the Registration Rights Agreement in form and
substance attached hereto as Exhibit B (the “Registration Rights
Agreement”).

     

    (c)           Delivery.  The sale
and acquisition of the Warrants (the “Closing”) shall be held at
such place and time on the date hereof as the Company and Investor may determine
in connection with the execution of the Distribution Agreement (the “Closing Date”).  At
the Closing, the Company shall issue to Investor the Warrants duly executed and
registered in the name of Investor (and countersigned by Investor if required by
the Company).  At the Closing, the Company and Investor also shall
each execute and deliver to the other the Distribution Agreement and
Registration Rights Agreement (collectively, together with this Agreement,
the “Transaction
Agreements”).  The total amount of shares of Common Stock and
other securities issuable upon exercise of the Warrants are hereinafter referred
to as the “Conversion
Stock.”  The Warrants and the Conversion Stock are hereinafter
collectively referred to as the “Securities.”


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    2.           Representations
and Warranties of the Company. Except as set forth in the Disclosure
Letter delivered to Investor concurrently herewith (the “Disclosure Letter”) and the
SEC Reports (as defined Section 2(h) below) filed since December 31, 2007
(excluding the schedules (but not exhibits attached or referenced therein) and
any disclosures only set forth in the risk factor section or forward looking
statements contained therein), which Disclosure Letter and SEC Reports shall be
deemed a part hereof and shall qualify any representation made herein to the
extent such qualification is reasonably apparent on its face, the Company hereby
makes the following representations and warranties to Investor:

     

    (a)           Subsidiaries.  The
Company has one subsidiary, SurgiCount Medical, Inc., a California corporation
(the “Subsidiary”).  The
Company owns, directly or indirectly, all of the capital stock or other equity
of the Subsidiary free and clear of any liens, claims, charges or encumbrances
and all of the issued and outstanding shares of capital stock of the Subsidiary
are validly issued and are fully paid, non-assessable and free of preemptive and
similar rights to subscribe for or purchase securities.  

     

    (b)           Organization and
Qualification.  Each of the Company and the Subsidiary is an
entity duly incorporated or otherwise organized, validly existing and in good
standing under the laws of the jurisdiction of its incorporation or organization
(as applicable), with the requisite power and authority to own and use its
properties and assets and to carry on its business as currently
conducted.  Neither the Company nor the Subsidiary is in violation or
default of any of the provisions of its respective certificate or articles of
incorporation, bylaws or other organizational or charter
documents.  Each of the Company and the Subsidiary is duly qualified
to conduct business and is in good standing as a foreign corporation or other
entity in each jurisdiction in which the nature of the business conducted or
property owned by it makes such qualification necessary, except where the
failure to be so qualified or in good standing, as the case may be, could not
have or reasonably be expected to result in (i) a material adverse effect on the
legality, validity or enforceability of any of the Transaction Agreements, (ii)
a material adverse effect on the results of operations, assets, business,
prospects or condition (financial or otherwise) of the Company and the
Subsidiary, taken as a whole, or (iii) a material adverse effect on the
Company’s ability to perform in any material respect on a timely basis its
obligations under any of the Transaction Agreements (any of (i), (ii) or (iii),
a “Material Adverse
Effect”) and no action, claim, suit, investigation or proceeding has been
instituted in any such jurisdiction revoking, limiting or curtailing or seeking
to revoke, limit or curtail such power and authority or
qualification.

     

    (c)           Authorization;
Enforcement.  The Company has the requisite corporate power and
authority to enter into and to consummate the transactions contemplated by each
of the Transaction Agreements and otherwise to carry out its obligations
thereunder.  The execution and delivery of the Transaction Agreements
and the consummation by the Company of the transactions contemplated thereby
have been duly authorized by all necessary action on the part of the Company,
and no further action is required by the Company, its Board of Directors or the
Company’s stockholders in connection therewith.  The Transaction
Agreements have been (or upon delivery will have been) duly executed by the
Company and, when delivered in accordance with the terms thereof, will
constitute the valid and binding obligation of the Company enforceable against
the Company in accordance with its terms, except (i) as limited by general
equitable principles and applicable bankruptcy, insolvency, reorganization,
moratorium and other laws of general application affecting enforcement of
creditors’ rights generally, (ii) as limited by laws relating to the
availability of specific performance, injunctive relief or other equitable
remedies and (iii) insofar as indemnification and contribution provisions may be
limited by applicable law. 

     

    
      
         


      

      
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    (d)           No Conflicts.  The
execution, delivery and performance of the Transaction Agreements by the Company
and the consummation by the Company of the other transactions contemplated
thereby do not and will not: (i) conflict with or violate any provision of the
Company’s or the Subsidiary’s certificate or articles of incorporation, bylaws
or other organizational or charter documents, or (ii) conflict with, or
constitute a default (or an event that with notice or lapse of time or both
would become a default) under, result in the creation of any lien, claim, charge
or encumbrance upon any of the properties or assets of the Company or the
Subsidiary, or give to others any rights of termination, amendment, acceleration
or cancellation (with or without notice, lapse of time or both) of, any
agreement, credit facility, debt or other instrument (evidencing a Company or
Subsidiary debt or otherwise) or other understanding to which the Company or the
Subsidiary is a party or by which any property or asset of the Company or the
Subsidiary is bound or affected, or (iii) subject to the Required Approvals (as
defined below), conflict with or result in a violation of any law, rule,
regulation, order, judgment, injunction, decree or other restriction of any
court or governmental authority to which the Company or the Subsidiary is
subject (including federal and state securities laws and regulations), or by
which any property or asset of the Company or the Subsidiary is bound or
affected; except in the case of each of clauses (ii) and (iii), such as could
not have or reasonably be expected to result in a Material Adverse
Effect.

     

    (e)           Filings, Consents and
Approvals.  The Company is not required to obtain any consent,
waiver, authorization or order of, give any notice to, or make any filing or
registration with, any court or other federal, state, local or other
governmental authority or other person in connection with the execution,
delivery and performance by the Company of the Transaction Agreements, other
than (i) the filing with the Securities & Exchange Commission (the “SEC”) of any registration
statement required under the Registration Rights Agreement, and (ii) the filing
of a Form 8-K and Form D with the SEC and such filings as are required to be
made under applicable state securities laws (collectively, the “Required
Approvals”).

     

    (f)           Issuance of
Securities.  The Securities are duly authorized and, when
issued and paid for in accordance with the Transaction Agreements, will be duly
and validly issued, fully paid and nonassessable, free and clear of all liens,
claims, charges and encumbrances other than restrictions on transfer provided
for in this Agreement and applicable state and federal securities
laws.   

     

    
      
         


      

      
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    (g)           Capitalization.  The
capitalization of the Company is as set forth in Section 2.1(g) of the
Disclosure Letter.  No person has any right of first refusal,
preemptive right, right of participation, or any similar right to participate in
the transactions contemplated by this Agreement.  Except as a result
of the acquisition of the Securities and as otherwise disclosed in the
Disclosure Letter and SEC Reports, there are no outstanding options, warrants,
scrip rights to subscribe to, calls or commitments of any character whatsoever
relating to, or securities, rights or obligations convertible into or
exercisable or exchangeable for, or giving any person any right to subscribe for
or acquire, any shares of Common Stock, or contracts, commitments,
understandings or arrangements by which the Company or the Subsidiary is or may
become bound to issue additional shares of Common Stock. The issuance and sale
of the Securities will not obligate the Company to issue shares of Common Stock
or other securities to any person (other than Investor) and will not result in a
right of any holder of Company securities to adjust the exercise, conversion,
exchange or reset price under any of such securities. All of the outstanding
shares of capital stock of the Company are validly issued, fully paid and
nonassessable, have been issued in compliance with all federal, state and
foreign securities laws, and none of such outstanding shares was issued in
violation of any preemptive rights or similar rights to subscribe for or
purchase securities.  No further approval or authorization of any
stockholder, the Board of Directors of the Company or others is required for the
issuance and sale of the Securities.  There are no stockholders
agreements, voting agreements or other similar agreements with respect to the
Company’s capital stock to which the Company is a party or, to the knowledge of
the Company, between or among any of the Company’s
stockholders. 

     

    (h)           SEC Reports; Financial
Statements.  The Company has filed all reports, schedules,
forms, statements and other documents required to be filed by the Company under
the Securities Act of 1933, as amended (the “Securities Act”) and the
Securities and Exchange Act of 1934, as amended (the “Exchange Act”), including
pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date
hereof (or such shorter period as the Company was required by law or regulation
to file such material) (the foregoing materials, including the exhibits thereto
and documents incorporated by reference therein, being collectively referred to
herein as the “SEC
Reports”).  As of their respective dates, the SEC Reports
complied in all material respects with the requirements of the Securities Act
and the Exchange Act, as applicable, and none of the SEC Reports, when filed,
contained any untrue statement of a material fact or omitted to state a material
fact required to be stated therein or necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading.  The financial statements of the Company included in the
SEC Reports have been prepared in accordance with United States generally
accepted accounting principles applied on a consistent basis during the periods
involved (“GAAP”),
except as may be otherwise specified in such financial statements or the notes
thereto and except that unaudited financial statements may not contain all
footnotes required by GAAP, and fairly present in all material respects the
consolidated financial position of the Company and the Subsidiary as of and for
the dates thereof and the consolidated results of operations and cash flows for
the periods then ended, subject, in the case of unaudited statements, to normal,
immaterial, year-end audit adjustments.

     

    (i)           Material
Changes.  Since the date of the latest audited financial
statements included within the SEC Reports, except as specifically disclosed in
a subsequent SEC Report filed prior to the date hereof, (i) there has been no
event, occurrence or development that has had or that could reasonably be
expected to result in a Material Adverse Effect, (ii) the Company has not
incurred any liabilities (contingent or otherwise) other than (A) trade payables
and accrued expenses incurred in the ordinary course of business consistent with
past practice and (B) liabilities incurred in the ordinary course of business
that are not required to be reflected in the Company’s financial statements
pursuant to GAAP or disclosed in filings made with the Commission, (iii) the
Company has not altered its method of accounting, (iv) the Company has not
declared or made any dividend or distribution of cash, other than dividends
related to the Company’s Series A Preferred Stock, or other property to its
stockholders or purchased, redeemed or made any agreements to purchase or redeem
any shares of its capital stock and (v) the Company has not issued any equity
securities to any officer, director or affiliate, except pursuant to existing
Company stock option plans or written compensation arrangements or pursuant to a
private placement of securities.

     

    
      
         


      

      
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    (j)           Litigation.  Except
as set forth on Schedule 3.1(j), there is no action, suit,  or
proceeding pending or, to the knowledge of the Company, threatened against the
Company, the Subsidiary or any of their respective properties or assets before
or by any court or governmental agency (collectively, an “Action”) which
(i) adversely affects or challenges the legality, validity or
enforceability of any of the Transaction Agreements or the Securities or
(ii) could, if there were an unfavorable decision, have or reasonably be
expected to have a material adverse effect against the
Company.  Neither the Company nor the Subsidiary, nor to the actual
knowledge of the officer signing this Agreement, any current director or officer
thereof, is or has been the subject of any Action involving a claim of violation
of or liability under federal or state securities laws or a claim of breach of
fiduciary duty in connection with the Company. There has not been, and to the
knowledge of the Company, there is not pending or contemplated, any
investigation by the SEC involving the Company or, to the actual knowledge of
the officer signing this Agreement, any current director or officer of the
Company.

     

    (k)           Compliance.  Neither
the Company nor the Subsidiary (i) is in violation of any order of any
court or governmental agency, or (ii) is in violation of any statute, rule
or regulation of any governmental authority, including without limitation all
foreign, federal, state and local laws applicable to its business, except in
those circumstances under either (i) or (ii) above where such violation has not
caused a material adverse effect against the Company.

     

    (l)           Patents and
Trademarks.    Neither the Company nor the Subsidiary
has received any written notice that any of the patents, patent applications,
trademarks, trademark applications, service marks, trade names, trade secrets,
inventions, copyrights, licenses and other intellectual property rights and
similar rights necessary or material for use in connection with their respective
businesses as described in the SEC Reports  as used by the Company or
the Subsidiary violates or infringes upon the intellectual property rights of
any person.

     

    (m)           Private
Placement.  Assuming the accuracy of Investor’s representations
and warranties set forth in Section 3, no registration under the Securities Act
is required for the offer and sale of the Securities by the Company to Investor
as contemplated hereby.  The issuance and sale of the Securities
hereunder does not contravene the rules and regulations of the trading market on
which the Common Stock is listed or quoted for trading (the “Trading Market”).

     

    (n)           No Integrated
Offering.  Assuming the accuracy of Investor’s representations
and warranties set forth in Section 3, neither the Company, nor any of its
affiliates, nor any person acting on its or their behalf has, directly or
indirectly, made any offers or sales of any security or solicited any offers to
buy any security, under circumstances that would cause this offering of the
Securities to be integrated with prior offerings by the Company for purposes of
(i) the Securities Act which would require the registration of any such
securities under the Securities Act, or (ii) any applicable shareholder
approval provisions of any Trading Market.

     

    
      
         


      

      
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    3.           Representations
and Warranties of Investor. Investor represents and warrants to the
Company as of the Closing as follows:

     

    (a)           Binding Obligation. Investor
has full legal capacity, power and authority to execute and deliver the
Transaction Agreements and to perform its obligations
thereunder.  Each of the Transaction Agreements executed by Investor
is a valid and binding obligation of Investor, enforceable in accordance with
its terms, except as limited by bankruptcy, insolvency or other laws of general
application relating to or affecting the enforcement of creditors’ rights
generally and general principles of equity.  The execution, delivery,
and performance of the Transaction Agreements have been duly authorized by
Investor.

     

    (b)           No Transfer or Assignment of
Securities or Claims.  Investor has not sold, assigned,
transferred or exercised any of the Securities to be issued to Investor, and has
not transferred or assigned any claim, right or interest associated
therewith.

     

    (c)           Investment Intent; Capacity to
Protect Securities.  Investor is purchasing
or will purchase, as applicable, the Securities solely for its own account for
investment and not with a view to or for sale in connection with any
distribution of the Securities or any portion thereof, and not with any present
intention of selling, offering to sell or otherwise disposing of or distributing
the Securities or any portion thereof in any transaction other than a
transaction registered under the Securities Act or exempt from registration
under the Securities Act.  Investor also represents that the entire
legal and beneficial interest of the Securities is being purchased, and as of
the date hereof will be held, for Investor’s account only, and neither in whole
or in part for any other person.

     

    (d)           Accredited Investor. Investor is an “accredited
investor” within the meaning of Rule 501 under the Securities Act.

     

    (e)           Information Concerning the
Company.  Investor has heretofore discussed the Company’s
plans, operations and financial condition with the Company and the Company’s
officers and has heretofore received all such information as Investor has deemed
necessary and appropriate to enable Investor to evaluate the financial risk
inherent in making an investment in the Securities, and Investor has received
information satisfactory to Investor concerning the business and financial
condition of the Company in response to all inquiries in respect
thereof.

     

    (f)           Economic Risk. Investor
realizes that the purchase of the Securities will be a highly speculative
investment and involves a high degree of risk, and Investor is able, without
impairing Investor’s financial condition, to hold the Securities for an
indefinite period of time and to suffer a complete loss on its
investment.

     

    (g)           Risk Factor
Disclosure.  Investor has reviewed the Company’s SEC Reports,
including without limitation, the risk factor disclosure contained
therein.

     

    
      
         


      

      
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    (h)           Advice of Counsel and Tax
Advisors.  Investor has obtained, or has had the opportunity to
obtain, the advice of independent legal and tax counsel with respect to this
Agreement and all legal and tax matters relating hereto or arising in connection
herewith.

     

    (i)           Restricted
Securities.  Investor understands and acknowledges
that:

     

    (i)           The
Securities have not been registered under the Securities Act in reliance upon a
specific exemption therefrom, which exemption depends upon, among other things,
the bona fide nature of Investors’ investment intent as expressed herein.
Investor understands that, in the view of the SEC, the statutory basis for such
exemption may be unavailable if Investor’s representations of present intent are
predicated solely upon a present intention to hold the Securities for the
minimum capital gains period specified under tax statutes, for a deferred sale,
for or until an increase or decrease in the market price of the Securities, or
for a fixed period in the future; and

     

    (ii)           The
Securities must be held indefinitely unless they are subsequently registered
under the Act or unless an exemption from such registration is otherwise
available.  Investor further acknowledges and understands that the
Company is under no obligation to register the Securities except as provided in
the Registration Rights Agreement.  In addition, Investor understands
that, subject to Section 4(a)
of this Agreement, any certificate or certificates evidencing the
Securities will be imprinted with a legend which prohibits the transfer of the
Securities unless they are registered or such registration is not required in
the opinion of counsel satisfactory to the Company.

     

    4.           Covenants.

     

    (a)           Removal of
Legend.  Certificates evidencing the Conversion Stock shall not
contain any legend (i) while a registration statement covering the resale of the
Conversion Stock is effective under the Securities Act, or (ii) following any
sale of the Conversion Stock pursuant to Rule 144, or (iii) if the Conversion
Stock is eligible for sale without restriction under Rule 144, or (iv) if
such legend is not required under applicable requirements of the Securities Act
(including judicial interpretations and pronouncements issued by the staff of
the SEC). The Company shall promptly cause its counsel to issue a legal opinion
to its transfer agent if required by the transfer agent to effect the removal of
the legend hereunder. If all or any portion of a Warrant is exercised at a time
when there is an effective registration statement to cover the resale of the
Conversion Stock or such Conversion Stock is being acquired pursuant to a
cashless exercise and is eligible for sale under Rule 144 without restriction,
such Conversion Stock shall be issued free of all legends. The Company agrees
that at such time as a legend is no longer required hereunder, it will, no later
than five business days following the delivery by Investor to  the
transfer agent of a certificate representing the Conversion Stock issued with a
restrictive legend and simultaneous written notice to the Company (including the
CEO, CFO and the Company’s outside counsel as set forth in the Notice Section to
this Agreement) (such fifth business day, the “Legend Removal Date”), deliver
or cause to be delivered to Investor a certificate representing such stock that
is free from all restrictive and other legends. The Company may not make any
notation on its records or give instructions to its transfer agent that enlarge
the restrictions on transfer set forth in the Transaction
Agreements.   As liquidated damages and Investor’s sole recourse
for damages against the Company, the Company shall pay to Investor, in cash, as
liquidated damages in full and not as a penalty, for each $1,000 of Conversion
Stock (based on the Fair Market Value (as defined in the Warrants) of Common
Stock on the date such Conversion Stock is submitted to the Company or its
transfer agent) delivered for removal of the restrictive legend, $1 per business
day for each business day after the Legend Removal Date (increasing to $2 per
business day after the tenth business day following the date such damages have
begun to accrue) until such certificate is delivered without a legend, unless
the Company is disputing such legend removal in good faith. Notwithstanding the
foregoing, unless the Company is disputing such legend removal in good faith, if
the failure to deliver such certificate is the result of the Company’s willful
action or omission, then Investor’s remedies shall not limited as set forth in
the immediately preceding sentence.

     

    
      
         


      

      
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    (b)           Integration. The Company
shall not sell, offer for sale or solicit offers to buy or otherwise negotiate
in respect of any security (as defined in Section 2 of the Securities Act) that
would be integrated with the offer or sale of the Securities in a manner that
would require the registration under the Securities Act of the sale of the
Securities to Investor or that would be integrated with the offer or sale of the
Securities to Investor for purposes of the rules and regulations of any Trading
Market such that it would require shareholder approval prior to the closing of
such other transaction unless shareholder approval is obtained before the
closing of such subsequent transaction.

     

    (c)           Publicity. The Company and
Investor shall consult with each other in issuing any press releases with
respect to the transactions contemplated hereby, and neither the Company nor
Investor shall issue any such press release or otherwise make any such public
statement without the prior consent of the Company, with respect to any press
release of Investor, or without the prior consent of Investor, with respect to
any press release of the Company, which consent shall not unreasonably be
withheld or delayed, except if such disclosure is required by any law or
regulation or the regulations of the Trading Market or stock exchange on which
such party’s capital stock is listed or quoted, in which case the disclosing
party shall promptly provide the other party with prior notice of such public
statement or communication. Notwithstanding the foregoing, Investor acknowledges
and consents to the filing of and disclosure under any 8-K or other SEC periodic
report (and any exhibits therein, including any Transaction Agreement) the
Company files with the SEC upon the advice of its counsel in connection with the
Transaction Agreements and the transactions contemplated
thereunder.

     

    (d)           Listing of Common
Stock.  The Company agrees that if the Company applies to have the
Common Stock traded on a Trading Market, and so long as the Company elects to
have its Common Stock traded on a Trading Market, it will include in such
application all of the Conversion Stock, and will take such other action as is
necessary to cause all of the Conversion Stock to be listed on such Trading
Market as promptly as possible.

     

    5.           Dispute
Resolution.

     

    (a)           General
Provisions.

     

    (i)           Any
dispute, controversy or claim arising out of or relating to this Agreement but
not arising out of or relating to the Distribution Agreement (a “Dispute”) shall be resolved in
accordance with the procedures set forth in this Section 5, which shall be
the sole and exclusive procedures for the resolution of any such Dispute unless
otherwise specified in this Section 5 below.

     

    
      
         


      

      
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    (ii)           Commencing
with a request contemplated by Section 5(b) set forth below, all communications
between the parties or their representatives in connection with the attempted
resolution of any Dispute shall be deemed to have been delivered in furtherance
of a Dispute settlement and shall be exempt from discovery and production, and
shall not be admissible into evidence for any reason (whether as an admission or
otherwise), in any arbitral, court or other proceeding for the resolution of any
Dispute.

     

    (iii)           The
specific procedures set forth in this Section 5 below, including the time limits
referenced therein, may be modified by agreement of both of the parties in
writing.

     

    (iv)           All
applicable statutes of limitations and defenses based upon the passage of time
shall be tolled while the procedures specified in this Section 5 are
pending.  The parties will take any necessary or appropriate action
required to effectuate such tolling.

     

    (b)           Consideration by Senior
Executives.  If a Dispute is not resolved in the normal course
of business at the operational level, the parties shall attempt in good faith to
resolve the Dispute by negotiation.  Either party may initiate the
executive negotiation process by providing a written notice to the other (the
“Initial
Notice”).  Within 15 days after delivery of the Initial Notice,
the receiving party shall submit to the other a written response (the “Response”).  The
Initial Notice and the Response shall include (i) a statement of the Dispute and
of each party’s position and (ii) the name and title of the individual who
will represent that party and of any other person who will accompany that
individual.  The parties agree that such individuals shall have full
and complete authority to resolve any Disputes submitted pursuant to this
Section 5(b).  Such individuals will meet in person or by
teleconference or video conference within 30 days of the date of the Initial
Notice to seek a resolution of the Dispute.  In the event that the
parties are unable to agree to a format for such meeting, the meeting shall be
convened by teleconference.

     

    (c)           Mediation.  If a
Dispute is not resolved by negotiation as provided in Section 5(b) within 45
days from the delivery of the Initial Notice, then either party may submit the
Dispute for resolution by mediation pursuant to the CPR Institute for Dispute
Resolution (the “CPR”)
Model Mediation Procedure as then in effect.  The parties shall (i)
conduct the mediation in Chicago, Illinois, and (ii) select a mutually agreeable
mediator from the CPR Panels of Distinguished Neutrals in the selected
location.  If the parties are unable to agree upon a mediator, the
parties agree that CPR shall select a mediator from its panels consistent with
its mediation rules.  The parties shall agree to a mutually convenient
date and time to conduct the mediation; provided that the mediation must occur
within 30 days of the request unless a later date is agreed to by the parties in
writing.  Each party shall bear its own fees, costs and expenses and
an equal share of the expenses of the mediation.  Each party shall
designate an individual to have full and complete authority to resolve the
Dispute and to represent its interests in the mediation, and each party may, in
its sole discretion, include any number of other representatives in the
mediation process.  At the commencement of the mediation, either party
may request to submit a written mediation statement to the
mediator.  If a Dispute is not resolved by mediation pursuant to this
section, the parties are free to pursue any relief not inconsistent with this
Agreement.  The parties agree that mediation pursuant to this section must
precede the commencement of any formal action regarding a dispute, e.g.,
litigation, except that nothing in this provision will prohibit a party from
seeking any injunctive relief to which it may be entitled.  Nothing in this
provision will prohibit a party from arguing that a failure to timely seek
injunctive relief by the other demonstrates that there is no reasonable threat
of immediate harm.

     

    
      
         


      

      
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    6.           Miscellaneous.

     

    (a)           Waivers and Amendments. Any
provision of this Agreement may be amended, waived or modified only upon the
written consent of both the Company and Investor.

     

    (b)           Governing Law. This Agreement
shall be governed by and construed and enforced in accordance with the laws of
the State of Delaware and without regard to any conflicts of laws concepts which
would apply the substantive law of some other jurisdiction, and shall be binding
upon and inure to the benefit of the parties hereto and their respective heirs,
personal representatives, successors or assigns. Venue for any litigation
hereunder shall be in the applicable state or federal courts located in the
State of Delaware.

     

    (c)           Survival. The representations
and warranties made herein shall survive the execution and delivery of this
Agreement for a period of two (2) years.  The covenants and agreements
contained herein shall survive until fully performed.

     

    (d)           Successors and Assigns. The
rights and obligations of the Company and Investor shall be binding upon and
benefit the successors, assigns, heirs, administrators and transferees of the
parties.

     

    (e)           Entire Agreement. This
Agreement together with the other Transaction Agreements constitute and contain
the entire agreement among the Company and Investor and supersede any and all
prior agreements, negotiations, correspondence, understandings and
communications among the parties, whether written or oral, respecting the
subject matter hereof.

     

    (f)           No Third-Party
Beneficiaries.  This Agreement is intended for the benefit of
the parties hereto and their respective successors and permitted assigns and is
not for the benefit of, nor may any provision hereof be enforced by, any other
person.

     

    (g)           Notices. Any notices, reports
or other correspondence (hereinafter collectively referred to as
"correspondence") required or permitted to be given hereunder shall be in
writing and shall be sent by postage prepaid first class mail, courier or
telecopy or delivered by hand to the party to whom such correspondence is
required or permitted to be given hereunder, and shall be deemed sufficient upon
receipt when delivered personally or by courier, overnight delivery service or
confirmed facsimile, or three business days after being deposited in the regular
mail as certified or registered mail (airmail if sent internationally) with
postage prepaid, if such notice is addressed to the party to be notified at such
party's address or facsimile number as set forth below:

     

    
      
        
           


        

        
          10

          
            

          

        

        
           


        

      

    

     

    (i)           All
correspondence to the Company shall be addressed as follows:

     

    Patient
Safety Technologies, Inc.

    43460
Ridge Park Drive, Suite 140

    Temecula,
CA 92951

    Attention:
Steven H. Kane, President and Chief Executive Officer

    Facsimile:
951.587.6237

     

    with a
copy to:

     

    Reed
Smith LLP

    101
Second Street, Suite 2000

    San
Francisco, CA 94105

    Attention:
Donald C. Reinke

    Facsimile:
415.391.8269

    


    (ii)           All
correspondence to Investor shall be sent to Investor at the address set forth on
the signature page hereto.

     

    (h)           Expenses. Each party shall be
responsible for its own fees and expenses, incurred in connection with the
preparation, execution and delivery of this Agreement and the other
Transaction  Agreements.

     

    (i)           Severability of this
Agreement.  Should any part or provision of this Agreement be
held unenforceable or in conflict with the applicable laws or regulations of any
jurisdiction, the invalid or unenforceable part or provisions shall be replaced
with a provision which accomplishes, to the extent possible, the original
business purpose of such part or provision in a valid and enforceable manner,
and the remainder of this Agreement shall remain binding upon the parties
hereto.

     

    (j)           Singular/Plural;
Gender.  Where the context so requires or permits, the use of
the singular form includes the plural, the use of the plural form includes the
singular, and the use of any gender includes any and all genders.  As
used herein, the word “person” means any natural person, general or limited
partnership, corporation, association, limited liability company or other
entity.

     

    (k)           Inclusive
Language.  As used herein, the word “or” is not exclusive and
the word “including” is not limiting (whether or not non-limiting language such
as “without limitation” or “but not limited to” or words of similar import are
used in reference thereto).

     

    (l)           Counterparts. This Agreement
may be executed in any number of counterparts, each of which shall be an
original, but all of which together shall be deemed to constitute one
instrument.

     

    
      
         


      

      
        11

        
          

        

      

      
         


      

    

     

    IN
WITNESS WHEREOF, the parties hereto have caused this Warrant Purchase Agreement
to be duly executed by their respective authorized signatories as of the date
first indicated above.

     

    


    
      
        
          
            
              
                
                  
                    	 
      	
                            COMPANY:

                          
	 	 
	 
      	
                            Patient
      Safety Technologies, Inc.

                          
	 
      	
                            a
      Delaware corporation

                          
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                            By:

                          	 
      
	 
      	 
      	
                            Signature

                          
	 	 	 


                  

                

              

            

          

        

      

    

    
      
        
          	 
      	
                  Print
      Name:

                	 
      


        

      

    

    
      
        
          	 
      	
                  Title:

                	 
      


        

      

    

     

    CARDINAL
HEALTH, INC.

     

     

    
      
        
          
            
              	
                      By:

                    	 
      	 


            

          

        

      

       

      
        
          
            
              	
                      Print
      Name of Authorized Signatory:

                    	 
      	 


            

          

        

      

       

      
        
          
            
              	
                      Title
      of Authorized Signatory:

                    	 
      	 


            

          

        

      

       

      
        
          
            
              	
                      EIN
      for Investor:

                    	 
      	 


            

          

        

      

       

      
        
          
            
              	
                      Email
      Address of Investor:

                    	 
      	 


            

          

        

      

       

      
        
          
            
              	
                      Facsimile
      Number of Investor:

                    	 
      	 


            

          

        

      

       

      
        
          
            
              
                
                  	
                          Address
      for Notice of Investor:

                        	 
      	 
	 
      	 
      	 
	 
      	 
      	 


                

              

            

          

        

      

       

      Address
for Delivery of Securities for Investor

      
        
          
            
              
                
                  	
                          (if
      not same as address for notice):

                        	 
      	 
	 
      	 
      	 
	 
      	 
      	 


                

              

            

          

        

      

      

        
          
             


          

          
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