ex43.htm


    Exhibit
      4.3

     

    Exhibit
      A

    


    


    Warrant
      No. _______________

     

    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 A STOCK AND WARRANT PURCHASE AGREEMENT BETWEEN
      THE ORIGINAL PURCHASER AND THE COMPANY (COPIES OF WHICH MAY BE OBTAINED FROM
      THE
      COMPANY).

     

    REDEEMABLE
      WARRANT TO PURCHASE SHARES

    OF
      COMMON STOCK OF CARDIMA, INC.

     

    This
      certifies that _________________ (the “Holder”), for value received is entitled
      to purchase from Cardima, Inc., a Delaware corporation (the “Company”),
      ________________ (________)1 fully paid and nonassessable shares of
      the Company’s Common Stock (the “Warrant Shares”) at a price of $ 0.55 [which
      exercise price shall be equal to 110% of the Purchase Price] per share (the
      “Stock Purchase Price”) at any time or from time to time on or after the
      Commencement Date (as defined below) 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, such exercise to be conditioned upon
      the
      accuracy of all representations and warranties contained in such Form of
      Subscription.  The Stock Purchase Price and the number of shares
      purchasable hereunder are subject to adjustment as provided in Section 3 of
      this
      Warrant.  “Commencement Date” means the date which is six (6) months
      after the date of issuance of this Warrant and “Expiration Date” means the
      earlier of (i) five (5) years from the date hereof, (ii) the occurrence of
      an
      event, proposal of which is described in subsection (d) of Section 3.4 which
      causes termination of this Warrant under Section 3.4, or (iii) on the date
      specified in the Notice of Redemption (as defined below) pursuant to Section
      7.  This Warrant is issued pursuant to the Stock and Warrant Purchase
      Agreement between the Company and Holder dated as of the date hereof (the
“Purchase Agreement”).

     

     

    _____________________________________________________

    
        
        1
          Insert a number of
          shares equal to 15% of the number of Common Stock purchased under the
          Subscription Agreement.

      

    

     

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    This
      Warrant is subject to the following terms and conditions:

     

    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
      on or after the Commencement Date and 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 the
      greater of (a) twenty-five (25%) of the number of Warrant Shares which may
      initially be purchased hereunder or (b) one thousand (1,000) Warrant Shares
      (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 by surrender to the Company of this
      Warrant properly endorsed with the Form of Subscription attached hereto duly
      filled in and signed and payment by cash, cashier’s check or wire transfer of
      immediately available funds and specifying the number of Warrant Shares to
      be
      purchased, 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 best 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.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    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, 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

        
          

        

      

      
        
        

      

    

    3.3  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  Certain
      Termination Events; 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) 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,
      if
      after the Commencement Date.  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 and in connection with the occurrence of an
      event
      described in clause (d) above such notice shall specify the anticipated net
      equity value that will accrue to Common Stock holders so that the Holder can
      make an informed decision whether or not to exercise this Warrant.  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) in which the holders of the Company’s voting securities
      of the Company immediately prior to the event do not hold at least fifty percent
      (50%) of the voting securities of the Company or the surviving entity (in a
      sale
      of assets, the Company shall be the surviving entity) resulting from such event
      immediately after such event, this Warrant shall terminate unless the Company
      has negotiated (which it is under no obligation to do) for the assumption of
      this Warrant.  Upon the occurrence of an event described in clause (c)
      and, subject to the immediately preceding sentence, 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)
      and provided that this Warrant does not terminate as provided in the second
      sentence immediately preceding this sentence, 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 the 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

        
          

        

      

      
        
        

      

    

    3.5  Adjustment
      of Number of Warrant Shares.  The
      number of Warrant Shares purchasable hereunder shall be reduced on a one-for-one
      basis by the number of shares of Common Stock (or Common Stock equivalents)
      sold
      directly or indirectly, including, without limitation, any short sale, third
      party short sales or holdings of a “put equivalent position” (as defined in Rule
      16a-1 of the 1934 Act), of the Company’s Common Stock by the Holder from the
      date hereof until the Commencement Date.  Prior to or simultaneously
      with the first exercise of this Warrant by the Holder (or the transfer of this
      Warrant), the Holder shall provide the Company with an affidavit and other
      reasonable supporting materials as to the foregoing.

     

    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.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    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 except upon the conditions specified in the Purchase Agreement,
      which conditions are intended to insure compliance with the provisions of the
      Securities Act and applicable “blue sky” law.

     

    6.2  Restrictive
      Legend.  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 A STOCK AND WARRANT PURCHASE AGREEMENT BETWEEN
      THE ORIGINAL PURCHASER AND THE COMPANY (COPIES OF WHICH MAY BE OBTAINED FROM
      THE
      COMPANY).

     

    6.3  Exchange
      of Warrant.  Subject
      to the terms and conditions hereof, including the restrictions on transfer
      in
      this Section 6 and in the Purchase Agreement, 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 if the transfer is for less than all of this
      Warrant, the transferor shall pay all reasonable costs of the Company in
      connection with a transfer of Warrants to purchase less than the greater of
      (a)
      twenty-five percent (25%) of the Warrant Shares which may initially be purchased
      hereunder or (b) one thousand (1,000) Warrant Shares (in either case as adjusted
      for any stock dividend, split, combination, recapitalization or the like with
      respect to such shares).  The term “Warrant” as used herein shall be
      deemed to include any Warrants issued in exchange for this Warrant.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    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.

     

    7.           Forced
      Exercise by the Company.  At the option of the Company, the
      Company may force the Holder to exercise the Warrant at a price per share equal
      to $0.55, provided that (i) the Company’s Common Stock is trading at a price
      equal to or more than $1.00 for a period of fifteen (15) consecutive trading
      days ending on the date preceding the date the Company sends a notice to the
      Holder in which it announces its intention to force the exercise of the Warrants
      and (ii) a registration statement is in effect with respect to the Warrant
      Shares.  Upon issuance of said notice, the Holder shall have ten
      Trading Days to submit to the Company the then Exercise Price in accordance
      with
      the provisions of this Warrant.  If the Company does not receive
      payment within said time period, this Warrant shall expire immediately and
      the
      Holder shall have no further rights hereunder.

     

    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 notices and other communications required
      or
      permitted hereunder shall be in writing and shall be deemed effectively given
      (a) upon personal delivery to the party to be notified, (b) upon electronic
      confirmation of successful facsimile transmission, (c) three (3) days after
      deposit with the United States mail, by registered or certified mail, postage
      prepaid, or (d) one (1) business day after timely delivery to an overnight
      air
      courier for next business day delivery, in each case addressed (i) if to the
      Purchaser, at the address set forth on the signature to the Purchase Agreement
      or at such other address as the Purchaser shall have furnished the Company
      in
      writing, or (ii) if to the Company, at its address set forth in the Purchase
      Agreement, or at such other address as the Company shall have furnished to
      the
      Purchaser in writing.

     

    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 in the State or United
      States Federal courts sitting in the City of New York, State of New York. 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 or any document or agreement
      contemplated hereby.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    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 is one of a series of warrants (the “Warrant Series”) to purchase in the
      aggregate up to three million six hundred thousand (3,600,000) shares of the
      Company’s Common Stock.  This Warrant may be amended only with the
      written approval of the Company and (i) the Holder of this Warrant or (ii)
      the
      holders of warrants representing a majority of the Warrant Shares; provided,
      however, that any amendment affected pursuant to (ii) above shall be made in
      the
      same manner to all warrants in the Warrant Series.

     

    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.

     

    IN
      WITNESS WHEREOF, the Company has caused this Warrant to be executed by its
      officers, thereunto duly authorized this ____ day of ____, 2007.

     

    
      	 	CARDIMA,
              INC., a Delaware
              corporation	 
	 	 	 	 
	
               

            	
              By:
                

            	/s/ 	 
	 	 	Name 	 
	 	 	Title 	 
	 	 	 	 


    

     

    


    


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    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
      [_____________] Inc. (the “Company”), and herewith makes 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 and (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.

     

    The
      undersigned is an “accredited investor” as defined in Regulation D of the
      Securities and Exchange Commission on the date hereof.

     

    DATED:                                                                

     

    _______________________________________

    (Signature
      must conform in all respects to name of holder as specified on the face of
      the
      Warrant)

    


    


    _______________________________________

    


    


    _______________________________________

    (Address)

    


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    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.

     

    Dated:  ____________________.

     

    
      	
              [MEDALLION
                GUARANTEE]

            	
              ______________________________

            


    

    (Signature)

     

    ______________________________

    (Print
      Name)

     

    ______________________________

    (Street
      Address)

     

    ______________________________

    (City)                  (State)        (Zip
      Code)

     

     

     

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

     

    EXHIBIT
      B

    


    DOMESTIC

    WIRE
      INSTRUCTIONS

     

     

    
      	 TO: 	SILICON
              VALLEY BANK	 
	 	3003
              TASMAN DRIVE	 
	 	SANTA
              CLARA, CA 95054	 
	 	 	 
	 	 	 
	ROUTING
&
TRANSIT:  	121140399	 
	 	 	 
	FOR
              CREDIT OF: 	CARDIMA	 
	 	 	 
	CREDIT
              ACCOUNT #: 	0272686670	 
	 	 	 
	BY
              ORDER OF: 	{NAME
              OF SENDER}	 


    

    
 

                                                                              

     

    11