Exhibit
4.1


 


THE SECURITIES
REPRESENTED BY THIS WARRANT HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THESE SECURITIES MAY NOT BE SOLD
OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM
UNDER THE SECURITIES ACT OR UNDER STATE SECURITIES LAWS.  THIS WARRANT AND THE WARRANT SHARES ISSUABLE
UPON EXERCISE OF THIS WARRANT MAY NOT BE PLEDGED, SOLD, ASSIGNED, TRANSFERRED
OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO THE EXPRESS PROVISIONS OF THIS
WARRANT, AND NO SALE, ASSIGNMENT, TRANSFER, OR OTHER DISPOSITION OF THIS
WARRANT SHALL BE VALID OR EFFECTIVE UNLESS AND UNTIL SUCH PROVISIONS SHALL HAVE
BEEN COMPLIED WITH.


 


 


Date of Issuance:  October 20, 2005


 


ARIES VENTURES,
INC.


 


Common Stock
Purchase Warrant


 


(Void after October
 20, 2010)


 


Aries Ventures, Inc., a Nevada corporation (the “Company”),
for value received, hereby certifies and agrees that National Securities
Corporation or its registered assigns (the “Registered Holder”), is entitled,
subject to the terms set forth below, to purchase from the Company, at any time
or from time to time on or after the date hereof (the “Date of Issuance”) and
on or before the fifth (5th) anniversary of the Date of Issuance at not later
than 5:00 p.m. New York time (such date and time, the “Expiration Time”), Two
Million Thirty Two Thousand Five Hundred Fifty Five (2,032,555) duly
authorized, validly issued, fully paid and nonassessable shares of common stock of the Company (the “Common Stock”)
at an initial exercise price equal to $1.50 per share, subject to adjustment in
certain cases as described herein. The shares purchasable upon exercise of this
Warrant, and the purchase price per share, are hereinafter referred to as the “Warrant
Shares” and the “Exercise Price,” respectively. The term “Warrant” as used
herein shall include this Warrant and any other warrants delivered in
substitution or exchange therefor, as provided herein.


 


This Warrant is issued
pursuant to that certain Section 3(b) of that certain Placement Agency
Agreement dated July 1, 2005 by and between Cardium Therapeutics, Inc. and National
Securities Corporation (the “Placement Agency Agreement”) that was executed and
delivered in connection with that certain Confidential Private Placement Memorandum
of Cardium Therapeutics, Inc. dated July 1, 2005, as supplement by Supplement
No. 1 dated September 29, 2005  (the “Private
Offering”).


 





















 


1.             Exercise.



 


(a)   This Warrant may
be exercised by the Registered Holder, in whole or in part, by surrendering
this Warrant, with a Notice of Exercise in the form of Annex A hereto
(the “Notice of Cash Exercise”) or Annex B hereto (“Notice of Cashless Exercise”)
duly executed by such Registered Holder or by such Registered Holder’s duly
authorized attorney, at the principal office of the Company set forth on the
signature page hereto, or at such other office or agency as the Company may
designate in writing (the “Company’s Office”), accompanied by payment in full,
in lawful money of the United States, of the Exercise Price payable in respect
of the number of shares of Warrant Shares purchased upon such exercise or by
cashless exercise as provided in Section 1A hereto.


 


(b)   Each exercise of
this Warrant shall be deemed to have been effected immediately prior to the
close of business on the day on which the appropriate Annex form shall be dated
and directed to the Company (as evidenced by the applicable postmark or other
evidence of transmittal) as provided in Section 1(a) hereof, except that, if such day is a date when the
stock transfer books of the Company are closed, such exercise shall be deemed
to have been effected immediately prior to the close of business on the next
succeeding date on which the stock transfer books are open. At such
time, the person or persons in whose name or names any certificates for Warrant
Shares shall be issuable upon such exercise as provided in Section 1(c) hereof
shall be deemed to have become the holder or holders of record of the Warrant
Shares represented by such certificates.


 


(c)   As soon as
practicable after the exercise of this Warrant, in full or in part, and in any
event within ten (10) business days thereafter, the Company, at its expense,
will cause to be issued in the name of, and delivered to, the Registered
Holder, or as such Registered Holder (upon payment by such Registered Holder of
any applicable transfer taxes) may direct:


 


(i)            a
certificate or certificates for the number of full Warrant Shares to which such
Registered Holder shall be entitled upon such exercise plus, in lieu of any
fractional share to which such Registered Holder would otherwise be entitled,
cash in an amount determined pursuant to Section 3 hereof; and


 


(ii)           in case
such exercise is in part only, unless this Warrant has expired, a new warrant
or warrants (dated the date hereof) of like tenor, representing in the
aggregate on the face or faces thereof the number of Warrant Shares equal
(without giving effect to any adjustment therein) to the number of such shares
called for on the face of this Warrant minus the number of such shares
purchased by the Registered Holder upon such exercise as provided in Section 3
hereof.


 


(d)   Unless the Warrant Shares have been
registered under the Securities Act, upon exercise of all or a portion of this
Warrant and the issuance of any of the Warrant Shares, the Company shall
instruct its transfer agent, if any, to enter stop transfer orders with respect
to such shares, and all certificates representing shares of Warrant Shares shall
bear on the face thereof substantially the following legend:


 


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“THE SHARES REPRESENTED BY THIS CERTIFICATE
HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. SUCH
SHARES MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED
UNLESS REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT AND APPLICABLE STATE
SECURITIES LAWS, OR PURSUANT TO AN EXEMPTION THEREFROM AND THE COMPANY RECEIVES
AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS LEGAL COUNSEL THAT
SUCH SALE, PLEDGE, ASSIGNMENT OR TRANSFER IS EXEMPT FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT.”


 


(e)   The issuance of any shares of Common Stock pursuant to the terms of
this Warrant shall at all times be subject to compliance with applicable
federal, state and foreign securities laws as then in effect; provided,
however, that any determination by the Company upon receipt of a notice of exercise
from the Registered Holder that the issuance of such shares of Common Stock
would not be in compliance with such laws, shall be reasonable and made in good
faith after consultation with Company’s legal counsel and promptly communicated
to the Registered Holder. The Company agrees to cooperate with Registered
Holder and legal counsel for Registered Holder to attempt to resolve any such
matters should they arise.


 


1A.                  Cashless Exercise.


 


(a)   The Registered Holder may, at its option,
elect to exercise this Warrant, in whole or in part and at any time or from
time to time, on a cashless basis, by surrendering this Warrant, with the Notice
of Cashless Exercise form appended hereto as Annex B duly executed by or on
behalf of the Registered Holder, at the principal office of the Company, or at
such other office or agency as the Company may designate, and by the
cancellation of a portion of this Warrant in payment of the Exercise Price
payable in respect of the number of Warrant Shares purchased upon such exercise.  In the event of an exercise pursuant to this
Section 1A, the number of Warrant Shares issued to the Registered Holder shall
be determined according to the following formula:


 


	
  X = 

  	
  Y(A-B)

  
	
   

  	
  A

  



 


Where:    X =                         the
number of Warrant Shares that shall be issued to the Registered Holder;


 


Y =                        the
number of Warrant Shares for which this Warrant is being exercised (which shall
include both the number of Warrant Shares issued to the Registered Holder and
the number of Warrant Shares


 


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subject to the
portion of the Warrant being cancelled in payment of the Exercise Price);


 


A =                       the
Fair Market Value (as defined below) of one share of Common Stock; and


 


B =                        the
Exercise Price then in effect.


 


(b)           The
Fair Market Value per share of Common Stock shall be determined as follows:


 


(i)                    If
the Common Stock is listed on a national securities exchange, the Nasdaq
National Market, the OTC Bulletin Board or another nationally recognized
trading system as of the Exercise Date, the Fair Market Value per share of
Common Stock shall be deemed to be the average of the high and low reported
sale prices per share of Common Stock thereon on the trading day immediately
preceding the Exercise Date (provided that if the Common Stock is not so
listed on such day, the Fair Market Value per share of Common Stock shall be
determined pursuant to clause (ii)).


 


(ii)                   If the Common Stock is not listed on a
national securities exchange, the Nasdaq National Market, the OTC Bulletin
Board or another nationally recognized trading system as of the Exercise Date,
the Fair Market Value per share of Common Stock shall be deemed to be the
amount most recently determined by the Board of Directors of the Company or an
authorized committee of the Board of Directors of the Company (the “Board”) to
represent the fair market value per share of the Common Stock; and, upon
request of the Registered Holder, the Board (or a representative thereof)
shall, as promptly as reasonably practicable but in any event not later than 15
days after such request, notify the Registered Holder of the Fair Market Value
per share of Common Stock. 
Notwithstanding the foregoing, if the Board has not made such a
determination within the three-month period prior to the Exercise Date, then
(A) the Board shall make, and shall provide or cause to be provided to the
Registered Holder notice of, a determination of the Fair Market Value per share
of the Common Stock within 15 days of a request by the Registered Holder that
it do so, and (B) the exercise of this Warrant pursuant to this subsection
(b)(ii) shall be delayed until such determination is made and notice thereof is
provided to the Registered Holder.


 


2.             Shares
to be Fully Paid; Reservation of Shares. The Company covenants and agrees
that all shares of Common Stock which may be issued upon the exercise of the
rights represented by this Warrant will, upon issuance by the Company, be
validly issued, fully paid and nonassessable, and free from preemptive rights
and free from all taxes, liens and charges with respect thereto. The Company
further covenants and agrees that, from and after the Date of


 


4





















 


Issuance and
during the period within which the rights represented by this Warrant may be exercised,
the Company will at all times have authorized, and reserve, free from
preemptive rights, out of its authorized but unissued shares of Common Stock,
solely for the purpose of effecting the exercise of this Warrant, a sufficient
number of shares of Common Stock to provide for the exercise of the rights
represented by this Warrant.


 


3.             Fractional
Shares. The Company shall not be required upon the exercise of this Warrant
to issue any fractional shares, but shall make an adjustment therefor in cash on
the basis of the Fair Market Value for each fractional share of the Company’s
Common Stock which would be issuable upon exercise of this Warrant.


 


4.             Restrictions
on Transfer.


 


(a)   Warrant
Register. The Company will maintain a register (the “Warrant Register”)
containing the names and addresses of the Registered Holder or Registered
Holders. Any Registered Holder of this Warrant or any portion thereof may
change its address as shown on the Warrant Register by written notice to the
Company requesting such change, and the Company shall promptly make such
change. Until this Warrant is transferred on the Warrant Register of the
Company, the Company may treat the Registered Holder as shown on the Warrant
Register as the absolute owner of this Warrant for all purposes,
notwithstanding any notice to the contrary, provided, however, that if and when
this Warrant is properly assigned in blank, the Company may, but shall not be
obligated to, treat the bearer hereof as the absolute owner hereof for all
purposes, notwithstanding any notice to the contrary.


 


(b)   Warrant Agent.
The Company may, by written notice to the Registered Holder, appoint an agent
for the purpose of maintaining the Warrant Register referred to in Section 4(a)
hereof, issuing the Common Stock issuable upon the exercise of this Warrant,
exchanging this Warrant, replacing this Warrant or any or all of the foregoing.
Thereafter, any such registration, issuance, exchange, or replacement, as the
case may be, may be made at the office of such agent.


 


(c)   Securities Laws. 
Neither this Warrant nor the Warrant Shares have been registered under
the Securities Act, or the securities laws of any state in reliance upon an
exemption from the registration requirements of such act and said laws. The
Company will not transfer this Warrant or the Warrant Shares except as
permitted under applicable federal and state securities laws, pursuant to
registration or exemption therefrom. The Company may require, in its
discretion, prior to any transfer, an opinion from counsel for the Registered
Holder, in a form accept­able to the Company’s Board of Directors and the
Company’s legal counsel, stating that the proposed transfer is exempt from
registration under the Securities Act and applicable state securities laws.


 


(d)   Investment Representations.  The Registered Holder agrees and
acknowledges this Warrant is being acquired for the Registered Holder’s own
account, for investment purposes only, and such acquisition is not for the
account of any other person, and not with a view to a distribution, assignment
or resale to others or to fractionalization in


 


5





















 


whole
or in part, and the Registered Holder further represents, warrants and agrees
that no other person has or will have a direct or indirect beneficial interest
in this Warrant and the Registered Holder will not offer, sell, assign, pledge,
hypothecate or otherwise transfer this Warrant except in accordance with the
Securities Act and applicable state securities laws.


 


(e)   Conditions to Transfer.  Before any proposed transfer,
and as a condition thereto, if such transfer is not made pursuant to an
effective registration statement under the Securities Act, the Registered
Holder will, if requested by the Company, deliver to the Company (i) an
investment covenant signed by the proposed transferee, and (ii) an
agreement by the transferee to indemnify the Company to the same extent as set
forth in Section 4(f) hereof.


 


(f)    Transfer. Except as specifically restricted hereby,
this Warrant and all rights hereunder may be transferred by the Registered
Holder, in whole or in part, upon the surrender of this Warrant with a properly
executed Assignment Form in substantially the form attached hereto as Annex C
(the “Assignment”) at the principal office of the Company.


 


(g)   Exchange
of Warrant Upon a Transfer. On surrender of this Warrant and upon compliance with the foregoing
provisions, the Company, at its expense, shall execute and deliver a new
Warrant of like tenor in the name of the assignee named in the Assignment, and
this Warrant shall promptly be canceled. 
Any assignment, transfer, pledge, hypothecation or other disposition of
this Warrant attempted contrary to the provisions of this Warrant, or any levy
of execution, attachment or other process attempted upon this Warrant, shall be
null and void and without effect.


 


(h)   Permitted
Designees Transfer.  Notwithstanding
anything contained herein, the Company shall, upon written instructions to be
delivered to the Company within fifteen (15) business days following the date
hereof, transfer all or a portion of this Warrant to officers, directors,
employees and other registered agents or associated persons of the Registered
Holder (collectively, “Permitted Designees”) in accordance with this Section 4;
provided, however, the Company shall not be required to issue such Warrants to
any person who is not an “accredited investor” within the meaning of Regulation
D promulgated under the Securities Act of 1933, as amended.  Each Permitted Designee shall be required to
execute fully and completely the Investor Representation Letter in the form
attached hereto as Annex D prior to the issuance of the Warrant to such
person.


 


5.             Adjustment.


 


(a)   Computation
of  Adjusted  Exercise  Price.  Except as hereinafter provided, in case the
Company shall at any time after the date hereof issue or sell any shares of its
Stock (as defined in Section 5(i)), other than the issuances or sales referred
to in Section 5(h) hereof, for a consideration per share less than the Exercise
Price in effect immediately prior to the issuance or sale of such shares, or
without consideration, then forthwith upon such issuance or sale, the Exercise
Price shall (until another such issuance or sale) be reduced to the price
(calculated to the nearest full cent) equal to the quotient derived by dividing
(A) an amount equal to the sum of (X) the product of (a) the Exercise Price in


 


6





















 


effect immediately
prior to such issuance or sale, multiplied by (b) the total number of shares of
Stock outstanding immediately prior to such issuance or sale, plus (Y) the
aggregate of the amount of all consideration, if any, received by the Company
upon such issuance or sale, by (B) the total number of shares of Stock
outstanding immediately after such issuance or sale; provided, however, that in
no event shall the Exercise Price be adjusted pursuant to this computation to
an amount in excess of the Exercise Price in effect immediately prior to such
computation, except in the case of a combination of outstanding shares of
Stock, as provided by Section 5(c) hereof.


 


For the purposes of this Section 5 the term Exercise
Price shall mean the Exercise Price per share set forth on the first page of
this Warrant, as adjusted from time to time pursuant to the provisions of this
Section 5.


 


(i)            For
purposes of any computation to be made in accordance with this Section 5(a),
the following provisions shall be applicable:


 


(ii)           In
case of the issuance or sale of shares of Stock for a consideration part or all
of which shall be cash, the amount of the cash consideration, shall be deemed
to be the amount of cash received by the Company for such shares (or, if shares
of Stock are offered by the Company for subscription, the subscription price,
or, if either of such securities shall be sold to underwriters or dealers for
public offering without a subscription price, the public offering price, before
deducting therefrom any compensation paid or discount allowed in the sale,
underwriting or purchase thereof by underwriters or dealers or other persons or
entities performing similar services), or any expenses incurred in connection
therewith and less any amounts payable to security holders or any affiliate
thereof, including, without limitation, any employment agreement, royalty,
consulting agreement, covenant not to compete, earnout or contingent payment
right or similar arrangement, agreement or understanding, whether oral or
written; all such amounts shall be valued at the aggregate amount payable
thereunder whether such payments are absolute or contingent and irrespective of
the period or uncertainty of payment, the rate of interest, if any, or the
contingent nature thereof.


 


(iii)          In
case of the issuance or sale (otherwise than as a dividend or other
distribution on any stock of the Company) of shares of Stock for a
consideration part or all of which shall be other than cash, the amount of the
consideration therefor other than cash shall be deemed to be the value of such
consideration as determined in good faith by the Board of Directors of the
Company.


 


(iv)          Shares
of Stock issuable by way of dividend or other distribution on any capital stock
of the Company shall be deemed to have been issued immediately after the
opening of business on the day following the record date for the determination
of stockholders entitled to receive such dividend or other distribution and
shall be deemed to have been issued without consideration.


 


(v)           The
reclassification of securities of the Company other than shares of Stock into
securities including shares of Stock shall be deemed to involve the issuance of
such shares of Stock for consideration other than cash immediately prior to the
close of business on the date fixed for the determination of security holders
entitled to receive such


 


7





















 


shares, and the value of the consideration allocable to such shares of
Stock shall be determined as provided in Section 5(a)(iii).


 


(vi)          The
number of shares of Stock at any one time outstanding shall include the
aggregate number of shares issued or issuable (subject to readjustment upon the
actual issuance thereof) upon the exercise of then outstanding options, rights,
warrants, and convertible and exchangeable securities.


 


(b)           Options,
Rights, Warrants and Convertible and Exchangeable Securities.


 


(i)            Subject
to Section 5(h) hereof, in case the Company shall at any time after the date
hereof issue options, rights or warrants to subscribe for shares of Stock, or
issue any securities convertible into or exchangeable for shares of Stock, for
a consideration per share less than the Exercise Price in effect immediately
prior to the issuance of such options, rights, warrants or such convertible or
exchangeable securities, or without consideration, the Exercise Price in effect
immediately prior to the issuance of such options, rights, warrants or such
convertible or exchangeable securities, as the case may be, shall be reduced to
a price determined by making a computation in accordance with the provisions of
Section 5(a) hereof, provided that:


 


(ii)           The
aggregate maximum number of shares of Stock, as the case may be, issuable under
such options, rights or warrants shall be deemed to be issued and outstanding
at the time such options, rights or warrants were issued, for a consideration
equal to the minimum purchase price per share provided for in such options,
rights or warrants at the time of issuance, plus the consideration (determined
in the same manner as consideration received on the issue or sale of shares in
accordance with the terms of the Warrant), if any, received by the Company for
such options, rights or warrants.  The
aggregate maximum number of shares of Stock issuable upon conversion or
exchange of any convertible or exchangeable securities shall be deemed to be
issued and outstanding at the time of issuance of such securities, and for a
consideration equal to the consideration (determined in the same manner as
consideration received on the issue or sale of shares of Stock in accordance
with the terms of the Warrant) received by the Company for such securities,
plus the minimum consideration, if any, receivable by the Company upon the
conversion or exchange thereof.   If any
change shall occur in the price per share provided for in any of the options,
rights or warrants referred to in subsection, or in the price per share at
which the securities referred to in this subsection are exchangeable, such
options, rights or warrants or exchange rights, as the case may be, shall be deemed
to have expired or terminated on the date when such price change became
effective in respect to shares not theretofore issued pursuant to the exercise
or exchange thereof, and the Company shall be deemed to have issued upon such
date new options, rights or warrants or exchangeable securities at the new
price in respect of the number of shares issuable upon the exercise of such
options, rights or warrants or the conversion or exchange of such exchangeable
securities.


 


(c)           Subdivision
and Combination.  If the Company at
any time subdivides (by any stock split, stock dividend, recapitalization,
reorganization, reclassification or otherwise), the shares of Stock subject to
acquisition hereunder into a greater number of shares, then, after the date of
record for effecting such subdivision, the Exercise Price in effect immediately
prior to such subdivision will be proportionately reduced and the number of
shares of Common Stock


 


8





















 


subject to acquisition upon exercise of this Warrant will be
proportionately increased.  If the
Company at any time combines (by reverse stock split, recapitalization,
reorganization, reclassification or otherwise), the shares of Stock subject to
acquisition hereunder into a smaller number of shares, then, after the date of
record for effecting such combination, the Exercise Price in effect immediately
prior to such combination will be proportionately increased and the number of
shares of Common Stock subject to acquisition upon exercise of this Warrant
will be proportionately decreased.


 


(d)           Merger
or Consolidation.  In case of any
consolidation of the Company with, or merger of the Company into any other
corporation in which the Company is not the surviving entity, or in case of any
sale or conveyance of all or substantially all of the assets of the Company
other than in connection with a plan of complete liquidation of the Company,
then as a condition of such consolidation, merger or sale or conveyance,
adequate provision will be made whereby the Registered Holder will have the
right to acquire and receive upon exercise of this Warrant in lieu of the
shares of Common Stock immediately theretofore subject to acquisition upon the
exercise of this Warrant, such shares of stock, securities or assets as may be
issued or payable with respect to or in exchange for the number of shares of
Common Stock immediately theretofore subject to acquisition and receivable upon
exercise of this Warrant had such consolidation, merger or sale or conveyance not
taken place.  In any such case, the
Company will make appropriate provision to insure that the provisions of this
Section 5 hereof will thereafter be applicable as nearly as may be in relation
to any shares of stock or securities thereafter deliverable upon the exercise
of this Warrant.  The
Company shall not effect any such consolidation, merger, sale, transfer or
other disposition unless prior to or simultaneously with the consummation
thereof the successor corporation (if other than the Company) resulting from
such consolidation or merger, or the corporation purchasing or otherwise
acquiring such assets or other appropriate corporation or entity shall assume
the obligation to deliver to the Registered Holder, at the last address of the
Registered Holder appearing on the books of the Company, such shares of stock,
securities or assets as, in accordance with the foregoing provisions, the
Registered Holder may be entitled to purchase, and the other obligations under
this Warrant.  The provisions of this
paragraph 5(d) shall similarly apply to successive reorganizations,
reclassifications, consolidations, mergers, sales, transfers or other
dispositions.


 


(e)           Notice
of Adjustment. Upon the occurrence of any event which requires any
adjustment of the Exercise Price, then and in each such case the Company shall
give notice thereof to the Registered Holder, which notice shall state the
Exercise Price resulting from such adjustment and the increase or decrease, if
any, in the number of Warrant Shares purchasable at such price upon exercise,
setting forth in reasonable detail the method of calculation and the facts upon
which such calculation is based.


 


(f)            Adjustment
in Number of Securities.  Upon each
adjustment of the Exercise Price pursuant to the provisions of this Section 5,
the number of securities issuable upon the exercise of each Warrant shall be
adjusted to the nearest full amount by multiplying a number equal to the
Exercise Price in effect immediately prior to such adjustment by the number of
Warrant Shares issuable upon exercise of the Warrants immediately prior to such
adjustment and dividing the product so obtained by the adjusted Exercise Price.


 


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(g)           No
Adjustment of Exercise Price in Certain Cases.  No adjustment of the Exercise Price shall be
made if the amount of said adjustment shall be less than two cents ($0.02) per
security issuable upon exercise of this Warrant; provided,
however, that in such case any adjustment that would otherwise be
required then to be made shall be carried forward and shall be made at the time
of and together with the next subsequent adjustment which, together with any
adjustment so carried forward, shall amount to at least two cents ($0.02) per
security issuable upon exercise of this Warrant.


 


(h)           No
Adjustment of Exercise Price in Certain Cases.  No adjustment of the Exercise Price shall be
made:


 


(i)            Upon
issuance or sale of this Warrant or Warrant Shares, or the other Warrants and
Warrant Shares issued in connection herewith, or shares of Common Stock
issuable upon exercise of other options, warrants and convertible securities
outstanding as of the date hereof, including, without limitation, those that
are being issued in connection with the closing of the Private Offering.


 


(ii)           Upon
the issuance or sale of any shares of capital stock, or the grant of options
exercisable therefor, issued or issuable after the date of this Warrant, to
directors, officers, employees, advisers and consultants of the Company or any
subsidiary pursuant to any incentive or non-qualified stock option plan or
agreement, stock purchase plan or agreement, stock restriction agreement or
restricted stock plan, employee stock ownership plan (ESOP), consulting
agreement, stock appreciation right (SAR), stock depreciation right (SDR),
bonus stock arrangement, or such other similar compensatory options, issuances,
arrangements, agreements or plans approved by the Board of Directors.


 


(iii)          Upon
the issuance of any shares of capital stock or the grant of warrants or options
(or the exercise thereof) as consideration for mergers, acquisitions, strategic
alliances and other commercial transactions, other than in connection with a
financing transaction.


 


(iv)          If
the amount of said adjustment shall be less than two cents ($0.02) per security
issuable upon exercise of this Warrant, provided, however,
that in such case any adjustment that would otherwise be required then to be
made shall be carried forward and shall be made at the time of and together
with the next subsequent adjustment which, together with any adjustment so
carried forward, shall amount to at least two cents ($0.02) per security
issuable upon exercise of this Warrant.


 


(i)                    Definition
of Stock.  For the purpose of this
Agreement, the term “Stock” shall mean (i) the class of stock designated as
Common Stock in the Certificate of Incorporation of the Company as may be
amended as of the date hereof, or (ii) any other class of stock resulting from
successive changes or reclassifications of such Common Stock consisting solely
of changes in par value, or from par value to no par value, or from no par
value to par value.


 


6.             No
Impairment. The Company will not, by amendment of its charter or through
reorganization, consolidation, merger, dissolution, sale of assets or any other
voluntary action, avoid or seek to avoid the observance or performance of any
of the terms of this Warrant


 


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but
will at all times carry out all such terms and take all such action as may be
reasonably necessary or appropriate in order to protect the rights of the
holder of this Warrant against impairment.


 


7.             Liquidating
Dividends and Other Distributions. If the Company pays a dividend or makes
a distribution on the Common Stock payable otherwise than in cash out of
earnings or earned surplus (determined in accordance with generally accepted
accounting principles) except for a stock dividend payable in shares of Common
Stock (a “Liquidating Dividend”) or otherwise distributes to its stockholders
any assets, properties, rights, evidence of indebtedness, securities whether
issued by the Company or by another, or any other thing of value, then the
Company will pay or distribute to the Registered Holder of this Warrant, upon
the exercise hereof, in addition to the Warrant Shares purchased upon such
exercise, either (i) the Liquidating Dividend that would have been paid to such
Registered Holder if he had been the owner of record of such Warrant Shares
immediately prior to the date on which a record is taken for such Liquidating
Dividend or, if no record is taken, the date as of which the record holders of
Common Stock entitled to such dividends or distribution are to be determined or
(ii) the same property, assets, rights, evidences of indebtedness, securities
or any other thing of value that the Registered Holder would have been entitled
to receive at the time of such distribution as if the Warrant had been
exercised immediately prior to such distribution.


 


8.             Notices
of Record Date, Etc.  In case:


 


(a)           the
Company shall take a record of the holders of its Common Stock (or other stock
or securities at the time deliverable upon the exercise of this Warrant) for
the purpose of entitling or enabling them to receive any dividend or other
distribution, or to receive any right to subscribe for or purchase any shares
of stock of any class or any other securities, or to receive any other right;
or of any capital reorganization of the Company, any reclassification of the
capital stock of the Company, any consoli­dation or merger of the Company with
or into another corporation (other than a consolidation or merger in which the
Company is the surviving entity), or any transfer of all or substantially all
of the assets of the Company; or of the voluntary or involuntary dissolution,
liquidation or winding-up of the Company, then, and in each such case, the
Company will mail or cause to be mailed to the Registered Holder of this
Warrant a notice specifying, as the case may be, (i) the date on which a record
is to be taken for the purpose of such dividend, distribution or right, and
stating the amount and character of such dividend, distribution or right, or
(ii) the effective date on which such reorganization, reclassification,
consolidation, merger, transfer, dissolution, liquidation or winding-up is to
take place, and the time, if any is to be fixed, as of which the holders of
record of Common Stock (or such other stock or securities at the time
deliverable upon the exercise of this Warrant) shall be entitled to exchange
their shares of Common Stock (or such other stock or securities) for securities
or other property deliverable upon such reorganization, reclassification,
consolidation, merger, transfer, dissolution, liquidation or winding-up. The
Company will use its reasonable best efforts to cause such notice to be mailed
at least ten (10) days prior to the record date or effective date for the event
specified in such notice unless such prior notice is waived by the Registered
Holder.


 


9.             No
Rights of Stockholders.  Subject to
other sections of this Warrant, the Registered Holder shall not be entitled to
vote, to receive dividends or subscription rights, nor


 


11





















 


shall anything
contained herein be construed to confer upon the Registered Holder, as such,
any of the rights of a stockholder of the Company, including without limitation
any right to vote for the election of directors or upon any matter submitted to
stockholders, to give or withhold consent to any corporate action (whether upon
any recapitalization, issuance of stock, reclassification of stock, change of
par value or change of stock to no par value, consolidation, merger,
conveyance, or otherwise), to receive notices, or otherwise, until the Warrant
shall have been exercised as provided herein.


 


10.           Replacement
of Warrant. Upon receipt of evidence reasonably satisfactory to the Company
of the loss, theft, destruction or mutilation of this Warrant and (in the case
of loss, theft or destruction) upon delivery of an indemnity agreement
reasonably satisfactory to the Company, or (in the case of mutilation) upon
surrender and cancellation of this Warrant, the Company will issue, in lieu
thereof, a new Warrant of like tenor.


 


11.           Mailing
of Notices, Etc. All notices and other communi­cations from the Company to
the Registered Holder of this Warrant shall be mailed by first-class certified
or registered mail, postage prepaid, to the address furnished to the Company in
writing by the last Registered Holder of this Warrant who shall have furnished
an address to the Company in writing. All notices and other communications from
the Registered Holder of this Warrant or in connection herewith to the Company
shall be mailed by first-class certified or registered mail, postage prepaid,
to the Company at its principal office set forth below. If the Company should
at any time change the location of its principal office to a place other than
as set forth below, then it shall give prompt written notice to the Registered
Holder of this Warrant and thereafter all references in this Warrant to the
location of its principal office at the particular time shall be as so
specified in such notice.


 


12.           Change
or Waiver. Any term of this Warrant may be changed or waived only by an
instrument in writing signed by the party against which enforcement of the
change or waiver is sought.


 


13.           Headings.
The headings in this Warrant are for purposes of reference only and shall not
limit or otherwise affect the meaning of any provision of this Warrant.


 


14.           Severability.  If any provision of this Warrant shall be
held to be invalid and unenforceable, such invalidity or unenforceability shall
not affect any other provision of this Warrant.


 


15.           Governing
Law and Submission to Jurisdiction. This Warrant will be governed by and
construed in accordance with the laws of the State of New York without regard
to principles of conflict or choice of laws of any jurisdiction.  The parties hereby agree that any action,
proceeding or claim against it arising out of, or relating in any way to this
Warrant shall be brought and enforced in the courts of the State of New York,
and irrevocably submit to such jurisdiction, which jurisdiction shall be
exclusive.


 


16.           Supplements
and Amendments.  The Company and the
Registered Holder may from time to time supplement or amend this Warrant in
order to cure any ambiguity, to correct or supplement any provision contained
herein which may be defective or inconsistent


 


12





















 


with any provision herein, or to make any other
provisions in regard to matters or questions arising hereunder which the
Company and the Holder may deem necessary or desirable.


 


17.           Successors.  All the covenants and provisions of this
Warrant shall be binding upon and inure to the benefit of the Company and the
Registered Holder and their respective successors and assigns hereunder.


 


18.           Benefits
of this Warrant.  Nothing in this
Warrant shall be construed to give to any person, entity or corporation other
than the Company and the Registered Holder of this Warrant any legal or
equitable right, remedy or claim under this Warrant; and this Warrant shall be
for the sole and exclusive benefit of the Company and the Registered Holder of
this Warrant.


 


21.           Interpretation.
 All capitalized terms not defined herein
or in Annex A or B hereto shall have the meaning assigned to such term in the
Subscription Agreement.


 


22.           Registration
Rights.  The Company hereby agrees
that the Registered Holder shall be afforded with those registration rights
with respect to the Warrant Shares as set forth in Article IV of those certain
Subscription Agreements of even date herewith by and among Cardium
Therapeutics, Inc. and certain investors set forth therein that are being
executed and delivered in connection with the Private Offering, the terms of
which are hereby incorporated by this reference, with the same force and effect
as if specifically set forth herein.


 


13





















 


IN WITNESS
WHEREOF, ARIES
VENTURES INC. has caused this Warrant to be signed by its duly
authorized officer under its corporate seal and to be dated on the day and year
first written above.


 


 


	
   

  	
  ARIES
  VENTURES INC.,

  
	
   

  	
  a Nevada
  corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Printed Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  11622 El Camino Real

  
	
   

  	
   

  	
  San Diego, CA 92130

  
							



 


14





















 


ANNEX A


 


NOTICE OF CASH EXERCISE FORM


 


	
  To:

  	
   

  	
  Dated:

  



 


In accordance with the Warrant enclosed with this Notice
of Cash Exercise Form, the undersigned hereby irrevocably elects to
purchase                          
shares of common stock (“Common Stock”) of Aries Ventures Inc. (“Company”) and
encloses herewith $            
in cash, certified or official bank check or checks or other immediately
available funds, which sum represents the aggregate Exercise Price (as defined
in the Warrant) for the number of shares of Common Stock to which this Notice
of Cash Exercise Form relates, together with any applicable taxes payable by
the undersigned pursuant to the Warrant.


 


The undersigned hereby
represents, warrants to, and agrees with, the Company that:


 


(i)            He
is acquiring the Warrant Shares for his own account and not with a view towards
the distribution thereof;


 


(ii)           He
has received a copy of all reports and documents required to be filed by the
Company with the United States Securities and Exchange Commission pursuant to
the Securities Exchange Act of 1934, as amended, within the last 12 months and
all reports issued by the Company to its stockholders;


 


(iii)          He
understands that he must bear the economic risk of the investment in the
Warrant Shares, which cannot be sold unless they are registered under the
Securities Act of 1933 (the “1933 Act”) or an exemption therefrom is available
thereunder; and


 


(iv)          He
is aware that the Company shall place stop transfer orders with its transfer
agent against the transfer of the Warrant Shares in the absence of registration
under the 1933 Act or an exemption therefrom as provided herein;


 


 


	
   

  	
   

  	
  Signature:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
					



 





















 


ANNEX B


 


NOTICE OF CASHLESS EXERCISE FORM


 


	
  To:

  	
   

  	
  Dated:

  



 


The undersigned, pursuant to the provisions set forth
in the attached Warrant, hereby elects to purchase (check
applicable box):


 


o            
         shares of the Common Stock of
Aries Ventures Inc. covered by such Warrant; or


 


o            
         the maximum number of shares
of Common Stock covered by such Warrant pursuant to the cashless exercise
procedure set forth in subsection 1A.


 


The undersigned herewith makes payment of the full Exercise
Price for such shares at the price per share provided for in such Warrant.  Such payment takes the form of (check applicable box or boxes):


 


o                    
the cancellation of such portion of the attached Warrant as is exercisable for
a total of          Warrant Shares
(using a Fair Market Value of $        
per share for purposes of this calculation) ; and/or


 


o                    
the cancellation of such number of Warrant Shares as is necessary, in
accordance with the formula set forth in subsection 1A(a), to exercise this
Warrant with respect to the maximum number of Warrant Shares purchasable
pursuant to the cashless exercise procedure set forth in subsection 1A(a).


 


	
   

  	
   

  	
   

  	
   

  	
  Signature:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Address:

  	
   

  	
   

  
								



 


16





















 


ANNEX C


 


ASSIGNMENT FORM


 


FOR
VALUE RECEIVED,                                               
hereby sells, assigns and transfers all of the rights of the undersigned under
the attached Warrant with respect to the number of shares of Common Stock
covered thereby set forth below, unto:


 


	
  Name of Assignee

  	
   

  	
  Address

  	
   

  	
  No. of Shares

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


 


Dated:


 


 


Signature: 


 


Dated:


 


 


Witness: 


 





















 


ANNEX D


 


FORM OF INVESTOR
REPRESENTATION LETTER


 


DATE


 


Aries Ventures Inc.


c/o Cardium Therapeutics,
Inc.


11622 El Camino Real


San Diego, CA 92130


 


Gentlemen:


 


In
connection with my receipt of warrants (“Warrants”) to purchase the number of
shares of common stock referred to below, I hereby represent, warrant and
covenant as follows:


 


1.             Check each one which is applicable:


 


o I am an “accredited investor” within
the meaning of Regulation D promulgated under the Securities Act of 1933 (the “Act”);


 


o I have such knowledge and experience in
financial, tax, and business matters so as to utilize information made
available to me in order to evaluate the merits and risks of an investment
decision with respect thereto;


 


2.             o I am affiliated with National
Securities Corporation (“Placement Agent”) and have had the opportunity to ask
questions and receive and review such answers and information concerning Aries
Ventures Inc. (the “Issuer”) as I have deemed pertinent;


 


3.             o I am not relying on the Issuer or the Placement
Agent respecting the tax and other economic considerations of an investment in
the Issuer;


 


4.             o I am acquiring the Warrants and the
underlying securities related thereto solely for my own account for investment
and not with a view to resale or distribution. 
I acknowledge that neither the Warrants nor the underlying securities have
been registered under the Act and may not be resold except pursuant to an
effective registration statement thereunder or an exemption therefrom;


 


	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
   

  
	
   

  	
  Holder
  of Warrants to purchase shares of common stock of Aries Ventures Inc.
  pursuant to the terms of the Common Stock Purchase Warrant of even date
  herewith

  



 


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