EX-4.4










Exhibit 4.4 



THE SECURITIES REPRESENTED BY THIS
CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD OR
TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT
AND ANY APPLICABLE STATE SECURITIES LAWS. 



WARRANT TO PURCHASE 



96,439 SHARES OF COMMON
STOCK OF 



CARDICA, INC. 



(Void after June 13,
2009) 



This certifies that ALLEN & COMPANY
INCORPORATED, a New York corporation, or its assignee(s) as set forth herein (the “Holder”),
for value received, is entitled to purchase from Cardica, Inc., a Delaware corporation
(the “Company”), Ninety Six Thousand Four Hundred Thirty Nine (96,439) fully
paid and nonassessable shares of the Company’s Common Stock (“Common Stock”)
for cash at a price of $3.86 per share (the “Stock Purchase Price”). This
warrant may be exercised at any time or from time to time up to and including the earlier
of (i) 5:00 p.m. (Pacific time) on June 13, 2009 (the “Expiration Date”), or
(ii) the date of a Qualified Corporate Event as described in Section 4.3, upon surrender
to the Company at its principal office at 171 Jefferson Drive, Menlo Park, California
94025, (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 in cash or by check 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. The Stock Purchase Price and the number of shares purchasable
hereunder are subject to adjustment as provided in Section 4 of this Warrant. 



This Warrant is subject to the
following terms and conditions: 



         1.
Exercise; Issuance of Certificates; Payment for Shares.  





         
         (a)
Unless an election is made pursuant to clause (b) of this Section 1, this Warrant shall
be exercisable at the option of the Holder, at any time or from time to time, on or
before the Expiration Date for all or any portion of the shares of Common Stock (but not
for a fraction of a share) which may be purchased hereunder for the Stock Purchase Price
multiplied by the number of shares to be purchased. The Company agrees that the shares of
Common Stock purchased under this Warrant shall be and are deemed to be issued to the
holder hereof as the record owner of such shares as of the close of business on the date
on which the form of subscription shall have been delivered and payment made for such
shares. Subject to the provisions of Section 2, certificates for the shares of Common
Stock so purchased, together with any other securities or property to which the Holder
hereof is entitled upon such exercise, shall be delivered to the Holder hereof by the
Company at the Company’s expense within a reasonable time after the rights
represented by this Warrant have been so exercised. Except as provided in clause (b) of
this Section 1, in case of a purchase of less than all the shares which may be purchased
under this Warrant, the Company shall cancel this Warrant and execute and deliver a new
Warrant or Warrants of like tenor for the balance of the shares purchasable under the
Warrant surrendered upon such purchase to the Holder hereof within a reasonable time.
Each stock certificate so delivered shall be in such denominations of Common Stock as may
be requested by the Holder hereof and shall be registered in the name of such Holder or
such other name as shall be designated by such Holder, subject to the limitations
contained in Section 2. Notwithstanding anything contained herein to the contrary, this
Warrant may not be exercised during the twenty (20) day period immediately prior to the
closing of the Company’s initial public offering of its Common Stock. 




         
         (b)
The Holder, in lieu of exercising this Warrant by the payment of the  Stock Purchase
Price pursuant to clause (a) of this Section 1, may elect, at any time on or before the
Expiration Date,  to receive that number of shares of Common Stock equal to the quotient
of: (i) the difference between (A) the Per Share Price (as hereinafter defined) of the
Common Stock, less (B) the Stock Purchase Price then in effect, multiplied by the 



 




 






number of shares of Common Stock the
Holder would otherwise have been entitled to purchase hereunder pursuant to clause (a) of
this Section 1 (or such lesser number of shares as the Holder may designate in the case
of a partial exercise of this Warrant); over (ii) the Per Share Price. Election to
exercise under this section (b) may be made by delivering a signed form of subscription
to the Company via facsimile, to be followed by delivery of the Warrant. 




         
         (c)
For purposes of clause (b) of this Section 1, “Per Share Price” means the
product of: (i) the greater of (A) the closing price of the Company’s Common Stock
as quoted by NASDAQ or listed on any exchange, whichever is applicable, as published in
the Western Edition of The Wall Street Journal for the trading day immediately prior to
the date of the Holder’s election hereunder or, (B) if applicable at the time of or
in connection with the exercise under clause (b) of this Section 1, the gross sales price
of one share of the Company’s Common Stock pursuant to a registered public offering
or that amount which stockholders of the Company will receive for each share of Common
Stock pursuant to a merger, reorganization or sale of assets (“Merger Payment”)
and in the event that such Merger Payment includes any earn-outs, deferred payments or
similar future contingent payments (“Future Payments”), the value of such
Future Payments for the purpose of calculating the Merger Payment shall be determined in
good faith by the Company’s Board of Directors; and (ii) that number of shares of
Common Stock for which this Warrant is exercisable. If the Company’s Common Stock is
not quoted by NASDAQ or listed on an exchange and none of the above clauses apply, the
Per Share Price of the Common Stock shall be the price per share which the Company would
obtain from a willing buyer for shares sold by the Company from authorized but unissued
shares as such price shall be determined in good faith by the Company’s Board of
Directors.  



         2.
Limitation on Transfer.  





         
         (a)
The Warrant and the Common Stock shall not be transferable except  upon the conditions
specified in this Section 2, which conditions are intended  to insure compliance with the
provisions of the Securities Act. Each holder of  this Warrant or the Common Stock
issuable hereunder will cause any proposed  transferee of the Warrant or Common Stock to
agree to take and hold such  securities subject to the provisions and upon the conditions
specified in this  Section 2. 




         
         (b)
Each certificate representing (i) this Warrant, (ii) the Common Stock and (iii) any other
securities issued in respect of the Common Stock upon any stock split, stock dividend,
recapitalization, merger, consolidation or similar event, shall (unless otherwise
permitted by the provisions of this Section 2 or unless such securities have been
registered under the Securities Act or sold under Rule 144) 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 OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD OR
TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT
AND ANY APPLICABLE STATE SECURITIES LAWS. 




         
         (c)
The Holder of this Warrant and each person to whom this Warrant is subsequently
transferred represents and warrants to the Company (by acceptance of such transfer) that
it will not transfer the Warrant (or securities issuable upon exercise hereof unless a
registration statement under the Securities Act was in effect with respect to such
securities at the time of issuance thereof) except pursuant to (i) an effective
registration statement under the Securities Act, (ii) Rule 144 under the Securities Act
(or any other rule under the Securities Act relating to the disposition of securities),
or (iii) an opinion of counsel, reasonably satisfactory to counsel for the Company, that
an exemption from such registration is available. Notwithstanding the foregoing
provisions of this paragraph, no such registration statement or opinion of counsel shall
be necessary for a transfer by the Holder to any person and or entity deemed an affiliate
of Holder with the meaning of Rule 144 promulgated under the Securities Act, provided
that such affiliate is an “accredited investor” within the meaning of Rule 501
of Regulation D promulgated under the Securities Act. 



         3.
Shares to be Fully Paid; Reservation of Shares. The Company covenants and agrees that all
shares of Common Stock that may be issued upon the exercise of the rights represented by
this Warrant will, upon such  



2 




 






issuance, be duly authorized,
validly issued, fully paid and nonassessable and free from all preemptive rights of any
shareholder 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 at all times have
authorized and reserved, for the purpose of issue or transfer upon exercise of the
subscription rights evidenced by this Warrant, a sufficient number of shares of
authorized but unissued Common Stock, or other securities and property, 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 upon which the
Common Stock may be listed. The Company will not take any action which would result in
any adjustment of the Stock Purchase Price (as described in Section 4 hereof) (i) if the
total number of shares of Common Stock issuable after such action upon exercise of all
outstanding warrants, together with all shares of Common Stock then outstanding and all
shares of Common Stock then issuable upon exercise of all options and upon the conversion
of all convertible securities then outstanding, would exceed the total number of shares
of Common Stock then authorized by the Company’s Certificate of Incorporation, or
(ii) if the total number of shares of Common Stock issuable after such action upon the
conversion of all such shares of Common Stock together with all shares of Common Stock
then outstanding and then issuable upon exercise of all options and upon the conversion
of all convertible securities then outstanding would exceed the total number of shares of
Common Stock then authorized by the Company’s Certificate of Incorporation, as
amended from time to time. 



         4.
Adjustment of Stock Purchase Price Number of Shares. The Stock Purchase Price and the
number of 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 4. Upon each adjustment of the Stock Purchase Price, the Holder of this Warrant
shall thereafter be entitled to purchase, at the Stock Purchase Price resulting from such
adjustment, the number of shares obtained by multiplying the Stock Purchase Price in
effect immediately prior to such adjustment by the number of shares purchasable pursuant
hereto immediately prior to such adjustment, and dividing the product thereof by the
Stock Purchase Price resulting from such adjustment.  





         
         4.1
Subdivision or Combination of Stock. In case the Company shall at any time subdivide its
outstanding shares of Common Stock into a greater number of shares, the Stock Purchase
Price in effect immediately prior to such subdivision shall be proportionately reduced,
and conversely, in case the outstanding shares of Common Stock of the Company shall be
combined into a smaller number of shares, the Stock Purchase Price in effect immediately
prior to such combination shall be proportionately increased.  




         
         4.2
Dividends in Common Stock, Other Stock, Property, Reclassification. If at any time or
from time to time the holders of Common Stock (or any shares of stock or other securities
at the time receivable upon the exercise of this Warrant) shall have received or become
entitled to receive, without payment therefor,  




         
         
         (a)
Common Stock, or any shares of stock or other securities whether or not such securities
are at any time directly or indirectly convertible into or exchangeable for Common Stock,
or any rights or options to subscribe for, purchase or otherwise acquire any of the
foregoing by way of dividend or other distribution, or 




         
         
         (b)
any cash paid or payable otherwise than as a cash dividend, or 




         
         
         (c)
Common Stock or other or additional stock or other securities or property (including
cash) by way of spinoff, split-up, reclassification, combination of shares or similar
corporate rearrangement, (other than shares of Common Stock issued as a stock split,
adjustments in respect of which shall be covered by the terms of Section 4.1 above), 



Then and in each such case, the
Holder hereof shall, upon the exercise of this Warrant, be entitled to receive, in
addition to the number of shares of Common Stock receivable thereupon, and without
payment of any additional consideration therefore, the amount of stock and other
securities and property (including cash in the cases referred to in clauses (b) and (c)
above) which such Holder would hold on the date of such exercise had he been the holder
of record of such Common Stock as of the date on which holders of Common Stock received
or became entitled to receive such shares and/or all other additional stock and other
securities and property. 



3 




 







         
         4.3
Reorganization, Reclassification, Consolidation, Merger or Sale. If any capital
reorganization of the capital stock of the Company, or any consolidation or merger of the
Company with another corporation, or the sale of all or substantially all of its assets
to another corporation shall be effected in such a way that holders of Common Stock shall
be entitled to receive stock, securities or assets with respect to or in exchange for
Common Stock (such capital reorganization, merger, consolidation, or sale being a “Corporate
Event”), then, as a condition of such Corporate Event, lawful and adequate
provisions shall be made whereby the holder hereof shall thereafter have the right to
purchase and receive (in lieu of the shares of the Common Stock of the Company
immediately theretofore purchasable and receivable upon the exercise of the rights
represented hereby) such shares of stock, securities or assets as may be issued or
payable with respect to or in exchange for a number of outstanding shares of such Common
Stock equal to the number of shares of such stock immediately theretofore purchasable and
receivable upon the exercise of the rights represented hereby; provided, however, in the
event that 1) the consideration to be received pursuant to such Corporate Event for each
share of Common Stock is in excess of the Stock Purchase Price effective at the time of
the Corporate Event, 2) the consideration to be received in such Corporate Event is cash
or shares that are of a publicly traded company listed on a national market or exchange,
which, after the ninetieth (90) day following the close of such Corporate Event, may be
sold freely without any restrictions other than those of Rule 144 or 145, and 3) the
Company’s shareholders own less than 50% of the voting securities of the surviving
entity (collectively, a “Qualified Corporate Event”), then this Warrant shall
be deemed exercised in accordance with the provisions of section 1(b) upon the closing of
the Qualified Corporate Event. In any such case, appropriate provision shall be made with
respect to the rights and interests of the holder of this Warrant to the end that the
provisions hereof (including, without limitation, provisions for adjustments of the Stock
Purchase Price and of the number of shares purchasable and receivable upon the exercise
of this Warrant) shall thereafter be applicable, as nearly as may be possible, in
relation to any shares of stock, securities or assets thereafter deliverable upon the
exercise hereof. The Company will not effect any such consolidation, merger or sale
unless, prior to the consummation thereof, the successor corporation (if other than the
Company) resulting from such consolidation or the corporation purchasing such assets
shall assume by written instrument, executed and mailed or delivered to the registered
Holder hereof at the last address of such Holder appearing on the books of the Company,
the obligation to deliver to such Holder such shares of stock, securities or assets as,
in accordance with the foregoing provisions, such Holder may be entitled to purchase.  




         
         4.4
Notice of Adjustment. Upon any adjustment of the Stock Purchase Price, and/or any
increase or decrease in the number of shares purchasable upon the exercise of this
Warrant the Company shall give written notice thereof, by first class mail, postage
prepaid, addressed to the registered holder of this Warrant at the address of such holder
as shown on the books of the Company. The notice, which may be substantially in the form
of Exhibit “A” attached hereto, 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.  




         
         4.5
Other Notices. If at any time:  




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




         
         
         (b)
the Company shall declare any dividend upon its Common Stock payable in stock or make any
special dividend or other distribution to the holders of its Common Stock; 




         
         
         (c)
the Company shall offer for subscription pro rata to the holders of its Common Stock any
additional shares of stock of any class or other rights; 




         
         
         (d)
there shall be   any reclassification of the capital stock of the Company, or any
corporate Event; 




         
         
         (e)
there shall be   a voluntary or involuntary dissolution, liquidation or winding-up of the
Company; or 



4 




 







         
         
         (f)
the Company shall take or propose to take any other action, notice of which is actually
provided to holders of the Common Stock; 



then, in any one or more of said
cases, the Company shall give, by first class mail, postage prepaid, addressed to the
holder of this Warrant at the address of such holder as shown on the books of the
Company, (i) at least 20 day’s prior written notice or, if less, the actual number
of days’ prior written notice of such event given to the Company’s
stockholders, but in no event less than 10 days of the date on which the books of the
Company shall close or a record shall be taken for such dividend, distribution or
subscription rights or for determining rights to vote in respect of any such
reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation
or winding-up, or other action and (ii) in the case of any such reorganization,
reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, or
other action, at least 20 day’s written notice or, if less, the actual number of days’ prior
written notice of such event given to the Company’s stockholders, but in no event
less than 10 days of the date when the same shall take place. Any notice given in
accordance with the foregoing clause (i) shall also specify, in the case of any such
dividend, distribution or subscription rights, the date on which the holders of Common
Stock shall be entitled thereto. Any notice given in accordance with the foregoing clause
(ii) 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 deliverable upon such
reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation
or winding-up, or other action as the case may be. 




         
         4.6
Certain Events. If any change in the outstanding Common Stock of the Company or any other
event occurs as to which the other provisions of this Section 4 are not strictly
applicable or if strictly applicable would not fairly protect the purchase rights of the
Holder of the Warrant in accordance with the essential intent and principles of such
provisions, then the Board of Directors of the Company shall make an adjustment in the
number and class of shares available under the Warrant, the Stock Purchase Price and/or
the application of such provisions, in accordance with such essential intent and
principles, so as to protect such purchase rights as aforesaid. The adjustment shall be
such as will give the Holder of the Warrant upon exercise for the same aggregate Stock
Purchase Price the total number, class and kind of shares as he would have owned had the
Warrant been exercised prior to the event and had he continued to hold such shares until
after the event requiring adjustment.  



         5.
Issue Tax. The issuance of certificates for shares of Common Stock 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.  




         6.
Closing of Books. The Company will at no time close its transfer books against the
transfer of any Warrant or of any shares of Common Stock issued or issuable upon the
exercise of any warrant in any manner which interferes with the timely exercise of this
Warrant.  




         7.
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
as a shareholder in respect of meetings of shareholders for the election of directors of
the Company or any other matters or any rights whatsoever as a shareholder of the
Company. 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 Common Stock, 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.  




         8.
Registration Rights. The Holder hereof shall be entitled, with respect to the shares of
Common Stock issued upon exercise hereof, to all of the piggyback registration rights set
forth in Section 2.3 of the Restated Investor Rights Agreement dated as of June 13, 2002 (“Investor
Rights Agreement”) and to be made a party to that agreement. The Company shall take
such action as may be reasonably necessary to assure that the granting of such
registration rights to the Holder does not violate the provisions of such agreement or
any of the Company’s charter documents or rights of prior Grantees of registration
rights.  



5 




 






         9.
Rights and Obligations Survive Exercise of Warrant. The rights and obligations of the
Company, of the Holder of this Warrant and of the holder of shares of Common Stock issued
upon exercise of this Warrant, contained in Sections 6 and 8 shall survive the exercise
of this Warrant.  




         10.
Modification and Waiver. 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.  




         11.
Notices. Any notice, request or other document required or permitted to be given or
delivered to the holder hereof or the Company shall be deemed to have been given (i) upon
receipt if delivered personally or by courier (ii) upon confirmation of receipt if by
telecopy or (iii) three business days after deposit in the US mail, with postage prepaid
and certified or registered, or (iv) one business day after receipt by a nationally
recognized overnight carrier addressed, to each such holder at its address as shown on
the books of the Company or to the Company at the address indicated therefor in the first
paragraph of this Warrant.  




         12.
Binding Effect on Successors. This Warrant shall be binding upon any corporation
succeeding the Company by merger, consolidation or acquisition of all or substantially
all of the Company’s assets. All of the obligations of the Company relating to the
Common Stock issuable upon the exercise of this Warrant shall survive the exercise and
termination of this Warrant. All of the covenants and agreements of the Company shall
inure to the benefit of the successors and assign of the holder hereof.  




         13.
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.  




         14.
Lost Warrants or Stock Certificates. The Company represents and warrants to the Holder
hereof 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 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.  




         15.
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 then effective Stock
Purchase Price.  




         16.
Representations of Holder. With respect to this Warrant, Holder represents and warrants
to the Company as follows:  





         
         16.1
Experience. It is experienced in evaluating and investing in companies engaged in
businesses similar to that of the Company; it understands that investment in the Warrant
involves substantial risks; it has made detailed inquiries concerning the Company, its
business and services, its officers and its personnel; the officers of the Company have
made available to Holder any and all written information it has requested; the officers
of the Company have answered to Holder’s satisfaction all inquiries made by it; in
making this investment it has relied upon information made available to it by the
Company; and it has such knowledge and experience in financial and business matters that
it is capable of evaluating the merits and risks of investment in the Company and it is
able to bear the economic risk of that investment.  




         
         16.2
Investment. It is acquiring the Warrant for investment for its own account and not with a
view to, or for resale in connection with, any distribution thereof. It understands that
the Warrant and the shares of  



6 




 






Common Stock issuable upon exercise
thereof have not been registered under the Securities Act of 1933, as amended. nor
qualified under applicable state securities laws. 




         
         16.3
Rule 144. It acknowledges that the Warrant and the Common Stock must be held indefinitely
unless they are subsequently registered under the Securities Act or an exemption from
such registration is available. It has been advised or is aware of the provisions of Rule
144 promulgated under the Securities Act.  




         
         16.4
Access to Data. It has had an opportunity to discuss the Company’s business,
management and financial affairs with the Company’s management and has had the
opportunity to inspect the Company’s facilities.  




         
         16.5
Accredited Investor. Holder represents that it is an “accredited investor”within
the meaning of Rule 501, Regulation D of the Securities Act of 1933, as amended.  




         
         16.6
Market Standoff Agreement. It agrees that in connection with the initial registration of
the Company’s securities that, upon the request of the Company or the underwriters
managing any new written public offering of the Company’s securities, not to sell,
make any short sale of, loan, grant an option for the purchase of, or otherwise dispose
of any Registrable Securities (as defined in the Investor Rights Agreement) other than
those included in the registration without the prior written consent of the Company or
such underwriters, as the case may be, for such period of time as may be requested by the
Company or such managing underwriters (not to exceed 180 days) from the effective date of
such registration, provided that the Company’s officers, directors, and its
shareholders who own at least five percent (5%) of the Company’s voting equity are
subject to the same restrictions.  



         17.
Additional Representations and Covenants of the Company. The Company hereby represents,
warrants and agrees as follows:  





         
         17.1
Corporate Power. The Company has all requisite corporate power and corporate authority to
issue this Warrant and to carry out and perform its obligations hereunder.  




         
         17.2
Authorization. All corporate action on the part of the Company, its directors and
shareholders necessary for the authorization, execution, delivery and performance by the
Company of this has been taken. This Warrant is a valid and binding obligation of the
Company, enforceable in accordance with its terms.  




         
         17.3
Offering. Subject in part to the truth and accuracy of Holder’s representations set
forth in Section 16 hereof, the offer, issuance and sale of the Warrant is, and the
issuance of Common Stock upon exercise of the Warrant will be, exempt from the
registration requirements of the Securities Act, and are exempt from the qualification
requirements of any applicable state securities laws; and neither the Company nor anyone
acting on its behalf will take any action hereafter that would cause the loss of such
exemptions.  




         
         17.4
Stock Issuance. Upon exercise of the Warrant, the Company will use its best efforts to
cause stock certificates representing the shares of Common Stock purchased pursuant to
the exercise to be issued in the individual names of Holder, its nominees or assignees,
as appropriate at the time of such exercise.  




         
         17.5
Certificate and By-Laws. The Company has provided Holder with true and complete copies of
the Company’s Certificate of Incorporation, By-Laws, and each Certificate of
Determination or other charter document setting, forth any rights, preferences and
privileges of Company’s capital stock, each as amended and in effect on the date of
issuance of this Warrant.  




         
         17.6
Financial and Other Reports. From time to time up to the earlier of the Expiration Date
or the complete exercise of this Warrant, the Company shall furnish to Holder
(i) within 90 days after the close of each fiscal year of the Company an audited
balance sheet and statement of changes in financial position at and as of the
end of such fiscal year, together with an audited statement of income for such
fiscal year; (ii) within 45 days after the close of each fiscal quarter of the
Company, an unaudited balance sheet and statement of cash flows at and as of the
end of such quarter, together with an unaudited statement of income for such
quarter; and (iii) promptly after sending, making available, or filing, copies
of all reports, proxy statements, and financial statements that the Company
sends or makes available to its shareholders and all registration statements and
reports that the Company files with the SEC or any other governmental or
regulatory authority.
 



7 




 






IN WITNESS WHEREOF, the Company has
caused this Warrant to be duly executed by its officers, thereunto duly authorized this
13th day of June, 2002. 



CARDICA, INC. 





By:     /s/
  Bernard Hausen 

            ——————————————
  

  Title: President & CEO

            ——————————————



8 




 






FORM OF SUBSCRIPTION 



(To be signed only upon
exercise of Warrant) 



To:    ___________________________________ 



	 |_|  	The
undersigned, the holder of the within Warrant, hereby irrevocably elects to exercise the
purchase right   represented by such Warrant for, and to purchase thereunder, (1) See
Below ________________ (_______) shares   (the “Shares”) of Stock of
_______________ and herewith makes payment of __________________ Dollars ($________)
  therefor, and requests that the certificates for such shares be issued in the name of,
and delivered to, _____________,   whose address is _______________.






	|_|  	The
undersigned hereby elects to convert _________ percent (__%) of the value of the Warrant
pursuant to the   provisions of Section 1(b) of the Warrant.






The undersigned represents that it
is acquiring such Common Stock for its own account for investment and not with a view to
or for sale in connection with any distribution thereof (subject, however, to any
requirement of law that the disposition thereof shall at all times be within its control. 


	 	Dated    ___________________

      

      Holder:  ___________________

      

      By:         ___________________

      

      Its:         ___________________

      

      

      (Address)

      _______________________ 

      _______________________ 






	(1)  	Insert
here the number of shares called for on the face of the Warrant (or, in the case of a
partial exercise, the portion thereof as to which the Warrant is being exercised), in
either case without making any adjustment for additional Common Stock or any other stock
or other securities or property or cash which, pursuant to the adjustment provisions of
the Warrant, may be deliverable upon exercise.






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ASSIGNMENT  



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


	Name of
      Assignee	Address	No. of Shares
	
      

    
	  		
	  		
	  		
	  		





	 	Dated    ___________________

      

      Holder:  ___________________

      

      By:         ___________________

      

      Its:         ___________________

      






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EXHIBIT “A”  



[On letterhead of the
Company]  




         
         Reference
is hereby made to that certain Warrant dated June 13, 2002, issued by CARDICA, INC., a
Delaware corporation (the “Company”), to ALLEN & COMPANY INCORPORATED, a
New York corporation (the “Holder”). 



         [IF
APPLICABLE] The Warrant provides that the actual number of shares of the Company’s
capital stock issuable upon exercise of the Warrant and the initial exercise price per
share are to be determined by reference to one or more events or conditions subsequent to
the issuance of the Warrant. Such events or conditions have now occurred or lapsed, and
the Company wishes to confirm the actual number of shares issuable and the initial
exercise price. The provisions of this Supplement to Warrant are incorporated into the
Warrant by this reference, and shall control the interpretation and exercise of the
Warrant. 




         [IF
APPLICABLE] Notice is hereby given pursuant to Section 4.4 of the Warrant that the
following adjustment(s) have been made to the Warrant: [describe adjustments, setting
forth details regarding method of calculation and facts upon which calculation is based]. 




         This
certifies that the Holder is entitled to purchase from the Company ____________________
(_________) fully paid and nonassessable shares of the Company’s ____________ Stock
at a price of _________________________ Dollars ($_________) per share (the “Stock
Purchase Price”). The Stock Purchase Price and the number of shares purchasable
under the Warrant remain subject to adjustment as provided in Section 4 of the Warrant. 




         Executed
this ____ day of ________________,             200__. 



	 	CARDICA,
      INC. 

      

      By:      __________________________

      

      Name: __________________________

      

      Title:   __________________________





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