Form of Warrant



 Exhibit 10.17 
 THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE, AND MAY BE OFFERED, SOLD, PLEDGED OR HYPOTHECATED ONLY IF REGISTERED AND QUALIFIED
PURSUANT TO THE RELEVANT PROVISIONS OF FEDERAL AND STATE SECURITIES LAWS OR IF THE COMPANY IS PROVIDED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT REGISTRATION AND QUALIFICATION UNDER FEDERAL AND STATE SECURITIES LAWS IS NOT
REQUIRED OR IF THE COMPANY OTHERWISE SATISFIES ITSELF THAT REGISTRATION IS NOT REQUIRED. 
 WARRANT TO PURCHASE SHARES OF COMMON STOCK

 OF 
 ALSIUS
CORPORATION, 
 a California corporation 
 Date of Grant: August 18, 2006 
 This certifies that for the purchase price paid, the undersigned holder of this Warrant (the “Original Holder”) and any person to whom the interest in this Warrant is lawfully transferred (the Original Holder hereof and such
transferees referred to hereinafter as the “Holder”), is entitled to purchase up to that number of shares of Common Stock, no par value (the “Common Stock”) of Alsius Corporation, a California corporation (the
“Company”) as determined pursuant to Section 1(b) hereof, pursuant to the terms of this Warrant. This Warrant is being issued in connection with a series of convertible promissory notes issued by the Company on the Date of Grant of
this Warrant (such notes, together with convertible notes issued by the Company in April 2006 and convertible notes issued by the Company having substantially the same terms that are later issued, the “Bridge Notes”). The Bridge Notes are
automatically convertible into Common Stock upon the closing of an underwritten public offering of the Company’s Common Stock (the “IPO”). 
 1. Exercise of Warrant. 
 (a) Exercise Price; Aggregate Exercise Price. The
price per share at which this Warrant may be exercised (the “Exercise Price”) will be equal to (i) in the case of an IPO, the public offering price per share of Common Stock in the IPO as stated on the front cover of the final IPO
prospectus (before deduction of any underwriting commissions, expenses or other amounts) or (ii) in the event that an IPO or sale of the Company has not occurred prior to the Maturity Date (as defined in the Bridge Notes) of the Bridge Notes,
as described below in this Section 1(a), the current $3.00 price per share of the Series F Preferred Stock (as adjusted for stock splits, consolidations, recapitalizations and the like that may occur after the date hereof). This Warrant will
automatically become a Warrant to purchase shares of Series F Preferred 








 
Stock if no IPO or sale of the Company causing conversion of the Bridge Notes occurs prior to the Maturity Date of the Bridge Notes (including any extension
thereof in accordance with the terms of the Bridge Notes) and all references to Common Stock in this Warrant shall become a reference to Series F Preferred Stock. In the event of a Sale Transaction (as defined in the Bridge Notes), this Warrant will
be automatically cancelled. The initial “Aggregate Exercise Price” will be the amount resulting from multiplying the Exercise Price times the total number of shares of the stock that may be purchased upon exercise hereof. 
 (b) Number of Shares. Subject to the exercisability restrictions set forth in Section 1(c) hereof, this Warrant will entitle
the Holder to purchase (i) in the event of an IPO, a number of shares of Common Stock equal to the quotient obtained by dividing twenty percent (20%) of the original principal amount of the Holder’s Bridge Note by the public offering
price per share of Common Stock in the IPO as stated on the front cover of the final IPO prospectus (before deduction of any underwriting commissions, expenses or other amounts), and (ii) in the event that an IPO or Sale Transaction has not
occurred prior to the Maturity Date of the Bridge Notes, the quotient obtained by dividing twenty percent (20%) of the original principal amount of the Holder’s Bridge Note by the $3.00 price per share of the Series F Preferred Stock (as
adjusted for stock splits, consolidations, recapitalizations and the like that may occur after the date hereof). 
 (c)
Exercise Period. This Warrant will become exercisable on the earlier of (i) closing of an IPO in which the Bridge Notes automatically convert into Common Stock and (ii) the maturity date of the Bridge Notes (including any extension
thereof in accordance with the terms of the Bridge Notes) (the “Exercise Date”). This Warrant will be exercisable for a period of three (3) years from the Exercise Date. 
 (d) Method of Exercise; Payment. The purchase right represented by this Warrant may be exercised by the Holder, in whole or in
part, for up to the total number of shares remaining available for exercise by the surrender of this Warrant (with the notice of exercise form attached hereto as Annex I duly executed) at the principal office of the Company and by payment to the
Company, by: (i) check made payable to the Company drawn on a United States bank and for United States funds, (ii) wire transfer of immediately available funds, (iii) delivery to the Company of evidence of cancellation of indebtedness
of the Company to such Holder, or (iv) any combination thereof, of an amount in each case equal to the then applicable Exercise Price per share multiplied by the number of shares of Common Stock then being purchased. Upon partial exercise, the
Company will promptly issue an amended warrant representing the remaining number of shares purchasable hereunder. All other terms and conditions of such amended warrant will be identical to those contained herein, including, but not limited to the
effective date hereof. 
 (e) Net Exercise. In the event that the Company’s Common Stock is then traded on a
national securities exchange or admitted to unlisted trading privileges on such an exchange, or is listed on the National Market (the “National Market”) of the National Association of Securities Dealers Automated Quotations System (the
“Nasdaq”) or other over-the-counter quotation system, this Warrant shall represent the right to purchase Common Stock and then the Holder may elect to receive, without the payment by the Holder of any additional consideration, shares equal
to the value of this Warrant, or any portion hereof, by the surrender 

  

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of this Warrant or such portion to the Company (with the notice of exercise form attached hereto as Annex I duly executed). Thereupon, the Company will issue
to the Holder such number of fully paid and nonassessable shares of Common Stock as is computed using the following formula: 
  

					
		  		  	   Y (A - B)
			
		  	X =	  	          A
			
	 Where:
	  	X =	  	 The number of shares of Common Stock to be issued to the Holder pursuant to this net exercise;

			
		  	Y =	  	 The number of shares of Common Stock in respect of which the net issue election is made;

			
		  	A =	  	 The fair market value of one share of the Company’s Common Stock at the time the net issue election is made;

			
		  	B =	  	 The Exercise Price in effect under this Warrant at the time the net issuance election is made pursuant to this Section 1(e).


 For purposes of this Section 1(e), the fair market value of one share of the Company’s
Common Stock as of a particular date will be determined as follows: (i) if traded on a securities exchange or through the Nasdaq National Market, the value will be deemed to be the average of the closing prices of the securities on such
exchange for the ten (10) trading days ending on the trading day prior to the net exercise election; and (ii) if traded over-the-counter, the value will be deemed to be the average of the closing bid or sale prices (whichever is
applicable) for the ten (10) trading days ending on the trading day prior to the net exercise. 
 (f) Issuance of New
Warrant. In the event of any exercise of the purchase right represented by this Warrant, certificates for the shares of Common Stock (or such other series of stock then issuable upon exercisable of this Warrant) so purchased will be delivered to
the Holder within fifteen (15) business days after receipt of such payment and, unless this Warrant has been fully exercised or has expired, a new warrant representing the portion of the shares of Common Stock (or such other series of stock
then issuable upon exercisable of this Warrant), if any, with respect to which this Warrant will not then have been exercised will also be issued to the Holder within a fifteen (15) business day period. 
 2. Adjustment of Number and Kind of Securities and Adjustment of Exercise Price. The number and kind of securities purchasable upon the exercise
of this Warrant, and the Exercise Price, will be subject to adjustment from time to time upon the occurrence of certain events, as follows: 
 (a) Reclassification, Reorganization, Consolidation or Merger. In case of any reclassification of the Common Stock of the Company, or any reorganization, consolidation or merger of the Company with or into
another corporation (other than a merger or reorganization with respect to which the Company is the continuing corporation and which does not result in any reclassification of the Common Stock), the Company, or such successor corporation, as the
case may be, will execute and deliver to the Holder a new warrant in substitution for this Warrant 

  

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which will provide that the Holder will have the right to exercise such new warrant and upon such exercise to receive, in lieu of each share of Common Stock
issuable upon exercise of this Warrant, the number and kind of securities, money and property receivable upon such reclassification, reorganization, consolidation or merger by a holder of shares of Common Stock of the Company for each share of
Common Stock. Such new warrant will provide for adjustments which will be as nearly equivalent as may be practicable to the adjustments provided for in this Section 2 including, without limitation, adjustments to the Exercise Price and to the
number of shares issuable upon exercise of this Warrant. The provisions of this Section 2(a) will similarly apply to successive reclassifications, reorganizations, consolidations or mergers. Notwithstanding the foregoing, pursuant to
Section 1(a) hereof, this Warrant shall automatically terminate upon a Sale Transaction. 
 (b) Split, Subdivision or
Combination of Shares. If the Company at any time while this Warrant remains outstanding and unexpired splits, subdivides or combines its Common Stock, the Exercise Price will be proportionately decreased in the case of a split or subdivision or
proportionately increased in the case of a combination. Any adjustment under this Section 2(b) will become effective when the split, subdivision or combination becomes effective. 
 (c) Stock Dividends. If the Company at any time while this Warrant remains outstanding and unexpired will pay a dividend with
respect to the Common Stock payable in shares of Common Stock, or securities convertible into or exchangeable for Common Stock (“Convertible Securities”), the Exercise Price will be adjusted, from and after the date of determination of the
shareholders entitled to receive such dividend or distribution, to that price determined by multiplying the Exercise Price in effect immediately prior to such date of determination by a fraction (i) the numerator of which will be the total
number of shares of Common Stock outstanding immediately prior to such dividend or distribution, and (ii) the denominator of which will be the total number of shares of Common Stock outstanding immediately after such dividend or distributions
(including shares of Common Stock issuable upon exercise, conversion or exchange of any Convertible Securities issued as a dividend or distribution). If the Convertible Securities issued as such dividend or distributions by their terms provided,
with the passage of time or otherwise, for any increase or decrease in the consideration payable to the Company, or any increase or decrease in the number of shares issuable upon exercise, conversion or exchange thereof, or any change of rate or
otherwise), the Exercise Price will, upon any such decrease or increase becoming effective, be reduced or increased to reflect such decrease or increase as if such decrease or increase became effective immediately prior to the issuance of the
Convertible Securities as the dividend or distribution. Any adjustment under this Section 2(c) will become effective on the record date or, if there is not record date, on the date of issuance. 
 (d) Adjustment of Number of Shares. Upon each adjustment in the Exercise Price pursuant to this Section 2, the number of
shares issuable upon exercise of this Warrant will be adjusted to the number obtained by dividing the then outstanding Aggregate Exercise Price by the Exercise Price immediately after such adjustment. 
  

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 3. Compliance With Securities Act; Transferability of Warrant. 
 (a) Legends. Any certificate for shares issued upon exercise hereof will be imprinted with a legend in substantially the form set
forth in the Notice of Exercise form attached hereto as Annex I. 
 (b) Restricted Securities. The Holder understands
that the Warrant, the Common Stock (the “Securities”), that the Holder is purchasing are characterized as “restricted securities” under the federal securities laws, inasmuch as they are being acquired from the Company in a
transaction not involving a public offering, and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act of 1933, as amended (the “1933 Act”) only in certain limited
circumstances. In this connection, the Holder is familiar with Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the 1933 Act. The Holder understands Rule 144 is not currently available for the
sale of the Securities and may never be so available. 
 (c) Transferability and Negotiability of Warrant. This Warrant
may not be transferred or assigned in whole or in part, unless (i) there is then in effect a registration statement (declared effective by the Securities and Exchange Commission) and necessary state regulatory authorities) under the 1933 Act
covering such proposed disposition and such disposition is made in accordance with such registration statement; or (ii) the Holder will have notified the Company of the proposed disposition and will have furnished the Company with a brief
statement of the circumstances surrounding the proposed disposition, and if reasonably requested by the Company, the Holder will have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company that such disposition will
not require registration of such shares under the 1933 Act; provided however, no such registration or opinion will be necessary for any transfer of this Warrant: (i) in compliance with Rule 144 or Rule 144A of the 1933 Act, (ii) by
gift, will or intestate succession by the Holder to his or her spouse or lineal descendants or ancestors or any trust for any of the foregoing or (iii) pursuant to a transfer to any partner, former partner, affiliate, member or equity holder of
the Holder or the estate of any such partner, former partner, affiliate, member or equity holder of the Holder; provided that, in each of the foregoing cases, the transferee agrees in writing to be subject to the terms of this Warrant. Subject to
the provisions of this Section 3(c), title to this Warrant may be transferred in the same manner as a negotiable instrument transferable by endorsement and delivery, by execution and delivery of a completed Assignment Form attached hereto as
Annex II. 
 4. Representations and Warranties of the Holder. The Holder hereby represents and warrants that: 
 (a) Authorization. The Holder has full power and authority to enter into this Warrant, and this Warrant constitutes the valid and
legally binding obligations of the Holder, enforceable in accordance with its terms. 
 (b) Purchase Entirely for Own
Account. The Securities will be acquired for investment for the Holder’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and the Holder has no present intention of selling,
granting any participation in or otherwise distributing the same. The Holder does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation in any of the Securities to such person or to any
third person. 
  

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 (c) Disclosure of Information. The Holder has received all the information the
Holder considers necessary or appropriate for deciding whether to purchase this Warrant. The Holder has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering and sale of the
Securities. 
 (d) Investment Experience. The Holder is an investor in securities of companies in the development stage
and acknowledges that the Holder is able to fend for himself and bear the economic risk of its investment, including the complete loss thereof, and has such knowledge and experience in financial or business matters that the Holder is capable of
evaluating the merits and risks of the investment in the Securities. The Holder acknowledges that the Company currently is seeking investors to participate in a proposed offering of the Company’s securities, but there can be no assurances that
the Company will find financing on acceptable terms, if at all. The Holder has not been organized for the purpose of acquiring the Securities. 
 (e) Accredited Investor. The Holder is an “accredited investor” within the meaning of Rule 501 of Regulation D, as presently in effect, promulgated under the 1933 Act. 
 5. Market Stand-Off Agreement. The Holder agrees to be bound by the market stand-off agreement set forth in the Company’s Investors’
Rights Agreement (as defined in the Bridge Notes), as the same may be amended from time to time. 
 6. Replacement of Warrant. On
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, on delivery of an indemnity agreement reasonably satisfactory in form and
substance to the Company or, in the case of mutilation, on surrender and cancellation of this Warrant, the Company at its expense will execute and deliver, in lieu of this Warrant, a new warrant of like tenor and amount. 
 7. Reservation of Stock. The Company covenants that during the term this Warrant is exercisable, the Company will reserve from its authorized and
unissued Common Stock and Common Stock or Series F Preferred Stock, as the case may be, a sufficient number of shares to provide for the issuance of Common Stock or Series F Preferred Stock, as the case may be, upon the exercise of this Warrant and,
if applicable, the issuance of Common Stock upon conversion of the Series F Preferred Stock and, from time to time, will take all steps necessary to amend its Restated Articles to provide sufficient reserves of shares of Common Stock or Series F
Preferred Stock, as the case may be, issuable upon exercise of the Warrant and, if applicable, Common Stock issuable upon conversion of the Series F Preferred Stock. The Company agrees that its issuance of this Warrant will constitute full authority
to its officers who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for shares of Common Stock or Series F Preferred Stock upon the exercise of this Warrant. 
 8. Notices. In case: 
 (a) the Company will take a record of the holders of its Common Stock (or other stock or securities at the time receivable upon the exercise of this Warrant) for the purpose 

  

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of entitling them to receive any dividend or other distribution, or 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 
 (b) 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, or any conveyance of all or substantially all of the assets of the Company to another corporation, or 
 (c) the closing of an IPO or the conversion of this Warrant into a Warrant to purchase shares of Series F Preferred Stock, or 

(d) of any voluntary dissolution, liquidation of winding up of the Company, then, and in each such case, the Company will mail or cause
to be mailed to the Holder or Holders a notice specifying, as the case may be, (A) 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 (B) the date on which such reorganization, reclassification, consolidation, merger, conveyance, 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 stock or securities at the time receivable upon the exercise of this Warrant) will 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, conveyance, dissolution, liquidation or winding up. Such notice will be mailed at least fifteen (15) days prior to the date therein specified. 
 9. Rights of Shareholders. The Holder will not be entitled to vote or receive dividends or be deemed the holder of Common Stock or any other
securities of the Company that may at any time be issuable on the exercise hereof for any purpose, nor will anything contained herein be construed to confer upon the Holder, as such, any of the rights of a shareholder of the Company or any right to
vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or 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) or to receive notice of meetings, or to receive dividends or subscription rights or otherwise until the Warrant will have been exercised and the
shares of Common Stock purchasable upon the exercise hereof will have been issued, as provided herein. 
 10. Fractional Shares. No
fractional shares will be issued in connection with any exercise hereunder, but in lieu of such fractional shares the Company will make a cash payment therefor upon the basis of the Exercise Price then in effect. 
 11. Assignment. This Warrant applies to, inures to the benefit of, and binds the successors and assigns of the parties hereto. Any transfer of
this Warrant will be effected only by surrender of this Warrant to the Company and reissuance of a new note to transferee. The Holder and any subsequent holder(s) of this Warrant receive this Warrant subject to the foregoing items and conditions,
and agree to comply with the foregoing terms and conditions for the benefit of the Company and any other holders. 
  

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 12. Notices. Any notice, request or other communication required or permitted hereunder will be in
writing and will be deemed to have been duly given (i) when received, if personally delivered, faxed, sent by nationally recognized courier or U.S. Mail return-receipt requested, or (ii) on the third (3rd) business day after deposit
in the U.S. Mail, if sent by first-class mail, in any such case to the address of the Holder set forth on the signature page hereto and to the Company at Alsius Corporation, 15770 Laguna Canyon Road, Suite 150, Irvine, California 92618, Attention:
President. Any party hereto may by notice so given change its address for future notice hereunder. 
 13. Warrant Register. This
Warrant is transferable only upon the books of the Company which it will cause to be maintained for such purpose. The Company may treat the registered holder of this Warrant as he, she or it appears on the Company’s books at any time as the
Holder for all purposes. 
 14. Amendment, Waiver, Etc. The terms of this Warrant may be amended or waived only upon the written
agreement of the Company and the Holder; provided, however, that during the time (and only during the time) the Bridge Notes are outstanding, the terms of this Warrant and all of the other Warrants issued by the Company in connection with the Bridge
Notes may be amended or waived upon the written agreement of the Company and the Holders of at least sixty percent (60%) of the aggregate principal amount of all Bridge Notes (the “Supermajority Holders”), whether or not the Holder of
this Warrant agrees thereto, as long as such amendment or waiver is the same for all Warrants. Any such amendment or waiver agreed to by the Company and the Supermajority Holders during the time the Bridge Notes are outstanding will be binding on
the holders of all Warrants. Amendments or waivers to which the Company and the Supermajority Holders may agree, and which will be binding on holders of all Warrants, include, but are not limited to, (i) shortening the term of the Warrants,
(ii) changing the exercise price of the Warrants, or (iii) reducing the number of shares for which the Warrants are exercisable (as long as such reduction is proportionally the same for each Warrant holder based on the shares covered by
such holder’s Warrant relative to the shares covered by all Warrants). 
 15. Heading; References. All headings used herein are
used for convenience only and will not be used to construe or interpret this Warrant. Except where otherwise indicated, all references herein to Sections refer to Sections hereof. 
 16. Severability. If any provision or set of provisions of this Warrant (or any portion thereof) is held by an arbitrator or court of competent
jurisdiction to be invalid, illegal or unenforceable for any reason whatever: (a) such provision will be limited or modified in its application to the minimum extent necessary to avoid the invalidity, illegality or unenforceability of such
provision and such modified provision will be reduced to a writing and signed by the parties hereto; (b) the validity, legality and enforceability of the remaining provisions of this Warrant will not in any way be affected or impaired thereby;
and (c) to the fullest extent possible, the provisions of this Warrant will be construed so as to give effect to the intent manifested by the provision (or portion thereof) held invalid, illegal or unenforceable. 
 17. Effect of Amendment or Waiver. Each Holder acknowledges that by the operation of Section 14 hereof, less than all of the Holders of
Warrants (or such transferees of Warrants) may effect an amendment or waiver of provisions of the Warrants and may therefore 

  

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diminish or eliminate all rights of such Holder under this Warrant even though such Holder has not consented to the amendment or waiver. 
 18. Governing Law. This Warrant will be governed by and construed in accordance with the laws of the State of California, without regards to its
conflict of laws provisions. 
 [Remainder of page intentionally left blank] 
  

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 IN WITNESS WHEREOF, the undersigned have caused this Warrant to be executed by the undersigned as of the
date first set forth above. 
  

			
	 ALSIUS CORPORATION,

	 a California corporation

		
	By:	 	  
		 	William J. Worthen
		 	President and Chief Executive Officer
	
	 HOLDER:

	
	 [INVESTOR]

		
	By:	 	  
		
	Name:	 	  
		
	Title:	 	  



			
		
	Address: 	 	  



			
		
	Fax:	 	  
		
	Phone:	 	  


  

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 ANNEX I  
 TO WARRANT 
 Warrant Notice of Exercise 
 Ladies/Gentlemen: 
 On this date the
undersigned,
                                        
            , hereby acquires from Alsius Corporation, a California corporation (the “Company”), an aggregate of
                     shares of Common Stock (as defined in the Warrant) or Series F Preferred Stock (as defined in the Warrant), as the case
may be, which is exercised hereby (the “Restricted Securities”). 
 1. Investment Intent. The undersigned represents and warrants that:

 (a) The Restricted Securities have been acquired by the undersigned for investment and not with a view to the sale or other distribution
thereof within the meaning of the Securities Act of 1933, as amended (the “1933 Act”) and the undersigned has no present intention of selling or otherwise disposing of all or any portion of the Restricted Securities. 
 (b) The undersigned has acquired the Restricted Securities for the undersigned’s own account and no one else has any beneficial ownership in the
Restricted Securities. 
 2. Restrictions on Transfer. The undersigned understands that: 
 (a) In reliance upon the representations and warranties set forth herein, the Restricted Securities have not been registered with the Securities and
Exchange Commission, and accordingly may not be offered, sold or otherwise transferred except in compliance with the 1933 Act (including any exemptions from registration thereunder); 
 (b) The undersigned must bear the economic risk of the undersigned’s investment in the Restricted Securities indefinitely unless and until the
Restricted Securities are registered pursuant to the 1933 Act or, in the opinion of counsel in form and substance satisfactory to the Company, an exemption from the registration requirement is available; 
 (c) The undersigned cannot be assured that any exemption from the registration requirement will be available should the undersigned desire to transfer
the Restricted Securities, and, therefore, the undersigned may not be able to dispose of or otherwise transfer the Restricted Securities, under the circumstances, in the amounts, or at the time proposed by the undersigned; and 
 (d) Rule 144 promulgated under the 1933 Act, which provides for certain limited, routine sales of unregistered securities, is not presently
available with respect to the Restricted Securities, and the Company is under no obligation to furnish the information that might be necessary to enable the undersigned to sell any of the Restricted Securities under Rule 144. 
 3. Legend and Stop-Transfer Orders. The undersigned understands that, if required by applicable federal securities laws at the date of issuance of the Restricted
Securities, certifies or other instruments representing any of the Restricted Securities acquired by the undersigned will 








 
bear a legend substantially similar to the following, in addition to any other legends required by federal or state laws, or by any contractual agreement
binding upon the undersigned with respect to the Restricted Securities: 
 THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED OR
QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE, AND MAY BE OFFERED, SOLD, PLEDGED OR HYPOTHECATED ONLY IF REGISTERED AND QUALIFIED PURSUANT TO THE RELEVANT PROVISIONS OF FEDERAL AND STATE SECURITIES LAWS
OR IF THE COMPANY IS PROVIDED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT REGISTRATION AND QUALIFICATION UNDER FEDERAL AND STATE SECURITIES LAWS IS NOT REQUIRED OR IF THE COMPANY OTHERWISE SATISFIES ITSELF THAT REGISTRATION IS
NOT REQUIRED. 
 The undersigned agrees that, to ensure and enforce compliance with the restrictions imposed by applicable law and those
referred to in the foregoing legend, or elsewhere herein, the Company may issue appropriate “stop transfer instructions to its transfer agent, if any, with respect to any certificate or other instrument representing Restricted Securities, or if
the Company transfers its own securities, that it may make appropriate notation to the same effect in the Company’s records. 
 Notwithstanding the legend above, no registration statement or opinion of counsel will be necessary for any transfer of Restricted Securities: (i) in compliance with Rule 144 or Rule 144A of the 1933 Act, (ii) by gift, will
or intestate succession by the Holder to his or her spouse or lineal descendants or ancestors or any trust for any of the foregoing or (iii) pursuant to a transfer to any partner, former partner, affiliate or the estate of any such partner of
the Holder; provided that, in each of the foregoing cases, the transferee agrees in writing to be subject to the terms of the Warrant. 
  

			
	  
	 (Printed name if entity)

	 (Signature of Individual)

	
	 (Please fill in and sign below only if entity):

		
	By:	 	  
		 	        (Signature)


			
		
	Printed name:	 	  


			
		
	Its:	 	  
		
	 Date:
	 	  








 ANNEX II  
 TO WARRANT 
 ASSIGNMENT FORM FOR ALSIUS CORPORATION WARRANT 
 To assign the foregoing Warrant, execute this form and supply required information. Do not use this form to exercise the Warrant to purchase shares.

 PLEASE NOTE: The Warrant has not been registered under the Securities Act of 1933, as amended, or under the applicable state
securities laws. The Warrant is subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the Warrant. 
 FOR VALUE RECEIVED, the foregoing Warrant for the purchase of capital stock of Alsius Corporation and all rights evidenced thereby are hereby assigned to 
  

			
	Name of assignee:	  	  


			
		
	Address of assignee:	  	  


			
		
		  	  


					
			
	Date:	  	  	  	


			
		
	Assigning Holder’s Name:	  	  


			
		
	Assigning Holder’s Signature:	  	  


			
		
	Assigning Holder’s Address:	  	  


			
		
		  	  

 The name and signature of the assigning Holder must be exactly the same as the Holder’s name appears on the
face of the assigned warrant, without alteration or enlargement or any change whatever. Officers of corporations and those acting in fiduciary or their representative capacity should file with this Assignment proper evidence of their authority to so
act.