EXHIBIT
10.1


 



  


CONVERTIBLE
DEBENTURE UNIT PURCHASE AGREEMENT


 


FOR


 


CARDIOGENICS
HOLDINGS INC.


 


OTCBB: CGNH


 __________________________________________


 


ACCREDITED
INVESTORS ONLY


__________________________________________


 


Number of
Units Offered: 40


 


Price per
Unit: $25,000 


 


Minimum Investment:
One (1) Unit


 


Maximum Aggregate
Subscription: $1,000,000


 


Each Unit
consists of:


 


One (1) Series
A Convertible Debenture in the Original Principal Amount of $25,000; and


 


One
(1) Warrant to Purchase Fifty Thousand (50,000) Shares of Common Stock.


 


THE SECURITIES
OFFERED PURSUANT TO THIS CONVERTIBLE DEBENTURE UNIT PURCHASE AGREEMENT HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE
COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR
SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM,
OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS. 


 





 



 




    	 



    	 



    




 


CONVERTIBLE
DEBENTURE UNIT PURCHASE AGREEMENT


 


CONVERTIBLE
DEBENTURE UNIT PURCHASE AGREEMENT, dated as of _____________, 201__ (this “Agreement”), is entered into by and
between CARDIOGENICS HOLDINGS INC., a Nevada corporation (the “Company”), and each individual
or entity named on an executed signature page hereto (each such signatory is referred to as a “Purchaser”)
(each agreement with a Purchaser being deemed a separate and independent agreement between the Company and such Purchaser).


 


WHEREAS,
pursuant to the terms and conditions of that certain Private Placement Memorandum dated September 21, 2012 the Company is
offering for sale certain securities of the Company (the “Memorandum”; and


 


WHEREAS,
subject to the terms and conditions of this Agreement, and acceptance of this Agreement by the Company, the Company wishes
to issue and sell to the Purchasers, and the Purchasers wish to acquire from the Company, the number of units identified on the
Purchasers’ executed signature page hereto; and


 


WHEREAS,
each unit to be sold by the Company pursuant to the Memorandum consists of: (i) one (1) 10% convertible debenture in the original
principal amount of $25,000.00 and (ii) one (1) warrant to purchase 50,000 shares of the Company’s common stock at $0.25
per share (the “Unit(s)”); and


 


WHEREAS,
(i) each 10% convertible debenture of the Company that is part of a Unit shall be designated as “Series A”
convertible debentures of the Company, which shall be convertible, at a conversion price of $0.25 per share, into shares of
common stock, $0.00001 par value per share, of the Company (the “Common Stock”), in accordance with the terms
and conditions of such convertible debentures, and shall have a maturity date of three (3) years from the date of such convertible
debenture and be in the form set forth in Exhibit A to this Agreement (the “Convertible Debenture(s)”) and
(ii) each warrant that is part of a Unit shall be exercisable for Common Stock for a period of three (3) years from the date of
such warrant, at an exercise price of $0.25 per share, in accordance with the terms and conditions of such warrant, and shall
be in the form set forth in Exhibit B to this Agreement (the “Warrant(s)”); and


 


WHEREAS,
the Company and the Purchasers are executing and delivering this Agreement in reliance upon the exemption from securities registration
for offers and sales to accredited investors afforded under, inter alia, Rule 506 under Regulation D (“Regulation
D”) as promulgated by the United States Securities and Exchange Commission under the Securities Act of 1933, as amended
(the “Securities Act”), and/or Section 4(2) of the Securities Act;


   


NOW
THEREFORE, in consideration of the premises and the mutual covenants contained herein and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:


  


ARTICLE I


 


PURCHASE
AND SALE OF UNITS; CLOSING


 


		1.1	Agreement to Purchase



 


Subject
to the terms and conditions of this Agreement, and acceptance of this Agreement by the Company, the Company agrees to issue and
sell to the Purchaser, and the Purchaser agrees to acquire from the Company, the number of Units identified on the Purchaser’s
executed signature page hereto.


 




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		1.2	Closing



 


		(A)	The closing
                                                           of the transactions contemplated herein (the “Closing”)
                                                           shall occur at such time and place agreed upon by the parties, but
                                                           in no event later than five (5) business days following receipt by
                                                           the respective parties of the pre-closing deliveries set forth in paragraph
                                                           1.3 below.



 


		(B)	There is
                                                           no minimum number of Units that must be sold by the Company in this
                                                           offering prior to any Closing with respect to the purchase of any Units,
                                                           and the Company expects to accept subscriptions for Units as they are
                                                           received. As a result, there can be no assurance that the Company will
                                                           raise the maximum amount of this offering.



 


		1.3	Pre-Closing Deliveries



 


		(A)	Purchaser
                                                           shall deliver a properly completed and executed counterpart of this
                                                           Agreement to the Company at the address specified for the Company on
                                                           the signature page of this Agreement, along with a properly completed
                                                           and executed Accredited Investor Questionnaire in the form contained
                                                           in Annex 2 to the Memorandum.



 


		(B)	If the subscription
                                                           is accepted by the Company, the Company shall deliver to Purchaser
                                                           a fully executed counterpart of this Agreement.



 


		1.4	Closing Deliveries



 


		(A)	At the Closing,
                                                           the Company shall deliver to Purchaser a fully executed original of
                                                           the Convertible Debenture(s) and Warrant(s) that are part of the Unit(s)
                                                           purchased by Purchaser. If Purchaser purchases more than one (1) Unit,
                                                           the Company may, in lieu of issuing multiple Convertible Debentures
                                                           and Warrants, issue a single Convertible Debenture representing the
                                                           aggregate principal amount of the Convertible Debentures under the
                                                           Units purchased and a single Warrant representing the aggregate number
                                                           of warrant shares exercisable under the Warrants included in the Units
                                                           purchased.



 


		(B)	At the
                                                               Closing, Purchaser shall execute the Warrant(s) where indicated
                                                               and shall wire transfer to the Company the required purchase price
                                                               in U.S. dollars for the Units purchased by Purchaser.



 


ARTICLE II


 


REPRESENTATIONS
AND WARRANTIES


 


2.1         Representations
and Warranties of the Purchaser.  The Purchaser hereby makes the following representations and warranties
to the Company:


 


		(A)	Purchaser
                                                           recognizes that the purchase of the Units subscribed to herein involves
                                                           a high degree of risk.



 


		(B)	An investment
                                                           in the Company is highly speculative and only investors who can afford
                                                           the loss of their entire investment should consider investing in the
                                                           Company and the Units.



 


		(C)	Purchaser
                                                           is a sophisticated investor (as defined in Rule 506(b)(2)(ii) of Regulation
                                                           D and has such knowledge and experience in finance, securities, investments,
                                                           and other business matters so as to be able to evaluate the merits
                                                           and risks of an investment in the Units;



 




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		(D)	Purchaser
                                                           is an accredited investor (as defined in Rule 501 of Regulation D)
                                                           and has delivered to the Company a properly completed and executed
                                                           Accredited Investor Questionnaire in the form set forth in Annex 2
                                                           of the Memorandum.



 


		(E)	Purchaser
                                                           hereby acknowledges that (i) this offering of the Units has not been
                                                           reviewed by the United States Securities and Exchange Commission; (ii)
                                                           the Units and the shares of Common Stock issuable upon conversion of
                                                           the Convertible Debentures and/or exercise of the Warrants (the “Underlying
                                                           Shares”) are being issued by the Company pursuant to an exemption
                                                           from registration provided by Section 4(2) of the Securities Act; and
                                                           (iii) the stock certificate evidencing the Underlying Shares will contain
                                                           a restrictive legend substantially in the following form:



 


			THE SECURITIES
                                                            REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
                                                            SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),
                                                            OR STATE SECURITIES LAWS, AND NO TRANSFER OF THESE SECURITIES MAY
                                                            BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
                                                            UNDER THE SECURITIES ACT OR (B) PURSUANT TO AN AVAILABLE EXEMPTION
                                                            FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS
                                                            OF THE SECURITIES ACT, WITH RESPECT TO WHICH THE COMPANY MAY REQUIRE
                                                            AN OPINION OF COUNSEL FOR THE HOLDER THAT SUCH TRANSFER IS EXEMPT
                                                            FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.



 


		(F)	Purchaser
                                                              is purchasing the Units for its own account for investment and not
                                                              with a view towards distribution. Purchaser acknowledges that it
                                                              must bear the economic risk of its investment indefinitely unless
                                                              the Underlying Shares are resold in compliance with Regulation D,
                                                              are registered pursuant to the Securities Act, or an exemption from
                                                              such registration is available.



 


		(G)	Purchaser
                                                                  knows of no public solicitation or advertisement of an offer
                                                                  in connection with the proposed issuance and sale of the Units.



 


		(H)	Purchaser
                                                           acknowledges that it has had the opportunity to review this Agreement
                                                           and the Company’s public filings on EDGAR with his or its own
                                                           legal counsel and investment and tax advisors. The Purchaser is relying
                                                           solely on such counsel and advisors and not on any statements or representations
                                                           of the Company or any of its representatives or agents for legal, tax
                                                           or investment advice with respect to this investment, the transactions
                                                           contemplated by this Agreement or the securities laws of any jurisdiction.



 


		(I)	Purchaser
                                                           has been given the opportunity to ask questions of, and receive answers
                                                           from, the Company concerning the investment and to obtain any additional
                                                           information that Purchaser deemed necessary.
	 	 	 



		(J)	Purchaser
                                                                  understands that the Units are being offered and sold to it
                                                                  in reliance on specific provisions of United States federal
                                                                  and state securities laws and that the Company is relying upon
                                                                  the truth and accuracy of the representations, warranties, agreements,
                                                                  acknowledgments and understandings of the Purchaser set forth
                                                                  in this Agreement in order to determine the applicability of
                                                                  such provisions.



 


		(K)	Purchaser
                                                           has been advised that (i) there are substantial limitations on Purchaser’s
                                                           ability to sell or transfer the Units and the Underlying Shares, and
                                                           (ii) it may not be possible to readily liquidate Purchaser’s
                                                           investment in the Units.



 


		(L)	Purchaser,
                                                           if a corporation, limited liability company, partnership, trust or
                                                           other form of business entity, is authorized and otherwise duly qualified
                                                           to purchase and hold Units and such entity has not been formed for
                                                           the specific purpose of acquiring Units in this Offering. If Purchaser
                                                           is one of the aforementioned entities, it hereby agrees that upon request
                                                           of the Company it will supply the Company with any additional written
                                                           documentation as the Company may deem necessary or desirable in order
                                                           to evidence the above-referenced authorization or qualifications of
                                                           such entity.



 




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		(M)	If Purchaser
                                                           is not a resident of, or domiciled in, United States, such Purchaser
                                                           also hereby makes the following representations and warranties to the
                                                           Company, in addition to the representations and warranties made by
                                                           Purchaser in Sections 2.1 (A)-(L) above:



 


		i.	Purchaser
                                                                                                   is knowledgeable of, or has
                                                                                                   been independently advised
                                                                                                   as to, the securities laws
                                                                                                   in the jurisdiction in which
                                                                                                   the Purchaser is resident or
                                                                                                   domiciled (the “International
                                                                                                   Jurisdiction”) which
                                                                                                   would apply to the acquisition
                                                                                                   of the Units;



 


		ii.	Purchaser is purchasing the Units
                                                                pursuant to exemptions from prospectus or equivalent requirements
                                                                under applicable securities laws or, if such is not applicable,
                                                                Purchaser is permitted to purchase the Units under the applicable
                                                                securities laws of the International Jurisdiction without the
                                                                need to rely on any exemptions;



 


		iii.	the
                                                                  applicable securities laws in the International Jurisdiction
                                                                  do not require the Company to make any filings or seek any approvals
                                                                  from any securities regulator in the International Jurisdiction
                                                                  in connection with the issue and sale or resale of the Units
                                                                  or the Underlying Shares;



 


		iv.	the
                                                                 purchase of the Units by Purchaser does not trigger:



 


		a.	any obligation to prepare and
                                                                  file a prospectus or similar document, or any other report with
                                                                  respect to such purchase in the International Jurisdiction;
                                                                  or



 


		b.	any continuous disclosure reporting
                                                                obligation of the Company in the International Jurisdiction; and



 


		v.	Purchaser will, if requested by
                                                                the Company, deliver to the Company a certificate or opinion of
                                                                local counsel from the International Jurisdiction which will
                                                                confirm the matters referred to in subparagraphs (ii), (iii) and
                                                                (iv) above to the reasonable satisfaction of the Company;



 


2.2           Representations
and Warranties of the Company.  The Company hereby makes the following representations and warranties to the Purchaser:


 


		(A)	The Company is a corporation
duly organized, existing and in good standing under the laws of the State of Nevada and has the corporate power to conduct the
business which it conducts and proposes to conduct.



 


		(B)	The Company
                                                           has the requisite corporate power and authority to enter into and perform
                                                           its obligations under this Agreement, the Convertible Debentures and
                                                           the Warrants (collectively, the “Transaction Documents”)
                                                           and to issue the Convertible Debentures and Warrants in accordance
                                                           with the terms hereof.  The execution and delivery of the Transaction
                                                           Documents by the Company and the consummation by the Company of the
                                                           transactions contemplated hereby and thereby, including, without limitation,
                                                           the issuance of the Convertible Debentures and the Warrants, have been
                                                           duly authorized by the board of directors of the Company.



 


		(C)	Upon
                                                               issuance, the Underlying Shares will be duly and validly issued,
                                                               fully paid and non-assessable shares of Common Stock.



 




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ARTICLE III


 


ADDITIONAL
TERMS


 


3.1            Governing
Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of New York,
without giving effect to the principles of conflicts of law of any jurisdiction, except for matters arising under the Securities
Act or the United States Securities Exchange Act of 1934, as amended, which matters shall be construed and interpreted in accordance
with such laws. Each of the parties consents to the jurisdiction of the Supreme Court of the State of New York sitting in New
York County, New York and the U.S. District Court for the Southern District of New York sitting in New York, New York in
connection with any dispute arising under this Agreement and hereby waives, to the maximum extent permitted by law, any objection,
including any objection based on forum non conveniens to the bringing of any such proceeding in such jurisdictions.


 


3.2           Waiver
of Jury Trial. THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT ANY OF THEM MAY
HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT,
THE DEBENTURE, THE WARRANT OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY
PARTY. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES’ ACCEPTANCE OF THIS AGREEMENT.


 


3.3           Entire
Agreement; Amendment. This Agreement and the other documents delivered pursuant hereto constitute the full and entire
understanding and agreement between the parties with regard to the subjects hereof and thereof, and no party shall be liable or
bound to any other party in any manner by any warranties, representations or covenants except as specifically set forth in this
Agreement or therein. Except as expressly provided in this Agreement, neither this Agreement nor any term hereof may be amended,
waived, discharged or terminated other than by a written instrument signed by the party against whom enforcement of any such amendment,
waiver, discharge or termination is sought.


 


3.4           Notices.
Any notice, demand or request required or permitted to be given by either the Company or Purchaser pursuant to the terms of
this Agreement shall be in writing and shall be deemed given when delivered personally, by commercial courier or by facsimile
(with a hard copy to follow by two-day courier addressed to the parties at the addresses of the parties set forth on the signature
page of this Agreement or such other address as a party may request by notifying the other in writing).


 


3.5           Counterparts.
This Agreement may be executed in any number of counterparts, each of which shall be enforceable against the parties actually
executing such counterparts, and all of which together shall constitute one instrument.


 


3.6           Severability.
In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal,
unenforceable or void, this Agreement shall continue in full force and effect without said provision; provided that no such severability
shall be effective if it materially changes the economic benefit of this Agreement to any party.


 


3.7           Titles
and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered
in construing or interpreting this Agreement.


 


3.8           Compliance
with Securities Laws. Nothing in this Agreement shall affect in any way Purchaser’s obligations and agreement
to comply with all applicable securities laws upon resale of the Units or the Underlying Shares.


 




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3.9            Fees
and Expenses.  Each party shall pay the fees and expenses of its advisers, counsel, accountants and other
experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and
performance of this Agreement.


 


4.0           Currency.
All references to currency in this Agreement shall be to lawful money of the United States of America unless otherwise expressly
specified


 


{SIGNATURES
APPEARS ON FOLLOWING PAGE}


 




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SIGNATURE
PAGE


 


CARDIOGENICS
HOLDINGS INC.


CONVERTIBLE
DEBENTURE UNIT PURCHASE AGREEMENT DATED _________________________


 


THE
UNDERSIGNED PURCHASER ACKNOWLEDGES THAT THIS AGREEMENT SHALL NOT BE EFFECTIVE UNLESS ACCEPTED BY THE COMPANY AS INDICATED BELOW.


 


	IF
    PURCHASER IS AN INDIVIDUAL, PLEASE COMPLETE THE INFORMATION BELOW AND SIGN WHERE INDICATED.
	UNITS
        TO BE PURCHASED:

         

         

         
	PURCHASE PRICE:

         

         

	PURCHASER’S
        NAME (print or type name):

         

         
	PURCHASER’S
        ADDRESS (print or type address):

         

         

	PURCHASER’S
        SIGNATURE:

         

         
	 


 


	IF
    PURCHASER IS A CORPORATION, LIMITED LIABILITY COMPANY, PARTNERSHIP OR OTHER ENTITY PLEASE COMPLETE THE INFORMATION BELOW AND
    SIGN WHERE INDICATED.
	UNITS
        TO BE PURCHASED:

         
	PURCHASE
    PRICE:
	PURCHASER’S
        NAME (print or type entity name):

         

         
	PURCHASER’S
    ADDRESS, FAX # & E-MAIL (print or type):
	PURCHASER’S
        SIGNATURE (authorized signatory):

         

         
	PRINT
        NAME & TITLE OF AUTHORIZED SIGNATORY

         

        Name:__________________________________________

        Title:
____________________________________________

         



 


	THIS
    CONVERTIBLE DEBENTURE UNIT PURCHASE AGREEMENT IS ACCEPTED BY THE COMPANY ON THE ___________________ (___) DAY OF ______________________,
    201__
	CARDIOGENICS
    HOLDINGS INC.	ADDRESS:
	 	 
	By:
                                                          	6295
    Northam Drive, Unit 8
	Name:
    Yahia Gawad	Mississauga,
    Ontario L4V 1W8 Canada
	Title:
    Chief Executive Officer	Tel:
    905.673.8501
	 	Fax:
    905.673.9865
	 	E-Mail:
    ygawad@cardiogenics.com
	 	 


 




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 EXHIBIT
A


 





SERIES
A CONVERTIBLE DEBENTURE


 




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NEITHER
THIS DEBENTURE NOR THE SECURITIES INTO WHICH THIS DEBENTURE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE
COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR
SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM,
OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS.


 


CARDIOGENICS
HOLDINGS INC.


 


Series
A Convertible Debenture


 


Principal Amount:


Debenture
Issuance Date:


Debenture
Number:


 


FOR
VALUE RECEIVED, CARDIOGENICS HOLDINGS INC., a Nevada corporation (the "Company"), hereby promises to pay
to the order of ____________________, who resides at ___________________________________________________________, or his registered
assigns (the "Holder") the amount set out above as the Principal Amount (as reduced pursuant to the terms hereof
pursuant to redemption, conversion or otherwise, the "Principal") when due, whether upon the Maturity Date (as
defined below), acceleration, redemption or otherwise (in each case in accordance with the terms hereof) and to pay interest ("Interest")
on any outstanding Principal at the applicable Interest Rate from the date set out above as the Debenture Issuance Date (the "Issuance
Date") until the same becomes due and payable, whether upon an Interest Date (as defined below), the Maturity Date or
acceleration, conversion, redemption or otherwise (in each case in accordance with the terms hereof). This Series A Convertible
Debenture (including all debentures issued in exchange, transfer or replacement hereof, this "Debenture") is
issued pursuant to the Convertible Debenture Unit Purchase Agreement dated __________________ between the Holder and the Company
(the “Debenture Purchase Agreement”). Certain capitalized terms used herein are defined in Section 18.


 


(1)          GENERAL
TERMS


 


(a)          Payment
of Principal. On the Maturity Date, the Company shall pay to the Holder an amount in cash representing all outstanding Principal,
accrued and unpaid Interest.  The "Maturity Date" shall be ___________, 201__, as may be extended at the option
of the Holder (i) in the event that, and for so long as, an Event of Default (as defined below) shall have occurred and be continuing
on the Maturity Date (as may be extended pursuant to this Section 1) or any event shall have occurred and be continuing on the
Maturity Date (as may be extended pursuant to this Section 1) that with the passage of time and the failure to cure would result
in an Event of Default. Other than as specifically permitted by this Debenture, the Company may not prepay or redeem any portion
of the outstanding Principal without the prior written consent of the Holder.


 






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(b)          Interest.
Interest shall accrue on the outstanding principal balance hereof at an annual rate equal to ten percent (10%) (“Interest
Rate”). Interest shall be calculated on the basis of a 365-day year and the actual number of days elapsed, to the extent
permitted by applicable law. Interest hereunder shall be paid on the Maturity Date (or sooner as provided herein) to the Holder
or its assignee in whose name this Debenture is registered on the records of the Company regarding registration and transfers
of Debentures in cash, or, provided that the Equity Conditions are then satisfied, and with the consent of the Holder, converted
into Common Stock at the Conversion Price on the Trading Day it is paid.


 


(2)          EVENTS
OF DEFAULT. 


 


(a)           An
“Event of Default”, wherever used herein, means any one of the following events (whatever the reason and whether
it shall be voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any court,
or any order, rule or regulation of any administrative or governmental body):


 


(i)          the
Company's failure to pay to the Holder any amount of Principal, Interest, or other amounts when and as due under this Debenture
(including, without limitation, the Company's failure to pay any redemption payments or amounts hereunder);


 


(ii)         The
Company or any subsidiary of the Company shall commence, or there shall be commenced against the Company or any subsidiary of
the Company under any applicable bankruptcy or insolvency laws as now or hereafter in effect or any successor thereto, or the
Company or any subsidiary of the Company commences any other proceeding under any reorganization, arrangement, adjustment of debt,
relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction whether now or hereafter in effect
relating to the Company or any subsidiary of the Company or there is commenced against the Company or any subsidiary of the Company
any such bankruptcy, insolvency or other proceeding which remains undismissed for a period of 61 days; or the Company or any subsidiary
of the Company is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding
is entered; or the Company or any subsidiary of the Company suffers any appointment of any custodian, private or court appointed
receiver or the like for it or any substantial part of its property which continues undischarged or unstayed for a period of sixty
one (61) days; or the Company or any subsidiary of the Company makes a general assignment for the benefit of creditors; or the
Company or any subsidiary of the Company shall fail to pay, or shall state that it is unable to pay, or shall be unable to pay,
its debts generally as they become due; or the Company or any subsidiary of the Company shall call a meeting of its creditors
with a view to arranging a composition, adjustment or restructuring of its debts; or the Company or any subsidiary of the Company
shall by any act or failure to act expressly indicate its consent to, approval of or acquiescence in any of the foregoing; or
any corporate or other action is taken by the Company or any subsidiary of the Company for the purpose of effecting any of the
foregoing;


 




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(iii)        The
Common Stock shall cease to be quoted or listed for trading or fail to maintain a trading market on any Primary Market, for a
period of thirty (30) consecutive Trading Days;


 


(iv)        The
Company or any subsidiary of the Company shall be a party to any Change of Control Transaction (as defined in Section 6) unless
in connection with such Change of Control Transaction this Debenture is retired;


 


(v)         the
Company's (A) failure to cure a Conversion Failure by delivery of the required number of shares of Common Stock within five (5)
Business Days after the applicable Conversion Failure or (B) notice, written or oral, to any holder of the Debentures, including
by way of public announcement, at any time, of its intention not to comply with a request for conversion of any Debentures into
shares of Common Stock that is tendered in accordance with the provisions of the Debentures, other than pursuant to Section 4(c);


 


(vi)        The
Company shall fail for any reason to deliver the payment in cash pursuant to a Buy-In (as defined herein) within three (3) Business
Days after such payment is due;


 


(vii)       The
Company shall fail to observe or perform any other covenant, agreement or warranty contained in, or otherwise commit any breach
or default of any provision of this Debenture (except as may be covered by Section 2(a)(i) through 2(a)(vii) hereof) or the Debenture
Purchase Agreement which is not cured within the time prescribed.


 


(b)          During
the time that any portion of this Debenture is outstanding, if any Event of Default has occurred, the full unpaid Principal amount
of this Debenture, together with interest and other amounts owing in respect thereof, to the date of acceleration shall become
at the Holder's election, immediately due and payable in cash. Furthermore, in addition to any other remedies, the Holder shall
have the right (but not the obligation) to convert this Debenture at any time after (x) an Event of Default or (y) the Maturity
Date at the Conversion Price. The Holder need not provide and the Company hereby waives any presentment, demand, protest or other
notice of any kind, (other than required notice of conversion) and the Holder may immediately and without expiration of any grace
period enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Such
declaration may be rescinded and annulled by Holder at any time prior to payment hereunder. No such rescission or annulment shall
affect any subsequent Event of Default or impair any right consequent thereon.


 


(3)           COMPANY
REDEMPTION. The Company at its option shall have the right to redeem (“Optional Redemption”) a portion
or all amounts outstanding under this Debenture, in multiples of $1,000.00 prior to the Maturity Date. In order to make an Optional
Redemption pursuant to this Section, the Company shall provide written notice to the Holder of its intention to make a redemption,
which notice shall (a) set forth the amount of Principal it desires to redeem; (b) set forth the effective date of such Optional
Redemption (the “Redemption Date”); and (c) be given at least seven (7) days prior to the Redemption Date (the
“Redemption Notice”). On the Redemption Date, the Company shall pay to Holder an amount equal to the amount
of Principal being redeemed, plus all accrued and unpaid Interest through and including the Redemption Date (collectively referred
to as the “Redemption Amount”).


 




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(4)           CONVERSION
OF DEBENTURE.   This Debenture shall be convertible into shares of the Company's Common Stock, on the terms and conditions
set forth in this Section 4.


 


(a)         Conversion
Right. Subject to the provisions of Section 4(c), at any time or times on or after the Issuance Date, the Holder shall be
entitled to convert any portion of the outstanding and unpaid Conversion Amount (as defined below) into fully paid and nonassessable
shares of Common Stock in accordance with Section 4(b), at the Conversion Rate (as defined below). The number of shares of Common
Stock issuable upon conversion of any Conversion Amount pursuant to this Section 4(a) shall be determined by dividing (x) such
Conversion Amount by (y) the Conversion Price (the "Conversion Rate"). The Company shall not issue any fraction
of a share of Common Stock upon any conversion. If the issuance would result in the issuance of a fraction of a share of Common
Stock, the Company shall round such fraction of a share of Common Stock up to the nearest whole share. The Company shall pay any
and all transfer, stamp and similar taxes that may be payable with respect to the issuance and delivery of Common Stock upon conversion
of any Conversion Amount.


 


(i)          "Conversion
Amount" means the portion of the Principal and accrued Interest to be converted, redeemed or otherwise with respect to
which this determination is being made.


 


(ii)         "Conversion
Price" means, as of any Conversion Date (as defined below) or other date of determination, $0.25. The Conversion Price
shall be adjusted from time to time pursuant to the other terms and conditions of this Debenture.


 


(b)          Mechanics
of Conversion.


 


(i)          Optional
Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a "Conversion Date"),
the Holder shall (A) transmit by facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York Time, on such
date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the "Conversion Notice")
to the Company and (B) if required by Section 4(b)(iv), surrender this Debenture to a nationally recognized overnight delivery
service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to
this Debenture in the case of its loss, theft or destruction). On or before the third Business Day following the date of receipt
of a Conversion Notice (the "Share Delivery Date"), the Company shall (X) if legends are not required to be placed
on certificates of Common Stock and provided that the Transfer Agent is participating in the Depository Trust Company's ("DTC")
Fast Automated Securities Transfer Program (the “FAST Program”), credit such aggregate number of shares of
Common Stock to which the Holder shall be entitled to the Holder's or its designee's balance account with DTC through its Deposit
Withdrawal Agent Commission system or (Y) if the Transfer Agent is not participating in the DTC FAST Program, issue and deliver
to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for
the number of shares of Common Stock to which the Holder shall be entitled which certificates shall not bear any restrictive legends
unless required pursuant to rules and regulations of the Commission. Before any issuances of shares of Common Stock may be made
in connection with any conversion (x) under the DTC FAST Program or (y) pursuant to a Conversion Notice requesting that a certificate
be issued without a restrictive legend, the Company may, in its sole discretion, require an opinion of counsel for the Holder
that such transfer is exempt from the registration requirements of the Securities Act. If the Company determines that a restrictive
legend is required in connection with any issuance of Common Stock pursuant to a Conversion Notice, the following legend shall
appear on such certificate(s):


 




    	13



    	 



    

 


			THE SECURITIES
                                                           REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
                                                           SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),
                                                           OR STATE SECURITIES LAWS, AND NO TRANSFER OF THESE SECURITIES MAY BE
                                                           MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
                                                           THE SECURITIES ACT OR (B) PURSUANT TO AN AVAILABLE EXEMPTION FROM,
                                                           OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF
                                                           THE SECURITIES ACT, WITH RESPECT TO WHICH THE COMPANY MAY REQUIRE AN
                                                           OPINION OF COUNSEL FOR THE HOLDER THAT SUCH TRANSFER IS EXEMPT FROM
                                                           THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.



 


If
this Debenture is physically surrendered for conversion and the outstanding Principal of this Debenture is greater than the Principal
portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than three
(3) Business Days after receipt of this Debenture and at its own expense, issue and deliver to the holder a new Debenture representing
the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a
conversion of this Debenture shall be treated for all purposes as the record holder or holders of such shares of Common Stock
upon the transmission of a Conversion Notice.


 


(ii)         Company's
Failure to Timely Convert. If within three (3) Trading Days after the Company's receipt of the facsimile copy of a Conversion
Notice the Company shall fail to issue and deliver a certificate to the Holder or credit the Holder's balance account with DTC
for the number of shares of Common Stock to which the Holder is entitled upon such holder's conversion of any Conversion Amount
(a "Conversion Failure"), and if on or after such Trading Day the Holder purchases (in an open market transaction
or otherwise) Common Stock to deliver in satisfaction of a sale by the Holder of Common Stock issuable upon such conversion that
the Holder anticipated receiving from the Company (a "Buy-In"), then the Company shall, within three (3) Business
Days after the Holder's request and in the Holder's discretion, either (i) pay cash to the Holder in an amount equal to the Holder's
total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the "Buy-In
Price"), at which point the Company's obligation to deliver such certificate (and to issue such Common Stock)
shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such
Common Stock and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A)
such number of shares of Common Stock, times (B) the Closing Bid Price on the Conversion Date.


 




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(iii)        Book-Entry.
Notwithstanding anything to the contrary set forth herein, upon conversion of any portion of this Debenture in accordance with
the terms hereof, the Holder shall not be required to physically surrender this Debenture to the Company unless (A) the full Conversion
Amount represented by this Debenture is being converted or (B) the Holder has provided the Company with prior written notice (which
notice may be included in a Conversion Notice) requesting reissuance of this Debenture upon physical surrender of this Debenture.
The Holder and the Company shall maintain records showing the Principal and Interest converted and the dates of such conversions
or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender
of this Debenture upon conversion.


 


(c)           Limitations
on Conversions.


 


(i)          Beneficial
Ownership. The Company shall not effect any conversions of this Debenture and the Holder shall not have the right to convert
any portion of this Debenture or receive shares of Common Stock as payment of interest hereunder to the extent that after giving
effect to such conversion or receipt of such interest payment, the Holder, together with any affiliate thereof, would beneficially
own (as determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder) in excess of 4.99%
(or 9.99% if the Holder already owns, as of the Conversion Date, 4.99%) of the number of shares of Common Stock outstanding immediately
after giving effect to such conversion or receipt of shares as payment of interest. Since the Holder will not be obligated to
report to the Company the number of shares of Common Stock it may hold at the time of a conversion hereunder, unless the conversion
at issue would result in the issuance of shares of Common Stock in excess of 4.99% of the then outstanding shares of Common Stock
without regard to any other shares which may be beneficially owned by the Holder or an affiliate thereof, the Holder shall have
the authority and obligation to determine whether the restriction contained in this Section will limit any particular conversion
hereunder and to the extent that the Holder determines that the limitation contained in this Section applies, the determination
of which portion of the principal amount of this Debenture is convertible shall be the responsibility and obligation of the Holder.
If the Holder has delivered a Conversion Notice for a principal amount of this Debenture that, without regard to any other shares
that the Holder or its affiliates may beneficially own, would result in the issuance in excess of the permitted amount hereunder,
the Company shall notify the Holder of this fact and shall honor the conversion for the maximum principal amount permitted to
be converted on such Conversion Date in accordance with Section 4(a) and, any principal amount tendered for conversion in excess
of the permitted amount hereunder shall remain outstanding under this Debenture. The provisions of this Section may be waived
by a Holder (but only as to itself and not to any other Holder) upon not less than 65 days prior notice to the Company. Other
Holders shall be unaffected by any such waiver.


 


(d)          Other
Provisions.


 


(i)          The
Company shall at all times reserve and keep available out of its authorized Common Stock the full number of shares of Common Stock
issuable upon conversion of all outstanding amounts under this Debenture; and within three (3) Business Days following the receipt
by the Company of a Holder's notice that such minimum number of Underlying Shares is not so reserved, the Company shall promptly
take the appropriate actions to reserve a sufficient number of shares of Common Stock to comply with such requirement.


 




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(ii)         All
calculations under this Section 4 shall be rounded to the nearest $0.0001 or whole share.


 


(iii)        The
Company covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock
solely for the purpose of issuance upon conversion of this Debenture and payment of interest on this Debenture, each as herein
provided, free from preemptive rights or any other actual contingent purchase rights of persons other than the Holder, not less
than such number of shares of the Common Stock as shall be issuable (taking into account the adjustments and restrictions set
forth herein) upon the conversion of the outstanding principal amount of this Debenture and payment of interest hereunder. The
Company covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly and validly authorized,
issued and fully paid and nonassessable.


 


(iv)        Nothing
herein shall limit a Holder's right to pursue actual damages or declare an Event of Default pursuant to Section 2 herein for the
Company 's failure to deliver certificates representing shares of Common Stock upon conversion within the period specified herein
and such Holder shall have the right to pursue all remedies available to it at law or in equity including, without limitation,
a decree of specific performance and/or injunctive relief, in each case without the need to post a bond or provide other security.
The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof
or under applicable law.


 


(5)          ADJUSTMENTS
TO CONVERSION PRICE


 


(a) Adjustment
of Conversion Price upon Subdivision or Combination of Common Stock. If the Company, at any time while this Debenture is outstanding,
shall (a) pay a stock dividend or otherwise make a distribution or distributions on shares of its Common Stock or any other
equity or equity equivalent securities payable in shares of Common Stock, (b) subdivide outstanding shares of Common Stock into
a larger number of shares, (c) combine (including by way of reverse stock split) outstanding shares of Common Stock into a smaller
number of shares, or (d) issue by reclassification of shares of the Common Stock any shares of capital stock of the Company, then
the Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding
treasury shares, if any) outstanding before such event and of which the denominator shall be the number of shares of Common Stock
outstanding after such event. Any adjustment made pursuant to this Section shall become effective immediately after the record
date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately
after the effective date in the case of a subdivision, combination or re-classification.


 


(b) Purchase
Rights. If at any time the Company grants, issues or sells any Options, Convertible Securities or rights to purchase stock,
warrants, securities or other property pro rata to the record holders of any class of Common Stock (the "Purchase Rights"),
then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights
which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete conversion
of this Debenture (without taking into account any limitations or restrictions on the convertibility of this Debenture) immediately
before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken,
the date as of which the record holders of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights.


 




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(c) Other
Events. If any event occurs of the type contemplated by the provisions of this Section 5 but not expressly provided for by
such provisions (including, without limitation, the granting of stock appreciation rights, phantom stock rights or other rights
with equity features), then the Company's Board of Directors will make an appropriate adjustment in the Conversion Price so as
to protect the rights of the Holder under this Debenture; provided that no such adjustment will increase the Conversion Price
as otherwise determined pursuant to this Section 5.


 


(d) Other
Corporate Events. In addition to and not in substitution for any other rights hereunder, prior to the consummation of any
Fundamental Transaction pursuant to which holders of shares of Common Stock are entitled to receive securities or other assets
with respect to or in exchange for shares of Common Stock (a "Corporate Event"), the Company shall make appropriate
provision to insure that the Holder will thereafter have the right to receive upon a conversion of this Debenture, at the Holder's
option, (i) in addition to the shares of Common Stock receivable upon such conversion, such securities or other assets to which
the Holder would have been entitled with respect to such shares of Common Stock had such shares of Common Stock been held by the
Holder upon the consummation of such Corporate Event (without taking into account any limitations or restrictions on the convertibility
of this Debenture) or (ii) in lieu of the shares of Common Stock otherwise receivable upon such conversion, such securities or
other assets received by the holders of shares of Common Stock in connection with the consummation of such Corporate Event in
such amounts as the Holder would have been entitled to receive had this Debenture initially been issued with conversion rights
for the form of such consideration (as opposed to shares of Common Stock) at a conversion rate for such consideration commensurate
with the Conversion Rate. Provision made pursuant to the preceding sentence shall be in a form and substance satisfactory to the
Required Holders. The provisions of this Section shall apply similarly and equally to successive Corporate Events and shall be
applied without regard to any limitations on the conversion or redemption of this Debenture.


 


(e) Whenever
the Conversion Price is adjusted pursuant to Section 5 hereof, the Company shall promptly mail to the Holder a notice setting
forth the Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment.


 




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(f) In
case of any (1) merger or consolidation of the Company or any subsidiary of the Company with or into another Person, or (2) sale
by the Company or any subsidiary of the Company of more than one-half of the assets of the Company in one or a series of related
transactions, a Holder shall have the right to (A) exercise any rights under Section 2(b), (B) convert the aggregate amount of
this Debenture then outstanding into the shares of stock and other securities, cash and property receivable upon or deemed to
be held by holders of Common Stock following such merger, consolidation or sale, and such Holder shall be entitled upon such event
or series of related events to receive such amount of securities, cash and property as the shares of Common Stock into which such
aggregate principal amount of this Debenture could have been converted immediately prior to such merger, consolidation or sales
would have been entitled, or (C) in the case of a merger or consolidation, require the surviving entity to issue to the Holder
a convertible Debenture with a principal amount equal to the aggregate principal amount of this Debenture then held by such Holder,
plus all accrued and unpaid interest and other amounts owing thereon, which such newly issued convertible Debenture shall have
terms identical (including with respect to conversion) to the terms of this Debenture, and shall be entitled to all of the rights
and privileges of the Holder of this Debenture set forth herein and the agreements pursuant to which this Debentures were issued.
In the case of clause (C), the conversion price applicable for the newly issued shares of convertible preferred stock or convertible
Debentures shall be based upon the amount of securities, cash and property that each share of Common Stock would receive in such
transaction and the Conversion Price in effect immediately prior to the effectiveness or closing date for such transaction. The
terms of any such merger, sale or consolidation shall include such terms so as to continue to give the Holder the right to receive
the securities, cash and property set forth in this Section upon any conversion or redemption following such event. This provision
shall similarly apply to successive such events.


 


(6)          REISSUANCE
OF THIS DEBENTURE.


 


(a)          Transfer.
If this Debenture is to be transferred, the Holder shall surrender this Debenture to the Company, whereupon the Company will forthwith
issue and deliver upon the order of the Holder a new Debenture (in accordance with Section 6(d)), registered in the name of the
registered transferee or assignee, representing the outstanding Principal being transferred by the Holder and, if less then the
entire outstanding Principal is being transferred, a new Debenture (in accordance with Section 6(d)) to the Holder representing
the outstanding Principal not being transferred. The Holder and any assignee, by acceptance of this Debenture, acknowledge and
agree that, by reason of the provisions of Section 4(b)(iii) following conversion or redemption of any portion of this Debenture,
the outstanding Principal represented by this Debenture may be less than the Principal stated on the face of this Debenture.


 


(b)          Lost,
Stolen or Mutilated Debenture. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss,
theft, destruction or mutilation of this Debenture, and, in the case of loss, theft or destruction, of any indemnification undertaking
by the Holder to the Company in customary form and, in the case of mutilation, upon surrender and cancellation of this Debenture,
the Company shall execute and deliver to the Holder a new Debenture (in accordance with Section 6(d)) representing the outstanding
Principal.


 


(c)          Debenture
Exchangeable for Different Denominations. This Debenture is exchangeable, upon the surrender hereof by the Holder at the principal
office of the Company, for a new Debenture or Debentures (in accordance with Section 6(d)) representing in the aggregate the outstanding
Principal of this Debenture, and each such new Debenture will represent such portion of such outstanding Principal as is designated
by the Holder at the time of such surrender.


 




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(d)          Issuance
of New Debentures. Whenever the Company is required to issue a new Debenture pursuant to the terms of this Debenture, such
new Debenture (i) shall be of like tenor with this Debenture, (ii) shall represent, as indicated on the face of such new Debenture,
the Principal remaining outstanding (or in the case of a new Debenture being issued pursuant to Section 6(a) or Section 6(c),
the Principal designated by the Holder which, when added to the principal represented by the other new Debentures issued in connection
with such issuance, does not exceed the Principal remaining outstanding under this Debenture immediately prior to such issuance
of new Debentures), (iii) shall have an issuance date, as indicated on the face of such new Debenture, which is the same as the
Issuance Date of this Debenture, (iv) shall have the same rights and conditions as this Debenture, and (v) shall represent accrued
and unpaid Interest from the Issuance Date.


 


(7)          NOTICES.       Any
notices, consents, waivers or other communications required or permitted to be given under the terms hereof must be in writing
and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile
(provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); or
(iii) one (1) Trading Day after deposit with a nationally recognized overnight delivery service, in each case properly addressed
to the party to receive the same. The addresses and facsimile numbers for such communications shall be:


 


	If to the Company, to:	CardioGenics Holdings Inc.
	 	6295 Northam Drive, Unit 8
	 	Mississauga, Ontario L4V 1W8
	 	Attention: Chief Executive Officer
	 	Telephone: 1.905.673.8501
	 	Facsimile: 1.905.673.9865
	 	 
	If to the Holder:	_________________________
	 	_________________________
	 	_________________________
	 	Telephone: _______________
	 	Facsimile: ________________


 


or
at such other address and/or facsimile number and/or to the attention of such other person as the recipient party has specified
by written notice given to each other party three (3) Business Days prior to the effectiveness of such change. Written confirmation
of receipt (i) given by the recipient of such notice, consent, waiver or other communication, (ii) mechanically or electronically
generated by the sender's facsimile machine containing the time, date, recipient facsimile number and an image of the first page
of such transmission or (iii) provided by a nationally recognized overnight delivery service, shall be rebuttable evidence of
personal service, receipt by facsimile or receipt from a nationally recognized overnight delivery service in accordance with clause
(i), (ii) or (iii) above, respectively.


 




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(8)         Except
as expressly provided herein, no provision of this Debenture shall alter or impair the obligations of the Company, which are absolute
and unconditional, to pay the principal of, interest and other charges (if any) on, this Debenture at the time, place, and rate,
and in the coin or currency, herein prescribed. This Debenture is a direct obligation of the Company. As long as this Debenture
is outstanding, the Company shall not and shall cause their subsidiaries not to, without the consent of the Holder, (i) amend
its certificate of incorporation, bylaws or other charter documents so as to adversely affect any rights of the Holder; (ii) repay,
repurchase or offer to repay, repurchase or otherwise acquire shares of its Common Stock or other equity securities; or (iii)
enter into any agreement with respect to any of the foregoing.


 


(9)         NO
STOCKHOLDER RIGHTS. This Debenture shall not entitle the Holder to any of the rights of a stockholder of the Company,
including without limitation, the right to vote, to receive dividends and other distributions, or to receive any notice of, or
to attend, meetings of stockholders or any other proceedings of the Company, unless and to the extent converted into shares of
Common Stock in accordance with the terms hereof.


 


(10)        GOVERNING
LAW; VENUE. This Debenture shall be governed by and construed in accordance with the laws of the State of New York, without
giving effect to the principles of conflicts of law of any jurisdiction. Each of the parties consents to the jurisdiction of the
Supreme Court of the State of New York sitting in New York County, New York and the U.S. District Court for the Southern
District of New York sitting in New York, New York in connection with any dispute arising under this Debenture and hereby waives,
to the maximum extent permitted by law, any objection, including any objection based on forum non conveniens to the bringing of
any such proceeding in such jurisdictions.


 


(11)        WAIVER
OF JURY TRIAL. THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT ANY OF THEM MAY HAVE TO A TRIAL
BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS DEBENTURE OR ANY COURSE
OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY. THIS PROVISION IS A MATERIAL INDUCEMENT
FOR THE PARTIES’ ACCEPTANCE OF THIS DEBENTURE.


 


(12)        FESS
AND EXPENSES. If the Company fails to strictly comply with the terms of this Debenture, then the Company shall reimburse
the Holder promptly for all fees, costs and expenses, including, without limitation, attorneys’ fees and expenses incurred
by the Holder in any action in connection with this Debenture, including, without limitation, those incurred: (i) during any workout,
attempted workout, and/or in connection with the rendering of legal advice as to the Holder’s rights, remedies and obligations,
(ii) collecting any sums which become due to the Holder, (iii) defending or prosecuting any proceeding or any counterclaim to
any proceeding or appeal; or (iv) the protection, preservation or enforcement of any rights or remedies of the Holder.


 


(13)        WAIVER.
Any waiver by the Holder of a breach of any provision of this Debenture shall not operate as or be construed to be a waiver
of any other breach of such provision or of any breach of any other provision of this Debenture. The failure of the Holder to
insist upon strict adherence to any term of this Debenture on one or more occasions shall not be considered a waiver or deprive
that party of the right thereafter to insist upon strict adherence to that term or any other term of this Debenture. Any waiver
must be in writing.


 




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(14)        SEVERABILITY.
If any provision of this Debenture is invalid, illegal or unenforceable, the balance of this Debenture shall remain in effect,
and if any provision is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons
and circumstances. If it shall be found that any interest or other amount deemed interest due hereunder shall violate applicable
laws governing usury, the applicable rate of interest due hereunder shall automatically be lowered to equal the maximum permitted
rate of interest. The Company covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon,
plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law or other law which
would prohibit or forgive the Company from paying all or any portion of the principal of or interest on this Debenture as contemplated
herein, wherever enacted, now or at any time hereafter in force, or which may affect the covenants or the performance of this
indenture, and the Company (to the extent it may lawfully do so) hereby expressly waives all benefits or advantages of any such
law, and covenants that it will not, by resort to any such law, hinder, delay or impede the execution of any power herein granted
to the Holder, but will suffer and permit the execution of every such as though no such law has been enacted.


 


(15)        PAYMENT
DUE DATE. Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day, such payment
shall be made on the next succeeding Business Day.


 


(16)        CURRENCY.
All references to currency in this Debenture shall be to lawful money of the United States of America unless otherwise expressly
specified.


 


(17)        CERTAIN
DEFINITIONS. For purposes of this Debenture, the following terms shall have the following meanings:


 


(a)          "Bloomberg"
means Bloomberg Financial Markets.


 


(b)          “Business
Day” means any day except Saturday, Sunday and any day which shall be a federal legal holiday in the United States
or a day on which banking institutions are authorized or required by law or other government action to close.


 


(c)          “Change
of Control Transaction” means the occurrence of (a) an acquisition after the date hereof by an individual or legal
entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective control (whether
through legal or beneficial ownership of capital stock of the Company, by contract or otherwise) of in excess of fifty percent
(50%) of the voting securities of the Company (except that the acquisition of voting securities by the Holder or any other current
holder of convertible securities of the Company shall not constitute a Change of Control Transaction for purposes hereof), (b)
a replacement at one time or over time of more than one-half of the members of the board of directors of the Company which is
not approved by a majority of those individuals who are members of the board of directors on the date hereof (or by those individuals
who are serving as members of the board of directors on any date whose nomination to the board of directors was approved by a
majority of the members of the board of directors who are members on the date hereof), (c) the merger, consolidation or sale of
fifty percent (50%) or more of the assets of the Company or any subsidiary of the Company in one or a series of related transactions
with or into another entity, or (d) the execution by the Company of an agreement to which the Company is a party or by which it
is bound, providing for any of the events set forth above in (a), (b) or (c).


 




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(d)          “Closing
Bid Price” means the price per share in the last reported trade of the Common Stock on a Primary Market or on the
exchange which the Common Stock is then listed as quoted by Bloomberg.


 


(e)          “Convertible
Securities” means any stock or securities (other than Options) directly or indirectly convertible into or exercisable
or exchangeable for Common Stock.


 


(f)          “Commission”
means the Securities and Exchange Commission.


 


(g)          “Common
Stock” means the common stock, par value $0.001, of the Company and stock of any other class into which such shares
may hereafter be changed or reclassified.


 


(h)          “Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 


(i)          
“Fundamental Transaction” means any of the following: (1) the Company effects any merger
or consolidation of the Company with or into another Person and the Company is the non-surviving company (other than a merger
or consolidation with a wholly owned subsidiary of the Company for the purpose of redomiciling the Company), (2) the Company effects
any sale of all or substantially all of its assets in one or a series of related transactions, (3) any tender offer or exchange
offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender
or exchange their shares for other securities, cash or property, or (4) the Company effects any reclassification of the Common
Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other
securities, cash or property


 


(j)          
“Options” means any rights, warrants or options to subscribe for or purchase shares of Common Stock
or Convertible Securities.


 


(k)          
“Person” means a corporation, an association, a partnership, organization, a business, an individual,
a government or political subdivision thereof or a governmental agency.


 


(l)          “Primary
Market” means any of (a) the NYSE Amex (b) the New York Stock Exchange, (c) the Nasdaq Stock Market, (d) the Nasdaq
Capital Market, (e) Pink OTC Markets, Inc. (including any of the OTCQX, OTC Bulletin Board, and the Pink Sheets) or (f) any successor
to any of the foregoing markets or exchanges.


 




    	22



    	 



    

 


(m)          “Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


(n)          
“Trading Day” means a day on which the shares of Common Stock are quoted or traded on a Primary Market
on which the shares of Common Stock are then quoted or listed; provided, that in the event that the shares of Common Stock are
not listed or quoted, then Trading Day shall mean a Business Day.


 


(o)          
“Underlying Shares” means the shares of Common Stock issuable upon conversion of this Debenture or as
payment of interest in accordance with the terms hereof.


 


{SIGNATURE
PAGE FOLLOWS}


 


 


 


 




    	23



    	 



    

 


IN
WITNESS WHEREOF, the Company has caused this Series A Convertible Debenture to be duly executed by a duly authorized officer
as of the date set forth above.


 


	 	COMPANY:
	 	CARDIOGENICS HOLDINGS INC.
	 	 
	 	By:	 
	 	Name: Yahia Gawad
	 	Title:   Chief Executive Officer
	 	 


  




    	 



    	 



    

 


EXHIBIT
I

CONVERSION NOTICE


 


(To be
executed by the Holder in order to Convert the Debenture)


 


	TO: 


 


The
undersigned hereby irrevocably elects to convert $                             
of the principal amount of Debenture No. _____ into Shares of Common Stock of CARDIOGENICS HOLDINGS INC., according
to the conditions stated therein, as of the Conversion Date written below.


 


	Conversion Date:	 	 
	Conversion Amount to be
    converted:	$	 
	Conversion Price:	$	 
	Number of shares of Common
    Stock to be issued:	 	 


 


Please issue the shares of Common
Stock in the following name and to the following address: 


Issue to:


 


	Authorized Signature:	 
	Name:	 
	Title:	 
	Broker DTC Participant Code:	 
	Account Number:	 


 




    	25



    	 



    

 


EXHIBIT
B


 


WARRANT


 




    	26



    	 



    

 


NEITHER
THIS WARRANT NOR THE SECURITIES INTO WHICH THIS WARRANT IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION
OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD
EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR
IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES
LAWS.


 


CARDIOGENICS
HOLDINGS INC.


 


WARRANT TO
PURCHASE COMMON STOCK


 


	Warrant No.:	Number of Shares Issuable:
	Date of Issuance:	 


 


CARDIOGENICS
HOLDINGS INC., a Nevada corporation (the "Company"), hereby certifies that, for good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, _________________, the registered holder hereof or his permitted
assigns, is entitled, subject to the terms set forth below, to purchase from the Company upon surrender of this Warrant, at any
time or times on or after the date hereof, but not after 5:00 P.M. Eastern Standard Time on the Expiration Date (as defined herein)
______________________________ (_______) fully paid nonassessable shares of Common Stock (as defined herein) of the Company
(the "Warrant Shares") at the Warrant Exercise Price per share provided in Section l(a) below;


 


Section
1. 


 


(a)
         Definitions. The following words and terms as used in this Warrant
shall have the following meanings:


 


(i)
         "Common Stock" means (i) the Company's common stock,
par value $0.00001 per share, and (ii) any capital stock into which such Common Stock shall have been changed or any capital stock
resulting from a reclassification of such Common Stock.


 


(ii)         “Exercise
Notice” means the written notice, in the form attached as Exhibit A hereto, of the holder's election to exercise
this Warrant, which notice shall be signed by the holder and specify the number of Warrant Shares to be purchased, along with
the other information required in the notice.


 


(iii)
         "Expiration Date" means ____________, or, if such
date falls on a Saturday, Sunday or other day on which banks are required or authorized to be closed in the City of New York or
the State of New York (a "Holiday"), the next preceding date that is not a Holiday.


 




    	27



    	 



    

 


(iv)
         "Person" means an individual, a limited liability
company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization and a government or any department
or agency thereof.


 


(v)
         "Securities Act" means the Securities Act of 1933,
as amended.


 


(vi)
        "Warrant" shall mean this Warrant No. __________,
dated __________, and all warrants issued in exchange, transfer or replacement of any thereof.


 


(vi)
         "Warrant Exercise Price" shall be equal to $0.25
per share of Common Stock, subject to adjustment as hereinafter provided.


 


(b)
          Other Definitional Provisions.


 


(i)
         Except as otherwise specified herein, all references herein (A) to the Company
shall be deemed to include the Company's successors and (B) to any applicable law defined or referred to herein, shall be deemed
references to such applicable law as the same may have been or may be amended or supplemented from time to time.


 


(ii)
         When used in this Warrant, the words "herein," "hereof,"
and "hereunder," and words of similar import, shall refer to this Warrant as a whole and not to any provision
of this Warrant, and the words "Section," "Schedule," and "Exhibit" shall refer to Sections
of, and Schedules and Exhibits to, this Warrant unless otherwise specified.


 


(iii)
Whenever the context so requires, the neuter gender includes the masculine or feminine, and the singular number includes the plural,
and vice versa.


 


Section
2.            Exercise of Warrant.


 


(a) Subject
to the terms and conditions hereof, this Warrant may be exercised by the holder hereof then registered on the books of the Company,
in whole or in part, at anytime on any business day after the opening of business on the date hereof and prior to 11:59 P.M. Eastern
Standard Time on the Expiration Date by (i) delivery of the Exercise Notice to the Company, which shall specify the number of
Warrant Shares to be purchased, (ii) payment to the Company of an amount equal to the Warrant Exercise Price multiplied by the
number of Warrant Shares as to which the Warrant is being exercised (plus any applicable issue or transfer taxes) (the “Aggregate
Exercise Price”) in cash or by certified or official bank check or wire transfer, and (iii) the surrender of this Warrant
(or an indemnification undertaking with respect to this Warrant in the case of its loss, theft, or destruction) to a common carrier
for delivery to the Company as soon as practicable following such date; provided that if such Warrant Shares are to be issued
in any name other than that of the registered holder of this Warrant, such issuance shall be deemed a transfer and the provisions
of Section 7 shall be applicable. In the event of any exercise of the rights represented by this Warrant in compliance with this
Section 2, a certificate or certificates for the Warrant Shares so purchased, in such denominations as may be requested by the
holder hereof and registered in the name of, or as directed by, the holder, shall be delivered at the Company's expense to, or
as directed by, such holder as soon as practicable after such rights shall have been so exercised, and in any event no later than
ten (10) business days after the Company’s receipt of the Exercise Notice, the Aggregate Exercise Price and this Warrant
(or indemnification undertaking with respect to this Warrant in the case of its loss, theft or destruction) Upon delivery of the
Exercise Notice and Aggregate Exercise Price referred to in clauses (i) and (ii) above, the holder of this Warrant shall be deemed
for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been
exercised, irrespective of the date of delivery of this Warrant as required by clause (iii) above or the certificates evidencing
such Warrant Shares.


 




    	28



    	 



    

 


(b) Unless
the rights represented by this Warrant shall have expired or shall have been fully exercised, the Company shall, as soon as practicable
and in any event no later than ten (10) business days after any exercise and at its own expense, issue a new Warrant identical
in all respects to the Warrant exercised except (i) it shall represent rights to purchase the number of Warrant Shares purchasable
immediately prior to such exercise under the Warrant exercised, less the number of Warrant Shares with respect to which such Warrant
is exercised, and (ii) the holder thereof shall be deemed for all corporate purposes to have become the holder of record of such
Warrant Shares immediately prior to the close of business on the date on which the Warrant is surrendered and payment of the amount
due in respect of such exercise and any applicable taxes is made, irrespective of the date of delivery of certificates evidencing
such Warrant Shares, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company
are properly closed, such person shall be deemed to have become the holder of such Warrant Shares at the opening of business on
the next succeeding date on which the stock transfer books are open. Upon presentation of a duly executed Exercise Notice, the
holder shall be entitled to exercise this Warrant in whole or in part, if the holder shall have previously exercised and surrendered
this Warrant and the Company shall not have issued a new Warrant representing the number of shares issuable following such prior
exercise.


 


(c) No fractional
shares of Common Stock are to be issued upon the exercise of this Warrant, but rather the number of shares of Common Stock issued
upon exercise of this Warrant shall be rounded up or down to the nearest whole number.


 


Section
3.          Covenants as to Common Stock. The Company hereby covenants
and agrees as follows:


 


(a)
This Warrant is, duly authorized and validly issued.


 


(b)
All Warrant Shares which may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be validly
issued, fully paid and nonassessable and free from all taxes, liens and charges with respect to the issue thereof.


 


(c)
During the period within which the rights represented by this Warrant may be exercised, the Company will at all times have authorized
and reserved at least the number of shares of Common Stock needed to provide for the exercise of the rights then represented by
this Warrant and the par value of said shares will at all times be less than or equal to the applicable Warrant Exercise Price.


 




    	29



    	 



    

 


(d)
The Company will not, by amendment of its Certificate of Incorporation or through any reorganization, transfer of assets, consolidation,
merger, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance
of any of the terms to be observed or performed by it hereunder, but will at all times in good faith assist in the carrying out
of all the provisions of this Warrant and in the taking of all such action as may reasonably be requested by the holder of this
Warrant in order to protect the exercise privilege of the holder of this Warrant against dilution or other impairment, consistent
with the tenor and purpose of this Warrant. Without limiting the generality of the foregoing, the Company (i) will not increase
the par value of any shares of Common Stock receivable upon the exercise of this Warrant above the Warrant Exercise Price then
in effect, and (ii) will take all such actions as may be necessary or appropriate in order that the Company may validly and legally
issue fully paid and nonassessable shares of Common Stock upon the exercise of this Warrant.


 


(e)
This Warrant will be binding upon any entity succeeding to the Company by merger, consolidation or acquisition of all or substantially
all of the Company's assets.


 


Section
4.          Taxes. The Company shall not be required to pay any
tax or taxes attributable to the initial issuance of the Warrant Shares or any permitted transfer involved in the issue or delivery
of any certificates for Warrant Shares in a name other than that of the registered holder hereof or upon any permitted transfer
of this Warrant.


 


Section
5.          Warrant Holder Not Deemed a Stockholder. Except as
otherwise specifically provided herein, no holder, as such, of this Warrant shall be entitled to vote or receive dividends or
be deemed the holder of shares of the Company for any purpose, nor shall anything contained in this Warrant be construed to confer
upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent
to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance
or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the
holder of this Warrant of the Warrant Shares which he or she is then entitled to receive upon the due exercise of this Warrant.


 


In
addition, nothing contained in this Warrant shall be construed as imposing any liabilities on such holder to purchase any securities
or as a stockholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company.


 


Section
6.          Representations of Holder. The holder of this Warrant,
by the acceptance hereof, represents (and any assignor shall represent) that it is acquiring this Warrant and the Warrant Shares
for its own account for investment purposes and not with a view to, or for sale in connection with, any distribution hereof, and
not with any present intention of distributing any of the same. The holder of this Warrant further represents (and any assignor
shall represent), by acceptance hereof, that, as of this date, such holder is an "accredited investor" as such term
is defined in Rule 501(a)(1) of Regulation D promulgated by the Securities and Exchange Commission under the Securities Act (an
"Accredited Investor"). Upon exercise of this Warrant, the holder shall, if requested by the Company, confirm in writing,
in a form satisfactory to the Company, that the Warrant Shares so purchased are being acquired solely for the holder's own account
and not as a nominee for any other party, for investment, and not with a view toward distribution or resale and that such holder
is an Accredited Investor. If such holder cannot make such representations because they would be factually incorrect, it shall
be a condition to such holder's exercise of the Warrant that the Company receive such other representations as the Company considers
reasonably necessary to assure the Company that the issuance of its securities upon exercise of the Warrant shall not violate
any United States Federal or state securities laws.


 




    	30



    	 



    

 


Section
7.          Ownership and Transfer. 


 


(a)
The Company shall maintain at its principal executive offices (or such other office or agency of the Company as it may designate
by notice to the holder hereof), a register for this Warrant, in which the Company shall record the name and address of the person
in whose name this Warrant has been issued, as well as the name and address of each permissible transferee. The Company may treat
the person in whose name any Warrant is registered on the register as the owner and holder thereof for all purposes, notwithstanding
any notice to the contrary, but in all events recognizing any transfers made in accordance with the terms of this Warrant.


 


(b)
This Warrant and the rights granted to the holder hereof are transferable, in whole or in part, upon surrender of this Warrant,
together with a properly executed warrant power in the form of Exhibit B attached hereto; provided, however, that any transfer
or assignment shall be subject to the conditions set forth in Section 6 above and Section 7(c) below.


 


(c)
The holder of this Warrant understands that this Warrant has not been and is not expected to be, registered under the Securities
Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (a) there is an effective
registration statement under the Securities Act and applicable state securities laws covering any such transaction involving the
securities, (b) the Company receives an opinion of legal counsel for the holder, in form, substance and scope reasonably acceptable
to the Company, that registration is not required under the Securities Act, or (c) the Company, at its option, otherwise satisfies
itself that such transaction is exempt from registration. Any sale of such securities made in reliance on Rule 144 promulgated
under the Securities Act may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable,
any resale of such securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed
to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the
Securities Act or the rules and regulations of the Securities and Exchange Commission thereunder; and neither the Company nor
any other person is under any obligation to register the Warrant Shares under the Securities Act or any state securities laws
or to comply with the terms and conditions of any exemption thereunder.


 


Section
8.          Adjustment of Warrant Exercise Price. In order to prevent
dilution of the rights granted under this Warrant, the Warrant Exercise Price shall be adjusted from time to time as follows:


 




    	31



    	 



    

 


(a)
Adjustment of Warrant Exercise Price upon Subdivision or Combination of Common Stock. If the Company at any time after
the date of issuance of this Warrant, subdivides (by any stock split, stock dividend, re-capitalization or otherwise) one or more
classes of its outstanding shares of Common Stock into a greater number of shares, the Warrant Exercise Price in effect immediately
prior to such subdivision will be proportionately reduced and the number of shares of Common Stock obtainable upon exercise of
this Warrant will be proportionately increased. If the Company at any time after the date of issuance of this Warrant combines
(by combination, reverse stock split or otherwise) one or more classes of its outstanding shares of Common Stock into a smaller
number of shares, the Warrant Exercise Price in effect immediately prior to such combination will be proportionately increased
and the number of shares of Common Stock obtainable upon exercise of this Warrant will be proportionately decreased.


 


(b)
Reorganization, Reclassification, Consolidation, Merger or Sale. Any re-capitalization, reorganization reclassification,
consolidation, merger, sale of all or substantially all of the Company's assets to another Person or other similar transaction
which is effected in such a way that holders of Common Stock are entitled to receive (either directly or upon subsequent liquidation)
stock, securities or assets with respect to or in exchange for Common Stock is referred to herein as an "Organic Change."
Prior to the consummation of any Organic Change, the Company will make appropriate provision to insure that, upon the consummation
of such Organic Change, the holder hereof will thereafter have the right to acquire and receive in lieu of the Common Stock, 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 acquirable and receivable upon exercise of this Warrant had such Organic Change not taken place.
In any such case, the Company will make appropriate provision with respect to such holders' rights and interests to insure that
the provisions of this Section 8(b) will thereafter be applicable to this Warrant.


 


(c)
        Notices.


 


              (i)
         Immediately upon any adjustment of the Warrant Exercise Price pursuant to
this Section 8, the Company will give written notice thereof to the holder of this Warrant, setting forth in reasonable detail
and certifying the calculation of such adjustment.


 


              (ii)
         The Company will give written notice to the holder of this Warrant at least
ten (10) days prior to the date on which the Company closes its books or takes a record (A) with respect to any dividend or distribution
upon the Common Stock, (B) with respect to any pro rata subscription offer to holders of Common Stock or (C) for determining rights
to vote with respect to any Organic Change, dissolution or liquidation, except that in no event shall such notice be provided
to such holder prior to such information being made known to the public.


 


              (iii)
       The Company will also give written notice to the holder of this Warrant
at least ten (10) days prior to the date on which any Organic Change, dissolution or liquidation will take place.


 


Section
9.          Lost, Stolen, Mutilated or Destroyed Warrant. If this
Warrant is lost, stolen, mutilated or destroyed, the Company shall, on receipt of an indemnification undertaking, issue a new
Warrant of like denomination and tenor as the Warrant so lost, stolen, mutilated or destroyed.


 




    	32



    	 



    

 


Section
10.          Notice. Any notices, consents, waivers, or other communications
required or permitted to be given under the terms of this Warrant must be in writing and will be deemed to have been delivered
(i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile, provided a copy is mailed by U.S. certified
mail, return receipt requested; (iii) three (3) days after being sent by U.S. certified mail, return receipt requested; or (iv)
one (1) day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the party
to receive the same. The addresses and facsimile numbers for such communications shall be:


 


	If
    to the Company:	CARDIOGENICS HOLDINGS INC.
	 	6295 Northam Drive, Unit 8
	 	Mississauga, Ontario L4V 1W8
	 	Attention: Yahia Gawad, Chief Executive Officer
	 	Telephone: (905) 673-8501
	 	Facsimile: (905) 673-9865
	 	 
	With a copy to:	CARDIOGENICS HOLDINGS INC.
	 	6295 Northam Drive, Unit 8
	 	Mississauga, Ontario L4V 1W8
	 	Attention: James Essex, Chief Financial Officer
	 	Telephone: (905) 673-8501
	 	Facsimile: (905) 673-9865
	 	 
	If
    to the Holder:	______________________
	 	______________________
	 	______________________
	 	Telephone: (___) ___-____
	 	Facsimile: (___) ___-____


 


If to a holder
of this Warrant, to it at the address set forth below such holder's signature on the signature page hereof. Each party shall provide
five (5) days' prior written notice to the other party of any change in address or facsimile number.


 


Section
11.          Amendments. This Warrant and any term hereof may be
amended or terminated only by an instrument in writing signed by the Company and holder.


 


Section
12.          Date. The date of this Warrant is _________________.
This Warrant, in all events, shall be wholly void and of no effect after the close of business on the Expiration Date, except
that notwithstanding any other provisions hereof, the provisions of Section 7 shall continue in full force and effect after such
date as to any Warrant Shares or other securities issued upon the exercise of this Warrant.


 




    	33



    	 



    

 


Section
13.          Waiver. The Company may take any action herein prohibited,
or omit to perform any act herein required to be performed by it, only if the Company has obtained the written consent of the
holder of this Warrant.


 


Section
14.         Governing Law; Venue. This Warrant shall be governed by and
construed in accordance with the laws of the State of New York, without giving effect to the principles of conflicts of law of
any jurisdiction, except for matters arising under the Securities Act or the United States Securities Exchange Act of 1934, as
amended, which matters shall be construed and interpreted in accordance with such laws. Each of the parties consents to the jurisdiction
of the Supreme Court of the State of New York sitting in New York County, New York and the U.S. District Court for the Southern
District of New York sitting in New York, New York in connection with any dispute arising under this Warrant and hereby waives,
to the maximum extent permitted by law, any objection, including any objection based on forum non conveniens to the bringing of
any such proceeding in such jurisdictions.


 


Section
15.         Waiver of Jury Trial. THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY
AND INTENTIONALLY WAIVE THE RIGHT ANY OF THEM MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON OR ARISING
OUT OF, UNDER OR IN CONNECTION WITH THIS WARRANT OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN)
OR ACTIONS OF ANY PARTY. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES’ ACCEPTANCE OF THIS WARRANT.


 


Section
16.          Currency. All references to currency in this Warrant shall be to lawful money of the United States of America
unless otherwise expressly specified.


 


Section
17.         Descriptive Headings. The descriptive headings of
the several sections of this Warrant are for convenience of reference only and shall not limit or otherwise affect the meaning
hereof.


 


{SIGNATURE
PAGE FOLLOWS}


 




    	34



    	 



    

 


This Warrant
has been duly executed by the Company and Holder as of the date first set forth above.


 


	 	CARDIOGENICS HOLDINGS INC.
	 	 	 
	 	By:	 
	 	 	Name: Yahia Gawad
	 	 	Title: Chief Executive Officer


 


HOLDER:
____________________________


 


______________________________________


      {signature}


 




    	35



    	 



    

 


EXHIBIT A


 


WARRANT EXERCISE
NOTICE


 


(Complete
and Sign Only for Exercise of the Warrant in Whole or in Part)


 


	TO:	CARDIOGENICS
    HOLDINGS INC.	 
	 	 	 
	DATE: 	 	 


 


The undersigned,
the holder of the attached Warrant to which this Exercise Notice applies, hereby irrevocably elects to exercise the purchase rights
represented by such warrant for and to purchase thereunder _____________ shares of Common Stock, par value $0.00001 per share
(the “Shares”), from CardioGenics Holdings,Inc., (or such other securities issuable pursuant to the terms of
the Warrant) and herewith makes payment of $______________ therefor as follows:


 


{please check
√ one}


 


 ̈ by cash          ̈
by certified or official bank check        ̈ by wire transfer*


 


* Wire transfer
must be made in accordance with written wire instructions provided by the Company. 


 


The undersigned
hereby requests that the certificate(s) representing such securities be issued in the name(s) and delivered to the address(es)
as follows:


 


Name:
___________________________________________________________________________________


Address:
________________________________________________________________________________


Social Security
Number/FEIN: ______________________________________________________________


Deliver
to: _______________________________________________________________________________


Address:
________________________________________________________________________________


 


If the foregoing
subscription evidences an exercise of the Warrant to purchase fewer than all of the Shares (or other securities issuable pursuant
to the terms of the Warrant) to which the undersigned is entitled under such warrant, please issue a new warrant, of like tenor,
relating to the remaining portion of the securities issuable upon exercise of such warrant (or other securities issuable pursuant
to the terms of such warrant) in the name(s), and deliver the same to the address(es), as follow:


 


Name:
____________________________________________________________________________________


Address:
_________________________________________________________________________________


_________________________________________________________________________________


 


Dated:
______________________


 


	 	 	 
	(Name of Holder)	 	(Social Security or Taxpayer
    ID No.of Holder
	 	 	 
	 	 	 
	 	 	 
	(Signature of Holder or
    Authorized Signatory) 	 	 


 




    	36



    	 



    

 


EXHIBIT B


 


FORM OF WARRANT
POWER


 


FOR
VALUE RECEIVED, the undersigned does hereby assign and transfer to


 


____________________________________
Federal Identification No._____________, a warrant to purchase shares of the capital stock of CARDIOGENICS HOLDINGS INC.,
a Nevada corporation, represented by Warrant No.___________, standing in the name of the undersigned on the books of said corporation.
The undersigned does hereby irrevocably constitute and appoint ____________________________________, attorney to transfer the
warrants of said corporation, with full power of substitution in the premises.


 


Dated: _____________________



 


	 	 
	 	{print name of individual
    or entity holding warrant}
	 	 
	 	 
	 	{signature of individual
    or authorized person of entity}


 


	 	By:	 
	 	 	{print name of authorized
    person of entity}
	 	 	 
	 	Its:	 
	 	 	{print title of authorized
    person of entity}


 




    	37



    	 



    

 


EXHIBIT
C


 


ACCREDITED
INVESTOR QUESTIONNAIRRE 


 




    	38



    	 



    

 


Accredited
Investor Questionnaire


CardioGenics
Holdings Inc. (“CardioGenics”)


 


The purpose
of this Questionnaire is to determine whether you meet the standards for participation in a non-public offering under Section
4(2) of the Securities Act of 1933, as amended ("Act"), and under the laws of the various States.


 


We do not use
your confidential information for any purpose other than determining that you meet the definition of Accredited Investor as required
by State and Federal law; however, each individual or entity that completes and submits this Questionnaire thereby agrees that
CardioGenics may present such responses to this Questionnaire to such parties as CardioGenics deems appropriate for verification
in order to assure itself and future issuers that the subsequent offer and sale of securities will not result in a violation of
the provisions of State or Federal securities laws.


 


Please complete
this form as thoroughly as possible and submit it. If the answer to any question is "None" or "Not Applicable",
please so state. Do not leave blanks.


 


Part
I


 


	If Investor
        is an individual, please complete the following information:

         

        Name:

	 

        Date of Birth:

	 

        Social Security #:

	 

        Residential Address:

	 

        City:                                    State:                                         Zip:

	 

        Tel #:                                   Fax
        #:                                        E-Mail:

	 

        âPlease
        indicate the state in which you are registered to vote:

	 

        âPlease
        indicate the state in which you hold a valid driver’s license:

	 

        âPlease
        indicate your state of residence as indicated on your last personal income tax return:



 




    	39



    	 



    

 


	If Investor
        is an entity, please complete the following information:

                                                      

        Name of Entity: 

	 

        EIN:

	 

        Address of Entity:

	 

        City:                                    State:                                         Zip:

	 

        Tel #:                                   Fax
        #:                                        E-Mail:

	 

        Type
        of Entity:   ̈
        Corporation  ̈
        Limited Liability Company  ̈
        Partnership

         

         ̈
        Trust     ̈
        Estate     ̈
        Other: _____________________



 




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Part II


 


		A.	For
Individuals:



 


Are you: 


 


		(1)	a natural person whose individual
                                                                      net worth (or joint net worth with that of your spouse),
                                                                      at the time of the sale of the securities, exceeds $1,000,000?
                                                                      For purposes of this “net worth” calculation,
                                                                      you must:



 


			a) exclude the value of your primary
                                                            residence as an asset;



 


			b) exclude the indebtedness secured
                                                            by your primary residence (up to the fair market value of the primary
                                                            residence), at the time of the sale of the securities, as a liability
                                                            (except that if the amount of such indebtedness outstanding at
                                                            the time of the sale of the securities exceeds the amount of indebtedness
                                                            outstanding 60 days before such time, other than as a result of the
                                                            acquisition of your primary residence, the amount of such excess shall
                                                            be included as a liability); and



 


			c) include the indebtedness secured
                                                            by your primary residence in excess of the estimated fair market value
                                                            of the primary residence at the time of the sale of the securities.



 


Yes:_____
No:_____


 


		(2)	a natural person who had
                                                                      an individual income in excess of $200,000 in each of the
                                                                      two most recent years or joint income with that person's
                                                                      spouse in excess of $300,000 in each of those years and
                                                                      has a reasonable expectation of reaching the same income
                                                                      level in the current year?



  


Yes:_____
No:_____


 


		(3)	a director, executive officer,
                                                                      or general partner of the issuer of the securities being
                                                                      offered or sold, or a director, executive officer, or general
                                                                      partner of a general partner of that issuer?



 


Yes:_____
No:_____ 


 


		B.	FOR ENTITIES:



 


Are you:


 


		(1)	a bank as defined in section
                                                                      3(a)(2) of the Act, or a savings and loan association or
                                                                      other institution as defined in section 3(a)(5)(A) of the
                                                                      Act whether acting in its individual or fiduciary capacity?



 


Yes:_____
No:_____ 


 




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		(2)	a broker or dealer registered
                                                                      pursuant to section 15 of the Securities Exchange Act of
                                                                      1934?



 


Yes:_____
No:_____


 


		(3)	an insurance company as defined
in section 2(13) of the Act?



 


Yes:_____
No:_____ 


 


		(4)	an investment company registered
                                                                      under the Investment Company Act of 1940 or a business development
                                                                      company as defined in section 2(a)(48) of that Act?



 


Yes:_____
No:_____ 


 


		(5)	a Small Business Investment
                                                                      Company licensed by the U.S. Small Business Administration
                                                                      under section 301(c) or (d) of the Small Business Investment
                                                                      Act of 1958?



 


Yes:_____
No:_____


 


		(6)	a plan established and maintained
                                                                      by a state, its political subdivisions, or any agency or
                                                                      instrumentality of a state or its political subdivisions,
                                                                      for the benefit of its employees, if such plan has total
                                                                      assets in excess of $5,000,000?



 


Yes:_____
No:_____


 


		(7)	an employee benefit plan
                                                                      within the meaning of the Employee Retirement Income Security
                                                                      Act of 1974 if the investment decision is made by a plan
                                                                      fiduciary, as defined in section 3(21) of such act, which
                                                                      is either a bank, savings and loan association, insurance
                                                                      company, or registered adviser, or if the employee benefit
                                                                      plan has total assets in excess of $5,000,000 or, if a self-directed
                                                                      plan, with investment decisions made solely by persons that
                                                                      are accredited investors?



 


Yes:_____
No:_____ 


 


		(8)	a private business development
                                                                      company as defined in section 202(a)(22) of the Investment
                                                                      Advisors Act of 1940?



 


Yes:_____
No:_____


 


		(9)	an organization described
                                                                      in section 501(c)(3) of the Internal Revenue Code, corporation,
                                                                      Massachusetts or similar business trust, or partnership,
                                                                      not formed for the specific purpose of acquiring the securities
                                                                      offered, with total assets in excess of $5,000,000?



 


Yes:_____
No:_____ 


 




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		(10)	a
                                                                                                         trust, with total assets
                                                                                                         in excess of $5,000,000,
                                                                                                         not formed for the specific
                                                                                                         purpose of acquiring
                                                                                                         the Shares, whose purchase
                                                                                                         is directed by a sophisticated
                                                                                                         person who has such knowledge
                                                                                                         and experience in financial
                                                                                                         and business matters
                                                                                                         that such person is capable
                                                                                                         of evaluating the merits
                                                                                                         and risks of investing
                                                                                                         in the Partnership?



 


			Yes:_____ No:_____



 


		(11)	an entity in which all of
the equity owners qualify under any of the above categories (including the categories for individuals listed in the immediately
preceding section)?



 


			Yes:_____ No:_____  



 


If the undersigned belongs
to this investor category only, list the equity owners of the undersigned, and the investor category which each such equity owner
satisfies:


 


	 	 
	 	 
	 	 


 


{Continue
on a separate piece of paper, if necessary, and attach to this questionnaire}


 




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PART III


 


The undersigned
Investor hereby certifies that the information contained in this Questionnaire is complete and accurate and the undersigned Investor
will notify CardioGenics promptly of any change in any such information.


 


If this Questionnaire
is being completed on behalf of a corporation, limited liability company, partnership, trust or estate, the person executing on
behalf of the undersigned Investor represents that it has the authority to execute and deliver this Questionnaire on behalf of
such entity.


 


Dated: ______________________-


 


	IF
    INVESTOR IS AN INDIVIDUAL, PLEASE COMPLETE THE INFORMATION BELOW AND SIGN WHERE INDICATED.
	INVESTOR’S
        NAME (print or type individual’s name):

         

         

	INVESTOR’S
        SIGNATURE:

         

         



  


	IF
    INVESTOR IS A CORPORATION, LIMITED LIABILITY COMPANY, PARTNERSHIP OR OTHER ENTITY PLEASE COMPLETE THE INFORMATION BELOW AND
    SIGN WHERE INDICATED.
	PURCHASER’S
        NAME (print or type entity name):

         
	  PRINT
        NAME & TITLE OF AUTHORIZED SIGNATORY

         

         

          Name:_____________________________________________

          Title:
        ______________________________________________

	PURCHASER’S
        SIGNATURE (authorized signatory):

         

         



 




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