Gene Biotherapeutics, Inc. Watch

from 8-K 13 pages The Purpose of This Letter Agreement (“Agreement”) Is to Confirm the Engagement of Dawson James Securities, Inc. (“Djs” or the “Placement Agent”) by Cardium Therapeutics, Inc. (The “Company”) to Act, Subject to the Terms of This Agreement, as the Exclusive Placement Agent for the Company, on a “Reasonable Best Efforts” Basis, in Connection With the Proposed Placement (The “Placement”) of Up to $12 Million of the Company’s Registered Securities (The “Securities”) to “Qualified Institutional Buyers” as Such Term Is Defined in Rule 144a Promulgated Under the Securities Act of 1933, as Amended (The “Securities Act”) and/or to “Accredited Investors” as Such Term Is Defined in Regulation D Promulgated Under the Securities Act. the Terms of Such Placement and the Securities Shall Be Mutually Agreed Upon by the Company and the Purchasers (Each, a “Purchaser” or an “Investor” and Collectively, the “Purchasers” or the “Investors”) and Nothing Herein Constitutes That Djs Would Have the Power or Authority to Bind the Company or Any Purchaser or an Obligation for the Company to Issue Any Securities or Complete the Placement. This Agreement and the Documents Executed and Delivered by the Company and the Purchasers in Connection With the Placement Shall Be Collectively Referred to Herein as the “Transaction Documents.” the Date of the Closing of the Placement Shall Be Referred to Herein as the “Closing Date.” 1. Appointment

from 10-Q 19 pages Loan and Security Agreement