0001104659-11-032937 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 2nd, 2011 • Celsion CORP • Pharmaceutical preparations • New York

This Registration Rights Agreement (the “Agreement”) is made and entered into as of this 26th day of May, 2011 by and among Celsion Corporation, a Delaware corporation (the “Company”), and the Investors named in that certain Purchase Agreement by and among the Company and the Investors (the “Purchase Agreement”).

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PURCHASE AGREEMENT
Purchase Agreement • June 2nd, 2011 • Celsion CORP • Pharmaceutical preparations • New York

THIS PURCHASE AGREEMENT (“Agreement”) is made as of the 26th day of May, 2011 by and among Celsion Corporation, a Delaware corporation (the “Company”), and the Investors set forth on the signature pages affixed hereto (each an “Investor” and collectively the “Investors”).

ESCROW DEPOSIT AGREEMENT
Escrow Deposit Agreement • June 2nd, 2011 • Celsion CORP • Pharmaceutical preparations • New York

This ESCROW DEPOSIT AGREEMENT (this “Agreement”) dated as of this 27th day of May 2011 by and among CELSION CORPORATION, a Delaware corporation (the “Company”), having an address at 10220 Old Columbia Road - Suite L, Columbia, MD 21046, RODMAN & RENSHAW, LLC, a Delaware limited liability company (“Placement Agent”), having an address at 1251 Avenue of the Americas, New York, New York 10020, and SIGNATURE BANK (the “Escrow Agent”), a New York State chartered bank, having an office at 261 Madison Avenue, New York, New York 10016. All capitalized terms not herein defined shall have the meaning ascribed to them in that certain Securities Purchase Agreement, dated as of May 26, 2011 as amended or supplemented from time-to-time, including all attachments, schedules and exhibits thereto (the “Purchase Agreement”).

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