0001144204-07-009972 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • February 26th, 2007 • Ziopharm Oncology Inc • Services-specialty outpatient facilities, nec • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of February 16, 2007, by and among ZIOPHARM Oncology, Inc, a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 26th, 2007 • Ziopharm Oncology Inc • Services-specialty outpatient facilities, nec • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into as of February 16, 2007, by and among ZIOPHARM Oncology, Inc., a Delaware corporation (the “Company”), and the several purchasers signatory hereto (each a “Purchaser” and collectively, the “Purchasers”).

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