REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 3rd, 2008 • Genspera Inc
This Registration Rights Agreement (this “Agreement”) is made and entered into as of July ___, 2008, between GenSpera, Inc., a Delaware corporation (the “Company”) and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
5% CONVERTIBLE DEBENTURE DUE JULY ___, 2009Convertible Security Agreement • October 3rd, 2008 • Genspera Inc • New York
THIS 5% CONVERTIBLE DEBENTURE is a duly authorized and validly issued 5% Convertible Debentures of GenSpera, Inc., a Delaware corporation, (the “Company”), having its principal place of business at 9901 I-10 West, Suite 800, San Antonio, TX 78230, designated as its 5% Convertible Debenture due July ___, 2009 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
COMMON STOCK PURCHASE WARRANT GENSPERA, INC.Securities Agreement • October 3rd, 2008 • Genspera Inc
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from GenSpera, Inc., a Delaware corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 3rd, 2008 • Genspera Inc • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July ____, 2008, between GenSpera, 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”).
COMMON STOCK PURCHASE WARRANT GENSPERA, INC.Security Agreement • October 3rd, 2008 • Genspera Inc • Delaware
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from GenSpera, Inc., a Delaware corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Re: Securities Purchase Agreement, dated as of July __, 2008 (the “Purchase Agreement”), between GenSpera, Inc., a Delaware corporation (the “Company”) and the purchasers signatory thereto (each, a “Purchaser” and, collectively, the “Purchasers”)Lock-Up Agreement • October 3rd, 2008 • Genspera Inc • New York
This Letter Agreement may not be amended or otherwise modified in any respect without the written consent of each of the Company, each Purchaser and the undersigned. This Letter Agreement shall be construed and enforced in accordance with the laws of the State of New York without regard to the principles of conflict of laws. The undersigned hereby irrevocably submits to the exclusive jurisdiction of the United States District Court sitting in the Southern District of New York and the courts of the State of New York located in Manhattan, for the purposes of any suit, action or proceeding arising out of or relating to this Letter Agreement, and hereby waives, and agrees not to assert in any such suit, action or proceeding, any claim that (i) it is not personally subject to the jurisdiction of such court, (ii) the suit, action or proceeding is brought in an inconvenient forum, or (iii) the venue of the suit, action or proceeding is improper. The undersigned hereby irrevocably waives perso
GENSPERA, INC.Nonqualified Stock Option Grant • October 3rd, 2008 • Genspera Inc • Texas
This NONQUALIFIED STOCK OPTION GRANT (“Grant Instrument”), dated as of ____________ ____, 20__ (the “Date of Grant”), is delivered by GenSpera, Inc. (the “Company”) to ___________________________________________________ (the “Grantee”).
