0001144204-09-035922 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 6th, 2009 • Genspera Inc • Pharmaceutical preparations

This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the “Purchase Agreement”).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • July 6th, 2009 • Genspera Inc • Pharmaceutical preparations • California
SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • July 6th, 2009 • Genspera Inc • Pharmaceutical preparations • California

This Securities Purchase Agreement (this “Agreement”) is dated as of June ____, 2009, 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.
Securities Agreement • July 6th, 2009 • Genspera Inc • Pharmaceutical preparations

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).

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