0001144204-09-047638 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • September 9th, 2009 • Genspera Inc • Pharmaceutical preparations

This Registration Rights Agreement (this “Agreement”) is made and entered into as of September ___, 2009, 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”).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • September 9th, 2009 • Genspera Inc • Pharmaceutical preparations • California

This Securities Purchase Agreement (this “Agreement”) is dated as of September ____, 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”).

INDEMNIFICATION AGREEMENT
Indemnification Agreement • September 9th, 2009 • Genspera Inc • Pharmaceutical preparations • Delaware

This Indemnification Agreement ("Agreement") is entered into as of the ___ day of ______________, 200__ by and between GenSpera, Inc., a Delaware corporation (the “Company”), and _______________ ( "Indemnitee" ).

COMMON STOCK PURCHASE WARRANT GENSPERA, INC.
Genspera Inc • September 9th, 2009 • 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).

PROPRIETARY INFORMATION, INVENTIONS, AND COMPETITION AGREEMENT
Inventions, and Competition Agreement • September 9th, 2009 • Genspera Inc • Pharmaceutical preparations • Delaware

WHEREAS, the Employee may be exposed, have access to, create or make contributions to the Proprietary Information as defined below and/or inventions of the Company;

EMPLOYMENT AGREEMENT
Employment Agreement • September 9th, 2009 • Genspera Inc • Pharmaceutical preparations • Texas
GENSPERA [2007 EQUITY COMPENSATION PLAN] [2009 EXECUTIVE COMPENSATION PLAN] STOCK OPTION AGREEMENT
Stock Option Agreement • September 9th, 2009 • Genspera Inc • Pharmaceutical preparations • California

Unless otherwise defined herein, the terms defined in the GenSpera, Inc. (“Company”) [2007 Equity Compensation Plan/2009 Executive Compensation Plan], as amended (“Plan”) shall have the same defined meanings in this Stock Option Agreement.

SEVERANCE AGREEMENT
Severance Agreement • September 9th, 2009 • Genspera Inc • Pharmaceutical preparations • Delaware

This Agreement is entered into as of September 2, 2009 (the “Effective Date”) by and between GenSpera, Inc., a Delaware corporation (the “Company”) and Craig Dionne (the “Executive”).

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