0001144204-09-048494 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • September 15th, 2009 • Ziopharm Oncology Inc • Services-specialty outpatient facilities, nec • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of September 9, 2009, 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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ZIOPHARM ONCOLOGY, INC. WARRANT TO PURCHASE COMMON STOCK
Warrant Agreement • September 15th, 2009 • Ziopharm Oncology Inc • Services-specialty outpatient facilities, nec

This Warrant (this “Warrant”) is being issued in connection with a private placement of common stock and warrants to purchase common stock pursuant to Securities Purchase Agreements dated September 9, 2009, by and among the Company and the Purchasers identified therein (the “Purchase Agreements”). This Warrant (this “Warrant”) is one of a series of similar warrants issued pursuant to that certain Placement Agents’ engagement letter dated August 7, 2009, by and between the Company and Rodman and Renshaw, LLC (the “Engagement Letter”). All such warrants are referred to herein, collectively, as the “Warrants.”

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • September 15th, 2009 • Ziopharm Oncology Inc • Services-specialty outpatient facilities, nec • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into as of September 9, 2009, 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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