UNDERWRITING AGREEMENT between GENSPERA, INC. and Ascendiant Capital Markets, LLC, as Representative of the Several Underwriters GENSPERA, INC.Underwriting Agreement • September 17th, 2012 • Genspera Inc • Pharmaceutical preparations • New York
The undersigned, GenSpera, Inc., a corporation formed under the laws of the State of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of GenSpera, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with Ascendiant Capital Markets, LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
Form of Representative’s Warrant AgreementCommon Stock Purchase Warrant • September 17th, 2012 • Genspera Inc • Pharmaceutical preparations • New York
THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS ONE YEAR AFTER DATE OF PROSPECTUS]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS AFTER DATE OF PROSPECTUS].
GENSPERA, INC. WARRANT AGENCY AGREEMENTWarrant Agency Agreement • September 17th, 2012 • Genspera Inc • Pharmaceutical preparations • New York
WARRANT AGENCY AGREEMENT (this “Agreement”) entered into as of ____________, 2012 (the “Issuance Date”), between GenSpera, Inc., a Delaware corporation, with offices at 2511 N. Loop 1604 W, Suite 204, San Antonio, Texas 78258 (the “Company ”), and American Stock Transfer & Trust Company, LLC, with offices at 6201 15th Avenue, Brooklyn, NY 11219 (the “Warrant Agent ”).
