0001144204-13-018343 Sample Contracts

EXHIBIT A REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 28th, 2013 • Genspera Inc • Pharmaceutical preparations

This Registration Rights Agreement (this “Agreement”) is made and entered into as of [*], 2013, 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 • March 28th, 2013 • Genspera Inc • Pharmaceutical preparations • California

This Securities Purchase Agreement (this “Agreement”) is dated as of ____, 2013, 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.
Genspera Inc • March 28th, 2013 • 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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