SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 3rd, 2018 • Inspyr Therapeutics, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July __, 2018, between Inspyr Therapeutics, 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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 12th, 2017 • Inspyr Therapeutics, Inc. • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is made and entered into as of September 12, 2017, between Inspyr Therapeutics, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
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:
SERIES ___ COMMON STOCK PURCHASE WARRANT Inspyr Therapeutics, Inc.Inspyr Therapeutics, Inc. • March 20th, 2017 • Pharmaceutical preparations
THIS SERIES __ COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (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 _____1 anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Inspyr Therapeutics, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, 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).
COMMON STOCK PURCHASE WARRANT GENSPERA, INC.Genspera Inc • October 3rd, 2008
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).
SENIOR CONVERTIBLE DEBENTURE DUE JUNE 18, 2022Inspyr Therapeutics, Inc. • June 21st, 2021 • Pharmaceutical preparations • New York
THIS SENIOR CONVERTIBLE DEBENTURE of Inspyr Therapeutics, Inc., a Delaware corporation (the “Company”), having its principal place of business at 2629 Townsgate Road #215, Westlake Village, California 91361, designated as its Senior Convertible Debenture due June 18, 2022 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
COMMON STOCK PURCHASE WARRANT GENSPERA, INC.Genspera Inc • August 20th, 2013 • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (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 (5) 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 (as subject to adjustment hereunder, 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).
SECURITIES PURCHASE AGREEMENTSecurities 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”).
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].
SERIES ___ COMMON STOCK PURCHASE WARRANT Inspyr Therapeutics, Inc.Inspyr Therapeutics, Inc. • December 12th, 2016 • Pharmaceutical preparations
THIS SERIES __ COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (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 _____1 anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Inspyr Therapeutics, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock[; provided, however, in the event that all of the Warrant Shares are not registered for resale by the Holder pursuant to an effective Registration Statement on or before the Effectiveness Date (as defined in the Registration Rights Agreement, the Termination Date shall be tolled and extended until the 10th Trading Day following the adju
COMMON STOCK PURCHASE WARRANT GENSPERA, INC.Genspera Inc • August 13th, 2010 • Pharmaceutical preparations • Maryland
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Martin Sumichrast (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).
SECURITIES PURCHASE AGREEMENTSecurities 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 AGREEMENTIndemnification Agreement • September 12th, 2016 • Inspyr Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement ("Agreement") is entered into as of the [*] day of [*], 20[*] by and between Inspyr Therapeutics, Inc. a Delaware corporation (the “Company”), and [*] ("Indemnitee").
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 3rd, 2011 • Genspera Inc • Pharmaceutical preparations • California
This Securities Purchase Agreement (this “Agreement”) is dated as of April ____, 2011, 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).
GENSPERA, INC. [2007 EQUITY COMPENSATION PLAN] [2009 EXECUTIVE COMPENSATION PLAN] RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • January 20th, 2011 • Genspera Inc • Pharmaceutical preparations • Delaware
Unless otherwise defined herein, the terms defined in the GenSpera, Inc. [2007 Equity Compensation Plan/2009 Executive Compensation Plan] (the “Plan”) will have the same defined meanings in this Restricted Stock Award Agreement (the “Award Agreement”).
COMMON STOCK PURCHASE WARRANT GENSPERA, INC.Genspera Inc • March 31st, 2010 • 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).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 20th, 2009 • Genspera Inc • Pharmaceutical preparations • California
This Securities Purchase Agreement (this “Agreement”) is dated as of December ____, 2008, 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 WARRANTGenspera Inc • March 6th, 2012 • Pharmaceutical preparations • Delaware
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, LifeTech Capital (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, including the vesting conditions contained in Section 2(e), 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 25,000 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).
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 ”).
COMMON STOCK PURCHASE WARRANT INSPYR THERAPEUTICS, Inc.Inspyr Therapeutics, Inc. • January 13th, 2017 • Pharmaceutical preparations • Maryland
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, including the vesting conditions contained in Section 2(f), at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the seven year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Inspyr Therapeutics, Inc., a Delaware corporation (the “Company”), up to 7,216 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).
SERIES [A/B/C] COMMON STOCK PURCHASE WARRANT genspera, Inc.Genspera Inc • May 22nd, 2014 • Pharmaceutical preparations
THIS SERIES [A/B/C] COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (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 _____1 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 (as subject to adjustment hereunder, 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).
GENSPERA, INC. [2007 EQUITY COMPENSATION PLAN/2009 EXECUTIVE COMPENSATION PLAN] RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • March 30th, 2011 • Genspera Inc • Pharmaceutical preparations • Delaware
EMPLOYMENT AGREEMENTEmployment Agreement • August 10th, 2016 • Inspyr Therapeutics, Inc. • Pharmaceutical preparations • California
This Employment Agreement (this “Agreement”) is made and entered into as of this 8th day of August 2016, by and between Inspyr Therapeutics, Inc. (fka GenSpera, Inc.), a Delaware corporation (the “Company”), and Ronald L. Shazer, M.D. (the “Employee”).
COMMON STOCK PURCHASE WARRANT GenSpera, Inc.Genspera Inc • August 8th, 2014 • Pharmaceutical preparations • California
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 AGREEMENTProprietary Information, Inventions, and Competition Agreement • August 21st, 2012 • Genspera Inc • Pharmaceutical preparations • Delaware
WHEREAS, the Employee has been hired by the Company to serve as its Vice President Finance and Treasurer and accordingly the Principal Accounting Officer; and
COMMON STOCK PURCHASE WARRANT GENSPERA, Inc.Genspera Inc • March 6th, 2012 • Pharmaceutical preparations • Delaware
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 AGREEMENTInventions, 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;
FORM OF SUBSCRIPTION AGREEMENTForm of Subscription Agreement • August 20th, 2013 • Genspera Inc • Pharmaceutical preparations • New York
COMMON STOCK PURCHASE WARRANT GENSPERA, INC.Genspera Inc • February 20th, 2009 • Pharmaceutical preparations • Delaware
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 ________ 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).
EMPLOYMENT AGREEMENTEmployment Agreement • September 9th, 2009 • Genspera Inc • Pharmaceutical preparations • Texas
GENSPERA. INC. NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • July 20th, 2016 • Genspera Inc • Pharmaceutical preparations
GenSpera, Inc., (the “Company”) hereby grants to the Optionee named above a non-qualified option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above, subject to the restrictions contained in Section 4, all or part of the number of shares of Common Stock, par value $0.0001 per share (the “Stock”), of the Company specified above at the Option Exercise Price per Share. This Stock Option is granted to Optionee in connection with his or her entry into employment with the Company and is an inducement material to the Optionee’s entry into employment within the meaning of Rule 5635(c)(4) of the NASDAQ Listing Rules.
Registration Rights AgreementRegistration Rights Agreement • August 20th, 2013 • 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”).
Re: Securities Purchase Agreement, dated as of July __, 2008 (the “Purchase Agreement”), between GenSpera, Inc., a Delaware corporation (the “Company”) and the purchasers signatory thereto (each, a “Purchaser” and, collectively, the “Purchasers”)Purchase Agreement • October 3rd, 2008 • Genspera Inc • New York
This Letter Agreement may not be amended or otherwise modified in any respect without the written consent of each of the Company, each Purchaser and the undersigned. This Letter Agreement shall be construed and enforced in accordance with the laws of the State of New York without regard to the principles of conflict of laws. The undersigned hereby irrevocably submits to the exclusive jurisdiction of the United States District Court sitting in the Southern District of New York and the courts of the State of New York located in Manhattan, for the purposes of any suit, action or proceeding arising out of or relating to this Letter Agreement, and hereby waives, and agrees not to assert in any such suit, action or proceeding, any claim that (i) it is not personally subject to the jurisdiction of such court, (ii) the suit, action or proceeding is brought in an inconvenient forum, or (iii) the venue of the suit, action or proceeding is improper. The undersigned hereby irrevocably waives perso
COMMON STOCK PURCHASE WARRANT GENSPERA, INC.Genspera Inc • May 25th, 2010 • 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).
