0000749647-11-000154 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 6th, 2011 • Celsion CORP • Pharmaceutical preparations • New York

This Registration Rights Agreement (the “Agreement”) is made and entered into as of this 1st day of December, 2011 by and among Celsion Corporation, a Delaware corporation (the “Company”), and the Investors named in that certain Purchase Agreement by and among the Company and the Investors dated as of December 1, 2011 (the “Purchase Agreement”).

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CELSION CORPORATION Warrant To Purchase Common Stock
Securities Purchase Agreement • December 6th, 2011 • Celsion CORP • Pharmaceutical preparations • New York

Celsion Corporation, a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, ___________, the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, pursuant to this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”), at any time or times on or after the Issuance Date , but not after 11:59 p.m., New York time, on the Expiration Date (as defined below), _________ (_______) fully paid nonassessable shares of Common Stock (as defined below) (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant shall have the meanings set forth in Section 16. This Warrant is one of a series of similar warrants to purchas

STRICTLY CONFIDENTIAL Michael Tardugno President & Chief Executive Officer Celsion Corporation
Letter Agreement • December 6th, 2011 • Celsion CORP • Pharmaceutical preparations
PURCHASE AGREEMENT
Purchase Agreement • December 6th, 2011 • Celsion CORP • Pharmaceutical preparations • New York

THIS PURCHASE AGREEMENT (“Agreement”) is made as of the 1st day of December, 2011 by and among Celsion Corporation, a Delaware corporation (the “Company”), and the Investors set forth on the signature pages affixed hereto (each an “Investor” and collectively the “Investors”).

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