0001144204-09-010116 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 20th, 2009 • Genspera Inc • Pharmaceutical preparations

This Registration Rights Agreement (this “Agreement”) is made and entered into as of December ___, 2008, 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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COMMON STOCK PURCHASE WARRANT GENSPERA, INC.
Genspera Inc • February 20th, 2009 • 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 AGREEMENT
Securities 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”).

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