0001144204-16-138868 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • December 12th, 2016 • Inspyr Therapeutics, Inc. • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of December 9, 2016, 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”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 12th, 2016 • Inspyr Therapeutics, Inc. • Pharmaceutical preparations

This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 9, 2016, 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”).

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

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