___________ __, 2014


 


STRICTLY CONFIDENTIAL


 


GenSpera, Inc.


Craig Dionne


Chief Executive Officer


2511 N Loop 1604 W, Suite 204


San Antonio, TX 78258


 


Dear Sirs:


 


This letter agreement
(this “Agreement”) constitutes the agreement between GenSpera, Inc. (the “Company”) and H.C.
Wainwright & Co., LLC (“Wainwright”) that Wainwright shall serve as the exclusive placement agent, advisor
or underwriter in the offering (the “Offering”) of securities of the Company (“Securities”)
during the Term (as defined below) of this Agreement in connection with any offering using a placement agent, advisor or underwriter.
The terms of the Offering and the Securities issued in connection therewith shall be mutually agreed upon by the Company and Wainwright
and nothing herein implies that Wainwright would have the power or authority to bind the Company and nothing herein implies that
the Company shall have an obligation to issue any Securities. It is understood that Wainwright’s assistance in the Offering
will be subject to the satisfactory completion of such investigation and inquiry into the affairs of the Company as Wainwright
deems appropriate under the circumstances and to the receipt of all internal approvals of Wainwright in connection with the transaction.
The Company expressly acknowledges and agrees that Wainwright’s involvement in the Offering is strictly on a reasonable best
efforts basis and that the consummation of an Offering will be subject to, among other things, market conditions. The execution
of this Agreement does not constitute a commitment by Wainwright to purchase the Securities and does not ensure the success of
the Offering of the Securities. Wainwright may retain other brokers, dealers, agents or underwriters on its behalf in connection
with the Offering. Notwithstanding the foregoing, during the Term, the Company shall be permitted to undertake a non-banked (ie.
without the services of another placement agent, underwriter or broker-dealer) equity financing of up to, in the aggregate, $2,000,000
of securities with existing, individual (non-institutional) shareholders having terms no more favorable than those of the Offering
(“Company Offering”).


 


A.Compensation;
Reimbursement. At the closing of the Offering ( “Closing”), the Company shall compensate Wainwright as follows:


 


1.Cash
Fee. The Company shall pay to Wainwright a cash fee, or as to an underwritten Offering an underwriter discount, equal to 8%
of the aggregate gross cash proceeds raised in the Offering (when determining gross proceeds in this Agreement, any proceeds raised
in any multiple closing transaction or “additional investment right” shall be deemed part of such determination when
such component is exercised, but not including the proceeds of any warrants with an exercise period of more than 13 months); provided,
however, Wainwright’s cash fee on the investors, if any, on the T.R. Winston tail list set forth on Schedule A
hereto (“TRW Tail Investors”) shall be reduced to 4% of the aggregate gross cash proceeds raised by such
TRW Tail Investors during the period that T.R. Winston’s tail is in effect (without extension); provided, further,
Wainwright shall not be entitled to any cash fee for proceeds raised in a Company Offering.


 


 


 









430 Park Avenue | New York,
New York 10022 | 212.356.0500 | www.hcwco.com


Member: FINRA/SIPC







 






    	 



    	 



    

 


2.Warrant
Coverage. The Company shall issue to Wainwright or its designees at the Closing, warrants (the “Wainwright Warrants”)
to purchase that number of shares of common stock of the Company equal to 8% of the aggregate number of shares of Common Stock
issued or issuable upon conversion in the Offering (if the Securities include an “additional investment right” or multiple
closing transaction such components shall be included and issued when such component is exercised but not including the components
of any warrants with an exercise period of more than 13 months); provided, however, Wainwright’s cash fee on
the investors, if any, on the TRW Tail Investors shall be reduced to 4% of the aggregate number of shares of Common Stock issued
or issuable upon conversion to such TRW Tail Investors. Notwithstanding the forgoing, any securities issued for consideration other
than cash in the Offering, shall not be included in the number of shares of Common Stock. If the Securities included in an Offering
are non-convertible, the Wainwright Warrants shall be determined by dividing the gross proceeds raised in such Offering divided
by the then market price of the Common Stock. The Wainwright Warrants shall have the same terms as the warrants issued to investors
in the applicable Offering. If no warrants are issued to investors in an Offering, the Wainwright Warrants shall be in a customary
form reasonably acceptable to Wainwright, have a term of 5 years (if in a registered offering, from the effective date of the applicable
registration statement and otherwise from the date of issuance), an exercise price equal to 110% of the then market price of the
Common Stock and provide for cashless exercise in the event the shares underlying the warrants are not subject to an effective
registration statement at the time of exercise. Notwithstanding the foregoing, the warrants will not contain any non-standard anti-dilution
protection or so called price-protection provisions. Notwithstanding anything herein to the contrary, Wainwright shall not be entitled
to Wainwright Warrants on any securities issued in a Company Offering.


 


3.Expense
Allowance. Out of the proceeds of the Closing, the Company also agrees to pay Wainwright (a) a non-accountable expense allowance
equal to 0.5% of the gross proceeds raised in such Offering and (b) reimburse Wainwright for its legal fees and expenses in an
amount equal to $50,000 (provided, however, that such reimbursement amount in no way limits or impairs the indemnification
and contribution provisions of this Agreement). $15,000 of such legal reimbursement shall be payable immediately upon the execution
of this Agreement and the balance upon the closing of the Offering.


 


4.Tail
Fee. Wainwright shall be entitled to cash compensation under clause 1 hereunder, calculated in the manner set forth therein,
with respect to any public or private offering or other financing or capital-raising transaction of any kind (“Tail Financing”)
to the extent that such financing or capital is provided to the Company by investors whom Wainwright had introduced, directly or
indirectly to the Company during Term (“Tail Investor”), if such Tail Financing is consummated at any time within
the 12-month period following the expiration or termination of this Agreement. Following the completion of the Offering, upon the
request of the Company, Wainwright will provide the Company of list of prospective Tail Investors for whom a Tail Financing fee
will be applicable. In the event such list is requested, only investors contained on such list shall be considered Tail Investors.
For clarity and avoidance of doubt, without limiting the list of prospective Tail Investors, such Tail Investor list shall include
those investors set forth on Schedule B.


 


B.Term and Termination
of Engagement; Exclusivity. Either party may terminate this engagement at any time by providing 30 days’ prior written
notice of termination after the date hereof. Notwithstanding anything to the contrary contained herein, the provisions in this
Agreement concerning indemnification and contribution will survive any expiration or termination of this Agreement. Upon any termination
of this Agreement, HCW shall be entitled to receive only out-of-pocket accountable expenses actually incurred. Except as provided
for in this paragraph, during the Term: (i) the Company will not, and will not permit its representatives to, other than in coordination
with Wainwright, contact or solicit institutions, corporations or other entities or individuals as potential purchasers of the
Securities (ii) the Company will not pursue any financing transaction and (iii) the Company will not engage any other investment
bank, placement agent or underwriter to pursue any financing transaction which would be in lieu of the Offering. Furthermore, the
Company agrees that during Wainwright’s engagement hereunder, all inquiries with respect to the Offering from prospective
investors will be referred to Wainwright.


 



    	2



    	 



    

 





C. Right of
Participation. After the consummation of an Offering, other than in a Company Offering, if the Company or any of its subsidiaries
decides to raise funds by means of a public offering or a private placement of equity or debt securities using an underwriter or
placement agent, Wainwright (or any affiliate designated by Wainwright) shall have the right to act as lead underwriter or lead
manager receiving at least 80% of the aggregate economics for each public or private equity or public debt offerings during the
Right of Participation Period (as defined below). The “Right of Participation Period” shall be defined as:


 


		(i)	If the aggregate proceeds for the Offering (including proceeds from any “over-allotment”,
“greenshoe”, “additional investment right” or short term greenshoe warrant component) is $2 million or
less, the 10 months following the Term (but in no event later than 36 months from the effective date of a registration statement
relating to such Offering, if any);



		(ii)	If the aggregate proceeds for the Offering (including proceeds from any “over-allotment”,
“greenshoe”, “additional investment right” or short term greenshoe warrant component) is greater than $2
million and less than $3 million, the 15 months following the Term (but in no event later than 36 months from the effective date
of a registration statement relating to such Offering, if any); and



		(iii)	If the aggregate proceeds for the Offering (including proceeds from any “over-allotment”,
“greenshoe”, “additional investment right” or short term greenshoe warrant component) is greater than $3
million, the 18 months following the Term (but in no event later than 36 months from the effective date of a registration statement
relating to such Offering, if any).



 


If Wainwright or one
of its affiliates decides to accept any such engagement, the agreement governing such engagement will contain, among other things,
provisions for customary fees for transactions of similar size and nature and the provisions of this Agreement, including indemnification,
which are appropriate to such a transaction. For purposes of clarity, nothing in the section shall be deemed to provide Wainwright
with any rights of participation with respect to an offering of securities by the Company which does not utilize an investment
bank, placement agent or underwriter and is only with existing, individual (non-institutional) shareholders.


 


(iv)Information;
Reliance. The Company shall furnish, or cause to be furnished, to Wainwright all information requested by Wainwright for the
purpose of rendering services hereunder (all such information being the “Information”). In addition, the Company
agrees to make available to Wainwright upon request from time to time the officers, directors, accountants, counsel and other advisors
of the Company. The Company recognizes and confirms that Wainwright (a) will use and rely on the Information, including any documents
provided to investors in the Offering (the “Offering Documents” which shall include any Purchase Agreements
(as defined below)), and on information available from generally recognized public sources in performing the services contemplated
by this Agreement without having independently verified the same; (b) does not assume responsibility for the accuracy or completeness
of the Offering Documents or the Information and such other information; and (c) will not make an appraisal of any of the assets
or liabilities of the Company. Upon reasonable request, the Company will meet with Wainwright or its representatives to discuss
all information relevant for disclosure in the Offering Documents and will cooperate in any investigation undertaken by Wainwright
thereof, including any document included or incorporated by reference therein. At the Closing, at the request of Wainwright, the
Company shall deliver such legal letters, comfort letters and officer’s certificates, all in form and substance satisfactory
to Wainwright and its counsel as is customary for similar offerings. Wainwright shall be a third party beneficiary of any representations,
warranties, covenants and closing conditions made by the Company in any Offering Documents, including representations, warranties,
covenants and closing conditions made to any investor in an Offering.


 






    	3



    	 



    

 


(v)Related Agreements.
At the Closing, the Company shall enter into the following additional agreements:


 


a.Underwritten
Offering. If the Offering is an underwritten Offering, the Company and Wainwright shall enter into a customary underwriting
agreement in form and substance satisfactory to Wainwright and its counsel.


 


b.Best
Efforts Offering. If the Offering is on a best efforts basis, the sale of Securities to the investors in the Offering will
be evidenced by a purchase agreement (“Purchase Agreement”) between the Company and such investors in a form
reasonably satisfactory to the Company and Wainwright. Prior to the signing of any Purchase Agreement, officers of the Company
with responsibility for financial affairs will be available to answer inquiries from prospective investors.


 


c.Escrow.
The Company and Wainwright shall enter into an escrow agreement with a third party escrow agent pursuant to which Wainwright’s
compensation shall be paid from the gross proceeds of the Securities sold. The Company shall bear the cost of the escrow agent.


 


d.FINRA
Amendments. Notwithstanding anything herein to the contrary, in the event that Wainwright determines that any of the terms
provided for hereunder shall not comply with a FINRA rule, including but not limited to FINRA Rule 5110, then the Company shall
agree to amend this Agreement (or include such revisions in the final underwriting) in writing upon the request of Wainwright to
comply with any such rules; provided that any such amendments shall not provide for terms that are less favorable to the Company.


 


(vi)Confidentiality.
In the event of the consummation or public announcement of any Offering, Wainwright shall have the right to disclose its participation
in such Offering, including, without limitation, the Offering at its cost of “tombstone” advertisements in financial
and other newspapers and journals.


 


(vii)Indemnity.


 


1.In
connection with the Company’s engagement of Wainwright as Offering agent, the Company hereby agrees to indemnify and hold
harmless Wainwright and its affiliates, and the respective controlling persons, directors, officers, members, shareholders, agents
and employees of any of the foregoing (collectively the “Indemnified Persons”), from and against any and all
claims, actions, suits, proceedings (including those of shareholders), damages, liabilities and expenses incurred by any of them
(including the reasonable fees and expenses of counsel), as incurred, (collectively a “Claim”), that are (A)
related to or arise out of (i) any actions taken or omitted to be taken (including any untrue statements made or any statements
omitted to be made) by the Company, or (ii) any actions taken or omitted to be taken by any Indemnified Person in connection with
the Company’s engagement of Wainwright, or (B) otherwise relate to or arise out of Wainwright’s activities on the Company’s
behalf under Wainwright’s engagement, and the Company shall reimburse any Indemnified Person for all expenses (including
the reasonable fees and expenses of counsel) as incurred by such Indemnified Person in connection with investigating, preparing
or defending any such claim, action, suit or proceeding, whether or not in connection with pending or threatened litigation in
which any Indemnified Person is a party. The Company will not, however, be responsible for any Claim that is finally judicially
determined to have resulted from the gross negligence or willful misconduct of any person seeking indemnification for such Claim.
The Company further agrees that no Indemnified Person shall have any liability to the Company for or in connection with the Company’s
engagement of Wainwright except for any Claim incurred by the Company as a result of such Indemnified Person’s gross negligence
or willful misconduct.


 






    	4



    	 



    

 


2.The
Company further agrees that it will not, without the prior written consent of Wainwright, settle, compromise or consent to the
entry of any judgment in any pending or threatened Claim in respect of which indemnification may be sought hereunder (whether or
not any Indemnified Person is an actual or potential party to such Claim), unless such settlement, compromise or consent includes
an unconditional, irrevocable release of each Indemnified Person from any and all liability arising out of such Claim.


 


3.Promptly
upon receipt by an Indemnified Person of notice of any complaint or the assertion or institution of any Claim with respect to which
indemnification is being sought hereunder, such Indemnified Person shall notify the Company in writing of such complaint or of
such assertion or institution but failure to so notify the Company shall not relieve the Company from any obligation it may have
hereunder, except and only to the extent such failure results in the forfeiture by the Company of substantial rights and defenses.
If the Company so elects or is requested by such Indemnified Person, the Company will assume the defense of such Claim, including
the employment of counsel reasonably satisfactory to such Indemnified Person and the payment of the fees and expenses of such counsel.
In the event, however, that legal counsel to such Indemnified Person reasonably determines that having common counsel would present
such counsel with a conflict of interest or if the defendant in, or target of, any such Claim, includes an Indemnified Person and
the Company, and legal counsel to such Indemnified Person reasonably concludes that there may be legal defenses available to it
or other Indemnified Persons different from or in addition to those available to the Company, then such Indemnified Person may
employ its own separate counsel to represent or defend him, her or it in any such Claim and the Company shall pay the reasonable
fees and expenses of such counsel. Notwithstanding anything herein to the contrary, if the Company fails timely or diligently to
defend, contest, or otherwise protect against any Claim, the relevant Indemnified Party shall have the right, but not the obligation,
to defend, contest, compromise, settle, assert crossclaims, or counterclaims or otherwise protect against the same, and shall be
fully indemnified by the Company therefor, including without limitation, for the reasonable fees and expenses of its counsel and
all amounts paid as a result of such Claim or the compromise or settlement thereof. In addition, with respect to any Claim in which
the Company assumes the defense, the Indemnified Person shall have the right to participate in such Claim and to retain his, her
or its own counsel therefor at his, her or its own expense.


 


4.The
Company agrees that if any indemnity sought by an Indemnified Person hereunder is held by a court to be unavailable for any reason
then (whether or not Wainwright is the Indemnified Person), the Company and Wainwright shall contribute to the Claim for which
such indemnity is held unavailable in such proportion as is appropriate to reflect the relative benefits to the Company, on the
one hand, and Wainwright on the other, in connection with Wainwright’s engagement referred to above, subject to the limitation
that in no event shall the amount of Wainwright’s contribution to such Claim exceed the amount of fees actually received
by Wainwright from the Company pursuant to Wainwright’s engagement. The Company hereby agrees that the relative benefits
to the Company, on the one hand, and Wainwright on the other, with respect to Wainwright’s engagement shall be deemed to
be in the same proportion as (a) the total value paid or proposed to be paid or received by the Company pursuant to the applicable
Offering (whether or not consummated) for which Wainwright is engaged to render services bears to (b) the fee paid or proposed
to be paid to Wainwright in connection with such engagement.


 


5.The
Company’s indemnity, reimbursement and contribution obligations under this Agreement (a) shall be in addition to, and shall
in no way limit or otherwise adversely affect any rights that any Indemnified Party may have at law or at equity and (b) shall
be effective whether or not the Company is at fault in any way.


 






    	5



    	 



    

 


(viii)Limitation
of Engagement to the Company. The Company acknowledges that Wainwright has been retained only by the Company, that Wainwright
is providing services hereunder as an independent contractor (and not in any fiduciary or agency capacity) and that the Company’s
engagement of Wainwright is not deemed to be on behalf of, and is not intended to confer rights upon, any shareholder, owner or
partner of the Company or any other person not a party hereto as against Wainwright or any of its affiliates, or any of its or
their respective officers, directors, controlling persons (within the meaning of Section 15 of the Securities Act or Section 20
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), employees or agents. Unless otherwise
expressly agreed in writing by Wainwright, no one other than the Company is authorized to rely upon this Agreement or any other
statements or conduct of Wainwright, and no one other than the Company is intended to be a beneficiary of this Agreement. The Company
acknowledges that any recommendation or advice, written or oral, given by Wainwright to the Company in connection with Wainwright’s
engagement is intended solely for the benefit and use of the Company’s management and directors in considering a possible
Offering, and any such recommendation or advice is not on behalf of, and shall not confer any rights or remedies upon, any other
person or be used or relied upon for any other purpose. Wainwright shall not have the authority to make any commitment binding
on the Company. The Company, in its sole discretion, shall have the right to reject any investor introduced to it by Wainwright.


 


(ix)Limitation
of Wainwright’s Liability to the Company. Wainwright and the Company further agree that neither Wainwright nor any of
its affiliates or any of its their respective officers, directors, controlling persons (within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act), employees or agents shall have any liability to the Company, its security holders
or creditors, or any person asserting claims on behalf of or in the right of the Company (whether direct or indirect, in contract,
tort, for an act of negligence or otherwise) for any losses, fees, damages, liabilities, costs, expenses or equitable relief arising
out of or relating to this Agreement or the services rendered hereunder, except for losses, fees, damages, liabilities, costs or
expenses that arise out of or are based on any action of or failure to act by Wainwright and that are finally judicially determined
to have resulted solely from the gross negligence or willful misconduct of Wainwright.


 


(x)Governing
Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements
made and to be fully performed therein. Any disputes that arise under this Agreement, even after the termination of this Agreement,
will be heard only in the state or federal courts located in the City of New York, State of New York. The parties hereto expressly
agree to submit themselves to the jurisdiction of the foregoing courts in the City of New York, State of New York. The parties
hereto expressly waive any rights they may have to contest the jurisdiction, venue or authority of any court sitting in the City
and State of New York. In the event of the bringing of any action, or suit by a party hereto against the other party hereto, arising
out of or relating to this Agreement, the party in whose favor the final judgment or award shall be entered shall be entitled to
have and recover from the other party the costs and expenses incurred in connection therewith, including its reasonable attorneys’
fees. Any rights to trial by jury with respect to any such action, proceeding or suit are hereby waived by Wainwright and the Company.


 


(xi)Notices.
All notices hereunder will be in writing and sent by certified mail, hand delivery, overnight delivery, fax or electronic mail,
if sent to Wainwright, to H. C. Wainwright & Co. LLC, at the address set forth on the first page hereof, e-mail: notices@hcwco.com,
Attention: Head of Investment Banking, and if sent to the Company, to the address set forth on the first page hereof, if by electronic
mail cdionne@genspera.com or fax number (210) 479-8113 Attention: Chief Executive Officer, with a copy to rsilvestre@silvestrelaw.com
.. Notices sent by certified mail shall be deemed received five days thereafter, notices sent by hand delivery or overnight delivery
shall be deemed received on the date of the relevant written record of receipt, notices delivered by fax shall be deemed received
as of the date and time printed thereon by the fax machine and notices delivered by electronic mail shall be deemed received as
of the date and time contained on the electronic mail.


 






    	6



    	 



    

 


(xii)Conflicts.
The Company acknowledges that Wainwright and its affiliates may have and may continue to have investment banking and other relationships
with parties other than the Company pursuant to which Wainwright may acquire information of interest to the Company. Wainwright
shall have no obligation to disclose such information to the Company or to use such information in connection with any contemplated
transaction.


 


(xiii)Anti-Money
Laundering. To help the United States government fight the funding of terrorism and money laundering, the federal laws of the
United States requires all financial institutions to obtain, verify and record information that identifies each person with whom
they do business. This means we must ask you for certain identifying information, including a government-issued identification
number (e.g., a U.S. taxpayer identification number) and such other information or documents that we consider appropriate to verify
your identity, such as certified articles of incorporation, a government-issued business license, a partnership agreement or a
trust instrument.


 


(xiv)Miscellaneous.
The Company represents and warrants that it has all requisite power and authority to enter into and carry out the terms and provisions
of this Agreement and the execution, delivery and performance of this Agreement does not breach or conflict with any agreement,
document or instrument to which it is a party or bound. This Agreement shall not be modified or amended except in writing signed
by Wainwright and the Company. This Agreement shall be binding upon and inure to the benefit of both Wainwright and the Company
and their respective assigns, successors, and legal representatives. This Agreement constitutes the entire agreement of Wainwright
and the Company with respect to this Offering and supersedes any prior agreements with respect to the subject matter hereof. If
any provision of this Agreement is determined to be invalid or unenforceable in any respect, such determination will not affect
such provision in any other respect, and the remainder of the Agreement shall remain in full force and effect. This Agreement may
be executed in counterparts (including facsimile counterparts), each of which shall be deemed an original but all of which together
shall constitute one and the same instrument. This letter agreement supersedes and terminates that certain letter agreement dated
February 26, 2014 which shall no longer be of any force or effect.


 


*********************






    	7



    	 



    






In acknowledgment that
the foregoing correctly sets forth the understanding reached by Wainwright and the Company, please sign in the space provided below,
whereupon this letter shall constitute a binding Agreement as of the date indicated above.


 


	 	Very truly yours,
	 	 
	 	H.C. WAINWRIGHT & CO., LLC
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 


 


 


	Accepted and Agreed:	 	 	 
	 	 	 	 
	GenSpera, inc.	 	 	 
	 	 	 	 	 	 
	By:	 	 	 	 	 
	 	Name:	 	 	 	 
	 	Title:	 	 	 	 


 


 


 



    	8