SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 30th, 2009 • Regenerx Biopharmaceuticals Inc • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of September 30, 2009, between RegeneRx Biopharmaceuticals, 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”).
PLACEMENT AGENCY AGREEMENT September 30, 2009Placement Agency Agreement • September 30th, 2009 • Regenerx Biopharmaceuticals Inc • Pharmaceutical preparations • New York
RegeneRx Biopharmaceuticals, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions herein, to issue and sell an aggregate of up to (i) 4,512,195 shares (the “Shares”) of its common stock, $0.001 par value per share (the “Common Stock”), and (ii) 2,256,098 warrants to purchase shares of Common Stock (the “Warrants”, and together with the Shares, the “Securities”), to certain investors (each an “Investor” and, collectively, the "Investors”), in an offering under its registration statement on Form S-3 (Registration No. 333-150675). The shares of Common Stock issuable upon exercise of the Warrants are hereinafter referred to as the Warrant Shares. The Securities are more fully described in the Prospectus (as defined below). The Company desires to engage Roth Capital Partners, LLC and Boenning & Scattergood, Inc. in connection with such issuance and sale of the Securities.
COMMON STOCK PURCHASE WARRANT REGENERX BIOPHARMACEUTICALS, INC.Common Stock Purchase Warrant • September 30th, 2009 • Regenerx Biopharmaceuticals Inc • 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 RegeneRx Biopharmaceuticals, Inc., a Delaware corporation (the “Company”), up to _____ shares (the “Warrant Shares”) of Common Stock.
