0001104659-21-101442 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 6th, 2021 • Regenerx Biopharmaceuticals Inc • Pharmaceutical preparations

This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 28, 2021, between RegeneRx Biopharmaceuticals, 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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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • August 6th, 2021 • Regenerx Biopharmaceuticals Inc • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of June 28, 2021, 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”).

SERIES A COMMON STOCK PURCHASE WARRANT REGENERX BIOPHARMACEUTICALS, INC.
Series a Common Stock Purchase Warrant • August 6th, 2021 • Regenerx Biopharmaceuticals Inc • Pharmaceutical preparations

THIS SERIES A 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 5:00 p.m. (New York City time) on June 30, 2023 (the “Termination Date”) but not thereafter, to subscribe for and purchase from RegeneRx Biopharmaceuticals, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, 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).

SERIES B COMMON STOCK PURCHASE WARRANT REGENERX BIOPHARMACEUTICALS, INC.
Common Stock Purchase Agreement • August 6th, 2021 • Regenerx Biopharmaceuticals Inc • Pharmaceutical preparations

THIS SERIES B 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 5:00 p.m. (New York City time) on June 30, 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from RegeneRx Biopharmaceuticals, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, 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).

LOCK-UP AGREEMENT
Lock-Up Agreement • August 6th, 2021 • Regenerx Biopharmaceuticals Inc • Pharmaceutical preparations • New York

Re: Securities Purchase Agreement, dated as of ________________, 2021 (the “Purchase Agreement”), between RegeneRx Biopharmaceuticals, Inc. (the “Company”) and the purchasers signatory thereto (each, a “Purchaser” and, collectively, the “Purchasers”)

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