THIS WARRANT
AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED WITH THE
SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF
ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS AND,
ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR
PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND
IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY
LAWS.
REGENERX BIOPHARMACEUTICALS,
INC.
WARRANT TO PURCHASE COMMON
STOCK
Void After September 30,
2014
THIS CERTIFIES THAT, for value received,
CHAUMIERE-CONSULTADORIA & SERVICOS SDC UNIPESSOAL LDA, or its
permitted registered assigns (the “ Holder
”), is entitled to subscribe for and purchase at the Exercise
Price (defined below) from REGENERX BIOPHARMACEUTICALS, INC., a
Delaware corporation (the “ Company ”) up
to 609,756 shares of the common stock of the Company, par value
$0.001 per share (the “ Common Stock ”).
This Warrant has been issued pursuant to that certain Securities
Purchase Agreement between the Company and the Holder dated as of
September 30, 2009 (the “ Purchase
Agreement ”).
Capitalized terms used herein but not otherwise
defined herein shall have their respective meanings as set forth in
the Purchase Agreement. As used herein, the following terms shall
have the following respective meanings:
(a) “ Business Day
” means a day, other than a Saturday or Sunday, on which
banks in New York City are open for the general transaction of
business.
(b) “ Exercise Period
” shall mean the period commencing with the date that is six
months after the date hereof and ending at 5:30 p.m. New York City
time on September 30, 2014.
(c) “ Exercise Price
” shall mean $1.12 per share, subject to adjustment pursuant
to Section 5 below.
(d) “
Exercise Date ” shall have the meaning set
forth in Section 3.1(b) hereof.
(e) “ Exercise Shares
” shall mean the shares of Common Stock issuable upon
exercise of this Warrant.
(f) “
Expiration Date ” shall mean 5:30 p.m. New York
City time on September 30, 2014.
(g) “ Trading Day
” shall mean (i) any day on which the Common Stock is
listed or quoted and traded on its primary Trading Market,
(ii) if the Common Stock is not then listed or quoted and
traded on any Trading Market, then a day on which trading occurs on
the OTC Bulletin Board (or any successor thereto), or (iii) if
trading does not occur on the OTC Bulletin Board (or any successor
thereto), any Business Day.
(h) “ Trading Market
” means whichever of the New York Stock Exchange, the NYSE
Amex, the NASDAQ Global Select Market, the NASDAQ Global Market,
the NASDAQ Capital Market or the OTC Bulletin Board on which the
Common Stock is listed or quoted for trading on the date in
question.
3.1.
Exercise of Warrant.
(a) The rights represented by this Warrant
may be exercised in whole or in part at any time during the
Exercise Period upon (i) delivery of an executed Notice of
Exercise in the form attached hereto to the Company at its address
set forth on the signature page hereto (or at such other address as
it may designate by notice in writing to the Holder),
(ii) surrender of this Warrant and (iii) payment of the
Exercise Price for the number of Exercise Shares as to which this
Warrant is being exercised. The delivery by (or on behalf of) the
Holder of the Exercise Notice and the applicable Exercise Price as
provided above shall constitute the Holder’s certification to
the Company that its representations contained in
Section 4.2(b), (c) and (d) of the Purchase
Agreement are true and correct as of the Exercise Date as if remade
in their entirety (or, in the case of any transferee Holder that is
not a party to the Purchase Agreement, such transferee
Holder’s certification to the Company that such
representations are true and correct as to such assignee Holder as
of the Exercise Date).
(b) With respect to each exercise of this
Warrant pursuant to Section 3.1(a) above, the Exercise Date
shall be deemed to be the date the Exercise Price is received by
the Company. The Exercise Shares shall be deemed to have been
issued, and Holder or any other person so designated to be named
therein shall be deemed to have become a holder of record of such
shares for all purposes, as of the Exercise Date. The person in
whose name any certificate or certificates for Exercise Shares are
to be issued upon exercise of this Warrant shall be deemed to have
become the holder of record of such shares on the Exercise Date,
irrespective of the date of delivery of such certificate or
certificates, except that, if the date of such surrender and
payment is a date when the stock transfer books of the Company are
closed, such person shall be deemed to have become the holder of
such shares at the close of business on the next succeeding date on
which the stock transfer books are open.
(c) Certificates for shares purchased
hereunder shall be transmitted by the transfer agent of the Company
to the Holder by crediting the account of the Holder’s prime
broker with the Depository Trust Company through its Deposit
Withdrawal Agent Commission system if the Company is a participant
in such system, and otherwise by physical delivery to the address
specified by the Holder in the Notice of Exercise within three
business days from the delivery to the Company of the Notice of
Exercise, surrender of this Warrant and payment of the aggregate
Exercise Price as set forth above.
2
3.2. Issuance of New Warrants.
Upon any partial exercise of this
Warrant, the Company, at its expense, will forthwith and, in any
event within five business days, issue and deliver to the Holder a
new warrant or warrants of like tenor, registered in the name of
the Holder, exercisable, in the aggregate, for the balance of the
number of shares of Common Stock remaining available for purchase
under the Warrant.
3.3. Payment of Taxes and Expenses.
The Company shall pay any recording,
filing, stamp or similar tax which may be payable in respect of any
transfer involved in the issuance of, and the preparation and
delivery of certificates (if applicable) representing, (i) any
Exercise Shares purchased upon exercise of this Warrant and/or
(ii) new or replacement warrants in the Holder’s name or
the name of any transferee of all or any portion of this
Warrant.
4. COVENANTS
OF THE COMPANY.
4.1. Covenants as to Exercise Shares.
The Company covenants and agrees
that all Exercise Shares that may be issued upon the exercise of
the rights represented by this Warrant will, upon issuance, be
validly issued and outstanding, fully paid and nonassessable, and
free from all taxes, liens and charges with respect to the issuance
thereof. The Company further covenants and agrees that the Company
will at all times during the Exercise Period, have authorized and
reserved, free from preemptive rights, a sufficient number of
shares of Common Stock to provide for the exercise of the rights
represented by this Warrant. If at any time during the Exercise
Period the number of authorized but unissued shares of Common Stock
shall not be sufficient to permit exercise of this Warrant, the
Company will take such corporate action as may, in the opinion of
its counsel, be necessary to increase its authorized but unissued
shares of Common Stock to such number of shares as shall be
sufficient for such purposes.
4.2. No Impairment. Except to the extent as waived or consented to
by the Holder, the Company will not, by amendment of its
Certificate of Incorporation or through any reorganization,
transfer of assets, consolidation, merger, dissolution, issue or
sale of securities or any
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