exv10w2






Exhibit 10.2




PURCHASE AGREEMENT




     PURCHASE AGREEMENT (the “Agreement”), dated as of January 4, 2011, by and between REGENERX
BIOPHARMACEUTICALS, INC., a Delaware corporation, (the “Company”), and LINCOLN PARK CAPITAL FUND,
LLC, an Illinois limited liability company (the “Investor”).



WHEREAS:



Subject to the terms and conditions set forth in this Agreement, the Company wishes to sell to the
Investor, and the Investor wishes to buy from the Company, up to Eleven Million Dollars
($11,000,000) of the Company’s common stock, $0.001 par value per share (the “Common Stock”). The
shares of Common Stock to be purchased hereunder are referred to herein as the “Purchase Shares.”



NOW THEREFORE, the Company and the Investor hereby agree as follows:





			
	     1.	 	CERTAIN DEFINITIONS.





     For purposes of this Agreement, the following terms shall have the following meanings:



     (a) “Accelerated Purchase Notice” shall mean an irrevocable written notice from the Company to
the Investor directing the Investor to buy such Accelerated Purchase Amount in Purchase Shares as
specified by the Company therein on the Purchase Date.



     (b) “Available Amount” means initially Eleven Million Dollars ($11,000,000) in the aggregate
which amount shall be reduced by the Purchase Amount each time the Investor purchases shares of
Common Stock pursuant to Section 2 hereof.



     (c) “Bankruptcy Law” means Title 11, U.S. Code, or any similar federal or state law for the
relief of debtors.



     (d) “Business Day” means any day on which the Principal Market is open for trading including
any day on which the Principal Market is open for trading for a period of time less than the
customary time.



     (e) “Closing Sale Price” means, for any security as of any date, the last closing sale price
for such security on the Principal Market as reported by the Principal Market, or, if the Principal
Market is not the principal securities exchange or trading market for such security, the last
closing sale price of such security on the principal securities exchange or trading market where
such security is listed or traded as reported by the Principal Market.



     (f) “Confidential Information” means any information disclosed by either party to the other
party, either directly or indirectly, in writing, orally or by inspection of tangible objects
(including, without limitation, documents, prototypes, samples, plant and equipment), which is
designated as “Confidential,” “Proprietary” or some similar designation. Information communicated
orally shall be considered Confidential Information if such information is confirmed in writing as
being Confidential Information within ten (10) Business Days after the initial disclosure.
Confidential Information may also include information disclosed to a disclosing party by third
parties. Confidential Information shall not, however, include any information which (i) was
publicly known and made generally available in the public domain prior to the time of disclosure by
the disclosing party; (ii) becomes publicly known and



 









 




made generally available after disclosure by the disclosing party to the receiving party through no
action or inaction of the receiving party; (iii) is already in the possession of the receiving
party at the time of disclosure by the disclosing party as shown by the receiving party’s files and
records immediately prior to the time of disclosure; (iv) is obtained by the receiving party from a
third party without a breach of such third party’s obligations of confidentiality; (v) is
independently developed by the receiving party without use of or reference to the disclosing
party’s Confidential Information, as shown by documents and other competent evidence in the
receiving party’s possession; or (vi) is required by law to be disclosed by the receiving party,
provided that the receiving party gives the disclosing party prompt written notice of such
requirement prior to such disclosure and assistance in obtaining an order protecting the
information from public disclosure.




     (g) “Custodian” means any receiver, trustee, assignee, liquidator or similar official under
any Bankruptcy Law.



     (h) “Exchange Act” means the Securities Exchange Act of 1934, as amended.



     (i) “Maturity Date” means the date that is 600 Business Days (30 Monthly Periods) from the
Commencement Date.



     (j) “Monthly Period” means each successive 20 Business Day period commencing with the
Commencement Date.



     (k) “Person” means an individual or entity including but not limited to any limited liability
company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization and
a government or any department or agency thereof.



     (l) “Principal Market” means initially the OTC Bulletin Board; provided however, that in the
event the Company’s Common Stock is ever listed or traded on the Nasdaq Global Market, the Nasdaq
Global Select Market, the Nasdaq Capital Market, the New York Stock Exchange, or the NYSE Amex, or
a successor to any such national securities exchange, then the “Principal Market” shall mean such
other market or exchange on which the Company’s Common Stock is then listed or traded.



     (m) “Purchase Amount” means, with respect to any particular purchase made hereunder, the
portion of the Available Amount to be purchased by the Investor pursuant to Section 2 hereof.



     (n) “Purchase Date” means with respect to any particular purchase made hereunder, the Business
Day on which the Investor receives by 10:00 a.m. eastern time of such Business Day a valid Regular
Purchase Notice or a valid Accelerated Purchase Notice that the Investor is to buy Purchase Shares
pursuant to Section 2 hereof.



     (o) “Purchase Price” means the lower of the (A) the lowest Sale Price of the Common Stock on
the Purchase Date and (B) the arithmetic average of the three (3) lowest Closing Sale Prices for
the Common Stock during the twelve (12) consecutive Business Days ending on the Business Day
immediately preceding such Purchase Date (to be appropriately adjusted for any reorganization,
recapitalization, non-cash dividend, stock split or other similar transaction).



     (p) “Regular Purchase Notice” shall mean an irrevocable written notice from the Company to the
Investor directing the Investor to buy such Regular Purchase Amount in Purchase Shares as specified
by the Company therein on the Purchase Date.



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     (q) “Sale Price” means any sale price for the shares of Common Stock on the Principal Market
as reported by the Principal Market.



     (r) “SEC” means the United States Securities and Exchange Commission.



     (s) “Securities Act” means the Securities Act of 1933, as amended.



     (t) “Transfer Agent” means the transfer agent of the Company as set forth in Section
11(f) hereof or such other person who is then serving as the transfer agent for the Company in
respect of the Common Stock.




			
	     2.	 	PURCHASE OF COMMON STOCK.





     Subject to the terms and conditions set forth in this Agreement, the Company has the right to
sell to the Investor, and the Investor has the obligation to purchase from the Company, Purchase
Shares as follows:



     (a) Commencement of Regular Sales of Common Stock. Upon the satisfaction of the
conditions set forth in Sections 7 and 8 hereof (the “Commencement,” and the date of satisfaction
of such conditions, the “Commencement Date”) the Company shall have the right but not the
obligation to direct the Investor by its delivery to the Investor of a Regular Purchase Notice from
time to time to buy Purchase Shares (each such purchase a “Regular Purchase”) in any amount up to
200,000 Purchase Shares per Regular Purchase Notice (and the amount so purchased, the “Regular
Purchase Amount”) at the Purchase Price on the Purchase Date. The Company may deliver a new
Regular Purchase Notice to the Investor so long as at least two (2) Business Days have passed since
the most recent Purchase Date.



     (b) Accelerated Purchases. At any time on or after the Commencement Date, the Company
shall also have the right to direct the Investor to buy up to 200,000 Purchase Shares (each such
purchase, an “Accelerated Purchase” and the amount so purchased, the “Accelerated Purchase Amount”)
per Accelerated Purchase Notice at the Accelerated Purchase Price on the Purchase Date by
delivering to the Investor Accelerated Purchase Notices provided that the Closing Sale Price of the
Common Stock must not be below $0.35 (subject to equitable adjustment for any reorganization,
recapitalization, non-cash dividend, stock split or other similar transaction) (the “Accelerated
Purchase Threshold Price”) on the Purchase Date. With respect to each such Accelerated Purchase,
the Company must deliver the Purchase Shares before 1:00 p.m. eastern time on the Business Day
following the Purchase Date. As used herein, the term “Accelerated Purchase Price” shall mean the
lesser of (i) the lowest Sale Price of the Common Stock on the Purchase Date or (ii) the lowest
Purchase Price during the previous five (5) Business Days prior to the date that the valid
Accelerated Purchase Notice was received by the Investor. However, if on any Purchase Date the
Closing Sale Price of the Common Stock is below the Accelerated Purchase Threshold Price, such
Accelerated Purchase shall be void and the Investor’s obligations to buy Purchase Shares in respect
of that Accelerated Purchase Notice shall be terminated. Thereafter, the Company shall again have
the right to submit an Accelerated Purchase Notice as set forth herein by delivery of a new
Accelerated Purchase Notice only if the Closing Sale Price of the Common Stock is at or above the
Accelerated Purchase Threshold Price on the date of the delivery of the Accelerated Purchase
Notice. The Company may deliver a new Accelerated Purchase Notice to the Investor so long as at
least two (2) Business Days have passed since the most recent Purchase Date.



     (c) Payment for Purchase Shares. The Investor shall pay to the Company an amount
equal to the Purchase Amount with respect to such Purchase Shares as full payment for such Purchase
Shares via wire transfer of immediately available funds on the same Business Day that the Investor



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receives such Purchase Shares if they are received by the Investor before 1:00 p.m. eastern time or
if received by the Investor after 1:00 p.m. eastern time, the next Business Day. The Company shall
not issue any fraction of a share of Common Stock upon any purchase. If the issuance would result
in the issuance of a fraction of a share of Common Stock, the Company shall round such fraction of
a share of Common Stock up or down to the nearest whole share. All payments made under this
Agreement shall be made in lawful money of the United States of America or wire transfer of
immediately available funds to such account as the Company may from time to time designate by
written notice in accordance with the provisions of this Agreement. Whenever any amount expressed
to be due by the terms of this Agreement is due on any day that is not a Business Day, the same
shall instead be due on the next succeeding day that is a Business Day.




     (d) Purchase Price Floor. The Company and the Investor shall not effect any sales
and purchases under this Agreement on any Purchase Date where the Purchase Price for any purchases
of Purchase Shares would be less than the Floor Price. “Floor Price” means $0.15, which shall be
appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or
other similar transaction.



     (e) Compliance with Principal Market Rules. The Company shall not be required to
issue any Purchase Shares under this Agreement if such issuance would breach the Company’s
obligations under the rules or regulations of the Principal Market.




			
	     3.	 	INVESTOR’S REPRESENTATIONS AND WARRANTIES.





     The Investor represents and warrants to the Company that as of the date hereof and as of the
Commencement Date:



     (a) Organization; Authority. Investor is an entity duly organized, validly existing
and in good standing under the laws of the jurisdiction of its organization with full right,
corporate or partnership power and authority to enter into and to consummate the transactions
contemplated by this Agreement and otherwise to carry out its obligations hereunder and thereunder.



     (b) Investment Purpose. The Investor is acquiring the Purchase Shares and Commitment
Shares (as defined below) (collectively, the “Securities”) as principal for its own account and not
with a view to or for distributing or reselling such Securities or any part thereof in violation of
the Securities Act or any applicable state securities law, has no present intention of distributing
any of such Securities in violation of the Securities Act or any applicable state securities law
and has no direct or indirect arrangement or understandings with any other persons to distribute or
regarding the distribution of such Securities in violation of the Securities Act or any applicable
state securities law (this representation and warranty not limiting the Investor’s right to sell
the Securities at any time pursuant to the Registration Statement (as defined herein) or otherwise
in compliance with applicable federal and state securities laws and with respect to the Additional
Commitment Shares, subject to Section 5(e) hereof). The Investor is acquiring the Securities
hereunder in the ordinary course of its business.



     (c) Accredited Investor Status. The Investor is an “accredited investor” as that term
is defined in Rule 501(a)(3) of Regulation D.



     (d) Reliance on Exemptions. The Investor understands that the Securities may be
offered and sold to it in reliance on specific exemptions from the registration requirements of
United States federal and state securities laws and that the Company is relying in part upon the
truth and accuracy of, and the Investor’s compliance with, the representations, warranties,
agreements, acknowledgments and



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understandings of the Investor set forth herein in order to determine the availability of such
exemptions and the eligibility of the Investor to acquire the Securities.




     (e) Information. The Investor understands that its investment in the Securities
involves a high degree of risk. The Investor (i) is able to bear the economic risk of an
investment in the Securities including a total loss, (ii) has such knowledge and experience in
financial and business matters that it is capable of evaluating the merits and risks of the
proposed investment in the Securities and (iii) has had an opportunity to ask questions of and
receive answers from the officers of the Company concerning the financial condition and business of
the Company and others matters related to an investment in the Securities. Neither such inquiries
nor any other due diligence investigations conducted by the Investor or its representatives shall
modify, amend or affect the Investor’s right to rely on the Company’s representations and
warranties contained in Section 4 below. The Investor has sought such accounting, legal and tax
advice as it has considered necessary to make an informed investment decision with respect to its
acquisition of the Securities.



     (f) No Governmental Review. The Investor understands that no United States federal or
state agency or any other government or governmental agency has passed on or made any
recommendation or endorsement of the Securities or the fairness or suitability of the investment in
the Securities nor have such authorities passed upon or endorsed the merits of the offering of the
Securities.



     (g) Transfer or Sale. The Investor understands that(i) the Securities may not be
offered for sale, sold, assigned or transferred unless (A) registered pursuant to the Securities
Act or (B) an exemption exists permitting such Securities to be sold, assigned or transferred
without such registration; (ii) any sale of the Securities made in reliance on Rule 144 may be made
only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any
resale of the Securities under circumstances in which the seller (or the person through whom the
sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act)
may require compliance with some other exemption under the Securities Act or the rules and
regulations of the SEC thereunder.



     (h) Validity; Enforcement. This execution and delivery of this Agreement and the
performance by the Investor of the transactions contemplated hereby have been duly and validly
authorized by all necessary corporate, partnership, limited liability company or similar action, as
applicable, on the part of Investor. This Agreement, the Registration Rights Agreement and each of
the other documents and agreements entered into by the parties on the Commencement Date and
attached as exhibits to this Agreement (collectively, the “Transaction Documents”) to which the
Investor is a party has been duly executed by and delivered on behalf of the Investor and is a
valid and binding agreement of the Investor enforceable against the Investor in accordance with its
terms, subject as to enforceability to general principles of equity and to applicable bankruptcy,
insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or
affecting generally, the enforcement of applicable creditors’ rights and remedies.



     (i) Residency. The Investor is a resident of the State of Illinois.



     (j) No Short Selling. The Investor represents and warrants to the Company that at no
time has any of the Investor, its agents, representatives or affiliates engaged in or effected, in
any manner whatsoever, directly or indirectly, any (i) “short sale” (as such term is defined in
Section 242.200 of Regulation SHO of the Exchange Act) of the Common Stock or (ii) hedging
transaction, which establishes a net short position with respect to the Common Stock.



     (k) No General Solicitation. Neither the Investor nor any of its affiliates,
nor any person acting on its or their behalf, has engaged in or is aware of any form of general
solicitation or general



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advertising (within the meaning of Regulation D under the Securities Act) in connection with
the offer or sale of the Securities.





			
	     4.	 	REPRESENTATIONS AND WARRANTIES OF THE COMPANY.





     The Company represents and warrants to the Investor that as of the date hereof and as of the
Commencement Date:



     (a) Organization and Qualification. The Company is duly incorporated, validly existing
and in good standing under the laws of the jurisdiction of its incorporation or organization, with
the requisite power and authority to own and use its properties and assets and to carry on its
business as currently conducted. The Company is not in violation or default of any of the
provisions of its certificate of incorporation, bylaws or other organizational or charter
documents. The Company is duly qualified to conduct business and is in good standing as a foreign
corporation in each jurisdiction in which the nature of the business conducted or property owned by
it makes such qualification necessary, except where the failure to be so qualified or in good
standing, as the case may be, could not have or reasonably be expected to result in: (i) a material
adverse effect on the legality, validity or enforceability of any Transaction Document, (ii) a
material adverse effect on the results of operations, assets, business, prospects or condition
(financial or otherwise) of the Company, or (iii) a material adverse effect on the Company’s
ability to perform in any material respect on a timely basis its obligations under any Transaction
Document (any of (i), (ii) or (iii), a “Material Adverse Effect”) and no proceeding has
been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke,
limit or curtail such power and authority or qualification. The Company has no Subsidiaries.



     (b) Authorization; Enforcement; Validity. (i) The Company has the requisite corporate
power and authority to enter into and perform its obligations under the Transaction Documents, and
to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and
delivery of the Transaction Documents by the Company and the consummation by it of the transactions
contemplated hereby and thereby, including without limitation, the issuance of the Commitment
Shares and the reservation for issuance and the issuance of the Purchase Shares issuable under this
Agreement, have been duly authorized by the Company’s Board of Directors and no further consent or
authorization is required by the Company, its Board of Directors or its shareholders, (iii) this
Agreement has been, and each other Transaction Document shall be on the Commencement Date, duly
executed and delivered by the Company and (iv) this Agreement constitutes, and each other
Transaction Document upon its execution on behalf of the Company, shall constitute, the valid and
binding obligations of the Company enforceable against the Company in accordance with their terms,
except as such enforceability may be limited by general principles of equity or applicable
bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or
affecting generally, the enforcement of creditors’ rights and remedies. The Board of Directors of
the Company has approved the resolutions (the “Signing Resolutions”) substantially in the form as
set forth as Exhibit C attached hereto to authorize this Agreement and the transactions
contemplated hereby. The Signing Resolutions are valid, in full force and effect and have not been
modified or supplemented in any respect. The Company has delivered to the Investor a true and
correct copy of a unanimous written consent adopting the Signing Resolutions executed by all of the
members of the Board of Directors of the Company. No other approvals or consents of the Company’s
Board of Directors and/or shareholders is necessary under applicable laws and the Company’s
Certificate of Incorporation and/or Bylaws to authorize the execution and delivery of this
Agreement or any of the transactions contemplated hereby, including, but not limited to, the
issuance of the Commitment Shares and the issuance of the Purchase Shares.



     (c) Capitalization. As of the date hereof, the authorized capital stock of the
Company is set forth on Schedule 4(c). Except as disclosed in Schedule 4(c), (i)
no shares of the Company’s capital stock



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are subject to preemptive rights or any other similar rights or any liens or encumbrances
suffered or permitted by the Company, (ii) there are no outstanding debt securities, (iii) there
are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any
character whatsoever relating to, or securities or rights convertible into, any shares of capital
stock of the Company, or contracts, commitments, understandings or arrangements by which the
Company is or may become bound to issue additional shares of capital stock of the Company or
options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever
relating to, or securities or rights convertible into, any shares of capital stock of the Company,
(iv) there are no agreements or arrangements under which the Company is obligated to register the
sale of any of their securities under the Securities Act (except the Registration Rights
Agreement), (v) there are no outstanding securities or instruments of the Company which contain any
redemption or similar provisions, and there are no contracts, commitments, understandings or
arrangements by which the Company is or may become bound to redeem a security of the Company, (vi)
there are no securities or instruments containing anti-dilution or similar provisions that will be
triggered by the issuance of the Securities as described in this Agreement and (vii) the Company
does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar
plan or agreement. The Company has furnished to the Investor true and correct copies of the
Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the
“Certificate of Incorporation”), and the Company’s By-laws, as amended and as in effect on the date
hereof (the “By-laws”), and summaries of the terms of all securities convertible into or
exercisable for Common Stock, if any, and copies of any documents containing the material rights of
the holders thereof in respect thereto.




     (d) Issuance of Securities. The Company has authorized and reserved 73,333,333 shares
of Common Stock for issuance as Purchase Shares under this Agreement, and upon issuance and payment
therefor in accordance with the terms and conditions of this Agreement, the Purchase Shares shall
be validly issued, fully paid and nonassessable and free from all taxes, liens and charges with
respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of
Common Stock. The Company has authorized and reserved 958,333 shares of Common Stock for issuance
as Initial Commitment Shares and an additional 958,333 shares of Common Stock for issuance as
Additional Commitment Shares, in each case subject to equitable adjustment for any reorganization,
recapitalization, non-cash dividend, stock split or other similar transaction. Upon issuance in
accordance with the terms hereof, the Commitment Shares shall be validly issued, fully paid and
nonassessable and free from all taxes, liens and charges with respect to the issue thereof.



     (e) No Conflicts. Except as disclosed in Schedule 4(e), the execution,
delivery and performance of the Transaction Documents by the Company and the consummation by the
Company of the transactions contemplated hereby and thereby (including, without limitation, the
reservation for issuance and issuance of the Purchase Shares) will not (i) result in a violation of
the Certificate of Incorporation, any Certificate of Designations, Preferences and Rights of any
outstanding series of preferred stock of the Company or the By-laws or (ii) conflict with, or
constitute a default (or an event which with notice or lapse of time or both would become a
default) under, or give to others any rights of termination, amendment, acceleration or
cancellation of, any agreement, indenture or instrument to which the Company is a party, or result
in a violation of any law, rule, regulation, order, judgment or decree (including federal and state
securities laws and regulations and the rules and regulations of the Principal Market applicable to
the Company) or by which any property or asset of the Company is bound or affected, except in the
case of conflicts, defaults, terminations, amendments, accelerations, cancellations and violations
under clause (ii), which could not reasonably be expected to result in a Material Adverse Effect.
Except as disclosed in Schedule 4(e), the Company is not in violation of any term of or in
default under its Certificate of Incorporation, any Certificate of Designation, Preferences and
Rights of any outstanding series of preferred stock of the Company or By-laws or their
organizational charter or by-laws, respectively. Except as disclosed in Schedule 4(e), the
Company is not in violation of any term of or is in default under any material contract, agreement,
mortgage, indebtedness, indenture, instrument,



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judgment, decree or order or any statute, rule or regulation applicable to the Company, except
for possible conflicts, defaults, terminations or amendments which could not reasonably be expected
to have a Material Adverse Effect. The business of the Company is not being conducted, and shall
not be conducted, in violation of any law, ordinance, regulation of any governmental entity, except
for possible violations, the sanctions for which either individually or in the aggregate could not
reasonably be expected to have a Material Adverse Effect. Except as specifically contemplated by
this Agreement and as required under the Securities Act or applicable state securities laws, the
Company is not required to obtain any consent, authorization or order of, or make any filing or
registration with, any court or governmental agency or any regulatory or self-regulatory agency in
order for it to execute, deliver or perform any of its obligations under or contemplated by the
Transaction Documents in accordance with the terms hereof or thereof. Except as disclosed in
Schedule 4(e), all consents, authorizations, orders, filings and registrations which the
Company is required to obtain pursuant to the preceding sentence shall be obtained or effected on
or prior to the Commencement Date.




     (f) SEC Documents; Financial Statements. Except as disclosed in Schedule
4(f) the Company has filed all reports, schedules, forms, statements and other
documents required to be filed by the Company under the Securities Act and the Exchange Act,
including pursuant to Section 13(a) or 15(d) of the Exchange Act, for the two years preceding the
date hereof (or such shorter period as the Company was required by law or regulation to file such
material) (the foregoing materials, including the exhibits thereto and documents incorporated by
reference therein, being collectively referred to herein as the “SEC Documents”) on a timely basis
or has received a valid extension of such time of filing and has filed any such SEC Documents prior
to the expiration of any such extension. As of their respective dates, the SEC Documents complied
in all material respects with the requirements of the Securities Act and the Exchange Act, as
applicable, and none of the SEC Documents, when filed, contained any untrue statement of a material
fact or omitted to state a material fact required to be stated therein or necessary in order to
make the statements therein, in the light of the circumstances under which they were made, not
misleading. The financial statements of the Company included in the SEC Documents comply in all
material respects with applicable accounting requirements and the rules and regulations of the
Commission with respect thereto as in effect at the time of filing. Such financial statements have
been prepared in accordance with United States generally accepted accounting principles applied on
a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in
such financial statements or the notes thereto and except that unaudited financial statements may
not contain all footnotes required by GAAP, and fairly present in all material respects the
financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof
and the results of operations and cash flows for the periods then ended, subject, in the case of
unaudited statements, to normal, immaterial, year-end audit adjustments. Except as listed in
Schedule 4(f), the Company has received no notices or correspondence from the SEC for the
one year preceding the date hereof. The SEC has not commenced any enforcement proceedings against
the Company or any of its subsidiaries.



     (g) Absence of Certain Changes. Except as disclosed in Schedule 4(g), since
the filing of the Company’s quarterly report on Form 10-Q for the quarter ended September 30, 2010,
there has been no material adverse change in the business, properties, operations, financial
condition or results of operations of the Company. The Company has not taken any steps, and does
not currently expect to take any steps, to seek protection pursuant to any Bankruptcy Law nor does
the Company have any knowledge or reason to believe that its creditors intend to initiate
involuntary bankruptcy or insolvency proceedings. The Company is financially solvent and is
generally able to pay its debts as they become due.



     (h) Absence of Litigation. There is no action, suit, proceeding, inquiry or
investigation before or by any court, public board, government agency, self-regulatory organization
or body pending or, to the knowledge of the Company, threatened against or affecting the Company,
the Common Stock or any of the Company’s officers or directors in their capacities as such, which
could reasonably be expected to



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have a Material Adverse Effect. A description of each action, suit, proceeding, inquiry or
investigation before or by any court, public board, government agency, self-regulatory organization
or body which, as of the date of this Agreement, is pending or threatened in writing against or
affecting the Company, the Common Stock or any of the Company’s officers or directors in their
capacities as such, is set forth in Schedule 4(h).




     (i) Acknowledgment Regarding Investor’s Status. The Company acknowledges and agrees
that the Investor is acting solely in the capacity of arm’s length purchaser with respect to the
Transaction Documents and the transactions contemplated hereby and thereby. The Company further
acknowledges that the Investor is not acting as a financial advisor or fiduciary of the Company (or
in any similar capacity) with respect to the Transaction Documents and the transactions
contemplated hereby and thereby and any advice given by the Investor or any of its representatives
or agents in connection with the Transaction Documents and the transactions contemplated hereby and
thereby is merely incidental to the Investor’s purchase of the Securities. The Company further
represents to the Investor that the Company’s decision to enter into the Transaction Documents has
been based solely on the independent evaluation by the Company and its representatives and
advisors.



     (j) No General Solicitation. Neither the Company, nor any of its affiliates, nor any
person acting on its or their behalf, has engaged in any form of general solicitation or general
advertising (within the meaning of Regulation D under the Securities Act) in connection with the
offer or sale of the Securities.



     (k) Intellectual Property Rights. To its knowledge, the Company owns or possesses
adequate rights or licenses to use all material trademarks, trade names, service marks, service
mark registrations, service names, patents, patent rights, copyrights, inventions, licenses,
approvals, governmental authorizations, trade secrets and rights necessary to conduct their
respective businesses as now conducted. Except as set forth on Schedule 4(k), none of the
Company’s material trademarks, trade names, service marks, service mark registrations, service
names, patents, patent rights, copyrights, inventions, licenses, approvals, government
authorizations, trade secrets or other intellectual property rights have expired or terminated, or,
by the terms and conditions thereof, could expire or terminate within two years from the date of
this Agreement. The Company does not have any knowledge of any infringement by the Company of any
material trademark, trade name rights, patents, patent rights, copyrights, inventions, licenses,
service names, service marks, service mark registrations, trade secret or other similar rights of
others, or of any such development of similar or identical trade secrets or technical information
by others and, except as set forth on Schedule 4(k), there is no claim, action or
proceeding being made or brought against, or to the Company’s knowledge, being threatened against,
the Company regarding trademark, trade name, patents, patent rights, invention, copyright, license,
service names, service marks, service mark registrations, trade secret or other infringement, which
could reasonably be expected to have a Material Adverse Effect.



     (l) Environmental Laws. To its knowledge, the Company (i) is in compliance with any
and all applicable foreign, federal, state and local laws and regulations relating to the
protection of human health and safety, the environment or hazardous or toxic substances or wastes,
pollutants or contaminants (“Environmental Laws”), (ii) has received all permits, licenses or other
approvals required of it under applicable Environmental Laws to conduct its business and (iii) is
in compliance with all terms and conditions of any such permit, license or approval, except where,
in each of the three foregoing clauses, the failure to so comply could not reasonably be expected
to have, individually or in the aggregate, a Material Adverse Effect.



     (m) Title. The Company has good and marketable title in fee simple to all real
property owned by it and good and marketable title in all personal property owned by it that is
material to the



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business of the Company, in each case free and clear of all liens, encumbrances and defects
(“Liens”) and except for Liens as do not materially affect the value of such property and do not
materially interfere with the use made and proposed to be made of such property by the Company and
Liens for the payment of federal, state or other taxes, the payment of which is neither delinquent
nor subject to penalties. Any real property and facilities held under lease by the Company are
held by it under valid, subsisting and enforceable leases with which the Company is in compliance
with such exceptions as are not material and do not interfere with the use made and proposed to be
made of such property and buildings by the Company.




     (n) Insurance. The Company is insured by insurers of recognized financial
responsibility against such losses and risks and in such amounts as management of the Company
believes to be prudent and customary in the business in which the Company is engaged. The Company
has not been refused any insurance coverage sought or applied for and the Company has no reason to
believe that it will not be able to renew its existing insurance coverage as and when such coverage
expires or to obtain similar coverage from similar insurers as may be necessary to continue its
business at a cost that would not materially and adversely affect the condition, financial or
otherwise, or the business or operations of the Company.



     (o) Regulatory Permits. The Company possesses all material certificates,
authorizations and permits issued by the appropriate federal, state or foreign regulatory
authorities necessary to conduct its business, except for any such certificates, authorization or
permits to failure of which to have obtained would not be reasonably expected to have a Material
Adverse Effect. The Company has not received any notice of proceedings relating to the revocation
or modification of any such certificate, authorization or permit.



     (p) Tax Status. The Company has made or filed all federal and state income and all
other material tax returns, reports and declarations required by any jurisdiction to which it is
subject (unless and only to the extent that the Company has set aside on its books provisions
reasonably adequate for the payment of all unpaid and unreported taxes) and has paid all taxes and
other governmental assessments and charges that are material in amount, shown or determined to be
due on such returns, reports and declarations, except those being contested in good faith and has
set aside on its books provision reasonably adequate for the payment of all taxes for periods
subsequent to the periods to which such returns, reports or declarations apply. There are no
unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction,
and the officers of the Company know of no basis for any such claim.



     (q) Transactions With Affiliates. Except as set forth in the SEC
Documents, none of the officers or directors of the Company and, to the knowledge of the Company,
none of the employees of the Company is presently a party to any transaction with the Company
(other than for services as employees, officers and directors), including any contract, agreement
or other arrangement providing for the furnishing of services to or by, providing for rental of
real or personal property to or from, or otherwise requiring payments to or from any officer,
director or such employee or, to the knowledge of the Company, any entity in which any officer,
director, or any such employee has a substantial interest or is an officer, director, trustee or
partner, in each case in excess of $100,000 other than for (i) payment of salary or consulting fees
for services rendered, (ii) reimbursement for expenses incurred on behalf of the Company and (iii)
other employee benefits, including stock option agreements under any stock option plan of the
Company.



     (r) Application of Takeover Protections. The Company and its board of directors have
taken or will take prior to the Commencement Date all necessary action, if any, in order to render
inapplicable any control share acquisition, business combination, poison pill (including any
distribution under a rights agreement) or other similar anti-takeover provision under the
Certificate of Incorporation or the laws of



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the state of its incorporation which is or could become applicable to the Investor as a result
of the transactions contemplated by this Agreement, including, without limitation, the Company’s
issuance of the Securities and the Investor’s ownership of the Securities.




     (s) Disclosure. Except with respect to the material terms and conditions
of the transactions contemplated by the Transaction Documents, the Company confirms that neither it
nor any other Person acting on its behalf has provided the Investor or its agents or counsel with
any information that it believes constitutes or might constitute material, non-public information
which is not otherwise disclosed in the Registration Statement (as defined herein) or prospectus
supplements thereto. The Company understands and confirms that the Investor will rely on the
foregoing representation in effecting purchases and sales of securities of the Company. All of the
disclosure furnished by or on behalf of the Company to the Investor regarding the Company, its
business and the transactions contemplated hereby, including the disclosure schedules to this
Agreement, is true and correct and does not contain any untrue statement of a material fact or omit
to state any material fact necessary in order to make the statements made therein, in light of the
circumstances under which they were made, not misleading. The Company acknowledges and agrees that
the Investor neither makes nor has made any representations or warranties with respect to the
transactions contemplated hereby other than those specifically set forth in Section 3 hereof.



     (t) Foreign Corrupt Practices. Neither the Company, nor to the knowledge
of the Company, any agent or other person acting on behalf of the Company, has (i) directly or
indirectly, used any funds for unlawful contributions, gifts, entertainment or other unlawful
expenses related to foreign or domestic political activity, (ii) made any unlawful payment to
foreign or domestic government officials or employees or to any foreign or domestic political
parties or campaigns from corporate funds, (iii) failed to disclose fully any contribution made by
the Company (or made by any person acting on its behalf of which the Company is aware) which is in
violation of law, or (iv) violated in any material respect any provision of the Foreign Corrupt
Practices Act of 1977, as amended.



     (u) DTC Eligible. The Company through its transfer agent currently participates in
the Depository Trust Company Fast Automated Securities Transfer Program (“DTC FAST System”) and the
Company’s Common Stock can be transferred electronically to third parties via the DTC FAST System.




			
	     5.	 	COVENANTS.





     (a) Filing of Form 8-K and Registration Statement. The Company agrees that it shall,
within the time required under the Exchange Act, file a Current Report on Form 8-K disclosing this
Agreement and the transactions contemplated hereby. Pursuant to the Registration Rights Agreement,
of even date herewith, by and between the Company and the Investor (the “Registration Rights
Agreement”), the Company shall also file within twenty (20) Business Days from the date hereof a
new registration statement covering only the sale of the Purchase Shares and the Additional
Commitment Shares (the “Registration Statement”). Any securities issuable under this Agreement
that have not been registered under the Securities Act shall bear the following restrictive legend
(the “Restrictive Legend”):




THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE
SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE,
SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
APPLICABLE STATE SECURITIES LAWS, UNLESS SOLD PURSUANT TO: (1) RULE 144 UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR



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(2) AN OPINION OF HOLDER’S COUNSEL, IN A CUSTOMARY FORM, THAT REGISTRATION IS NOT
REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS.



     (b) Blue Sky. The Company shall take such action, if any, as is reasonably necessary
in order to obtain an exemption for or to qualify (i) the initial sale of the Commitment Shares and
any Purchase Shares to the Investor under this Agreement and (ii) any subsequent resale of the
Commitment Shares and any Purchase Shares by the Investor, in each case, under applicable
securities or “Blue Sky” laws of the states of the United States in such states as is reasonably
requested by the Investor from time to time, and shall provide evidence of any such action so taken
to the Investor.



     (c) Listing/DTC. The Company shall maintain the Common Stock’s authorization for
quotation on the Principal Market. The Company shall not take any action that would be reasonably
expected to result in suspension of the Common Stock from quotation on the Principal Market. The
Company shall promptly, and in no event later than the following Business Day, provide to the
Investor copies of any notices it receives from the Principal Market regarding the continued
eligibility of the Common Stock for quotation on such market. The Company shall pay all fees and
expenses in connection with satisfying its obligations under this Section. The Company shall use
commercially reasonable efforts to ensure that its Common Stock can be transferred electronically
via the DTC FAST System.



     (d) Limitation on Short Sales and Hedging Transactions. The Investor agrees that
beginning on the date of this Agreement and ending on the date of termination of this Agreement as
provided in Section 11, the Investor and its agents, representatives and affiliates shall not in
any manner whatsoever enter into or effect, directly or indirectly, any (i) “short sale” (as such
term is defined in Section 242.200 of Regulation SHO of the Exchange Act) of the Common Stock or
(ii) hedging transaction, which establishes a net short position with respect to the Common Stock.



     (e) Issuance of Commitment Shares. Immediately upon the execution of this Agreement,
the Company shall issue to the Investor as consideration for the Investor entering into this
Agreement 958,333 shares of Common Stock (the “Initial Commitment Shares”) and shall deliver to the
Transfer Agent a letter in the form as set forth as Exhibit E attached hereto with respect
to the issuance of the Initial Commitment Shares. In connection with each purchase of Purchase
Shares hereunder, the Company agrees to issue to the Investor a number of shares of Common Stock
(the “Additional Commitment Shares” and together with the Initial Commitment Shares, the
“Commitment Shares”) equal to the product of (x) 958,333 and (y) the Purchase Amount Fraction. The
“Purchase Amount Fraction” shall mean a fraction, the numerator of which is the Purchase Amount
purchased by the Investor with respect to such purchase of Purchase Shares and the denominator of
which is Eleven Million Dollars ($11,000,000). The Additional Commitment Shares shall be equitably
adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar
transaction. The Initial Commitment Shares shall be issued in certificated form and shall bear the
Restrictive Legend. The Investor agrees that the Investor shall not pledge, transfer or sell the
Additional Commitment Shares until the earlier of (a) 600 Business Days (30 Monthly Periods) from
the date hereof or (b) the date on which this Agreement has been terminated, provided, however,
that such restrictions shall not apply: (i) in connection with any transfers to or among affiliates
(as defined in the Exchange Act), or (ii) if an Event of Default has occurred, or any event which,
after notice and/or lapse of time, would become an Event of Default, including any failure by the
Company to timely issue Purchase Shares under this Agreement. Notwithstanding the forgoing, the
Investor may transfer Additional Commitment Shares to a third party in order to settle a sale made
by the Investor where the Investor reasonably expects the Company to deliver additional Purchase
Shares to the Investor under this Agreement so long as the Investor maintains ownership of the
amount of Additional Commitment Shares received up to that point by “replacing” such



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Additional Commitment Shares so transferred with new Purchase Shares when the new Purchase
Shares are actually issued by the Company to the Investor.




     (f) Due Diligence. The Investor shall have the right, from time to time as the
Investor may reasonably deem appropriate, to perform reasonable due diligence on the Company during
normal business hours. The Company and its officers and employees shall provide information and
reasonably cooperate with the Investor in connection with any reasonable request by the Investor
related to the Investor’s due diligence of the Company. Each party hereto agrees not to disclose
any Confidential Information of the other party to any third party and shall not use the
Confidential Information for any purpose other than in connection with, or in furtherance of, the
transactions contemplated hereby. Each party hereto acknowledges that the Confidential Information
shall remain the property of the disclosing party and agrees that it shall take all reasonable
measures to protect the secrecy of any Confidential Information disclosed by the other party. The
Company confirms that neither it nor any other Person acting on its behalf shall provide the
Investor or its agents or counsel with any information that it believes constitutes or might
constitute material, non-public information which is not otherwise disclosed in the Registration
Statement or prospectus supplements thereto.



     (g) Purchase Records. The Investor and the Company shall each maintain records showing
the remaining Available Amount at any given time and the dates and Purchase Amounts for each
purchase or shall use such other method, reasonably satisfactory to the Investor and the Company.



     (h) Taxes. The Company shall pay any and all transfer, stamp or similar taxes that
may be payable with respect to the issuance and delivery of any shares of Common Stock to the
Investor made under this Agreement.



     (i) No Variable Rate Transactions. From the date hereof until the Maturity Date, the
Company shall be prohibited from effecting or entering into an agreement to effect any issuance by
the Company of Common Stock or Common Stock Equivalents for cash consideration (or a combination of
units thereof) involving a Variable Rate Transaction other than in connection with an Exempt
Issuance. “Variable Rate Transaction” means a transaction in which the Company (i) issues or sells
any debt or equity securities that are convertible into, exchangeable or exercisable for, or
include the right to receive additional shares of Common Stock either (A) at a conversion price,
exercise price or exchange rate or other price that is based upon and/or varies with the trading
prices of or quotations for the shares of Common Stock at any time after the initial issuance of
such debt or equity securities, or (B) with a conversion, exercise or exchange price that is
subject to being reset at some future date after the initial issuance of such debt or equity
security or upon the occurrence of specified or contingent events directly or indirectly related to
the business of the Company or the market for the Common Stock or (ii) enters into any agreement,
including, but not limited to, an equity line of credit, whereby the Company may sell securities at
a future determined price. “Exempt Issuance” means the issuance of (a) shares of Common
Stock or options to employees, officers, directors or consultants of the Company pursuant to any
stock or option plan duly adopted for such purpose, by a majority of the non-employee members of
the Board of Directors or a majority of the members of a committee of non-employee directors
established for such purpose, (b) securities upon the exercise or exchange of or conversion of any
Securities issued hereunder and/or other securities exercisable or exchangeable for or convertible
into shares of Common Stock issued and outstanding on the date of this Agreement, provided that
such securities have not been amended since the date of this Agreement to increase the number of
such securities or to decrease the exercise price, exchange price or conversion price of such
securities, and (c) securities issued pursuant to acquisitions or strategic transactions approved
by a majority of the disinterested directors of the Company, which acquisitions or strategic
transactions can have a Variable Rate Transaction component, provided that any such issuance shall
only be to a Person (or to the equity holders of a Person) which is, itself or through its
subsidiaries, an operating company or an asset in a business synergistic with the business of the
Company



-13-









 




and shall provide to the Company additional benefits in addition to the investment of funds,
but shall not include a transaction in which the Company is issuing securities primarily for the
purpose of raising capital or to an entity whose primary business is investing in securities.
“Common Stock Equivalents” means any securities of the Company which would entitle the
holder thereof to acquire at any time Common Stock, including, without limitation, any debt,
preferred stock, rights, options, warrants or other instrument that is at any time convertible into
or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common
Stock.





			
	     6.	 	TRANSFER AGENT INSTRUCTIONS.





     On the Commencement Date and thereafter, the Company shall cause all of the Purchase Shares
and Additional Commitment Shares to be issued under this Agreement electronically via the DTC FAST
System to Investor’s account as designated by Investor unless the Investor expressly consents
otherwise. The Company shall issue irrevocable instructions to the Transfer Agent, and any
subsequent transfer agent, to issue Purchase Shares and Additional Commitment Shares in the name of
the Investor (the “Irrevocable Transfer Agent Instructions”). The Company warrants to the Investor
that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this
Section 6, will be given by the Company to the Transfer Agent with respect to the Purchase Shares
and that the Additional Commitment Shares and the Purchase Shares shall otherwise be freely
transferable on the books and records of the Company as and to the extent provided in this
Agreement.




			
	     7.	 	CONDITIONS TO THE COMPANY’S RIGHT TO COMMENCE
SALES OF SHARES OF COMMON STOCK.





     The right of the Company hereunder to commence sales of the Purchase Shares is subject to the
satisfaction of each of the following conditions:



     (a) The Investor shall have executed each of the Transaction Documents and delivered the same
to the Company; and



     (b) The Registration Statement shall have been declared effective under the Securities Act by
the SEC, and no stop order with respect to the Registration Statement shall be pending or
threatened by the SEC.




			
	     8.	 	CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE SHARES OF COMMON STOCK.





     The obligation of the Investor to buy Purchase Shares under this Agreement is subject to the
satisfaction of each of the following conditions and once such conditions have been initially
satisfied, there shall not be any ongoing obligation to satisfy such conditions after the
Commencement Date:



     (a) The Company shall have executed each of the Transaction Documents and delivered the same
to the Investor;



     (b) The Common Stock shall be authorized for quotation on the Principal Market, trading in the
Common Stock shall not have been within the last 365 days suspended by the SEC or the Principal
Market;



-14-









 





     (c) The Investor shall have received the opinions of the Company’s legal counsel dated as of
the Commencement Date in a customary form reasonably acceptable to the Investor;



     (d) The representations and warranties of the Company shall be true and correct in all
material respects (except to the extent that any of such representations and warranties is already
qualified as to materiality in Section 4 above, in which case, such representations and warranties
shall be true and correct without further qualification) as of the date when made and as of the
Commencement Date as though made at that time (except for representations and warranties that speak
as of a specific date) and the Company shall have performed, satisfied and complied with the
covenants, agreements and conditions required by the Transaction Documents to be performed,
satisfied or complied with by the Company at or prior to the Commencement Date. The Investor shall
have received a certificate, executed by the CEO, President or CFO of the Company, dated as of the
Commencement Date, to the foregoing effect in substantially the form attached hereto as Exhibit
A;



     (e) The Board of Directors of the Company shall have adopted resolutions in a form reasonably
acceptable to the Investor, which resolutions shall be in full force and effect without any
amendment or supplement thereto as of the Commencement Date;



     (f) As of the Commencement Date, the Company shall have reserved out of its authorized and
unissued Common Stock, (A) solely for the purpose of effecting purchases of Purchase Shares
hereunder, 73,333,333 shares of Common Stock and (B) as Additional Commitment Shares in accordance
with Section 5(e) hereof, 958,333 shares of Common Stock;



     (g) The Irrevocable Transfer Agent Instructions shall have been delivered to and acknowledged
in writing by the Company and the Company’s Transfer Agent;



     (h) The Company shall have delivered to the Investor a certificate evidencing the
incorporation and good standing of the Company in the State of Delaware issued by the Secretary of
State of the State of Delaware as of a date within ten (10) Business Days of the Commencement Date;



     (i) The Company shall have delivered to the Investor a certified copy of the Certificate of
Incorporation as certified by the Secretary of State of the State of Delaware within ten (10)
Business Days of the Commencement Date;



     (j) The Company shall have delivered to the Investor a secretary’s certificate executed by the
Secretary of the Company, dated as of the Commencement Date, in substantially the form attached
hereto as Exhibit B;



     (k) The Registration Statement shall have been declared effective under the Securities Act by
the SEC and no stop order with respect to the Registration Statement shall be pending or threatened
by the SEC. The Company shall have prepared and delivered to the Investor a final and complete
form of prospectus, dated and current as of the Commencement Date, to be used by the Investor in
connection with any sales of any Purchase Shares or Additional Commitment Shares, and to be filed
by the Company within two (2) Business Days after the Commencement Date. The Company shall have
made all filings under all applicable federal and state securities laws necessary to consummate the
issuance of the Commitment Shares and Purchase Shares pursuant to this Agreement in compliance with
such laws;



     (l) No Event of Default has occurred, or any event which, after notice and/or lapse of time,
would become an Event of Default has occurred;



-15-









 





     (m) On or prior to the Commencement Date, the Company shall take all necessary action, if any,
and such actions as reasonably requested by the Investor, in order to render inapplicable any
control share acquisition, business combination, shareholder rights plan or poison pill (including
any distribution under a rights agreement) or other similar anti-takeover provision under the
Certificate of Incorporation or the laws of the state of its incorporation which is or could become
applicable to the Investor as a result of the transactions contemplated by this Agreement,
including, without limitation, the Company’s issuance of the Securities and the Investor’s
ownership of the Securities; and




			
	     9.	 	INDEMNIFICATION.




In consideration of the Investor’s execution and delivery of the Transaction Documents and
acquiring the Securities hereunder and in addition to all of the Company’s other obligations under
the Transaction Documents, the Company shall defend, protect, indemnify and hold harmless the
Investor and all of its affiliates, shareholders, officers, directors, employees and direct or
indirect investors and any of the foregoing person’s agents or other representatives (including,
without limitation, those retained in connection with the transactions contemplated by this
Agreement) (collectively, the “Indemnitees”) from and against any and all actions, causes of
action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in
connection therewith (irrespective of whether any such Indemnitee is a party to the action for
which indemnification hereunder is sought), and including reasonable attorneys’ fees and
disbursements (the “Indemnified Liabilities”), incurred by any Indemnitee as a result of, or
arising out of, or relating to (a) any misrepresentation or breach of any representation or
warranty made by the Company in the Transaction Documents or any other certificate, instrument or
document contemplated hereby or thereby, (b) any breach of any covenant, agreement or obligation of
the Company contained in the Transaction Documents or any other certificate, instrument or document
contemplated hereby or thereby, or (c) any cause of action, suit or claim brought or made against
such Indemnitee and arising out of or resulting from the execution, delivery, performance or
enforcement of the Transaction Documents or any other certificate, instrument or document
contemplated hereby or thereby, other than with respect to Indemnified Liabilities which directly
and primarily result from the gross negligence or willful misconduct of the Indemnitee. To the
extent that the foregoing undertaking by the Company may be unenforceable for any reason, the
Company shall make the maximum contribution to the payment and satisfaction of each of the
Indemnified Liabilities which is permissible under applicable law. Payment under this
indemnification shall be made within thirty (30) days from the date Investor makes written request
for it. A certificate containing reasonable detail as to the amount of such indemnification
submitted to the Company by Investor shall be conclusive evidence, absent manifest error, of the
amount due from the Company to Investor.





			
	     10.	 	EVENTS OF DEFAULT.





     An “Event of Default” shall be deemed to have occurred at any time as any of the following
events occurs:



     (a) the effectiveness of the Registration Statement lapses for any reason (including, without
limitation, the issuance of a stop order) or is unavailable to the Investor for sale of any or all
of the Purchase Shares or Additional Commitment Shares (the “Registrable Securities”), and such
lapse or unavailability continues for a period of twenty (20) consecutive Business Days or for more
than an aggregate of sixty (60) Business Days in any 365-day period;



     (b) the suspension from trading or failure of the Common Stock to be listed or quoted on the
Principal Market for a period of three (3) consecutive Business Days;



-16-









 





     (c) the delisting of the Company’s Common Stock from the OTC Bulletin Board, provided,
however, that the Common Stock is not immediately thereafter trading on the New York Stock
Exchange, the Nasdaq Global Market, the Nasdaq Global Select Market, the Nasdaq Capital Market, or
NYSE Amex;



     (d) the failure for any reason by the Transfer Agent to issue Purchase Shares to the Investor
within five (5) Business Days after the applicable Purchase Date which the Investor is entitled to
receive;



     (e) the Company breaches any representation, warranty, covenant or other term or condition
under any Transaction Document if such breach could have a Material Adverse Effect and except, in
the case of a breach of a covenant which is reasonably curable, only if such breach continues for a
period of at least five (5) Business Days;



     (f) if any Person commences a proceeding against the Company pursuant to or within the meaning
of any Bankruptcy Law ;



     (g) if the Company pursuant to or within the meaning of any Bankruptcy Law; (A) commences a
voluntary case, (B) consents to the entry of an order for relief against it in an involuntary case,
(C) consents to the appointment of a Custodian of it or for all or substantially all of its
property, (D) makes a general assignment for the benefit of its creditors or is generally unable to
pay its debts as the same become due;



     (h) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that
(A) is for relief against the Company in an involuntary case, (B) appoints a Custodian of the
Company or for all or substantially all of its property, or (C) orders the liquidation of the
Company or any Subsidiary;



     (i) the Company is not eligible to transfer its Common Stock electronically via the DTC FAST
System; or



     (j) the occurrence of an event that is reasonably likely to have a Material Adverse Effect;
provided, however, that for purposes of this Section 10, “Material Adverse Effect” shall not
include facts, circumstances, events, changes, effects or occurrences (i) generally affecting the
economy or the financial, debt, credit or securities markets in the United States, including as a
result of changes in geopolitical conditions, (ii) generally affecting any of the industries in
which the Company operates, (iii) resulting from the announcement of this Agreement, (iv) resulting
from changes in any applicable laws or regulations or applicable accounting regulations or
principles or interpretations thereof, (v) resulting from any actions taken pursuant to or in
accordance with the terms of this Agreement, (vi) resulting from any outbreak or escalation of
hostilities or war or any act of terrorism, (vii) resulting from any failure by the Company to meet
its internal or published projections, budgets, plans or forecasts of its revenues, earnings or
other financial performance or results of operations, in and of itself (it being understood that
the facts or occurrences giving rise or contributing to such failure that are not otherwise
excluded from the definition of Material Adverse Effect may be taken into account in determining
whether there has been a Material Adverse Effect), or (viii) resulting from a decline in the price
of the Company’s common stock on the Principal Market (it being understood that the facts or
occurrences giving rise or contributing to such decline that are not otherwise excluded from the
definition of Material Adverse Effect may be taken into account in determining whether there has
been a Material Adverse Effect).


In addition to any other rights and remedies under applicable law and this Agreement, including the
Investor termination rights under Section 11 hereof, so long as an Event of Default has occurred
and is continuing, or if any event which, after notice and/or lapse of time, would become an Event
of Default,





-17-












 




has occurred and is continuing, or so long as the Purchase Price is below the Floor Price, the
Investor shall not be permitted or obligated to purchase any shares of Common Stock under this
Agreement. If pursuant to or within the meaning of any Bankruptcy Law, the Company commences a
voluntary case or any Person commences a proceeding against the Company, a Custodian is appointed
for the Company or for all or substantially all of its property, or the Company makes a general
assignment for the benefit of its creditors, (any of which would be an Event of Default as
described in Sections 10(f), 10(g) and 10(h) hereof) this Agreement shall automatically terminate
without any liability or payment to the Company without further action or notice by any Person. No
such termination of this Agreement under Section 11(a) or 11(d) shall affect the Company’s or the
Investor’s obligations under this Agreement with respect to pending purchases and the Company and
the Investor shall complete their respective obligations with respect to any pending purchases
under this Agreement.





			
	     11.	 	TERMINATION





     This Agreement may be terminated only as follows:



     (a) If pursuant to or within the meaning of any Bankruptcy Law, the Company commences a
voluntary case or any Person commences a proceeding against the Company, a Custodian is appointed
for the Company or for all or substantially all of its property, or the Company makes a general
assignment for the benefit of its creditors, (any of which would be an Event of Default as
described in Sections 10(f), 10(g) and 10(h) hereof) this Agreement shall automatically terminate
without any liability or payment to the Company without further action or notice by any Person. No
such termination of this Agreement under this Section 11(a) shall affect the Company’s or the
Investor’s obligations under this Agreement with respect to pending purchases and the Company and
the Investor shall complete their respective obligations with respect to any pending purchases
under this Agreement.



     (b) Prior to the Commencement Date, the Company shall have the option to terminate this
Agreement for any reason or for no reason without any liability whatsoever of any party to any
other party under this Agreement.



     (c) In the event that the Commencement Date shall not have occurred on or before April 30,
2011, due to the failure to satisfy the conditions set forth in Sections 7 and 8 above, the
non-breaching party shall have the option to terminate this Agreement at the close of business on
such date or thereafter without liability of any party to any other party.



     (d) At any time after the Commencement Date, the Company shall have the option to terminate
this Agreement for any reason or for no reason by delivering notice (a “Company Termination
Notice”) to the Investor electing to terminate this Agreement without any liability whatsoever of
any party to any other party under this Agreement. The Company Termination Notice shall not be
effective until one (1) Business Day after it has been received by the Investor. No such
termination of this Agreement under this Section 11(d) shall affect the Company’s or the Investor’s
obligations under this Agreement with respect to pending purchases and the Company and the Investor
shall complete their respective obligations with respect to any pending purchases under this
Agreement.



     (e) This Agreement shall automatically terminate on the date that the Company sells and the
Investor purchases the full Available Amount as provided herein, without any action or notice on
the part of any party and without any liability whatsoever of any party to any other party under
this Agreement.



     (f) If by the Maturity Date for any reason or for no reason the full Available Amount under
this Agreement has not been purchased as provided for in Section 2 of this Agreement, this
Agreement



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shall automatically terminate on the Maturity Date, without any action or notice on the part
of any party and without any liability whatsoever of any party to any other party under this
Agreement.



Except as set forth in Sections 11(a) (in respect of an Event of Default under Sections 10(f),
10(g) and 10(h)) and 11(f), any termination of this Agreement pursuant to this Section 11 shall be
effected by written notice from the Company to the Investor, or the Investor to the Company, as the
case may be, setting forth the basis for the termination hereof. The representations and
warranties and covenants of the Company and the Investor contained in Sections 3, 4, 5, and 6
hereof, the indemnification provisions set forth in Section 9 hereof and the agreements and
covenants set forth in Sections 10, 11 and 12, shall survive the Commencement Date and any
termination of this Agreement. No termination of this Agreement shall affect the Company’s or the
Investor’s rights or obligations (i) under the Registration Rights Agreement which shall survive
any such termination or (ii) under this Agreement with respect to pending purchases and the Company
and the Investor shall complete their respective obligations with respect to any pending purchases
under this Agreement.





			
	     12.	 	MISCELLANEOUS.





     (a) Governing Law; Jurisdiction; Jury Trial. The corporate laws of the State of
Delaware shall govern all issues concerning the relative rights of the Company and its
shareholders. All other questions concerning the construction, validity, enforcement and
interpretation of this Agreement and the other Transaction Documents shall be governed by the
internal laws of the State of Illinois, without giving effect to any choice of law or conflict of
law provision or rule (whether of the State of Illinois or any other jurisdictions) that would
cause the application of the laws of any jurisdictions other than the State of Illinois. Each
party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts
sitting in the City of Chicago, for the adjudication of any dispute hereunder or under the other
Transaction Documents or in connection herewith or therewith, or with any transaction contemplated
hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit,
action or proceeding, any claim that it is not personally subject to the jurisdiction of any such
court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue
of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal
service of process and consents to process being served in any such suit, action or proceeding by
mailing a copy thereof to such party at the address for such notices to it under this Agreement and
agrees that such service shall constitute good and sufficient service of process and notice
thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process
in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND
AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION
HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.



     (b) Counterparts. This Agreement may be executed in two or more identical
counterparts, all of which shall be considered one and the same agreement and shall become
effective when counterparts have been signed by each party and delivered to the other party;
provided that a facsimile signature or signature delivered by e-mail in a “.pdf” format data file
shall be considered due execution and shall be binding upon the signatory thereto with the same
force and effect as if the signature were an original, not a facsimile signature or a signature in
a “.pdf” format data file.



     (c) Headings. The headings of this Agreement are for convenience of reference and
shall not form part of, or affect the interpretation of, this Agreement.



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     (d) Severability. If any provision of this Agreement shall be invalid or
unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the
validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity
or enforceability of any provision of this Agreement in any other jurisdiction.



     (e) Entire Agreement. This Agreement and the Registration Rights Agreement supersedes
all other prior oral or written agreements between the Investor, the Company, their affiliates and
persons acting on their behalf with respect to the matters discussed herein, and this Agreement,
the other Transaction Documents and the instruments referenced herein contain the entire
understanding of the parties with respect to the matters covered herein and therein and, except as
specifically set forth herein or therein, neither the Company nor the Investor makes any
representation, warranty, covenant or undertaking with respect to such matters. The Company
acknowledges and agrees that is has not relied on, in any manner whatsoever, any representations or
statements, written or oral, other than as expressly set forth in this Agreement.



     (f) Notices. Any notices, consents or other communications required or permitted to
be given under the terms of this Agreement must be in writing and will be deemed to have been
delivered: (i) upon receipt when delivered personally; (ii) upon receipt when sent by facsimile
(provided confirmation of transmission is mechanically or electronically generated and kept on file
by the sending party); or (iii) one Business Day after deposit with a nationally recognized
overnight delivery service, in each case properly addressed to the party to receive the same. The
addresses and facsimile numbers for such communications shall be:


If to the Company:



RegeneRx Biopharmaceuticals, Inc.

15245 Shady Grove Road, Ste 470

Rockville, MD 20850

Telephone: (301) 208-9191

Facsimile: (301) 208-9194

Attention: Chief Financial Officer



With a copy to:



Cooley LLP

One Freedom Square, Reston Town Center

11951 Freedom Drive

Reston, VA 20190-5656

Telephone: (703) 456-8034

Facsimile: (703) 456-8100

Attention: Darren K. DeStefano, Esq.



If to the Investor:



Lincoln Park Capital Fund, LLC

440 North Wells, Suite 620

Chicago, IL 60654

Telephone: (312) 822-9300

Facsimile: (312) 822-9301

Attention: Josh Scheinfeld/Jonathan Cope



If to the Transfer Agent:



American Stock Transfer and Trust Company

6201 15th Street




-20-









 







Brooklyn, NY 11219

Telephone: (718) 921-8208

Facsimile: (718) 921-8335

Attention: Kevin Jennings



or at such other address and/or facsimile number and/or to the attention of such other person as
the recipient party has specified by written notice given to each other party three (3) Business
Days prior to the effectiveness of such change. Written confirmation of receipt (A) given by the
recipient of such notice, consent or other communication, (B) mechanically or electronically
generated by the sender’s facsimile machine containing the time, date, and recipient facsimile
number or (C) provided by a nationally recognized overnight delivery service, shall be rebuttable
evidence of personal service, receipt by facsimile or receipt from a nationally recognized
overnight delivery service in accordance with clause (i), (ii) or (iii) above, respectively.




     (g) Successors and Assigns. This Agreement shall be binding upon and inure to the
benefit of the parties and their respective successors and assigns. The Company shall not assign
this Agreement or any rights or obligations hereunder without the prior written consent of the
Investor, including by merger or consolidation. The Investor may not assign its rights or
obligations under this Agreement.



     (h) No Third Party Beneficiaries. This Agreement is intended for the benefit of the
parties hereto and their respective permitted successors and assigns, and is not for the benefit
of, nor may any provision hereof be enforced by, any other person.



     (i) Publicity. The Investor shall have the right to approve before issuance any press
release, SEC filing or any other public disclosure made by or on behalf of the Company whatsoever
with respect to, in any manner, the Investor, its purchases hereunder or any aspect of this
Agreement or the transactions contemplated hereby; provided, however, that the Company shall be
entitled, without the prior approval of the Investor, to make any press release or other public
disclosure (including any filings with the SEC) with respect to such transactions as is required by
applicable law and regulations so long as the Company and its counsel consult with the Investor in
connection with any such press release or other public disclosure at least one (1) Business Day
prior to its release. The Investor must be provided with a copy thereof at least one (1) Business
Day prior to any release or use by the Company thereof. The Company agrees and acknowledges that
its failure to fully comply with this provision constitutes a material adverse effect on its
ability to perform its obligations under this Agreement.



     (j) Further Assurances. Each party shall do and perform, or cause to be done and
performed, all such further acts and things, and shall execute and deliver all such other
agreements, certificates, instruments and documents, as the other party may reasonably request in
order to carry out the intent and accomplish the purposes of this Agreement and the consummation of
the transactions contemplated hereby.



     (k) No Financial Advisor, Placement Agent, Broker or Finder. The Company represents
and warrants to the Investor that it has not engaged any financial advisor, placement agent, broker
or finder in connection with the transactions contemplated hereby. The Investor represents and
warrants to the Company that it has not engaged any financial advisor, placement agent, broker or
finder in connection with the transactions contemplated hereby. The Company shall be responsible
for the payment of any fees or commissions, if any, of any financial advisor, placement agent,
broker or finder relating to or arising out of the transactions contemplated hereby. The Company
shall pay, and hold the Investor harmless against, any liability, loss or expense (including,
without limitation, attorneys’ fees and out of pocket expenses) arising in connection with any such
claim.



-21-









 





     (l) No Strict Construction. The language used in this Agreement will be deemed to be
the language chosen by the parties to express their mutual intent, and no rules of strict
construction will be applied against any party.



     (m) Remedies, Other Obligations, Breaches and Injunctive Relief. The Investor’s
remedies provided in this Agreement shall be cumulative and in addition to all other remedies
available to the Investor under this Agreement, at law or in equity (including a decree of specific
performance and/or other injunctive relief), no remedy of the Investor contained herein shall be
deemed a waiver of compliance with the provisions giving rise to such remedy and nothing herein
shall limit the Investor’s right to pursue actual damages for any failure by the Company to comply
with the terms of this Agreement. The Company acknowledges that a breach by it of its obligations
hereunder will cause irreparable harm to the Investor and that the remedy at law for any such
breach may be inadequate. The Company therefore agrees that, in the event of any such breach or
threatened breach, the Investor shall be entitled, in addition to all other available remedies, to
an injunction restraining any breach, without the necessity of showing economic loss and without
any bond or other security being required.



     (n) Enforcement Costs. If: (i) this Agreement is placed by the Investor in the hands
of an attorney for enforcement or is enforced by the Investor through any legal proceeding; or (ii)
an attorney is retained to represent the Investor in any bankruptcy, reorganization, receivership
or other proceedings affecting creditors’ rights and involving a claim under this Agreement; or
(iii) an attorney is retained to represent the Investor in any other proceedings whatsoever in
connection with this Agreement, then the Company shall pay to the Investor, as incurred by the
Investor, all reasonable costs and expenses including attorneys’ fees incurred in connection
therewith, in addition to all other amounts due hereunder.



     (o) Failure or Indulgence Not Waiver. No failure or delay in the exercise of any
power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise of any such power, right or privilege preclude other or further exercise thereof
or of any other right, power or privilege.



* * * * *





-22-









 








     IN WITNESS WHEREOF, the Investor and the Company have caused this Purchase Agreement to be
duly executed as of the date first written above.



	 	 	 	 	 
	 	THE COMPANY:



REGENERX BIOPHARMACEUTICALS, INC.

 	 
	 	By:  	/s/ J.J. Finkelstein
 	 
	 	 	Name:  	J.J. Finkelstein 	 
	 	 	Title:  	President and Chief Executive Officer 	 
	 



	 	 	 	 	 
	 	INVESTOR:



LINCOLN PARK CAPITAL FUND, LLC

BY: LINCOLN PARK CAPITAL, LLC

BY: ROCKLEDGE CAPITAL CORPORATION

 	 
	 	By:  	/s/ Josh Scheinfeld
 	 
	 	 	Name:  	Josh Scheinfeld 	 
	 	 	Title:  	President 	 
	 




-23-











 





EXHIBIT A




FORM OF OFFICER’S CERTIFICATE




          This Officer’s Certificate (“Certificate”) is being delivered pursuant to Section 8(e) of that
certain Purchase Agreement dated as of January 4, 2011 (the “Purchase Agreement”), by and between
REGENERX BIOPHARMACEUTICALS, INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL
FUND, LLC (the “Investor”). Terms used herein and not otherwise defined shall have the meanings
ascribed to them in the Purchase Agreement.




          The undersigned,  
               
    ,                  
         of the Company, hereby certifies as follows:





          1.
I am the                      of the Company and make the statements contained in
this Certificate;




          2. The representations and warranties of the Company are true and correct in
all material respects (except to the extent that any of such representations and
warranties is already qualified as to materiality in Section 4 of the Purchase
Agreement, in which case, such representations and warranties are true and correct
without further qualification) as of the date when made and as of the Commencement
Date as though made at that time (except for representations and warranties that
speak as of a specific date);




          3. The Company has performed, satisfied and complied in all material respects
with covenants, agreements and conditions required by the Transaction Documents to
be performed, satisfied or complied with by the Company at or prior to the
Commencement Date.




          4. The Company has not taken any steps, and does not currently expect to take
any steps, to seek protection pursuant to any Bankruptcy Law nor does the Company or
any of its Subsidiaries have any knowledge or reason to believe that its creditors
intend to initiate involuntary bankruptcy or insolvency proceedings. The Company is
financially solvent and is generally able to pay its debts as they become due.



IN
WITNESS WHEREOF, I have hereunder signed my name on this       day of                     .




	 	 	 	 	 
	 	 	

 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



          The undersigned as Secretary of REGENERX BIOPHARMACEUTICALS, INC., a Delaware corporation,
hereby certifies
that                     
is the duly elected, appointed, qualified and
acting                      of                      and
that the signature appearing above is his genuine signature.




	 	 	 	 	 
	 	 	


 	 
	 	 	Secretary 	 
	 	 	 	 



 









 






	 	 	 	 	 



EXHIBIT B




FORM OF SECRETARY’S CERTIFICATE



          This Secretary’s Certificate (“Certificate”) is being delivered pursuant to Section 7(k) of
that certain Purchase Agreement dated as of January 4, 2011 (the “Purchase Agreement”), by and
between REGENERX BIOPHARMACEUTICALS, INC., a Delaware corporation (the “Company”) and LINCOLN PARK
CAPITAL FUND, LLC (the “Investor”), pursuant to which the Company may sell to the Investor up to
Eleven Million Dollars ($11,000,000) of the Company’s Common Stock, $0.001 par value per share (the
“Common Stock”). Terms used herein and not otherwise defined shall have the meanings ascribed to
them in the Purchase Agreement.




          The undersigned,                     , Secretary of the Company, hereby certifies as follows:






          1. I am the Secretary of the Company and make the statements contained in this
Secretary’s Certificate.




          2. Attached hereto as Exhibit A and Exhibit B are true, correct
and complete copies of the Company’s bylaws (“Bylaws”) and Certificate of
Incorporation (“Articles”), in each case, as amended through the date hereof, and no
action has been taken by the Company, its directors, officers or shareholders, in
contemplation of the filing of any further amendment relating to or affecting the
Bylaws or Articles.




          3. Attached hereto as Exhibit C are true, correct and complete copies
of the resolutions duly adopted by the Board of Directors of the Company on
        , at which a quorum was present and acting throughout. Such
resolutions have not been amended, modified or rescinded and remain in full force
and effect and such resolutions are the only resolutions adopted by the Company’s
Board of Directors, or any committee thereof, or the shareholders of the Company
relating to or affecting (i) the entering into and performance of the Purchase
Agreement, or the issuance, offering and sale of the Purchase Shares and the
Commitment Shares and (ii) and the performance of the Company of its obligation
under the Transaction Documents as contemplated therein.




          4. As of the date hereof, the authorized, issued and reserved capital stock of
the Company is as set forth on Exhibit D hereto.



     IN
WITNESS WHEREOF, I have hereunder signed my name on
this            day
of
                    .




	 	 	 	 	 
	 	 	

 	 
	 	 	Secretary 	 
	 	 	 	 
	 


The undersigned as                      of           , a            corporation, hereby certifies that
is the duly elected, appointed, qualified and acting Secretary of                     , and that
the signature appearing above is his genuine signature.



	 	 	 	 	 
	 	 	

 	 
	 	 	 	 	 
	 	 	 	 
	 






 









 








EXHIBIT C




FORM OF LETTER TO THE TRANSFER AGENT FOR THE ISSUANCE OF THE INITIAL

COMMITMENT SHARES AT SIGNING OF THE PURCHASE AGREEMENT



[COMPANY LETTERHEAD]



[DATE]




[TRANSFER AGENT]



 



 



 





Re: Issuance of Common Shares to Lincoln Park Capital Fund, LLC



Dear                     ,



On behalf of REGENERX BIOPHARMACEUTICALS, INC., (the “Company”), you are hereby instructed to issue
as soon as possible 958,333 shares of our common stock in the name of Lincoln Park
Capital Fund, LLC. The share certificate should be dated [DATE OF THE PURCHASE AGREEMENT]. I
have included a true and correct copy of a unanimous written consent executed by all of the members
of the Board of Directors of the Company adopting resolutions approving the issuance of these
shares. The shares should be issued subject to the following restrictive legend:






THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE
SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD,
TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR
THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE
SECURITIES LAWS, UNLESS SOLD PURSUANT TO: (1) RULE 144 UNDER THE SECURITIES ACT OF
1933, AS AMENDED, OR (2) AN OPINION OF HOLDER’S COUNSEL, IN A CUSTOMARY FORM, THAT
REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS.



 









 




The share certificate should be sent as soon as possible via overnight mail to the
following address:




Lincoln Park Capital Fund, LLC

440 North Wells, Suite 620

Chicago, IL 60654

Attention: Josh Scheinfeld/Jonathan Cope



Thank you
very much for your help. Please call me at                           if you have any questions or
need anything further.




	 	 	 	 	 
	REGENERX BIOPHARMACEUTICALS, INC.

 	 	 
	BY: 	 	 	 
	 	[name] 	 	 
	 	[title]