Exhibit 10.1


  


 


 


REGENERX BIOPHARMACEUTICALS, INC.


 


 


 


 


______________________________


 


 


 


 


 


CONVERTIBLE NOTE PURCHASE AGREEMENT


 


 


 


July 5, 2013


 






    	 



    	 



    

 


 





Table of Contents


 


Page


 





	SECTION
    1.	 	DEFINITIONS	 	 	1
	 	 	 	 	 	 
	SECTION
    2.	 	ISSUANCE
    AND SALE OF THE SECURITIES	 	 	3
	 	 	 	 	 	 
	SECTION
    3.	 	THE
    CLOSING	 	 	3
	 	 	 	 	 	 
	3.1	 	Closing 	 	 	3
	 	 	 	 	 	 
	3.2	 	Deliveries
    by the Company	 	 	4
	 	 	 	 	 	 
	3.3	 	Deliveries
    by the Investor	 	 	4
	 	 	 	 	 	 
	SECTION
    4.	 	REPRESENTATIONS,
    WARRANTIES AND COVENANTS	 	 	4
	 	 	 	 	 	 
	4.1	 	Representations
    and Warranties of the Company	 	 	5
	 	 	 	 	 	 
	4.2	 	Representations
    and Warranties of the Investor	 	 	7
	 	 	 	 	 	 
	SECTION
    5.	 	CONDITIONS
    TO CLOSING	 	 	9
	 	 	 	 	 	 
	5.1	 	Conditions
    to Closing by the Investor	 	 	9
	 	 	 	 	 	 
	5.2	 	Conditions
    to Closing by the Company	 	 	10
	 	 	 	 	 	 
	SECTION
    6.	 	MISCELLANEOUS	 	 	10
	 	 	 	 	 	 
	6.1	 	Waivers
    and Amendments	 	 	10
	 	 	 	 	 	 
	6.2	 	Costs
    and Expenses	 	 	10
	 	 	 	 	 	 
	6.3	 	Remedies
    Cumulative	 	 	11
	 	 	 	 	 	 
	6.4	 	Remedies
    Not Waived	 	 	11
	 	 	 	 	 	 
	6.5	 	Entire
    Agreement	 	 	11
	 	 	 	 	 	 
	6.6	 	Specific
    Performance	 	 	11
	 	 	 	 	 	 
	6.7	 	Governing
    Law	 	 	12
	 	 	 	 	 	 
	6.8	 	Notices	 	 	11
	 	 	 	 	 	 
	6.9	 	Counterparts	 	 	12
	 	 	 	 	 	 
	6.10	 	Successors
    and Assigns	 	 	12
	 	 	 	 	 	 
	6.11	 	Third
    Parties	 	 	12
	 	 	 	 	 	 
	6.12	 	Schedules
    and Exhibits	 	 	12
	 	 	 	 	 	 
	6.13	 	Headings	 	 	13




 









    	 



    	 



    




 


CONVERTIBLE NOTE PURCHASE AGREEMENT


 


THIS
CONVERTIBLE NOTE PURCHASE AGREEMENT (this “Agreement”), dated as of July 5, 2013, is entered into
by and between RegeneRx Biopharmaceuticals, Inc., a Delaware corporation (the “Company”), and _______________
 (the “Investor”).


 


RECITALS


 


Whereas,
the Company has authorized the sale and issuance of convertible promissory notes in the form attached hereto as Exhibit
A the aggregate principal amount of $120,000 (the “Notes”) (the securities issuable on conversion
of the Notes, the “Conversion Shares” and, along with the Notes, the “Securities”)
for an aggregate purchase amount of $120,000, pursuant to the terms of a series of Agreements on substantially identical terms
to this Agreement;


 


Whereas,
the Investor desires to purchase the Securities on the terms and conditions set forth herein; and


 


Whereas,
the Company desires to issue and sell the Securities to the Investor on the terms and conditions set forth herein.


 


Agreement


 


Now,
Therefore, in consideration of the foregoing recitals and the mutual promises, representations, warranties, and covenants
hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto agree as follows:





 


SECTION
1. DEFINITIONS


 


The following terms
when used in this Agreement shall have the following respective meanings:


 


“Applicable
Laws” has the meaning set forth in Section 4.1(f) hereof.


 


“Board
of Directors” means the Board of Directors of the Company.


 


“Capital
Stock” means (i) with respect to any Person that is a corporation, any and all shares, interests or equivalents in
capital stock (whether voting or nonvoting and whether common or preferred) of such corporation and (ii) with respect to any Person
that is not a corporation, any and all partnership, membership, limited liability company or other equity interests of such Person;
and in each case, any and all warrants, rights or options to purchase any of the foregoing.


 


“Certificate
of Incorporation” means the Certificate of Incorporation of the Company, as in effect and on file with the Secretary
of State of the State of Delaware on the date of this Agreement.


 



    	 



    	 



    




“Closing”
has the meaning set forth in Section 3.1 hereof.


 


“Closing
Date” has the meaning set forth in Section 3.1 hereof.


 


“Common
Stock” means the Common Stock of the Company, par value $0.001 per share.


 


“Conversion
Shares” has the meaning set forth in the Preamble.


 


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


 


“Governmental
Authority” means the United States, any state, county or municipality, the government of any foreign country, any
subdivision of any of the foregoing or any authority, department, commission, board, bureau, agency, court or instrumentality of
any of the foregoing.


  


“Knowledge
of the Company,” including the terms “Know,” “Known” and other
derivatives thereof, means, with respect to the Company, the actual knowledge, after reasonable investigation, of any Responsible
Officer.


 


“Lien”
means any mortgage, lien, pledge, security interest, easement, conditional sale or other title retention agreement or other encumbrance
of any kind except for liens relating to taxes that have accrued but are not yet payable which do not have a Material Adverse Effect.


 


“Material
Adverse Effect” means a material adverse effect upon (i) the condition (financial or otherwise), operations, business,
properties or assets of the Company, (ii) the ability of the Company to perform its obligations under this Agreement or any of
the other agreements or documents contemplated hereby to which it is a party or (iii) the legality, validity or enforceability
of this Agreement or any of the other agreements or documents contemplated hereby or the rights and remedies of the Investor and
the other parties hereunder and thereunder.


 


“Material
Agreements” has the meaning set forth in Section 4.1(e) hereof.


 


“Notes”
has the meaning set forth in the Preamble.


 


“Parties”
refers collectively to the Company and the Investor.


 


“Person”
means an individual, corporation, partnership, joint venture, trust, unincorporated organization, or Governmental Authority.


 


“Purchase
Price” has the meaning set forth in Section 2 hereof.


 


“Regulation
D” has the meaning set forth in Section 4.2(c) hereof.


 


“Responsible
Officer” means, with respect to the Company, the President and Chief Executive Officer, the Vice President of Clinical
and Regulatory Affairs or the Chairman of the Board of Directors.


 



    	 



    	 



    













 





“Returns”
has the meaning set forth in Section 4.1(i) hereof.


 


“SEC”
means the U.S. Securities and Exchange Commission.


 


“SEC Reports”
has the meaning set forth in Section 4.1(h)(i) hereof.


 


“Securities”
has the meaning set forth in the Preamble.


 


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


  


“Stockholders”
has the meaning set forth in Section 4.1(b) hereof.


 


“Tax”
or “Taxes” refers to any and all federal, state, national, local, foreign and other taxes, assessments
and other governmental charges, duties, levies, impositions and liabilities relating to taxes, including taxes based upon or measured
by gross receipts, income, profits, sales, use and occupation, and value added, ad valorem, transfer, franchise, withholding, payroll,
recapture, employment, excise and property taxes, together with all interest, penalties and additions imposed with respect to such
amounts and any obligations under any agreements or arrangements with any other person with respect to such amounts and including
any liability for taxes of a predecessor entity.


 


SECTION
2.ISSUANCE AND SALE OF THE SECURITIES


 


At the Closing, the
Company shall issue and sell to the Investor, and such Investor shall purchase, for an aggregate purchase price of $________ (the
“Purchase Price”), from the Company, a Note in the principal amount of $________.


 


SECTION
3.THE CLOSING


 


3.1Closing 


 


The
closing of the issuance and sale of the Securities pursuant to Section 2 hereof and certain of the other transactions contemplated
hereby (the “Closing”) shall take place at the offices of Cooley LLP, One Freedom Square, Reston
Town Center, 11951 Freedom Drive, Reston, Virginia 20190, or at such other time or place as the Parties
shall mutually agree (the actual date being referred to herein as the “Closing Date”). The Parties agree
that the Closing may occur by facsimile signature and delivery and that the Parties need not appear in person at the Closing.


 


3.2Deliveries
by the Company


 


At or prior to the
Closing, the Company shall deliver or cause to be delivered to the Investor the following items:


 


(a)The Note purchased
by the Investor hereunder, registered in the name of the Investor and subject to the legends and other restrictions set forth herein;


 



    	 



    	 



    




(b)a counterpart
of this Agreement duly executed by the Company. 


 


3.3Deliveries
by the Investor


 


At or prior to the
Closing, the Investor shall deliver or cause to be delivered to the Company the following items:


 


(a)payment of the
Purchase Price in immediately available funds by wire transfer to an account designated in writing by the Company prior to the
Closing Date;


 


(b)a fully completed
and duly executed Accredited Investor Certification in the form attached hereto as Exhibit
B; and


 


(c)a counterpart
of this Agreement duly executed by the Investor.


 


SECTION
4.REPRESENTATIONS, WARRANTIES AND COVENANTS


 


4.1Representations
and Warranties of the Company


 


In order to induce the Investor to purchase
the Securities it is purchasing hereunder, the Company represents and warrants to the Investor as of the date hereof that:


 


(a)Organization
and Standing. The Company is duly incorporated and validly existing under the laws of the State of Delaware and has all requisite
corporate power and authority to own or lease its properties and assets and to conduct its business as it is presently being conducted.


 


(b)Capitalization.
The outstanding shares of Capital Stock are all duly and validly authorized and issued, fully paid and nonassessable, and based
in part on the representations of the stockholders of the Company (the “Stockholders”) made in connection
with the issuance thereof, were issued in compliance with all applicable federal and state securities laws.


 


(c)Capacity of
the Company; Consents; Execution of Agreements. The Company has all requisite power, authority and capacity to enter into this
Agreement and to perform the transactions and obligations to be performed by it hereunder. The execution and delivery of this Agreement
and any agreements contemplated hereby by the Company, and the performance by the Company of the transactions and obligations contemplated
hereby and thereby, including, without limitation, the issuance and delivery of the Securities to the Investor, has been duly authorized
by all requisite action of the Company and Stockholders. This Agreement has been duly executed and delivered by a duly authorized
officer of the Company and constitutes a valid and legally binding agreement of the Company, enforceable in accordance with its
respective terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar
laws of the United States (both state and federal), affecting the enforcement of creditors’ rights or remedies in general
and general equity principles.


 


 



    	 



    	 



    




 


(d)Status of the
Conversion Shares; Reservation of Common Stock. The Conversion Shares to be issued and purchased hereunder, when issued by
the Company to the Investor and paid for by the Investor pursuant to the terms of this Agreement and the Note will (i) be duly
authorized, validly issued, fully paid and nonassessable, (ii) based on the Investor’s representations in Section 4.2, have
been issued in compliance with all applicable United States federal and state securities laws and (iii) be free and clear of all
Liens. The Company has available sufficient shares of Common Stock for issuance pursuant to the terms of this Agreement.


 


(e)Conflicts;
Defaults. The execution and delivery of this Agreement by the Company and the performance by the Company of the transactions
and obligations contemplated hereby to be performed by it will not (i) materially violate, conflict with, or constitute a default
under any of the terms or provisions of, the Certificate of Incorporation, the bylaws, or any provisions of, or result in the acceleration
of any obligation under, any material contract, note, debt instrument, security agreement, or other instrument to which the Company
is a party or by which the Company, or any of their assets is bound (collectively, the “Material Agreements”);
(ii) result in the creation or imposition of any Liens or claims upon the Company’s assets or upon the Company’s Common
Stock; (iii) assuming the accuracy of the Investor’s representations in Section 4.2, constitute a material violation of any
law, statute, judgment, decree, order, rule, or regulation of a Governmental Authority applicable to the Company; or (iv) constitute
an event which, after notice or lapse of time or both, would result in any of the foregoing. The Company is not presently in violation
of its Certificate of Incorporation or bylaws.


 


(f)Compliance
with Laws. The Company is not in violation of, nor do any of its respective operations violate in any respect, any statute,
law, or regulation of any Governmental Authority applicable to the Company (“Applicable Laws”), which
violation would have a Material Adverse Effect.


 


(g)Litigation.
As of the date hereof: (i) the Company is not subject to any order of, or written agreement or memorandum of understanding with,
any Governmental Authority which would have a Material Adverse Effect; (ii) there are no material actions, suits, claims, investigations,
or proceedings pending at law or in equity or before or by any Governmental Authority, or, to the Knowledge of the Company, threatened,
against the Company or any of its assets or properties or the transactions contemplated by this Agreement, and to the Knowledge
of the Company, there exist no facts or circumstances which reasonably could be anticipated to result in any such action, suit,
claim, investigation, or proceeding; and (iii) no Person has asserted, and, to the Knowledge of the Company, no Person has a valid
basis upon which to assert, any claims against the Company that would materially adversely affect the transactions contemplated
by this Agreement or result in or form the basis of any such action, suit, claim, investigation or proceeding. There is no material
action, suit, proceeding or investigation by the Company currently pending or which the Company intends to initiate.


 


(h)Securities
Laws.


 


(i)The Company
has filed all forms, reports and documents with the SEC required to be filed by it pursuant to the federal securities laws and
the SEC rules and regulations thereunder, all of which complied in all material respects with all applicable requirements of the
Securities Act and the Exchange Act (collectively, the “SEC Reports”). None of the SEC Reports, including,
without limitation, any financial statements or schedules included therein, at the time filed (or if amended or superseded by a
filing prior to the date of this Agreement, then on the date of such filing) 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 light
of circumstances under which they were made, not misleading.


 



    	 



    	 



    




(ii)Based on the
Investor’s representations in Section 4.2, no consent, authorization, approval, permit, or order of or filing with any Governmental
Authority is required in order for the Company to execute and deliver this Agreement or in order for the Company to offer, issue,
sell, or deliver the Securities. Based in part on the representations of the Investor and under the circumstances contemplated
hereby and under current laws and regulations, the offer, issuance, sale and delivery of the Securities to the Investor is exempt
from the registration requirements of the Securities Act.


 


(i)Taxes.
The Company has timely filed or caused to be filed with the appropriate taxing authority all federal, state, national, local and
foreign returns, estimates, information statements and reports (“Returns”) relating to Taxes required
to be filed by the Company on or prior to the Closing Date. The Returns have accurately reflected in all material respects and
will accurately reflect in all material respects all liability for Taxes of the Company for the periods covered thereby.


 


4.2Representations
and Warranties of the Investor


 


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


 


(a)Investment
Intent. The Securities to be purchased by the Investor hereunder are being purchased for its own account and not with the view
to, or for resale in connection with, any distribution or public offering thereof within the meaning of the Securities Act. The
Investor understands that the Securities have not been registered under the Securities Act by reason of their issuance in transactions
exempt from the registration and prospectus delivery requirements of the Securities Act pursuant to Section 4(a)(2) thereof. The
Investor further understands that the certificates representing the Conversion Shares that may be issued pursuant to the conversion
of the Note will bear the following legend and the Investor agrees that it will hold such shares subject thereto:


 


“THESE SECURITIES HAVE
NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION
FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE
SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS.”


 



    	 



    	 



    




(b)Capacity of
the Investor; Execution of Agreement. The Investor has all requisite power, authority and capacity to enter into this Agreement,
deliver the Purchase Price, and to perform the transactions and obligations to be performed by it hereunder. This Agreement has
been duly authorized, executed and delivered by them and constitutes its valid and legally binding obligation, enforceable in accordance
with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar
laws, both state and federal, affecting the enforcement of creditors’ rights or remedies in general from time to time in
effect and the exercise by courts of equity powers or their application of principles of public policy.


 


(c)Accredited
Investor. The Investor is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under
the Securities Act (“Regulation D”).


 


(d)Suitability
and Sophistication. (i) The Investor has such knowledge and experience in financial and business matters that it is capable
of independently evaluating the risks and merits of purchasing the Securities; (ii) the Investor has independently evaluated the
risks and merits of purchasing the Securities and has independently determined that the Securities are a suitable investment for
it; and (iii) the Investor has sufficient financial resources to bear the loss of their entire investment in the Securities.


 


(e)Receipt of
Information. The Investor believes, after due inquiry and investigation, that it has received all of the information that it
considers necessary or appropriate for deciding whether to purchase the Securities. The Investor further represents that it has
had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of
the Securities and the business, properties, prospects and financial condition of the Company and to obtain additional information
(to the extent the Company possessed such information or could acquire it without unreasonable effort or expense) necessary to
verify the accuracy of any information furnished to the Investor. The foregoing, however, does not limit or modify the representations
and warranties of the Company in Section 4 of this Agreement or the right of the Investor to rely thereon.


 


(f)Independent
Existence. The Investor was not formed for the specific purpose of purchasing the Securities.


 


SECTION
5.CONDITIONS TO CLOSING


 


5.1Conditions
to Closing by the Investor


 


The obligations of
the Investor to consummate the purchase of the Securities pursuant to Section 2 hereof and certain of the transactions contemplated
by this Agreement are subject to the satisfaction on or prior to the Closing Date of the following conditions, any of which may
be waived in whole or in part in writing by the Investor: 


 


(a)all representations
and warranties of the Company contained in this Agreement shall be true and correct as of the date of this Agreement and as of
the Closing Date as though made anew as of such date (unless another date is specified);


 



    	 



    	 



    




(b)the Company shall
have delivered to the Investor the items required by Section 3.2 of this Agreement;


 


(c)the Company shall
have performed and complied with all agreements and conditions required by this Agreement to be performed and complied with by
it prior to or as of the Closing Date; and


 


(d)all
pre-issuance registrations, qualifications, permits and approvals required, if any, under applicable state securities laws or stock
exchange listing rules for the lawful execution and delivery of this Agreement and the offer, sale, issuance and delivery of the
Securities shall have been obtained.


 


5.2Conditions
to Closing by the Company


 


The obligations of
the Company to consummate the issuance and sale of the Securities pursuant to Section 2 hereof and certain of the transactions
contemplated by this Agreement are subject to the satisfaction on or prior to the Closing Date of the following conditions, any
of which may be waived in whole or in part in writing by the Company:


 


(a)all representations
and warranties of the Investor contained in this Agreement shall be true and correct as of the date of this Agreement and as of
the Closing Date as though made anew as of such date;


 


(b)the Investor shall
have delivered to the Company the items required by Section 3.3 of this Agreement;


 


(c)all pre-issuance
registrations, qualifications, permits and approvals required, if any, under applicable state securities laws or stock exchange
listing rules for the lawful execution and delivery of this Agreement and the offer, sale, issuance and delivery of the Securities
shall have been obtained; and


 


(d)the Investor shall
have performed and complied with all agreements and conditions required by this Agreement to be performed and complied with by
it prior to or as of the Closing Date.


 


SECTION
6.MISCELLANEOUS


 


6.1Waivers and
Amendments


 


This Agreement may
be amended or modified in whole or in part only by a writing which makes reference to this Agreement that is executed by the Investor
and the Company. The obligations of any Party hereunder may be waived (either generally or in a particular instance and either
retroactively or prospectively) only with the written consent of the party claimed to have given the waiver; provided, however,
that any waiver by any party of any violation of, breach of, or default under any provision of this Agreement or any other agreement
provided for herein shall not be construed as, or constitute, a continuing waiver of such provision, or waiver of any other violation
of, breach of or default under any other provision of this Agreement or any other agreement provided for herein.


 



    	 



    	 



    




6.2Costs
and Expenses


 


Each party agrees to
pay its own costs and expenses in connection with the preparation, execution and delivery of this Agreement and other instruments
and documents to be delivered hereunder and thereunder.


 


6.3Remedies
Cumulative


 


No specific right,
power, or remedy conferred by this Agreement shall be exclusive, and each such right, power, or remedy shall be cumulative and
in addition to every other right, power, or remedy, whether conferred hereby or by any security of the Company or now or hereafter
available, at law or in equity, by statute or otherwise.


 


6.4Remedies
Not Waived


 


No course of dealing
between the Company and the Investor, and no delay in exercising any right, power, or remedy conferred hereby or by any security
issued by the Company, or now or hereafter available at law or in equity, by statute or otherwise, shall operate as a waiver of
or otherwise prejudice any such right, power, or remedy.


 


6.5Entire
Agreement


 


This Agreement and
the other agreements and instruments expressly provided for herein, together set forth the entire understanding of the parties
hereto and supersede in their entirety all prior contracts, agreements, arrangements, communications, discussions, representations
and warranties, whether oral or written, among the parties with respect to the subject matter hereof.


 


6.6Specific
Performance


 


The Company and the
Investor acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement were
not performed in accordance with the specific terms hereof or were otherwise breached. It is accordingly agreed that, to the fullest
extent permitted by law or equity, each of the parties shall be entitled to an injunction or injunctions to prevent or cure breaches
of the provisions of this Agreement and to enforce specifically the terms and provisions hereof, this being in addition to any
other remedy to which the parties may be entitled by law or equity.


 


6.7Governing
Law


 


This Agreement shall
in all respects be governed by and construed in accordance with the internal substantive laws of the State of Delaware without
giving effect to the principles of conflicts of law thereof.


 



    	 



    	 



    




6.8Notices


 


Any notice, request
or other communication required or permitted hereunder shall be in writing and be deemed to have been duly given (a) when personally
delivered or sent by facsimile transmission (the receipt of which is confirmed in writing), (b) one business day after being sent
by a nationally recognized overnight courier service or (c) three business days after being sent by registered or certified mail,
return receipt requested, postage prepaid, to the parties at their respective addresses set forth below.


 


If to the Company:


 


RegeneRx Biopharmaceuticals, Inc.


15245 Shady Grove Road


Suite 470


Rockville, MD 20850


Attention: J.J. Finkelstein


Facsimile: 301-208-9194


 


With a copy, which shall not constitute
notice, to:





Cooley LLP


One Freedom Square, Reston Town Center


11951 Freedom Drive


Reston, VA 20190


Attention: Darren K. DeStefano, Esq.


Facsimile: 703-456-8100


 


If to the Investor:


 


To the address set forth below the Investor’s
name on the signature page of this Agreement


 


Any party by written notice to the others
may change the address or the persons to whom notices or copies thereof shall be directed.


 


6.9Counterparts


 


This Agreement may
be executed in counterparts, each of which shall be deemed to be an original, and all of which together shall constitute one and
the same instrument.


 


6.10Successors
and Assigns


 


This Agreement shall
be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.


 


6.11Third Parties


 


Nothing expressed or
implied in this Agreement is intended, or shall be construed, to confer upon or give any Person other than the parties hereto any
rights or remedies under or by reason of this Agreement.


 



    	 



    	 



    




6.12Schedules
and Exhibits


 


The schedules and exhibits
attached to this Agreement are incorporated herein and shall be part of this Agreement for all purposes.


 


6.13Headings


 


The headings in this
Agreement are solely for convenience of reference and shall not be given any effect in the construction or interpretation of this
Agreement.


 


 


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IN WITNESS WHEREOF,
the parties have duly executed, or have caused their duly authorized officer or representative to execute, this Securities Purchase
Agreement as of the date first above written.


 


REGENERX BIOPHARMACEUTICALS, INC.


 


By:______________________________


Name:J.J. Finkelstein


Title:President and Chief Executive
Officer


 




    	 



    	 



    

IN WITNESS WHEREOF,
the parties have duly executed, or have caused their duly authorized officer or representative to execute, this Securities Purchase
Agreement as of the date first above written.


 


 


Name of Purchaser: __________________________


 


Signature of Authorized Signatory of
Purchaser: _________________________________


 


Name of Authorized Signatory: _________________


 


Title of Authorized Signatory: _______


 


Email Address of Authorized Signatory:
__________________


 


Facsimile Number of Authorized Signatory: __________________________


 


Address for Notice of Purchaser:


 


___________________________________________


 


Address for Delivery of Securities for Purchaser (if not same
as address for notice):


 


____________________________________________


 


 


 




    	 



    	 



    

 


Exhibit
A


 


FORM OF NOTE


 


[ATTACHED]


 




    	 



    	 



    




 


Exhibit
B


 


 


 


 


 


 


 


 






    	 



    	 



    

 


ACCREDITED INVESTOR CERTIFICATION


 


The undersigned represents and warrants
to RegeneRx Biopharmaceuticals, Inc. (the “Company”) that the undersigned fits within each category marked
below, and that for any category marked, he, she or it has truthfully set forth any description required as provided for below.
ALL INFORMATION WILL BE KEPT STRICTLY CONFIDENTIAL. The undersigned agrees to furnish any additional information that the Company
deems necessary in order to verify the answers set forth below.


 


(PLEASE MARK EACH CATEGORY APPLICABLE TO YOU)


 


		 ̈	The undersigned is an individual (not a partnership, corporation, etc.) whose individual net worth,
or joint net worth with his or her spouse, presently exceeds $1,000,000.



 


			Explanation. In calculating net worth you may include equity in personal property and real
estate, including your principal residence, cash, short-term investments, stock and securities. Equity in personal property and
real estate should be based on the fair market value of such property minus debt secured by such property.



 


		 ̈	The undersigned is an individual (not a partnership, corporation, etc.) who had an income in excess
of $200,000 in each of the two most recent years, or joint income with his or her spouse in excess of $300,000 in each of those
years (in each case, including foreign income, tax exempt income and full amount of capital gains and losses, but excluding any
income of other family members and any unrealized capital appreciation), and has a reasonable expectation of reaching the same
income level in the current year.



 


		 ̈	The undersigned is a director or executive officer of the Company.



 


		 ̈	The undersigned is either: (a) a bank as defined in Section 3(a)(2) of the Securities Act of 1933,
as amended (the “Act”); (b) a savings and loan association or other institution as defined in Section
3(a)(5)(A) of the Act, whether acting in its individual or fiduciary capacity; (c) a broker dealer registered pursuant to Section
15 of the Securities Exchange Act of 1934; (d) an insurance company as defined in Section 2(13) of the Act; (e) an investment company
registered under the Investment Company Act of 1940 or a business development company as defined in Section 2(a)(48) of the Act;
(f) a small business investment company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small
Business Investment Act of 1958; (g) a plan established and maintained by a state, its political subdivisions, or any agency or
instrumentality of a state or its political subdivisions, for the benefit of its employees, if such a plan has total assets in
excess of $5,000,000; or (h) an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974
(“ERISA”), if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of ERISA,
which is either a bank, savings and loan association, insurance company or registered investment advisor, or if the employee benefit
plan has total assets in excess of $5,000,000, or, if a self-directed plan, with investment decisions made solely by persons that
are accredited investors, as defined in Rule (501)(a) promulgated under the Act.



 


	 	 
	 	(describe entity)











 


		 ̈	The undersigned is a private business development company as defined in Section 202(a)(22) of the
Investment Advisers Act of 1940.



 






    	 



    	 



    




 


	 	 
	 	(describe entity)



 


		ý	The undersigned is an organization within the meaning of Section 501(c)(3) of the Internal Revenue
Code, a corporation, a business trust, or a partnership, not formed for the specific purpose of acquiring the Securities, with
total assets in excess of $5,000,000.



 


	 	 
	 	(describe entity)



 


		 ̈	The undersigned is a trust with total assets in excess of $5,000,000, not formed for the specific
purpose of acquiring the Securities, whose investments are directed by a “sophisticated person” as described
in Rule 506(b)(2)(ii) promulgated under the Act.



 


		 ̈	The undersigned is an entity, all the equity owners of which are “accredited investors”
within one or more of the above categories. If relying upon this category alone, each equity owner must complete a separate
copy of this Certificate.



 


	 	 
	 	(describe entity)



 


		 ̈	The undersigned does not meet the criteria of any of the categories listed above.



  


THE UNDERSIGNED UNDERSTANDS THAT THE COMPANY
WILL RELY ON THE FOREGOING REPRESENTATIONS TO, AMONG OTHER THINGS, MAINTAIN THE EXEMPTION FOR THE ISSUANCE OF THE SECURITIES FROM
THE REQUIREMENT TO REGISTER SUCH SECURITIES UNDER THE ACT.


 


The answers to the
foregoing questions are correctly stated to the best of my knowledge, information and belief. I hereby agree to notify the Company
promptly of any changes in the foregoing information.


 


Dated: ________________





Name of Purchaser: __________________________________


 


Signature of Authorized Signatory of
Purchaser: _________________________________


 


Name of Authorized Signatory: ____________________


 


Title of Authorized Signatory: ________