19,130,435 SHARES OF COMMON STOCK AND 10,521,739 WARRANTS OF REXAHN PHARMACEUTICALS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • November 30th, 2012 • Rexahn Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
The undersigned, Rexahn Pharmaceuticals, Inc., a company incorporated under the laws of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of Rexahn Pharmaceuticals, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representatives (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Burrill LLC and Maxim Group LLC (collectively, the “Representatives” and each a “Representative” and if there are no Underwriters other than the Representatives, references to Underwriters shall be disregarded and the term Representatives as used herein shall have the same meaning as Underwriters) are acting as joint representatives for the several Underwriters on the terms and conditions set forth herein.
COMMON STOCK PURCHASE WARRANT REXAHN PHARMACEUTICALS, INC.Rexahn Pharmaceuticals, Inc. • November 30th, 2012 • Pharmaceutical preparations • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on July 5, 20161 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Rexahn Pharmaceuticals, Inc., a Delaware corporation (the “Company”), up to shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is issued by the Company as of the date hereof pursuant to Section 2.3(ii) of the Underwriting Agreement, dated as of November __, 2012, between the Company and Burrill LLC and Maxim Group LLC.
