as the sender of an e-mail has not received an automated notice of delivery failure from the proposed recipients computer server, (iii) the
Trading Day following the date of mailing, if sent by nationally recognized overnight courier service specifying next business day delivery, or (iv) upon actual receipt by the Person to whom such notice is required to be given, if by hand
delivery. The addresses and e-mail addresses for such communications shall be:
If to the Company:
REGENXBIO Inc.
9804 Medical Center Drive,
Rockville, MD 20850
Attention: Chief Legal Officer
with a copy (which shall not constitute notice) to:
Covington & Burling LLP,
One CityCenter, 850 Tenth
Street, NW,
Washington, D.C. 20001,
Attention: Kerry S.
Burke (email: kburke@cov.com) and Matthew C. Franker (email: mfranker@cov.com)
If to the Warrant Agent, at:
Computershare Inc.
Computershare Trust Company, N.A.
150 Royall Street
Canton, MA 02021
Attention: Client Services
If to the Holder, to its address or e-mail address set forth herein or on the books and records of the Company.
Or, in each of the above instances, to such
other address or e-mail address as the recipient party has specified by written notice given to each other party at least five (5) days prior to the effectiveness of such change.
14. Warrant Agent. This Warrant is being issued pursuant to that certain Warrant Agency Agreement (the Warrant Agent Agreement),
dated as of March 11, 2024, between the Company and Computershare Inc., a Delaware corporation, and its affiliate, Computershare Trust Company, N.A., a federal trust company, and any successor warrant agent under thereunder (collectively, the
Warrant Agent). Upon ten (10) days notice to the Holder, the Company may appoint a new warrant agent. Any Person into which the Warrant Agent or any new warrant agent may be merged or any Person resulting from any
consolidation to which the Warrant Agent or any new warrant agent shall be a party or any Person to which the Warrant Agent or any new warrant agent transfers substantially all of its corporate trust or shareholders services business shall be a
successor warrant agent under this Warrant without any further act. Any such successor warrant agent shall promptly cause notice of its succession as warrant agent to be mailed (by first class mail, postage prepaid) to the Holder at the
Holders last address as shown on the Warrant Register.
15. Miscellaneous.
(a) No Rights as a Stockholder. The Holder, solely in such Persons capacity as a holder of this Warrant, shall not be entitled to vote or, except
as provided herein, receive dividends or be deemed the holder of share capital of the Company for any purpose (other than for tax purposes), nor shall anything contained in this Warrant be construed to confer upon the Holder, solely in such
Persons capacity as the Holder of this Warrant, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock,
consolidation, merger, amalgamation, conveyance or otherwise), receive notice of meetings, receive, except as provided herein, dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares which such
Person is then entitled to receive upon the due exercise of this Warrant. In addition, nothing contained in this Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant or
otherwise) or as a stockholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company.
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