Form of Underwriters’ Warrant AgreementCommon Stock Purchase Warrant • May 14th, 2015 • BioPharmX Corp • Construction - special trade contractors • New York
THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING (DEFINED BELOW), OR (II) A BONA FIDE OFFICER OR PARTNER OF [·] OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER.
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • May 14th, 2015 • BioPharmX Corp • Construction - special trade contractors • Delaware
This Indemnification Agreement (the “Agreement”) is made as of [Month] , by and between BioPharmX Corporation, a Delaware corporation (the “Company”), and [NAME OF INDEMNITEE] (the “Indemnitee”).
· ] Shares of Common Stock BioPharmX Corporation FORM OF UNDERWRITING AGREEMENTBioPharmX Corp • May 14th, 2015 • Construction - special trade contractors • New York
BioPharmX Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [ · ] shares (the “Firm Shares”) of the Company’s Common Stock, $0.001 par value per share (the “Common Stock”). The Company has also granted to the Underwriters an option to purchase up to [ · ] additional shares of Common Stock on the terms and for the purposes set forth in Section 2(a)(xlv) hereof (the “Option Shares”). The Firm Shares and any Option Shares purchased pursuant to this Underwriting Agreement (the “Agreement”) are herein collectively referred to as the “Shares.”
COMMERCIAL SUPPLY AGREEMENTCommercial Supply Agreement • May 14th, 2015 • BioPharmX Corp • Construction - special trade contractors • Delaware
THIS COMMERCIAL SUPPLY AGREEMENT is dated and made effective as of June 25, 2014, by and between GREGORY PHARMACEUTICAL HOLDINGS, INC. d/b/a UPM PHARMACEUTICALS, a corporation organized under the laws of the State of Maryland, and having a principal place of business at 501 Fifth Street, Bristol, Tennessee 37620 (“UPM” or “Supplier”), and BioPharmX, Inc., a corporation organized under the laws of the State of Delaware, with its corporate headquarters located at 1098 Hamilton Court, Menlo Park, California 94025 (“Buyer”) (each individually a “Party” and collectively the “Parties”).
