0001104659-16-140346 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 18th, 2016 • BioPharmX Corp • Pharmaceutical preparations • Delaware

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of August 12, 2016 by and among BioPharmX Corporation (the “Company”) and each of the persons or entities listed on Schedule I attached hereto (each of them, a “Purchaser” and, collectively, the “Purchasers” and, together with the Company, the “Parties”).

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PURCHASE AGREEMENT
Purchase Agreement • August 18th, 2016 • BioPharmX Corp • Pharmaceutical preparations • Delaware

This PURCHASE AGREEMENT dated as of August 12, 2016 (this “Agreement”) is by and among BioPharmX Corporation (the “Company”) and each of the persons or entities listed on Schedule I attached hereto (each of them, a “Purchaser” and, collectively, the “Purchasers” and, together with the Company, the “Parties”).

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SUBSCRIPTION AGREEMENT
Subscription Agreement • August 18th, 2016 • BioPharmX Corp • Pharmaceutical preparations • Delaware

The undersigned (the “Investor”) hereby confirms its agreement to the terms of this Subscription Agreement (“Agreement”) with BioPharmX Corporation, a Delaware corporation (the “Company”), as follows:

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STANDSTILL AGREEMENT
Standstill Agreement • August 18th, 2016 • BioPharmX Corp • Pharmaceutical preparations • Delaware

This STANDSTILL AGREEMENT (this “Agreement”) dated August 12, 2016, is by and among BioPharmX Corporation (the “Company”) and each of the persons or entities listed on Schedule I attached hereto (each of them, a “Purchaser” and, collectively, the “Purchasers”).

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FORM OF REGISTRATION RIGHTS AGREEMENT
Form of Registration Rights Agreement • August 18th, 2016 • BioPharmX Corp • Pharmaceutical preparations • Delaware

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of August , 2016 by and among BioPharmX Corporation (the “Company”) and each of the persons or entities listed on Schedule I attached hereto (each of them, a “Purchaser” and, collectively, the “Purchasers” and, together with the Company, the “Parties”).

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BIOPHARMX CORPORATION
Letter Agreement • August 18th, 2016 • BioPharmX Corp • Pharmaceutical preparations

Reference is made in this letter agreement (this “Letter Agreement”) to that certain Purchase Agreement dated as of December 9, 2015 (the “Purchase Agreement”), by and between BioPharmX Corporation (the “Company”) and Franklin Strategic Series - Franklin Biotechnology Discovery Fund (the “US Purchaser”) and Franklin Templeton Investment Funds — Franklin Biotechnology Discovery Fund (the “SICAV Purchaser” and, together with the US Purchaser, the “Purchasers”, and each of them, a “Purchaser”). Capitalized terms used herein and not otherwise defined shall have the meaning given to those terms in the Purchase Agreement.

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SECURITY AGREEMENT
Security Agreement • August 18th, 2016 • BioPharmX Corp • Pharmaceutical preparations • California

This SECURITY AGREEMENT (“Agreement”), is made effective as of August 17, 2016 (this “Agreement”), by and among BioPharmX Corporation, a Delaware corporation (the “Company”), each of the persons executing a copy of this Agreement, and their respective successors and assigns (each an “Investor” and, collectively, the “Investors”), and RTW Master Fund, LTD as collateral agent for the Investors (in such capacity, the “Collateral Agent”).

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