0001213900-14-000483 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • January 27th, 2014 • Thompson Designs Inc • Construction - special trade contractors • New York

This EMPLOYMENT AGREEMENT is made and entered into as of the 21st day of January, 2014 (the “Agreement”), by and between THOMPSON DESIGNS, INC., a Nevada corporation (the “Company”), and James Pekarsky (the “Executive”), (collectively the “Parties”).

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SECURITY AGREEMENT
Security Agreement • January 27th, 2014 • Thompson Designs Inc • Construction - special trade contractors • New York

THIS SECURITY AGREEMENT (this “Agreement”) is made and entered into as of __________, 2014, by and among BiopharmX Inc., a Delaware corporation (the “Grantor”), and SCM Capital LLC, in its capacity as collateral agent (in such capacity, the “Collateral Agent”) for the Holders (as defined below).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • January 27th, 2014 • Thompson Designs Inc • Construction - special trade contractors • New York

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of December __, 2013, entered into by and among BiopharmX Inc., a Delaware corporation (the “Company”), and the Buyer(s) set forth on the signature pages affixed hereto (individually, a “Buyer” or collectively the “Buyers”).

SHARE EXCHANGE AGREEMENT
Share Exchange Agreement • January 27th, 2014 • Thompson Designs Inc • Construction - special trade contractors • New York

This SHARE EXCHANGE AGREEMENT, dated as of January 23, 2014 (the “Agreement”) by and among THOMPSON DESIGNS INC., a Nevada corporation (“TPND”), BIOPHARMX INC., a Nevada corporation (“BPMX”), and the stockholders of BPMX whose names are set forth on Exhibit A attached hereto (the “BPMX Stockholders”).

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • January 27th, 2014 • Thompson Designs Inc • Construction - special trade contractors • Nevada

This STOCK PURCHASE AGREEMENT (“Agreement”) effective as of the ____ day of ___________, 2014, provides for the sale of 7,000,000 shares of common stock (the "Shares" or “Securities”) of Thompson Designs, Inc., a Nevada corporation (the "Company") at a price of $20,000 (the “Purchase Price”) from Kade Thompson ("Seller") to BioPharmX, Inc. (“Buyer”) on the following terms and conditions:

AMENDMENT AGREEMENT
Amendment Agreement • January 27th, 2014 • Thompson Designs Inc • Construction - special trade contractors

THIS AMENDMENT AGREEMENT (this “Agreement”) is made as of the ____ of January, 2014 by and between BioPharmX Inc., a Delaware corporation (the “Company”), and Mr. Leon Frenkel (the “Subscriber”). Each of the capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Securities Purchase Agreement and the Note as defined below.

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