PRE-FUNDED COMMON STOCK PURCHASE WARRANT Timber Pharmaceuticals, Inc.Timber Pharmaceuticals, Inc. • August 8th, 2022 • Pharmaceutical preparations • New York
THIS PRE-FUNDED 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 until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Timber 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).
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 22nd, 2020 • Timber Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of , 2020 by and between Timber Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
COMMON STOCK PURCHASE WARRANT TIMBER PHARMACEUTICALS, INC.Common Stock Purchase Warrant • August 8th, 2022 • Timber Pharmaceuticals, Inc. • 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 5:00 p.m. (New York City time) on August 9, 2027 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Timber 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).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 2nd, 2022 • Timber Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of ______, 2022, between Timber Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 26th, 2017 • BioPharmX Corp • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of April 26, 2017, between BioPharmX Corporation, a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
Capital on Demand™ Sales AgreementBioPharmX Corp • May 16th, 2019 • Pharmaceutical preparations • New York
BioPharmX Corporation, a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with JonesTrading Institutional Services LLC (the “Agent”), as follows:
COMMON STOCK PURCHASE WARRANT BIOPHARMX CORPORATIONBioPharmX Corp • September 27th, 2016 • Pharmaceutical preparations
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 March , 2017 (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from BioPharmX Corporation, 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).
SERIES 2 COMMON STOCK PURCHASE WARRANT TIMBER PHARMACEUTICALS, INC.Timber Pharmaceuticals, Inc. • October 3rd, 2022 • Pharmaceutical preparations • New York
THIS SERIES 2 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 April 3, 2023 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on October 3, 2025 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Timber 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).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • March 21st, 2019 • BioPharmX Corp • Pharmaceutical preparations • New York
BIOPHARMX CORPORATION WARRANT TO PURCHASE COMMON STOCKBioPharmX Corp • December 7th, 2018 • Pharmaceutical preparations • New York
BioPharmX Corporation, a company organized under the laws of Delaware (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, , the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, at any time or times during the Exercise Period, but not after 11:59 p.m., New York time, on the Expiration Date, (as defined below), ( ) fully paid non-assessable shares of Common Stock (as defined below), subject to adjustment as provided herein (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this “Warrant”), shall have the meanings set forth in Section 16. This Warrant is one of the Warrants to Purchase
21,325,000 SHARES of Common Stock 23,437,500 COMMON WARRANTS (EXERCISABLE FOR 23,437,500 WARRANT SHARES) AND 2,112,500 PRE-FUNDED WARRANTS (EXERCISABLE FOR 2,112,500 WARRANT SHARES) TIMBER PHARMACEUTICALS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • November 4th, 2021 • Timber Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
The undersigned, Timber 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 Timber Pharmaceuticals, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which H.C. Wainwright & Co., LLC is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
SERIES 1 COMMON STOCK PURCHASE WARRANT TIMBER PHARMACEUTICALS, INC.Timber Pharmaceuticals, Inc. • October 3rd, 2022 • Pharmaceutical preparations • New York
THIS SERIES 1 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 October 3, 2022 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on April 3, 2025 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Timber 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).
BIOPHARMX CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • November 9th, 2017 • BioPharmX Corp • Pharmaceutical preparations • New York
BioPharmX Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to Oppenheimer & Co. Inc., as representative (the “Representative”) of the several underwriters named in Schedule I hereto (each, the “Underwriter”), (i) an aggregate of authorized but unissued shares (the “Shares”) of Common Stock, par value $0.001 per share of the Company (the “Common Stock”), and (ii) warrants (the “Warrants”) to purchase up to an aggregate of shares of Common Stock (the “Warrant Shares”). The Shares, Warrants and Warrant Shares are collectively referred to as the “Securities.”
BIOPHARMX CORPORATION WARRANT TO PURCHASE COMMON STOCKBioPharmX Corp • January 29th, 2020 • Pharmaceutical preparations • New York
BioPharmX Corporation, a company organized under the laws of Delaware (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Timber Pharmaceuticals LLC, the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, at any time or times during the Exercise Period, but not after 11:59 p.m., New York time, on the Expiration Date, (as defined below), two million two hundred fifty five thousand three hundred thirty six (2,255,336) fully paid non-assessable shares of Common Stock (as defined below), subject to adjustment as provided herein (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this “Warr
Series A Warrants to Purchase Shares of Common StockUnderwriting Agreement • November 17th, 2017 • BioPharmX Corp • Pharmaceutical preparations • New York
BioPharmX Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to Oppenheimer & Co. Inc., as representative (the “Representative”) of the several underwriters named in Schedule I hereto (each, the “Underwriter”), (i) an aggregate of authorized but unissued shares (the “Shares”) of Common Stock, par value $0.001 per share of the Company (the “Common Stock”) or pre-funded warrants (the “Pre-Funded Warrants”) to purchase Common Stock in lieu thereof at an exercise price of $0.001 per shares (the “Pre-Funded Warrant Shares”), and (ii) Series A warrants (the “Series A Warrants”) to purchase up to an aggregate of shares of Common Stock ( the “Series A Warrant Shares”) and Series B warrants (the “Series B Warrants” and together with the Series A Warrants, the “Warrants”) to purchase up to an aggregate of shares of Common Stock (the “Series B Warrant Shares” and together with the Series A Warrant Shares, the “Warran
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among: BIOPHARMX CORPORATION, a Delaware corporation; BITI MERGER SUB, INC. a Delaware corporation; and TIMBER PHARMACEUTICALS LLC, a Delaware limited liability company Dated as of January 28, 2020Agreement and Plan of Merger and Reorganization • January 29th, 2020 • BioPharmX Corp • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”) is made and entered into as of January 28, 2020, by and among BIOPHARMX CORPORATION, a Delaware corporation (“Parent”), BITI MERGER SUB, INC., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and TIMBER PHARMACEUTICALS LLC, a Delaware limited liability company (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 3rd, 2022 • Timber Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October 3, 2022, between Timber Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 18th, 2020 • Timber Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of July 17, 2020 (the "Amended and Restated Date") by and among BioPharmX Corporation, a Delaware corporation, with headquarters previously located at 900 E. Hamilton Ave., Suite 100, Campbell, California 95008 (now 50 Tice Blvd., Suite A26, Woodcliff Lake, NJ 07677), which was renamed "Timber Pharmaceuticals, Inc." pursuant to the Merger Agreement (as defined below) (the "Company"), and the investors listed on the Schedule of Buyers attached hereto (each, a "Buyer" and collectively, the "Buyers").
September 24, 2016Letter Agreement • September 27th, 2016 • BioPharmX Corp • Pharmaceutical preparations • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 21st, 2019 • BioPharmX Corp • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 21, 2019, between BioPharmX Corporation, a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
INCENTIVE STOCK OPTION GRANT AGREEMENT TIMBER PHARMACEUTICALS, INC.Incentive Stock Option Grant Agreement • March 23rd, 2021 • Timber Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This Stock Option Grant Agreement (the “Grant Agreement”) is made and entered into effective on the Date of Grant set forth in Exhibit A (the “Date of Grant”) by and between Timber Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the individual named in Exhibit A hereto (the “Optionee”).
NONQUALIFIED STOCK OPTION GRANT AGREEMENTNonqualified Stock Option Grant Agreement • March 23rd, 2021 • Timber Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This Stock Option Grant Agreement (the “Grant Agreement”) is made and entered into effective on the Date of Grant set forth in Exhibit A (the “Date of Grant”) by and between Timber Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the individual named in Exhibit A hereto (the “Optionee”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 8th, 2022 • Timber Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of August 4, 2022, between Timber Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
3,636,364 Shares of Common Stock BioPharmX Corporation UNDERWRITING AGREEMENTUnderwriting Agreement • June 26th, 2015 • BioPharmX Corp • 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 3,636,364 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 545,454 additional shares of Common Stock on the terms and for the purposes set forth in Section 3 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.”
RESTRICTED STOCK UNIT AWARD AGREEMENT TIMBER PHARMACEUTICALS, INC.Restricted Stock Unit Award Agreement • March 23rd, 2021 • Timber Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This Restricted Stock Unit Award Agreement (the “Agreement” or “Award Agreement”), dated as of the “Award Date” set forth in the attached Exhibit A, is entered into between Timber Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the individual named in Exhibit A hereto (the “Awardee”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 30th, 2015 • BioPharmX Corp • Construction - special trade contractors • New York
This EMPLOYMENT AGREEMENT is made and entered into as of the 17th day of February, 2014 (the “Agreement”), by and between THOMPSON DESIGNS, INC., a Nevada corporation (the “Company”), and Kin Chan (the “Executive”), (collectively the “Parties”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 24th, 2017 • BioPharmX Corp • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 21, 2017, between BioPharmX Corporation, a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
RESTRICTED STOCK AWARD AGREEMENT TIMBER PHARMACEUTICALS, INC.Restricted Stock Award Agreement • March 23rd, 2021 • Timber Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This Restricted Stock Award Agreement (the “Agreement”), dated as of the “Award Date” set forth in the attached Exhibit A (the “Award Date”), is entered into between Timber Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the individual named in Exhibit A hereto (the “Awardee”).
EXHIBIT A COMMON STOCK PURCHASE WARRANT biopharmx corporationBioPharmX Corp • April 26th, 2017 • Pharmaceutical preparations
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 October __, 2017 (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from BioPharmX Corporation, 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).
WARRANT EXERCISE AGREEMENTWarrant Exercise Agreement • November 21st, 2018 • BioPharmX Corp • Pharmaceutical preparations
This Warrant Exercise Agreement (this “Agreement”), dated as of November 20, 2018, is by and between BioPharmX Corporation, a Delaware corporation (the “Company”), and the undersigned holder (the “Holder”) of warrants to purchase shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”).
BIOPHARMX CORPORATION SECURED CONVERTIBLE PROMISSORY NOTEBioPharmX Corp • October 14th, 2016 • Pharmaceutical preparations • California
This Note will be subordinated to any future secured indebtedness with banks, lessors or other financial or lending institutions. The following is a statement of the rights of Holder and the terms and conditions to which this Note is subject, and to which Holder, by the acceptance of this Note, agrees.
SECURITY AGREEMENTSecurity 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).
REGISTRATION RIGHTS AGREEMENTRegistration 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”).
Form of Underwriters’ Warrant AgreementCommon Stock Purchase Warrant • June 1st, 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 (A) 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 OR (B) CAUSE THIS PURCHASE WARRANT OR THE SHARES (DEFINED BELOW) TO BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF THIS PURCHASE WARRANT OR THE SHARES, EXCEPT AS PROVIDED FOR IN FINRA RULE 5110(G)(2).
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”).
