BIOPHARMX CORPORATION SECURED CONVERTIBLE PROMISSORY NOTEConvertible Note • October 14th, 2016 • BioPharmX Corp • 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.
ASSIGNMENT AND ACCEPTANCEAssignment and Acceptance • October 14th, 2016 • BioPharmX Corp • Pharmaceutical preparations
On August 17, 2016, RTW Master Fund, Ltd., a Cayman Islands company (“Assignor”), and BioPharmX Corporation, a Delaware corporation (the “Company”), entered into a subscription agreement (the “Subscription Agreement”) pursuant to which the Company agreed to issue a secured convertible promissory note to Assignor in the original principal amount of $1,000,000 (the “Promissory Note”). The Promissory Note was issued to Assignor on August 17, 2016, and on the same date, the Company and Assignor also entered into a Security Agreement (the “Security Agreement”) and a Registration Rights Agreement (the “Registration Rights Agreement”). The Subscription Agreement, the Promissory Note, the Security Agreement and the Registration Rights Agreement are referred to collectively herein as the “Original Agreements.” Copies of the Original Agreements have been received by each of Assignor and Assignee. Assignor wishes to assign to Assignee, and Assignee wishes to accept assignment from Assignor of, a
