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, 2020Merger Agreement • 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.
BIOPHARMX CORPORATION WARRANT TO PURCHASE COMMON STOCKSecurity Agreement • January 29th, 2020 • BioPharmX Corp • 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
CREDIT AGREEMENT Dated as of January 28, 2020 among BIOPHARMX CORPORATION as Borrower and TIMBER PHARMACEUTICALS LLC as LenderCredit Agreement • January 29th, 2020 • BioPharmX Corp • Pharmaceutical preparations • Delaware
This Credit Agreement (as it may be amended, restated, supplemented, or modified and in effect from time to time, this “Agreement”), dated as of January 28, 2020 is entered into by and between BioPharmX Corporation, a Delaware corporation (together with its successors and permitted assigns, “Borrower”) and Timber Pharmaceuticals, LLC, a Delaware limited liability company (“Lender”).
STOCKHOLDER SUPPORT AGREEMENTStockholder Support Agreement • January 29th, 2020 • BioPharmX Corp • Pharmaceutical preparations • Delaware
THIS STOCKHOLDER SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of January 28, 2020, by and among BioPharmX Corporation, a Delaware corporation (“Parent”), Timber Pharmaceuticals LLC, a Delaware limited liability (the “Company”), and each of the undersigned stockholders of Parent (each, a “Holder”).
