REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 23rd, 2017 • Constellation Alpha Capital Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of June 19, 2017, by and among Constellation Alpha Capital Corp., a British Virgin Islands company (the “Company”), Centripetal, LLC (the “Sponsor Investor”), Cowen Investments LLC (the “Cowen Investor” and, together with the Sponsor Investor, the “Investors”, and each individually, an “Investor”) and any other holder of Registrable Securities (as defined below) which becomes a party to this Agreement pursuant to Section 6.2.
INDEMNIFICATION AGREEMENTIndemnification Agreement • September 5th, 2019 • Constellation Alpha Capital Corp. • Services-medical laboratories • Delaware
THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made as of August 29, 2019, by and between DERMTECH, INC., a Delaware corporation (the “Company”), and [●] (the “Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.
WARRANT AGREEMENTWarrant Agreement • June 23rd, 2017 • Constellation Alpha Capital Corp. • Blank checks • New York
This Warrant Agreement (this “Agreement”) made as of June 19, 2017 between Constellation Alpha Capital Corp., a British Virgin Islands company, with offices at Emerald View, Suite 400 2054 Vista Parkway West Palm Beach, FL 33411 (“Company”), and Continental Stock Transfer& Trust Company, a New York corporation, with offices at One State Street, 30th Floor, New York, New York 10004 (“Warrant Agent”).
4,237,288 Shares DERMTECH, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • January 7th, 2021 • DermTech, Inc. • Services-medical laboratories • New York
DERMTECH, INC. $75,000,000 SALES AGREEMENTSales Agreement • August 8th, 2022 • DermTech, Inc. • Services-medical laboratories • New York
DermTech, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows:
RIGHTS AGREEMENTRights Agreement • June 23rd, 2017 • Constellation Alpha Capital Corp. • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of June 19, 2017 between Constellation Alpha Capital Corp., a company incorporated in the British Virgin Islands with number 1884971, with offices at Emerald View, Suite 400, 2054 Vista Parkway, West Palm Beach, FL 33411 (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at One State Street, 30th Floor, New York, New York 10004 (“Rights Agent”).
SECOND AMENDED AND RESTATED UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • June 14th, 2017 • Constellation Alpha Capital Corp. • Blank checks • Virgin Islands
This SECOND AMENDED AND RESTATED UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of this 14th day of June, 2017, by and between Constellation Alpha Capital Corp., a company incorporated in the British Virgin Islands with number 1884971(the “Company”), having its principal place of business at Emerald View, Suite 400, 2054 Vista Parkway, West Palm Beach, FL 33411, and Centripetal, LLC (the “Purchaser”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 2nd, 2020 • DermTech, Inc. • Services-medical laboratories
This Registration Rights Agreement (this “Agreement”) is made and entered into as of March [__], 2020, by and among DermTech, Inc., a Delaware corporation (the “Company”), and the several signatories hereto.
ContractDermTech, Inc. • May 4th, 2020 • Services-medical laboratories • California
THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS IN ACCORDANCE WITH APPLICABLE REGISTRATION REQUIREMENTS OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE, TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THIS WARRANT MUST BE SURRENDERED TO THE COMPANY OR ITS TRANSFER AGENT AS A CONDITION PRECEDENT TO THE SALE, TRANSFER, PLEDGE OR HYPOTHECATION OF ANY INTEREST IN ANY OF THE SECURITIES REPRESENTED HEREBY.
INDEMNITY AGREEMENTIndemnity Agreement • June 9th, 2017 • Constellation Alpha Capital Corp. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of June __, 2017, by and between CONSTELLATION ALPHA CAPITAL CORP., a British Virgin Islands business company organized with limited liability (the “Company”), and _____________ (“Indemnitee”).
DEL MAR CORPORATE CENTRE II OFFICE LEASEOffice Lease • July 7th, 2021 • DermTech, Inc. • Services-medical laboratories • California
This Office Lease (the "Lease"), dated as of the date set forth in Section 1 of the Summary of Basic Lease Information (the "Summary"), below, is made by and between KILROY REALTY, L.P., a Delaware limited partnership ("Landlord"), and DERMTECH, INC., a Delaware corporation ("Tenant").
DERMTECH, INC. $50,000,000 SALES AGREEMENTDermTech, Inc. • November 10th, 2020 • Services-medical laboratories • New York
DermTech, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 23rd, 2017 • Constellation Alpha Capital Corp. • Blank checks • New York
This Agreement is made as of June 19, 2017 by and between Constellation Alpha Capital Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
SUBSCRIPTION AGREEMENTSubscription Agreement • August 2nd, 2019 • Constellation Alpha Capital Corp. • Services-medical laboratories • New York
In connection with the proposed business combination (the “Transaction”) in which DermTech, Inc., a Delaware Corporation (“DermTech”) will merge with a wholly-owned subsidiary corporation of Constellation Alpha Capital Corp., a company incorporated in the British Virgin Islands and which is expected to re-domicile in the State of Delaware (the “Company”), the undersigned desires to subscribe for and purchase from the Company, and the Company desires to sell to the undersigned, that number of shares of common stock (the “Company Shares”) of the Company set forth on the signature page hereof for a purchase price of $3.25 per share, on the terms and subject to the conditions contained herein. In connection therewith, the undersigned and the Company agree as follows:
Constellation Alpha Capital Corp. Dedham, MA 02026Constellation Alpha Capital Corp. • May 18th, 2017 • Blank checks • Virgin Islands
We are pleased to accept the offer you (the “Subscriber”) have made to purchase an aggregate of 1,437,500 ordinary shares (the “Shares”) of no par value per share (the “Ordinary Shares”), up to 187,500 of which Shares are subject to complete or partial forfeiture (the “forfeiture”) by you if the underwriters of the initial public offering (“IPO”) of Constellation Alpha Capital Corp., a British Virgin Islands company (the “Company”) do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
SUBSCRIPTION AGREEMENTSubscription Agreement • July 18th, 2019 • Constellation Alpha Capital Corp. • Services-medical laboratories • New York
In connection with the proposed business combination (the “Transaction”) in which DermTech, Inc., a Delaware Corporation (“DermTech”) will merge with a wholly-owned subsidiary corporation of Constellation Alpha Capital Corp., a company incorporated in the British Virgin Islands and which is expected to re-domicile in the State of Delaware (the “Company”), the undersigned desires to subscribe for and purchase from the Company, and the Company desires to sell to the undersigned, that number of shares of common stock (the “Company Shares”) of the Company set forth on the signature page hereof for a purchase price of $3.25 per share, on the terms and subject to the conditions contained herein. In connection therewith, the undersigned and the Company agree as follows:
Constellation Alpha Capital Corp. Emerald View, Suite 400 West Palm Beach, FL 33411 Rajiv Shukla, Chief Executive Officer and Chairman of the Board Fax No. [_____________]Underwriting Agreement • May 18th, 2017 • Constellation Alpha Capital Corp. • Blank checks
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Constellation Alpha Capital Corp., a British Virgin Islands Company (the “Company”), and Cowen and Company, LLC. as Representative (the “Representative”) of the several Underwriters named in Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one ordinary share, no par value, of the Company (the “Ordinary Shares”), one warrant (the “Warrant”) to purchase one-half of one Ordinary Share and one right to receive one-tenth (1/10) of one Ordinary Share upon the consummation of the Company’s initial business combination (the “Right”). Certain capitalized terms used herein are defined in paragraph 17 hereof.
AMENDED AND RESTATED UNIT SUBSCRIPTION AGREEMENTAmended and Restated Unit Subscription Agreement • May 18th, 2017 • Constellation Alpha Capital Corp. • Blank checks • Virgin Islands
This AMENDED AND RESTATED UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of this 17th day of May, 2017, by and between Constellation Alpha Capital Corp., a company incorporated in the British Virgin Islands with number 1884971(the “Company”), having its principal place of business at Emerald View, Suite 400, 2054 Vista Parkway, West Palm Beach, FL 33411, and Centripetal, LLC (the “Purchaser”).
Constellation Alpha Capital Corp. Emerald View, Suite 400, 2054 Vista Parkway West Palm Beach, FL 33411Letter Agreement • June 23rd, 2017 • Constellation Alpha Capital Corp. • Blank checks • New York
This letter agreement will confirm our agreement that, commencing on the first date (the “Effective Date”) that any securities of Constellation Alpha Capital Corp. (the “Company”) registered on the Company’s registration statement (the “Registration Statement”) for its initial public offering (the “IPO”) are listed on the Nasdaq Capital Market, and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Centripetal, LLC shall make available to the Company certain office space, utilities and secretarial and administrative services as may be required by the Company from time to time, situated at Emerald View, Suite 400, 2054 Vista Parkway, West Palm Beach, FL 33411 (or any successor location). In exchange therefor, the Company shall pay Centripetal, LLC the sum of $10,000 per mont
PERSONAL AND CONFIDENTIALDermTech, Inc. • February 29th, 2024 • Services-medical laboratories • California
The purpose of this separation agreement (the “Agreement”) is to advise you that your last day of employment with DermTech, Inc. (the “Company”) will be February 2, 2024 (“the Termination Date”). This letter outlines the terms of certain benefits and payments to you in connection with your termination.
AMENDED AND RESTATED UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • June 14th, 2017 • Constellation Alpha Capital Corp. • Blank checks • New York
This AMENDED AND RESTATED UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of this ____ day of June 2017, by and between Constellation Alpha Capital Corp., a British Virgin Islands business company (the “Company”), having its principal place of business at Emerald View, Suite 400, 2054 Vista Parkway, West Palm Beach, FL 33411, and Cowen Investments LLC (the “Purchaser”).
DERMTECH INTERNATIONAL AMENDMENT AGREEMENTAmendment Agreement • June 18th, 2019 • Constellation Alpha Capital Corp. • Services-medical laboratories • California
This Amendment Agreement (“Amendment”) is made on February 28, 2014 (the “Effective Date”) by and between DermTech International, a California corporation (the “Company”) and John Dobak (“Executive”). The Company and Executive are collectively referred to as “Parties” and individually as a “Party.” Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in that certain Executive Employment Agreement dated as of June 26, 2012 by and between the Company and Executive (the “Employment Agreement”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • June 18th, 2019 • Constellation Alpha Capital Corp. • Services-medical laboratories • California
This Executive Employment Agreement (“Agreement”) is made effective as of June 26, 2012 (“Effective Date”), by and between DermTech International (“Company”) and John Dobak (“Executive”) with respect to the following facts:
DERMTECH, INC. AMENDMENT NO. 1 TO AMENDED AND RESTATED VOTING AGREEMENTVoting Agreement • June 18th, 2019 • Constellation Alpha Capital Corp. • Services-medical laboratories • Delaware
This Amendment No. 1 (the “Amendment”) to that certain Amended and Restated Voting Agreement, dated as of September 26, 2017 (the “Voting Agreement”), is made and entered into effective as of March 5, 2018 (the “Effective Date”) by and among DermTech, Inc., a Delaware corporation (the “Company”) and the persons and entities listed on Exhibits A-1, A-2 and A-3 to the Voting Agreement. Capitalized terms used in this Amendment that are not otherwise defined herein shall have the respective meanings assigned to them in the Voting Agreement.
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • August 2nd, 2019 • Constellation Alpha Capital Corp. • Services-medical laboratories • Delaware
This FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER, dated as of August 1, 2019 (this “Amendment”), is entered into by and among Constellation Alpha Capital Corp., a company incorporated in the British Virgin Islands (“Constellation”), DT Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and DermTech, Inc., a Delaware corporation (the “Company” and together with Constellation and Merger Sub, the “Parties”).
PERSONAL AND CONFIDENTIALPersonal and Confidential • July 2nd, 2021 • DermTech, Inc. • Services-medical laboratories • California
The purpose of this letter agreement (the “Agreement”) is to document the terms of your voluntary resignation from the Board of Directors (the “Board”) of DermTech, Inc. (the “Company”), and any subcommittees of the Board, which resignation will be effective as of the date you sign this Agreement (the “Resignation Date”). This letter outlines the terms of certain benefits to you in connection with your resignation.
THIRD AMENDMENT TO LEASELease • September 5th, 2019 • Constellation Alpha Capital Corp. • Services-medical laboratories
This THIRD AMENDMENT TO LEASE (“Third Amendment”) is made and entered into as of the 6th day of August, 2019, by and between HCP TORREY PINES, LLC, a Delaware limited liability company (“Lessor”), and DERMTECH, INC., a Delaware corporation (“Lessee”).
SECOND AMENDMENT TO OFFICE LEASEOffice Lease • August 8th, 2022 • DermTech, Inc. • Services-medical laboratories
This SECOND AMENDMENT TO OFFICE LEASE ("Second Amendment") is made and entered into as of April 22, 2022 (the “Effective Date”), by and between KILROY REALTY, L.P., a Delaware limited partnership ("Landlord"), and DERMTECH, INC., a Delaware corporation ("Tenant").
DERMTECH, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT September 26, 2017Investors’ Rights Agreement • June 18th, 2019 • Constellation Alpha Capital Corp. • Services-medical laboratories • Delaware
This Amended and Restated Investors’ Rights Agreement (the “Agreement”) is made as of September 26, 2017, by and among DermTech, Inc., a Delaware corporation (the “Company”), the holders of the Company’s Common Stock set forth on Exhibit A-1 attached hereto (the “Common Holders”), the Existing Investors (as defined below) set forth on Exhibit A-2 attached hereto, and the holders of Series C Preferred Stock listed on Exhibit A-3 attached hereto (the “Preferred Holders,” and together with the Common Holders, and the Existing Investors, the “Investors”).
OMNIBUS WARRANT AMENDMENTDermTech, Inc. • May 4th, 2020 • Services-medical laboratories • California
THIS OMNIBUS WARRANT AMENDMENT (this “Omnibus Warrant Amendment”) is made and entered into as of March 30, 2020, by and between DermTech, Inc., a Delaware corporation (the “Company”), and the persons and entities listed on Schedule A hereto (the “Holders”).
FIRST AMENDMENT TO STANDARD RENTAL LEASE, STORAGE LEASE AND SIGNAGE LEASE TO EXPAND and EXTEND TERMSignage Lease • September 5th, 2019 • Constellation Alpha Capital Corp. • Services-medical laboratories
THIS FIRST AMENDMENT TO STANDARD RENTAL LEASE, STORAGE LEASE AND SIGNAGE LEASE (this “Amendment”) is made and entered into as of the of January 30, 2014 by and between AG/Touchstone TP, LLC., a (“Lessor”) and DermTech International, a California corporation (“Lessee”).
ASSIGNMENT, CONSENT TO ASSIGNMENT, AND SECOND AMENDMENT TO STANDARD MULTI- LESSEE OFFICE LEASE - NETConstellation Alpha Capital Corp. • September 5th, 2019 • Services-medical laboratories
This ASSIGNMENT, CONSENT TO ASSIGNMENT, AND SECOND AMENDMENT TO STANDARD MULTI-LESSEE OFFICE LEASE - NET (“Second Amendment”) is made and entered into as of November 21, 2016, by and between HCP TORREY PINES, LLC, a Delaware limited liability company (“Lessor”), DERMTECH INTERNATIONAL, a California corporation (“Original Lessee”), and DERMTECH, INC., a Delaware corporation (“Lessee”). Lessor, Original Lessee and Lessee are collectively referred to herein as the “Parties.”
12,500,000 Units CONSTELLATION ALPHA CAPITAL CORP. UNDERWRITING AGREEMENTUnit Purchase Agreement • May 18th, 2017 • Constellation Alpha Capital Corp. • Blank checks • New York
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • June 18th, 2019 • Constellation Alpha Capital Corp. • Services-medical laboratories • New York
THIS LOCK-UP AGREEMENT (this “Agreement”), dated as of , 2019, is made and entered into by and among Constellation Alpha Capital Corp., a Delaware corporation (the “Company,” and prior to the Company’s domestication as a Delaware corporation, the “BVI Company”) and the undersigned parties listed under the heading “Holders” on the signature pages hereto (each such party, a “Holder” and collectively the “Holders”).
DERMTECH, INC. AMENDMENT NO. 1 TO SERIES C PREFERRED SECURITIES PURCHASE AGREEMENTPreferred Securities Purchase Agreement • June 18th, 2019 • Constellation Alpha Capital Corp. • Services-medical laboratories • Delaware
This Amendment No. 1 (the “Amendment”) to that certain Series C Preferred Securities Purchase Agreement, dated as of September 26, 2017 (the “Purchase Agreement”) is made and entered into effective as of March 5, 2018 (the “Effective Date”) by and among DermTech, Inc., a Delaware corporation (the “Company”), and the persons and entities listed on the Schedule of Purchasers attached as Exhibit A thereto (the “Purchasers”). Capitalized terms used in this Amendment that are not otherwise defined herein shall have the respective meanings assigned to them in the Purchase Agreement.
