s-4-a Sample Contracts

Constellation Alpha Capital Corp. – SUBSCRIPTION AGREEMENT (August 2nd, 2019)

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. – FIRST AMENDED AND RESTATED SUBSCRIPTION AGREEMENT (August 2nd, 2019)

This First Amended and Restated Subscription Agreement, which amends and restates in its entirety that certain Subscription Agreement, dated as of May 22, 2019 (as amended, and as may be further amended and/or restated, this “Subscription Agreement”), is made by and between 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”), and the undersigned, who desires to subscribe for and purchase from the Company, and the Company desires to sell to the undersigned, that number of (i) shares of common stock (the “Common Shares”) of the Company and (ii) shares of Series A preferred stock (the “Preferred Shares” and, together with the Common Shares, the “Company Shares”) of the Company, where each Preferred Share is convertible into 1,000 Common Shares, set forth on the signature page hereof for a purchase price of $3.25 per Common Share and $3,250 per Preferred Share, on the terms and

Constellation Alpha Capital Corp. – FIRST AMENDED AND RESTATED SUBSCRIPTION AGREEMENT (August 2nd, 2019)

This First Amended and Restated Subscription Agreement, which amends and restates in its entirety that certain Subscription Agreement, dated as of May 22, 2019 (as amended, and as may be further amended and/or restated, this “Subscription Agreement”), is made by and between 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”), and the undersigned, who desires to subscribe for and purchase from the Company, and the Company desires to sell to the undersigned, that number of (i) shares of common stock (the “Common Shares”) of the Company and (ii) shares of Series A preferred stock (the “Preferred Shares” and, together with the Common Shares, the “Company Shares”) of the Company, where each Preferred Share is convertible into 1,000 Common Shares, set forth on the signature page hereof for a purchase price of $3.25 per Common Share and $3,250 per Preferred Share, on the terms and

Constellation Alpha Capital Corp. – SUBSCRIPTION AGREEMENT (August 2nd, 2019)

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. – FIRST AMENDED AND RESTATED SUBSCRIPTION AGREEMENT (August 2nd, 2019)

This First Amended and Restated Subscription Agreement, which amends and restates in its entirety that certain Subscription Agreement, dated as of May 22, 2019 (as amended, and as may be further amended and/or restated, this “Subscription Agreement”), is made by and between 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”), and the undersigned, who desires to subscribe for and purchase from the Company, and the Company desires to sell to the undersigned, that number of (i) shares of common stock (the “Common Shares”) of the Company and (ii) shares of Series A preferred stock (the “Preferred Shares” and, together with the Common Shares, the “Company Shares”) of the Company, where each Preferred Share is convertible into 1,000 Common Shares, set forth on the signature page hereof for a purchase price of $3.25 per Common Share and $3,250 per Preferred Share, on the terms and

Constellation Alpha Capital Corp. – SUBSCRIPTION AGREEMENT (August 2nd, 2019)

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. – SUBSCRIPTION AGREEMENT (August 2nd, 2019)

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. – SUBSCRIPTION AGREEMENT (August 2nd, 2019)

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. – FIRST AMENDED AND RESTATED SUBSCRIPTION AGREEMENT (August 2nd, 2019)

This First Amended and Restated Subscription Agreement, which amends and restates in its entirety that certain Subscription Agreement, dated as of May 22, 2019 (as amended, and as may be further amended and/or restated, this “Subscription Agreement”), is made by and between 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”), and the undersigned, who desires to subscribe for and purchase from the Company, and the Company desires to sell to the undersigned, that number of (i) shares of common stock (the “Common Shares”) of the Company and (ii) shares of Series A preferred stock (the “Preferred Shares” and, together with the Common Shares, the “Company Shares”) of the Company, where each Preferred Share is convertible into 1,000 Common Shares, set forth on the signature page hereof for a purchase price of $3.25 per Common Share and $3,250 per Preferred Share, on the terms and

Constellation Alpha Capital Corp. – OMNIBUS COMMON SHARE SUBSCRIPTION AGREEMENT AMENDMENT (August 2nd, 2019)

This OMNIBUS COMMON SHARE SUBSCRIPTION AGREEMENT AMENDMENT (this “Amendment”) is made and entered into as of August 1, 2019, by and among Constellation Alpha Capital Corp., a company incorporated in the British Virgin Islands (the “Company”) and certain Purchasers listed on Schedule A hereto (the “Common Share Purchasers”).

Constellation Alpha Capital Corp. – FIRST AMENDED AND RESTATED SUBSCRIPTION AGREEMENT (August 2nd, 2019)

This First Amended and Restated Subscription Agreement, which amends and restates in its entirety that certain Subscription Agreement, dated as of May 22, 2019 (as amended, and as may be further amended and/or restated, this “Subscription Agreement”), is made by and between 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”), and the undersigned, who desires to subscribe for and purchase from the Company, and the Company desires to sell to the undersigned, that number of (i) shares of common stock (the “Common Shares”) of the Company and (ii) shares of Series A preferred stock (the “Preferred Shares” and, together with the Common Shares, the “Company Shares”) of the Company, where each Preferred Share is convertible into 1,000 Common Shares, set forth on the signature page hereof for a purchase price of $3.25 per Common Share and $3,250 per Preferred Share, on the terms and

Constellation Alpha Capital Corp. – FIRST AMENDED AND RESTATED SUBSCRIPTION AGREEMENT (August 2nd, 2019)

This First Amended and Restated Subscription Agreement, which amends and restates in its entirety that certain Subscription Agreement, dated as of May 22, 2019 (as amended, and as may be further amended and/or restated, this “Subscription Agreement”), is made by and between 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”), and the undersigned, who desires to subscribe for and purchase from the Company, and the Company desires to sell to the undersigned, that number of (i) shares of common stock (the “Common Shares”) of the Company and (ii) shares of Series A preferred stock (the “Preferred Shares” and, together with the Common Shares, the “Company Shares”) of the Company, where each Preferred Share is convertible into 1,000 Common Shares, set forth on the signature page hereof for a purchase price of $3.25 per Common Share and $3,250 per Preferred Share, on the terms and

Constellation Alpha Capital Corp. – FIRST AMENDED AND RESTATED SUBSCRIPTION AGREEMENT (August 2nd, 2019)

This First Amended and Restated Subscription Agreement, which amends and restates in its entirety that certain Subscription Agreement, dated as of May 22, 2019 (as amended, and as may be further amended and/or restated, this “Subscription Agreement”), is made by and between 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”), and the undersigned, who desires to subscribe for and purchase from the Company, and the Company desires to sell to the undersigned, that number of (i) shares of common stock (the “Common Shares”) of the Company and (ii) shares of Series A preferred stock (the “Preferred Shares” and, together with the Common Shares, the “Company Shares”) of the Company, where each Preferred Share is convertible into 1,000 Common Shares, set forth on the signature page hereof for a purchase price of $3.25 per Common Share and $3,250 per Preferred Share, on the terms and

Constellation Alpha Capital Corp. – FIRST AMENDED AND RESTATED SUBSCRIPTION AGREEMENT (August 2nd, 2019)

This First Amended and Restated Subscription Agreement, which amends and restates in its entirety that certain Subscription Agreement, dated as of May 22, 2019 (as amended, and as may be further amended and/or restated, this “Subscription Agreement”), is made by and between 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”), and the undersigned, who desires to subscribe for and purchase from the Company, and the Company desires to sell to the undersigned, that number of (i) shares of common stock (the “Common Shares”) of the Company and (ii) shares of Series A preferred stock (the “Preferred Shares” and, together with the Common Shares, the “Company Shares”) of the Company, where each Preferred Share is convertible into 1,000 Common Shares, set forth on the signature page hereof for a purchase price of $3.25 per Common Share and $3,250 per Preferred Share, on the terms and

DISH Network CORP – ZQ|CERT#|COY|CLS|RGSTRY|ACCT#|TRANSTYPE|RUN#|TRANS# . CLASS A COMMON STOCK PAR VALUE $.001 COMMON STOCK Shares * * 000000 * * * * * * * * * * * * * * * * * * * * * 000000 * * * * * * * * * * * * * * * * * * * * * 000000 * * * * * * * * * * * * * * * * * * * * * 000000 * * * * * * * * * * * * * * * * * * * * * 000000 * * * * * * * * * * * * * * Certificate Number ZQ00000000 DISH NETWORK CORPORATION INCORPORATED UNDER THE LAWS OF THE STATE OF NEVADA ** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander Dav (July 31st, 2019)
Restoration Robotics, Inc. – Contract (July 29th, 2019)

THIS INSTRUMENT AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SUBORDINATION AGREEMENT, DATED AS OF JUNE 25, 2019, BY AND AMONG EW HEALTHCARE PARTNERS, L.P., EW HEALTHCARE PARTNERS-A, L.P., HEALTHQUEST PARTNERS II, L.P., LONGITUDE VENTURE PARTNERS II, L.P. AND MADRYN HEALTH PARTNERS, LP, AND ACKNOWLEDGED AND AGREED TO BY VENUS CONCEPT CANADA CORP., VENUS CONCEPT USA INC. AND VENUS CONCEPT LTD (THE “MADRYN SUBORDINATION AGREEMENT”).

Restoration Robotics, Inc. – FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (July 29th, 2019)

THIS FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Agreement”) is entered into as of June 14, 2019, among Restoration Robotics, Inc., a Delaware corporation (the “Borrower”), Solar Capital Ltd., a Maryland corporation (in its capacity as collateral agent, the “Collateral Agent”) and the Lenders party hereto, comprising the Required Lenders under the Loan Agreement referred to below (each, a “Lender” and, collectively, the “Lenders”).

Restoration Robotics, Inc. – NOTE PURCHASE AGREEMENT (July 29th, 2019)

THIS NOTE PURCHASE AGREEMENT (this “Agreement”) is made as of June 25, 2019, by VENUS CONCEPT LTD., an Israeli company (the “Company”), RESTORATION ROBOTICS, INC., a Delaware corporation (“Restoration Robotics”), and the investors listed on Schedule A hereto, each of which is referred to herein as an “Investor”.

Restoration Robotics, Inc. – Contract (July 29th, 2019)

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY OTHER APPLICABLE SECURITIES LAWS AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNDER CIRCUMSTANCES THAT WOULD RESULT IN A VIOLATION OF SUCH LAWS. THIS NOTE IS SUBJECT TO FURTHER RESTRICTIONS ON TRANSFER AS SET FORTH IN THIS NOTE.

Pivotal Acquisition Corp – Contract (July 26th, 2019)

Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.

New Misonix, Inc. – AMENDED AND RESTATED EMPLOYMENT AGREEMENT (July 26th, 2019)

This Amended and Restated Employment Agreement (this “Agreement”) is entered into on May 2, 2019 between New Misonix, Inc., a New York corporation (the “Company”), and Allan Staley, an individual residing in the Commonwealth of Virginia (the “Executive”).

Histogenics Corp – LOAN AND SECURITY AGREEMENT (July 23rd, 2019)

This Loan and Security Agreement (this “Agreement”) is entered into and effective as of September 12, 2016 (the “Effective Date”), by and between EB5 Life Sciences, LP, a Pennsylvania limited partnership (the “Lender”), and Ocugen, Inc., a Delaware corporation (the “Borrower”), with reference to and in reliance upon the following facts:

Constellation Alpha Capital Corp. – SUBSCRIPTION AGREEMENT (July 18th, 2019)

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. – CONVERTIBLE PROMISSORY NOTE (July 18th, 2019)

THIS NOTE AND THE SHARES OF CAPITAL STOCK ISSUED UPON ANY CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED BY ANY PERSON, INCLUDING A PLEDGEE, UNLESS (1) EITHER (A) A REGISTRATION WITH RESPECT THERETO SHALL BE EFFECTIVE UNDER THE SECURITIES ACT, OR (B) THE COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT IS AVAILABLE, AND (2) THERE SHALL HAVE BEEN COMPLIANCE WITH ALL APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS.

Constellation Alpha Capital Corp. – SUBSCRIPTION AGREEMENT (July 18th, 2019)

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. – SUBSCRIPTION AGREEMENT (July 18th, 2019)

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. – CONVERTIBLE PROMISSORY NOTE (July 18th, 2019)

THIS NOTE AND THE SHARES OF CAPITAL STOCK ISSUED UPON ANY CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED BY ANY PERSON, INCLUDING A PLEDGEE, UNLESS (1) EITHER (A) A REGISTRATION WITH RESPECT THERETO SHALL BE EFFECTIVE UNDER THE SECURITIES ACT, OR (B) THE COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT IS AVAILABLE, AND (2) THERE SHALL HAVE BEEN COMPLIANCE WITH ALL APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS.

Constellation Alpha Capital Corp. – CONVERTIBLE PROMISSORY NOTE (July 18th, 2019)

THIS NOTE AND THE SHARES OF CAPITAL STOCK ISSUED UPON ANY CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED BY ANY PERSON, INCLUDING A PLEDGEE, UNLESS (1) EITHER (A) A REGISTRATION WITH RESPECT THERETO SHALL BE EFFECTIVE UNDER THE SECURITIES ACT, OR (B) THE COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT IS AVAILABLE, AND (2) THERE SHALL HAVE BEEN COMPLIANCE WITH ALL APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS.

Constellation Alpha Capital Corp. – CONVERTIBLE PROMISSORY NOTE (July 18th, 2019)

THIS NOTE AND THE SHARES OF CAPITAL STOCK ISSUED UPON ANY CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED BY ANY PERSON, INCLUDING A PLEDGEE, UNLESS (1) EITHER (A) A REGISTRATION WITH RESPECT THERETO SHALL BE EFFECTIVE UNDER THE SECURITIES ACT, OR (B) THE COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT IS AVAILABLE, AND (2) THERE SHALL HAVE BEEN COMPLIANCE WITH ALL APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS.

Constellation Alpha Capital Corp. – SUBSCRIPTION AGREEMENT (July 18th, 2019)

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. – CONVERTIBLE PROMISSORY NOTE (July 18th, 2019)

THIS NOTE AND THE SHARES OF CAPITAL STOCK ISSUED UPON ANY CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED BY ANY PERSON, INCLUDING A PLEDGEE, UNLESS (1) EITHER (A) A REGISTRATION WITH RESPECT THERETO SHALL BE EFFECTIVE UNDER THE SECURITIES ACT, OR (B) THE COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT IS AVAILABLE, AND (2) THERE SHALL HAVE BEEN COMPLIANCE WITH ALL APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS.

Constellation Alpha Capital Corp. – SUBSCRIPTION AGREEMENT (July 18th, 2019)

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. – CONVERTIBLE PROMISSORY NOTE (July 18th, 2019)

THIS NOTE AND THE SHARES OF CAPITAL STOCK ISSUED UPON ANY CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED BY ANY PERSON, INCLUDING A PLEDGEE, UNLESS (1) EITHER (A) A REGISTRATION WITH RESPECT THERETO SHALL BE EFFECTIVE UNDER THE SECURITIES ACT, OR (B) THE COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT IS AVAILABLE, AND (2) THERE SHALL HAVE BEEN COMPLIANCE WITH ALL APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS.

Constellation Alpha Capital Corp. – CONVERTIBLE PROMISSORY NOTE (July 18th, 2019)

THIS NOTE AND THE SHARES OF CAPITAL STOCK ISSUED UPON ANY CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED BY ANY PERSON, INCLUDING A PLEDGEE, UNLESS (1) EITHER (A) A REGISTRATION WITH RESPECT THERETO SHALL BE EFFECTIVE UNDER THE SECURITIES ACT, OR (B) THE COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT IS AVAILABLE, AND (2) THERE SHALL HAVE BEEN COMPLIANCE WITH ALL APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS.

Constellation Alpha Capital Corp. – CONVERTIBLE PROMISSORY NOTE (July 18th, 2019)

THIS NOTE AND THE SHARES OF CAPITAL STOCK ISSUED UPON ANY CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED BY ANY PERSON, INCLUDING A PLEDGEE, UNLESS (1) EITHER (A) A REGISTRATION WITH RESPECT THERETO SHALL BE EFFECTIVE UNDER THE SECURITIES ACT, OR (B) THE COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT IS AVAILABLE, AND (2) THERE SHALL HAVE BEEN COMPLIANCE WITH ALL APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS.