UNDERWRITING AGREEMENTUnderwriting Agreement • June 22nd, 2020 • Castle Biosciences Inc • Services-medical laboratories • New York
CASTLE BIOSCIENCES, INC. AND _____________, AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OF __________Warrant Agreement • February 28th, 2024 • Castle Biosciences Inc • Services-medical laboratories • New York
THIS COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [•], between Castle Biosciences, Inc., a Delaware corporation (the “Company”), and [•], a [corporation] [national banking association] organized and existing under the laws of [•] and having a corporate trust office in [•], as warrant agent (the “Warrant Agent”).
CASTLE BIOSCIENCES, INC. AND _____________, AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF __________Warrant Agreement • February 28th, 2024 • Castle Biosciences Inc • Services-medical laboratories • New York
THIS DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of [•], between Castle Biosciences, Inc., a Delaware corporation (the “Company”), and [•], a [corporation] [national banking association] organized and existing under the laws of [•] and having a corporate trust office in [•], as warrant agent (the “Warrant Agent”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • July 19th, 2019 • Castle Biosciences Inc • Services-medical laboratories
THIS LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this “Agreement”) dated as of November 30, 2018 (the “Effective Date”) among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“Oxford”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including Oxford in its capacity as a Lender and SILICON VALLEY BANK, a California corporation with an office located at 3003 Tasman Drive, Santa Clara, CA 95054 (“Bank” or “SVB”) (each a “Lender” and collectively, the “Lenders”), and CASTLE BIOSCIENCES, INC., a Delaware Corporation with offices located at 820 South Friendswood Drive, Suite 201, Friendswood, TX 77546 (“Borrower”), provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders. The parties agree as follo
CASTLE BIOSCIENCES, INC., Issuer AND [TRUSTEE], TrusteeCastle Biosciences Inc • December 14th, 2020 • Services-medical laboratories • New York
Indenture, dated as of [•], 20__, among Castle Biosciences, Inc., a Delaware corporation (the “Company”), and [Trustee], as trustee (the “Trustee”):
CASTLE BIOSCIENCES, INC.Stock Option Agreement • June 26th, 2019 • Castle Biosciences Inc • Services-medical laboratories • Delaware
Unless otherwise defined herein, the terms defined in the 2008 Stock Plan (the “Plan”) shall have the same defined meanings in this Stock Option Agreement (the “Option Agreement”).
UNDERWRITING AGREEMENTCastle Biosciences Inc • December 16th, 2020 • Services-medical laboratories • New York
INDEMNITY AGREEMENTIndemnity Agreement • June 26th, 2019 • Castle Biosciences Inc • Services-medical laboratories • Delaware
This Indemnity Agreement (this “Agreement”) dated as of ___________ _____, 20__, is made by and between Castle Biosciences, Inc., a Delaware corporation (the “Company”), and _________________ (“Indemnitee”).
ContractCastle Biosciences Inc • June 26th, 2019 • Services-medical laboratories • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 6th, 2021 • Castle Biosciences Inc • Services-medical laboratories • Delaware
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of October 18, 2021 (the “Agreement Date”), by and among Castle Biosciences, Inc., a Delaware corporation (“Acquirer”), Space Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Acquirer (“Merger Sub”), Cernostics, Inc., a Delaware corporation (the “Company”), and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the representative, agent and attorney in fact of the Company Stockholders (the “Stockholders’ Agent”). Certain other capitalized terms used herein are defined in Exhibit A.
CASTLE BIOSCIENCES, INC. and , AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF [ ], 20Debt Securities Warrant Agreement • December 14th, 2020 • Castle Biosciences Inc • Services-medical laboratories • New York
This DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of between CASTLE BIOSCIENCES, INC., a Delaware corporation (the “Company”), and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “Warrant Agent”).
ContractCastle Biosciences Inc • June 26th, 2019 • Services-medical laboratories • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
CASTLE BIOSCENCES, INC. and , AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OF [ ], 20Common Stock Warrant Agreement • December 14th, 2020 • Castle Biosciences Inc • Services-medical laboratories • New York
This COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of between CASTLE BIOSCIENCES, INC., a Delaware corporation (the “Company”), and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “Warrant Agent”).
ContractCastle Biosciences Inc • June 26th, 2019 • Services-medical laboratories • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
APPENDIX A AMENDED PARTICIPATION AGREEMENTParticipation Agreement • May 2nd, 2024 • Castle Biosciences Inc • Services-medical laboratories
STANDARD OFFICE LEASE BY AND BETWEEN ALTURAS SIETE II, LLC, AN IDAHO LIMITED LIABILITY COMPANY AS LANDLORD, AND CASTLE BIOSCIENCES, INC., A DELAWARE CORPORATION AS TENANTOffice Lease • December 19th, 2019 • Castle Biosciences Inc • Services-medical laboratories • Arizona
This Standard Office Lease (“Lease”) is made and entered into and effective as of this 16th day of December, 2019, by and between Alturas Siete II, LLC, an Idaho limited liability company (“Landlord”), and Castle Biosciences, Inc., a Delaware corporation (“Tenant”).
CASTLE BIOSCIENCES, INC. FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT July 15, 2015Investors’ Rights Agreement • June 26th, 2019 • Castle Biosciences Inc • Services-medical laboratories • Delaware
This Fifth Amended and Restated Investors’ Rights Agreement (this “Agreement”) is dated as of July 15, 2015, and is between Castle Biosciences, Inc., a Delaware corporation (the “Company”), and the persons and entities listed on Exhibit A hereto (each, an “Investor” and collectively, the “Investors”). This Agreement amends and restates that certain Fourth Amended and Restated Investors’ Rights Agreement dated August 11, 2014 (the “Prior Agreement”), by and between the Company and certain of the Investors. Unless otherwise defined herein, capitalized terms used in this Agreement have the meanings ascribed to them in Section 1.
ContractCastle Biosciences Inc • June 26th, 2019 • Services-medical laboratories • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
MASTER SERVICES AGREEMENTMaster Services Agreement • January 5th, 2022 • Castle Biosciences Inc • Services-medical laboratories • Texas
This Master Services Agreement ("Agreement") is made and entered into as of 12/29/2021 by and between Castle Biosciences, Inc., a Delaware corporation located at 505 S Friendswood Dr., Suite 401 , Friendswood, TX 77546 (herein referred to as "Castle"), and Bernhard E. Spiess, [***] (herein referred to as "Consultant").
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • June 26th, 2019 • Castle Biosciences Inc • Services-medical laboratories • Missouri
THIS LICENSE AGREEMENT (“Agreement”) is made and entered into as of this 14th day of November, 2009 (“Effective Date”) by and between The Washington University, a corporation established by special act of the Missouri General Assembly, approved February 22, 1853 and acts amendatory thereto, having its principal office at One Brookings Drive, St. Louis, Missouri 63130 (“WUSTL”), and Castle Biosciences, Inc., a corporation, (“Licensee”) having a principal office at 2014 San Miguel Drive, Friendswood, Texas 77546 and the following correspondence address:
CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT CUSTOMARILY AND ACTUALLY...Loan and Security Agreement • March 27th, 2024 • Castle Biosciences Inc • Services-medical laboratories
Under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (as amended, modified, supplemented and/or restated from time to time, the “Agreement”), Borrower is in complete compliance for the period ending _______________ with all required covenants except as noted below. Attached are the required documents evidencing such compliance, setting forth calculations prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement.
CASTLE BIOSCIENCES, INC. EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 10th, 2021 • Castle Biosciences Inc • Services-medical laboratories • Texas
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of October 1, 2008 (the “Effective Date”) by and between Castle Biosciences, Inc., a Delaware corporation (the “Company”), and Toby Juvenal (“Executive”) (collectively referred to as the “Parties” or individually referred to as a “Party”).
OFFICE BUILDING LEASEOffice Building Lease • June 26th, 2019 • Castle Biosciences Inc • Services-medical laboratories
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • July 19th, 2019 • Castle Biosciences Inc • Services-medical laboratories • California
THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into as of June 13, 2019 (the “First Amendment Date”), by and among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314, as collateral agent (in its individual capacity, “Oxford”; and in its capacity as collateral agent, “Collateral Agent”), the Lenders listed on Schedule 1.1 of the Loan Agreement (as defined below) or otherwise party thereto from time to time including Oxford in its capacity as a Lender and SILICON VALLEY BANK, a California corporation with an office located at 3003 Tasman Drive, Santa Clara, CA 95054 (“Bank” or “SVB”) (each a “Lender” and collectively, the “Lenders”), and CASTLE BIOSCIENCES, INC., a Delaware Corporation with offices located at 820 S. Friendswood, Suite 201, Friendswood, TX 77546 (“Borrower”).
FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 22nd, 2020 • Castle Biosciences Inc • Services-medical laboratories • California
THIS FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into as of May 10, 2020 (the “Fourth Amendment Date”), by and among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314, as collateral agent (in its individual capacity, “Oxford”; and in its capacity as collateral agent, “Collateral Agent”), the Lenders listed on Schedule 1.1 of the Loan Agreement (as defined below) or otherwise party thereto from time to time including Oxford in its capacity as a Lender and SILICON VALLEY BANK, a California corporation with an office located at 3003 Tasman Drive, Santa Clara, CA 95054 (“Bank” or “SVB”) (each a “Lender” and collectively, the “Lenders”), and CASTLE BIOSCIENCES, INC., a Delaware Corporation with offices located at 820 S. Friendswood, Suite 201, Friendswood, TX 77546 (“Borrower”).
Re: DirectorshipLetter Agreement • June 26th, 2019 • Castle Biosciences Inc • Services-medical laboratories
On behalf of Castle Biosciences, Inc. (the “Company”), I thank you for agreeing to be a member of the Company’s Board of Directors (the “Board”). The Company looks forward to your expertise as it grows and strives to bring substantial value to its stakeholders. This letter agreement (this “Agreement’) confirms the understanding and agreement between you and the Company with respect to your role as a director of the Company (a “Director”).
FIRST AMENDMENT TO COMMERCIAL LEASECommercial Lease • March 11th, 2021 • Castle Biosciences Inc • Services-medical laboratories
THIS FIRST AMENDMENT TO COMMERCIAL LEASE (this “Amendment”) is entered into between TANNOS LAND HOLDINGS III, LLC, a Texas limited liability company (“Landlord”), and CASTLE BIOSCIENCE, INC., a Delaware corporation (“Tenant”), with reference to the following:
LEASE AGREEMENT Between ACA CONCOURSE EAST UNIT 3 LLC and CASTLE BIOSCIENCES, INC. Unit 3, Nova Place Concourse, Pittsburgh, PennsylvaniaLease Agreement • May 9th, 2022 • Castle Biosciences Inc • Services-medical laboratories • Pennsylvania
THIS LEASE AGREEMENT (“Lease”) is between ACA CONCOURSE EAST UNIT 3 LLC, a Delaware limited liability company (“Landlord”) and CASTLE BIOSCIENCES, INC., a Delaware corporation (“Tenant”).
EMPLOYMENT SEPARATION AGREEMENTEmployment Separation Agreement • January 5th, 2022 • Castle Biosciences Inc • Services-medical laboratories • Texas
This Separation Agreement (the “Agreement”) is made and entered into as of 12/29/2021 by Castle Biosciences, Inc. (“Castle”), and Bernhard Spiess (the “Employee”).
CASTLE BIOSCIENCES, INC. SIXTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT July 12, 2019Rights Agreement • July 15th, 2019 • Castle Biosciences Inc • Services-medical laboratories • Delaware
This Sixth Amended and Restated Investors’ Rights Agreement (this “Agreement”) is dated as of July 12, 2019, and is between Castle Biosciences, Inc., a Delaware corporation (the “Company”), the persons and entities listed on Exhibit A hereto (each, an “Investor” and collectively, the “Investors”), and SH Castle Biosciences, LLC (“Stonebridge-Highland” and also referred to as an “Investor” for purposes of Section 2 of this Agreement, and only a party to this Agreement for purposes of Section 2 of this Agreement and the applicable provisions in Sections 1 and 7.1 of this Agreement in connection therewith). This Agreement amends and restates that certain Fifth Amended and Restated Investors’ Rights Agreement dated July 15, 2015 (the “Prior Agreement”), by and between the Company and certain of the Investors. Unless otherwise defined herein, capitalized terms used in this Agreement have the meanings ascribed to them in Section 1.
FOURTH AMENDMENT TO STANDARD OFFICE LEASE (SIETE II - 3707 North 7th Street, Phoenix, Arizona 85014)Office Lease • May 3rd, 2023 • Castle Biosciences Inc • Services-medical laboratories
THIS FOURTH AMENDMENT TO STANDARD OFFICE LEASE (this “Fourth Amendment”) is dated 4/18/2023 (the “Amendment Date”), and made by ALTURAS SIETE II, LLC, an Idaho limited liability company (“Landlord”), and CASTLE BIOSCIENCES, INC., a Delaware corporation (“Tenant”), and amends that certain Standard Office Lease dated December 16, 2019 (the “Original Lease”), as previously amended by that certain First Amendment to Standard Office Lease dated February 16, 2021 (the “First Amendment”), that certain Second Amendment to Standard Office Lease dated November 23, 2021 (the “Second Amendment”), and that certain Third Amendment to Standard Office Lease dated February 9, 2023 (the “Third Amendment”, and together the Original Lease, the First Amendment, the Second Amendment, and the Third Amendment are referred to collectively as the “Lease”), between Landlord and Tenant, for the lease of those certain premises that consist of approximately 17,752 rentable square feet known as Suites 100B, 110, 305
FIRST AMENDMENT TO STANDARD OFFICE LEASEOffice Lease • May 10th, 2021 • Castle Biosciences Inc • Services-medical laboratories
THIS FIRST AMENDMENT TO STANDARD OFFICE LEASE (this “Amendment”) is made this 16th day of February, 2021 (the “Amendment Date”), by ALTURAS SIETE II, LLC, an Idaho limited liability company (“Landlord”), and CASTLE BIOSCIENCES, INC., a Delaware corporation (“Tenant”), and amends that certain Standard Office Lease dated December 16, 2019 (the “Original Lease”), between Landlord and Tenant, for the lease of those certain premises that consist of approximately 11,555 rentable square feet known as Suites 110, 305A, 307, and 330 (the “Original Premises”) in the project located at 3707 North 7th Street, Phoenix, Arizona (the “Project”), as follows:
THIRD AMENDMENT TO STANDARD OFFICE LEASEOffice Lease • December 3rd, 2021 • Castle Biosciences Inc • Services-medical laboratories
THIS THIRD AMENDMENT TO STANDARD OFFICE LEASE (this “Third Amendment”) is dated 11/29/2021 (the “Amendment Date”), and made by ALTURAS SIETE I, LLC, an Idaho limited liability company (“Landlord”), and CASTLE BIOSCIENCES, INC., a Delaware corporation (“Tenant”), and amends that certain Standard Office Lease dated October 5, 2015 (the “Original Lease”), as previously amended by that certain First Amendment to Lease dated December 4, 2018 (the “First Amendment”), and that certain Second Amendment to Standard Office Lease dated December 16, 2019 (the “Second Amendment”, and together the Original Lease, the First Amendment, and the Second Amendment are referred to collectively as the “Lease”), between Landlord and Tenant, for the lease of those certain premises that consist of approximately 11,916 rentable square feet known as Suites 125, 130 and 160 (the “Premises”) in the building located at 3737 North 7th Street, Phoenix, Arizona 85014, as follows:
THIRD AMENDMENT TO STANDARD OFFICE LEASEOffice Lease • February 28th, 2023 • Castle Biosciences Inc • Services-medical laboratories
THIS THIRD AMENDMENT TO STANDARD OFFICE LEASE (this “Third Amendment”) is dated February 9, 2023 (the “Amendment Date”), and made by ALTURAS SIETE II, LLC, an Idaho limited liability company (“Landlord”), and CASTLE BIOSCIENCES, INC., a Delaware corporation (“Tenant”), and amends that certain Standard Office Lease dated December 16, 2019 (the “Original Lease”), as previously amended by that certain First Amendment to Standard Office Lease dated February 16, 2021 (the “First Amendment”) and that certain Second Amendment to Standard Office Lease dated November 23, 2021 (the “Second Amendment”; the Original Lease, the First Amendment, and the Second Amendment are collectively referred to as the “Lease”) between Landlord and Tenant, for the lease of those certain premises that consist of approximately 17,752 rentable square feet known as Suites 100B, 110, 305A, 307, 310, 320, and 330 (the “Premises”) in the project located at 3707 North 7th Street, Phoenix, Arizona (the “Project”), as foll
EMPLOYMENT SEPARATION AGREEMENTEmployment Separation Agreement • June 2nd, 2020 • Castle Biosciences Inc • Services-medical laboratories • Texas
This Separation Agreement (the “Agreement”) is made and entered into by Castle Biosciences, Inc. (“Castle”), and Federico A. Monzon (the “Employee”).
