SUBSCRIPTION AGREEMENTSubscription Agreement • May 29th, 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:
AGREEMENT AND PLAN OF MERGER by and among CONSTELLATION ALPHA CAPITAL CORP., DT MERGER SUB, INC. and DERMTECH, INC. Dated as of May 29, 2019Agreement and Plan of Merger • May 29th, 2019 • Constellation Alpha Capital Corp. • Services-medical laboratories • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of May 29, 2019 (this “Agreement”), 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”).
DEFERRED UNDERWRITING FEE ASSIGNMENT AGREEMENTUnderwriting Fee Assignment Agreement • May 29th, 2019 • Constellation Alpha Capital Corp. • Services-medical laboratories • New York
This deferred underwriting fee assignment agreement (this “Fee Agreement”) is being delivered to you in connection with that certain Underwriting Agreement, dated as of June 19, 2017 (the “Underwriting Agreement”), by and among Cowen and Company, LLC (“Cowen”), acting as representative of the underwriters named in Schedule A thereto (the “Underwriters”), and Constellation Alpha Capital Corp., a company incorporated in the British Virgin Islands (“Constellation”), and the proposed business combination by and among DermTech, Inc., a Delaware corporation (the “Company”), Constellation and a wholly-owned subsidiary of Constellation, whereby the Company would survive the business combination as a wholly-owned subsidiary of Constellation, and the existing stockholders of the Company would own a majority of the voting securities of Constellation following the business combination (the “Merger”). For the avoidance of doubt, the Merger shall not include any business combination which results in
