FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 18th, 2019 • Constellation Alpha Capital Corp. • Services-medical laboratories • New York
THIS REGISTRATION RIGHTS 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 (the “Domestication”) as a Delaware corporation, the “BVI Company”), and the undersigned parties listed under the heading “Holders” on the signature page hereto (each such party, together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively the “Holders”).
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.
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”).
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 AGREEMENTSeries C Preferred 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.
DERMTECH, INC. SERIES C PREFERRED SECURITIES PURCHASE AGREEMENT September 26, 2017Series C Preferred Securities Purchase Agreement • June 18th, 2019 • Constellation Alpha Capital Corp. • Services-medical laboratories • Delaware
This Series C Preferred Securities Purchase Agreement (this “Agreement”) is made as of the 26th day of September, 2017 by and among DermTech, Inc., a Delaware corporation (the “Company”) and the investors listed on Exhibit A attached hereto (each a “Purchaser” and together the “Purchasers”).
DERMTECH INTERNATIONAL EMPLOYMENT AGREEMENTEmployment Agreement • June 18th, 2019 • Constellation Alpha Capital Corp. • Services-medical laboratories • California
This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of April 1, 2014 (the “Effective Date”) by and between DermTech International (the “Company”), and Steven Kemper (“Executive” and, together with the Company, the “Parties”).
DERMTECH, INC. AMENDED AND RESTATED VOTING AGREEMENTVoting Agreement • June 18th, 2019 • Constellation Alpha Capital Corp. • Services-medical laboratories • Delaware
This Amended and Restated Voting Agreement (the “Agreement”) effective as of September 26, 2017 by and among DermTech, Inc., a Delaware corporation (the “Company”), the holders of shares of Common Stock listed on Exhibit A-1 (individually, a “Common Holder” and collectively, the “Common Holders”), the Existing Investors (as defined below) listed on Exhibit A-2, and the purchasers of Series C Preferred Stock (the “Purchasers”) listed on Exhibit A-3. The holders of Series C Preferred Stock are individually referred to as a “Preferred Holder” and collectively as the “Preferred Holders”). The Common Holders, the Existing Investors and the Preferred Holders are collectively referred to herein as the “Stockholders.” The Company’s Series C Preferred Stock is collectively referred to herein as the “’Preferred Stock.”
DERMTECH, INC. RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT September 26, 2017Right of First Refusal and Co-Sale Agreement • June 18th, 2019 • Constellation Alpha Capital Corp. • Services-medical laboratories • Delaware
THIS RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT (this “Agreement”), is made as of the 26th day of September, 2017 by and among DermTech, Inc., a Delaware corporation (the “Company”), the Investors listed on Schedule A and the Key Holders listed on Schedule B.
