Standard Contracts
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.
ContractWarrant Agreement • September 5th, 2019 • Constellation Alpha Capital Corp. • 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.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 5th, 2019 • Constellation Alpha Capital Corp. • Services-medical laboratories • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 29, 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”).
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”).
FIRST AMENDMENT TO STANDARD RENTAL LEASE, STORAGE LEASE AND SIGNAGE LEASE TO EXPAND and EXTEND TERMStandard Rental Lease, Storage Lease and Signage 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 - NETStandard Multi-Lessee Office Lease - Net • September 5th, 2019 • Constellation Alpha Capital Corp. • 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.”
AMENDMENT NUMBER 1 TO THE DEFERRED UNDERWRITING FEE ASSIGNMENT AGREEMENTDeferred Underwriting Fee Assignment Agreement • September 5th, 2019 • Constellation Alpha Capital Corp. • Services-medical laboratories • New York
Reference is made to that certain deferred underwriting fee assignment agreement (the “Fee Agreement”), dated May 29, 2019, by and among DermTech, Inc. (formerly known as Constellation Alpha Capital Corp.), a Delaware corporation (“DermTech”), DermTech Operations, Inc. (formerly known as DermTech, Inc.), a Delaware corporation (“DermTech Operations”), and Cowen and Company, LLC (“Cowen”), acting as representative of the underwriters (the “Underwriters”) named in Schedule A to that certain Underwriting Agreement, dated as of June 19, 2017. Capitalized terms used herein and not defined shall have the meanings ascribed to them in the Fee Agreement.
