EX-10.54





 Exhibit 10.54 

CONVERTIBLE PROMISSORY NOTE 

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. 
 DERMTECH, INC. 

CONVERTIBLE PROMISSORY NOTE 

 

 US$1,148,185.00



 June 10, 2019        


 

  
 DermTech,
Inc., a corporation duly formed under the laws of the State of Delaware, (the “Company”), for value received, hereby promises to pay to RTW Master Fund Ltd. or registered assigns (the “Note
Holder”) the principal sum of US$1,148,185.00, together with interest, in the manner provided herein. 

1. Maturity Date; Repayment. 

(a) Maturity Date. Unless converted as provided in Section 3 herein, all amounts outstanding and unpaid under this
Convertible Promissory Note (this “Note”) shall be due and payable on or at any time (such time a “Maturity Event”) after the earliest to occur of: (i) September 25, 2019 (the “Maturity
Date”), (ii) the occurrence of an Event of Default (as defined in Section 5 hereof), (iii) the consummation of a liquidation or dissolution of the Company (each, a “Liquidation Event”), (iv) a Liquidation
Transaction as defined in the Company’s Amended and Restated Certificate of Incorporation, or (v) the consummation of a merger of the Company with DT Merger Sub, Inc. (“Merger Sub”), a subsidiary of Constellation Alpha
Capital Corp. (“Constellation”), in accordance with the Agreement and Plan of Merger, dated as of May 29, 2019 (the “Merger Agreement”), by and among Constellation, Merger Sub and the Company (a
“Qualifying Merger”). At any time thereafter, the Note Holder may make written demand to the Company for repayment; provided, however, that no written demand shall be required for repayment pursuant to a Liquidation Event. 

(b) Repayment. On or after the Maturity Date, the Company may elect to repay all (but not any parts of) amounts
outstanding and unpaid under this Note so long as the Company has provided ten (10) business days’ written notice to the Note Holder of its intention to repay this Note. Any payments shall be made pro rata amount among all holders of Notes
(as defined below). 
 2. Interest. Interest on the unpaid principal amount shall accrue beginning on the issue
date set forth above at a rate equal to ten percent (10%) per annum, computed on the basis of the actual number of days elapsed and a year of 365 days from the date of this Note until the principal amount and all interest accrued thereon are paid or
converted, as provided in Section 3 hereof; provided, however, that, for each day that this Note remains due and payable following the occurrence of a Maturity Event, interest on the unpaid principal amount shall accrue at a rate equal to
fifteen (15%) per annum. Except on earlier conversion in accordance with Section 3 hereof, interest shall not be due and payable until the Maturity Date or an earlier Event of Default or Liquidation Event. 

3. Conversion. 

(a) Automatic Conversion in Connection with a Qualifying Merger. The unpaid principal amount of this Note together with any interest
accrued but unpaid thereon, shall automatically be converted into shares of the Company’s common stock immediately prior to the consummation of a Qualifying Merger. Upon the conversion of this Note pursuant to this Section 3(a), the Note
Holder shall be entitled to receive a number of shares of the 












 
Company’s common stock equal to the quotient obtained by dividing (i) the unpaid principal amount of this Note plus interest accrued but unpaid thereon, by (1) if the Qualifying
Merger consummates prior to the Maturity Date, the lesser of (x) $3.37 and (y) 90% of the Merger Consideration (as defined below), or (2) if the Qualifying Merger consummates on or after the Maturity Date, the lesser of (x) $2.62 and (y) 70% of
the Merger Consideration. The “Merger Consideration” means the offering price per share of the PIPE transaction between Constellation and the investors thereto, to be consummated substantially concurrently with the consummation of
the Qualifying Merger, multiplied by the Conversion Ratio (as defined below). The “Conversion Ratio” means the quotient resulting from dividing 16,000,000 by the number of the Company’s fully diluted shares immediately prior to
the consummation of the Qualifying Merger, assuming exercise of all outstanding options, issuance of all common stock underlying outstanding restricted stock unit awards, exercise of all outstanding warrants, and conversion of all outstanding
convertible promissory notes, including this Note and any other Note of substantially the same form (collectively, the “Notes”), but excluding all shares of the Company’s common stock reserved and available for future grant
under any equity incentive or similar plan of the Company, and in each case as adjusted for stock splits, combinations and similar transactions, all calculated in accordance with the final Allocation Schedule to be delivered in connection with the
Qualifying Merger. 
 (b) Automatic Conversion in Connection with a Qualified Financing. In the event that, after the
Maturity Date and prior to the consummation of a Qualifying Merger, a Qualified Financing (as defined herein) occurs, the unpaid principal amount of this Note together with any interest accrued but unpaid thereon, shall automatically be converted
into shares of the Company’s equity securities to be issued and sold at the closing of a single or series of related capital raising transactions in which the Company issues equity securities to persons or entities in which the aggregate gross
proceeds to the Company are at least twenty million Dollars ($20,000,000) (“Qualified Financing”) (including proceeds up to $3,000,000 received by the Company from the Notes) (it being understood that if such Qualified Financing
consists of more than one type of security, the Note Holder shall be entitled to receive all of such securities upon such conversion). Upon the conversion of this Note pursuant to this Section 3(b), the Note Holder shall be entitled to receive:
(i) a number of shares of the Company’s equity securities to be issued and sold at the closing of the next Qualified Financing (“New Stock”) to be issued upon such conversion equal to the quotient obtained by dividing the
unpaid principal amount of this Note plus interest accrued but unpaid thereon, by the lesser of (A) the lowest price per share of the New Stock paid in the Qualified Financing by investors multiplied by 80%, and (B) the price per share
obtained by dividing $52,000,000 by the Company’s fully diluted capitalization immediately prior to such Qualified Financing assuming exercise or conversion of all outstanding options and issuance of all outstanding restricted stock unit
awards, including all shares of Common Stock reserved and available for future grant under any equity incentive or similar plan of the Company, and/or any equity incentive or similar plan to be created or increased in connection with the Qualified
Financing, but excluding any shares issuable upon exercise of the Company’s outstanding warrants or conversion of the Notes; (ii) to the extent that the Company issues warrants to the investors in the Qualified Financing, a warrant, in
substantially the same form as the warrants issued to the investors in the Qualified Financing (“New Warrant”), exercisable for a number of shares of the New Warrant’s underlying securities equal to the number of shares of such
underlying securities that the New Warrant would have been exercisable for if the Note Holder purchased a number of shares of the Company’s equity securities in such financing equal to the amount of New Stock that the Note Holder would be
entitled to under Section 3(b)(i) in connection with such Qualified Financing; and (iii) to the extent that the Company issues any other type of non-equity securities to the investors in the
Qualified Financing, non-equity securities in substantially the same form as the non-equity securities issued to the investors in the Qualified Financing (“New Non-Equity Securities”) in an amount based upon the calculation provided in the foregoing Section 3(a)(ii), with such calculation adjusted only as necessary to account for differences between the
mechanics of a warrant and the mechanics of the New Non-Equity Securities. The issuance of the shares of New Stock, the New Warrant and the New Non-Equity Securities
upon such conversion shall be upon the terms and subject to the conditions applicable to the Qualified Financing. Upon such conversion, the Note Holder will execute such agreements as may be entered into by purchasers of shares of New Stock
in the Qualified Financing generally, if any. The Company shall use best efforts to ensure that the Note Holder, together with RTW Innovation Master Fund, Ltd., continues to have the right to designate a member to the Company’s board of
directors pursuant to that certain Amended and Restated Voting Agreement, dated as of September 26, 2017 and amended on March 5, 2018, by and among the Company, the Note Holder and other parties thereto, following the closing of the
Qualified Financing; provided that such right to designate a member to the Company’s board of directors shall expire at the consummation of a Qualifying Merger. 

  
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 (c) Optional Conversion. At any time after the Maturity Date, the
Note Holder may elect, upon two (2) business days’ written notice to the Company, to convert all, but not less than all, of the outstanding principal balance under this Note, together with any accrued but unpaid interest thereon, into
shares of the Company’s common stock (the “Optional Conversion”). Upon conversion of this Note pursuant to this Section 3(c), the Note Holder shall be entitled to receive a number of shares of the Company’s common
stock equal to the quotient obtained by dividing the unpaid principal amount of this Note plus interest accrued but unpaid thereon by $2.62 (as adjusted for stock splits, combinations and similar transactions). 

(d) Change in Control. The Company shall provide the Note Holder with ten (10) business days’ prior written
notice before Company consummates a Change of Control (as hereinafter defined) prior to the payment in full or conversion of this Note, and such notice shall include the material terms and conditions of such Change of Control along with any term
sheets, letters of intent, or other definitive agreements. If the Company consummates a Change of Control (as hereinafter defined) prior to the payment in full or conversion of this Note, then the Note Holder may elect, upon two (2) business
days’ written notice to the Company, to either (1) effect an Optional Conversion in accordance with the Optional Conversion Calculation, or (2) demand payment of the then outstanding principal amount and the then current accrued but
unpaid interest under this Note (the “Base Amount”) plus an amount equal to the Base Amount multiplied by 175%. A “Change of Control” shall mean the occurrence of (i) any transaction or series of related
transactions that results in a “person” or “group” (within the meaning of Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), becoming the “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended), directly or indirectly, of more than fifty percent (50%) of the outstanding voting securities of the Company having the right to vote for the election of
members of the Board of Directors of the Company, (ii) any reorganization, merger or consolidation of the Company, other than a transaction or series of related transactions in which the holders of the voting securities of the Company
outstanding immediately prior to such transaction or series of related transactions retain, immediately after such transaction or series of related transactions, directly or indirectly, at least a majority of the total voting power represented by
the outstanding voting securities of the Company or such other surviving or resulting entity, or (iii) a sale, lease or other disposition of all or substantially all of the assets of the Company. 

(e) Registration Rights. The holder of the securities issued upon conversion of this Note shall be entitled to the
registration rights provided in the Amended and Restated Investors’ Rights Agreement dated September 26, 2017, by and among the Company, the Note Holder and other parties thereto, as may be amended (the “A&R IRA”),
upon becoming a party to such agreement (if not already a party). 
 (f) Right of First Offer. The Note Holder shall
be entitled to the same right of first offer provided in Section 2.2 of the A&R IRA to Major Investors (as defined therein), notwithstanding the fact that the Note Holder may not be considered a Major Investor. For purposes of
Section 2.2 of the A&R IRA, the number of shares of the Company’s Common Stock issuable upon conversion and exercise of all convertible or exercisable securities then held by the Note Holder shall be calculated based solely upon the
holdings that that Note Holder would receive from this Note if it was converted in accordance with the terms of Section 3(b). 

(g) Optional Conversion at Non-Qualified Financing. In the event the Company
consummates, on or before the Maturity Date, an equity financing pursuant to which it sells shares of equity in a transaction that does not constitute a Qualified Financing, then the Company shall provide written notice to the Note Holder, and the
Note Holder shall have the option, but not the obligation, to elect to treat such equity financing as a Qualified Financing on the same terms set forth herein. 

(h) Future Rights. In the event that, prior to the Company’s payment in full of all obligations hereunder, the
Company issues any convertible debt (or similar securities), including any other Notes, which provides any rights, preferences, or privileges that are in any way different or more favorable than the rights, preferences and privileges set forth in
this Note, then the Company shall provide prompt written notice to the Note Holder, including details regarding any different or more favorable rights, preferences or privileges, and shall provide the Note Holder with the right to elect any of such
rights, preferences, or privileges with respect to this Note. 

  
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 4. Mechanics of Conversion. 

(a) No Fractional Shares. No fractional shares will be issued upon conversion of this Note and all fractional share
numbers will be rounded down to the nearest whole number of shares. 
 (b) Automatic Conversion Mechanics. In the
event that this Note is converted into common stock pursuant to Section 3(a) or into New Stock (and to the extent applicable, a New Warrant and/or New Non-Equity Securities) pursuant to Section 3(b),
the Note Holder shall surrender this Note, duly endorsed, to the Company at the closing of the Qualifying Merger or the Qualified Financing, as applicable, and this Note shall thereupon be canceled. The Company shall at all times during which this
Note shall be outstanding, reserve and keep available out of its authorized but unissued stock, for the purpose of effecting the conversion of this Note, the requisite number of shares of common stock for issuance upon conversion of this Note prior
to the issuance of such shares. 
 (c) Optional Conversion Mechanics. In the event that this Note is converted into
common stock pursuant to Section 3(c), the Note Holder shall notify the Company at least two (2) calendar days prior to the date that the Note Holder intends to effect the Optional Conversion. The Company shall at all times during which
this Note shall be outstanding, reserve and keep available out of its authorized but unissued stock, for the purpose of effecting the conversion of this Note, the requisite number of shares of common stock for issuance upon conversion of this Note
prior to the issuance of such shares. At the time of the consummation of the Optional Conversion, the Note Holder shall surrender this Note, duly endorsed, to the Company and this Note shall thereupon be canceled. As soon as practicable following
surrender of this Note (or a duly executed affidavit of loss with any indemnity requested by the Company) and, at its expense, the Company will issue and deliver to the Note Holder a certificate or certificates representing the number of shares of
common stock to which the Note Holder is entitled upon the Optional Conversion. 
 (d) In the event of conversion of this
Note pursuant to Section 3, as soon as practicable following surrender of this Note (or a duly executed affidavit of loss with any indemnity requested by the Company) and at its expense, the Company will issue and deliver to the Note Holder, a
certificate or certificates representing the number of shares of common stock or New Stock to which the Note Holder is entitled upon such conversion (and to the extent applicable, a warrant agreement representing the New Warrant to which the Note
Holder is entitled and/or customary documentation representing any New Non-Equity Securities to which the Note Holder is entitled). 

5. Event of Default. If either of the following events (each, an “Event of Default”) shall occur
and be continuing: 
 (a) default in the payment when due of any principal or interest under this Note or default in the
conversion of this Note in accordance with the terms hereof, where such default shall continue uncured for a period of five (5) business days after written notice by the Note Holder; 

(b) the institution against the Company or any endorser or guarantor of this Note of any proceedings under the United States
Bankruptcy Code or any other federal or state bankruptcy, reorganization, receivership, insolvency or other similar law affecting the rights of creditors generally, which proceeding is not dismissed within sixty (60) calendar days of
filing; or the institution by the Company or any endorser or guarantor of this Note of any proceedings under the United States Bankruptcy Code or any other federal or state bankruptcy, reorganization, receivership, insolvency or other similar law
affecting the rights of creditors generally or the making by the Company or any endorser or guarantor of this Note of a composition or an assignment or trust mortgage for the benefit of creditors; 

(c) a material breach by the Company of any of its covenants, representations or warranties in this Note, provided that the
Note Holder notified the Company of the breach and the Company failed to cure or remedy within thirty (30) days of such notice; 

(d) the Company defaults under any Indebtedness (as hereinafter defined) of the Company which default results in the
acceleration of such Indebtedness prior to its express maturity and the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness for borrowed money under which the maturity has been accelerated,
exceeds $500,000; or 

  
 4 













 (e) one or more judgments in an aggregate amount in excess of $500,000
(which are not covered by insurance) are rendered against the Company and such judgments are not discharged, stayed or satisfied within 90 days after such judgments become final and non-appealable; 

then, and in any such event, the Note Holder may, by notice to the Company, declare the entire unpaid principal amount of this Note, all
interest accrued and unpaid hereon and all other amounts payable under this Note to be forthwith due and payable. 

6. Liquidation Event. In the event that, prior to the prior to the payment in full or conversion of this Note,
the Company enters into a definitive agreement or plan to effect a Liquidation Event, the Company shall notify the Note Holder of such determination and the Note Holder shall be entitled to elect in writing to receive, upon consummation of such
Liquidation Event, an amount equal to (i) the then outstanding principal amount under this Note and (ii) the then current accrued but unpaid interest under this Note.  

7. Future Indebtedness. The Company shall not, without the written consent of the Note Holder, incur any
Indebtedness following the issuance of this Note, other than (i) Indebtedness pursuant to the Notes or (ii) Indebtedness that is junior in right of payment to the Notes, until all of the principal and interest under the Notes has been paid
in full or converted in accordance with the terms of the Notes. “Indebtedness” means obligations with respect to principal, accrued and unpaid interest, penalties, premiums and any other fees, expenses and breakage costs on and
other payment obligations arising under any (a) indebtedness for borrowed money, (b) indebtedness issued in exchange for or in substitution for borrowed money, (c) obligations evidenced by any note, bond, debenture, guarantee or other
debt security or similar instrument or contract and (e) guarantees of the types of obligations described in clauses (a) though (d) above. 

8. Termination of Rights. Upon payment in full of this Note in accordance with Section 1, delivery of all
securities issuable upon a conversion of this Note in accordance with Section 3 or payment in full of this Note in connection with a Liquidation Event in accordance with Section 6, as applicable, all rights with respect to this Note shall
terminate, whether or not the Note has been surrendered for cancellation, and the Company will be forever released from all of its obligations and liabilities under this Note, except its obligations pursuant to Sections 3(e) (Registration Rights)
and 4(d). 
 9. Representations and Warranties of the Note Holder. The Note Holder hereby represents and
warrants to the Company as of the date the Note was issued as follows: 
 (a) Securities Law Compliance. The Note
Holder has been advised that this Note and the underlying securities have not been registered under the Securities Act, or any state securities laws, and, therefore, cannot be resold unless they are registered under the Securities Act and applicable
state securities laws or unless an exemption from such registration requirements is available. The Note Holder is aware that the Company is under no obligation to effect any such registration with respect to this Note or the underlying securities,
except as set forth in Section 3(e), or to file for or comply with any exemption from registration. The Note Holder, if an entity, has not been formed solely for the purpose of making this investment. The Note Holder is purchasing this Note to
be acquired by the Note Holder hereunder for the Note Holder’s own account for investment, not as a nominee or agent, and not with a view to, or for resale of this Note or the underlying securities in connection with, the distribution thereof,
and the Note Holder has no present intention of selling, granting any participation in, or otherwise distributing the same. The residency of the Note Holder (or, in the case of a partnership or corporation, such entity’s principal place of
business) is correctly set forth beneath the Note Holder’s name on the signature page hereto. 
 (b) Accredited
Investor. The Note Holder has such knowledge and experience in financial and business matters that the Note Holder is capable of evaluating the merits and risks of its investment in this Note, is able to incur a complete loss of such investment
without impairing the Note Holder’s financial condition and is able to bear the economic risk of such investment for an indefinite period of time. The Note Holder is an “accredited investor” as such term is defined in Rule 501 of
Regulation D under the Securities Act and will submit to the Company such further assurances of such status as may be reasonably requested by the Company. 

10. Representations and Warranties of the Company. The Company hereby represents and warrants to the Holder as of
the date the Note was issued as follows: 

  
 5 













 a) Organization, Good Standing and Qualification. The Company
is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company has the requisite corporate power to own and operate its properties and assets and to carry on its business as now conducted
and as proposed to be conducted. The Company is duly qualified and is authorized to do business and is in good standing as a foreign corporation in all jurisdictions in which the nature of its activities and of its properties (both owned and leased)
makes such qualification necessary, except for those jurisdictions in which failure to do so would not have a material adverse effect on the Company or its business (a “Material Adverse Effect”). 

b) Corporate Power. The Company has all requisite corporate power to issue this Note and to carry out and perform
its obligations under this Note. The Company’s Board of Directors (the “Board”) has approved the issuance of this Note based upon a reasonable belief that the issuance of this Note is appropriate for the Company after reasonable
inquiry concerning the Company’s financing objectives and financial situation. 
 c) Authorization. All
corporate action on the part of the Company, the Board and the Company’s stockholders necessary for the issuance and delivery of this Note has been taken. This Note constitutes a valid and binding obligation of the Company enforceable in
accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency, the relief of debtors and, with respect to rights to indemnity, subject to federal and state securities laws. Any securities issued upon conversion
of this Note (the “Conversion Securities”), when issued in compliance with the provisions of this Note, will be validly issued, fully paid, nonassessable, free of any liens or encumbrances and issued in compliance with all
applicable federal and securities laws. 
 d) Governmental Consents. All consents, approvals, orders or
authorizations of, or registrations, qualifications, designations, declarations or filings with, any governmental authority required on the part of the Company in connection with issuance of this Note has been obtained. 

e) Compliance with Laws. To its knowledge, the Company is not in violation of any applicable statute, rule,
regulation, order or restriction of any domestic or foreign government or any instrumentality or agency thereof in respect of the conduct of its business or the ownership of its properties, which violation of which would have a Material Adverse
Effect. 
 f) Compliance with Other Instruments. The Company is not in violation or default of any term of its
certificate of incorporation or bylaws, of the Merger Agreement, or of any provision of any mortgage, indenture or contract to which it is a party and by which it is bound or of any judgment, decree, order or writ, other than such violation(s) that
would not have a Material Adverse Effect. The execution, delivery and performance of this Note will not result in any such violation or be in conflict with, or constitute, with or without the passage of time and giving of notice, either a default
under any such provision, instrument, judgment, decree, order or writ or an event that results in the creation of any lien, charge or encumbrance upon any assets of the Company or the suspension, revocation, impairment, forfeiture, or nonrenewal of
any material permit, license, authorization or approval applicable to the Company, its business or operations or any of its assets or properties. Without limiting the foregoing, the Company has obtained all waivers reasonably necessary with respect
to any preemptive rights, rights of first refusal or similar rights, including any notice or offering periods provided for as part of any such rights, in order for the Company to consummate the transactions contemplated hereunder without any third
party obtaining any rights to cause the Company to offer or issue any securities of the Company as a result of the consummation of the transactions contemplated hereunder. 

g) No “Bad Actor” Disqualification. The Company has exercised reasonable care to determine whether any
Company Covered Person (as defined below) is subject to any of the “bad actor” disqualifications described in Rule 506(d)(1)(i) through (viii), as modified by Rules 506(d)(2) and (d)(3), under the Securities Act (each, a
“Disqualification Event”). To the Company’s knowledge, no Company Covered Person is subject to a Disqualification Event. The Company has complied, to the extent required, with any disclosure obligations under Rule 506(e) under
the Act. For purposes of this Note, “Company Covered Persons” are those persons specified in Rule 506(d)(1) under the Act; provided, however, that Company Covered Persons do not include (a) any Holder, or (b) any person or entity
that is deemed to be an affiliated issuer of the Company solely as a result of the relationship between the Company and any Holder. 

  
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 h) Offering. The offer, issue, and sale of this Note and the
Conversion Securities (collectively, the “Securities”) are and will be exempt from the registration and prospectus delivery requirements of the Securities Act, and have been registered or qualified (or are exempt from registration
and qualification) under the registration, permit or qualification requirements of all applicable state securities laws. 

i) Use of Proceeds. The Company shall use the proceeds of this Note solely for the operations of its business,
and not for any personal, family or household purpose. 
 11. Transfer; Successors and Assigns. The Note Holder
may sell, assign, pledge, dispose of or otherwise transfer this Note or any interest herein without the prior written consent of the Company so long as the Note Holder provides the Company two (2) business days’ written notice of such
transfer. Subject to the preceding sentence, this Note may be transferred only upon surrender of the original Note (or affidavit of loss with any indemnity requested by the Company) for registration of transfer, duly endorsed, or accompanied by a
duly executed written instrument of transfer in form satisfactory to the Company. Thereupon, a new note for the same principal amount and interest will be issued by the Company to, and registered in the name, of, the transferee, who shall thereupon
be deemed the registered Note Holder. Interest and principal are payable only to the registered Note Holder. The terms and conditions of this Note shall inure to the benefit of and binding upon the respective successors and assigns of the parties.

 12. Governing Law. This Note and all acts and transactions pursuant hereto and the rights and obligations of
the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of California, without giving effect to principles of conflicts of law and choice of law that would cause the laws of any other jurisdiction to
apply. 
 13. Notices. All notices, requests and demands to or upon the respective parties hereto to be
effective shall be in writing, and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made: (i) if delivered by hand, when received, (ii) if sent by a nationally recognized courier service, one business
day after delivery to such courier service, (iii) if transmitted by facsimile or e-mail, at the time such transmission is confirmed to the sender, (iv) if sent by certified mail, four business days
after delivery to the postal system, in each case addressed as follows in the case of the Company and the Note Holder or to such other address as may be hereafter notified by the respective parties hereto and any future holder(s) of this Note: 

 

			
	 Company:
	  	 11099 N. Torrey Pines Road, #100

La Jolla, CA 92037
 Attn: Steven
Kemper

		
	 With a copy to:
	  	 Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, PC

3850 Carmel Mountain Road
 Suite
300
 San Diego, CA 92130
 Attn:
Jeremy Glaser
 (which copy shall not constitute notice)

		
	 Note Holder:
	  	 RTW Master Fund, Ltd.

		
	 With a copy to:
	  	
                       
                     
  

                       
                     
  

                       
                     


 14. Amendments and Waivers. This Note may be amended or modified, and any
provision hereof may be waived with the written consent of the Company and the Note Holder. No waivers of any term, condition or provision 

  
 7 













 
of this Note, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision. 

15. Headings. The headings in this Note are for purposes of reference only, and shall not limit or otherwise
affect the meaning hereof. 
 16. Rights Reserved. No provisions of this Note and no right or option granted or
conferred herein shall in any way limit, affect or abridge the exercise by the Company of any of its corporate rights or powers, including without limitation, its corporate right and power to issue securities, recapitalize, amend its Amended and
Restated Certificate of Incorporation, reorganize, consolidate or merge with or into another corporation, or transfer or encumber all or any part of its property or assets. 

[Signature Page Follows] 

  
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 IN WITNESS WHEREOF, the Company has caused this Note to be duly executed and
delivered. 
  

			
	 DERMTECH, INC.

		
	By:	 	 /s/ Steven Kemper

	 Name: Steven Kemper

	 Title: Chief Financial Officer



  

			
	 AGREED AND ACCEPTED BY:

	
	 RTW Master Fund Ltd.

		
	By:	 	 /s/ Roderick Wong

	 Name: Roderick Wong

	 Title: Director


 [Signature Page to Convertible Promissory Note]