AMENDMENT NO. 1 TO
SERIES C PREFERRED SECURITIES PURCHASE AGREEMENT
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.
WHEREAS, the Company previously authorized the sale and issuance of up to $15,500,000 of Series C Preferred Stock of the Company (the Series C Preferred Stock) pursuant to the terms of the Purchase Agreement;
WHEREAS, the Company and the Purchasers now desire to amend the terms of the Purchase Agreement as set forth below;
WHEREAS, pursuant to Section 6.10 of the Purchase Agreement, any term of the Purchase Agreement may be amended by a written consent of the Company and the Purchases holding a majority of the Common Stock issued or issuable upon conversion of the Series C Preferred Stock issued pursuant to the Purchase Agreement; and
WHEREAS, the undersigned constitute the Company and the Purchasers holding a majority of the Common Stock issued or issuable upon conversion of the Series C Preferred Stock issued pursuant to the Purchase Agreement.
NOW, THEREFORE, in consideration of these premises and the mutual covenants, terms and conditions set forth herein, all of the parties hereto mutually agree as follows:
1. Amendment to Section 1.4 of the Purchase Agreement. Section 1.4 of the Purchase Agreement is hereby amended and restated in its entirety as follows:
Second Tranche Investment. In addition to the Stock and Common Warrants purchased by RTW (defined below) in the First Subsequent Closing and the approximately $1,499,999 of additional Stock and Common Warrants purchased by RTW in the Closing occurring on or around March 6, 2018, RTW Master Fund, LTD and RTW Innovation Master Fund, LTD (collectively, RTW) shall have the right, in their discretion, to purchase up to an aggregate of 270,758 additional shares of Stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or similar recapitalization affecting such shares) (the Second Tranche Investment) on or before September 15, 2018 (the Second Tranche Closing) for an aggregate purchase price of $1,499,999.32 (such shares, Second Tranche Investment Amount). RTW shall have the right to allocate the Second Tranche Investment between its affiliated venture