WARRANT AGREEMENTWarrant Agreement • May 18th, 2017 • Constellation Alpha Capital Corp. • Blank checks • New York
This Warrant Agreement (this “Agreement”) made as of [_____], 2017 between Constellation Alpha Capital Corp., a British Virgin Islands company, with offices at Emerald View, Suite 400 2054 Vista Parkway West Palm Beach, FL 33411 (“Company”), and Continental Stock Transfer& Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Warrant Agent”).
RIGHTS AGREEMENTRights Agreement • May 18th, 2017 • Constellation Alpha Capital Corp. • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of [ ], 2017 between Constellation Alpha Capital Corp., a company incorporated in the British Virgin Islands with number 1884971, with offices at Emerald View, Suite 400, 2054 Vista Parkway, West Palm Beach, FL 33411 (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Rights Agent”).
AMENDED AND RESTATED UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • May 18th, 2017 • Constellation Alpha Capital Corp. • Blank checks • Virgin Islands
This AMENDED AND RESTATED UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of this 17th day of May, 2017, by and between Constellation Alpha Capital Corp., a company incorporated in the British Virgin Islands with number 1884971(the “Company”), having its principal place of business at Emerald View, Suite 400, 2054 Vista Parkway, West Palm Beach, FL 33411, and Centripetal, LLC (the “Purchaser”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 18th, 2017 • Constellation Alpha Capital Corp. • Blank checks • New York
This Agreement is made as of [________], 2017 by and between Constellation Alpha Capital Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
Constellation Alpha Capital Corp. Dedham, MA 02026Securities Purchase Agreement • May 18th, 2017 • Constellation Alpha Capital Corp. • Blank checks • Virgin Islands
We are pleased to accept the offer you (the “Subscriber”) have made to purchase an aggregate of 1,437,500 ordinary shares (the “Shares”) of no par value per share (the “Ordinary Shares”), up to 187,500 of which Shares are subject to complete or partial forfeiture (the “forfeiture”) by you if the underwriters of the initial public offering (“IPO”) of Constellation Alpha Capital Corp., a British Virgin Islands company (the “Company”) do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
Constellation Alpha Capital Corp. Emerald View, Suite 400 West Palm Beach, FL 33411 Rajiv Shukla, Chief Executive Officer and Chairman of the Board Fax No. [_____________]Underwriting Agreement • May 18th, 2017 • Constellation Alpha Capital Corp. • Blank checks
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Constellation Alpha Capital Corp., a British Virgin Islands Company (the “Company”), and Cowen and Company, LLC. as Representative (the “Representative”) of the several Underwriters named in Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one ordinary share, no par value, of the Company (the “Ordinary Shares”), one warrant (the “Warrant”) to purchase one-half of one Ordinary Share and one right to receive one-tenth (1/10) of one Ordinary Share upon the consummation of the Company’s initial business combination (the “Right”). Certain capitalized terms used herein are defined in paragraph 17 hereof.
12,500,000 Units CONSTELLATION ALPHA CAPITAL CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • May 18th, 2017 • Constellation Alpha Capital Corp. • Blank checks • New York
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • May 18th, 2017 • Constellation Alpha Capital Corp. • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of this 17th day of May 2017, by and between Constellation Alpha Capital Corp., a British Virgin Islands business company (the “Company”), having its principal place of business at Emerald View, Suite 400, 2054 Vista Parkway, West Palm Beach, FL 33411, and Cowen Investments LLC (the “Purchaser”).
