REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 23rd, 2017 • Constellation Alpha Capital Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of June 19, 2017, by and among Constellation Alpha Capital Corp., a British Virgin Islands company (the “Company”), Centripetal, LLC (the “Sponsor Investor”), Cowen Investments LLC (the “Cowen Investor” and, together with the Sponsor Investor, the “Investors”, and each individually, an “Investor”) and any other holder of Registrable Securities (as defined below) which becomes a party to this Agreement pursuant to Section 6.2.
WARRANT AGREEMENTWarrant Agreement • June 23rd, 2017 • Constellation Alpha Capital Corp. • Blank checks • New York
This Warrant Agreement (this “Agreement”) made as of June 19, 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 One State Street, 30th Floor, New York, New York 10004 (“Warrant Agent”).
RIGHTS AGREEMENTRights Agreement • June 23rd, 2017 • Constellation Alpha Capital Corp. • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of June 19, 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 One State Street, 30th Floor, New York, New York 10004 (“Rights Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 23rd, 2017 • Constellation Alpha Capital Corp. • Blank checks • New York
This Agreement is made as of June 19, 2017 by and between Constellation Alpha Capital Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
Constellation Alpha Capital Corp. Emerald View, Suite 400, 2054 Vista Parkway West Palm Beach, FL 33411Letter Agreement • June 23rd, 2017 • Constellation Alpha Capital Corp. • Blank checks • New York
This letter agreement will confirm our agreement that, commencing on the first date (the “Effective Date”) that any securities of Constellation Alpha Capital Corp. (the “Company”) registered on the Company’s registration statement (the “Registration Statement”) for its initial public offering (the “IPO”) are listed on the Nasdaq Capital Market, and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Centripetal, LLC shall make available to the Company certain office space, utilities and secretarial and administrative services as may be required by the Company from time to time, situated at Emerald View, Suite 400, 2054 Vista Parkway, West Palm Beach, FL 33411 (or any successor location). In exchange therefor, the Company shall pay Centripetal, LLC the sum of $10,000 per mont
12,500,000 Units CONSTELLATION ALPHA CAPITAL CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • June 23rd, 2017 • Constellation Alpha Capital Corp. • Blank checks • New York
