Exhibit 10.2


 


INVESTMENT MANAGEMENT TRUST AGREEMENT


 


This Agreement is made
as of [________], 2017 by and between Constellation Alpha Capital Corp. (the “Company”) and Continental Stock Transfer
& Trust Company (“Trustee”).


 


WHEREAS, the Company’s
registration statement on Form S-1, No. 333-[_____] (“Registration Statement”) for its initial public offering of securities
(“IPO”) has been declared effective as of the date hereof (“Effective Date”) by the Securities and Exchange
Commission (capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Registration Statement);
and


 


WHEREAS, Cowen and
Company, LLC (“Cowen”) is acting as the representative of the underwriters in the IPO pursuant to an underwriting agreement
between the Company and Cowen, as representative of the underwriters (“Underwriting Agreement”);


 


WHEREAS, simultaneously
with the IPO, Centripetal, LLC (the “Sponsor”) and Cowen, and or their respective designees (collectively, the “Private
Purchasers”) will be purchasing an aggregate of 380,000 units (“Initial Private Units”) from the Company for
an aggregate purchase price of $3,800,000; and 


 


WHEREAS, in the event
the underwriters exercises their over-allotment option in full or in part, the Sponsor will purchase up to an aggregate of an additional
37,500 units (“Over-Allotment Private Units,” together with the Initial Private Units, the “Private Units”)
for an aggregate purchase price of up to $375,000; and


  


WHEREAS, as described
in the Registration Statement, and in accordance with the Company’s Amended and Restated Memorandum and Articles of Association,
$125,000,000 of the net proceeds of the IPO and sale of the Private Units ($143,750,000 if the underwriters’ over-allotment
option is exercised in full) will be delivered to the Trustee to be deposited and held in a trust account for the benefit of the
Company and the holders of the Company’s ordinary shares, no par value per share (“Ordinary Shares”), issued
in the IPO as hereinafter provided (the amounts to be delivered to the Trustee will be referred to herein as the “Property”;
the shareholders for whose benefit the Trustee shall hold the Property will be referred to as the “Public Shareholders,”
and the Public Shareholders and the Company will be referred to together as the “Beneficiaries”); and


 


WHEREAS, pursuant to
the Underwriting Agreement, a portion of the Property, up to $4,375,000 (or $5,031,250 if the underwriters’ over-allotment
option is exercised in full), is attributable to deferred underwriting discounts and commissions that may become payable by the
Company to the underwriters upon the consummation of an initial business combination (as described in the Registration Statement,
a “Business Combination”) (the “Deferred Discount”);


 


WHEREAS, the Company
and the Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold
the Property;


 


IT IS AGREED:


 


		1.	Agreements and Covenants of Trustee. The Trustee
hereby agrees and covenants to:



 


(a)     Hold
the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in a segregated trust account (“Trust
Account”) established by the Trustee at JP Morgan Chase Bank, NA located in the United States and at a brokerage institution
selected by the Trustee that is satisfactory to the Company;


 


(b)     Manage,
supervise and administer the Trust Account subject to the terms and conditions set forth herein;


 


(c)     In a timely manner,
upon the written instruction of the Company, invest and reinvest the Property in United States “government securities”
within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”),
having a maturity of 180 days or less, and/or in any open ended investment company registered under the Investment Company Act
that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3),
and (d)(4) of Rule 2a-7 promulgated under the Investment Company Act, which invest only in direct U.S. government treasury obligations;
it being understood that the Trust Account will earn no interest while account funds are uninvested awaiting the Company’s
instructions hereunder;


 




     

     


    

 


(d)     Collect
and receive, when due, all principal, interest or other income arising from the Property, which shall become part of the “Property,”
as such term is used herein;


 


(e)     Promptly
notify the Company and Cowen of all communications received by the Trustee with respect to any Property requiring action by the
Company;


  


(f)      Supply
any necessary information or documents as may be requested by the Company in connection with the Company’s preparation of
its tax returns;


 


(g)     Participate
in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed
by the Company to do so;


 


(h)     Render
to the Company monthly written statements of the activities of and amounts in the Trust Account reflecting all receipts and disbursements
of the Trust Account; and


 


(i)     Commence
liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter (“Termination
Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, signed on behalf of the
Company by its Chief Executive Officer or Chairman of the Board and Secretary or Assistant Secretary, affirmed by counsel for the
Company and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest
(which interest shall be net of any taxes payable and interest that may be released to the Company to pay dissolution expenses,
it being understood that the Trustee has no obligation to monitor or question the Company’s position that an allocation has
been made for taxes payable), only as directed in the Termination Letter and the other documents referred to therein; provided,
however, that in the event that a Termination Letter has not been received by the Trustee by the last date set forth in the Company’s
Amended and Restated Memorandum and Articles of Association, as the same may be amended from time to time (the “Last Date”),
the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit
B hereto and the Property in the Trust Account, including interest (which interest shall be net of any taxes payable and less interest
that may be released to the Company to pay dissolution expenses), shall be distributed to the Public Shareholders as of the Last
Date.


 


(j)      Upon
receipt of an Amendment Notification Letter (defined below), distribute to Public Shareholders who exercised their redemption rights
in connection with an Amendment (defined below) an amount equal to the pro rata share of the Property relating to the shares for
which such Public Stockholders have exercised redemption rights in connection with such Amendment.


 


		2.	Limited Distributions of Income from Trust Account.



 


(a)     Upon
written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto
as Exhibit C, the Trustee shall distribute to the Company the amount of interest income earned on the Trust Account requested by
the Company to cover any tax obligation owed by the Company.


 


(b)     [Intentionally
Omitted].


 


(c)     The
limited distributions referred to in Section 2(a) above shall be made only from income collected on the Property. Except as provided
in Section 2(a) above, no other distributions from the Trust Account shall be permitted except in accordance with Section 1(i)
or 1(j) hereof.


 


(d)     The
Company shall provide Cowen with a copy of any Termination Letters and/or any other correspondence that it issues to the Trustee
with respect to any proposed withdrawal from the Trust Account promptly after such issuance.


 




     

     


    

  


		3.	Agreements and Covenants of the Company. The Company
hereby agrees and covenants to:



 


(a)     Give
all instructions to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board, Vice Chairman of the
Board, Chief Executive Officer, President or Chief Financial Officer. In addition, except with respect to its duties under paragraphs
1(i), 1 (j) and 2(a) above, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic
advice or instruction which it in good faith believes to be given by any one of the persons authorized above to give written instructions,
provided that the Company shall promptly confirm such instructions in writing;


 


(b)     Subject
to the provisions of Sections 5 and 7(g) of this Agreement, hold the Trustee harmless and indemnify the Trustee from and against,
any and all expenses, including reasonable counsel fees and disbursements, or loss suffered by the Trustee in connection with any
claim, potential claim, action, suit or other proceeding brought against the Trustee involving any claim, or in connection with
any claim or demand which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the
Property or any income earned from investment of the Property, except for expenses and losses resulting from the Trustee’s
gross negligence or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement
of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this paragraph, it shall
notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall
have the right to conduct and manage the defense against such Indemnified Claim, provided, that the Trustee shall obtain the consent
of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not
agree to settle any Indemnified Claim without the prior written consent of the Company, which consent shall not be unreasonably
withheld. The Company may participate in such action with its own counsel;


 


 


(c)     Pay
the Trustee an initial acceptance fee, an annual fee and a transaction processing fee for each disbursement made pursuant to Section
2(a) as set forth on Schedule A hereto, which fees shall be subject to modification by the parties from time to time. It is expressly
understood that the Property shall not be used to pay such fees and further agreed that any fees owed to the Trustee shall be deducted
by the Trustee from the disbursements made to the Company pursuant to Sections 1(i) solely in connection with the consummation
of a Business Combination. The Company shall pay the Trustee the initial acceptance fee and first year’s fee at the consummation
of the IPO and thereafter on the anniversary of the Effective Date;


 


(d)     In
connection with any vote of the Company’s shareholders regarding a Business Combination, provide to the Trustee an affidavit
or certificate of a firm regularly engaged in the business of tabulating shareholder votes verifying the vote of the Company’s
shareholders regarding such Business Combination;


 


(e)     In
the event that the Company directs the Trustee to commence liquidation of the Trust Account pursuant to Section 1(i), the Company
agrees that it will not direct the Trustee to make any payments that are not specifically authorized by this Agreement;


 


(f)      Within five business days after
Cowen, on behalf of the underwriters in the IPO, exercise the over-allotment option (or any unexercised portion thereof) or such
over-allotment option expires, provide the Trustee with a notice in writing (with a copy to Cowen) of the total amount of the Deferred
Discount;


 


(g)     If the Company seeks to amend any provisions
of its Memorandum and Articles of Association relating to shareholders’ rights or pre-Business Combination activity (including
the substance and time within which the Company has to complete a Business Combination) (in each case, an “Amendment”),
the Company will provide the Trustee with a letter (an “Amendment Notification Letter”) in the form of Exhibit D providing
instructions for the distribution of funds to Public Stockholders who exercise their redemption option in connection with such
Amendment.


 


		4.	Limitations of Liability. The Trustee shall have
no responsibility or liability to:



 




     

     


    

 


(a)     Take
any action with respect to the Property, other than as directed in paragraphs 1 and 2 hereof and the Trustee shall have no liability
to any party except for liability arising out of its own gross negligence or willful misconduct;


 


(b)     Institute
any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of
any kind with respect to, any of the Property unless and until it shall have received instructions from the Company given as provided
herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto;


 


(c)     Change
the investment of any Property, other than in compliance with paragraph 1(c);


 


(d)     Refund
any depreciation in principal of any Property;


 


(e)     Assume
that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided
otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee;


 


(f)      The
other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted,
in good faith and in the exercise of its own best judgment, except for its gross negligence, fraud or willful misconduct. The Trustee
may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel
(including counsel chosen by the Trustee), statement, instrument, report or other paper or document (not only as to its due execution
and the validity and effectiveness of its provisions, but also as and with reasonable care to the truth and acceptability of any
information therein contained) which is believed by the Trustee, in good faith, to be genuine and to be signed or presented by
the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination
or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee signed
by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written
consent thereto;


 


(g)     Verify
the correctness of the information set forth in the Registration Statement or to confirm or assure that any acquisition made by
the Company or any other action taken by it is as contemplated by the Registration Statement; and


 


(h)     File
local, state and/or Federal tax returns or information returns with any taxing authority on behalf of the Trust Account and payee
statements with the Company documenting the taxes, if any, payable by the Company or the Trust Account, relating to the income
earned on the Property.


 


(i)      Pay any taxes on behalf of the Trust Account (it being expressly understood that the Property, other than accrued interest
to the extent otherwise provided by this Agreement, shall not be used to pay any such taxes and that such taxes, if any, shall
be paid by the Company from funds not held in the Trust Account or released to it under Section 2(a) hereof).


 


(j)      Imply
obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this agreement
and that which is expressly set forth herein.


 


(k)     Verify
calculations, qualify or otherwise approve Company requests for distributions pursuant to Section 1(i), 1(j) or 2(a) above.


 


5.             Trust
Account Waiver. The Trustee has no right of set-off or any right, title, interest or claim of any kind (“Claim”)
to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account
that it may have now or in the future. In the event the Trustee has any Claim against the Company under this Agreement, including,
without limitation, under Section 3(b) or Section 3(c) hereof, the Trustee shall pursue such Claim solely against the Company and
its assets outside the Trust Account and not against the Property or any monies in the Trust Account


 




     

     


    

 


		6.	Termination. This Agreement shall terminate as follows:



 


(a)     If
the Trustee gives written notice to the Company that it desires to resign under this Agreement, the Company shall use its reasonable
efforts to locate a successor trustee during which time the Trustee shall act in accordance with this Agreement. At such time that
the Company notifies the Trustee that a successor trustee has been appointed by the Company and has agreed to become subject to
the terms of this Agreement, the Trustee shall transfer the management of the Trust Account to the successor trustee, including
but not limited to the transfer of copies of the reports and statements relating to the Trust Account, whereupon this Agreement
shall terminate; provided, however, that, in the event that the Company does not locate a successor trustee within ninety days
of receipt of the resignation notice from the Trustee, the Trustee may submit an application to have the Property deposited with
any court in the State of New York or with the United States District Court for the Southern District of New York and upon such
deposit, the Trustee shall be immune from any liability whatsoever; or


 


(b)     At
such time that the Trustee has completed the liquidation of the Trust Account in accordance with the provisions of paragraph 1(i)
hereof, and distributed the Property in accordance with the provisions of the Termination Letter, this Agreement shall terminate
except with respect to Paragraph 3(b).


 


		7.	Miscellaneous.



 


(a)      The
Company and the Trustee each acknowledge that the Trustee will follow the security procedures set forth below with respect to funds
transferred from the Trust Account. The Company and the Trustee will each restrict access to confidential information relating
to such security procedures to authorized persons. Each party must notify the other party immediately if it has reason to believe
unauthorized persons may have obtained access to such information, or of any change in its authorized personnel. In executing funds
transfers, the Trustee will rely upon all information supplied to it by the Company, including account names, account numbers and
all other identifying information relating to a beneficiary, beneficiary’s bank or intermediary bank. Except for any liability
arising out of the Trustee’s gross negligence, fraud or willful misconduct, the Trustee shall not be liable for any loss,
liability or expense resulting from any error in the information or transmission of the wire.


 


(b)     This
Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, applicable to contracts
wholly performed within the borders of such states and without giving effect to conflicts of law principles that would result in
the application of the substantive laws of another jurisdiction.  It may be executed in several original or facsimile
counterparts, each one of which shall constitute an original, and together shall constitute but one instrument. The Company
hereby appoints, without power of revocation, Ellenoff Grossman & Schole LLP, 1345 Avenue of the Americas, New York, New York
10105, Fax No.: (212) 370-7889, Attn: Stuart Neuhauser, Esq., as their respective agent to accept and acknowledge on its behalf
service of any and all process which may be served in any arbitration, action, proceeding or counterclaim in any way relating to
or arising out of this Agreement. The Company further agrees to take any and all action as may be necessary to maintain such designation
and appointment of such agent in full force and effect for a period of seven years from the date of this Agreement.


 


(c)     This
Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof. Except
for Sections 1(i), 1 (j), 2(a) and 2(c) (which may not be modified, amended or deleted without the affirmative vote of at least
65% of the then outstanding Ordinary Shares attending and voting on such amendment at the relevant meeting; provided that no such
amendment will affect any Public Shareholder who has otherwise indicated his election to redeem his, her or its Ordinary Shares
in connection with a shareholder vote sought to amend this Agreement to extend to the time he, she or its would be entitled to
a return of his pro rata amount in the Trust Account), this Agreement or any provision hereof may only be changed, amended or modified
(other than to correct a typographical error) by a writing signed by each of the parties hereto; provided, however, that no such
change, amendment or modification may be made without the prior written consent of Cowen. As to any claim, cross-claim or counterclaim
in any way relating to this Agreement, each party waives the right to trial by jury. The Trustee may require from Company counsel
an opinion as to the propriety of any proposed amendment.


 


(d)     The
parties hereto consent to the jurisdiction and venue of any state or federal court located in the City of New York, Borough of
Manhattan, for purposes of resolving any disputes hereunder.


 




     

     


    

 


(e)     Any
notice, consent or request to be given in connection with any of the terms or provisions of this Agreement shall be in writing
and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery
or by facsimile transmission:


 


if to the Trustee, to:


 


Continental Stock Transfer


&Trust Company


17 Battery Place


New York, New York 10004


Attn: Steven Nelson and Frank Di Paolo


Fax No.: (212) 509-5150


 


if to the Company, to:


 


Constellation Alpha Capital Corp.


Emerald View, Suite 400


2054 Vista Parkway


West Palm Beach, FL 33411


Rajiv Shukla, Chief Executive Officer and
Chairman of the Board


Fax No. [_____________]


 


 


in either case with a copy to:


 


Cowen and Company, LLC


1221 Avenue of the Americas


New York, New York 10020


Attn: [__________]


Fax No. [_______]


 


(f)      This
Agreement may not be assigned by the Trustee without the prior consent of the Company.


 


(g)     Each
of the Trustee and the Company hereby represents that it has the full right and power and has been duly authorized to enter into
this Agreement and to perform its respective obligations as contemplated hereunder. The Trustee acknowledges and agrees that it
shall not make any claims or proceed against the Trust Account, including by way of set-off, and shall not be entitled to any funds
in the Trust Account under any circumstance. In the event that the Trustee has a claim against the Company under this Agreement,
the Trustee will pursue such claim solely against the Company and not against the Property held in the Trust Account.


 


(h)     This Agreement
is the joint product of the Trustee and the Company and each provision hereof has been subject to the mutual consultation, negotiation
and agreement of such parties and shall not be construed for or against any party hereto.


 


(i)      This Agreement
may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall
together constitute one and the same instrument. Delivery of a signed counterpart of this Agreement by facsimile or electronic
transmission shall constitute valid and sufficient delivery thereof.


 


(j)      Each of the Company
and the Trustee hereby acknowledges that Cowen, on behalf of the several underwriters, is a third party beneficiary of this Agreement.


 


[Signature Page Follows]


 




     

     


    

 


IN WITNESS WHEREOF, the parties have duly executed this Investment
Management Trust Agreement as of the date first written above.


 


	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Trustee
	 	 	 
	 	By:	 
	 	 	Name: Francis E. Wolf, Jr.
	 	 	Title:  Vice President
	 	 	 
	 	CONSTELLATION ALPHA CAPITAL CORP.
	 	 	 
	 	By:	  
	 	 	Name: Rajiv Shukla
	 	 	Title:  Chief Executive Officer and Chairman of the Board


 




     

     


    

 


SCHEDULE A


 


	Fee Item	 	Time and method of payment	 	Amount	 
	Initial acceptance fee	 	Initial closing of IPO by wire transfer	 	$	2,000	 
	Annual fee	 	First year, initial closing of IPO by wire transfer; thereafter on the anniversary of the effective date of the IPO by wire transfer or check	 	$	10,000	 
	Transaction processing fee for disbursements to Company under Section 2	 	Deduction by Trustee from accumulated income following disbursement made to Company under Section 2	 	$	250	 
	Paying Agent services as required pursuant to section 1(i)	 	Billed to Company upon delivery of service pursuant to section 1(i)	 	Prevailing rates	 



 




     

     


    

 


EXHIBIT A


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer


&Trust Company


17 Battery Place


New York, New York 10004


Attn: Steven Nelson and Francis E.
Wolf, Jr.


 


	 	Re:	Trust Account No. –[_____] Termination Letter


 


Gentlemen:


 


Pursuant to paragraph
1(i) of the Investment Management Trust Agreement between Constellation Alpha Capital Corp. (“Company”) and Continental
Stock Transfer & Trust Company (“Trustee”), dated as of [•], 2017 (“Trust Agreement”), this is
to advise you that the Company has entered into an agreement (“Business Agreement”) with __________________ (“Target
Business”) to consummate a business combination with Target Business (“Business Combination”) on or about [insert
date]. The Company shall notify you at least 48 hours in advance of the actual date (or such shorter time as you may agree)
of the consummation of the Business Combination (“Consummation Date”). Capitalized terms used herein and not otherwise
defined shall have the meanings set forth in the Trust Agreement.


 


In accordance with
the terms of the Trust Agreement, we hereby authorize you to liquidate the Trust Account investments on __________ and to transfer
the proceeds to the above-referenced account at JP Morgan Chase Bank to the effect that, on the Consummation Date, all of funds
held in the Trust Account will be immediately available for transfer to the account or accounts that Cowen (with respect to the
Deferred Discount) and the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are
on deposit in the trust account awaiting distribution, neither Cowen nor the Company will earn any interest or dividends.


 


On the Consummation
Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated,
and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of __________________, which verifies the vote of
the Company’s shareholders in connection with the Business Combination if a vote is held and (b) joint written instructions
from it and Cowen with respect to the transfer of the funds held in the Trust Account (“Instruction Letter”), including
payment of the Deferred Discount from the Trust Account. You are hereby directed and authorized to transfer the funds held in the
Trust Account immediately upon your receipt of the counsel's letter and the Instruction Letter, (x) to Cowen in an amount equal
to the Deferred Discount as directed by Cowen and (y) the remainder in accordance with the terms of the Instruction Letter. In
the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will
notify the Company of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and
distributed after the Consummation Date to the Company. Upon the distribution of all the funds in the Trust Account pursuant to
the terms hereof, the Trust Agreement shall be terminated.


 


In the event that the
Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on
or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from
the Company, the funds held in the Trust Account shall be reinvested as provided in the Trust Agreement on the business day immediately
following the Consummation Date as set forth in the notice.


  




     

     


    

 


	 	 	Very truly yours,
	 	 	 
	 	 	CONSTELLATION ALPHA CAPITAL CORP.
	 	 	 	 
	 	 	By:	 
	 	 	 	Rajiv Shukla, Chief Executive Officer

and Chairman of the Board
	And  	 	 	 
	AGREED TO AND	 	 	 
	ACKNOWLEDGED BY	 	 	 
	 	 	 	 
	COWEN AND COMPANY, LLC	 	 	 
	 	 	 	 
	By:	 	 	 	 


 




     

     


    

 


EXHIBIT B


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer


&Trust Company


17 Battery Place


New York, New York 10004


Attn: Steven Nelson and Francis E.
Wolf, Jr.


 


	 	Re:	Trust Account No. [insert no.]___ - Termination Letter


 


Gentlemen:


 


Pursuant to paragraph
1(i) of the Investment Management Trust Agreement between Constellation Alpha Capital Corp. (“Company”) and Continental
Stock Transfer & Trust Company (“Trustee”), dated as of [•], 2017 (“Trust Agreement”), this
is to advise you that the Company has been unable to effect a Business Combination with a Target Company within the time frame
specified in the Company’s Amended and Restated Memorandum and Articles of Association, as described in the Company’s
prospectus relating to its IPO. Capitalized terms used herein and not otherwise defined shall have the meanings set forth
in the Trust Agreement.


 


In accordance with
the terms of the Trust Agreement, we hereby authorize you to liquidate all the Trust Account investments on ______________ and
to transfer the total proceeds to the Trust Checking Account at JP Morgan Chase Bank, NA to await distribution to the Public Shareholders.
The Company has selected ____________, 20__ as the record date for the purpose of determining the Public Shareholders entitled
to receive their share of the liquidation proceeds. It is acknowledged that no interest will be earned by the Company on the liquidation
proceeds while on deposit in the Trust Checking Account. You agree to be the Paying Agent of record and in your separate capacity
as Paying Agent, to distribute said funds directly to the Public Shareholders in accordance with the terms of the Trust Agreement
and the Amended and Restated Memorandum and Articles of Association of the Company. Upon the distribution of all the funds in the
Trust Account, your obligations under the Trust Agreement shall be terminated.


 


	 	Very truly yours,
	 	 	 
	 	CONSTELLATION ALPHA CAPITAL CORP.
	 	 	 
	 	By:	 
	 	 	Rajiv Shukla, Chief Executive Officer

and Chairman of the Board


 


cc:  Cowen and Company, LLC


 




     

     


    

 


EXHIBIT C


  


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer


&Trust Company


17 Battery Place


New York, New York 10004


Attn: Steven Nelson and Francis E.
Wolf, Jr.


 


	 	Re:	Trust Account No. [insert no.]___


 


Gentlemen:


 


Pursuant to paragraph
2(a) of the Investment Management Trust Agreement between Constellation Alpha Capital Corp. (“Company”) and Continental
Stock Transfer & Trust Company (“Trustee”), dated as of [___], 2017 (“Trust Agreement”), the
Company hereby requests that you deliver to the Company $_______ of the interest income earned on the Property as of the date hereof.
The Company needs such funds to pay for its tax obligations. In accordance with the terms of the Trust Agreement, you are hereby
directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s
operating account at:


 


	[WIRE INSTRUCTION INFORMATION]
	 	 	 
	 	CONSTELLATION ALPHA CAPITAL CORP.
	 	 	 
	 	By:	 
	 	 	Rajiv Shukla, Chief Executive Officer

and Chairman of the Board
	 	 	 
	cc: Cowen and Company, LLC


 




     

     


    

 


EXHIBIT D


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer


&Trust Company


17 Battery Place


New York, New York 10004


Attn: Steven Nelson and Francis E. Wolf, Jr.


 


Re:     Trust Account No. [______]


 


Gentlemen:


 


Reference is made to the Investment Management Trust Agreement
between Constellation Alpha Capital Corp. (“Company”) and Continental Stock Transfer & Trust Company, dated as
of [________], 2017 (“Trust Agreement”). Capitalized words used herein and not otherwise defined shall have the meanings
ascribed to them in the Trust Agreement.


 


Pursuant to Sections 1(j) and 3(g) of the Trust Agreement, this
is to advise you that the Company has sought an Amendment. Accordingly, in accordance with the terms of the Trust Agreement, we
hereby authorize you to liquidate the Trust Account on [ ] and to transfer $_____ of the proceeds of the Trust to the Trust Checking
Account at JP Morgan Chase Bank, NA for distribution to the shareholders that have requested redemption of their shares in connection
with such Amendment. The remaining funds shall be reinvested by you as previously instructed.


 


	[WIRE INSTRUCTION INFORMATION]	 	 
	 	 	 
	 	Very truly yours,
	 	 	 
	 	CONSTELLATION  ALPHA CAPITAL CORP.
	 	 	 
	 	By:	 
	 	 	Rajiv Shukla, Chief Executive Officer

and Chairman of the Board


cc: Cowen and Company, LLC