Exhibit 4.4


 


WARRANT AGREEMENT


 


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”).


 


WHEREAS, the Company has
received binding commitments (“Subscription Agreements”) from Centripetal, LLC (the “Sponsor”) and from
Cowen Investments LLC (“Cowen”) to purchase up to an aggregate of 417,500 units, each unit (“Unit”) comprised
of one Ordinary Share of the Company, no par value (“Ordinary Share”), one right to receive one-tenth (1/10) of one
Ordinary Share (“Right”) and one warrant to purchase one-half of one Ordinary Share for $11.50 per whole share, subject
to adjustment as described herein, and in connection therewith, will issue and deliver up to an aggregate of 417,500 warrants (“Private
Warrants”) upon consummation of such private placement (the “Private Offering”); and


 


WHEREAS, the Company is
engaged in a public offering (“Public Offering”) of Units and, in connection therewith, will issue and deliver up to
14,375,000 warrants (“Public Warrants”) to the public investors and, together with the Private Warrants, the “Warrants”);
and


 


WHEREAS, in order to finance
the Company’s transaction costs in connection with an intended initial Business Combination (defined below), the Sponsor
or an affiliate of the Sponsor or certain of the Company’s executive officers and directors may loan to the Company funds
as may be required, of which up to $1,500,000 of such loans may be convertible into up to an additional 1,500,000 Units; and


 


WHEREAS, the Company has
filed with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-1, No. 333-[____]
(“Registration Statement”), for the registration, under the Securities Act of 1933, as amended (“Act”),
of, among other securities, the Public Warrants; and


  


WHEREAS, the Company desires
the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance,
registration, transfer, exchange, redemption and exercise of the Warrants; and


 


WHEREAS, the Company desires
to provide for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised, and the respective
rights, limitation of rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants; and


 


WHEREAS, all acts and things
have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company and countersigned
by or on behalf of the Warrant Agent, as provided herein, the valid, binding and legal obligations of the Company, and to authorize
the execution and delivery of this Agreement.


 


NOW, THEREFORE, in consideration
of the mutual agreements herein contained, the parties hereto agree as follows:


 


1. Appointment of Warrant Agent. The
Company hereby appoints the Warrant Agent to act as agent for the Company for the Warrants, and the Warrant Agent hereby accepts
such appointment and agrees to perform the same in accordance with the terms and conditions set forth in this Agreement.


 


2. Warrants.


 


2.1. Form of Warrant.
Each Warrant shall initially be issued in registered form only. Physical certificates, if any, shall be in substantially the form
of Exhibit A hereto, the provisions of which are incorporated herein and shall be signed by the Chairman of the Board and Chief
Executive Officer of the Company and shall bear a facsimile of the Company’s seal. In the event the person whose facsimile
signature has been placed upon any Warrant shall have ceased to serve in the capacity in which such person signed the Warrant before
such Warrant is issued, it may be issued with the same effect as if he or she had not ceased to be such at the date of issuance.


 




     


     


    

 


2.2. Uncertificated
Warrants. Notwithstanding anything herein to the contrary, any Warrant, or portion thereof, may be issued as part of, and be
represented by, a Unit or a Private Unit, and any Warrant may be issued in uncertificated or book-entry form through the Warrant
Agent and/or the facilities of The Depository Trust Company (the “Depository”) or other book-entry depositary system,
in each case as determined by the Board of Directors of the Company or by an authorized committee thereof. Any Warrant so issued
shall have the same terms, force and effect as a certificated Warrant that has been duly countersigned by the Warrant Agent in
accordance with the terms of this Agreement.


 


2.3. Effect of Countersignature.
Except with respect to uncertificated Warrants as described in Section 2.2 above, unless and until countersigned by the Warrant
Agent pursuant to this Agreement, a Warrant shall be invalid and of no effect and may not be exercised by the holder thereof.


  


2.4. Registration.


 


2.4.1. Warrant Register.
The Warrant Agent shall maintain books (“Warrant Register”) for the registration of original issuance and the registration
of transfer of the Warrants. Upon the initial issuance of the Warrants in book-entry form, the Warrant Agent shall issue and register
the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions
delivered to the Warrant Agent by the Company.


 


2.4.2. Ownership of beneficial
interests in the Public Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained
by institutions that have accounts with the Depository (such institution, with respect to a Warrant in its account, a “Participant”).
If the Depository subsequently ceases to make its book-entry settlement system available for the Public Warrants, the Company may
instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Public Warrants
are not eligible for, or it is no longer necessary to have the Public Warrants available in, book-entry form, the Warrant Agent
shall provide written instructions to the Depository to deliver to the Warrant Agent for cancellation each book-entry Public Warrant,
and the Company shall instruct the Warrant Agent to deliver to the Depository definitive certificates in physical form evidencing
such Warrants which shall be in the form annexed hereto as Exhibit A. 


 


2.4.3. Registered Holder.
Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent may deem and treat the
person in whose name such Warrant shall be registered upon the Warrant Register (“registered holder”) as the absolute
owner of such Warrant and of each Warrant represented thereby (notwithstanding any notation of ownership or other writing on the
Warrant Certificate made by anyone other than the Company or the Warrant Agent), for the purpose of any exercise thereof, and for
all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.


 


2.5. Detachability
of Warrants. The securities comprising the Units will not be separately tradeable until the fifty second (52nd)
day after the date hereof unless Cowen and Company, LLC (the “Representative”) informs the Company of its decision
to allow earlier separate trading, but in no event will separate trading of the securities comprising the Units begin until (i)
the Company files a Current Report on Form 8-K with the SEC which includes an audited balance sheet reflecting the receipt by the
Company of the gross proceeds of the Public Offering including the proceeds received by the Company from the exercise of the over-allotment
option, if the over-allotment option is exercised on the date hereof, and (ii) the Company issues a press release and files a Current
Report on Form 8-K with the SEC announcing when such separate trading shall begin.


  




     


     


    

 


2.6. Private
Warrant Attributes. The Private Warrants will be identical to the Public Warrants but they (i) will be exercisable either
for cash or on a cashless basis at the holder’s option pursuant to Section 3.3.1(c), (ii) will not be redeemable by the
Company, in either case as long as such warrants are held by the initial purchasers or their affiliates and permitted
transferees (as provided below), (iii) will be subject to the transfer restrictions set forth below and (iv) may be subject
to the limitations on exercise set forth in Section 3.3.2 . The provisions of this Section 2.6 may not be modified, amended
or deleted without the prior written consent of the Representative. Prior to the date immediately following the consummation
by the Company of a Business Combination (as defined below), the Private Warrants may only be transferred by the holders
thereof:


 


	 	(a)	to any persons (including their affiliates and shareholders) participating in the Private Offering, officers, directors, shareholders, employees and members of the Sponsor and its affiliates;
	 	(b)	amongst initial holders (as defined in the Registration Statement) or to the Company’s officers, directors and employees;
	 	(c)	if a holder is an entity, as a distribution to its, partners, shareholders or members upon its liquidation;
	 	(d)	by bona fide gift to a member of the holder’s immediate family or to a trust, the beneficiary of which is a holder or a member of a holder’s immediate family, for estate planning purposes;
	 	(e)	by virtue of the laws of descent and distribution upon death;
	 	(f)	pursuant to a qualified domestic relations order;
	 	(g)	by certain pledges to secure obligations incurred in connection with purchases of the Company’s securities;
	 	(h)	by private sales at prices no greater than the price at which the Private Warrants were originally purchased; or
	 	(i)	to the Company for no value for cancellation in connection with the consummation of the Company’s initial Business Combination.


 





3. Terms and Exercise of Warrants


 


3.1. Warrant Price.
Each Warrant shall, when countersigned by the Warrant Agent (if in physical), entitle the registered holder thereof, subject to
the provisions of such Warrant and of this Agreement, to purchase from the Company the number of Ordinary Shares stated therein,
at the price of $11.50 per whole share, subject to the adjustments provided in Section 4 hereof and in the last sentence of this
Section 3.1. The term “Warrant Price” as used in this Agreement refers to the price per share at which Ordinary Shares
may be purchased at the time a Warrant is exercised. The Company in its sole discretion may lower the Warrant Price at any time
prior to the Expiration Date (as defined below) for a period of not less than 20 business days; provided, however, that the Company
shall provide at least 10 business days prior written notice of such reduction to registered holders of the Warrants; provided,
further, however, that any such reduction shall be applied consistently to all of the Warrants.


 


3.2. Duration of Warrants.
A Warrant may be exercised only during the period (“Exercise Period”) commencing on the later of the consummation by
the Company of a share exchange, share reconstruction and amalgamation with, purchase of all or substantially all of the assets
of, contractual arrangements with, or any other similar business combination with one or more businesses or entities (“Business
Combination”) (as described more fully in the Registration Statement) and 12 months from the effective date of the Registration
Statement of the Public Offering, and terminating at 5:00 p.m., New York City time on the earlier to occur of (i) five years from
the consummation of a Business Combination (ii) the liquidation of the Company, and (iii) the Redemption Date as provided in Section
6.2 of this Agreement (“Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to
the satisfaction of any applicable conditions, as set forth in Section 7.4 below; provided further, that for as long as any of
the Private Warrants are held by Cowen or its designees or affiliates, such Private Warrants may not be exercised after five years
from the effective date of the Registration Statement. Except with respect to the right to receive the Redemption Price in the
event of a redemption (as set forth in Section 6 hereunder), each Warrant not exercised on or before the Expiration Date shall
become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at the close of business
on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date;
provided, however, that the Company will provide written notice to registered holders of the Warrants of such extension of not
less than 20 days.


 






    	 	 	 



     


    

 


3.3. Exercise of Warrants.


 


3.3.1. Payment.
Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent (if applicable),
may be exercised by the registered holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the
Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Warrant represented by a book-entry, the Warrants
to be exercised on the records of the Depository to an account of the Warrant Agent at the Depository designated for such purposes
in writing by the Warrant Agent to the Depository from time to time, (ii) an election to purchase any Ordinary Shares pursuant
to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Warrant Certificate
or, in the case of a Book-Entry Warrant, properly delivered by the Depository participant in accordance with the Depositary’s
procedures, and (iii) by paying in full the Warrant Price for each full Ordinary Share as to which the Warrant is exercised and
any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Ordinary Shares
and the issuance of such Ordinary Shares, as follows:


 


(a) in lawful
money of the United States, in good certified check or good bank draft payable to the order of the Warrant Agent;


 


(b) in the event
of redemption pursuant to Section 6 hereof in which the Company’s management has elected to require all holders of Warrants
to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of Ordinary Shares equal
to the quotient obtained by dividing (x) the product of the number of Ordinary Shares underlying the Warrants, multiplied by the
difference between the Warrant Price and the “Fair Market Value” (defined below) by (y) the Fair Market Value, provided,
however, that no cashless exercise shall be permitted unless the Fair Market Value is higher than the exercise price. Solely for
purposes of this Section 3.3.1(b), the “Fair Market Value” shall mean the average reported last sale price of the Ordinary
Shares for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to holders
of Warrant pursuant to Section 6 hereof; or


  


(c) with respect
to any Private Warrants, so long as such Private Warrants are held by the initial purchasers or their affiliates and permitted
transferees (as prescribed in Section 5.6 hereof), by surrendering such Private Warrants for that number of Ordinary Shares equal
to the quotient obtained by dividing (x) the product of the number of Ordinary Shares underlying the Warrants, multiplied by the
difference between the exercise price of the Warrants and the “Fair Market Value” by (y) the Fair Market Value; provided,
however, that no cashless exercise shall be permitted unless the Fair Market Value is higher than the exercise price. Solely for
purposes of this Section 3.3.1(c), the “Fair Market Value” shall mean the average reported last sale price of the Ordinary
Shares for the 10 trading days ending on the day prior to the Company’s receipt of the applicable exercise notice; or


 


(d) in the event
the registration statement required by Section 7.4 hereof is not then effective and current, then during the period beginning on
the 91st day after the closing of the Business Combination and ending upon the effectiveness of such registration statement,
and during any other period after such date of effectiveness when the Company shall fail to have maintained an effective registration
statement covering the Ordinary Shares issuable upon exercise of the Warrants, by surrendering such Warrants for that number of
Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of Ordinary Shares underlying the Warrants,
multiplied by the difference between the exercise price of the Warrants and the “Fair Market Value” by (y) the Fair
Market Value; provided, however, that no cashless exercise shall be permitted unless the Fair Market Value is higher than the exercise
price. Solely for purposes of this Section 3.3.1(d), the “Fair Market Value” shall mean the average reported last sale
price of the Ordinary Shares for the 10 trading days ending on the day prior to the date of exercise.


  




     


     


    

 


3.3.2. Issuance of Ordinary
Shares. As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price
(if any), the Company shall issue to the registered holder of such Warrant a book-entry position or certificate or certificates
for the number of full Ordinary Shares to which he, she or it is entitled, registered in such name or names as may be directed
by him, her or it, and if such Warrant shall not have been exercised in full, a new book-entry position or countersigned Warrant
(as the case may be) for the number of shares as to which such Warrant shall not have been exercised. Subject to Section 4.7 of
this Agreement, a registered holder of Warrants may exercise its Warrants only for a whole number of Ordinary Shares (i.e., only
an even number of Warrants may be exercised at any given time by a registered holder). Notwithstanding the foregoing, in no event
will the Company be required to net cash settle the Warrant exercise. The Company shall not be obligated to deliver any Ordinary
Shares pursuant to the exercise of a Warrant and shall have no obligation to settle such Warrant exercise unless a registration
statement under the Act with respect to the Ordinary Shares underlying the Public Warrants is then effective and a prospectus relating
thereto is current, subject to the Company’s satisfying its obligations under Section 7.4. Warrants may not be exercised
by, or securities issued to, any registered holder in any state in which such exercise would be unlawful. No Warrant shall be exercisable
and the Company shall not be obligated to issue Ordinary Shares upon exercise of a Warrant unless the Ordinary Shares issuable
upon such Warrant exercise have been registered, qualified or deemed to be exempt under the securities laws of the state of residence
of the registered holder of the Warrants. In the event that the conditions in the immediately preceding three sentences are not
satisfied with respect to a Warrant, the holder of such Warrant shall not be entitled to exercise such Warrant and such Warrant
may have no value and expire worthless, in which case the purchaser of a Unit containing such Public Warrants shall have paid the
full purchase price for the Unit solely for the Ordinary Shares underlying such Unit. If, by reason of any exercise of warrants
on a “cashless basis”, the holder of any Warrant would be entitled, upon the exercise of such Warrant, to receive a
fractional interest in a share, the Company shall round down to the nearest whole number, the number of shares to be issued to
such holder.


 


3.3.3. Valid Issuance.
All Ordinary Shares issued upon the proper exercise of a Warrant in conformity with this Agreement shall be validly issued, fully
paid and nonassessable.


 


3.3.4. Date of Issuance.
Each person in whose name any book-entry position or certificate, as applicable, for Ordinary Shares is issued shall for all purposes
be deemed to have become the holder of record of such shares on the date on which the Warrant, or book-entry position representing
such Warrant, was surrendered and payment of the Warrant Price was made, irrespective of the date of delivery of such certificate
in the case of a certificated Warrant, except that, if the date of such surrender and payment is a date when the share transfer
books of the Company or book-entry system of the Warrant Agent are closed, such person shall be deemed to have become the holder
of such shares at the close of business on the next succeeding date on which the share transfer books or book-entry system are
open.


  


3.3.5. Maximum Percentage.  A
holder of a Warrant may notify the Company in writing in the event it elects to be subject to the provisions contained in this
subsection 3.3.5; however, no holder of a Warrant shall be subject to this subsection 3.3.5 unless he, she or it makes such election.
If the election is made by a holder, the Warrant Agent shall not affect the exercise of the holder’s Warrant, and such holder
shall not have the right to exercise such Warrant, to the extent that after giving effect to such exercise, such person (together
with such person’s affiliates), to the Warrant Agent’s actual knowledge, would beneficially own in excess of 9.8% (the
“Maximum Percentage”) of the Ordinary Shares outstanding immediately after giving effect to such exercise.  For
purposes of the foregoing sentence, the aggregate number of Ordinary Shares beneficially owned by such person and its affiliates
shall include the number of Ordinary Shares issuable upon exercise of the Warrant with respect to which the determination of such
sentence is being made, but shall exclude Ordinary Shares that would be issuable upon (x) exercise of the remaining, unexercised
portion of the Warrant beneficially owned by such person and its affiliates and (y) exercise or conversion of the unexercised or
unconverted portion of any other securities of the Company beneficially owned by such person and its affiliates (including, without
limitation, any convertible notes or convertible preferred shares or warrants) subject to a limitation on conversion or exercise
analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial
ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”).  For purposes of the Warrant, in determining the number of outstanding Ordinary Shares, the holder may rely
on the number of outstanding Ordinary Shares as reflected in (1) the Company’s most recent annual report on Form 10-K, quarterly
report on Form 10-Q, current report on Form 8-K or other public filing with the Commission as the case may be, (2) a more recent
public announcement by the Company or (3) any other notice by the Company or the Company’s transfer agent setting forth the
number of Ordinary Shares outstanding.  For any reason at any time, upon the written request of the holder of the Warrant,
the Company shall, within two (2) business days, confirm orally and in writing to such holder the number of Ordinary Shares then
outstanding.  In any case, the number of outstanding Ordinary Shares shall be determined after giving effect to the conversion
or exercise of equity securities of the Company by the holder and its affiliates since the date as of which such number of outstanding
Ordinary Shares was reported.  By written notice to the Company, the holder of a Warrant may from time to time increase
or decrease the Maximum Percentage applicable to such holder to any other percentage specified in such notice; provided, however,
that any such increase shall not be effective until the sixty-first (61st) day after such notice is delivered to the Company.


   




     


     


    

 


4. Adjustments.


 


4.1. Share Dividends
- Split Ups. If after the date hereof, the number of outstanding Ordinary Shares is increased by a share dividend payable in
Ordinary Shares, or by a split up of the Ordinary Shares, or other similar event, then, on the effective date of such share dividend,
split up or similar event, the number of Ordinary Shares issuable on exercise of each Warrant shall be increased in proportion
to such increase in outstanding Ordinary Shares. A rights offering to all holders of the Ordinary Shares entitling holders to purchase
Ordinary Shares at a price less than the “Fair Market Value” (as defined below) shall be deemed a share dividend of
a number of Ordinary Shares equal to the product of (i) the number of Ordinary Shares actually sold in such rights offering (or
issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for the Ordinary
Shares) multiplied by (ii) one (1) minus the quotient of (x) the price per Ordinary Share paid in such rights offering divided
by (y) the Fair Market Value. For purposes of this subsection 4.1, (i) if the rights offering is for securities convertible into
or exercisable for Ordinary Shares, in determining the price payable for the Ordinary Shares, there shall be taken into account
any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) “Fair
Market Value” means the volume weighted average price of the Ordinary Shares as reported during the ten (10) trading day
period ending on the trading day prior to the first date on which the Ordinary Shares trade on the applicable exchange or in the
applicable market, regular way, without the right to receive such rights.


 


4.2. Aggregation of
Shares. If after the date hereof, the number of outstanding Ordinary Shares is decreased by a consolidation, combination, reverse
share split or reclassification of the Ordinary Shares or other similar event, then, on the effective date of such consolidation,
combination, reverse share split, reclassification or similar event, the number of Ordinary Shares issuable on exercise of each
Warrant shall be decreased in proportion to such decrease in outstanding Ordinary Shares.


 


4.3. Extraordinary
Dividends.  If the Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend or
make a distribution in cash, securities or other assets to the holders of the Ordinary Shares on account of such Ordinary Shares
(or other shares of the Company’s share capital into which the Warrants are convertible), other than (a) as described in
subsection 4.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the conversion rights of the holders of the
Ordinary Shares in connection with a proposed initial Business Combination, (d) to satisfy the redemption rights of the holders
of the Ordinary Shares in connection with a vote to amend the Company’s amended and restated memorandum and articles of association
pursuant to Regulation 23.11 thereof, (e) as a result of the repurchase of Ordinary Shares by the Company in connection with an
initial Business Combination or as otherwise permitted by the Investment Management Trust Agreement between the Company and the
Warrant Agent dated of even date herewith or (f) in connection with the Company’s liquidation and the distribution of its
assets upon its failure to consummate a Business Combination (any such non-excluded event being referred to herein as an “Extraordinary
Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary
Dividend, by the amount of cash and the fair market value (as determined by the Company’s board of directors, in good faith)
of any securities or other assets paid on each Ordinary Share in respect of such Extraordinary Dividend. For purposes of this subsection
4.3, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis
with the per share amounts of all other cash dividends and cash distributions paid on the Ordinary Shares during the 365-day period
ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred
to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to
the Warrant Price or to the number of Ordinary Shares issuable on exercise of each Warrant) does not exceed $0.50 (being 5% of
the offering price of the Units in the Offering). 


 


4.4. Adjustments in
Exercise Price. Whenever the number of Ordinary Shares purchasable upon the exercise of the Warrants is adjusted, as provided
in Section 4.1 and 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately
prior to such adjustment by a fraction (x) the numerator of which shall be the number of Ordinary Shares purchasable upon the exercise
of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Ordinary Shares so
purchasable immediately thereafter.


 




     


     


    

 


4.5. Replacement of
Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Ordinary Shares (other
than a change covered by Section 4.1 or 4.2 hereof or that solely affects the par value of such Ordinary Shares), or in the
case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which
the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding
Ordinary Shares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of
the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders
shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants
and in lieu of the Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights
represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such
reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the
Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event;
and if any reclassification also results in a change in Ordinary Shares covered by Section 4.1 or 4.2, then such adjustment
shall be made pursuant to Sections 4.1, 4.2, 4.4 and this Section 4.5. The provisions of this Section 4.5 shall
similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.


 


4.6. Notices of Changes
in Warrant. Upon every adjustment of the Warrant Price or the number of shares issuable upon exercise of a Warrant, the Company
shall give written notice thereof to the Warrant Agent, which notice shall state the Warrant Price resulting from such adjustment
and the increase or decrease, if any, in the number of shares purchasable at such price upon the exercise of a Warrant, setting
forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Upon the occurrence of
any event specified in Sections 4.1, 4.2, 4.3, 4.4 or 4.5, then, in any such event, the Company shall give written notice to each
Warrant holder, at the last address set forth for such holder in the warrant register, of the record date or the effective date
of the event. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such event.


 


4.7. No Fractional
Shares. Notwithstanding any provision contained in this Agreement to the contrary, the Company shall not issue fractional shares
upon exercise of Warrants. If, by reason of any adjustment made pursuant to this Section 4, the holder of any Warrant would be
entitled, upon the exercise of such Warrant, to receive a fractional interest in a share, the Company shall, upon such exercise,
round down to the nearest whole number the number of the Ordinary Shares to be issued to the Warrant holder.


 


4.8. Form of Warrant.
The form of Warrant need not be changed because of any adjustment pursuant to this Section 4, and Warrants issued after such adjustment
may state the same Warrant Price and the same number of shares as is stated in the Warrants initially issued pursuant to this Agreement;
provided, however, that the Company may at any time in its sole discretion make any change in the form of Warrant that the Company
may deem appropriate and that does not affect the substance thereof, and any Warrant thereafter issued or countersigned, whether
in exchange or substitution for an outstanding Warrant or otherwise, may be in the form as so changed.


 


4.9. Other Events.
In case any event shall occur affecting the Company as to which none of the provisions of preceding subsections of this Section
4 are strictly applicable, but which would require an adjustment to the terms of the Warrants in order to (i) avoid an adverse
impact on the Warrants and (ii) effectuate the intent and purpose of this Section 4, then, in each such case, the Company shall
appoint a firm of independent public accountants, investment banking or other appraisal firm of recognized national standing, which
shall give its opinion as to whether or not any adjustment to the rights represented by the Warrants is necessary to effectuate
the intent and purpose of this Section 4 and, if such firm determines that an adjustment is necessary, the terms of such adjustment;
provided, however, that under no circumstances shall the Warrants be adjusted pursuant to this Section 4 as a result of any issuance
of securities in connection with the Business Combination. The Company shall adjust the terms of the Warrants in a manner that
is consistent with any adjustment recommended in such opinion.  


 


5. Transfer and Exchange of Warrants.


 


5.1. Registration of
Transfer. The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant upon the Warrant Register,
upon surrender of such Warrant for transfer, properly endorsed with signatures properly guaranteed and accompanied by appropriate
instructions for transfer. Upon any such transfer, a new Warrant representing an equal aggregate number of Warrants shall be issued
and the old Warrant shall be cancelled by the Warrant Agent. The Warrants so cancelled shall be delivered by the Warrant Agent
to the Company from time to time upon request.


 




     


     


    

 


5.2. Procedure for
Surrender of Warrants. Warrants may be surrendered to the Warrant Agent, together with a written request for exchange or transfer,
and thereupon the Warrant Agent shall issue in exchange therefor one or more new Warrants as requested by the registered holder
of the Warrants so surrendered, representing an equal aggregate number of Warrants; provided, however, that in the event that a
Warrant surrendered for transfer bears a restrictive legend, the Warrant Agent shall not cancel such Warrant and issue new Warrants
in exchange therefor until the Warrant Agent has received an opinion of counsel for the Company stating that such transfer may
be made and indicating whether the new Warrants must also bear a restrictive legend.


 


5.3. Fractional Warrants.
The Warrant Agent shall not be required to effect any registration of transfer or exchange which will result in the issuance of
a warrant certificate or book-entry position for a fraction of a warrant.


 


5.4. Service Charges.
No service charge shall be made for any exchange or registration of transfer of Warrants.


  


5.5. Warrant Execution
and Countersignature. The Warrant Agent is hereby authorized to countersign and to deliver, in accordance with the terms of
this Agreement, the Warrants required to be issued pursuant to the provisions of this Section 5, and the Company, whenever required
by the Warrant Agent, will supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose.


 


5.6. Private Warrants.
The Warrant Agent shall not register any transfer of Private Warrants until after the consummation by the Company of a Business
Combination, except for transfers made in accordance with Section 2.6 hereof, on the condition that prior to such registration
for transfer, the Warrant Agent shall be presented with written documentation pursuant to which each transferee or the trustee
or legal guardian for such transferee agrees to be bound by the terms of the Subscription Agreements.


 


6. Redemption.


 


6.1. Redemption.
Subject to Section 6.4 hereof, not less than all of the outstanding Warrants may be redeemed, at the option of the Company, at
any time while they are exercisable and prior to their expiration, at the office of the Warrant Agent, upon the notice referred
to in Section 6.2, at the price of $0.01 per Warrant (“Redemption Price”), provided that the last sales price of the
Ordinary Shares has been at least $18.00 per share (subject to adjustment in accordance with Section 4 hereof), on each of twenty
(20) trading days within any thirty (30) trading day period (“30-Day Trading Period”) ending on the third trading day
prior to the date on which notice of redemption is given and provided further that there is a current registration statement in
effect with respect to the issuance of the Ordinary Shares underlying the Warrants for each day in the 30-Day Trading Period and
continuing each day thereafter until the Redemption Date (defined below).


  


6.2. Date Fixed for,
and Notice of, Redemption. In the event the Company shall elect to redeem all of the Warrants, the Company shall fix a date
for the redemption (the “Redemption Date”). Notice of redemption shall be mailed by first class mail, postage prepaid,
by the Company not less than 30 days prior to the Redemption Date to the registered holders of the Warrants to be redeemed at their
last addresses as they shall appear on the registration books. Any notice mailed in the manner herein provided shall be conclusively
presumed to have been duly given whether or not the registered holder received such notice. 


 


6.3. Exercise After
Notice of Redemption. The Warrants may be exercised, for cash (or on a “cashless basis” in accordance with Section
3 of this Agreement) at any time after notice of redemption shall have been given by the Company pursuant to Section 6.2 hereof
and prior to the Redemption Date. In the event the Company determines to require all holders of Warrants to exercise their Warrants
on a “cashless basis” pursuant to Section 3.3.1(b), the notice of redemption will contain the information necessary
to calculate the number of Ordinary Shares to be received upon exercise of the Warrants, including the “Fair Market Value”
(within the meaning of Section 3.3.1(b)) in such case. On and after the Redemption Date, the record holder of the Warrants shall
have no further rights except to receive, upon surrender of the Warrants, the Redemption Price.


 




     


     


    

 


6.4. Exclusion of Certain
Warrants. Any of the Private Warrants shall not be redeemable by the Company as long as such Private Warrants continue to be
held by initial purchasers and affiliates or their permitted transferees (as prescribed in Section 5.6 hereof). However, once such
Private Warrants are no longer held by the initial purchasers or their affiliates or permitted transferees, such Private Warrants
shall then be redeemable by the Company pursuant to Section 6 hereof. The provisions of this Section 6.4 may not be modified, amended
or deleted without the prior written consent of the Representative.


  


7. Other Provisions Relating to Rights of
Holders of Warrants.


 


7.1. No Rights as Shareholder.
A Warrant does not entitle the registered holder thereof to any of the rights of a shareholder of the Company, including, without
limitation, the right to receive dividends, or other distributions, exercise any preemptive rights to vote or to consent or to
receive notice as shareholders in respect of the meetings of shareholders or the election of directors of the Company or any other
matter.


 


7.2. Lost, Stolen,
Mutilated, or Destroyed Warrants. If any Warrant is lost, stolen, mutilated, or destroyed, the Company and the Warrant Agent
may on such terms as to indemnity or otherwise as they may in their discretion impose (which shall, in the case of a mutilated
Warrant, include the surrender thereof), issue a new Warrant of like denomination, tenor, and date as the Warrant so lost, stolen,
mutilated, or destroyed. Any such new Warrant shall constitute a substitute contractual obligation of the Company, whether or not
the allegedly lost, stolen, mutilated, or destroyed Warrant shall be at any time enforceable by anyone.


 


7.3. Reservation of
Ordinary Shares. The Company shall at all times reserve and keep available a number of its authorized but unissued Ordinary
Shares that will be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement.


  


7.4. Registration of
Ordinary Shares. The Company agrees that as soon as practicable after the closing of a Business Combination, it shall use its
best efforts to file with the SEC a new registration statement, for the registration, under the Act, of the Ordinary Shares issuable
upon exercise of the Warrants, and it shall use its best efforts to take such action as is necessary to qualify for sale, in those
states in which the Warrants were initially offered by the Company, the Ordinary Shares issuable upon exercise of the Warrants.
In either case, the Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of
such registration statement until the expiration of the Warrants in accordance with the provisions of this Agreement. In addition,
the Company agrees to use its best efforts to register such securities under the blue sky laws of the states of residence of the
exercising warrant holders to the extent an exemption is not available. If any such registration statement has not been declared
effective by the 90-day anniversary following the closing of the Business Combination, holders of the Warrants shall have the right,
during the period beginning on the 91st day after the closing of the Business Combination and ending upon such
registration statement being declared effective by the SEC, and during any other period after such date of effectiveness when the
Company shall fail to have maintained an effective and current registration statement covering the Ordinary Shares issuable upon
exercise of the Warrants, to exercise such Warrants on a “cashless basis” as determined in accordance with Section
3.3.1(d). In connection with the cashless exercise of the Public Warrants, the Company shall provide the Warrant Agent with an
opinion of counsel for the Company (which shall be an outside law firm with securities law experience) stating that (i) the issuance
of Ordinary Shares upon exercise of the Warrants on a cashless basis in accordance with this Section 7.4 is not required to be
registered under the Act and (ii) the Ordinary Shares issued upon such exercise will be freely tradable under U.S. federal securities
laws by anyone who is not an affiliate (as such term is defined in Rule 144 under the Act) of the Company and, accordingly, will
not be required to bear a restrictive legend. For the avoidance of any doubt, unless and until all of the Warrants have been exercised
on a cashless basis, the Company shall continue to be obligated to comply with its registration obligations under the first three
sentences of this Section 7.4. The provisions of this Section 7.4 may not be modified, amended or deleted without the prior written
consent of the Representative.


  


8. Concerning the Warrant Agent and Other
Matters.


 


8.1. Payment of Taxes.
The Company will from time to time promptly pay all taxes and charges that may be imposed upon the Company or the Warrant Agent
in respect of the issuance or delivery of Ordinary Shares upon the exercise of Warrants, but the Company shall not be obligated
to pay any transfer taxes in respect of the Warrants or such shares.


  




     


     


    

 


8.2. Resignation, Consolidation,
or Merger of Warrant Agent.


 


8.2.1. Appointment of
Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be discharged
from all further duties and liabilities hereunder after giving sixty (60) days’ notice in writing to the Company. If the
office of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing
a successor Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period of
30 days after it has been notified in writing of such resignation or incapacity by the Warrant Agent or by the holder of the Warrant
(who shall, with such notice, submit his Warrant for inspection by the Company), then the holder of any Warrant may apply to the
Supreme Court of the State of New York for the County of New York for the appointment of a successor Warrant Agent at the Company’s
cost. Any successor Warrant Agent, whether appointed by the Company or by such court, shall be a corporation organized and existing
under the laws of the State of New York, in good standing and having its principal office in the Borough of Manhattan, City and
State of New York, and authorized under such laws to exercise corporate trust powers and subject to supervision or examination
by federal or state authority. After appointment, any successor Warrant Agent shall be vested with all the authority, powers, rights,
immunities, duties, and obligations of its predecessor Warrant Agent with like effect as if originally named as Warrant Agent hereunder,
without any further act or deed; but if for any reason it becomes necessary or appropriate, the predecessor Warrant Agent shall
execute and deliver, at the expense of the Company, an instrument transferring to such successor Warrant Agent all the authority,
powers, and rights of such predecessor Warrant Agent hereunder; and upon request of any successor Warrant Agent the Company shall
make, execute, acknowledge, and deliver any and all instruments in writing for more fully and effectually vesting in and confirming
to such successor Warrant Agent all such authority, powers, rights, immunities, duties, and obligations.


 


8.2.2. Notice of Successor
Warrant Agent. In the event a successor Warrant Agent shall be appointed, the Company shall give notice thereof to the predecessor
Warrant Agent and the transfer agent for the Ordinary Shares not later than the effective date of any such appointment.


 


8.2.3. Merger or Consolidation
of Warrant Agent. Any corporation into which the Warrant Agent may be merged or with which it may be consolidated or any corporation
resulting from any merger or consolidation to which the Warrant Agent shall be a party shall be the successor Warrant Agent under
this Agreement without any further act.


  


8.3. Fees and Expenses
of Warrant Agent.


 


8.3.1.  Remuneration.
The Company agrees to pay the Warrant Agent reasonable remuneration for its services as such Warrant Agent hereunder and will reimburse
the Warrant Agent upon demand for all expenditures that the Warrant Agent may reasonably incur in the execution of its duties hereunder.


 


8.3.2.  Further
Assurances. The Company agrees to perform, execute, acknowledge, and deliver or cause to be performed, executed, acknowledged,
and delivered all such further and other acts, instruments, and assurances as may reasonably be required by the Warrant Agent for
the carrying out or performing of the provisions of this Agreement.


  


8.4. Liability of Warrant
Agent.


 


8.4.1. Reliance on Company
Statement. Whenever in the performance of its duties under this Agreement, the Warrant Agent shall deem it necessary or desirable
that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact or
matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and
established by a statement signed by the Chief Executive Officer or Chairman of the Board of the Company and delivered to the Warrant
Agent. The Warrant Agent may rely upon such statement for any action taken or suffered in good faith by it pursuant to the provisions
of this Agreement.


 




     


     


    

 


8.4.2. Indemnity.
The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith. The Company agrees
to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable
counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement except as a result of the Warrant
Agent’s gross negligence, willful misconduct, or bad faith.


  


8.4.3. Exclusions.
The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or
execution of any Warrant (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any
covenant or condition contained in this Agreement or in any Warrant; nor shall it be responsible to make any adjustments required
under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining
of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation
or warranty as to the authorization or reservation of any Ordinary Shares to be issued pursuant to this Agreement or any Warrant
or as to whether any Ordinary Shares will when issued be valid and fully paid and nonassessable.


 


8.5. Acceptance of
Agency. The Warrant Agent hereby accepts the agency established by this Agreement and agrees to perform the same upon the terms
and conditions herein set forth and among other things, shall account promptly to the Company with respect to Warrants exercised
and concurrently account for, and pay to the Company, all moneys received by the Warrant Agent for the purchase of Ordinary Shares
through the exercise of Warrants.


 


8.6. Waiver. The
Warrant Agent hereby waives any right of set-off or any other right, title, interest or claim of any kind (“Claim”)
in, or to any distribution of, the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of
the date hereof, by and between the Company and the Warrant Agent as trustee thereunder) and hereby agrees not to seek recourse,
reimbursement, payment or satisfaction for any Claim against the Trust Account for any reason whatsoever.


 


9. Miscellaneous Provisions.


 


9.1. Successors.
All the covenants and provisions of this Agreement by or for the benefit of the Company or the Warrant Agent shall bind and inure
to the benefit of their respective successors and assigns.


 


9.2. Notices. Any
notice, statement or demand authorized by this Agreement to be given or made by the Warrant Agent or by the holder of any Warrant
to or on the Company shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail
or private courier service within five days after deposit of such notice, postage prepaid, addressed (until another address is
filed in writing by the Company with the Warrant Agent), as follows:


 


Constellation Alpha Capital Corp.


Emerald View, Suite 400


2054 Vista Parkway


West Palm Beach, FL 33411


Attn: Rajiv Shukla, Chief Executive Officer
and Chairman of the Board


Fax No. [_____________]


 


Any notice, statement or demand authorized
by this Agreement to be given or made by the holder of any Warrant or by the Company to or on the Warrant Agent shall be sufficiently
given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five days
after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Warrant Agent with the
Company), as follows:


 


Continental Stock Transfer & Trust
Company


17 Battery Place


New York, New York 10004


Attn: Compliance Department


 


with a copy in each case to:


 




     


     


    

 


Ellenoff Grossman & Schole LLP


1345 Avenue of the Americas, 11th
Floor


New York, NY 10105


Attn: Stuart Neuhauser, Esq.


 


and


 


Skadden, Arps, Slate, Meagher &
Flom LLP


300 South Grand Avenue, Suite 3400


Los Angeles, California 90071


Attn: Gregg A. Noel, Esq. and Jonathan
Ko, Esq.


 


and


 


Cowen and Company, LLC


1221 Avenue of The Americas

New York, NY 10020


Attn: [__________]


 


9.3. Applicable Law.
The validity, interpretation, and performance of this Agreement and of the Warrants shall be governed in all respects by the laws
of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive
laws of another jurisdiction. The Company hereby agrees that any action, proceeding or claim against it arising out of or relating
in any way to this Agreement shall be brought and enforced in the courts of the State of New York or the United States District
Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive.
The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Any
such process or summons to be served upon the Company may be served by transmitting a copy thereof by registered or certified mail,
return receipt requested, postage prepaid, addressed to it at the address set forth in Section 9.2 hereof. Such mailing shall be
deemed personal service and shall be legal and binding upon the Company in any action, proceeding or claim.


 


9.4. Persons Having Rights
under this Agreement. Nothing in this Agreement expressed and nothing that may be implied from any of the provisions hereof
is intended, or shall be construed, to confer upon, or give to, any person or corporation other than the parties hereto and the
registered holders of the Warrants and, for the purposes of Sections 2.6, 6.4, 7.4, 9.4 and 9.8 hereof, the Representative, any
right, remedy, or claim under or by reason of this Agreement or of any covenant, condition, stipulation, promise, or agreement
hereof. The Representative shall be deemed to be a third-party beneficiary of this Agreement with respect to Sections 2.6, 6.4,
7.4, 9.4 and 9.8 hereof. All covenants, conditions, stipulations, promises, and agreements contained in this Agreement shall be
for the sole and exclusive benefit of the parties hereto (and the Representative with respect to the Sections 2.6, 6.4, 7.4, 9.4
and 9.8 hereof) and their successors and assigns and of the registered holders of the Warrants.


 


9.5. Examination of the
Agreement. A copy of this Agreement shall be available at all reasonable times at the office of the Warrant Agent in the Borough
of Manhattan, City and State of New York, for inspection by the registered holder of any Warrant. The Warrant Agent may require
any such holder to submit his Warrant for inspection by it.


 


9.6. Counterparts.
This Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all
purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.


 


9.7. Effect of Headings.
The Section headings herein are for convenience only and are not part of this Agreement and shall not affect the interpretation
thereof.


 




     


     


    

 


9.8. Amendments.
This Agreement may be amended by the parties hereto without the consent of any registered holder for the purpose of curing any
ambiguity, or of curing, correcting or supplementing any defective provision contained herein or adding or changing any other provisions
with respect to matters or questions arising under this Agreement as the parties may deem necessary or desirable and that the parties
deem shall not adversely affect the interest of the registered holders. All other modifications or amendments, including any amendment
to increase the Warrant Price or shorten the Exercise Period, shall require the written consent or vote of the registered holders
of a majority of the then outstanding Warrants. Notwithstanding the foregoing, the Company may lower the Warrant Price or extend
the duration of the Exercise Period pursuant to Sections 3.1 and 3.2, respectively, without the consent of the registered holders.
The provisions of this Section 9.8 may not be modified, amended or deleted without the prior written consent of the Representative.


  


9.9. Severability.
This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect
the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid
or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision
as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.


 


[signature page follows]


 




     


     


    

 


IN WITNESS WHEREOF, this
Agreement has been duly executed by the parties hereto as of the day and year first above written.


 


	 	CONSTELLATION ALPHA CAPITAL CORP.
	 	 
	 	By:	 
	 	 	Name: Rajiv Shulka
	 	 	Title: Chief Executive Officer and Chairman of the Board


 


	 	CONTINENTAL STOCK TRANSFER &
TRUST COMPANY
	 	 
	 	By:	 
	 	 	Name:[________]
	 	 	Title:  [________]


 




     


     


    

 


EXHIBIT A


 


[Warrant Certificate]