Exhibit 10.1


 


[_________], 2017


 


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. [_____________]


 


Cowen and Company, LLC


1221 Avenue of the Americas


New York, New York 10020


Att: [__________]


Fax No. [_______]


 


		Re:	Initial Public Offering



 


Gentlemen:


 


This letter is being delivered to you in
accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between
Constellation Alpha Capital Corp., a British Virgin Islands Company (the “Company”), and Cowen and Company,
LLC. as Representative (the “Representative”) of the several Underwriters named in Schedule A thereto
(the “Underwriters”), relating to an underwritten initial public offering (the “IPO”)
of the Company’s units (the “Units”), each comprised of one ordinary share, no par value, of the
Company (the “Ordinary Shares”), one warrant (the “Warrant”) to purchase one-half
of one Ordinary Share and one right to receive one-tenth (1/10) of one Ordinary Share upon the consummation of the Company’s
initial business combination (the “Right”). Certain capitalized terms used herein are defined in paragraph
17 hereof.


 


In order to induce
the Company and the Underwriters to enter into the Underwriting Agreement and to proceed with the IPO, and in recognition of the
benefit that such IPO will confer upon the undersigned as a shareholder or officer or director of the Company, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agrees with the
Company as follows:


 


1.    If the
Company solicits approval of its shareholders of a Business Combination (as defined below), the undersigned will vote all Ordinary
Shares beneficially owned by him, her or it, whether acquired before, in or after the IPO, or whether such Ordinary Shares are
underlying the Private Units, in favor of such Business Combination.


 


2.     (a)
In the event that the Company fails to consummate a Business Combination within the time period 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 undersigned shall
take all reasonable steps to (i) cause the Trust Fund to be liquidated and distributed to the holders of IPO Shares and (ii) cause
the Company to liquidate as soon as reasonably practicable.


 


(b) The undersigned
hereby waives any and all right, title, interest or claim of any kind (“Claim”) in, or, with respect
to his, her or its Insider Shares or Private Units, to any distribution of, the Trust Fund. The undersigned hereby waives any Claim
the undersigned may have in the future as a result of, or arising out of, any contracts or agreements with the Company and will
not seek recourse against the Trust Fund for any reason whatsoever. The undersigned acknowledges and agrees that there will be
no distribution from the Trust Fund with respect to any Rights or Warrants, which will terminate on the Company’s liquidation.


 




     

     


    

 


(c) In the event of
the liquidation of the Trust Fund, Centripetal, LLC (“Sponsor”) agrees to indemnify and hold harmless
the Company against any and all loss, liability, claims, damage and expense whatsoever (including, but not limited to, any and
all legal or other expenses reasonably incurred in investigating, preparing or defending against any litigation, whether pending
or threatened, or any claim whatsoever) which the Company may become subject as a result of any claim by any vendor or other person
who is owed money by the Company for services rendered or products sold to or contracted for the Company, or by any target business
with which the Company has discussed entering into a transaction agreement, but only to the extent necessary to ensure that such
loss, liability, claim, damage or expense does not reduce the amount of funds in the Trust Fund to below $10.00 per IPO Share; provided that
such indemnity shall not apply if such vendor or other person executes a waiver of any and all rights to seek access to the Trust
Account and except as to claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities.


 


3.
    (a) The Sponsor agrees that it shall not Transfer any Insider Shares: (x) with respect to 50% of its Insider Shares, until the
earlier of (i) one year after the date of the consummation of the Business Combination or (ii) the date on which the closing price
of the Ordinary Shares equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations)
for any 20 trading days within any 30-trading day period commencing after the Business Combination and (y) with respect to the
remaining 50% of its Insider Shares, one year after the date of the consummation of the Business Combination, or earlier, in either
case, if, subsequent to the Business Combination, the Company consummates a subsequent liquidation, merger, stock exchange or other
similar transaction which results in all of the Company’s shareholders having the right to exchange their Ordinary Shares
for cash, securities or other property.


 


(b) The Sponsor agrees that it shall not
effectuate any Transfer of securities issued or issuable upon the exercise of the Private Units or their underlying securities
until after the completion of the Business Combination.


 


4.     [Intentionally
Omitted].


 


5.     In
order to minimize potential conflicts of interest which may arise from multiple affiliations, the undersigned directors and officers
of the Company agree to present to the Company for its consideration, prior to presentation to any other person or entity, any
suitable opportunity to acquire a target business, until the earlier of the consummation by the Company of a Business Combination
or the liquidation of the Company, subject to any pre-existing fiduciary and contractual obligations the undersigned directors
and officers might have.


 


6.    The
undersigned acknowledges and agrees that prior to entering into a Business Combination with a target business that is affiliated
with any Insiders of the Company or their affiliates, such transaction must be approved by a majority of the Company’s disinterested
independent directors and the Company must obtain an opinion from an independent investment banking firm or independent accounting
firm that such Business Combination is fair to the Company’s unaffiliated shareholders from a financial point of view.


 


7.     Neither
the undersigned, any member of the family of the undersigned, nor any affiliate of the undersigned will be entitled to receive
and will not accept any compensation or other cash payment for services rendered prior to, or in order to effectuate, the consummation
of the Business Combination; provided that the Company shall be allowed to (i) repay working capital loans made
by the undersigned or its affiliates to the Company in cash upon consummation of the Business Combination or, at the undersigned’s
discretion, with respect to up to an aggregate of $1,500,000 of working capital loans from all lenders, by converting such loans
into Private Units at a price of $10.00 per Private Unit, as more fully described in the Registration Statement, (ii) repay a non-interest
bearing advances in an aggregate amount of [_____] made to the Company by the Sponsor to cover the IPO expenses, (iii) pay $10,000
per month to an affiliate of the Chief Executive Officer and Chairman of the Company for office space and related services, and
(iv) reimburse the undersigned and any affiliate of the undersigned for their out-of-pocket expenses incurred in connection with
identifying, investigating and consummating a Business Combination.


 


8.     Neither
the undersigned, any member of the family of the undersigned, nor any affiliate of the undersigned will be entitled to receive
or accept a finder’s fee or any other compensation in the event the undersigned, any member of the family of the undersigned
or any affiliate of the undersigned originates a Business Combination.


 




     

     


    

 


9.    The
undersigned officers and directors agree to be the officers and directors of the Company until the earlier of the consummation
by the Company of a Business Combination, the liquidation of the Company or such officer or director is officially replaced by
the Company’s board of directors. The undersigned officers’ and directors’ biographical information previously
furnished to the Company and the Representative is true and accurate in all material respects, does not omit any material information
with respect to the officers’ and directors’ biography and contains all of the information required to be disclosed
pursuant to Item 401 of Regulation S-K, promulgated under the Securities Act of 1933, as amended (the “Securities Act”).
Each of the undersigned officers’ and directors’ FINRA Questionnaire previously furnished to the Company and the Representative
is true and accurate in all material respects.


 


10.   Each
of the undersigned represents and warrants that:


 


		(a)	He,
she or it has never had a petition under the federal bankruptcy laws or any state or foreign insolvency law been filed by or against
(i) him, her or it, or any partnership in which he, she or it was a general partner at or within two years before the time of
filing; or (ii) (to the extent the undersigned is an individual) any corporation or business association of which he or she was
an executive officer at or within two years before the time of such filing;


  


	 	(b)	He, she or it has never had a receiver, fiscal agent or similar officer been appointed by a court for his or her business or property, or any such partnership;


 


	 	(c)	He, she, or it has never been convicted of fraud in a civil or criminal proceeding;


 


	 	(d)	He, she, or it has never been convicted in a criminal proceeding or named the subject of a pending criminal proceeding (excluding traffic violations and minor offenses);


 


	 	(e)	He, she, or it has never been the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining or otherwise limiting him from (i) acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission (“CFTC”) or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or from engaging in or continuing any conduct or practice in connection with any such activity; or (ii) engaging in any type of business practice; or (iii) engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities or federal commodities laws;


 


	 	(f)	He, she, or it has never been the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than 60 days his, her or its right to engage in any activity described in 8(e)(i) above, or to be associated with persons engaged in any such activity;


 


	 	(g)	He, she or it has never been found by a court of competent jurisdiction in a civil action or by the SEC to have violated any federal, state, or foreign securities law, where the judgment in such civil action or finding by the SEC has not been subsequently reversed, suspended or vacated;


 


	 	(h)	He, she or it has never been found by a court of competent jurisdiction in a civil action or by the CFTC to have violated any federal commodities law, where the judgment in such civil action or finding by the CFTC has not been subsequently reversed, suspended or vacated;


  


	 	(i)	He, she or it has never been the subject of, or a party to, any federal, state, or foreign judicial or administrative order, judgment, decree or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of (i) any federal ,state or foreign securities or commodities law or regulation, (ii) any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and desist order, or removal or prohibition order or (iii) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity;


 




     

     


    

 


	 	(j)	He, she or it has never been the subject of, or party to, any sanction or order, not subsequently reversed, suspended or vacated, or any self-regulatory organization, any registered entity, or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member;


 


	 	(k)	He, she or it has never been convicted of any felony or misdemeanor: (i) in connection with the purchase or sale of any security; (ii) involving the making of any false filing with the SEC; or (iii) arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment advisor or paid solicitor of purchasers of securities;


 


	 	(l)	He, she or it was never subject to a final order of a state or foreign securities commission (or an agency of officer of a state performing like functions); a state or foreign authority that supervises or examines banks, savings associations, or credit unions; a state or foreign insurance commission (or an agency or officer of a state performing like functions); an appropriate federal or foreign banking agency; the Commodity Futures Trading Commission; or the National Credit Union Administration that is based on a violation of any law or regulation that prohibits fraudulent, manipulative, or deceptive conduct;


 


	 	(m)	He, she or it has never been subject to any order, judgment or decree of any court of competent jurisdiction, that, at the time of such sale, restrained or enjoined him from engaging or continuing to engage in any conduct or practice: (i) in connection with the purchase or sale of any security; (ii) involving the making of any false filing with the SEC or any foreign regulatory agency with similar functions; or (iii) arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities;


  


	 	(n)	He, she or it has never been subject to any order of the SEC or any foreign regulatory agency with similar functions that orders him to cease and desist from committing or causing a future violation of: (i) any scienter-based anti-fraud provision of the foreign or federal securities laws, including, but not limited to, Section 17(a)(1) of the Securities Act, Section 10(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 10b-5 thereunder, and Section 206(1) of the Investment Advisers Act of 1940, as amended (the “Advisers Act”),  or any other rule or regulation thereunder; or (ii) Section 5 of the Securities Act;


 


	 	(o)	He, she or it has never been named as an underwriter in any registration statement or Regulation A offering statement filed with the SEC that was the subject of a refusal order, stop order, or order suspending the Regulation A exemption, or is, currently, the subject of an investigation or proceeding to determine whether a stop order or suspension order should be issued;


 


	 	(p)	He, she or it has never been subject to a United States Postal Service false representation order, or is currently subject to a temporary restraining order or preliminary injunction with respect to conduct alleged by the United States Postal Service to constitute a scheme or device for obtaining money or property through the mail by means of false representations;


 


	 	(q)	He, she or it is not subject to a final order of a state securities commission (or an agency of officer of a state performing like functions); a state authority that supervises or examines banks, savings associations, or credit unions; a state insurance commission (or an agency or officer of a state performing like functions); an appropriate federal banking agency; the Commodity Futures Trading Commission; or the National Credit Union Administration that bars the undersigned from: (i) association with an entity regulated by such commission, authority, agency or officer; (ii) engaging in the business of securities, insurance or banking; or (iii) engaging in savings association or credit union activities;


 


	 	(r)	He, she or it is not subject to an order of the SEC entered pursuant to section 15(b) or 15B(c) of the Exchange Act or section 203(e) or 203(f) of the Advisers Act that: (i) suspends or revokes the undersigned’s registration as a broker, dealer, municipal securities dealer or investment adviser; (ii) places limitations on the activities, functions or operations of, or imposes civil money penalties on, such person; or (iii) bars the undersigned from being associated with any entity or from participating in the offering of any penny stock; and


 




     

     


    

 


	 	(s)	He, she or it has never been suspended or expelled from membership in, or suspended or barred from association with a member of, a securities self-regulatory organization (e.g., a registered national securities exchange or a registered national or affiliated securities association) for any act or omission to act constituting conduct inconsistent with just and equitable principles of trade.


 


11.   The
undersigned has full right and power, without violating any agreement by which he, she or it is bound, to enter into this letter
agreement and to hold the position/title in the Company indicated in the Registration Statement (if applicable).


 


12.   The
undersigned hereby waives his, her or its right to exercise redemption rights with respect to any Ordinary Shares owned or to be
owned by the undersigned directly or indirectly, whether purchased prior to the IPO, in the IPO or in the aftermarket, or whether
such or whether such Ordinary Shares are underlying the Private Units, and agrees that he, she or it will not seek redemption with
respect to or otherwise sell, such shares in connection with any vote to approve a Business Combination with respect thereto.


 


13.   The
undersigned hereby agrees to not propose an amendment to the Company’s Amended and Restated Memorandum and Articles of Association
with respect to the Company’s pre-Business Combination activities prior to the consummation of a Business Combination that
would affect the substance or timing of the Company’s obligation to redeem 100% of the IPO Shares if the Company does not
complete a Business Combination within the time period set forth in the Amended and Restated Memorandum and Articles of Association.


  


14.  In the event
that the Company does not consummate a Business Combination and must liquidate and its remaining net assets are insufficient to
complete such liquidation, the Sponsor agrees to advance such funds necessary to complete such liquidation and agrees not to seek
repayment for such expenses.


 


15.   Each officer and director of the Company
agrees not to become involved with another publicly listed blank check company with a class of securities registered under the
Exchange Act prior to us announcing an agreement to acquire our initial Business Combination, or the expiration of the period for
us to announce and/or complete our initial Business Combination.


 


16.   This
letter agreement shall be governed by and construed and enforced in accordance with 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 undersigned hereby (i) agrees that any action, proceeding or claim against him arising out of or relating in any way to this
letter agreement (a “Proceeding”) shall be brought and enforced in the courts of the State of New York
of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction
shall be exclusive, (ii) waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum
and (iii) irrevocably agrees to appoint Ellenoff Grossman & Schole LLP as agent for the service of process in the State of
New York to receive, for the undersigned and on his behalf, service of process in any Proceeding.


  


17. As used
herein, (i) a “Business Combination” shall mean a share exchange, share reconstruction and amalgamation
with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or any other similar business
combination with one or more businesses or entities; (ii) “Insiders” shall mean all officers, directors
and shareholders of the Company immediately prior to the IPO; (iii) “Insider Shares” shall mean all of
the Ordinary Shares of the Company acquired by an Insider prior to the IPO; (iv) “IPO Shares” shall mean
the Ordinary Shares issued in the Company’s IPO; (v) “Private Units” shall mean (x) the Units purchased
in the private placement taking place simultaneously with the consummation of the Company’s IPO and (y) additional Units
that will be purchased in a private placement upon the full or partial exercise of the underwriters’ over-allotment option
for the Company’s IPO; (vi) “Registration Statement” means the registration statement on Form S-1
filed by the Company with respect to the IPO; (vii) “Transfer” shall mean the (a) sale of,
offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement
to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to
or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act and the rules and regulations
of the Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement that
transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction
is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect
any transaction specified in clause (a) or (b); and (viii) “Trust Fund” shall mean the trust fund
into which a portion of the net proceeds of the Company’s IPO will be deposited.


 




     

     


    

 


18.   Any
notice, consent or request to be given in connection with any of the terms or provisions of this letter 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 facsimile transmission.


 


19.   No party
hereto may assign either this letter agreement or any of its rights, interests, or obligations hereunder without the prior written
consent of the other party. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not
operate to transfer or assign any interest or title to the purported assignee. This letter agreement shall be binding on the parties
hereto and any successors and assigns thereof.


 


20.  The undersigned
acknowledges and understands that the Underwriters and the Company will rely upon the agreements, representations and warranties
set forth herein in proceeding with the IPO.


 


21.   This letter agreement
constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof and supersedes
all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they relate
in any way to the subject matter hereof or the transactions contemplated hereby. This letter agreement may not be changed, amended,
modified or waived (other than to correct a typographical error) as to any particular provision, except by a written instrument
executed by the Company and each officer or director that is the subject of any such change, amendment modification or waiver.


 


[signature page follows]


 




     

     


    

 


	 	Centripetal, LLC
	 	 	 
	 	By:	 
	 	 	Name: Rajiv Shukla
	 	 	Title: Managing Member
	 	 
	 	
	 	Rajiv Shukla
	 	 
	 	 
	 	Craig Pollack
	 	 
	 	 
	 	Alan Rosling
	 	 
	 	 
	 	Kewel Handa
	 	 
	 	 
	 	John Alexander


 


Acknowledged and Agreed:


 


CONSTELLATION ALPHA CAPITAL CORP.


 


	By:  	 	 
		Name: 	 
		Title:	 


 


[Signature Page to the Insider Letter]