FORM OF LOCK-UP AGREEMENT
THIS LOCK-UP AGREEMENT (this Agreement), dated as of , 2019, is made and entered into by and among Constellation Alpha Capital Corp., a Delaware corporation (the Company, and prior to the Companys domestication as a Delaware corporation, the BVI Company) and the undersigned parties listed under the heading Holders on the signature pages hereto (each such party, a Holder and collectively the Holders).
WHEREAS, the Holders are acquiring an aggregate of [●] shares of common stock of the Company, par value $0.001 (Common Stock) per share in exchange for their outstanding shares of capital stock of DermTech, Inc., a Delaware corporation (DermTech), on or about the date hereof, pursuant to that certain Agreement and Plan of Merger, dated as of May 29, 2019, by and among the BVI Company, DT Merger Sub, Inc., a Delaware corporation (Merger Sub), and DermTech, whereby Merger Sub will merge with and into DermTech, with DermTech surviving as a wholly owned subsidiary of the Company (the Merger).
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:
1.1 Lock-Up. Each Holder agrees that, during the period commencing on the date hereof and continuing to and including the date 180 days after the date of the closing of the Merger (the Restricted Period), the Holder shall not (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder, with respect to any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the Lock-Up Securities), (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Lock-Up Securities owned by him, her or it, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii).
1.2 Exceptions. The provisions of Section 1.1 shall not apply to:
transactions relating to shares of Common Stock acquired in open market transactions;
transfers of shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock as a bona fide gift;