FORM OF REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS 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 (the Domestication) as a Delaware corporation, the BVI Company), and the undersigned parties listed under the heading Holders on the signature page hereto (each such party, together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a Holder and collectively the Holders).
WHEREAS, certain of the Holders are acquiring an aggregate of [●] shares of common stock (the Merger Shares) of the Company, par value $0.001 per share (the Common Stock) 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 (the Merger Agreement), dated as of May 29, 2019, by and among the BVI Company, DT Merger Sub, Inc., a Delaware corporation, and DermTech, whereby Merger Sub will merge with and into DermTech, with DermTech surviving as a wholly owned subsidiary of the Company (the Merger); and
WHEREAS, two of the Holders, Centripetal LLC and Cowen Investments II LLC, currently hold (i) an aggregate of [●] shares of Common Stock the (Insider Shares), (ii) rights to receive an aggregate of [●] shares of Common Stock (the Rights Shares), and (iii) warrants to purchase an aggregate of [●] shares of Common Stock (the shares of Common Stock underlying the warrants, the Warrant Shares).
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. DEFINITIONS. The following capitalized terms used herein have the following meanings:Adverse Disclosure is defined in Section 3.5.
Agreement is defined in the preamble to this Agreement.
Block Trade means an offering and/or sale of Registrable Securities by any Holder on a block trade or underwritten basis (whether firm commitment or otherwise) without substantial marketing efforts prior to pricing, including, without limitation, a same day trade, overnight trade or similar transaction.
Domestication is defined in the preamble to this Agreement.
Merger Agreement is defined in the recitals to this Agreement.
Merger Shares is defined in the recitals to this Agreement.