REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 4th, 2015 • Atlantic Alliance Partnership Corp. • Blank checks • Virgin Islands
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 28, 2015, is made and entered into by and among Atlantic Alliance Partnership Corp., a business company incorporated under the laws of the British Virgin Islands with limited liability (the “Company”), AAP Sponsor (PTC) Corp, a business company incorporated under the laws of the British Virgin Islands with limited liability (the “Sponsor”, together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
7,500,000 Ordinary Shares1 (no par value) UNDERWRITING AGREEMENTUnderwriting Agreement • May 4th, 2015 • Atlantic Alliance Partnership Corp. • Blank checks • New York
Atlantic Alliance Partnership Corp., a business company incorporated in the British Virgin Islands with limited liability (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representative”) are acting as representative, 7,500,000 ordinary shares, no par value (the “Ordinary Shares”), of the Company (said Ordinary Shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 1,125,000 additional Ordinary Shares to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter, and the term Underwriter shall mean either the singular o
Atlantic Alliance Partnership Corp. c/o Lepe Partners LLP London, W8 4PLSecurities Subscription Agreement • January 21st, 2015 • Atlantic Alliance Partnership Corp. • Blank checks • Virgin Islands
Atlantic Alliance Partnership Corp. (the “Company”), a company incorporated in the British Virgin Islands, is pleased to accept the offer AAP Sponsor Corp (the “Subscriber” or “you”) has made to purchase 2,156,250 ordinary shares with no par value in the Company (the “Shares”), up to 281,250 of which are subject to complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms (this “Agreement”) on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
INDEMNITY AGREEMENTIndemnity Agreement • February 23rd, 2015 • Atlantic Alliance Partnership Corp. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2015, by and between ATLANTIC ALLIANCE PARTNERSHIP CORP., a British Virgin Islands business company organized with limited liability (the “Company”), and (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 4th, 2015 • Atlantic Alliance Partnership Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of April 28, 2015 by and between Atlantic Alliance Partnership Corp., a British Virgin Islands company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
CREDIT AGREEMENT dated as of May 2, 2016 by and among Atlantic Alliance Partnership Corp., as the Borrower, THE LENDERS FROM TIME TO TIME PARTY HERETO andCredit Agreement • May 3rd, 2016 • Atlantic Alliance Partnership Corp. • Blank checks • New York
THIS CREDIT AGREEMENT (this “Agreement”) is made and entered into as of May 2, 2016, by and among Atlantic Alliance Partnership Corp., a business company organized under the laws of the British Virgin Islands (the “Borrower”), the several banks and other financial institutions and lenders from time to time party hereto (the “Lenders”), and SUNTRUST BANK, in its capacity as administrative agent for the Lenders (the “Administrative Agent”).
April 28, 2015Underwriting Agreement • May 4th, 2015 • Atlantic Alliance Partnership Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Atlantic Alliance Partnership Corp., a business company incorporated under the laws of the British Virgin Islands with limited liability (the “Company”), and Citigroup Global Markets Inc., (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”), of 7,500,000 of the Company’s ordinary shares, no par value (the “Ordinary Shares”). The Ordinary Shares shall be sold in the Public Offering pursuant to the registration statement on Form S-1 No. 333-202235 and prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange Commission (the “Commission”) and the Company shall apply to have the Ordinary Shares listed on the NASDAQ Capital Market. Certain capitalized terms used herein are defined in paragraph 11 hereof.
April 28, 2015Underwriting Agreement • May 4th, 2015 • Atlantic Alliance Partnership Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Atlantic Alliance Partnership Corp., a business company incorporated under the laws of the British Virgin Islands with limited liability (the “Company”), and Citigroup Global Markets Inc., (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”), of 7,500,000 of the Company’s ordinary shares, no par value (the “Ordinary Shares”). The Ordinary Shares shall be sold in the Public Offering pursuant to the registration statement on Form S-1 No. 333- 202235 and prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange Commission (the “Commission”) and the Company shall apply to have the Ordinary Shares listed on the NASDAQ Capital Market. Certain capitalized terms used herein are defined in paragraph 10 hereof.
AMENDED AND RESTATED PRIVATE PLACEMENT SHARES PURCHASE AGREEMENTPrivate Placement Shares Purchase Agreement • April 9th, 2015 • Atlantic Alliance Partnership Corp. • Blank checks • Virgin Islands
This Amended and Restated Private Placement Shares Purchase Agreement (this “Agreement”), effective as of April 8, 2015, is made and entered into by and between Atlantic Alliance Partnership Corp., a business company incorporated in the British Virgin Islands with limited liability (the “Company”), and AAP Sponsor (PTC) Corp, a business company incorporated in the British Virgin Islands with limited liability (the “Buyer”).
LOCK-UP AGREEMENTLock-Up Agreement • May 12th, 2017 • Atlantic Alliance Partnership Corp. • Services-miscellaneous amusement & recreation • New York
THIS LOCK-UP AGREEMENT (this “Agreement”) is made as of [●], 2017 by and between (i) Atlantic Alliance Partnership Corp., a British Virgin Islands business company with limited liability, (including any successor entity thereto, the “Company”) and (ii) the undersigned (“Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement (as defined below).
NON-COMPETITION AND NON-SOLICITATION AGREEMENTNon-Competition and Non-Solicitation Agreement • May 12th, 2017 • Atlantic Alliance Partnership Corp. • Services-miscellaneous amusement & recreation • New York
THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is being executed and delivered as of [●], 2017, by [●] (“Owner”), in favor of and for the benefit of Atlantic Alliance Partnership Corp., a business company incorporated in the British Virgin Islands with limited liability (including any successor entity thereto, whether pursuant to the Conversion (as defined in the Merger Agreement (as defined below)), the Merger (as defined below) or otherwise, the “the Company”), and each of the Company’s present and future Affiliates, successors and direct and indirect Subsidiaries, including after the Merger, Kalyx (as defined below) and its Subsidiaries (collectively, the “Covered Parties”). Any capitalized term used, but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement.
AGREEMENT AND PLAN OF MERGER DATED AS MAY 8, 2017 BY AND BETWEEN ATLANTIC ALLIANCE PARTNERSHIP CORP. AND KALYX DEVELOPMENT INC. AGREEMENT AND PLAN OF MERGERMerger Agreement • May 12th, 2017 • Atlantic Alliance Partnership Corp. • Services-miscellaneous amusement & recreation • New York
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of May 8, 2017 is entered into by and between Atlantic Alliance Partnership Corp., a company incorporated in the British Virgin Islands as a business company with limited liability (the “Company”), and Kalyx Development Inc., a Maryland corporation (“Kalyx”).
VOTING AGREEMENTVoting Agreement • May 12th, 2017 • Atlantic Alliance Partnership Corp. • Services-miscellaneous amusement & recreation • New York
This Voting Agreement (this “Agreement”) is made as of [●] 2017 by and among (i) Atlantic Alliance Partnership Corp., a British Virgin Islands business company with limited liability (including any successor entity thereto, the “Company”), (ii) Kalyx Development Inc., a Maryland corporation, (“Kalyx”), and (iii) the undersigned shareholder (“Holder”) of Kalyx. Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement (as defined below).
TERMINATION AGREEMENTTermination Agreement • October 5th, 2017 • Atlantic Alliance Partnership Corp. • Real estate investment trusts • New York
This TERMINATION AGREEMENT is made and entered into as of October 5, 2017 (this “Agreement”), by and among (i) Atlantic Alliance Partnership Corp. (“AAPC”), (ii) AAP Sponsor (PTC) Corp., (“Sponsor”), (iii) Fox Investments Limited (“Fox”) and (iv) Kalyx Development Inc. (“Kalyx”), (v) each of the stockholders of Kalyx signatory hereto (the “Kalyx Stockholders”).
AMENDMENT NO. 1 TO THE TRUST AGREEMENTTrust Agreement • November 3rd, 2016 • Atlantic Alliance Partnership Corp. • Services-miscellaneous amusement & recreation • New York
This Amendment No. 1 (this “Amendment”), dated as of November 1, 2016, to the Trust Agreement (as defined below) is made by and between Atlantic Alliance Partnership Corp., a British Virgin Islands company (the “Company”), and Continental Stock Transfer & Trust Company (the “Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.
