FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 5th, 2016 • Avista Healthcare Public Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [•], 2016, is made and entered into by and among Avista Healthcare Public Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Avista Acquisition Corp., a Cayman Islands exempted company (the “Sponsor”, together with the other parties listed on the signature pages hereto and 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”).
FORM OF WARRANT AGREEMENT AVISTA HEALTHCARE PUBLIC ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of , 2016Warrant Agreement • February 5th, 2016 • Avista Healthcare Public Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of , 2016, is by and between Avista Healthcare Public Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
FORM OF INDEMNITY AGREEMENTIndemnification & Liability • February 5th, 2016 • Avista Healthcare Public Acquisition Corp. • Blank checks
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of [•], 2016 between the Company and Indemnitee pursuant to the Underwriting Agreement between the Company and the Underwriters in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:
FORM OF SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • February 5th, 2016 • Avista Healthcare Public Acquisition Corp. • Blank checks • New York
THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of [•], 2016 (as it may from time to time be amended, this “Agreement”), is entered into by and between Avista Healthcare Public Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Avista Acquisition Corp., a Cayman Islands exempted company (the “Purchaser”).
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 5th, 2016 • Avista Healthcare Public Acquisition Corp. • Blank checks • New York
Avista Healthcare Public Acquisition Corp. 65 East 55th Street 18th Floor New York, NY 10022Administrative Services Agreement • February 5th, 2016 • Avista Healthcare Public Acquisition Corp. • Blank checks • New York
This letter agreement by and between Avista Healthcare Public Acquisition Corp. (the “Company”) and Avista Capital Holdings, L.P. (“Avista”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the NASDAQ Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Avista, an affiliate of our sponsor, Avista Acquisition Corp., shall make available to the Company, at 65 East 55th Street, 18th Floor, New York, NY 10022 (or any successor location of Avista), certain administrative and support services as may be reasonably required b
Avista Healthcare Public Acquisition Corp. 18th Floor New York, NY 10022Underwriting Agreement • February 5th, 2016 • Avista Healthcare Public Acquisition 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 or proposed to be entered into by and between Avista Healthcare Public Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Credit Suisse Securities (USA) LLC, as the representative of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 34,500,000 of the Company’s units (including up to 4,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”), and one warrant (each, a “Warrant”). Each Warrant entitles the holder thereof to purchase one-half of one Ordinary Share at a price of $5.75 (or $11.50 per whole share), subject to adjustment. The Units shall be sold in the Public Offering pursuant to a registration st
