7,500,000 Ordinary Shares1 (no par value) FORM OF UNDERWRITING AGREEMENTAtlantic Alliance Partnership Corp. • April 9th, 2015 • 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
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • April 9th, 2015 • Atlantic Alliance Partnership Corp. • Blank checks • Virgin Islands
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of _____, 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”).
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • April 9th, 2015 • Atlantic Alliance Partnership Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of ______, 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”).
Atlantic Alliance Partnership Corp. c/o Mark D. Klein New York, New York 10022 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • April 9th, 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.
Atlantic Alliance Partnership Corp. c/o Mark D. Klein New York, New York 10022 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • April 9th, 2015 • Atlantic Alliance Partnership Corp. • Blank checks
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”).
