30,000,000 Units Avista Healthcare Public Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • September 30th, 2016 • Avista Healthcare Public Acquisition Corp. • Blank checks • New York
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • September 30th, 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 INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 30th, 2016 • Avista Healthcare Public Acquisition Corp. • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between Avista Healthcare Public Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [·], 2016 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders on behalf of the Company $ of the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
FORM OF PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • September 30th, 2016 • Avista Healthcare Public Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT 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”), Avista Acquisition Corp., a Cayman Islands exempted company (the “Sponsor”) and the other parties listed on the signature pages hereto (collectively with the Sponsor, the “Purchasers” and each, a “Purchaser”).
Avista Healthcare Public Acquisition Corp. 18th Floor New York, NY 10022Letter Agreement • September 30th, 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
