Exhibit 10.1


 


VOTING
AGREEMENT


 


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).


 


WHEREAS,
on or about the date hereof, the Company and Kalyx, have entered into that certain Merger Agreement, dated as of the date hereof
(as amended from time to time in accordance with the terms thereof, the “Merger Agreement”), pursuant to which
Kalyx will merge with and into the Company, with the Company continuing as the surviving entity (the “Merger”),
and as a result of which, among other matters, (i) all of the issued and outstanding capital stock of Kalyx as of the Effective
Time shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, in exchange for the right to
receive the Merger Consideration as set forth in the Merger Agreement, and (ii) Kalyx’s outstanding warrants shall be assumed
by the Company, with certain warrants being amended in accordance with the terms set out in the Merger Agreement, all upon the
terms and subject to the conditions set forth in the Merger Agreement and in accordance with the applicable provisions of the
Maryland General Corporation Law, as amended;


 


WHEREAS,
the Board of Directors of Kalyx has (a) approved and declared advisable the Merger Agreement, the Ancillary Documents, the Merger
and the other transactions contemplated by any such documents (collectively, the “Transactions”), (b) determined
that the Transactions are fair to and in the best interests of Kalyx and its shareholders (the “Kalyx Shareholders”)
and (c) recommended the approval and the adoption by each of Kalyx Shareholders of the Merger Agreement, the Ancillary Documents,
the Merger and the other Transactions;


 


WHEREAS,
as a condition to the willingness of the Company to enter into the Merger Agreement, and as an inducement and in consideration
therefor, and in view of the valuable consideration to be received by the Holder thereunder, and the expenses and efforts to be
undertaken by the Company and Kalyx to consummate the Transactions, the Company, Kalyx and the Holder desire to enter into this
Agreement in order for the Holder to provide certain assurances to the Company regarding the manner in which the Holder is bound
hereunder to vote any shares of capital stock of Kalyx which the Holder beneficially owns, holds or otherwise has voting power
(the “Shares”) during the period from and including the date hereof through and including the date on which
this Agreement is terminated in accordance with its terms (the “Voting Period”) with respect to the Merger
Agreement, the Merger, the Ancillary Documents and the Transactions.


 






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NOW,
THEREFORE, in consideration of the premises set forth above, which are incorporated in this Agreement as if fully set forth
below, and intending to be legally bound hereby, the parties hereby agree as follows:


 


1.            
Covenant to Vote in Favor of Transactions. The Holder agrees, with respect to all of the Shares:


 


(a)                  
during the Voting Period, at each meeting of Kalyx Shareholders or any class or series thereof, and in each written consent or
resolutions of any of Kalyx Shareholders in which Holder is entitled to vote or consent, Holder hereby unconditionally and irrevocably
agrees to be present for such meeting and vote (in person or by proxy), or consent to any action by written consent or resolution
with respect to, as applicable, the Shares (i) in favor of, and adopt, the Merger, the Merger Agreement, the Ancillary Documents,
any amendments to the Kalyx Organizational Documents (as defined below), and all of the other Transactions (and any actions required
in furtherance thereof), (ii) in favor of the other matters set forth in the Merger Agreement and the Kalyx Shareholder Approval,
and (iii) to vote the Shares in opposition to: (A) any Acquisition Proposal and any and all other proposals for the acquisition
of Kalyx, that could reasonably be expected to delay or impair the ability of Kalyx to consummate the Merger, the Merger Agreement
or any of the Transactions, or which are in competition with or materially inconsistent with the Merger Agreement or the Ancillary
Documents; (B) other than as contemplated by the Merger Agreement, any material change in (x) the present capitalization of Kalyx
or any amendment of the Kalyx Organizational Documents or (y) Kalyx’s corporate structure or business; or (C) any other
action or proposal involving Kalyx or any of its Subsidiaries that is intended, or would reasonably be expected, to prevent, impede,
interfere with, delay, postpone or adversely affect in any material respect the Transactions or would reasonably be expected to
result in any of the conditions to Kalyx’s obligations under the Merger Agreement not being fulfilled;


 


(b)                 
to execute and deliver all related documentation and take such other action in support of the Merger, the Merger Agreement, any
Ancillary Documents and any of the Transactions as shall reasonably be requested by Kalyx or Company in order to carry out the
terms and provision of this Section 1, including, without limitation, (i) delivery of the Holder’s Shareholder’s
Certificate to the Company, and any similar or related documents and such other documents as may be reasonably requested by the
Company, (ii) any actions by written consent of the Kalyx Shareholders presented to the Holder, (vi) any applicable Ancillary
Documents (including the Lock-Up Agreement and the Non-Competition Agreement), customary instruments of conveyance and transfer,
and any consent, waiver, governmental filing, and any similar or related documents;


 


(c)                  
not to deposit, and to cause their Affiliates not to deposit, except as provided in this Agreement, any Shares owned by the Holder
or his/her/its Affiliates in a voting trust or subject any Shares to any arrangement or agreement with respect to the voting of
such Shares, unless specifically requested to do so by Company in connection with the Merger Agreement, the Ancillary Documents
and any of the Transactions;


 


(d)                 
except as contemplated by the Merger Agreement or the Ancillary Documents, make, or in any manner participate in, directly or
indirectly, a “solicitation” of “proxies” or consents (as such terms are used in the rules of the SEC)
or powers of attorney or similar rights to vote, or seek to advise or influence any Person with respect to the voting of, any
shares of Kalyx capital stock in connection with any vote or other action with respect to the Transactions, other than to recommend
that stockholders of Kalyx vote in favor of adoption of the Merger Agreement and the Transactions and any other proposal the approval
of which is a condition to the obligations of the parties under the Merger Agreement (and any actions required in furtherance
thereof and otherwise as expressly provided by Section 1 of this Agreement); and


 


(e)                  
to refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to
the Merger, the Merger Agreement, the Ancillary Documents and any of the Transactions, including pursuant to the MGCL.


 






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2.            
Other Covenants. 


 


(a)               
No Transfers. Holder agrees that during the Voting Period it shall not, and shall cause its Affiliates not to, without
Company’s prior written consent, (A) offer for sale, sell (including short sales), transfer, tender, pledge, encumber, assign
or otherwise dispose of (including by gift) (collectively, a “Transfer”), or enter into any contract, option,
derivative, hedging or other agreement or arrangement or understanding (including any profit-sharing arrangement) with respect
to, or consent to, a Transfer of, any or all of the Shares; (B) grant any proxies or powers of attorney with respect to any or
all of the Shares; (C) permit to exist any lien of any nature whatsoever (other than those imposed by this Agreement, applicable
securities Laws or the Kalyx Charter or Kalyx bylaws (the “Kalyx Organizational Documents”), as in effect on
the date hereof) with respect to any or all of the Shares; or (D) take any action that would have the effect of preventing, impeding,
interfering with or adversely affecting Holder’s ability to perform its obligations under this Agreement. Kalyx hereby agrees
that it shall not permit any Transfer of the Shares in violation of this Agreement. Holder agrees with, and covenants to, Company
that Holder shall not request that Kalyx register the Transfer (book-entry or otherwise) of any certificate or uncertificated
interest representing any Shares during the term of this Agreement without the prior written consent of Company, and Kalyx hereby
agrees that it shall not effect any such Transfer.


 


(b)               
Changes to Shares. In the event of a stock dividend or distribution, or any change in the shares of capital stock of Kalyx
by reason of any stock dividend or distribution, split-up, recapitalization, combination, conversion, exchange of shares or the
like, the term “Shares” shall be deemed to refer to and include the Shares as well as all such stock dividends and
distributions and any securities into which or for which any or all of the Shares may be changed or exchanged or which are received
in such transaction. Holder agrees during the Voting Period to notify the Company promptly in writing of the number and type of
any additional Shares acquired by Holder, if any, after the date hereof.


 


(c)                
Compliance with Merger Agreement. Holder agrees to not during the Voting Period take or agree or commit to take any action
that would make any representation and warranty of Holder contained in this Agreement inaccurate in any material respect. Holder
further agrees that it shall use its commercially reasonable efforts to cooperate with the Company to effect the Merger, all other
Transactions, the Merger Agreement, the Ancillary Documents and the provisions of this Agreement. During the Voting Period, Holder
shall not authorize or permit any of its Representatives to, directly or indirectly, take any action that Kalyx is prohibited
from taking pursuant to Section 6.5 of the Merger Agreement.


 


(d)                
Registration Statement. During the Voting Period, Holder agrees to provide to the Company and its Representatives any information
regarding Holder or the Shares that is reasonably requested by Company or its Representatives for inclusion in the Registration
Statement.


 


(e)                
Publicity. Holder shall not issue any press release or otherwise make any public statements with respect to the transactions
contemplated herein without the prior written approval of Kalyx and Company (not to be unreasonably withheld, conditioned or delayed).
Holder hereby authorizes Kalyx and Company to publish and disclose in any announcement or disclosure required by the SEC, Nasdaq
(or, if applicable, the New York Stock Exchange or the NYSE MKT) or the Registration Statement (including all documents and schedules
filed with the SEC in connection with the foregoing), Holder’s identity and ownership of the Shares and the nature of Holder’s
commitments and agreements under this Agreement, the Merger Agreement and any other Ancillary Documents.


 


3.            
Representations and Warranties of Holder. Holder hereby represents and warrants to Company as follows:


 


(a)                
Binding Agreement. Holder (i) if a natural person, is of legal age to execute this Agreement and is legally competent to
do so and (ii) if not a natural person, is (A) a corporation, limited liability company, company or partnership duly organized
and validly existing under the laws of the jurisdiction of its organization and (B) has all necessary power and authority to execute
and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. If Holder
is not a natural person, the execution and delivery of this Agreement, the performance of its obligations hereunder and the consummation
of the transactions contemplated hereby by Holder has been duly authorized by all necessary corporate, limited liability or partnership
action on the part of Holder, as applicable. This Agreement, assuming due authorization, execution and delivery hereof by the
other parties hereto, constitutes a legal, valid and binding obligation of Holder, enforceable against Holder in accordance with
its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium
and other similar laws of general applicability relating to or affecting creditor’s rights, and to general equitable principles).
Holder understands and acknowledges that the Company is entering into the Merger Agreement in reliance upon the execution and
delivery of this Agreement by Holder.


 






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(b)                 
Ownership of Shares. As of the date hereof, Holder has beneficial ownership over the type and number of the Shares set
forth under Holder’s name on the signature page hereto, is the lawful owner of such Shares, has the sole power to vote or
cause to be voted such Shares, and has good and valid title to such Shares, free and clear of any and all pledges, mortgages,
encumbrances, charges, proxies, voting agreements, liens, adverse claims, options, security interests and demands of any nature
or kind whatsoever, other than those imposed by this Agreement, applicable securities Laws or the Kalyx Organizational Documents,
as in effect on the date hereof. There are no claims for finder’s fees or brokerage commission or other like payments in
connection with this Agreement or the transactions contemplated hereby payable by Holder pursuant to arrangements made by such
Holder. Except for the Shares set forth under Holder’s name on the signature page hereto, as of the date of this Agreement,
Holder is not a beneficial owner or record holder of any: (i) equity securities of Kalyx, (ii) securities of Kalyx having the
right to vote on any matters on which the holders of equity securities of Kalyx may vote or which are convertible into or exchangeable
for, at any time, equity securities of Kalyx, or (iii) options, warrants or other rights to acquire from Kalyx any equity securities
or securities convertible into or exchangeable for equity securities of Kalyx.


 


(c)                  
No Conflicts. No filing with, or notification to, any Governmental Authority, and no consent, approval, authorization or
permit of any other person is necessary for the execution of this Agreement by Holder, the performance of its obligations hereunder
or the consummation by it of the transactions contemplated hereby. None of the execution and delivery of this Agreement by Holder,
the performance of its obligations hereunder or the consummation by it of the transactions contemplated hereby shall (i) conflict
with or result in any breach of the certificate of incorporation, bylaws or other comparable organizational documents of Holder,
if applicable, (ii) result in, or give rise to, a violation or breach of or a default under any of the terms of any Contract or
obligation to which Holder is a party or by which Holder or any of the Shares or its other assets may be bound, or (iii) violate
any applicable Law or Order, except for any of the foregoing in clauses (i) through (iii) as would not reasonably be expected
to impair Holder’s ability to perform its obligations under this Agreement in any material respect.


 


(d)                 
No Inconsistent Agreements. Holder hereby covenants and agrees that, except for this Agreement, Holder (i) has not entered
into, nor will enter into at any time while this Agreement remains in effect, any voting agreement or voting trust with respect
to the Shares inconsistent with Holder’s obligations pursuant to this Agreement, (ii) has not granted, nor will grant at
any time while this Agreement remains in effect, a proxy, a consent or power of attorney with respect to the Shares and (iii)
has not entered into any agreement or knowingly taken any action (nor will enter into any agreement or knowingly take any action)
that would make any representation or warranty of Holder contained herein untrue or incorrect in any material respect or have
the effect of preventing Holder from performing any of its material obligations under this Agreement.


 






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4.            
Miscellaneous.


 


(a)                 
Termination. Notwithstanding anything to the contrary contained herein, this Agreement shall automatically terminate, and
none of the Company, Kalyx or Holder shall have any rights or obligations hereunder, upon the earliest to occur of (i) the mutual
written consent of the Company, Kalyx and Holder, (ii) the Effective Time (following the performance of the obligations of the
parties hereunder required to be performed at or prior to the Effective Time), and (iii) the date of termination of the Merger
Agreement in accordance with its terms. The termination of this Agreement shall not prevent any party hereunder from seeking any
remedies (at law or in equity) against another party hereto or relieve such party from liability for such party’s breach
of any terms of this Agreement. Notwithstanding anything to the contrary herein, the provisions of this Section 4(a) shall
survive the termination of this Agreement. 


 


(b)                 
Binding Effect; Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit
of the parties hereto and their respective permitted successors and assigns. This Agreement and all obligations of the Holder
are personal to the Holder and may not be transferred or delegated by the Holder at any time. The Company may freely assign any
or all of its rights under this Agreement, in whole or in part, to any successor entity (whether by merger, consolidation, equity
sale, asset sale or otherwise) without obtaining the consent or approval of the Holder.


 


(c)                 
Third Parties. Nothing contained in this Agreement or in any instrument or document executed by any party in connection
with the transactions contemplated hereby shall create any rights in, or be deemed to have been executed for the benefit of, any
person that is not a party hereto or thereto or a successor or permitted assign of such a party.


 


(d)                 
Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement
shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of law
principles thereof. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any
state or federal court located in New York, New York (or in any appellate courts thereof) (the “Specified Courts”).
Each party hereto hereby (i) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising
out of or relating to this Agreement brought by any party hereto and (ii) irrevocably waives, and agrees not to assert by
way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the
above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient
forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced
in or by any Specified Court. Each party agrees that a final judgment in any Action shall be conclusive and may be enforced in
other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party irrevocably consents to the service
of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated
by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable
address set forth or referred to in Section 4(g). Nothing in this Section 4(d) shall affect the right
of any party to serve legal process in any other manner permitted by applicable law.


 


(e)                  
WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT
IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (i) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THAT FOREGOING
WAIVER AND (ii) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER
THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 4(e).


 






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(f)                  
Interpretation. The titles and subtitles used in this Agreement are for convenience only and are not to be considered in
construing or interpreting this Agreement. In this Agreement, unless the context otherwise requires: (i) any pronoun used in this
Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs
shall include the plural and vice versa; (ii) “including” (and with correlative meaning “include”) means
including without limiting the generality of any description preceding or succeeding such term and shall be deemed in each case
to be followed by the words “without limitation”; (iii) the words “herein,” “hereto,” and
“hereby” and other words of similar import in this Agreement shall be deemed in each case to refer to this Agreement
as a whole and not to any particular section or other subdivision of this Agreement; and (iv) the term “or” means
“and/or”. The parties have participated jointly in the negotiation and drafting of this Agreement. Consequently, in
the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly
by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship
of any provision of this Agreement.


 


(g)                  
Notices. All notices, consents, waivers and other communications hereunder shall be in writing and shall be deemed to have
been duly given when delivered (i) in person, (ii) by facsimile or other electronic means, with affirmative confirmation of receipt,
(iii) one Business Day after being sent, if sent by reputable, nationally recognized overnight courier service or (iv) three (3)
Business Days after being mailed, if sent by registered or certified mail, pre-paid and return receipt requested, in each case
to the applicable party at the following addresses (or at such other address for a party as shall be specified by like notice):


 


	If
        to the Company, to:

         

        Atlantic
        Alliance Partnership Corp.

        590 Madison Avenue

        New York, New York 10022

        Attn: Jonathan Mitchell
	With
        a copy to (which shall not constitute notice):

         

        Ellenoff
        Grossman & Schole LLP

        1345 Avenue of the Americas, 11th Floor

        New York, New York 10105

        Attention: Douglas Ellenoff

        Facsimile No.: (212) 370-7889

        Telephone No.: (212) 370-1300

        Email: ellenoff@egsllp.com

	 	 
	If
        to Kalyx, to:

         

        Kalyx
        Development Inc.

        366 Madison Avenue, 11th Floor

        New York, New York 10017

        Attn: George M. Stone

        Facsimile No.: 212-315-3446
	With
        a copy to (which shall not constitute notice):

         

        Reitler
        Kailas & Rosenblatt LLC

        800 Third Avenue 21st Floor

        New York, New York 10022

        Attn: Scott Rosenblatt

        Fax No.: 212-371-5500

        Telephone
No: 212-209-3040

Email: srosenblatt@reitlerlaw.com



 


If
to the Holder, to: the address set forth under Holder’s name on the signature page hereto, with a copy (which will not
constitute notice) to, if not the party sending the notice, each of Kalyx and the Company (and each of their copies for notices
hereunder).


 






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(h)               
Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may
be waived (either generally or in a particular instance, and either retroactively or prospectively) only with the written consent
of the Company, Kalyx and the Holder. No failure or delay by a party in exercising any right hereunder shall operate as a waiver
thereof. No waivers of or exceptions to any term, condition, or provision of this Agreement, in any one or more instances, shall
be deemed to be or construed as a further or continuing waiver of any such term, condition, or provision.


 


(i)               
Severability. In case any provision in this Agreement shall be held invalid, illegal or unenforceable in a jurisdiction,
such provision shall be modified or deleted, as to the jurisdiction involved, only to the extent necessary to render the same
valid, legal and enforceable, and the validity, legality and enforceability of the remaining provisions hereof shall not in any
way be affected or impaired thereby nor shall the validity, legality or enforceability of such provision be affected thereby in
any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced,
the parties will substitute for any invalid, illegal or unenforceable provision a suitable and equitable provision that carries
out, so far as may be valid, legal and enforceable, the intent and purpose of such invalid, illegal or unenforceable provision.


 


(j)               
Specific Performance. Holder acknowledges that its obligations under this Agreement are unique, recognizes and affirms
that in the event of a breach of this Agreement by the Holder, money damages will be inadequate and the Company will have not
adequate remedy at law, and agree that irreparable damage would occur in the event that any of the provisions of this Agreement
were not performed by the Holder in accordance with their specific terms or were otherwise breached. Accordingly, the Company
shall be entitled to an injunction or restraining order to prevent breaches of this Agreement by the Holder and to enforce specifically
the terms and provisions hereof, without the requirement to post any bond or other security or to prove that money damages would
be inadequate, this being in addition to any other right or remedy to which such party may be entitled under this Agreement, at
law or in equity.


 


(k)              
Expenses. Each party shall be responsible for its own fees and expenses (including the fees and expenses of investment
bankers, accountants and counsel) in connection with the entering into of this Agreement, the performance of its obligations hereunder
and the consummation of the transactions contemplated hereby; provided, that in the event of any Action arising out of or relating
to this Agreement, the non-prevailing party in any such Action will pay its own expenses and the reasonable documented out-of-pocket
expenses, including reasonable attorneys’ fees and costs, reasonably incurred by the prevailing party.


 


(l)               
No Partnership, Agency or Joint Venture. This Agreement is intended to create a contractual relationship between Holder
and Kalyx, on the one hand, and the Company, on the other hand, and is not intended to create, and does not create, any agency,
partnership, joint venture or any like relationship among the parties hereto or among any other Company shareholders entering
into voting agreements with the Company. Holder is not affiliated with any other holder of securities of the Company entering
into a voting agreement with the Company in connection with the Merger Agreement and has acted independently regarding its decision
to enter into this Agreement. Nothing contained in this Agreement shall be deemed to vest in the Company any direct or indirect
ownership or incidence of ownership of or with respect to any Shares.


 






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(m)               
Further Assurances. From time to time, at another party’s request and without further consideration, each party shall
execute and deliver such additional documents and take all such further action as may be reasonably necessary or desirable to
consummate the transactions contemplated by this Agreement.


 


(n)                 
Entire Agreement. This Agreement (together with the Merger Agreement to the extent referred to herein) constitutes the
full and entire understanding and agreement among the parties with respect to the subject matter hereof, and any other written
or oral agreement relating to the subject matter hereof existing between the parties is expressly canceled; provided,
that, for the avoidance of doubt, the foregoing shall not affect the rights and obligations of the parties under the Merger Agreement
or any Ancillary Document. Notwithstanding the foregoing, nothing in this Agreement shall limit any of the rights or remedies
of the Company or any of the obligations of the Holder under any other agreement between the Holder and the Company or any certificate
or instrument executed by the Holder in favor of the Company, and nothing in any other agreement, certificate or instrument shall
limit any of the rights or remedies of the Company or any of the obligations of the Holder under this Agreement.


 


(o)                 
Counterparts; Facsimile. This Agreement may also be executed and delivered by facsimile or electronic signature or by email
in portable document format in two or more counterparts, each of which shall be deemed an original, but all of which together
shall constitute one and the same instrument.


 


[Remainder
of Page Intentionally Left Blank; Signature Page Follows]


 






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IN
WITNESS WHEREOF, the parties have executed this Voting Agreement as of the date first written above.


 


	The
    Company:	 
	 	 
	Atlantic
    Alliance Partnership Corp.	 
	 	 	 
	By:		 
	Name:	Iain
    Abrahams	 
	Title:	Chief
    Executive Officer	 
	 	 	 
	Kalyx:	 
	 	 
	Kalyx
    Development, Inc.	 
	 	 	 
	By:		 
	Name:	George
    M. Stone	 
	Title:	Chief
    Executive Officer	 


 


	The
    Holder:	 
	 	 
	By:		 
	Name:	      	 



 


Number and Type of Shares: 


 


 


Address for Notice: 


 


Address:                                                                                              


 


                                                                                                              


 


                                                                                                              


 


Facsimile
No.:                                                                                      


 


Telephone
No.:                                                                                    


 


Email:
                                                                                                   :



 






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