Exhibit 10.3


 


INVESTMENT
MANAGEMENT TRUST AGREEMENT


 


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”).


 


WHEREAS,
the Company’s registration statement on Form S-1, No. 333-202235 (the “Registration Statement”)
and prospectus (the “Prospectus”) for the initial public offering of the Company’s ordinary shares,
no par value (the “Ordinary Shares”; such initial public offering hereinafter referred to as the “Offering”),
has been declared effective as of the date hereof by the U.S. Securities and Exchange Commission; and


 


WHEREAS,
the Company has entered into an Underwriting Agreement (the “Underwriting Agreement”) with Citigroup
Global Markets Inc. (the “Underwriter”); and


 


WHEREAS,
as described in the Registration Statement, $78,750,000 of the gross proceeds of the Offering and sale of the Placement Shares
(as defined in the Underwriting Agreement) (or $90,562,500 if the Underwriter’s over-allotment option is exercised in full)
will be delivered to the Trustee to be deposited and held in a segregated trust account located at all times in the United States
(the “Trust Account”) for the benefit of the Company and the holders of the Ordinary Shares issued in
the Offering as hereinafter provided (the amount to be delivered to the Trustee (and any interest subsequently earned thereon)
is referred to herein as the “Property,” the shareholders for whose benefit the Trustee shall
hold the Property will be referred to as the “Public Shareholders,” and the Public Shareholders and
the Company will be referred to together as the “Beneficiaries”); and


 


WHEREAS,
pursuant to the Underwriting Agreement, a portion of the Property equal to $2,625,000, or $3,018,750 if the Underwriters’
over-allotment option is exercised in full is attributable to deferred underwriting discounts and commissions that may be payable
to the Underwriter upon the consummation of the Business Combination (as defined below) (the “Deferred Discount”);
and


 


WHEREAS,
the Company and the Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee
shall hold the Property.


 


NOW
THEREFORE, IT IS AGREED:


 


1.
Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to:


 


(a)
Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in the Trust Account established
by the Trustee at J.P. Morgan Chase Bank N.A. and at a brokerage institution selected by the Trustee that is reasonably satisfactory
to the Company;


 


(b)
Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein;


 


(c)
In a timely manner, upon the written instruction of the Company, invest and reinvest the Property in United States government
securities within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a
maturity of 180 days or less, or in money market funds meeting the conditions of paragraphs (c)(2), (c)(3), (c)(4) and (c)(5) of
Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended, which invest only in direct U.S. government treasury
obligations, as determined by the Company; the Trustee may not invest in any other securities or assets, it being understood that
the Trust Account will earn no interest while account funds are uninvested awaiting the Company’s instructions hereunder;


 


(d)
Collect and receive, when due, all interest or other income arising from the Property, which shall become part of the “Property,”
as such term is used herein;


 


(e)
Promptly notify the Company of all communications received by the Trustee relating to the withdrawal of principal;


 






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(f)
Supply any necessary information or documents as may be requested by the Company (or its authorized agents) in connection with
the Company’s preparation of the tax returns relating to assets held in the Trust Account;


 


(g)
Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when
instructed by the Company to do so;


 


(h)
Render to the Company monthly written statements of the activities of, and amounts in, the Trust Account reflecting all receipts
and disbursements of the Trust Account;


 


(i)
Commence liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the
terms of a letter from the Company (“Termination Letter”) in a form substantially similar to that attached
hereto as either Exhibit A or Exhibit B signed on behalf of the Company by its Chief Executive
Officer, Chief Financial Officer or Chairman of the board of directors (the “Board”) or other authorized
officer of the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including
interest not previously released to the Company to pay its taxes (less up to $100,000 of interest that may be released to the
Company to pay dissolution expenses in the case of Exhibit B), only as directed in the Termination Letter and the other documents
referred to therein, or (y) November 4, 2016, if a Termination Letter has not been received by the Trustee prior to such
date, in which case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter
attached as Exhibit B and the Property in the Trust Account including interest not previously released to
the Company to pay its taxes (less up to $100,000 of interest that may be released to the Company to pay dissolution expenses)
shall be distributed to the Public Shareholders of record as of such date; provided, however, that in
the event the Trustee receives a Termination Letter in a form substantially similar to Exhibit B hereto,
or if the Trustee begins to liquidate the Property because it has received no such Termination Letter by November 4, 2016, the
Trustee shall keep the Trust Account open until twelve (12) months following the date the Property has been distributed to the
Public Shareholders; the provisions of this paragraph 1(i) notwithstanding, it is agreed that the Trustee shall have no obligation
to monitor, calculate or insure that the Company has reserved funds to meet its income tax obligations;


 


(j)
Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto
as Exhibit C (a “Tax Payment Withdrawal Instruction”), withdraw from the Trust
Account and distribute to the Company the amount of interest earned on the Property requested by the Company to cover any tax
obligation owed by the Company as a result of assets of the Company or interest or other income earned on the Property, which
amount shall be delivered directly to the Company by electronic funds transfer or other method of prompt payment, and the Company
shall forward such payment to the relevant taxing authority; provided, however, that to the extent there
is not sufficient cash in the Trust Account to pay such tax obligation, the Trustee shall liquidate such assets held in the Trust
Account as shall be designated by the Company in writing to make such distribution so long as there is no reduction in the principal
amount initially deposited in the Trust Account. The written request of the Company referenced above shall constitute presumptive
evidence that the Company is entitled to said funds, and the Trustee shall have no responsibility to look beyond said request;


 


(k)
Not make any withdrawals or distributions from the Trust Account other than pursuant to Section 1(i) or (j) above;
and


 


(l)
Within four (4) business days after the Underwriters exercise the over-allotment option (or any unexercised portion thereof)
or such over-allotment expires, provide the Trustee with a notice in writing of the total amount of the Deferred Discount, which
shall in no event be less than $2,625,000.


 


2.
Agreements and Covenants of the Company. The Company hereby agrees and covenants to:


 


(a)
Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board, President, Chief
Executive Officer or Chief Financial Officer. In addition, except with respect to its duties under Sections 1(i) and
1(j) hereof, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic
advice or instruction which it, in good faith and with reasonable care, believes to be given by any one of the persons authorized
above to give written instructions, provided that the Company shall promptly confirm such instructions in writing;


 






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(b)
Subject to Section 4 hereof, hold the Trustee harmless and indemnify the Trustee from and against any and
all expenses, including reasonable counsel fees and disbursements, or losses suffered by the Trustee in connection with any action
taken by it hereunder and in connection with any action, suit or other proceeding brought against the Trustee involving any claim,
or in connection with any claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee
hereunder, or the Property or any interest earned on the Property, except for expenses and losses resulting from the Trustee’s
gross negligence, fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement
of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b),
it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”).
The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; provided that
the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably
withheld. The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which such
consent shall not be unreasonably withheld. The Company may participate in such action with its own counsel;


 


(c)
Pay the Trustee the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration
fee, and transaction processing fee which fees shall be subject to modification by the parties from time to time. It is expressly
understood that the Property shall not be used to pay such fees unless and until it is distributed to the Company pursuant to Section
1(i) hereof. The Company shall pay the Trustee the initial acceptance fee and the first monthly fee at the consummation
of the Offering. The Trustee shall refund to the Company the monthly fee (on a pro rata basis) with respect to any period after
the liquidation of the Trust Account. The Company shall not be responsible for any other fees or charges of the Trustee except
as set forth in this Section 2(c), Schedule A and as may be provided in Section 2(b) hereof;


 


(d)
In connection with any vote of the Company’s shareholders regarding a share exchange, share reconstruction and amalgamation,
contractual control arrangement with, purchase of all or substantially all of the assets of, or engaging in any other similar
business combination with one or more businesses or entities (the “Business Combination”), provide to
the Trustee an affidavit or certificate of the inspector of elections for the shareholder meeting verifying the vote of such shareholders
regarding such Business Combination;


 


(e)
Provide Citigroup Global Markets Inc. with a copy of any Termination Letter(s) and/or any other correspondence that is sent
to the Trustee with respect to any proposed withdrawal from the Trust Account promptly after it issues the same; and


 


(f)
Instruct the Trustee to make only those distributions that are permitted under this Agreement, and refrain from instructing the
Trustee to make any distributions that are not permitted under this Agreement.


 


 


3.
Limitations of Liability. The Trustee shall have no responsibility or liability to:


 


(a)
Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this
agreement and that which is expressly set forth herein;


 


(b)
Take any action with respect to the Property, other than as directed in Section 1 hereof, and the Trustee
shall have no liability to any party except for liability arising out of the Trustee’s gross negligence, fraud or willful
misconduct;


 


(c)
Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding
of any kind with respect to, any of the Property unless and until it shall have received instructions from the Company given as
provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident
thereto;


 


(d)
Refund any depreciation in principal of any Property;


 






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(e)
Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless
provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the
Trustee;


 


(f)
The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or
omitted, in good faith and in the Trustee’s best judgment, except for the Trustee’s gross negligence, fraud or willful
misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion
or advice of counsel (including counsel chosen by the Trustee, which counsel may be the Company’s counsel), statement, instrument,
report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but
also as to the truth and acceptability of any information therein contained) which the Trustee believes, in good faith and with
reasonable care, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by
any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless
evidenced by a written instrument delivered to the Trustee, signed by the proper party or parties and, if the duties or rights
of the Trustee are affected, unless it shall give its prior written consent thereto;


 


(g)
Verify the accuracy of the information contained in the Registration Statement;


 


(h)
Provide any assurance that any Business Combination entered into by the Company or any other action taken by the Company is as
contemplated by the Registration Statement;


 


(i)
File information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic
written statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned
on the Property;


 


(j)
Prepare, execute and file tax reports, income or other tax returns and pay any taxes with respect to any income generated by,
and activities relating to, the Trust Account, regardless of whether such tax is payable by the Trust Account or the Company,
including, but not limited to, income tax obligations, except pursuant to Section 1(j) hereof; or


 


(k)
Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections
1(i) and 1(j) hereof.


 


4.
Trust Account Waiver. The Trustee has no right of set-off or any right, title, interest or claim of any kind (“Claim”)
to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account
that it may have now or in the future. In the event the Trustee has any Claim against the Company under this Agreement, including,
without limitation, under Section 2(b) or Section 2(c) hereof, the Trustee shall pursue
such Claim solely against the Company and its assets outside the Trust Account and not against the Property or any monies in the
Trust Account.


 


5.
Termination. This Agreement shall terminate as follows:


 


(a)
If the Trustee gives written notice to the Company that it desires to resign under this Agreement, the Company shall use its reasonable
efforts to locate a successor trustee, pending which the Trustee shall continue to act in accordance with this Agreement. At such
time that the Company notifies the Trustee that a successor trustee has been appointed and has agreed to become subject to the
terms of this Agreement, the Trustee shall transfer the management of the Trust Account to the successor trustee, including but
not limited to the transfer of copies of the reports and statements relating to the Trust Account, whereupon this Agreement shall
terminate; provided, however, that in the event that the Company does not locate a successor trustee within
ninety (90) days of receipt of the resignation notice from the Trustee, the Trustee may submit an application to have the Property
deposited with any court in the State of New York or with the United States District Court for the Southern District of New York
and upon such deposit, the Trustee shall be immune from any liability whatsoever; or


 






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(b)
At such time that the Trustee has completed the liquidation of the Trust Account and its obligations in accordance with the provisions
of Section 1(i) hereof (which section may not be amended under any circumstances other than in connection
with an extension of the date set forth therein and then only with the Consent of the Shareholders in accordance with Section
6(d) below) and distributed the Property in accordance with the provisions of the Termination Letter, this Agreement shall
terminate except with respect to Section 2(b).


 


6.
Miscellaneous.


 


(a)
The Company and the Trustee each acknowledge that the Trustee will follow the security procedures set forth below with respect
to funds transferred from the Trust Account. The Company and the Trustee will each restrict access to confidential information
relating to such security procedures to authorized persons. Each party must notify the other party immediately if it has reason
to believe unauthorized persons may have obtained access to such confidential information, or of any change in its authorized
personnel. In executing funds transfers, the Trustee shall rely upon all information supplied to it by the Company, including,
account names, account numbers, and all other identifying information relating to a Beneficiary, Beneficiary’s bank or intermediary
bank. Except for any liability arising out of the Trustee’s gross negligence, fraud or willful misconduct, the Trustee shall
not be liable for any loss, liability or expense resulting from any error in the information or transmission of the funds.


 


(b)
This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving
effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. This
Agreement may be executed in several original or facsimile counterparts, each one of which shall constitute an original, and together
shall constitute but one instrument.


 


(c)
This Agreement contains the entire agreement and understanding of the parties hereto with
respect to the subject matter hereof. Except for Section 1(i) hereof (which section may not be amended
under any circumstances other than in connection with an extension of the date set forth therein, and then only with the Consent
of the Shareholders in accordance with Section 6(d) below), this Agreement or any
provision hereof may only be changed, amended or modified (other than to correct a typographical error) by a writing signed by
each of the parties hereto.


 


(d)
This Agreement or any provision hereof may only be changed, amended or modified pursuant to Section 6(c) hereof
with the Consent of the Shareholders; provided, however, that no such change, amendment or modification
may be made to Section 1(i) hereof (which section may not be amended under any circumstances other than in connection
with an extension of the date set forth therein, and then only with the Consent of the Shareholders), it being the specific intention
of the parties hereto that each of the Public Shareholders is, and shall be, a third party beneficiary of this Section 6(d) with
the same right and power to enforce this Section 6(d) as the other parties hereto. For purposes of this Section 6(d),
the “Consent of the Shareholders” means receipt by the Trustee of a certificate from the inspector of
elections of the shareholder meeting certifying the affirmative vote of at least 65% of the then outstanding Ordinary Shares attending
and voting on such change, amendment or modification at a meeting of shareholders of the Company; provided that no such amendment
will affect any Public Shareholder who has otherwise indicated his election to redeem his Ordinary Shares in connection with a
shareholder vote sought to amend this Agreement to extend to the time he would be entitled to a return of his pro rata amount
in the Trust Account. Except for any liability arising out of the Trustee’s gross negligence, fraud or willful misconduct,
the Trustee may rely conclusively on the certification from the inspector or elections referenced above and shall be relieved
of all liability to any party for executing the proposes amendment in reliance thereon.


  


(e)
The parties hereto consent to the jurisdiction and venue of any state or federal court located in the City of New York, State
of New York, for purposes of resolving any disputes hereunder. AS TO ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN ANY WAY RELATING
TO THIS AGREEMENT, EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY.


 


(f)
Any notice, consent or request to be given in connection with any of the terms or provisions of this Agreement shall be in writing
and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery
or by facsimile transmission:


 






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if to the
Trustee, to:


 


Continental
Stock Transfer & Trust Company


17 Battery Place


New York, New York 10004


Attn: Steven G. Nelson or Frank Di Paolo


Fax No.: (212) 509-5150


 


if to the
Company, to:


 


Atlantic
Alliance Partnership Corp.


c/o Mark D. Klein


590 Madison Avenue 


New York, New York 10022


Attn: Jonathan Goodwin


Fax No.:


 


in each
case, with copies to:


 


Ellenoff
Grossman & Schole LLP


1345 Avenue
of the Americas


New York,
NY 10105


Attn: Douglas Ellenoff, Esq. 


Fax No.: (212) 370-7889


 


and


 


Citigroup
Global Markets Inc.


388 Greenwich Street


New York, NY 10013


Attn.: Eric Wooley


Fax
No.: (212) 816-7912


 


and


 


Citigroup
Global Markets Inc.`


388 Greenwich Street


New York, NY 10013


Attn.: General Counsel


Fax No.: (212) 816-7912


 


and


 


Weil, Gotshal
& Manges LLP


767 Fifth
Avenue


New York,
NY 10153


Attn: Jennifer Bensch, Esq.


Fax No.:
(212) 310-8007


 


(g)
Each of the Company and the Trustee hereby represents that it has the full right and power and has been duly authorized to enter
into this Agreement and to perform its respective obligations as contemplated hereunder. The Trustee acknowledges and agrees that
it shall not make any claims or proceed against the Trust Account, including by way of set-off, and shall not be entitled to any
funds in the Trust Account under any circumstance.


 






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(h)
Each of the Company and the Trustee hereby acknowledges and agrees that Citigroup Global Markets Inc., on behalf of the Underwriters,
is a third party beneficiary of this Agreement.


 


(i)
Except as specified herein, no party to this Agreement may assign its rights or delegate its obligations hereunder to any other
person or entity.


 


[Signature
Page Follows]


 




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IN
WITNESS WHEREOF, the parties have duly executed this Investment Management Trust Agreement as of the date first written above.


 


	 	Continental
    Stock Transfer & Trust Company, as Trustee
	 	 	 
	 	By:	/s/
    Frank Di Paolo
	 	 	Name: Frank Di
    Paolo
	 	 	Title: Vice President
	 	 	 
	 	Atlantic
    Alliance Partnership Corp.
	 	 	 
	 	By:	/s/
    Jonathan Goodwin
	 	 	Name: Jonathan
    Goodwin
	 	 	Title: Chief Executive
    Officer


 


[Signature
Page to Investment Management Trust Agreement]


 






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SCHEDULE
A


 





	Fee Item	 	Time and method of payment	 	Amount	 
	 	 	 	 	 	 
	 Investment Management Trust Set-up fee 
	 	Payable at initial closing of Offering prior to the funding of the Trust account	 	$	2,000	 
	 	 	 	 	 	 	 
	Trustee administration fee	 	Payable annually. First year fee payable, at 
 initial closing of Offering by wire transfer,
 thereafter by wire transfer or check.	 	$	10,000	 
	 	 	 	 	 	 	 
	Transaction processing fee for 
 disbursements to Company under Sections 
 1(i) and 1(j)	 	Deduction by Trustee from accumulated income
 following disbursement made to Company 
 under Section 1	 	$	250	 
	 	 	 	 	 	 	 
	Paying Agent services as required pursuant 
 to Section 1(i)	 	Billed to Company upon delivery of service 
 pursuant to Section 1(i)	 	 	Prevailing rates	 








 






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EXHIBIT A


 


[Letterhead
of Company]


 


[Insert
date]


 


Continental
Stock Transfer & Trust Company

17 Battery Place

New York, New York 10004

Attn: Steven G. Nelson or Frank Di Paolo


 


Re:
Trust Account No. Termination Letter


 


Gentlemen:


 


Pursuant
to Section 1(i) of the Investment Management Trust Agreement between Atlantic Alliance Partnership Corp.
(the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”),
dated as of ________, 2015 (the “Trust Agreement”), this is to advise you that the Company has entered
into an agreement with (the “Target Business”) to consummate a business combination with Target Business
(the “Business Combination”) on or about [insert date]. The Company shall notify you at
least forty-eight (48) hours in advance of the actual date of the consummation of the Business Combination (the “Consummation
Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


In
accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust
Account on [insert date], and to transfer the proceeds into the trust checking account at JP Morgan Chase Bank, N.A.
to the effect that, on the Consummation Date, all of funds held in the Trust Account will be immediately available for transfer
to the account or accounts that the Company and Citigroup Global Markets, Inc. (“Citi”) shall direct
on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust checking account at JP
Morgan Chase Bank, N.A. awaiting distribution, the Company will not earn any interest or dividends.


 


On
the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination
has been consummated, or will be consummated concurrently with your transfer of funds to the accounts as directed by the Company
and Citi (the “Notification”) and (ii) the Company shall deliver to you (a) [an affidavit]
[a certificate] of the Chief Executive Officer, which verifies that the Business Combination has been approved by a vote of the
Company’s shareholders, if a vote is held and (b) joint written instruction signed by the Company and Citi with respect
to the transfer of the funds held in the Trust Account, including payment of the Deferred Discount from the Trust Account directly
to the account or accounts specified by Citi therein (the “Instruction Letter”). You are hereby directed
and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction
Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may
not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company
shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to
the Company; provided, that the full amount of the Deferred Discount shall be transferred on the Consummation Date as set forth
above. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating
the Trust Account, your obligations under the Trust Agreement shall be terminated.


 




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In
the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have
not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written
instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of
the Trust Agreement on the business day immediately following the Consummation Date as set forth in the notice as soon thereafter
as possible.


 





	 	Very truly yours,
	 	 	 
	 	Atlantic Alliance Partnership Corp.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 


cc: Citigroup
Global Markets Inc.


 






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EXHIBIT B


 


[Letterhead
of Company]


 


[Insert
date]


 


Continental
Stock Transfer & Trust Company

17 Battery Place

New York, New York 10004

Attn: Steven G. Nelson or Frank Di Paolo


 


Re:
Trust Account No.       Termination Letter


 


Gentlemen:


 


Pursuant
to Section 1(i) of the Investment Management Trust Agreement between Atlantic Alliance Partnership Corp.
(the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”),
dated as of ________, 2015 (the “Trust Agreement”), this is to advise you that the Company has been
unable to effect a business combination with a Target Business (the “Business Combination”) within the
time frame specified in the Company’s Amended and Restated Memorandum and Articles of Association, as described in the Company’s
Prospectus relating to the Offering. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust
Agreement.


 


In
accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account
on           , 20       and to transfer the total proceeds into the trust checking account at JP Morgan Chase Bank, N.A. to await distribution
to the Public Shareholders. The Company has selected [         ](1) as the record date for the purpose of determining the Public
Shareholders entitled to receive their share of the liquidation proceeds. You agree to be the Paying Agent of record and, in your
separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public Shareholders in accordance
with the terms of the Trust Agreement and the Amended and Restated Memorandum and Articles of Association of the Company. Upon
the distribution of all the funds, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise
provided in Section 1(j) of the Trust Agreement.


 


	 	Very
    truly yours,
	 	 	 
	 	Atlantic
    Alliance Partnership Corp.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


cc: Citigroup
Global Markets Inc.


 





(1) 18 months
from the closing of the Offering.

 






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EXHIBIT C


 


[Letterhead
of Company]


 


[Insert
date]


 


Continental
Stock Transfer & Trust Company

17 Battery Place

New York, New York 10004

Attn: [Accounting Department: Frank Di Paolo and Cynthia Jordan]


 


Re:
Trust Account No.           Tax Payment Withdrawal Instruction


 


Gentlemen:


 


Pursuant
to Section 1(j) of the Investment Management Trust Agreement between Atlantic Alliance Partnership Corp.
(the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”),
dated as of ________, 2015 (the “Trust Agreement”), the Company hereby requests that you deliver
to the Company $ of the 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.


 


The
Company needs such funds to pay for the tax obligations as set forth on the attached tax return or tax statement. In accordance
with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly
upon your receipt of this letter to the Company’s operating account at:


 


[WIRE
INSTRUCTION INFORMATION]


 


	 	Very
    truly yours,
	 	 	 
	 	Atlantic
    Alliance Partnership Corp.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


cc: Citigroup
Global Markets Inc.


  


 


13