Exhibit 10.1


 


April
28, 2015


 


Atlantic
Alliance Partnership Corp.


c/o
Mark D. Klein


590
Madison Avenue


New
York, New York 10022


 


Re:
Initial Public Offering


 


Ladies
and Gentlemen:


 


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.


 


In
order to induce the Company and the Underwriters to enter into the Underwriting Agreement and to proceed with the Public Offering
and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, AAP Sponsor (PTC)
Corp (the “Sponsor”), and Jonathan Goodwin, Mark Klein, Waheed Alli and Jonathan Mitchell, individually,
for purposes of paragraph 4 only, and as shareholders of the Sponsor and officers and directors of the Company with respect to
the remainder of this Agreement (collectively, the “Insiders”), hereby agree with the Company as follows:


 


1.
The Sponsor and each Insider agrees that if the Company seeks shareholder approval of a proposed Business Combination, then in
connection with such proposed Business Combination, it shall vote all Founder Shares and Placement Shares held by it and any shares
acquired by it in the Public Offering or the secondary public market in favor of such proposed Business Combination.


 


2.
The Sponsor and each Insider hereby agrees that in the event that the Company fails to consummate a Business Combination (as described
in the Underwriting Agreement) within 18 months from the closing of the Public Offering, or such later period approved by the
Company’s shareholders in accordance with the Company’s amended and restated memorandum and articles of association,
the Sponsor and each Insider shall take all reasonable steps to cause the Company to (i) cease all operations except for
the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem
100% of the Ordinary Shares sold in the Public Offering (the “Offering Shares”), at a per-share
price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest not previously
released to the Company to pay its tax obligations (less up to $100,000 of interest to pay dissolution expenses), divided by the
number of then outstanding public shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders
(including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly
as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the
Company’s board of directors, commence a voluntary liquidation and thereby a formal dissolution, subject in each case to
the Company’s obligations under the laws of the British Virgin Islands, to provide for claims of creditors and requirements
of applicable law. The Sponsor and each Insider agrees to not propose any amendment to the Company’s amended and restated
memorandum and articles of association that would affect the substance or timing of the Company’s obligation to redeem 100%
of the Offering Shares if the Company does not complete a Business Combination within 18 months from the closing of the Public
Offering, unless the Company provides its Public Shareholders with the opportunity to redeem their Ordinary Shares upon approval
of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account
including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations,
divided by the number of then outstanding public shares.


 






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The
Sponsor and each Insider acknowledges that it has no right, title, interest or claim of any kind in or to any monies held in the
Trust Account or any other asset of the Company as a result of any liquidation of the Company with respect to the Founder Shares
or Placement Shares. The Sponsor and each Insider hereby further waives, with respect to any Ordinary Shares held by it, any redemption
rights it may have in connection with the consummation of a Business Combination, including, without limitation, any such rights
available in the context of a shareholder vote to approve such Business Combination or in the context of a tender offer made by
the Company to purchase Ordinary Shares (although the Sponsor and each Insider shall be entitled to redemption and liquidation
rights with respect to any Ordinary Shares (other than the Founder Shares and Placement Shares) it holds if the Company fails
to consummate a Business Combination within 18 months from the date of the closing of the Public Offering).


 


3.
During the period commencing on the effective date of the Underwriting Agreement and ending 180 days after such date, the Sponsor
and each Insider shall not (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase
or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or
liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934,
as amended, and the rules and regulations of the Commission promulgated thereunder, with respect to any Ordinary Shares,
or any securities convertible into, or exercisable, or exchangeable for, Ordinary Shares owned by him, her or it, (ii) enter
into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership
of any Ordinary Shares, or any securities convertible into, or exercisable, or exchangeable for, Ordinary Shares owned by them,
whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (iii) publicly announce
any intention to effect any transaction specified in clause (i) or (ii). 


 


4.
In the event of the liquidation of the Trust Account, each of Jonathan Goodwin, Mark Klein, Waheed Alli and Jonathan Mitchell
(each an “Indemnitor” and collectively the “Indemnitors”) agrees, jointly
and severally, to indemnify and hold harmless the Company against any and all loss, liability, claim, damage and expense
whatsoever (including, but not limited to, any and all legal or other expenses reasonably incurred in investigating, preparing
or defending against any litigation, whether pending or threatened, or any claim whatsoever) to which the Company may become subject
as a result of any claim by (i) any third party for services rendered or products sold to the Company or (ii) a prospective
target business with which the Company has entered into an acquisition agreement (a “Target”); provided, however,
that such indemnification of the Company by the Indemnitors shall apply only to the extent necessary to ensure that such claims
by a third party for services rendered (other than the Company’s independent public accountants) or products sold to the
Company or a Target do not reduce the amount of funds in the Trust Account to below the lesser of (i) $10.50 per share of
the Offering Shares and (ii) the actual amount per share of the Offering Shares held in the Trust Account due to reductions
in the value of the trust assets as of the date of the liquidation of the Trust Account, in each case including interest earned
on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations, and, provided, further,
that only if such third party or Target has not executed an agreement waiving claims against and all rights to seek access to
the Trust Account whether or not such agreement is enforceable. In the event that any such executed waiver is deemed to be unenforceable
against such third party, the Indemnitors shall not be responsible for any liability as a result of any such third party claims.
Notwithstanding any of the foregoing, such indemnification of the Company by the Indemnitors shall not apply as to any claims
under the Company’s obligation to indemnify the Underwriters against certain liabilities, including liabilities under the
Securities Act of 1933, as amended. Each Indemnitor shall have the right to defend against any such claim with counsel of its
choice reasonably satisfactory to the Company if, within 15 days following written receipt of notice of the claim to each such
Indemnitor, such Indemnitor notifies the Company in writing that he shall undertake such defense.


 


5.
To the extent that the Underwriters do not exercise their over-allotment option to purchase an additional 1,125,000 Ordinary Shares
(as described in the Prospectus), the Sponsor agrees that it shall return to the Company, on a pro rata basis in accordance with
the percentage of Founder Shares held by it, for cancellation at no cost, a number of Founder Shares equal to 281,250 multiplied
by a fraction, (i) the numerator of which is 1,125,000 minus the number of Ordinary Shares purchased by the Underwriters
upon the exercise of their over-allotment option, and (ii) the denominator of which is 1,125,000. The Sponsor further agrees
that to the extent that (a) the size of the Public Offering is increased or decreased and (b) the Sponsor has either
purchased or sold Ordinary Shares or an adjustment to the number of Founder Shares has been effected by way of a stock split,
stock dividend, reverse stock split, contribution back to capital or otherwise, in each case in connection with such increase
or decrease in the size of the Public Offering, then (A) the references to 1,125,000 in the numerator and denominator of
the formula in the immediately preceding sentence shall be changed to a number equal to 15% of the number of shares included
in the Ordinary Shares issued in the Public Offering and (B) the reference to 281,250 in the formula set forth in the
immediately preceding sentence shall be adjusted to such number of Ordinary Shares that the Sponsor would have to return to the
Company in order to hold an aggregate of 20.0% of the Company’s issued and outstanding public shares and founder shares
after the Public Offering. 


 






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6.
(a) The Sponsor and each Insider hereby agrees not to participate in the formation of, or become an officer or director of,
any other blank check company until the Company has entered into a definitive agreement with respect to a Business Combination
or the Company has failed to complete a Business Combination within 18 months after the closing of the Public Offering.


 


(b)
The Sponsor and each Insider hereby agrees and acknowledges that: (i) each of the Underwriters and the Company would be irreparably
injured in the event of a breach by such Sponsor or such Insider of its respective obligations under paragraph 6(a), (ii) monetary
damages may not be an adequate remedy for such breach and (iii) the non-breaching party shall be entitled to injunctive relief,
in addition to any other remedy that such party may have in law or in equity, in the event of such breach.


 


7.
(a) Subject to certain limited exceptions, the Sponsor and each Insider agrees not to sell, assign, transfer or dispose of
the Founder Shares until one year after the completion of an initial Business Combination or earlier if, subsequent to an initial
Business Combination, (x) the last sale price of the Ordinary Shares equals or exceeds $12.00 per share (as adjusted for stock
splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing
at least 150 days after an initial Business Combination, or (y) the date on which the Company completes a liquidation, merger,
stock exchange or other similar transaction after an initial Business Combination that results in all of the Company’s shareholders
having the right to exchange their Ordinary Shares for cash, securities or other property.


 


(b)
The Sponsor and each Insider agrees that none of them shall effectuate any Transfer of Placement Shares, until 30 days after the
completion of a Business Combination. The restrictions contained in paragraphs 7(a) and 7(b) hereof are collectively the “Lock-up”.


 


(c)
Notwithstanding the provisions set forth in paragraphs 7(a) and (b), in the event of (i) the Company’s liquidation
prior to the completion of an initial Business Combination or (ii) the completion of a liquidation, merger, stock exchange or
other similar transaction which results in all of the Company’s shareholders having the right to exchange their Ordinary
Shares for cash, securities or other property subsequent to the Company’s completion of an initial Business Combination,
the lockup period shall terminate. Transfers of the Founder Shares and Placement Shares are further permitted as set forth in
clauses (i) through (vi) below, provided that any transferees enter into a written agreement agreeing to be bound by the Lock-up.
Permitted transfers include: (i) transfers to the Company’s officers or directors, any affiliates or family members of any
of the Company’s officers or directors, any equity holders of the Sponsor or their affiliates, or any affiliates of the
Sponsor, (ii) transfers by gift to an equity holder of the Sponsor’s immediate family or to a trust, the beneficiary of
which is an equity holder of the Sponsor’s immediate family, an affiliate of the Sponsor or to a charitable organization;
(iii) transfers by virtue of laws of descent and distribution upon the death of an equity holder of the Sponsor or an officer
or director; (iv) transfers pursuant to a qualified domestic relations order of an equity holder or an officer or director; (v)
transfers by virtue of the laws of the British Virgin Islands or the Sponsor’s memorandum and articles of association or
the rights attaching to the equity interests in the Sponsor upon dissolution of the Sponsor; and (vi) transfers by private sales
or transfers made in connection with the consummation of an initial Business Combination at prices no greater than the price at
which such shares were originally purchased.


 


8.
Each Insider’s biographical information furnished to the Company that is included in the Prospectus is true and accurate
in all respects and does not omit any material information with respect to such Insider’s background. Each Insider’s
questionnaire furnished to the Company is true and accurate in all respects with regard to such Insider. Each Insider represents
and warrants that: such Insider is not subject to or a respondent in any legal action for, any injunction, cease-and-desist order
or order or stipulation to desist or refrain from any act or practice relating to the offering of securities in any jurisdiction;
such Insider has never been convicted of, or pleaded guilty to, any crime (i) involving fraud, (ii) relating to any
financial transaction or handling of funds of another person, or (iii) pertaining to any dealings in any securities and such
Insider is not currently a defendant in any such criminal proceeding; and neither such Insider nor the Sponsor has ever been suspended
or expelled from membership in any securities or commodities exchange or association or had a securities or commodities license
or registration denied, suspended or revoked.


 






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9.
Except as disclosed in the Prospectus, neither the Sponsor nor any affiliate of the Sponsor, nor any director or officer of the
Company, shall receive any finder’s fee, reimbursement, consulting fee, monies in respect of any repayment of a loan or
other compensation prior to, or in connection with any services rendered in order to effectuate the consummation of the Company’s
initial Business Combination (regardless of the type of transaction that it is), other than the following: repayment of a loan
of up to a total of $100,000 made to the Company by an affiliate of its Chairman, Chief Executive Officer and President, pursuant
to a Promissory Note dated January 16, 2015; reimbursement for any out-of-pocket expenses related to identifying, investigating
and consummating an initial Business Combination; payment to Lepe Partners LLP, an entity affiliated with the Company’s
Chairman, President and Chief Executive Officer, and/or M. Klein & Co. LLC, an entity affiliated with one of the Company’s
directors, of a fee for financial advisory services rendered in connection with the identification, negotiation and consummation
of an initial Business Combination, the amount of which will be based upon the prevailing market for similar services for such
transactions at such time, and will be subject to the review of the Company’s audit committee pursuant to the audit committee’s
policies and procedures relating to transactions that may present conflicts of interest, so long as no proceeds of the Public
Offering held in the Trust Account may be applied to the payment of such expenses prior to the consummation of a Business Combination;
and repayment of loans, if any, and on such terms as to be determined by the Company from time to time, made by the Sponsor or
an affiliate of the Sponsor or certain of the Company’s officers and directors to finance transaction costs in connection
with an intended initial Business Combination, provided, that, if the Company does not consummate an initial Business Combination,
a portion of the working capital held outside the Trust Account may be used by the Company to repay such loaned amounts so long
as no proceeds from the Trust Account are used for such repayment.


 


10.
Each of the undersigned has full right and power, without violating any agreement to which it is bound (including, without limitation,
any non-competition or non-solicitation agreement with any employer or former employer), to enter into this Letter Agreement and
(in the case of Jonathan Goodwin, Mark Klein, Waheed Alli and Jonathan Mitchell) to serve as an officer of the Company and/or
as a director on the board of directors of the Company, and each Insider hereby consents to being named in the Prospectus as an
officer and/or director of the Company, as applicable.


 


11.
As used herein, (i) “Business Combination” shall mean a merger, capital stock exchange, asset acquisition,
stock purchase, reorganization or similar business combination, involving the Company and one or more businesses; (ii) “Founder
Shares” shall mean the Ordinary Shares of the Company held by the Sponsor prior to the consummation of the Public
Offering; (iii) “Placement Shares “ shall mean the 762,500 Ordinary Shares that are acquired
by the Sponsor for an aggregate purchase price of $7,625,000 (or the 858,125 Ordinary Shares for an aggregate purchase price of
$8,581,250 if the underwriter’s over-allotment option is exercised in full), or $10.00 per share, in a private placement
that shall occur simultaneously with the consummation of the Public Offering; (iv) “Public Shareholders”
shall mean the holders of securities issued in the Public Offering; (v) “Trust Account” shall mean
the trust fund into which a portion of the net proceeds of the Public Offering shall be deposited; and (vi) “Transfer”
shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase
or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position
or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities
Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder with respect to,
any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic
consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash
or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b).


 


12.
This Letter Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter
hereof and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral,
to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby. This Letter Agreement
may not be changed, amended, modified or waived (other than to correct a typographical error) as to any particular provision,
except by a written instrument executed by all parties hereto.


 






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13.
No party hereto may assign either this Letter Agreement or any of its rights, interests, or obligations hereunder without the
prior written consent of the other party. Any purported assignment in violation of this paragraph shall be void and ineffectual
and shall not operate to transfer or assign any interest or title to the purported assignee. This Letter Agreement shall be binding
on the Sponsor, each Insider and each of their respective successors, heirs and assigns.


 


14.
This Letter 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.
The parties hereto (i) all agree that any action, proceeding, claim or dispute arising out of, or relating in any way to,
this Letter Agreement shall be brought and enforced in the courts of New York City, in the State of New York, and irrevocably
submits to such jurisdiction and venue, which jurisdiction and venue shall be exclusive and (ii) waives any objection to
such exclusive jurisdiction and venue or that such courts represent an inconvenient forum.


 


15.
Any notice, consent or request to be given in connection with any of the terms or provisions of this Letter 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 facsimile transmission.


 


16.
This Letter Agreement shall terminate on the earlier of (i) the expiration of the Lock-up or (ii) the liquidation of
the Company; provided, however, that this Letter Agreement shall earlier terminate in the event that the
Public Offering is not consummated and closed by December 31, 2015, provided further that paragraph
4 of this Letter Agreement shall survive such liquidation.


 


[Signature
page follows]


 




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	 	 	Sincerely,
	 	 	 
	 	 	AAP
    SPONSOR (PTC) CORP
	 	 	 
	 	 	By:	/s/
    Jonathan Mitchell
	 	 	 	Name:	Jonathan
    Mitchell
	 	 	 
	 	 	/s/
    Jonathan Goodwin
	 	 	Name:
    Jonathan Goodwin, individually with respect to paragraph 4 hereof, and as a shareholder of AAP Sponsor (PTC) Corp and officer
    and/or director of Atlantic Alliance Partnership Corp., with respect to the balance of the Agreement  
	 	 	 
	 	 	/s/
    Mark Klein
	 	 	Name:
    Mark Klein, individually with respect to paragraph 4 hereof, and as a shareholder of AAP Sponsor (PTC) Corp and officer and/or
    director of Atlantic Alliance Partnership Corp., with respect to the balance of the Agreement
	 	 	 
	 	 	/s/
    Jonathan Mitchell
	 	 	Name:
    Jonathan Mitchell, individually with respect to paragraph 4 hereof, and as a shareholder of AAP Sponsor (PTC) Corp and officer
    and/or director of Atlantic Alliance Partnership Corp., with respect to the balance of the Agreement
	 	 	 
	 	 	/s/
    Waheed Alli
	 	 	Name:
    Waheed Alli, individually with respect to paragraph 4 hereof, and as a shareholder of AAP Sponsor (PTC) Corp and officer and/or
    director of Atlantic Alliance Partnership Corp., with respect to the balance of the Agreement    


 


	Acknowledged
    and Agreed:	 	 
	ATLANTIC
    ALLIANCE PARTNERSHIP CORP.	 	 
	 	 	 
	By:	/s/
    Jonathan Goodwin	 	 
	 	Name:	Jonathan
    Goodwin	 	 
	 	Title:	President
    and Chief Executive Officer	 	 


 


[Signature
Page to Letter Agreement - Sponsor]


 


 


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