Exhibit 10.2(b)


 


________, 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 10 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, each of the undersigned hereby agrees with the Company as follows:


 


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


 


2.         Each
of the undersigned 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, each of the undersigned
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.  Each of the undersigned 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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Each of the undersigned acknowledges that
he 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.  Each of the undersigned
hereby further waives, with respect to any Ordinary Shares held by him, any redemption rights he 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
each of the undersigned shall be entitled to redemption and liquidation rights with respect to any Ordinary Shares (other than
the Founder Shares and Placement Shares) he 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, each of the undersigned
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, (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 him, 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.        
[intentionally omitted]


 


5.         (a) Each
of the undersigned 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)       Each
of the undersigned hereby agrees and acknowledges that:  (i) each of the Underwriters and the Company would be irreparably
injured in the event of a breach by him of his obligations under paragraph 5(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.


 


6.        
(a) Subject to certain limited exceptions, each of the undersigned 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)       Each
of the undersigned agrees that he shall not effectuate any Transfer of Placement Shares, until 30 days after the completion of
a Business Combination. The restrictions contained in paragraphs 6(a) and 6(b) hereof are collectively the “Lock-up”.


 


(c)       Notwithstanding
the provisions set forth in paragraphs 6(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 AAP Sponsor (PTC) Corp (the
“Sponsor”) or their affiliates, or the  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 a member of 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 death of one of the equity holders of the Sponsor or an officer or director;
(iv) transfers pursuant to a qualified domestic relations order; (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.


 






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7.         Each
of the undersigned’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 undersigned’s background.  Each of the
undersigned’s questionnaire furnished to the Company is true and accurate in all respects with respect to such undersigned. 
Each of the undersigned represents and warrants that:  he 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; he 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 is not currently a defendant in any such criminal proceeding; and has never 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.


 


8.         Except
as disclosed in the Prospectus, none of the undersigned nor any affiliate of any of the undersigned 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, 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.


 


9.         Each
of the undersigned has full right and power, without violating any agreement to which he 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
to serve as a director on the board of directors of the Company, and hereby consents to being named in the Prospectus as a director
of the Company, as applicable.


 






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10.       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).


 


11.       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.


 


12.       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 each of the undersigned and each of his respective successors, heirs and assigns.


 


13.       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.


 


14.       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.


 


15.       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.


 






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	 	Sincerely,	 
	 	 	 
	 	 
	 	Name:	Waheed Alli 
	 	 	 
	 	 
	 	Name:	Iain Abrahams 
	 	 	 
	 	 
	 	Name:	John Service
	 	 	 
	 	 
	 	Name:	Joh Bernbach
	 	 	 
	 	 
	 	Name:	Daniel Winston




 








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




 


[Signature Page to Letter Agreement
– Independent Director]


 


 


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