Exhibit 10.9


 


FORWARD PURCHASE AGREEMENT


 


This Forward Purchase Agreement (this “Agreement”)
is entered into as of [·], 2021, by and between Avista Public Acquisition Corp. II, a
Cayman Islands exempted company (the “Company”) and Avista Acquisition LP II, a Cayman Islands exempted limited partnership
(the “Purchaser”).


 


WHEREAS, the Company was incorporated for the purpose
of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more
businesses (a “Business Combination”);


 


WHEREAS, the Company has filed with the U.S. Securities
and Exchange Commission (the “SEC”) a registration statement on Form S-1 (the “Registration Statement”)
for its initial public offering (“IPO”) of units (the “Public Units”) at a price of $10.00 per Public
Unit, each consisting of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Share(s)”),
and one-third of one redeemable warrant, where each whole redeemable warrant is exercisable to purchase one Class A Share at an exercise
price of $11.50 per share (the “Warrant(s)”). Only whole Warrants are exercisable. A holder of Warrants will not be
able to exercise any fraction of a Warrant. The Company shall not issue fractional Warrants other than as part of the Public Units. If,
upon the detachment of the Warrants from the Public Units or otherwise, a holder of Warrants would be entitled to receive a fractional
Warrant, the Company shall round down to the nearest whole number the number of Warrants to be issued to such holder;


 


WHEREAS, following the closing of the IPO (the
 “IPO Closing”), the Company will seek to identify and complete a Business Combination; and


 


WHEREAS, the parties wish to enter into this Agreement,
pursuant to which immediately prior to the closing of the Company’s initial Business Combination (the “Business Combination
Closing”), the Company shall issue and sell, and the Purchaser shall purchase, on a private placement basis, 10,000,000 Class
A Shares (the “Forward Purchase Shares”) and 3,333,333 Warrants (the “Forward Purchase Warrants”
and together with the Forward Purchase Shares, the “Forward Purchase Securities”) on the terms and conditions set forth
herein.


 


NOW, THEREFORE, in consideration of the premises,
representations, warranties and the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt,
sufficiency and adequacy of which are hereby acknowledged, the parties hereto agree as follows:


 


1. Sale and Purchase.


 


(a) Forward Purchase Securities.


 


(i) The Company shall issue and sell to the Purchaser,
and the Purchaser shall purchase from the Company, the Forward Purchase Shares and the Forward Purchase Warrants for an aggregate purchase
price of $100,000,000 (the “FPS Purchase Price”).


 


(ii) Each Forward Purchase Warrant will have the
same terms as each Warrant sold as part of the Public Units in the IPO (“Public Warrants”), and will be subject to
the terms and conditions of the Warrant Agreement to be entered into between the Company and Continental Stock Transfer & Trust Company,
as Warrant Agent, in connection with the IPO (the “Warrant Agreement”). Each Forward Purchase Warrant will entitle
the holder thereof to purchase one Class A Share at a price of $11.50 per share, subject to adjustment as described in the Warrant Agreement,
and only whole Forward Purchase Warrants will be exercisable. The Forward Purchase Warrants will become exercisable 30 days after the
Business Combination Closing and will expire five years after the Business Combination Closing or earlier upon redemption or the liquidation
of the Company, as described in the Warrant Agreement.


 






     


     


    

 





(iii) The Company shall require the Purchaser to
purchase the Forward Purchase Securities by delivering notice to the Purchaser, at least ten (10) Business Days before the funding of
the FPS Purchase Price to the Escrow Account (defined below), specifying the anticipated date of the Business Combination Closing and
instructions for wiring the FPS Purchase Price to an account of a third-party escrow agent (the “Escrow Account”) which
shall be the Company’s transfer agent (the “Escrow Agent”) pursuant to an escrow agreement between the Company
and the Escrow Agent (the “Escrow Agreement”). At least two (2) Business Days before the anticipated date of the Business
Combination Closing specified in such notice, the Purchaser shall deliver the FPS Purchase Price in cash via wire transfer to the account
specified in such notice, to be held in escrow pending the Business Combination Closing. If the Business Combination Closing does not
occur within thirty (30) days after the Purchaser delivers the FPS Purchase Price to the Escrow Agent, the Escrow Agreement will provide
that the Escrow Agent shall automatically return to the Purchaser the FPS Purchase Price, provided that the return of the FPS Purchase
Price placed in escrow shall not terminate the Agreement or otherwise relieve either party of any of its obligations hereunder. For the
purposes of this Agreement, “Business Day” means any day, other than a Saturday or a Sunday, that is neither a legal
holiday nor a day on which banking institutions are generally authorized or required by law or regulation to close in the City of New
York, New York.


 


(iv) The closing of the sale of the Forward Purchase
Securities (the “FPS Closing”) shall be held on the same date and immediately prior to the Business Combination Closing
(such date being referred to as the “Closing Date”). At the FPS Closing, the Company will issue to the Purchaser the
Forward Purchase Securities, each registered in the name of the Purchaser, against (and concurrently with) release of the FPS Purchase
Price by the Escrow Agent to the Company.


 


(b) Delivery of Forward Purchase Securities.


 


(i) The Company shall register the Purchaser as
the owner of the Forward Purchase Securities purchased by the Purchaser hereunder (individually or collectively, the “Securities”)
in the register of members of the Company and with the Company’s transfer agent by book entry on or promptly after (but in no event
more than two (2) Business Days after) the date of the FPS Closing.


 


(ii) Each register and book entry for the Securities
shall contain a notation, and each certificate (if any) evidencing the Securities shall be stamped or otherwise imprinted with a legend,
in substantially the following form:


 


“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED
UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE TRANSFERRED
IN VIOLATION OF SUCH ACT AND LAWS.”


 


(c) Legend Removal. If the Securities are
eligible to be sold without restriction under, and without the Company being in compliance with the current public information requirements
of, Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), then at the Purchaser’s request,
the Company will cause the Company’s transfer agent to remove the legend set forth in Section 1(b)(ii). In connection therewith,
if required by the Company’s transfer agent, the Company will promptly cause an opinion of counsel to be delivered to and maintained
with its transfer agent, together with any other authorizations, certificates and directions required by the transfer agent that authorize
and direct the transfer agent to transfer such Securities without any such legend; provided, however, that the Company will
not be required to deliver any such opinion, authorization or certificate or direction if it reasonably believes that removal of the legend
could result in or facilitate transfers of the Securities in violation of applicable law.


 


(d) Registration Rights. The Purchaser shall
have registration rights with respect to the Forward Purchase Securities as set forth on Exhibit A (the “Registration
Rights”).


 






     


     


    

 


2. Representations and Warranties of the Purchaser.
The Purchaser represents and warrants to the Company as follows, as of the date hereof:


 





(a) Organization and Power. The Purchaser
is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its formation and has all requisite power
and authority to carry on its business as presently conducted and as proposed to be conducted.


 


(b) Authorization. The Purchaser has full
power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Purchaser, will constitute the valid
and legally binding obligation of the Purchaser, enforceable in accordance with its terms, except (a) as limited by applicable bankruptcy,
insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general application affecting enforcement of creditors’
rights generally, (b) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies,
or (c) to the extent the indemnification provisions contained in the Registration Rights may be limited by applicable federal or state
securities laws.


 


(c) Governmental Consents and Filings. No
consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state
or local governmental authority is required on the part of the Purchaser in connection with the consummation of the transactions contemplated
by this Agreement.


 


(d) Compliance with Other Instruments. The
execution, delivery and performance by the Purchaser of this Agreement and the consummation by the Purchaser of the transactions contemplated
by this Agreement will not result in any violation or default (i) of any provisions of its organizational documents, (ii) of any instrument,
judgment, order, writ or decree to which it is a party or by which it is bound, (iii) under any note, indenture or mortgage to which it
is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it
is bound or (v) of any provision of federal or state statute, rule or regulation applicable to the Purchaser, in each case (other than
clause (i)), which would have a material adverse effect on the Purchaser or its ability to consummate the transactions contemplated by
this Agreement.


 


(e) Purchase Entirely for Own Account. This
Agreement is made with the Purchaser in reliance upon the Purchaser’s representation to the Company, which by the Purchaser’s
execution of this Agreement, the Purchaser hereby confirms, that the Forward Purchase Securities to be acquired by the Purchaser will
be acquired for investment for the Purchaser’s own account, not as a nominee or agent, and not with a view to the resale or distribution
of any part thereof, and that the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing
the same in violation of law. By executing this Agreement, the Purchaser further represents that the Purchaser does not presently have
any contract, undertaking, agreement or arrangement with any Person to sell, transfer or grant participations to such Person or to any
third Person, with respect to any of the Forward Purchase Securities. For purposes of this Agreement, “Person” means
an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any
other entity or any government or any department or agency thereof.


 


(f) Disclosure of Information. The Purchaser
has had an opportunity to discuss the Company’s business, management, financial affairs and the terms and conditions of the offering
of the Forward Purchase Securities, as well as the terms of the Company’s proposed IPO, with the Company’s management.


 


(g) Restricted Securities. The Purchaser
understands that the offer and sale of the Forward Purchase Securities to the Purchaser has not been, and will not be, registered
under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends
upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as
expressed herein. The Purchaser understands that the Forward Purchase Securities are “restricted securities” under
applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Forward Purchase
Securities indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such
registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register
or qualify the Forward Purchase Securities, or any Class A Shares into which the Forward Purchase Securities may be converted into
or exercised for, for resale, except for the Registration Rights. The Purchaser further acknowledges that if an exemption from
registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time
and manner of sale, the holding period for the Forward Purchase Securities, and on requirements relating to the Company which are
outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy. The Purchaser
acknowledges that the Company filed the Registration Statement for its proposed IPO with the SEC for review. The Purchaser
understands that the offering of the Forward Purchase Securities is not, and is not intended to be, part of the IPO, and that the
Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with respect to such Forward Purchase
Securities.


 






     


     


    

 


(h) No Public Market. The Purchaser understands
that no public market now exists for the Securities, and that the Company has made no assurances that a public market will ever exist
for the Securities.


 


(i) High Degree of Risk. The Purchaser understands
that its agreement to purchase the Securities involves a high degree of risk which could cause the Purchaser to lose all or part of its
investment.


 


(j) Accredited Investor. The Purchaser is
an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.


 


(k) No General Solicitation. Neither the Purchaser,
nor any of its officers, directors, employees, agents, stockholders or partners has either directly or indirectly, including, through
a broker or finder (i) to its knowledge, engaged in any general solicitation, or (ii) published any advertisement in connection with the
offer and sale of the Forward Purchase Securities.


 


(l) Non-Public Information. The Purchaser
acknowledges its obligations under applicable securities laws with respect to the treatment of material non-public information relating
to the Company.


 


(m) Adequacy of Financing. The Purchaser has
available to it sufficient funds to satisfy its obligations under this Agreement.


 


(n) Affiliation of Certain FINRA Members.
The Purchaser is neither a person associated nor affiliated with Credit Suisse Securities (USA) LLC or, to its actual knowledge, any other
member of the Financial Industry Regulatory Authority (“FINRA”) that is participating in the IPO.


 


(o) No Other Representations and Warranties; Non-Reliance.
Except for the specific representations and warranties contained in this Section 2 and in any certificate or agreement delivered
pursuant hereto, none of the Purchaser nor any person acting on behalf of the Purchaser nor any of the Purchaser’s affiliates (the
 “Purchaser Parties”) has made, makes or shall be deemed to make any other express or implied representation or warranty
with respect to the Purchaser and this offering, and the Purchaser Parties disclaim any such representation or warranty. Except for the
specific representations and warranties expressly made by the Company in Section 3 of this Agreement and in any certificate or
agreement delivered pursuant hereto, the Purchaser Parties specifically disclaim that they are relying upon any other representations
or warranties that may have been made by the Company, any person on behalf of the Company or any of the Company’s affiliates (collectively,
the “Company Parties”).


 


3. Representations and Warranties of
the Company. The Company represents and warrants to the Purchaser as follows:


 


(a) Incorporation and Corporate Power. The
Company is an exempted company duly incorporated and validly existing and in good standing as an exempted company under the laws of the
Cayman Islands and has all requisite corporate power and authority to carry on its business as presently conducted and as proposed to
be conducted. The Company has no subsidiaries.


 


(b) Capitalization. The authorized share capital
of the Company consists, as of the date hereof, of:


 


(i) 500,000,000 Class A Shares, par value $0.0001
per share, none of which are issued and outstanding.


 






     


     


    

 





(ii) 50,000,000 Class B ordinary shares of the
Company, par value $0.0001 per share (“Class B Shares”), 5,750,000 of which are issued and outstanding and held by
the Purchaser and certain of the Company’s directors (together with the Purchaser, the “Initial Shareholders”).
All of the issued and outstanding Class B Shares have been duly authorized, are fully paid and nonassessable and were issued in compliance
with all applicable federal and state securities laws.


 


(iii) 5,000,000 preference shares, par value $0.0001
per share, none of which are issued and outstanding.


 


(c) Authorization. All corporate action required
to be taken by the Company’s Board of Directors and shareholders in order to authorize the Company to enter into this Agreement,
and to issue the Forward Purchase Securities at the FPS Closing, and the securities issuable upon conversion or exercise of the Forward
Purchase Securities, has been taken or will be taken prior to the FPS Closing, as applicable. All action on the part of the shareholders,
directors and officers of the Company necessary for the execution and delivery of this Agreement, the performance of all obligations of
the Company under this Agreement to be performed as of the FPS Closing, and the issuance and delivery of the Forward Purchase Securities
and the securities issuable upon conversion or exercise of the Forward Purchase Securities has been taken or will be taken prior to the
FPS Closing. This Agreement, when executed and delivered by the Company, shall constitute the valid and legally binding obligation of
the Company, enforceable against the Company in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance, or other laws of general application relating to or affecting the enforcement of creditors’
rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable
remedies, or (iii) to the extent the indemnification provisions contained in the Registration Rights may be limited by applicable federal
or state securities laws.


 


(d) Valid Issuance of Securities.


 


(i) The Forward Purchase Securities, when issued,
sold and delivered in accordance with the terms and for the consideration set forth in this Agreement and registered in the register of
members of the Company, and the securities issuable upon conversion or exercise of the Forward Purchase Securities, when issued in accordance
with the terms of the Forward Purchase Securities and this Agreement, and registered in the register of members of the Company, will be
validly issued, fully paid and nonassessable and free of all preemptive or similar rights, liens, encumbrances and charges with respect
to the issue thereof and restrictions on transfer other than restrictions on transfer specified under this Agreement, applicable state
and federal securities laws and liens or encumbrances created by or imposed by the Purchaser. Assuming the accuracy of the representations
of the Purchaser in this Agreement and subject to the filings described in Section 3(e) below, the Forward Purchase Securities
and the securities issuable upon conversion of the Forward Purchase Securities will be issued in compliance with all applicable federal
and state securities laws.


 


(ii) No “bad actor” disqualifying event
described in Rule 506(d)(1)(i)-(viii) of the Securities Act (a “Disqualification Event”) is applicable to the Company
or, to the Company’s knowledge, any Company Covered Person (as defined below), except for a Disqualification Event as to which Rule
506(d)(2)(ii—iv) or (d)(3), is applicable. “Company Covered Person” means, with respect to the Company as an
 “issuer” for purposes of Rule 506 promulgated under the Securities Act, any Person listed in the first paragraph of Rule 506(d)(1).


 


(e) Governmental Consents and Filings. Assuming
the accuracy of the representations and warranties made by the Purchaser in this Agreement, no consent, approval, order or authorization
of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority is required
on the part of the Company in connection with the consummation of the transactions contemplated by this Agreement, except for filings
pursuant to Regulation D of the Securities Act, and applicable state securities laws.


 


(f) Compliance with Other Instruments.
The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement
will not result in any violation or default (i) of any provisions of the Company’s memorandum and articles of association, as
they may be amended from time to time (the “Charter”) or its other governing documents, (ii) of any instrument,
judgment, order, writ or decree to which it is a party or by which it is bound, (iii) under any note, indenture or mortgage to which
it is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which it is a party or by
which it is bound or (v) of any provision of federal or state statute, rule or regulation applicable to the Company, in each case
(other than clause (i)) which would have a material adverse effect on the Company or its ability to consummate the transactions
contemplated by this Agreement.


 






     


     


    

 


(g) Operations. As of the date hereof, the
Company has not conducted, and prior to the IPO Closing the Company will not conduct, any operations other than organizational activities
and activities in connection with offerings of the Securities and securities in the IPO.


 


(h) Foreign Corrupt Practices. Neither the
Company, nor any director, officer, agent, employee or other Person acting on behalf of the Company has, in the course of its actions
for, or on behalf of, the Company (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses
relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee
from corporate funds; (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended;
or (iv) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government
official or employee.


 


(i) Compliance with Anti-Money Laundering Laws.
The operations of the Company are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting
requirements and all other applicable U.S. and non-U.S. anti-money laundering laws and regulations, including, but not limited to, those
of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the USA Patriot Act of 2001 and the applicable money laundering
statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines,
issued, administered or enforced by any governmental agency (collectively, the “Anti-Money Laundering Laws”), and no
action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company with
respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Company, threatened.


 


(j) Absence of Litigation. There is no action,
suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body
pending or, to the knowledge of the Company, threatened against or affecting the Company or any of the Company’s officers or directors,
whether of a civil or criminal nature or otherwise, in their capacities as such.


 


(k) No General Solicitation. Neither the Company,
nor any of its officers, directors, employees, agents or shareholders has either directly or indirectly, including, through a broker or
finder (i) engaged in any general solicitation, or (ii) published any advertisement in connection with the offer and sale of the Securities.


 


(l) No Other Representations and Warranties; Non-Reliance.
Except for the specific representations and warranties contained in this Section 3 and in any certificate or agreement delivered
pursuant hereto, none of the Company Parties has made, makes or shall be deemed to make any other express or implied representation or
warranty with respect to the Company, this offering, the proposed IPO or a potential Business Combination, and the Company Parties disclaim
any such representation or warranty. Except for the specific representations and warranties expressly made by the Purchaser in Section
2 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Company Parties specifically disclaim that
they are relying upon any other representations or warranties that may have been made by the Purchaser Parties.


 


4. Additional Agreements, Acknowledgements and
Waivers of the Purchaser.


 


(a) Trust Account.


 


(i) The Purchaser hereby acknowledges that it is
aware that the Company will establish a trust account (the “Trust Account”) for the benefit of its public shareholders
upon the IPO Closing. The Purchaser, for itself and its affiliates, hereby agrees 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, except
for redemption and liquidation rights, if any, the Purchaser may have in respect of any Class A Shares held by it.





 






     


     


    

 


(ii) The Purchaser hereby agrees that it shall
have 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,
except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Class A Shares held by it. In the event
the Purchaser has any Claim against the Company under this Agreement, the Purchaser 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, except for redemption and liquidation
rights, if any, the Purchaser may have in respect of any Class A Shares held by it.


 


(b) No Short Sales. The Purchaser hereby agrees
that neither it, nor any person or entity acting on its behalf or pursuant to any understanding with it, will engage in any Short Sales
with respect to securities of the Company prior to the Business Combination Closing. For purposes of this Section 5, “Short
Sales” shall include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation
SHO under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and all types of direct and indirect
stock pledges (other than pledges in the ordinary course of business as part of prime brokerage arrangements), forward sale contracts,
options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-U.S.
broker dealers or foreign regulated brokers.


 


(c) Voting. The Purchaser hereby agrees that
if the Company seeks shareholder approval of a proposed Business Combination, then in connection with such proposed Business Combination,
the Purchaser shall vote any Class A Shares owned by it in favor of any proposed Business Combination. If the Purchaser fails to vote
any Class A Shares it is required to vote hereunder in favor of a Proposed Business Combination, the Purchaser hereby grants hereunder
to the Company and any representative designated by the Company without further action by the Purchaser a limited irrevocable power of
attorney to effect such vote on behalf of the Purchaser, which power of attorney shall be deemed to be coupled with an interest.


 


5. QEF Election Information. The Company
shall use commercially reasonable efforts to determine whether, in any year, the Company or any subsidiary of the Company is deemed to
be a “passive foreign investment company” (a “PFIC”) within the meaning of U.S. Internal Revenue Code of
1986, as amended, and the regulations promulgated thereunder (collectively, the “Code”). If the Company determines
that the Company or any subsidiary of the Company is a PFIC in any year, for the year of determination and for each year thereafter during
which the Purchaser holds an equity interest in the Company, including Warrants, the Company or its subsidiary shall use commercially
reasonable efforts to (i) make available to the Purchaser the information that may be required to make or maintain a “qualified
electing fund” election under the Code with respect to the Company and (ii) furnish the information required to be reported under
Section 1298(f) of the Code.


 


6. Additional Agreements of the Company. 


 


(a) No Material Non-Public Information. The
Company agrees that no information provided to the Purchaser in connection with this Agreement will, upon the IPO Closing, constitute
material non-public information of the Company.


 


(b) Nasdaq Listing. The Company will use commercially
reasonable efforts to effect and maintain the listing of the Class A Shares on the Nasdaq Capital Market (or another national securities
exchange).


 


(c) No Amendments to the Articles. The amended
and restated memorandum and articles of association of the Company will be in substantially the same form of Exhibit B hereto and will
not be amended in any material respect prior to the IPO Closing without the Purchaser’s prior written consent.


 






     


     


    

 






 


7. FPS Closing Conditions.


 


(a) The obligation of the Purchaser to purchase the
Forward Purchase Securities at the FPS Closing under this Agreement shall be subject to the fulfillment, at or prior to the FPS Closing
of each of the following conditions, any of which, to the extent permitted by applicable laws, may be waived by the Purchaser:





 


(i) The Business Combination shall be completed
substantially concurrent with, and immediately following, the purchase of Forward Purchase Securities;


 


(ii) The Company shall have delivered to such Purchaser
a certificate evidencing the Company’s good standing as a Cayman Islands exempted company as of a date within ten (10) Business
Days of the FPS Closing;


 


(iii) The representations and warranties of the
Company set forth in Section 3 of this Agreement shall have been true and correct as of the date hereof and shall be true and correct
as of the FPS Closing, as applicable, with the same effect as though such representations and warranties had been made on and as of such
date (other than any such representation or warranty that is made by its terms as of a specified date, which shall be true and correct
as of such specified date), except where the failure to be so true and correct would not have a material adverse effect on the Company
or its ability to consummate the transactions contemplated by this Agreement;


 


(iv) The Company shall have performed, satisfied
and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied
or complied with by the Company at or prior to the FPS Closing; and


 


(v) No order, writ, judgment, injunction, decree,
determination, or award shall have been entered by or with any governmental, regulatory, or administrative authority or any court, tribunal,
or judicial, or arbitral body, and no other legal restraint or prohibition shall be in effect, preventing the purchase by the Purchaser
of the Securities.


 


(b) The obligation of the Company to sell the Forward
Purchase Securities at the FPS Closing under this Agreement shall be subject to the fulfillment, at or prior to the FPS Closing of each
of the following conditions, any of which, to the extent permitted by applicable laws, may be waived by the Company:


 


(i) The Business Combination shall be completed
substantially concurrent with, and immediately following, the purchase of Forward Purchase Securities;


 


(ii) The representations and warranties of the
Purchaser set forth in Section 2 of this Agreement shall have been true and correct as of the date hereof and shall be true and
correct as of the FPS Closing, as applicable, with the same effect as though such representations and warranties had been made on and
as of such date (other than any such representation or warranty that is made by its terms as of a specified date, which shall be true
and correct as of such specified date), except where the failure to be so true and correct would not have a material adverse effect on
the Purchaser or its ability to consummate the transactions contemplated by this Agreement;


 


(iii) The Purchaser shall have performed, satisfied
and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied
or complied with by the Purchaser at or prior to the FPS Closing; and


 


(iv) No order, writ, judgment, injunction, decree,
determination, or award shall have been entered by or with any governmental, regulatory, or administrative authority or any court, tribunal,
or judicial, or arbitral body, and no other legal restraint or prohibition shall be in effect, preventing the purchase by the Purchaser
of the Securities.


 


8. Termination. This Agreement may be terminated
at any time prior to the FPS Closing:


 


(a) by mutual written consent of the Company and
the Purchaser; or


 


(b) automatically





 


(i) if the IPO is not consummated on or prior to
twenty-four (24) months from the date of this Agreement; or


 


(ii) if the Business Combination is not completed
within eighteen (18) months from the IPO Closing, or such later date as may be approved by the Company’s shareholders.


 






     


     


    

 


In the event of any termination of this Agreement
pursuant to this Section 8, the FPS Purchase Price (and interest thereon, if any), if previously paid, and all Purchaser’s
funds paid in connection herewith shall be promptly returned to the Purchaser, and thereafter this Agreement shall forthwith become null
and void and have no effect, without any liability on the part of the Purchaser or the Company and their respective directors, officers,
employees, partners, managers, members, or shareholders and all rights and obligations of each party shall cease; provided, however,
that nothing contained in this Section 8 shall relieve either party from liabilities or damages arising out of any fraud or willful
breach by such party of any of its representations, warranties, covenants or agreements contained in this Agreement.


 


9. General Provisions.


 


(a) Notices. All notices and other communications
given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given upon the earlier of actual receipt,
or (a) personal delivery to the party to be notified, (b) when sent, if sent by electronic mail or facsimile (if any) during normal business
hours of the recipient, and if not sent during normal business hours, then on the recipient’s next Business Day, (c) five (5) Business
Days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) Business Day after
deposit with a nationally recognized overnight courier, freight prepaid, specifying next Business Day delivery, with written verification
of receipt. All communications sent to the Company shall be sent to:


 


Avista Public Acquisition Corp. II

65 East 55th Street, 18th Floor

New York, New York 10022

Attn: Benjamin Silbert, General Counsel

email: Silbert@avistacap.com


 


with a copy to the Company’s counsel at:


 


	Weil, Gotshal & Manges LLP

                                                              767 Fifth Avenue

                                                              New York, New York 10153

	Attn:	Alexander D. Lynch, Esq.

                                                                                Faiza N. Rahman, Esq.

	email:	Alex.Lynch@weil.com

                                                                                Faiza.Rahman@weil.com

	fax:	(212) 310-8007


 


All communications to the Purchaser shall be sent to the Purchaser’s
address as set forth on the signature page hereof, or to such e-mail address, facsimile number (if any) or address as subsequently modified
by written notice given in accordance with this Section 9(a).


 


(b) No Finder’s Fees. Other than
fees payable to Credit Suisse Securities (USA) LLC, which shall be the responsibility of the Company, each party represents that it
neither is nor will be obligated for any finder’s fee or commission in connection with this transaction. The Purchaser agrees
to indemnify and to hold harmless the Company from any liability for any commission or compensation in the nature of a
finder’s or broker’s fee arising out of this transaction (and the costs and expenses of defending against such liability
or asserted liability) for which the Purchaser or any of its officers, employees or representatives is responsible. The Company
agrees to indemnify and hold harmless the Purchaser from any liability for any commission or compensation in the nature of a
finder’s or broker’s fee arising out of this transaction (and the costs and expenses of defending against such liability
or asserted liability) for which the Company or any of its officers, employees or representatives is responsible.


 






     


     


    

 


(c) Survival of Representations and Warranties.
All of the representations and warranties contained herein shall survive the FPS Closing.


 


(d) Entire Agreement. This Agreement, together
with any documents, instruments and writings that are delivered pursuant hereto or referenced herein, constitutes the entire agreement
and understanding of the parties hereto in respect of its subject matter 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.


 


(e) Successors. All of the terms, agreements,
covenants, representations, warranties and conditions of this Agreement are binding upon, and inure to the benefit of and are enforceable
by, the parties hereto and their respective successors. Nothing in this Agreement, express or implied, is intended to confer upon any
party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations or liabilities under
or by reason of this Agreement, except as expressly provided in this Agreement.


 


(f) Assignments. Except as otherwise specifically
provided herein, no party hereto may assign either this Agreement or any of its rights, interests, or obligations hereunder without the
prior written approval of the other parties except that the Purchaser may assign its rights, interests or obligations hereunder to any
of its affiliates.


 


(g) Counterparts. This Agreement may be executed
in two or more counterparts, each of which will be deemed an original but all of which together will constitute one and the same instrument.


 


(h) Headings. The section headings contained
in this Agreement are inserted for convenience only and will not affect in any way the meaning or interpretation of this Agreement.


 


(i) Governing Law. This Agreement, the entire
relationship of the parties hereto, and any dispute between the parties (whether grounded in contract, tort, statute, law or equity) shall
be governed by, construed in accordance with, and interpreted pursuant to the laws of the State of New York, without giving effect to
its choice of laws principles.


 


(j) Jurisdiction. The parties (i) hereby irrevocably
and unconditionally submit to the jurisdiction of the state courts of New York and to the jurisdiction of the United States District Court
for the Southern District of New York for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement,
(b) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New
York or the United States District Court for the Southern District of New York, and (c) hereby waive, and agree not to assert, by way
of motion, as a defense, or otherwise, in any such suit, action or proceeding, 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 suit, action or proceeding is
brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter
hereof may not be enforced in or by such court.


 


(k) Waiver of Jury Trial. The parties hereto
hereby waive any right to a jury trial in connection with any litigation pursuant to this Agreement and the transactions contemplated
hereby.


 


(l) Amendments. This Agreement may not be
amended, modified or waived as to any particular provision, except with the prior written consent of the Company and the Purchaser, except
for an amendment, modification or waiver that (i) modifies the amount or price of the Forward Purchase Securities to be sold hereunder,
or (ii) inserts or modifies any material economic or non-economic provision of this Agreement applicable to the Purchaser, which shall
in each case also require the written consent of the Purchaser.





 






     


     


    

 


(m) Severability. The provisions of this Agreement
will be deemed severable and the invalidity or unenforceability of any provision will not affect the validity or enforceability of the
other provisions hereof; provided that if any provision of this Agreement, as applied to any party hereto or to any circumstance,
is adjudged by a governmental authority, arbitrator, or mediator not to be enforceable in accordance with its terms, the parties hereto
agree that the governmental authority, arbitrator, or mediator making such determination will have the power to modify the provision in
a manner consistent with its objectives such that it is enforceable, and/or to delete specific words or phrases, and in its reduced form,
such provision will then be enforceable and will be enforced.


 


(n) Expenses. Each of the Company and the
Purchaser will bear its own costs and expenses incurred in connection with the preparation, execution and performance of this Agreement
and the consummation of the transactions contemplated hereby, including all fees and expenses of agents, representatives, financial advisors,
legal counsel and accountants. The Company shall be responsible for the fees of its transfer agent, stamp taxes and all of The Depository
Trust Company’s fees associated with the issuance of the Forward Purchase Securities and the securities issuable upon conversion
or exercise of the Forward Purchase Securities.


 


(o) Construction. The parties hereto have
participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of intent or interpretation arises,
this Agreement will be construed as if drafted jointly by the parties hereto and no presumption or burden of proof will arise favoring
or disfavoring any party hereto because of the authorship of any provision of this Agreement. Any reference to any federal, state, local
or foreign law will be deemed also to refer to law as amended and all rules and regulations promulgated thereunder, unless the context
requires otherwise. The words “include,” “includes” and “including” will be deemed
to be followed by “without limitation.” Pronouns in masculine, feminine, and neuter genders will be construed to include
any other gender, and words in the singular form will be construed to include the plural and vice versa, unless the context otherwise
requires. The words “this Agreement,” “herein,” “hereof,” “hereby,”
 “hereunder” and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless
expressly so limited. The parties hereto intend that each representation, warranty and covenant contained herein will have independent
significance. If any party hereto has breached any representation, warranty or covenant contained herein in any respect, the fact that
there exists another representation, warranty or covenant relating to the same subject matter (regardless of the relative levels of specificity)
which such party hereto has not breached will not detract from or mitigate the fact that such party hereto is in breach of the first representation,
warranty or covenant.


 


(p) Waiver. No waiver by any party hereto
of any default, misrepresentation or breach of warranty or covenant hereunder, whether intentional or not, may be deemed to extend to
any prior or subsequent default, misrepresentation or breach of warranty or covenant hereunder or affect in any way any rights arising
because of any prior or subsequent occurrence.


 


(q) Confidentiality. Except as may be required
by law, regulation or applicable stock exchange listing requirements, unless and until the transactions contemplated hereby and the terms
hereof are publicly announced or otherwise publicly disclosed by the Company, the parties hereto shall keep confidential and shall not
publicly disclose the existence or terms of this Agreement.


 


(r) Specific Performance. The Purchaser agrees
that irreparable damage may occur in the event any provision of this Agreement was not performed by the Purchaser in accordance with the
terms hereof and that the Company shall be entitled to specific performance of the terms hereof, in addition to any other remedy at law
or equity.


 


[Signature Page Follows]


 



     


     


    




  


IN WITNESS WHEREOF, the undersigned have
executed this Agreement to be effective as of the date first set forth above.


 


	
     

    
	PURCHASER:

	 	 
	
    
	Avista Acquisition
LP II

	 	 
	 	By:	
	 	Name: 
	 	Title:



 


	 	Address for Notices:
	 	E-mail:
	 	Fax:



 


	 	COMPANY:
	 	 
	 	Avista Public Acquisition Corp. II
	 	 	 
	 	By:	 
	 	 	Name: Benjamin Silbert
	 	 	Title: General Counsel and Secretary



 






     


     


    







 


Exhibit A


 


Registration Rights


 


1. Within thirty (30) days after the Business
Combination Closing, the Company shall use reasonable best efforts (i) to file a registration statement on Form S-3 or any similar short-form
registration statement which may be available at such time, or if the Company is ineligible to use such Form S-3, on Form S-1 (including
any successor registration statement covering the resale of the Registrable Securities a “Resale Shelf”) of (x) the
Class A Shares and Warrants (and underlying Class A Shares) comprising the Forward Purchase Securities, (y) any other Class A Shares that
may be acquired by the Purchaser after the date of this Agreement, including any time after the Business Combination Closing, and (z)
any other equity security of the Company issued or issuable with respect to the securities referred to in clauses (x) and (y) by way of
a share capitalization or share split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization
(collectively, the “Registrable Securities”) pursuant to Rule 415 under the Securities Act; provided in the
event the Company files a Resale Shelf on Form S-1, the Company shall convert the Form S-1 to a Form S-3 as soon as practicable after
the Company is eligible to use Form S-3, (ii) to cause the Resale Shelf to be declared effective under the Securities Act promptly thereafter
and (iii) to maintain the effectiveness of such Resale Shelf with respect to the Purchaser’s Registrable Securities until the earliest
of (A) the date on which the Purchaser or its assignee ceases to hold Registrable Securities covered by such Resale Shelf, (B) the date
all of the Purchaser’s Registrable Securities covered by the Resale Shelf can be sold publicly without restriction or limitation
(including without volume or manner of sale restrictions) under Rule 144 under the Securities Act and without the requirement to be in
compliance with Rule 144(c)(1) under the Securities Act.


 


2. In the event the Company is prohibited
by applicable rule, regulation or interpretation by the staff (“Staff”) of the Securities and Exchange Commission (“SEC”)
from registering all of the Registrable Securities on the Resale Shelf or the Staff requires that the Purchaser be specifically identified
as an “underwriter” in order to permit such registration statement to become effective, and such Purchaser does not consent
in writing to being so named as an underwriter in such registration statement, the number of Registrable Securities to be registered on
the Resale Shelf will be reduced on a pro rata basis among all the holders of Registrable Securities to be so included, unless otherwise
required by the Staff, so that the number of Registrable Securities to be registered is permitted by Staff and such Purchaser is not required
to be named as an “underwriter”; provided, that any Registrable Securities not registered due to this paragraph 2 shall
thereafter as soon as allowed by the SEC guidance be registered to the extent the prohibition no longer is applicable.


 


3. If at any time the Company proposes to
file a registration statement (a “Registration Statement”) on its own behalf, or on behalf of any other Persons who
have registration rights (“Other Holders”), relating to an underwritten offering of ordinary shares (a “Company
Offering”), then the Company will provide the Purchaser (the “Piggyback Holder”) with notice in writing (an
 “Offer Notice”) at least five (5) Business Days prior to such filing, which Offer Notice will offer to include in the
Registration Statement a minimum of 1,000,000 “Registrable Securities” (as defined under the Piggyback Holder’s agreement
governing registration rights) of the Piggyback Holder (collectively “Piggyback Securities”). Within five (5) Business
Days (or, in the case of an Offer Notice delivered to the Purchaser in connection with an Underwritten Shelf Takedown (as described below),
within three (3) Business Days) after receiving the Offer Notice, the Piggyback Holder may make a written request (a “Piggyback
Request”) to the Company to include some or all of the Piggyback Holder’s Registrable Securities in the Registration Statement.
If the underwriter(s) for any Company Offering advise the Company that marketing factors require a limitation on the number of securities
that may be included in the Company Offering, the number of securities to be so included shall be allocated as follows: (i) first, to
the Company and the Other Holders, if any; and (ii) second, to the Piggyback Holder based on the pro rata percentage of Piggyback Securities
held by the Piggyback Holder and requested to be included in the Company Offering.


 


4. At any time during which the
Company has an effective Resale Shelf with respect to the Purchaser’s Registrable Securities, the Purchaser may make a written
request (which request shall specify the intended method of disposition thereof) (a “Shelf Takedown Request”) to
the Company to effect a sale, of all or a portion of the Purchaser’s Registrable Securities that are covered by the Resale
Shelf, and the Company shall use commercially reasonable efforts to file a prospectus supplement (a “Shelf Takedown
Prospectus Supplement”) for such purpose as soon as reasonably practicable following receipt of a Shelf Takedown Request.
The Purchaser may request that any such sale be conducted as an underwritten public offering (an “Underwritten Shelf
Takedown”).


 






     


     


    

 


5. The determination of whether any offering
of Registrable Securities pursuant to the Resale Shelf or a Shelf Takedown Prospectus Supplement will be an underwritten offering shall
be made in the sole discretion of the Purchaser, after consultation with the Company, and the Purchaser shall have the right, after consultation
with the Company, to determine the plan of distribution, including the price at which the Registrable Securities are to be sold and the
underwriting commissions, discounts and fees (and the Requesting Holders shall not have the right to make any determinations other than
whether they wish to include their Requesting Holder Securities in the prospectus supplement). The Purchaser shall select the investment
banker or bankers and managers to administer the offering, including the lead managing underwriter (provided that such investment banker
or bankers and managers shall be reasonably satisfactory to the Company).


 


6. In connection with any underwritten offering,
the Company shall enter into such customary agreements and take all such other actions in connection therewith (including those requested
by the Purchaser) in order to facilitate the disposition of such Registrable Securities as are reasonably necessary or required, and in
such connection enter into a customary underwriting agreement that provides for customary opinions, comfort letters and officer’s
certificates and other customary deliverables and make management and its own accountants available for any due diligence sessions and
make management reasonably available for a road show.


 


7. The Company shall pay all fees and expenses
incident to the performance of or compliance with its obligation to prepare, file and maintain the Resale Shelf (including the fees of
its counsel and accountants). The Company shall also pay all Registration Expenses. For purposes of this paragraph 7, “Registration
Expenses” shall mean the out-of-pocket expenses of a Company Offering or Underwritten Shelf Takedown, including, without limitation,
the following: (i) all registration and filing fees (including fees with respect to filings required to be made with FINRA) and any securities
exchange on which the Registrable Securities are then listed; (ii) fees and expenses of compliance with securities or blue sky laws (including
reasonable fees and disbursements of counsel for the underwriters in connection with blue sky qualifications of the Registrable Securities);
(iii) printing, messenger, telephone and delivery expenses; (iv) reasonable fees and disbursements of counsel for the Company; (v) reasonable
fees and disbursements of all independent registered public accountants of the Company incurred specifically in connection with such Underwritten
Shelf Takedown; and (vi) reasonable fees and expenses of one legal counsel selected by the holders of a majority of the Registrable Securities,
who will represent all the selling shareholders.


 


8. The Company may suspend the use of a
prospectus included in the Resale Shelf by furnishing to the Purchaser a written notice (a “Suspension Notice”) stating
that in the good faith judgment of the Company, it would be either (i) prohibited by the Company’s insider trading policy (as if
the Purchaser were covered by such policy) or (ii) materially detrimental to the Company and its shareholders for such prospectus to be
used at such time. The Company’s right to suspend the use of such prospectus under clause (ii) of the preceding sentence may be
exercised for a period of not more than sixty (60) days after the date of such notice to the Purchaser; provided such period may
be extended for an additional thirty (30) days with the consent of a majority-in-interest of the holders of Registrable Securities covered
by the Resale Shelf, which consent shall not be unreasonably withheld; provided further, that such right to suspend the use of
a prospectus shall be exercised by the Company not more than once in any twelve (12) month period. A holder of Registrable Securities
shall not effect any sales of Registrable Securities pursuant to the Resale Shelf at any time after it has received a Suspension Notice
from the Company and prior to receipt of an End of Suspension Notice (as defined below). The holders may recommence effecting sales of
the Registrable Securities pursuant to the Resale Shelf following further written notice to such effect (an “End of Suspension
Notice”) from the Company to the holders. The Company shall act in good faith to permit any suspension period contemplated by
this paragraph to be concluded as promptly as reasonably practicable.


 


9. The Purchaser agrees that, except as
required by applicable law, the Purchaser shall treat as confidential the receipt of any Suspension Notice (provided that in no
event shall such notice contain any material nonpublic information of the Company) hereunder and shall not disclose or use the information
contained in such Suspension Notice without the prior written consent of the Company until such time as the information contained therein
is or becomes public, other than as a result of disclosure by a holder of Registrable Securities in breach of the terms of this Agreement.


 






     


     


    







 


10. The Company shall indemnify and hold
harmless the Purchaser, its directors and officers, partners, members, managers, employees, agents and representatives of such Purchaser
and each person, if any, who controls the Purchaser within the meaning of the Securities Act and the Exchange Act and any agent thereof
(collectively, “Indemnified Persons”), to the fullest extent permitted by applicable law, from and against any losses,
claims, damages, liabilities, joint or several, costs (including reasonable costs of preparation and reasonable attorneys’ fees)
and expenses, judgments, fines, penalties, interest, settlements or other amounts arising from any and all claims, demands, actions, suits
or proceedings, whether civil, criminal, administrative or investigative, in which any Indemnified Person may be involved, or is threatened
to be involved, as a party or otherwise, under the Securities Act or otherwise (collectively, “Losses”), promptly as
incurred, arising out of, based upon or resulting from any untrue statement or alleged untrue statement of any material fact contained
in the Resale Shelf (or any amendment or supplement thereto), the related prospectus, or any amendment or supplement thereto, or arise
out of, are based upon or resulting from the omission or alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading; provided, however,
that the Company shall not be liable in any such case or to any Indemnified Person to the extent that any such Loss arises out of, is
based upon or results from an untrue statement or alleged untrue statement or omission or alleged omission or so made in reliance upon
or in conformity with information furnished by or on behalf of such Indemnified Person in writing specifically for use in the preparation
of the Resale Shelf, the related prospectus, or any amendment or supplement thereto. Such indemnity shall remain in full force and effect
regardless of any investigation made by or on behalf of such Indemnified Person, and shall survive the transfer of such securities by
the Purchaser.


 


11. The Company’s obligation under
paragraph (1) of this Exhibit A is subject to the Purchaser’s furnishing to the Company in writing such information as the Company
reasonably requests for use in connection with the Resale Shelf, the related prospectus or any amendment or supplement thereto. The Purchaser
shall indemnify the Company, its officers, directors, managers, employees, agents and representatives, and each person who controls the
Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses resulting from any untrue
statement or alleged untrue statement of material fact contained in the Resale Shelf, the related prospectus, or any amendment or supplement
thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein
not misleading, but only to the extent that such untrue statement or omission is contained in any information so furnished in writing
by such Purchaser expressly for inclusion in such document; provided that the obligation to indemnify shall be individual, not
joint and several, for each Purchaser and shall be limited to the net amount of proceeds received by such Purchaser from the sale of Registrable
Securities pursuant to the Resale Shelf.


 


12. The Company shall cooperate with the
Purchaser, to the extent the Registrable Securities become freely tradable, to facilitate the timely preparation and delivery of certificates
(not bearing any restrictive legend) representing the Registrable Securities to be offered pursuant to a Resale Shelf and enable such
certificates to be in such denominations or amounts, as the case may be, as the Purchaser may reasonably request and registered in such
names as the Purchaser may request.


 


13. If requested by the Purchaser, the Company
shall as soon as practicable, subject to any Suspension Notice, (i) incorporate in a prospectus supplement or post-effective amendment
such information as the Purchaser reasonably requests to be included therein relating to the sale and distribution of Registrable Securities,
including, without limitation, information with respect to the number of Registrable Securities being offered or sold, the purchase price
being paid therefor and any other terms of the offering of the Registrable Securities to be sold in such offering; (ii) make all required
filings of such prospectus supplement or post-effective amendment after being notified of the matters to be incorporated in such prospectus
supplement or post-effective amendment; and (iii) supplement or make amendments to any Registration Statement if reasonably requested
by the Purchaser holding any Registrable Securities.


 


14. As long as the Purchaser shall own
Registrable Securities, the Company, at all times while it shall be reporting under the Exchange Act, covenants to file timely (or
obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company
after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange Act, and to promptly furnish the Purchaser with true and
complete copies of all such filings, unless filed through the SEC’s EDGAR system. The Company further covenants that it shall
take such further action as the Purchaser may reasonably request, all to the extent required from time to time, to enable the
Purchaser to sell the Class A Shares and Warrants held by the Purchaser without registration under the Securities Act within the
limitation of the exemptions provided by Rule 144 promulgated under the Securities Act, including providing any legal opinions. Upon
the request of the Purchaser, the Company shall deliver to the Purchaser a written certification of a duly authorized officer as to
whether it has complied with such requirements.


 


15. The rights, duties and obligations of
the Purchaser under this Exhibit A may be assigned or delegated by the Purchaser in conjunction with and to the extent of any permitted
transfer or assignment of Registrable Securities by the Purchaser to any permitted transferee or assignee.