Exhibit 10.8


 





[●], 2021


 


Avista Public Acquisition Corp. II

65 East 55th Street, 18th Floor


New York, NY 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 Avista Public Acquisition Corp. II, a Cayman Islands exempted company (the “Company”) and
Credit Suisse Securities (USA) LLC, as representative (the “Representative”) of the several underwriters (the
 “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”)
of 23,000,000 of the Company’s units (including up to 3,000,000 units that may be purchased pursuant to the Underwriters’
option to purchase additional units, the “Units”), each comprising one of the Company’s Class A ordinary
shares, par value $0.0001 per share (the “Ordinary Shares”), and one-third of one redeemable warrant (each whole
warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of
$11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration statement on Form S-1
and a prospectus (the “Prospectus”) filed by the Company with the U.S. Securities and Exchange Commission (the
 “Commission”). Certain capitalized terms used herein are defined in paragraph 1 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, [Avista Acquisition LP II (the “Insider” or “Sponsor”)]/[the
undersigned (the “Insider”), who is a member of the Company’s management team and/or the Company’s
Board of Directors (the “Board”)], hereby agrees with the Company as follows:


 


1. Definitions. As used herein, (i) “Business
Combination” shall mean a merger, share exchange, asset acquisition, share purchase, reorganization or similar business
combination with one or more businesses or entities; (ii) “Founder Shares” shall mean the 5,750,000 Class B
ordinary shares of the Company, par value $0.0001 per share, outstanding prior to the consummation of the Public Offering; (iii) “Private
Placement Warrants” shall mean the warrants to purchase Ordinary Shares of the Company that will be acquired by [Avista
Acquisition LP II (the “Sponsor”)]/[the Sponsor] for an aggregate purchase price of $6,000,000 (or up to $6,600,000
if the Underwriters exercise their option to purchase additional units in full), or $1.50 per Warrant, in a private placement that shall
close simultaneously with the consummation of the Public Offering (including Ordinary Shares issuable upon conversion thereof); (iv) “Public
Shareholders” shall mean the holders of Ordinary Shares included in the Units issued in the Public Offering; (v) “Public
Shares” shall mean the Ordinary Shares included in the Units issued in the Public Offering; (vi) “Trust Account”
shall mean the trust account into which a portion of the net proceeds of the Public Offering and the sale of the Private Placement Warrants
shall be deposited; (vii) “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); and (viii) “Charter”
shall mean the Company’s Amended and Restated Memorandum and Articles of Association, as the same may be amended from time to time.


 



     


     


    






 


2. Representations and Warranties.


 





(a)                      
 The Insider represents and warrants to the Company that the Insider has the full right and power, without violating any agreement
to which the Insider is bound [(including, without limitation, any non-competition or non-solicitation agreement with any employer or
former employer)]1, to enter into this Letter Agreement [and
to serve as an officer of the Company and/or a director on the Board, as applicable, and the Insider hereby consents to being named in
the Prospectus, road show and any other materials as an officer and/or director of the Company, as applicable]2.


 


(b)                     
The Insider represents and warrants that the Insider’s biographical information furnished to the Company (including any such
information included in the Prospectus) is true and accurate in all material respects and does not omit any material information with
respect to such Insider’s background. The Insider’s questionnaire furnished to the Company is true and accurate in all material
respects. The Insider represents and warrants that the 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; the 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 the Insider is not currently
a defendant in any such criminal proceeding; and the Insider 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.


 


3. Business Combination Vote. It is acknowledged
and agreed that the Company shall not enter into a definitive agreement regarding a proposed Business Combination without the prior consent
of the Sponsor. The Insider agrees that if the Company seeks shareholder approval of a proposed initial Business Combination, then in
connection with such proposed initial Business Combination, the Insider shall vote all Founder Shares and any Public Shares held by the
Insider in favor of such proposed initial Business Combination (including any proposals recommended by [the Company’s Board of Directors
(the “Board”)]/[the Board] in connection with such Business Combination) and not redeem any Public Shares held
by the Insider in connection with such shareholder approval.


 


4. Failure to Consummate a Business Combination;
Trust Account Waiver.


 


(a)                      
The Insider hereby agrees that in the event that the Company fails to consummate its initial Business Combination within the time
period set forth in the Charter, the 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 Public
Shares, 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 income taxes (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); and (iii) as promptly
as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Board,
liquidate and dissolve, subject in the case of clauses (ii) and (iii) to the Company’s obligations under Cayman Islands law to provide
for claims of creditors and in all cases subject to the other requirements of applicable law. The Insider agrees not to propose any amendment
to the Charter (i) that would modify the substance or timing of the Company’s obligation to provide holders of the Public Shares
the right to have their shares redeemed in connection with an initial Business Combination or to redeem 100% of the Public Shares if the
Company does not complete an initial Business Combination within the required time period set forth in the Charter or (ii) with respect
to any provision relating to the rights of holders of Public Shares unless the Company provides its Public Shareholders with the opportunity
to redeem their Public 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 taxes, if any, divided by the number of then-outstanding Public Shares.


 





 






1 To be included in Letter Agreement for
directors and officers.


 


2 To be included in Letter Agreement for
directors and officers.


 






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(b)                     
 The Insider acknowledges that the Insider 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 held
by the Insider, if any. The Insider hereby further waives, with respect to any Founder Shares and Public Shares held by the Insider,
any redemption rights the Insider 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 a shareholder vote to approve
an amendment to the Charter (i) that would modify the substance or timing of the Company’s obligation to provide holders of the
Public Shares the right to have their shares redeemed in connection with an initial Business Combination or to redeem 100% of the Public
Shares if the Company has not consummated an initial Business Combination within the time period set forth in the Charter or (ii) with
respect to any provision relating to the rights of holders of Public Shares (although the Insider shall be entitled to liquidation rights
with respect to any Public Shares the Insider holds if the Company fails to consummate a Business Combination within the required time
period set forth in the Charter).


 


5. Lock-up; Transfer Restrictions.


 


(a)                      
The Insider agrees that the Insider shall not Transfer any Founder Shares (the “Founder Shares Lock-up”)
until the earliest of (A) one year after the completion of an initial Business Combination and (B) the date following the completion of
an initial Business Combination on which the Company completes a liquidation, merger, share exchange or other similar transaction that
results in all of the Company’s shareholders having the right to exchange their Ordinary Shares for cash, securities or other property
(the “Founder Shares Lock-up Period”). Notwithstanding the foregoing, if, subsequent to a Business Combination,
the closing price of the Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations,
share consolidations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing
at least 150 days after the Company’s initial Business Combination, the Founder Shares shall be released from the Founder Shares
Lock-up.


 


(b)                     
The Insider agrees that the Insider shall not effectuate any Transfer of Private Placement Warrants or Ordinary Shares underlying
such warrants until 30 days after the completion of an initial Business Combination.


 


(c)                      
Notwithstanding the provisions set forth in paragraphs 5(a) and (b), Transfers of the Founder Shares, Private Placement
Warrants and Ordinary Shares underlying the Private Placement Warrants are permitted (a) to the Company’s officers or directors,
any affiliate or family member of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliates,
any affiliates of the Sponsor, or any employees of such affiliates; (b) in the case of an individual, by gift to a member of one of the
individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an
affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution
upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales
or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of a
Business Combination at prices no greater than the price at which the Founder Shares, Private Placement Warrants or Ordinary Shares, as
applicable, were originally purchased; (f) by virtue of the Sponsor’s organizational documents upon liquidation or dissolution of
the Sponsor; (g) to the Company for no value for cancellation in connection with the consummation of an initial Business Combination;
(h) in the event of the Company’s liquidation prior to the completion of a Business Combination; or (i) in the event of completion
of a liquidation, merger, share exchange or other similar transaction which results in all of the Public Shareholders having the right
to exchange their Ordinary Shares for cash, securities or other property subsequent to the completion of an initial Business Combination;
provided, however, that in the case of clauses (a) through (f), these permitted transferees must enter into a written agreement
agreeing to be bound by these transfer restrictions.


 


(d)                     
During the period commencing on the effective date of the Underwriting Agreement and ending 180 days after such date, the Insider
shall not, without the prior written consent of the Representatives, Transfer any Units, Ordinary Shares, Warrants or any other securities
convertible into, or exercisable or exchangeable for, Ordinary Shares held by the Insider, as applicable, subject to certain exceptions
enumerated in Section [5(g)] of the Underwriting Agreement.


 






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6. Remedies. The 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 the Insider of
its obligations under paragraphs [3, 4, 5, 7, 10 and 11,] [ 3, 4, 5, 7
and 10] (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. Payments by the Company. Except as disclosed
in the Prospectus, neither the Sponsor nor any affiliate of the Sponsor nor any director or officer of the Company nor any affiliate of
the officers shall receive from the Company any finder’s fee, reimbursement, consulting fee, monies in respect of any payment 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).


 


8. Director and Officer Liability Insurance.
The Company will maintain an insurance policy or policies providing directors’ and officers’ liability insurance, and directors
and officers of the Company shall be covered by such policy or policies, in accordance with its or their terms, to the maximum extent
of the coverage available for any of the Company’s directors or officers.


 


9. Termination. This Letter Agreement shall
terminate on the earlier of (i) the expiration of the Founder Shares Lock-up Period and (ii) the liquidation of the Company.


 


10. Indemnification. In the event of the
liquidation of the Trust Account upon the failure of the Company to consummate its initial Business Combination within the time period
set forth in the Charter, the Sponsor (the “Indemnitor”) [agrees]/[has agreed] 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)
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 (except for the Company’s independent auditors) or (ii) any prospective target business with which the Company has discussed
entering into a transaction agreement (a “Target”); provided, however, that such indemnification of the Company
by the Indemnitor (x) shall apply only to the extent necessary to ensure that such claims by a third party for services rendered 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) $10.00 per Public Share
and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account if less than
$10.00 per Public Share due to reductions in the value of the trust assets, in each case net of interest that may be withdrawn to pay
the Company’s tax obligations, (y) shall not apply to any claims by a third party or Target who executed a waiver of any and all
rights to the monies held in the Trust Account (whether or not such waiver is enforceable) and (z) shall not apply to any claims under
the Company’s indemnity of the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933,
as amended. The 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 the Indemnitor, the Indemnitor notifies the Company
in writing that it shall undertake such defense. For the avoidance of doubt, none of the Company’s officers or directors will indemnify
the Company for claims by third parties, including, without limitation, claims by vendors and prospective target businesses.


 


11. Forfeiture of Founder Shares. To the
extent that the Underwriters do not exercise their option to purchase additional Units within 45 days from the date of the Prospectus
in full (as further described in the Prospectus), the Sponsor [agrees]/[has agreed] to automatically surrender to the Company for no consideration,
for cancellation at no cost, an aggregate number of Founder Shares so that the number of Founder Shares will equal 20% of the sum of the
total number of Ordinary Shares and Founder Shares outstanding at such time. [The Sponsor further]/[The Insider] agrees that to the extent
that the size of the Public Offering is increased or decreased, the Company will effect a share capitalization or a share repurchase,
as applicable, with respect to the Founder Shares immediately prior to the consummation of the Public Offering in such amount as to maintain
the number of Founder Shares at 20% of the sum of the total number of Ordinary Shares and Founder Shares outstanding at such time.


 


12. Entire Agreement. 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. Assignment. 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 parties.
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 Insider and each of the Insider’s successors,
heirs, personal representatives and assigns and permitted transferees.


 


14. Counterparts. This Letter Agreement
may be executed in any number of original or facsimile counterparts, and each of such counterparts shall for all purposes be deemed to
be an original, and all such counterparts shall together constitute but one and the same instrument.


 


15. Effect of Headings. The paragraph headings
herein are for convenience only and are not part of this Letter Agreement and shall not affect the interpretation thereof.


 


16. Severability. This Letter Agreement
shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability
of this Letter Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision,
the parties hereto intend that there shall be added as a part of this Letter Agreement a provision as similar in terms to such invalid
or unenforceable provision as may be possible and be valid and enforceable.


 


17. Governing Law. 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 submit to such jurisdiction and venue, which jurisdiction and
venue shall be exclusive, and (ii) waive any objection to such exclusive jurisdiction and venue or that such courts represent an inconvenient
forum.


 


18. Notices. 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 or other electronic
transmission.


 


[Signature Page Follows]


 






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	 	Sincerely, 
	 	 
	 	[AVISTA ACQUISITION LP II
	 	 
	 	By:	                                            
	 	Name:	 
	 	Title:	        ]



 


	 	 	 
	 	 	[NAME]3


 


	Acknowledged and Agreed:	 
	 	 
	AVISTA PUBLIC ACQUISITION CORP. II	 
	 	 
	By:	 	 
	 	Name:	 
	 	Title:   	 



 


 






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Each Insider to sign separate agreement.


 






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