Attached files

file filename
EX-2.1 - EX-2.1 - Organogenesis Holdings Inc.a17-20799_3ex2d1.htm
8-K - 8-K - Organogenesis Holdings Inc.a17-20799_38k.htm

Exhibit 10.10

 

August 21, 2017

 

Avista Healthcare Public Acquisition Corp.

65 East 55th Street

18th Floor

New York, NY 10022

 

RE: Surrender of Class B Shares and Private Placement Warrants

 

Reference is made to that certain Transaction Agreement (the “Transaction Agreement”), to be dated as of the date hereof, by and among Envigo International Holdings, Inc.,, a Delaware corporation (the “Company”), Avista Healthcare Public Acquisition Corp., a Cayman Islands exempted company (“Parent”), Avista Healthcare Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), and Avista Healthcare NewCo, LLC, a Delaware limited liability company and wholly-owned subsidiary of Parent (“NewCo”).  This letter agreement (this “Letter Agreement”) is being entered into and delivered by Parent, Avista Acquisition Corp., a Cayman Islands exempt company (“Parent Sponsor”), and certain directors of Parent that are signatories hereto (collectively with the Parent Sponsor, the “Class B Holders”) in connection with the transactions contemplated by the Transaction Agreement.  Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Transaction Agreement.

 

In consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of the Class B Holders hereby (a) represents and warrants that the Class B Holders collectively hold all of the issued and outstanding Private Placement Warrants and Class B Shares, in each case, as of the date of this Letter Agreement, (b) agrees that, subject to the satisfaction or waiver of each of the conditions to Closing set forth in Sections 6.1 and 6.2 of the Transaction Agreement, and immediately prior to the Domestication, the Class B Holders shall collectively (pro rata among the Class B Holders) (i) surrender 3,875,000 Class B Shares to Parent for no consideration and (ii) sell to Parent, and Parent hereby agrees to purchase from the Class B Holders, 4,100,000 Private Placement Warrants for $0.50 per warrant in cash (to be paid by wire transfer of immediately available funds to an account previously designated by the applicable Class B Holder to Parent); (c) agrees that, until the consummation of the transactions contemplated by the Transaction Agreement, the Class B Holders shall not modify, amend or terminate that certain Letter Agreement, dated October 10, 2016, by and among the Company and the Class B Holders, waive or release any claims or rights thereunder or otherwise consent to any of the foregoing and (d) waives any and all rights such Class B Holder has or will have under the Parent Organizational Documents to receive, with respect to each share of Class B common stock of Parent, par value $0.0001, held by such Class B Holder immediately following the Domestication, more than one share of Parent Common Stock upon conversion thereof in accordance with the Parent Organizational Documents. Subject to the terms and conditions of this Letter Agreement, the Class B Holders agree to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective the transactions contemplated by this Letter Agreement.

 



 

This Letter Agreement shall terminate, and have no further force and effect, if the Transaction Agreement is terminated in accordance with its terms prior to the First Merger Effective Time.  This Letter Agreement, and any claim or cause of action hereunder based upon, arising out of or related to this Letter Agreement (whether based on law, in equity, in contract, in tort or any other theory) or the negotiation, execution, performance or enforcement of this Agreement, shall be governed by and construed in accordance with the Laws of the State of New York, without giving effect to any principles of conflicts of law.  This Letter Agreement may be executed in two (2) or more counterparts (including by electronic means), all of which shall be considered one and the same agreement and shall become effective when signed by each of the parties and delivered to the other party, it being understood that both parties need not sign the same counterpart.

 

[The remainder of this page left intentionally blank.]

 



 

Please indicate your agreement to the terms of this Letter Agreement by signing where indicated below.

 

 

Very truly yours,

 

 

 

Avista Acquisition Corp.

 

 

 

 

 

 

By:

/s/ David Burgstahler

 

Name:    David Burgstahler

 

Title:      President and Chief Executive Officer

 

 

 

Solely in their capacity as a holder of Class B Shares and Private Placement Warrants:

 

 

 

 

 

/s/ Håkan Björklund

 

Håkan Björklund

 

 

 

 

 

/s/ Charles Harwood

 

Charles Harwood

 

 

 

 

 

/s/ Brain Markison

 

Brian Markison

 

 

 

 

 

/s/ Robert O’Neil

 

Robert O’Neil

 

 

Acknowledged and agreed

as of the date of this Letter Agreement:

 

 

Avista Healthcare Public Acquisition Corp.

 

 

 

By:

/s/ David Burgstahler

 

 

Name:

David Burgstahler

 

 

Title:

President and Chief Executive Officer