UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington,

WASHINGTON, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

Proxy Statement Pursuant to Section 14(a) of
the

Securities Exchange Act of 1934

ORGANOGENESIS HOLDINGS INC.

(Name of Registrant as Specified In Its Charter)

AVISTA HEALTHCARE PUBLIC ACQUISITION CORP.
65 EAST 55TH STREET, 18TH FLOOR
NEW YORK, NEW YORK 10022
NOTICE OF EXTRAORDINARY GENERAL MEETING

TO BE HELD OCTOBER 4, 2018

TO THE SHAREHOLDERS OF AVISTA HEALTHCARE PUBLIC ACQUISITION CORP.:

 You are cordially invited to attend the extraordinary general meeting (the "extraordinary general meeting") of Avista Healthcare Public Acquisition Corp., a Cayman Islands exempted company ("AHPAC," the "Company," "we," "us" or "our"), on October 4, 2018 at 10:00 a.m. Eastern Time at the offices of Weil, Gotshal & Manges LLP, located at 767 Fifth Avenue, New York, NY 10153, for the sole purpose of considering and voting upon (i) a proposal to amend the Company's amended and restated memorandum and articles of association (the "Articles") to extend the date by which the Company has to consummate a business combination (the "Extension") from October 14, 2018 to February 15, 2019 (the "Extended Date") (the "Extension Amendment Proposal"), (ii) a proposal to amend the Company's Investment Management Trust Agreement (the "Trust Agreement"), dated as of October 10, 2016, by and between AHPAC and Continental Stock Transfer & Trust Company (the "trustee"), to extend the date on which to commence liquidating the trust account ("trust account") established in connection with the Company's initial public offering ("IPO") in the event the Company has not consummated a business combination prior to October 14, 2018, from October 14, 2018 to the Extended Date (the "Trust Amendment Proposal") and (iii) a proposal to adjourn the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the extraordinary general meeting, there are not sufficient votes to approve the Extension Amendment Proposal and the Trust Amendment Proposal (the "Adjournment Proposal").

 Each of the Extension Amendment Proposal, the Trust Amendment Proposal and the Adjournment Proposal are more fully described in the accompanying proxy statement.

AMENDED AND RESTATED OFFER TO EXCHANGE

        The purpose of the Extension Amendment Proposal, the Trust Amendment Proposal and, if necessary, the Adjournment Proposal, is to allow the Company more time to complete its proposed business combination (the "Organogenesis Transaction") pursuant to that certain Agreement and Plan of Merger, dated as of August 17, 2018 (as it may be amended, the "Merger Agreement"), by and among the Company, Avista Healthcare Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Company ("Merger Sub") and Organogenesis Inc., a Delaware corporation ("Organogenesis"). Our IPO prospectus and our Articles provide that the Company has until October 14, 2018 to complete its initial business combination (the "Termination Date"). Our board of directors has determined that it is in the best interests of our shareholders to extend the Termination Date by approving the Extension Amendment Proposal and the Trust Amendment Proposal to allow additional time to consummate the Organogenesis Transaction. While we have entered into the Merger Agreement with Merger Sub and Organogenesis and have filed with the Securities and Exchange Commission a registration statement on Form S-4 including the joint proxy/consent solicitation statement/prospectus forming a part thereof (the "Registration Statement") in respect of the Organogenesis Transaction in preliminary form on August 29, 2018, our board currently believes that there will not be sufficient time before the Termination Date to hold an extraordinary general meeting at which to conduct a vote for shareholder approval of the Organogenesis Transaction and consummate the closing of the Organogenesis Transaction. Accordingly, our board of directors believes that in order to be able to consummate the Organogenesis Transaction, we will need to obtain the Extension.SHARES OF CLASS A COMMON STOCK FOR

        As previously reported, on August 21, 2017, the Company entered into a transaction agreement by and among the Company, Merger Sub, Avista Healthcare NewCo, LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of the Company ("NewCo"), Envigo InternationalANY AND ALL OUTSTANDING PUBLIC WARRANTS

OF

ORGANOGENESIS HOLDINGS INC.

AND

CONSENT SOLICITATION

JULY 22, 2019

THE OFFER PERIOD AND YOUR RIGHT TO WITHDRAW PUBLIC WARRANTS THAT YOU TENDER WILL EXPIRE AT 12:00 MIDNIGHT, EASTERN TIME, ON AUGUST 16, 2019, UNLESS THE OFFER PERIOD IS EXTENDED. THE COMPANY MAY EXTEND THE OFFER PERIOD AT ANY TIME.

THE OFFER IS BEING MADE SOLELY UNDER THIS OFFER LETTER AND THE

RELATED LETTER OF TRANSMITTAL AND CONSENT TO ALL HOLDERS OF WARRANTS.

Organogenesis Holdings Inc., a Delaware corporation ("Envigo"(the “Company”), is making an offer, upon the terms and Jermyn Street Associates, LLC, solelyconditions in its capacity as Shareholder Representative (as defined therein), as amended by that certain Amendment No. 1, dated as of November 22, 2017, as further amended by that certain Amendment No. 2, dated as

of December 22, 2017, as further amended by that certain Amendment No. 3, dated as of January 21, 2018this Amended and as further amended by that certain Amendment No. 4, dated as of February 9, 2018 (the "Transaction Agreement"). On February 14, 2018, pursuantRestated Offer to Section 7.1(a) of the Transaction Agreement, the Company and Envigo entered into a Mutual Termination Agreement (the "Mutual Termination Agreement"Exchange Letter (“Offer Letter”) and the Transaction Agreement was terminated effective asrelated Amended and Restated Letter of February 14, 2018.

        TheTransmittal and Consent (the “Letter of Transmittal” and together with the Offer Letter, the “Offer”), to all holders of AHPAC's Class A ordinary shares issued in the Company's IPO (the "public shares"), regardless of whether they vote for or against the Extension Amendment Proposal, may elect to redeem their public shares in exchange for their pro rata portion of the funds held in the trust account if the Extension is implemented (the "Redemption"). For illustrative purposes, based on the fair market value of marketable securities held in the trust account of approximately $315,791,565 as of September 12, 2018, the estimated per share redemption price would have been approximately $10.19. The Company estimates that the per share pro rata portion of the trust account will be approximately $10.19 at the time of the extraordinary general meeting. The closing price of the public shares on September 12, 2018 was $10.10. Accordingly, if the market price were to remain the same until the date of the extraordinary general meeting, exercising redemption rights would result in a public shareholder receiving approximately $0.09 more than if the stock was sold in the open market. The Company cannot assure shareholders that they will be able to sell their public shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when such shareholders wish to sell their shares. The Company believes that such redemption right enables the Company's public shareholders to determine not to sustain their investments for an additional period if the Company does not complete the Organogenesis Transaction in the timeframe contemplated by the terms of its Articles. If the Extension Amendment Proposal and Trust Amendment Proposal are approved by the requisite vote of shareholders, the remaining holders of public shares will retain their right to convert their public shares for their pro rata portion of the funds available in the trust account at the time when the Organogenesis Transaction is submitted to shareholders for approval and adoption.

        If the Extension Amendment Proposal and the Trust Amendment Proposal are not approved, and the Organogenesis Transaction is not completed before October 14, 2018, then as contemplated by our IPO prospectus and in accordance with our Articles, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of theCompany’s issued and outstanding warrants that were issued in connection with our initial public shares with the aggregate amount then on deposit in the trust account and (iii) thereafter seekoffering pursuant to dissolve and liquidate as described in more detail in this proxy statement.

        A special resolution, being the affirmative vote of holders of at least two-thirdsa prospectus dated October 10, 2016 (the “IPO Prospectus”), exercisable for shares of the public shares and the Company'sCompany’s Class B ordinary shares,A common stock, par value $0.0001 per share (the "Class B ordinary shares"“Shares”), at an exercise price of $5.75 per half Share (the “Public Warrants”), to exchange during the Offer Period 0.095 Shares for each Public Warrant tendered. The “Offer Period” is the period commencing on July 22, 2019 and togetherending at 12:00 midnight, Eastern Time, on August 16, 2019, or such later date to which the Company may extend the Offer (the “Expiration Date”).

Concurrently with the public shares, the "Ordinary Shares"Offer, we are also soliciting consents (the “Consent Solicitation”) represented in person or by proxy and entitled to vote thereon at the extraordinary general meeting (voting together as a single class) will be required to approve the Extension Amendment Proposal. The affirmative vote offrom holders of sixty five percent (65%the Public Warrants to amend (the “Warrant Amendment”) the warrant agreement (the “Warrant Agreement”) that governs all of the Public Warrants to permit the Company to require that each Public Warrant that is outstanding upon the closing of the Offer be converted into 0.0855 Shares, which is a ratio 10% less than the exchange ratio applicable to the Offer, thus eliminating all of the Public Warrants, as described in this Offer Letter.We are not seeking consents, and will not accept letters of transmittal to participate in the Offer and consent to the Warrant Amendment, until we have filed a definitive proxy statement with respect to the Consent Solicitation.If the Warrant Amendment is approved, we will not enter into the Warrant Amendment until at least 20 business days after the definitive proxy statement is sent to holders of Warrants.

One of the conditions to consummation of the Offer (which condition may be waived by the Company, in its sole discretion) is that holders of at least 65% of the outstanding Public Warrants are tendered in the Offer and Consent Solicitation. The execution and delivery of the Letter of Transmittal and Consent will constitute your consent to the Warrant Amendment and will also authorize and direct the Depository (as defined below) to execute and deliver a written consent to the Warrant Amendment on your behalf with respect to all Public Warrants that you tender. You must deliver your consent to the proposed Warrant Amendment in order to participate in the Offer and Consent Solicitation.

Our Shares are listed on The Nasdaq Capital Market (“Nasdaq”) under the symbol ORGO and our Public Warrants are traded on the over-the-counter market (“OTC”) under the symbol ORGOW. On July 17, 2019, the

i

last reported sale prices for the Shares on Nasdaq was $6.40 and the Public Warrants on OTC was $0.51.Public Warrant holders should obtain current market quotations for the Shares and Public Warrants before deciding whether to tender their Public Warrants pursuant to the Offer.

The Offer relates to the Public Warrants issued pursuant to the IPO Prospectus, which trade through The Depository Trust Company (“DTC”). The Offer does not relate to the warrants issued by us in private placements that occurred contemporaneously with our initial public offering (the “Private Placement Warrants”), none of which are currently outstanding. Any and all outstanding OrdinaryPublic Warrants issued pursuant to the IPO Prospectus are eligible to be tendered pursuant to the Offer. As of July 17, 2019, there were 30,890,748 Public Warrants outstanding.

The Offer is to permit holders of Public Warrants issued pursuant to the IPO Prospectus to tender any and all outstanding Public Warrants at an exchange ratio of 0.095 Shares for each Public Warrant tendered (approximately one Share for every 11 Public Warrants tendered). A holder may tender as few or as many Public Warrants as the holder elects. No fractional Shares will be requiredissued. Public Warrants may only be exchanged for whole Shares. In lieu of issuing fractional Shares to approvewhich any holder of Public Warrants would otherwise have been entitled, the Trust Amendment Proposal.Company will round the number of Shares to which such holder is entitled, after aggregating all fractions, up to the next whole number of Shares. Holders are also entitled to exercise their Public Warrants during the Offer Period in accordance with the terms of the Public Warrant.

        The approvalYou may tender some or all of bothyour Public Warrants on these terms.

If you elect to tender Public Warrants in response to the Extension Amendment ProposalOffer and Consent Solicitation, please follow the instructions in this Offer Letter and the Trustrelated documents, including the Letter of Transmittal. If you wish to exercise your Public Warrants in accordance with their terms, please follow the instructions for exercise included in the Public Warrants.

If you tender Public Warrants, you may withdraw your tendered Public Warrants at any time before the Expiration Date and retain them on their current terms or amended terms if the Warrant Amendment Proposal are essential to the implementation of our board's plan to extend the date by which we must consummate our initial business combination. Therefore, our board will abandon and not implement either amendment unless our shareholders approve both the Extension Amendment Proposal and the Trust Amendment Proposal. This means that if one proposal is approved, by following the shareholdersinstructions in this Offer Letter. If you withdraw the tender of your public warrants, your consent to the Warrant Amendment will be withdrawn as a result.

Investing in the Shares involves a high degree of risk. See “The Offer, Section 13. Forward-Looking Statements; Risk Factors” for a discussion of information that you should consider before tendering Public Warrants in the Offer.

The Offer and Consent Solicitation will commence on July 22, 2019 (the date the other proposal is not, neither proposal will take effect. Notwithstanding shareholder approvalmaterials relating to the Offer and Consent Solicitation are first sent to the Public Warrant holders) and end on the Expiration Date.

A detailed discussion of the Extension Amendment ProposalOffer and Consent Solicitation is contained in this Offer Letter. We may amend or terminate the Trust Amendment Proposal, our board will retain the right to abandonOffer and not implement the Extension Amendment Proposal and the Trust Amendment ProposalConsent Solicitation at any time withoutwith requisite notice, as further described in this Offer Letter. Holders of Public Warrants are strongly encouraged to read this entire package of materials, and the publicly-filed information about the Company referenced herein, as well as any further action by our shareholders.supplemental disclosure regarding the Offer before making a decision regarding the Offer and Consent Solicitation.

THE COMPANY’S BOARD OF DIRECTORS HAS APPROVED THE OFFER AND CONSENT SOLICITATION. HOWEVER, NONE OF THE COMPANY, ITS DIRECTORS, OFFICERS OR EMPLOYEES, NOR CONTINENTAL STOCK TRANSFER & TRUST COMPANY, THE DEPOSITARY FOR THE OFFER (“CST” OR THE “DEPOSITARY”), OR MORROW SODALI, THE INFORMATION AGENT FOR THE OFFER (THE “INFORMATION AGENT”), OR CREDIT SUISSE SECURITIES (USA) LLC, THE COMPANY’S FINANCIAL ADVISOR (“CREDIT SUISSE” OR THE “FINANCIAL ADVISOR”), MAKES

 Approval

ii

ANY RECOMMENDATION AS TO WHETHER YOU SHOULD TENDER PUBLIC WARRANTS OR CONSENT TO THE WARRANT AMENDMENT. EACH HOLDER OF A PUBLIC WARRANT MUST MAKE HIS, HER OR ITS OWN DECISION AS TO WHETHER TO TENDER SOME OR ALL OF HIS, HER OR ITS PUBLIC WARRANTS AND CONSENT TO THE WARRANT AMENDMENT.

Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of the Adjournment Proposal requiresOffer Letter or passed upon the affirmative votemerits or fairness of holdersthe Offer Letter or the accuracy or adequacy of the disclosure in this Offer Letter or the Letter of Transmittal. Any representation to the contrary is a criminal offense.

iii

IMPORTANT PROCEDURES

If you want to tender some or all of your Public Warrants, you must do one of the following before the Expiration Date:

If you want to tender your Public Warrants, but:

then you can still tender your Public Warrants if you comply with the guaranteed delivery procedure described under “The Offer, Section 2. Procedure for Tendering Public Warrants.”

TO TENDER YOUR PUBLIC WARRANTS, YOU MUST CAREFULLY FOLLOW THE PROCEDURES DESCRIBED IN THIS OFFER LETTER, THE LETTER OF TRANSMITTAL AND THE OTHER DOCUMENTS DISCUSSED HEREIN RELATED TO THE OFFER.

NO FRACTIONAL SHARES WILL BE ISSUED. PUBLIC WARRANTS MAY ONLY BE EXCHANGED FOR WHOLE SHARES. IN LIEU OF ISSUING FRACTIONAL SHARES TO WHICH ANY HOLDER OF PUBLIC WARRANTS WOULD OTHERWISE HAVE BEEN ENTITLED, THE COMPANY WILL ROUND THE NUMBER OF SHARES TO WHICH SUCH HOLDER IS ENTITLED, AFTER AGGREGATING ALL FRACTIONS, UP TO THE NEXT WHOLE NUMBER OF SHARES.

PUBLIC WARRANTS NOT EXCHANGED FOR SHARES WILL EXPIRE IN ACCORDANCE WITH THEIR TERMS ON DECEMBER 10, 2023 AND OTHERWISE REMAIN SUBJECT TO THEIR ORIGINAL TERMS, UNLESS THE WARRANT AMENDMENT IS APPROVED AND THE COMPANY ELECTS TO REQUIRE THAT ALL OUTSTANDING PUBLIC WARRANTS BE CONVERTED INTO SHARES.

THE OFFER RELATES TO THE PUBLIC WARRANTS ISSUED PURSUANT TO THE IPO PROSPECTUS, WHICH TRADE THROUGH DTC. ANY AND ALL OUTSTANDING PUBLIC WARRANTS ARE ELIGIBLE TO BE TENDERED PURSUANT TO THE OFFER. AS OF JULY 17, 2019, THERE WERE 30,890,748 PUBLIC WARRANTS OUTSTANDING.

IT IS THE COMPANY’S CURRENT INTENTION NOT TO CONDUCT ANOTHER OFFER TO EXCHANGE WARRANTS FOR SHARES. HOWEVER, THE COMPANY RESERVES THE RIGHT TO DO SO IN THE FUTURE, AS WELL AS TO EXERCISE ITS ABILITY TO REDEEM THE WARRANTS IF AND WHEN IT IS PERMITTED TO DO SO PURSUANT TO THE TERMS OF THE WARRANTS.

iv

If you have any questions or by proxy atneed assistance, you should contact Morrow Sodali, the extraordinary general meeting.Information Agent for the Offer (the “Information Agent”). You may request additional copies of this Offer Letter, the Letter of Transmittal or the Notice of Guaranteed Delivery from the Information Agent. The Adjournment Proposal will onlyInformation Agent may be put forth for a vote ifreached at:

Morrow Sodali LLC

470 West Avenue—3rd Floor

Stamford, CT 06902

Individuals, please call toll-free: (800) 662-5200

Banks and brokerage firms, please call: (203) 658-9400

Email: ORGO.info@morrowsodali.com

The address of the Extension Amendment Proposal andDepositary is:

Continental Stock Transfer & Trust Amendment ProposalCompany

1 State Street-30th Floor

New York, NY 10004

Attention: Corporate Actions/Organogenesis

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TABLE OF CONTENTS

We are not approvedmaking the Offer to, and will not accept any tendered Public Warrants from, Public Warrant holders in any jurisdiction where it would be illegal to do so. However, we may, at our discretion, take any actions necessary for us to make the extraordinary general meeting.Offer to Public Warrant holders in any such jurisdiction.

        The Company'sYou should rely only on the information contained in this Offer Letter and in the Letter of Transmittal or to which we have referred you. We have not authorized anyone to provide you with information or to make any representation in connection with the Offer other than those contained in this Offer Letter or in the Letter of Transmittal. If anyone makes any recommendation or gives any information or representation regarding the Offer, you should not rely upon that recommendation, information or representation as having been authorized by us, our board of directors, has fixed the closeDepositary or the Information Agent for the Offer or our Financial Advisor. You should not assume that the information provided in the Offer is accurate as of business on September 12, 2018 (the "Record Date") asany date other than the date for determiningas of which it is shown, or if no date is otherwise indicated, the Company's shareholders entitleddate of this Offer Letter.

We are relying on Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”), to receive noticeexempt the Offer from the registration requirements of the Securities Act. We are also relying on Section 18(b)(4)(E) of the Securities Act to exempt the Offer from the registration and qualification requirements of state securities laws. We have no contract, arrangement or understanding relating to the payment of, and vote atwill not, directly or indirectly, pay, any commission or other remuneration to any broker, dealer, salesperson, agent or any other person for soliciting tenders in the extraordinary general meetingOffer. In addition, none of the Depositary, the Information Agent, the Financial Advisor or any broker, dealer, salesperson, agent or any other person is engaged or authorized to express any statement, opinion, recommendation or judgment with respect to the relative merits and any adjournment thereof. Onlyrisks of the Offer. Our officers, directors and regular employees may solicit tenders from holders of record of Ordinary Shares on that date are entitled to have their votes counted at the extraordinary general meeting or any adjournment thereof.

        After careful consideration of all relevant factors,Public Warrants and will answer inquiries concerning the Company's board of directors has determined that the Extension Amendment Proposal, the Trust Amendment Proposal and the Adjournment Proposal are fair to and in the best intereststerms of the Company and its shareholders, has declared it advisable and recommends that you voteOffer, but they will not receive additional compensation for soliciting tenders or give instructionanswering any such inquiries.

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SUMMARY

Unless otherwise stated in this Offer Letter, references to vote"FOR" such proposals.“we,” “our,” “us,” or the “Company” refer to Organogenesis Holdings Inc. An investment in our Shares involves risks. You should carefully consider the information provided under the heading “Forward-Looking Statements; Risk Factors” beginning on page 24.

 Enclosed is the proxy statement containing detailed information concerning the Extension Amendment Proposal, the Trust Amendment Proposal, the Adjournment Proposal and the extraordinary general meeting. Whether or not you plan to attend the extraordinary general meeting, we urge you to read this material carefully and vote your shares.

Your voteTHE OFFER

Risks of Participating In the Offer

Participation in the Offer involves a number of risks, including, but not limited to, the risks identified in Section 13 below. Holders should carefully consider these risks and are urged to speak with their personal financial, investment and/or tax advisors as necessary before deciding whether to participate in the Offer. In addition, we strongly encourage you to read this Offer Letter in its entirety and review the documents referred to in Sections 8, 10, 13 and 15.

The Offer is very important. Whetherto permit holders of Public Warrants issued pursuant to the IPO Prospectus to tender any and all outstanding Public Warrants at an exchange ratio of 0.095 Shares for each Public Warrant tendered (approximately one Share for every 11 Public Warrants tendered). A holder may tender as few or as many Public Warrants as the holder elects. No fractional Shares will be issued. Public Warrants may only be exchanged for whole Shares. In lieu of issuing fractional Shares to which any holder of Public Warrants would otherwise have been entitled, the Company will round the number of Shares to which such holder is entitled, after aggregating all fractions, up to the next whole number of Shares. Holders may also exercise their Public Warrants during the Offer Period in accordance with the terms of the Public Warrant.

You may tender some or all of your Public Warrants on these terms.The Offer relates to the Public Warrants issued pursuant to the IPO Prospectus, which trade through DTC. The Offer does not relate to the Private Placement Warrants, none of which are outstanding. Any and all outstanding Public Warrants are eligible to be tendered pursuant to the Offer. As of July 17, 2019, there were 30,890,748 Public Warrants outstanding.

If you planelect to attendtender Public Warrants in response to the extraordinary general meeting,Offer, please vote as soon as possiblefollow the instructions in this Offer Letter and the related documents, including the Letter of Transmittal.

If you tender Public Warrants, you may withdraw your tendered Public Warrants before the Expiration Date and retain them on their terms by following the instructions herein.

The Shares to be exchanged for the Public Warrants have not been registered with the SEC. As described elsewhere in this proxy statement to make sure that your shares are represented atOffer Letter, the extraordinary general meeting. The approvalissuance of the ExtensionShares upon exchange of the Public Warrants is exempt from the registration requirements of the Securities Act pursuant to Section 3(a)(9) thereof. Under current interpretations of the staff of the Division of Corporation Finance of the SEC, securities that are obtained in a Section 3(a)(9) exchange generally assume the same character (i.e., restricted or unrestricted) as the securities that have been surrendered. We are also relying on Section 18(b)(4)(E) of the Securities Act to exempt the Shares from the registration and qualification requirements of state securities laws.The Shares that you receive in the Offer will be freely-tradable, except by persons who are considered to be our affiliates, as that term is defined in the Securities Act.

As part of the Offer, we are also soliciting from the holders of the Public Warrants their consent to the amendment of the Warrant Agreement. If approved, the Warrant Amendment Proposal requireswould permit the Company to require that each Public Warrant that is outstanding upon the closing of the Offer be converted into 0.0855 Shares, which is a special resolution, beingratio 10% less than the affirmative voteexchange ratio applicable to the Offer, thus eliminating all of the Public Warrants. A copy of the Warrant Amendment is attached hereto asAnnex A. We urge that you carefully read the Warrant Amendment in its entirety. Pursuant to the terms of the Warrant Agreement, the consent of holders of at least two-thirds65% of the Ordinaryoutstanding Public Warrants is required to approve the Warrant Amendment.

Holders who tender Public Warrants in the Offer will automatically be deemed, without any further action, to have given their consent to approval of the Warrant Amendment (effective upon our acceptance of the Public Warrants tendered). The consent to the Warrant Amendment is a part of the letter of transmittal relating to the Public Warrants.

You cannot tender any Public Warrants in the Offer without giving your consent to the Warrant Amendment. Thus, before deciding whether to tender any Public Warrants, you should be aware that a tender of Public Warrants may result in the approval of the Warrant Amendment.

We are not seeking consents, and will not accept letters of transmittal to participate in the Offer and consent to the Warrant Amendment, until we have filed a definitive proxy statement with respect to the Consent Solicitation.If the Warrant Amendment is approved, we will not enter into the Warrant Amendment until at least 20 business days after the definitive proxy statement is sent to holders of Public Warrants.

A. Period of Offer

The Offer and Consent Solicitation will only be open for a period beginning on July 22, 2019 and ending on the Expiration Date. We expressly reserve the right, in our sole discretion, at any time or from time to time, prior to the Expiration Date, to extend the period of time during which the Offer and Consent Solicitation is open. There can be no assurance, however, that we will exercise our right to extend the Offer and Consent Solicitation.

B. Partial Tender Permitted

If you choose to participate in the Offer, you may tender less than all of your Public Warrants pursuant to the terms of the Offer.

HOLDERS MAY ALSO EXERCISE THEIR PUBLIC WARRANTS DURING THE OFFER PERIOD IN ACCORDANCE WITH THE TERMS OF THE PUBLIC WARRANTS.

C. Board Approval of the Offer; No Recommendation; Holder’s Own Decision

THE COMPANY’S BOARD OF DIRECTORS HAS APPROVED THE OFFER AND THE CONSENT SOLICITATION. HOWEVER, NONE OF THE COMPANY, ITS DIRECTORS, OFFICERS OR EMPLOYEES, NOR THE DEPOSITARY, THE INFORMATION AGENT OR THE FINANCIAL ADVISOR, MAKES ANY RECOMMENDATION AS TO WHETHER TO TENDER PUBLIC WARRANTS AND CONSENT TO THE WARRANT AMENDMENT. EACH HOLDER OF A PUBLIC WARRANT MUST MAKE HIS, HER OR ITS OWN DECISION AS TO WHETHER TO TENDER SOME OR ALL OF HIS, HER OR ITS PUBLIC WARRANTS AND CONSENT TO THE WARRANT AMENDMENT.

D. Extensions of the Offer

We expressly reserve the right, in our sole discretion, and at any time or from time to time, prior to the Expiration Date, to extend the period of time during which the Offer and Consent Solicitation is open. There can be no assurance, however, that we will exercise our right to extend the Offer and Consent Solicitation. If we extend the Offer and Consent Solicitation, we will give notice of such extension by press release or other public announcement no later than 9:00 a.m., Eastern Time, on the next business day after the previously scheduled Expiration Date of the Offer and Consent Solicitation.

A. Proper Tender of Public Warrants

To validly tender Public Warrants pursuant to the Offer, a properly completed and duly executed Letter of Transmittal or photocopy thereof, together with any required signature guarantees, must be received by the Depositary at its address set forth on the last page of this document prior to the Expiration Date. The method of delivery of all required documents is at the option and risk of the tendering Public Warrant holders. If delivery is by mail, the Company recommends registered mail with return receipt requested (properly insured). In all cases, sufficient time should be allowed to assure timely delivery.

In the Letter of Transmittal, the tendering Public Warrant holder must: (i) set forth his, her or its name and address; (ii) set forth the number of Public Warrants tendered; and (iii) set forth the number of the Public Warrant certificate(s) representing such Public Warrants.

Where Public Warrants are tendered by a registered holder of the Public Warrants who has completed either the box entitled “Special Issuance Instructions” or the box entitled “Special Delivery Instructions” on the Letter of Transmittal, all signatures on the Letters of Transmittal must be guaranteed by an “Eligible Institution.”

An “Eligible Institution” is a bank, broker, dealer, credit union, savings association or other entity that is a member in good standing of the Securities Transfer Agents Medallion Program or a bank, broker, dealer, credit union, savings association or other entity which is an “eligible guarantor institution,” as that term is defined in Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

If the Public Warrants are registered in the name of a person other than the signer of the Letter of Transmittal, the Public Warrants must be endorsed or accompanied by appropriate instruments of assignment, in either case signed exactly as the name(s) of the registered owner(s) appear on the Public Warrants, with the signature(s) on the Public Warrants or instruments of assignment guaranteed.

A tender of Public Warrants pursuant to the procedures described below in this Section 2 will constitute a binding agreement between the tendering holder and the Company upon the terms and subject to the conditions of the Offer.

ALL DELIVERIES IN CONNECTION WITH THE OFFER, INCLUDING A LETTER OF TRANSMITTAL AND PUBLIC WARRANTS, MUST BE MADE TO THE DEPOSITARY OR THE BOOK-ENTRY TRANSFER FACILITY.

NO DELIVERIES SHOULD BE MADE TO THE COMPANY, AND ANY DOCUMENTS DELIVERED TO THE COMPANY WILL NOT BE FORWARDED TO THE DEPOSITARY OR THE BOOK-ENTRY TRANSFER FACILITY AND THEREFORE WILL NOT BE DEEMED TO BE PROPERLY TENDERED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.

BOOK-ENTRY DELIVERY. The Depositary will establish an account for the Public Warrants at DTC for purposes of the Offer, within two business days after the date of this Offer Letter. Any financial institution that is a participant in DTC’s system may make book-entry delivery of Public Warrants by causing DTC to transfer such Public Warrants into the Depositary’s account in accordance with DTC’s procedure for such transfer. Even though delivery of Public Warrants may be effected through book-entry transfer into the Depositary’s account at DTC, a properly completed and duly executed Letter of Transmittal (or copy thereof), with any required signature guarantee, or an Agent’s Message (as defined below), and any other required documentation, must in any case be transmitted to and received by the Depositary at its address set forth on the last page of this Offer Letter prior to the Expiration Date, or the guaranteed delivery procedures set forth herein must be followed. Delivery of the Letter of Transmittal (or other required documentation) to DTC does not constitute delivery to the Depositary. The term “Agent’s Message” means a message, transmitted by DTC to, and received by, the Depositary and forming a part of a Book-Entry Confirmation, which states that DTC has received an express acknowledgment from the participant in DTC exchanging the Public Warrants that such participant has received and agrees to be bound by the terms of the Letter of Transmittal and that the Company may enforce such agreement against the participant. The term “Book-Entry Confirmation” means a timely confirmation of a book-entry transfer of Public Warrants into the Depositary’s account at DTC.

PUBLIC WARRANTS HELD IN STREET NAME. If Public Warrants are held through a direct or indirect DTC participant, such as a broker, dealer, commercial bank, trust company or other financial intermediary, you must instruct that holder to tender your Public Warrants on your behalf. A letter of instructions is included in these

materials, and as an exhibit to the Schedule TO. The letter may be used by you to instruct a custodian to tender and deliver Public Warrants on your behalf.

Unless the Public Warrants being tendered are delivered to the Depositary by 12:00 midnight, Eastern Time, on August 16, 2019 (the Expiration Date) accompanied by a properly completed and duly executed Letter of Transmittal or a properly transmitted Agent’s Message, the Company may, at its option, treat such tender as invalid. Issuance of Shares representedupon tender of Public Warrants will be made only against the valid tender of Public Warrants.

GUARANTEED DELIVERY. If you want to tender your Public Warrants pursuant to the Offer, but (i) your Public Warrants are not immediately available, (ii) the procedure for book-entry transfer cannot be completed on a timely basis, or (iii) time will not permit all required documents to reach the Depositary prior to the Expiration Date, you can still tender your Public Warrants, if all of the following conditions are met:

(a) the tender is made by or through an Eligible Institution;

(b) the Depositary receives by hand, mail, overnight courier or fax, prior to the Expiration Date, a properly completed and duly executed Notice of Guaranteed Delivery in personthe form the Company has provided with this Offer Letter (with signatures guaranteed by an Eligible Institution); and

(c) the Depositary receives, within two Nasdaq trading days after the date of its receipt of the Notice of Guaranteed Delivery:

(1) the certificates for all tendered Public Warrants, or confirmation of receipt of the Public Warrants pursuant to the procedure for book-entry transfer as described above; and

(2) a properly completed and duly executed Letter of Transmittal (or copy thereof), or any Agent’s Message in the case of a book-entry transfer, and any other documents required by the Letter of Transmittal.

In any event, the issuance of Shares for Public Warrants tendered pursuant to the Offer and accepted pursuant to the Offer will be made only after timely receipt by the Depositary of Public Warrants, properly completed and duly executed Letter(s) of Transmittal and any other required documents.

B. Conditions of the Offer

The conditions of the Offer are:

i. there shall not have been instituted, threatened in writing or be pending any action or proceeding before or by proxy and entitled to vote thereon at the extraordinary general meeting. Accordingly, if you fail to voteany court or governmental, regulatory or administrative agency or instrumentality, or by proxy or to vote inany other person, at the extraordinary general meeting, your shares will not be counted in connection with the Offer, that is, or is reasonably likely to be, in our reasonable judgment, materially adverse to our business, operations, properties, condition, assets, liabilities or prospects, or which would or might, in our reasonable judgment, prohibit, prevent, restrict or delay consummation of the Offer or materially impair the contemplated benefits to us of the Offer;

ii. no order, statute, rule, regulation, executive order, stay, decree, judgment or injunction shall have been proposed, enacted, entered, issued, promulgated, enforced or deemed applicable by any court or governmental, regulatory or administrative agency or instrumentality that, in our reasonable judgment, would or would be reasonably likely to prohibit, prevent, restrict or delay consummation of the Offer or materially impair the contemplated benefits to us of the Offer, or that is, or is reasonably likely to be, materially adverse to our business, operations, properties, condition, assets, liabilities or prospects;

iii. in our reasonable judgment, there shall not have occurred or be reasonably likely to occur, any material adverse change to our business, operations, properties, condition, assets, liabilities, prospects or financial affairs; and

iv. there shall not have occurred:

a. any general suspension of, or limitation on prices for, trading in securities in U.S. securities or financial markets;

b. any material adverse change in the price of the Shares in U.S. securities or financial markets;

c. a declaration of a banking moratorium or any suspension of payments in respect to banks in the United States;

d. any limitation (whether or not mandatory) by any government or governmental, regulatory or administrative authority, agency or instrumentality, domestic or foreign, or other event that, in our reasonable judgment, would or would be reasonably likely to affect the extension of credit by banks or other lending institutions; or

e. a commencement or significant worsening of a war or armed hostilities or other national or international calamity, including but not limited to, catastrophic terrorist attacks against the United States or its citizens.

v. at least 65% of the Public Warrants (which is the minimum number required to amend the Warrant Agreement) are tendered in the Offer and Consent Solicitation.

The foregoing conditions are solely for our benefit, and we may assert one or more of the conditions regardless of the circumstances giving rise to any such conditions. We may also, in our sole and absolute discretion, waive these conditions in whole or in part, subject to the potential requirement to disseminate additional information and extend the Offer, as described under “The Offer, Section 11. Conditions; Termination; Waivers; Extensions; Amendments.” The determination by us as to whether any condition has been satisfied shall be conclusive and binding on all parties. The failure by us at any time to exercise any of whetherthe foregoing rights shall not be deemed a valid quorum is established, however,waiver of any such right and each such right shall be deemed a continuing right which may be asserted at any time and from time to time prior to the Expiration Date.

We may terminate the Offer if a valid quorum isany of the conditions of the Offer are not satisfied prior to the Expiration Date. See “The Offer, Section 11. Conditions; Termination; Waivers; Extensions; Amendments.”

C. Determination of Validity

All questions as to the form of documents and the validity, eligibility (including time of receipt) and acceptance for exchange of any tenders of Public Warrants will be determined by the Company, in its sole discretion, and its determination will be final and binding, subject to the judgment of any court that might provide otherwise. The Company reserves the absolute right, subject to the judgment of any court that might provide otherwise, established, suchto reject any or all tenders of Public Warrants that it determines are not in proper form or reject tenders of Public Warrants that may, in the opinion of the Company’s counsel, be unlawful. The Company also reserves the absolute right, subject to the judgment of any court that might provide otherwise, to waive any defect or irregularity in any tender of Public Warrants. Neither the Company nor any other person will be under any duty to give notice of any defect or irregularity in tenders, nor will any of them incur any liability for failure to votegive any such notice.

D. Tender Constitutes an Agreement

A tender of Public Warrants made pursuant to any method of delivery set forth herein will also constitute an acknowledgement by the tendering Public Warrant holder that: (i) the Offer is discretionary and may be extended, modified, suspended or terminated by us as provided herein; (ii) such Public Warrant holder is voluntarily participating in the Offer; (iii) the future value of our Public Warrants is unknown and cannot be predicted with certainty; (iv) such Public Warrant holder has read this Offer Letter; (v) such Public Warrant holder has consulted his, her or its tax and financial advisors with regard to how the Offer will impact the tendering Public Warrant holder’s specific situation; (vi) any foreign exchange obligations triggered by such

Public Warrant holder’s tender of Public Warrants or receipt of Shares are solely his, her or its responsibility; and (vii) regardless of any action that we take with respect to any or all income/capital gains tax, social security or insurance tax, transfer tax or other tax-related items (“Tax Items”) related to the Offer and the disposition of Public Warrants, such Public Warrant holder acknowledges that the ultimate liability for all Tax Items is and remains his, her or its sole responsibility. In that regard, a tender of Public Warrants authorizes us to withhold all applicable Tax Items potentially payable by a tendering Public Warrant holder. Our acceptance for payment of Public Warrants tendered pursuant to the Offer will constitute a binding agreement between the tendering Public Warrant holder and us upon the terms and subject to certain conditions of the Offer.

E. Signature Guarantees

Except as otherwise provided below, all signatures on a Letter of Transmittal by a person residing in or tendering Public Warrants in the United States must be guaranteed by an Eligible Institution. Signatures on a Letter of Transmittal need not be guaranteed if (i) the Letter of Transmittal is signed by the registered holder of the Public Warrant(s) tendered therewith and such holder has not completed the box entitled “Special Delivery Instructions” or “Special Issuance Instructions” in the Letter of Transmittal; or (ii) such Public Warrant(s) are tendered for the account of an Eligible Institution. See Instructions 1 and 5 of the Letter of Transmittal.

Tenders of Public Warrants made pursuant to the Offer may be rescinded at any time prior to the Expiration Date. Thereafter, such tenders are irrevocable. If the Company extends the period of time during which the Offer is open for any reason, then, without prejudice to the Company’s rights under the Offer and in a manner compliant with Rule 14e-1(c) of the Exchange Act, the Company may retain all Public Warrants tendered and tenders of such Public Warrants may not be rescinded, except as otherwise provided in this Section 3. Notwithstanding the foregoing, tendered Public Warrants may also be withdrawn if the Company has not accepted the Public Warrants for exchange by the 40th business day after the initial commencement of the Offer.

To be effective, a written notice of withdrawal must be timely received by the Depositary at its address identified in this Offer Letter. Any notice of withdrawal must specify the name of the holder who tendered the Public Warrants for which tenders are to be withdrawn and the number of Public Warrants to be withdrawn. If the Public Warrants to be withdrawn have no effectbeen delivered to the Depositary, a signed notice of withdrawal must be submitted to the Depositary prior to release of such Public Warrants. In addition, such notice must specify the name of the registered holder (if different from that of the tendering Public Warrant holder). Withdrawal may not be cancelled, and Public Warrants for which tenders are withdrawn will thereafter be deemed not validly tendered for purposes of the Offer. However, Public Warrants for which tenders are withdrawn may be tendered again by following one of the procedures described in Section 2 at any time prior to the Expiration Date.

A holder of Public Warrants desiring to withdraw tendered Public Warrants previously delivered through DTC should contact the DTC participant through which such holder holds his, her or its Public Warrants. In order to withdraw previously tendered Public Warrants, a DTC participant may, prior to the Expiration Date, withdraw its instruction previously transmitted through DTC’s ATOP procedures by (i) withdrawing its acceptance, or (ii) delivering to the Depositary by mail, hand delivery or fax, a notice of withdrawal of such instruction. The notices of withdrawal must contain the name and number of the DTC participant. A withdrawal of an instruction must be executed by a DTC participant as such DTC participant’s name appears on its transmission to which such withdrawal relates. A DTC participant may withdraw a tendered Public Warrant only if such withdrawal complies with the provisions described in this paragraph.

A holder who tendered his, her or its Public Warrants other than through DTC should send written notice of withdrawal to the Depositary specifying the name of the Public Warrant holder who tendered the Public Warrants being withdrawn. All signatures on a notice of withdrawal must be guaranteed by a Medallion Signature

Guarantor; provided, however, that signatures on the outcomenotice of withdrawal need not be guaranteed if the Public Warrants being withdrawn are held for the account of an Eligible Institution. Withdrawal of a prior Public Warrant tender will be effective upon receipt of the notice of withdrawal by the Depositary. Selection of the method of notification is at the risk of the Public Warrant holder, and notice of withdrawal must be timely received by the Depositary.

All questions as to the form and validity (including time of receipt) of any vote onnotice of withdrawal will be determined by the Extension Amendment Proposal. The approvalCompany, in its sole discretion, which determination will be final and binding, subject to the judgment of any court that might provide otherwise. Neither the Company nor any other person will be under any duty to give notification of any defect or irregularity in any notice of withdrawal or incur any liability for failure to give any such notification, subject to the judgment of any court that might provide otherwise.

Upon the terms and subject to the conditions of the Trust Amendment Proposal requires the affirmative vote of holders of sixty five percent (65%)Offer, we will accept for exchange Public Warrants validly tendered as of the issued and outstanding Ordinary Shares. Accordingly, if you failExpiration Date. The Shares to vote by proxy or to vote in person at the extraordinary general meeting, such failure to vote will affect the outcome of any vote on the Trust Amendment Proposal as itbe issued will be delivered promptly following the equivalentExpiration Date. In all cases, Public Warrants will only be accepted for exchange pursuant to the Offer after timely receipt by the Depositary of a vote againstproperly completed and duly executed Letter of Transmittal (or copy thereof), or any Agent’s Message in the Trust Amendment Proposal. Approvalcase of a book-entry transfer, and any other documents required by the Letter of Transmittal.

For purposes of the Adjournment ProposalOffer, the Company will requirebe deemed to have accepted for exchange Public Warrants that are validly tendered and for which tenders are not withdrawn, unless the affirmative voteCompany gives written notice to the Public Warrant holder of its non-acceptance prior to the Expiration Date.

If you tender Public Warrants pursuant to the Offer, and you are not an affiliate of the majority of the Ordinary Shares represented in person or by proxy and entitled to vote thereon at the extraordinary general meeting. Accordingly, if you fail to vote by proxy or to vote in person at the extraordinary general meeting, your shares will not be counted in connection with the determination of whether a valid quorum is established, however, if a valid quorum is otherwise established, such failure to vote will have no effect on the outcome of any vote on the Adjournment Proposal. If you hold your shares in "street name" through a bank, broker or other nominee,Company, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the extraordinary general meeting.

receive unlegended Shares, which will be freely tradable.

AVISTA HEALTHCARE PUBLIC ACQUISITION CORP.
65 EAST 55TH STREET, 18TH FLOOR
NEW YORK, NEW YORK 10022

A. Information Concerning Organogenesis Holdings Inc.

NOTICE OF EXTRAORDINARY GENERAL MEETING

TO BE HELD OCTOBER 4, 2018

PROXY STATEMENT

Organogenesis Holdings Inc. (f/k/a Avista Healthcare Public Acquisition Corp.,Corp (“AHPAC”)) was originally incorporated as a Cayman IslandIslands exempted company ("AHPAC,"in December 2015 as a special purpose acquisition company, formed for the "Company," "we," "us"purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization, or "our"), is providing this proxy statement in connection with the solicitation by the Board of proxies to be voted at the Extraordinary General Meeting to be held on October 4, 2018, at 10:00 a.m. Eastern Time at the offices of Weil, Gotshal & Manges LLP, located at 767 Fifth Avenue, New York, NY 10153 (the "extraordinary general meeting").

        At the extraordinary general meeting, proposals (i) to amend the Company's amended and restated articles of association (the "Articles") to extend the date by which the Company has to consummate asimilar business combination (the "Extension") fromwith one or more target businesses. On October 14, 2018 to February 15, 2019 (the "Extended Date") (the "Extension Amendment Proposal"), (ii) to amend the Company's Investment Management Trust Agreement (the "Trust Agreement"), dated as of October 10, 2016, by and between AHPAC and Continental Stock Transfer & Trust Company (the "trustee"), to extend the date on which to commence liquidating the trust account ("trust account") established in connection with the Company'sconsummated its initial public offering, ("IPO")following which its shares began trading on the Nasdaq Capital Market. On December 10, 2018, in a transaction referred to as the event the Company has not“Business Combination,” AHPAC re-domesticated as a Delaware corporation and consummated a business combination priorwith Organogenesis Inc. (“Organogenesis”). In connection with the closing of the Business Combination, AHPAC changed its name to October 14, 2018,“Organogenesis Holdings Inc.” and its trading symbols on Nasdaq from October 14, 2018“AHPA,” and “AHPAW,” to “ORGO” and “ORGOW” for its Shares and Public Warrants, respectively.

We are a leading regenerative medicine company focused on the Extended Date (the "Trust Amendment Proposal")development, manufacture and (iii) a proposalcommercialization of solutions for the Advanced Wound Care and Surgical & Sports Medicine markets. Our products have been shown through clinical and scientific studies to adjournsupport and in some cases accelerate tissue healing and improve patient outcomes. We are advancing the extraordinary general meetingstandard of care in each phase of the healing process through multiple breakthroughs in tissue engineering and cell therapy. Our solutions address large and growing markets driven by aging demographics and increases in comorbidities such as diabetes, obesity, cardiovascular and peripheral vascular disease and smoking. We offer our differentiated products and in-house customer support to a later date or dates, if necessary,wide range of health care customers including hospitals, wound care centers, government facilities, ambulatory surgery centers and physician offices. Our mission is to permit further solicitationprovide integrated healing solutions that substantially improve medical outcomes and votethe lives of proxies if, based uponpatients while lowering the tabulated voteoverall cost of care.

Our principal executive offices are located at the time85 Dan Road, Canton, Massachusetts 02021, and our telephone number is (781) 575-0775.

B. Establishment of Offer Terms; Approval of the extraordinary general meeting, there are not sufficient votes to approve the Extension Amendment ProposalOffer

Our board of directors approved this Offer and Consent Solicitation and the Trust Amendment Proposal (the "Adjournment Proposal"),exchange ratio and other terms of this Offer and Consent Solicitation. The board of directors set the exchange ratio in order to provide the holders of the Public Warrants with an incentive to exchange the Public Warrants, without resulting in the issuance of a number of Shares that the board considered to be overly dilutive. The board believed that the exchange ratio provides holders of the Public Warrants with an incentive to exchange the Public Warrants for Shares because, based on recent trading prices of the Shares and Public Warrants, the market value of one Share is greater than that of 12 Public Warrants, and holders who exchange Public Warrants, which are currently out of the money, will be consideredreceive a more liquid security.

C. Purpose of the Offer

The Offer and voted upon.

Consent Solicitation is being made to all holders of Public Warrants. The purpose of the Extension Amendment Proposal, the Trust Amendment Proposal and, if necessary, the Adjournment Proposal,Offer is to allowreduce the Company more time to complete its proposed business combination (the "Organogenesis Transaction") pursuant tonumber of Shares that certain Agreement and Planwould become outstanding upon the exercise of Merger, dated as of August 17, 2018 (as it may be amended, the "Merger Agreement"), by and among the Company, Avista Healthcare Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Company ("Merger Sub") and Organogenesis Inc., a Delaware corporation ("Organogenesis") which contemplates the domestication of AHPAC as a Delaware corporation in accordance with Section 388 of the Delaware General Corporation Law and the Cayman Islands Companies Law (2018 Revision) (the "domestication"), the merger of Merger Sub with and into Organogenesis, with Organogenesis surviving the merger as a wholly owned direct subsidiary of AHPAC (the "merger") and the other transactions contemplated by the Merger Agreement. Our IPO prospectus and our Articles provide that the Company has until October 14, 2018 to complete its initial business combination (the "Termination Date"). Our board of directors has determined that it is in the best interests of our shareholders to extend the Termination Date by approving the Extension Amendment Proposal and the Trust Amendment Proposal. While we have entered into the Merger Agreement with Merger Sub and Organogenesis and have filed with the Securities and Exchange Commission a registration statement on Form S-4 including the joint proxy/consent solicitation statement/prospectus forming a part thereof (the "Registration Statement") in respect of the Organogenesis Transaction in preliminary form on August 29, 2018, our board currently believes that there will not be sufficient time before the Termination Date to hold an extraordinary general meeting at which to conduct a vote for shareholder approval of the Organogenesis Transaction and consummate

the closing of the Organogenesis Transaction. Accordingly, ourPublic Warrants. The Company’s board of directors believes that by allowing holders of Public Warrants to exchange one Public Warrant for 0.095 Shares, the Company can potentially reduce, or eliminate, the substantial number of Shares that would be issuable upon exercise of the Public Warrants, thus providing investors and potential investors with greater certainty as to the Company’s capital structure. For example, if all of the outstanding Public Warrants were validly tendered in orderthe Offer, the Company would issue approximately 2,934,622 Shares in exchange for such tendered Public Warrants. However, if all of the outstanding Public Warrants were exercised for Shares pursuant to the terms of the Public Warrants, the Company would issue 15,445,374 Shares in such exercise. The Public Warrants acquired pursuant to the exchange will be ableretired and cancelled. The Offer is not made pursuant to consummatea plan to periodically increase any securityholder’s proportionate interest in the assets or earnings and profits of the Company.

D. Interests of Directors and Executive Officers

The names of the executive officers and directors of the Company are set forth below. The business address for each such person is: c/o Organogenesis Transaction, we will need to obtainHoldings Inc., 85 Dan Road, Canton, Massachusetts 02021 and the Extension.telephone number for each such person is (781) 575-0775.

As previously reported, on August 21, 2017,of July 17, 2019, the Company had 91,343,389 outstanding shares of Class A Common Stock, no outstanding shares of Class B Common Stock and 30,890,748 outstanding Public Warrants. The Shares issuable upon

exchange of the outstanding Public Warrants pursuant to the Offer represent approximately 3.21% of our outstanding Shares as of July 17, 2019.

To our knowledge, none of our directors or executive officers beneficially own Public Warrants.

The Company does not beneficially own any Public Warrants.

Except as set forth below we have not and, to the best of our knowledge, none of our current directors, executive officers or any person holding a controlling interest in us has, engaged in any transactions involving the Public Warrants during the 60-day period prior to the date of this Offer Letter.

NONE OF THE COMPANY OR ANY OF ITS DIRECTORS, OFFICERS OR EMPLOYEES, OR THE DEPOSITARY, THE INFORMATION AGENT OR THE FINANCIAL ADVISOR MAKES ANY RECOMMENDATION TO ANY HOLDER OF PUBLIC WARRANTS AS TO WHETHER TO EXERCISE SOME OR ALL OF THEIR PUBLIC WARRANTS. EACH HOLDER OF PUBLIC WARRANTS MUST MAKE HIS OR HER OWN DECISION AS TO WHETHER TO EXERCISE THEIR PUBLIC WARRANTS.

E. Plans, Proposals or Negotiations

Except as set forth below in Section 8 hereunder, there are no present plans, proposals or negotiations by the Company that relate to or would result in:

THE COMPANY’S BOARD OF DIRECTORS HAS APPROVED THE OFFER AND CONSENT SOLICITATION. HOWEVER, NONE OF THE COMPANY, ITS DIRECTORS, OFFICERS OR EMPLOYEES, NOR THE DEPOSITARY, THE INFORMATION AGENT OR THE FINANCIAL ADVISOR, MAKES ANY RECOMMENDATION AS TO WHETHER YOU SHOULD TENDER ANY PUBLIC WARRANTS AND CONSENT TO THE WARRANT AMENDMENT. EACH HOLDER OF A PUBLIC WARRANT MUST MAKE HIS, HER OR ITS OWN DECISION AS TO WHETHER TO TENDER SOME OR ALL OF HIS, HER OR ITS PUBLIC WARRANTS AND CONSENT TO THE WARRANT AMENDMENT.

6. PRICE RANGE OF SHARES AND PUBLIC WARRANTS

Our Shares are listed on Nasdaq under the symbol ORGO and our Public Warrants are listed on OTC under the symbol ORGOW. Prior to December 10, 2018, our Shares and Public Warrants were listed on Nasdaq under the symbols AHPA and AHPAW, respectively. On July 17, 2019, the last reported sale prices for the Shares on Nasdaq was $6.40 and the Public Warrants on OTC was $0.51.

The Company recommends that holders consider current market quotations for the Shares and the Public Warrants, among other factors, before deciding whether or not to tender their Public Warrants.

The table below indicates the implied Public Warrant value at various hypothetical stock prices based on the exchange ratio of 0.095 Shares per Public Warrant. The implied Public Warrant value is calculated by multiplying the prices per Share in the table below by the exchange ratio. The stock prices below are included for illustrative purposes only and there can be no assurance that the Shares will trade at such prices prior to, at or after the expiration of the Offer.

7. SOURCE AND AMOUNT OF FUNDS

Because this transaction is an offer to holders to exchange their existing Public Warrants for Shares, there is no source of funds or other cash consideration being paid by the Company to those tendering Public Warrants. We will use our existing funds to pay expenses associated with the Offer and Consent Solicitation.

8. TRANSACTIONS AND AGREEMENTS CONCERNING THE COMPANY’S SECURITIES

Except as described herein, none of the Company or, to our knowledge, any of our affiliates, directors or executive officers, is a party to any contract, arrangement, understanding or agreement with any other person relating, directly or indirectly, to the Offer or with respect to any of our securities, including any contract, arrangement, understanding or agreement concerning the transfer or the voting of the securities, joint ventures, loan or option arrangements, puts or calls, guaranties of loans, guaranties against loss or the giving or withholding of proxies, consents or authorizations.

Warrant Agreement

In connection with our initial public offering and the appointment of a warrant agent for the Public Warrants, we entered into a transactionwarrant agreement by(the “Warrant Agreement”) with CST on October 10, 2016. The Warrant Agreement provides for the various terms, restrictions and among the Company, Merger Sub, Avista Healthcare NewCo, LLC, a Delaware limited liability company and a direct wholly owned subsidiarygoverning provisions that dictate all of the Company ("NewCo"), Envigo International Holdings, Inc., a Delaware corporation ("Envigo") and Jermyn Street Associates, LLC, solely in its capacity as Shareholder Representative (as defined therein), as amended by that certain Amendment No. 1, dated as of November 22, 2017, as further amended by that certain Amendment No. 2, dated as of December 22, 2017, as further amended by that certain Amendment No. 3, dated as of January 21, 2018 and as further amended by that certain Amendment No. 4, dated as of February 9, 2018 (the "Transaction Agreement"). On February 14, 2018, pursuant to Section 7.1(a) of the Transaction Agreement, the Company and Envigo entered into a Mutual Termination Agreement (the "Mutual Termination Agreement") and the Transaction Agreement was terminated effective as of February 14, 2018.

        The holders of AHPAC's Class A ordinary shares issued in the Company's IPO (the "public shares"), regardless of whether they vote for or against the Extension Amendment Proposal, may elect to redeem their public shares in exchange for their pro rata portion of the funds held in the trust account if the Extension is implemented (the "Redemption"). For illustrative purposes, based on the fair market value of marketable securities held in the trust account of approximately $315,791,565 as of September 12, 2018, the estimated per share redemption price would have been approximately $10.19. The Company estimates that the per share pro rata portion of the trust account will be approximately $10.19 at the time of the extraordinary general meeting. The closing price of the public shares on September 12, 2018 was $10.10. Accordingly, if the market price were to remain the same until the date of the extraordinary general meeting, exercising redemption rights would result in a public shareholder receiving approximately $0.09 more than if he sold his stock in the open market. The Company cannot assure shareholders that they will be able to sell their public shares in the open market, even if the market price per share is higher than the redemption price state above, as there may not be sufficient liquidity in its securities when such shareholders wish to sell their shares. The Company believes that such redemption right enables the Company's public shareholders to determine not to sustain their investments for an additional period if the Company does not complete the Organogenesis Transaction in the timeframe contemplated by the terms of its Articles. If the Extension Amendment ProposalPublic Warrants.

PIPE Warrant Agreement and Trust Amendment Proposal are approved byPIPE Warrant Exchange Agreement

In connection with the requisite vote of shareholders, the remaining holders of public shares will retain their right to convert their public shares for their pro rata portionclosing of the funds available in the trust accountBusiness Combination, we issued 9,022,741 shares of our Common Stock and 4,100,000 warrants to purchase one-half of one share of our Common Stock at the time when the Organogenesis Transaction is submittedan exercise price of $5.75 per half share (the “PIPE Warrants”), to shareholders.

        Approval of the Extension Amendment Proposal and the Trust Amendment Proposal are conditions to the implementation of the Extension.

        If the Extension Amendment Proposal and the Trust Amendment Proposal are approved, the amount remaining in the trust account following the Redemption may be only a small fraction of the approximately $315,791,565 that was in the trust account as of September 12, 2018 (the "Record Date"). Concurrently with the signing of the Merger Agreement, AHPAC entered into a subscription agreement with Avista Capital Partners IV L.P., a Delaware limited partnership and Avista Capital Partners IV (Offshore), L.P., a limited partnership formed under the laws of Bermuda (collectively, the "“PIPE InvestorInvestors"”) forpursuant to the purchaseterms of a subscription agreement dated as of August 17, 2018 by and sale, immediately followingbetween us and the domestication, of 9,022,741 shares of Class A common stock of AHPAC and 4,100,000 warrants to purchase one-half of one share of Class A common stock of AHPAC,PIPE Investors, for an aggregate purchase price of $46,000,000 throughin a private placement. In connection with the sale and issuance of the PIPE Warrants, we entered into a warrant agreement (the “PIPE Warrant Agreement”) with CST, as warrant agent. The PIPE Warrant Agreement provides for the various terms, restrictions and governing provisions that dictate all of the terms of the PIPE Warrants, which are substantially similar to the Public Warrants except that: (i) the PIPE Warrant Agreement can only be amended by the holders of 65% of the PIPE Warrants, (ii) the PIPE Warrants cannot be redeemed pursuant to the terms of the PIPE Warrant Agreement so long as they are held by the PIPE Investors or their permitted transferees, (iii) the PIPE Warrants are not registered under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, and (iv) the PIPE Warrants are not traded on OTC. On July 12, 2019, we entered into a Warrant Exchange Agreement with the PIPE Investors pursuant to which, the PIPE Investors agreed to exchange their PIPE Warrants at the same exchange ratio offered to the Public Warrant holders. The exchange of the PIPE Warrants by the PIPE Investors is subject to our acceptance of the tender of 65% or more of the outstanding Public Warrants in connection with this Offer. This transaction is exempt from registration under Section 3(a)(9) of the Securities Act, as no commission or other remuneration will be paid or given directly or indirectly for soliciting such transaction.

Amended and Restated Registration Rights Agreement

On December 10, 2018, in connection with the closing of our Business Combination, we entered into an Amended and Restated Registration Rights Agreement with certain of our stockholders including certain of our directors, officers and affiliates, in respect of the shares of our Class A common stock and warrants to purchase shares of our Class A common stock issued in connection with the closing of a private placement concurrent with the closing of the Business Combination. These stockholders (and their permitted transferees) are entitled to certain registration rights described in the Amended and Restated Registration Rights Agreement, including, among other things, customary registration rights, including demand and piggy-back rights, subject to cut-back provisions. We will bear the expenses incurred in connection with the filing of any such registration statements, other than certain underwriting discounts, selling commissions and expenses related to the sale of shares. On December 24, 2018, we filed a re-sale registration statement on Form S-3 pursuant to the terms of the Amended and Restated Registration Rights Agreement, which was declared effective on February 12, 2019.

Stockholders Agreement

On December 10, 2018, in connection with the closing of our Business Combination, we entered in a Stockholders Agreement with certain of our stockholders whereby, among other things, the PIPE Investors are provided the right to designate one director nominee and one observer to our board of directors. Pursuant to the terms of the Stockholders Agreement at any time that and for so long as the PIPE Investors collectively own at least 7.5% of the outstanding shares of our capital stock that are then entitled to vote generally in the election of directors, certain rights accrue to the PIPE Investors. Those rights include the right to designate one individual for election to our board of directors, which individual shall be included as part of our slate of directors, and the right to have one person designated by the PIPE Investors to attend all meetings of our board of directors and any committees thereof as an observer, with such observer to receive the materials relevant to such meeting as provided to our directors or members of the applicable committee. The terms of the Stockholders Agreement also provide the PIPE Investors certain customary rights to receive information about us, including information necessary to assist each of the PIPE Investors in preparing its tax returns, customary rights to examine our books and records and request copies of financial statements and other corporate documents and correspondences.

Controlling Stockholders Agreement

On December 10, 2018, in connection with the closing of our Business Combination, we entered into a Controlling Stockholders Agreement with Alan A. Ades, Albert Erani and Glenn H. Nussdorf, members of our board of directors, together with Dennis Erani, Starr Wisdom and certain of their respective affiliates (collectively, the “Controlling Entities”). The Controlling Stockholders Agreement, among other things, provides the Controlling Entities with the right to nominate an aggregate of four directors to our board of directors, with two directors to be designated by Alan A. Ades, one director to be designated by Albert Erani and one director to be designated by Glenn H. Nussdorf. The nomination rights shall exist for so long as each individual (or, in the case of Albert Erani, collectively with Dennis Erani) beneficially owns at least 7.5% of the outstanding shares of our common stock. The Controlling Entities also agreed to vote their shares of our common stock in support of such nominees, and to appoint each of Alan A. Ades, Albert Erani and Glenn H. Nussdorf as his or her attorney-in-fact in connection with the matters contemplated by the Controlling Stockholders Agreement.

Other Agreements and Transactions

The Company has retained CST to act as the Depositary, Morrow Sodali to act as the Information Agent and Credit Suisse to act as its Financial Advisor. Directors, officers and employees of either us or our affiliates or the Information Agent may contact holders of Public Warrants by hand, mail or telephone regarding the Offer and may request brokers, dealers and other nominees to forward the Offer Letter and related materials to beneficial owners of the Public Warrants. Such directors, officers and employees will not be specifically compensated for providing such services. CST and Morrow Sodali will receive reasonable and customary compensation for their respective services in connection with the Offer, plus reimbursement for out-of-pocket expenses, and will be indemnified by the Company against certain liabilities and expenses in connection therewith.

We have no contract, arrangement or understanding relating to the payment of, and will not, directly or indirectly, pay, any commission or other remuneration to any broker, dealer, salesperson, agent or any other person for soliciting tenders in the Offer.

9. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information with respect to beneficial ownership of our common stock as of July 17, 2019, by:

Beneficial ownership is determined in accordance with the rules of the SEC. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of common stock subject to options or warrants held by that person that are currently exercisable or exercisable within 60 days of July 17, 2019 are deemed outstanding, but are not deemed outstanding for computing the percentage ownership of any other person. To our knowledge, except as set forth in the footnotes to this table and subject to applicable community property laws, each person named in the table has sole voting and investment power with respect to the shares set forth opposite such person’s name.

Each stockholder’s percentage ownership is determined in accordance with Rule 13d-3 under the Exchange Act and is based on 91,343,389 shares of our common stock outstanding as of July 17, 2019. The number of outstanding shares beneficially owned by each stockholder below was obtained from the most recent publicly filed information, as applicable.

10. FINANCIAL INFORMATION REGARDING THE COMPANY

The financial information included under Part II, Item 8 in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 (the “2018 10-K”) and under Part I, Item 1 in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019 (the “2019 Q1 10-Q”) is incorporated herein by

reference. The full text of all such filings with the SEC, as well as other documents we have filed with the SEC prior to, or will file with the SEC subsequent to, the filing of the Tender Offer Statement on Schedule TO can be accessed electronically on the SEC’s website at www.sec.gov.

The following table shows summary historical financial information of the Company for the periods and as of the dates indicated. The summary historical consolidated financial information of the Company was derived from the audited historical consolidated financial statements of the Company included in Part II, Item 8 in the 2018 10-K (other than the historical statements of operations data for the fiscal year ended December 31, 2015 and the balance sheet data as of December 31, 2016 and 2015 which are derived from audited consolidated financial statements of the Company not included in the 2018 10-K) and the unaudited financial statements of the Company included in Part I, Item 1 in the 2019 Q1 10-Q. The following summary historical financial information should be read in conjunction with our consolidated financial statements and related notes in Part II, Item 8 of the 2018 10-K and Part I, Item I of the 2019 Q1 10-Q and with our “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the 2018 10-K and Part I, Item 2 of the 2019 Q1 10-Q. Our historical results are not necessarily indicative of results to be expected for any future period.

v. at least 65% of the Public Warrants (which is the minimum number required to amend the Warrant Agreement) are tendered in the Offer and Consent Solicitation.

The foregoing conditions are solely for our benefit, and we may assert one or more of the conditions regardless of the circumstances giving rise to any such conditions. We may also, in our sole and absolute discretion, waive these conditions in whole or in part, subject to the potential requirement to disseminate additional information and extend the Offer and Consent Solicitation, as described below. The determination by us as to whether any condition has been satisfied shall be conclusive and binding on all parties. The failure by us at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right and each such right shall be deemed a continuing right which may be asserted at any time and from time to time prior to the Expiration Date.

We may terminate the Offer and Consent Solicitation if any of the conditions of the Offer are not satisfied prior to the Expiration Date. In the event that we terminate the Offer and Consent Solicitation, all Public Warrants tendered by a Public Warrant holder in connection with the Offer will be returned to such Public Warrant holder and the Public Warrants will expire in accordance with their terms on December 10, 2023 and will otherwise remain subject to their original terms, including the redemption provisions.

Subject to applicable securities laws and the terms and conditions set forth in this Offer Letter, we expressly reserve the right (but will not be obligated), at any time or from time to time, prior to the Expiration Date, regardless of whether or not any of the events set forth above shall have occurred or shall have been determined by us to have occurred, to (a) waive any and all conditions of the Offer and Consent Solicitation, (b) extend the Offer and Consent Solicitation, or (c) otherwise amend the Offer and Consent Solicitation in any respect. The rights reserved by us in this paragraph are in addition to our rights to terminate the Offer and Consent Solicitation described above. Irrespective of any amendment to the Offer and Consent Solicitation, all Public Warrants previously tendered pursuant to the Offer and Consent Solicitation and not accepted for exchange or withdrawn will remain subject to the Offer and Consent Solicitation and may be accepted thereafter for exchange by us.

If we materially change the terms of the Offer and Consent Solicitation or the information concerning the Offer and Consent Solicitation, or if we waive a material condition to the Offer and Consent Solicitation, we will disseminate additional information and extend the Offer and Consent Solicitation to the extent required by Exchange Act Rules 13e-4(d)(2) and 13e-4(e)(3). In addition, we may, if we deem appropriate, extend the Offer and Consent Solicitation for any other reason. In addition, if the exchange ratio for Shares to Public Warrants is adjusted, the Offer and Consent Solicitation will remain open at least ten (10) business days from the date we first give notice of such change to Public Warrant holders, by press release or otherwise.

Any extension, amendment or termination of the Offer and Consent Solicitation by us will be followed promptly by a public announcement thereof. Without limiting the manner in which we may choose to make such announcement, we will not, unless otherwise required by law, have any obligation to advertise or otherwise communicate any such announcement other than by making a release to the Dow Jones News Service, Globe Newswire or such other means of public announcement as we deem appropriate.

If for any reason the acceptance for exchange (whether before or after any Public Warrants have been accepted for exchange pursuant to the Offer and Consent Solicitation), or the exchange for, Public Warrants subject to the Offer and Consent Solicitation is delayed or if we are unable to accept for exchange, or exchange for, Public Warrants pursuant to the Offer and Consent Solicitation, then, without prejudice to our rights under the Offer and Consent Solicitation, tendered Public Warrants may be retained by the Depositary on our behalf and may not be withdrawn (subject to Exchange Act Rule 14e-1(c), which requires that an offeror deliver the consideration offered or return the securities deposited by or on behalf of the investor promptly after the termination or withdrawal of a tender offer). In addition to being limited by Exchange Act Rule 14e-1(c), our reservation of the right to delay delivery of the Shares for Public Warrants which we have accepted for exchange pursuant to the Offer and Consent Solicitation is limited by Exchange Act Rule 13e-4(f)(5), which requires that an offeror deliver the consideration offered or return the securities tendered pursuant to a limitedtender offer promptly after

termination or withdrawal of that tender offer. Notwithstanding the foregoing, tendered Public Warrants may also be withdrawn if the Company has not accepted the Public Warrants for exchange by the 40th business day after the initial commencement of the Offer and Consent Solicitation.

Pursuant to Exchange Act Rule 13e-4, we have filed the Schedule TO with the SEC which contains additional information with respect to the Offer and Consent Solicitation. The Schedule TO, including the exhibits and any amendments thereto, may be examined, and copies may be obtained, at the same places and in the same manner as set forth under “Additional Information; Miscellaneous” in this Offer Letter.

12. MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES

The following is a summary of the material U.S. federal income tax consequences to holders that own and hold Public Warrants as capital assets, within the meaning of Section 1221 of the Internal Revenue Code of 1986, as amended (the “Code”), and that exchange Public Warrants for Shares pursuant to the Offer. This discussion does not address all of the tax consequences that may be relevant to a holder based on his, her or its individual circumstances and does not address tax consequences applicable to holders that may be subject to special tax rules, such as: financial institutions; insurance companies; regulated investment companies; tax-exempt organizations; dealers or traders in securities or currencies; holders that actually or constructively own 5% or more of our Shares; holders that hold Public Warrants as part of a position in a straddle or a hedging, conversion or integrated transaction for U.S. federal income tax purposes; holders that have a functional currency other than the U.S. dollar; holders that received their Public Warrants as compensation for the performance of services; or holders that are not U.S. persons (as defined for U.S. federal income tax purposes). Moreover, this summary does not address any state, local or foreign tax consequences or any U.S. federal non-income tax consequences of the exchange of Public Warrants for Shares pursuant to the Offer or, except as discussed herein, any tax reporting obligations of a holder. Holders should consult their tax advisors as to the specific tax consequences to them of the Offer in light of their particular circumstances.

If an entity treated as a partnership for U.S. federal income tax purposes holds Public Warrants, the tax treatment of a partner in the partnership will generally depend on the status of the partner and the activities of the partnership. Holders owning their Public Warrants through a partnership should consult their tax advisors regarding the U.S. federal income tax consequence of exchanging Public Warrants for Shares pursuant to the Offer.

This summary is based on the Code, applicable Treasury regulations, administrative pronouncements and judicial decisions, each as in effect on the date hereof. All of the foregoing are subject to change, possibly with retroactive effect, or differing interpretations by the Internal Revenue Service (“IRS”) or a court, which could affect the tax consequences described herein.

The Company believes that the exchange of Public Warrants for Shares pursuant to the Offer constitutes a value-for-value exchange. Assuming the exchange of Public Warrants for Shares pursuant to the Offer constitutes a value-for-value exchange, the exchange should be treated as a “recapitalization” within the meaning of Section 368(a)(1)(E) of the Code pursuant to which (i) no gain or loss should be recognized on the exchange of Public Warrants for Shares, (ii) a holder’s aggregate tax basis in the Shares received in the exchange should equal the holder’s aggregate tax basis in its Public Warrants surrendered in exchange therefor, and (iii) a holder’s holding period for the Shares received in the exchange should include its holding period for the surrendered Public Warrants. Special tax basis and holding period rules apply to holders that acquired different blocks of Public Warrants at different prices or at different times. Holders should consult their tax advisors as to the applicability of these special rules to their particular circumstances.

Although the Company believes the exchange pursuant to the Offer is a value-for-value transaction, because of the uncertainty inherent in any valuation, there can be no assurance that the IRS or a court would agree. If the IRS or a court were to view the exchange pursuant to the Offer as the issuance of Shares to an exchanging holder having a value in excess of the Public Warrants surrendered by such holder, such excess value could be viewed as a constructive dividend under Section 305 of the Code. Although not free from doubt, it is expected that such

constructive dividend, if any, should be considered a dividend of common stock on common stock, which generally should be nontaxable for most holders.

Holders are urged to consult their personal tax advisors concerning the tax consequences of an exchange pursuant to Offer based on their particular circumstances.

13. FORWARD-LOOKING STATEMENTS; RISK FACTORS

This Offer Letter contains forward-looking statements as defined in Section 27A of the Securities Act and Section 21E of the Exchange Act. Forward looking statements usually relate to future events, conditions and anticipated revenues, earnings, cash flows or other aspects of our operations or operating results. Forward-looking statements are often identified by the words “believes,” “expects,” “intends,” “estimates,” “projects,” “anticipates,” “will,” “plans,” “may,” “should,” or the negative thereof or similar terms. The absence of these words, however, does not mean that these statements are not forward-looking. These are based on our current expectation, belief and assumptions concerning future developments and business conditions and their potential effect on us. While management believes that these forward-looking statements are reasonable as and when made, there can be no assurance that future development affecting us will be those that we anticipate.

All of our forward-looking statements involve risks and uncertainties (some of which are significant or beyond our control) and assumptions that could cause actual results to differ materially from our historical experience and our present expectations or projections. Known material factors that could cause actual results to differ materially from those contemplated in the forward-looking statements include those set forth in this “Item 12. Forward-Looking Statements; Risk Factors.” We caution you not to place undue reliance on any forward-looking statements, which speak only as of the date hereof. We undertake no obligation to publicly update or revise any of our forward-looking statements after the date they are made, whether as a result of new information, future events, or otherwise, except to the extent required by law.

An investment in our Shares involves a high degree of risk. In addition to the risks identified below relating to the Offer, please refer to our filings with the SEC, including our Annual Report on Form 10-K for the fiscal year ended December 31, 2018, filed on March 18, 2019, as amended, and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2019, filed on May 9, 2019, for a discussion of risks relating to our business and an investment in our Shares. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business operations. If any of the matters identified as potential risks materialize, our business could be harmed. In that event, the trading price of our Shares and Public Warrants could decline.

The Warrant Amendment, if approved, will allow us to require that all outstanding Public Warrants be exchanged for Shares.

If we complete the Offer and Consent Solicitation and obtain the requisite approval of the Warrant Amendment by holders of the Public Warrants, the Company will have the right to require holders of all outstanding Public Warrants, including holders who do not wish to participate and did not participate in the Offer, to exchange their Warrants for Shares, at a ratio 10% less than the exchange ratio applicable to the Offer, thus eliminating all of the outstanding Public Warrants.

There is no guarantee that your decision whether to tender your Public Warrants in the Offer will put you in a better future economic position.

We can give no assurance as to the price at which a stockholder may be able to sell his, her or its Shares in the future following the completion of the Offer. If you choose to tender some or all of your Public Warrants in the Offer, certain future events (including, without limitation, those described in “The Offer, Section 5.E, Plans, Proposals or Negotiations”), which may be significant and may happen quickly at any time in the future, may result in you realizing a lower value than you might have realized in the future had you not agreed to exchange

your Public Warrants. Similarly, if you do not tender your Public Warrants in the Offer, you will continue to bear the risk of ownership of your Public Warrants after the closing of the Offer, and there can be no assurance that you can sell your Public Warrants (or exercise them for Shares) in the future at a higher price than would have been obtained by participating in the Offer or at all. You should carefully review the terms of the Public Warrants, including the Public Warrant Agreement governing the Public Warrants, and consult your own individual tax and/or financial advisor for assistance on how the tender of your Public Warrants may affect your individual situation.

If the Offer is successful, the liquidity of the market for the Public Warrants will be substantially reduced.

If the Offer is successful, the holders of Public Warrants who tender their Public Warrants will receive Shares that are listed on Nasdaq, and the liquidity of the market for any remaining Public Warrants, which are listed on OTC, will be substantially reduced.

There is no assurance that a significant number of accreditedPublic Warrants will be tendered in the Offer.

There is no assurance that any significant number of Public Warrants will be tendered in the Offer. Moreover, even if a significant number of Public Warrants are tendered in the Offer, there is no assurance that the market price of our Shares will increase. The price of our Shares and the decision of any investors (asto make an equity investment in the Company are based on numerous material factors, of which the dilutive impact of our outstanding Public Warrants, or overhang, is only one. Eliminating or significantly reducing our Public Warrant overhang will not generate any capital for the Company.

The market price of our Shares will fluctuate, which may adversely affect Public Warrant holders who tender their Public Warrants for Shares.

The market price of our Shares will fluctuate between the date the Offer is commenced, the Expiration Date of the Offer and the date on which Shares are issued to tendering Public Warrant holders. Accordingly, the market price of Shares upon settlement of the Offer could be less than the price at which the Public Warrants could be sold. The Company does not intend to adjust the exchange ratio of Shares for Public Warrants based on any fluctuation in our Share price.

Resales of the additional Shares issued pursuant to the Offer may adversely affect the Share price.

Shares issued in the Offer will be freely tradable, unless held by affiliates. In light of the current trading volume of our Shares, if the holders of the Public Warrants were to sell a significant portion of the Shares obtained from the Offer, such sales could have a negative impact on the trading price of our Shares.

No rulings or opinions have been received as to the tax consequences of the Offer to holders of Public Warrants.

The tax consequences that will result to Public Warrant holders that participate in the Offer are not well defined by Rule 501the existing authorities. No ruling of Regulation D) pursuantany governmental authority and no opinion of counsel has been issued or rendered on these matters. Public Warrant holders must therefore rely on the advice of their own tax advisors in assessing these matters. For a general discussion of certain tax considerations, see “The Offer, Section 12. Material U.S. Federal Income Tax Consequences.”

14. THE DEPOSITARY, INFORMATION AGENT AND FINANCIAL ADVISOR

We have retained Continental Stock Transfer & Trust Company, to act as the Depositary, and Morrow Sodali LLC, to act as the Information Agent, in connection with the Offer. All deliveries, correspondence and questions sent or presented to the Depositary or the Information Agent relating to the Offer should be directed to the

addresses or telephone numbers set forth on the back cover of this Offer Letter. The Information Agent and the Depositary will receive reasonable and customary compensation for their respective services, will be reimbursed by us for reasonable out-of-pocket expenses and will be indemnified against certain liabilities in connection with the Offer, including certain liabilities under the federal securities laws.

We also retained Credit Suisse Securities (USA) LLC to act as a financial advisor in connection with a financial restructuring of the Company’s outstanding warrants. Credit Suisse will only provide customary and permissible services for a financial advisor within the scope of transactions conducted under Section 4(a)(2)3(a)(9) of the Securities Act of 1933, as amended, (the "PIPE"). Dueand will not engage, directly or indirectly, in soliciting tenders of Public Warrants pursuant to the PIPE, the Company believes thereOffer.

We will be sufficient funds availablenot pay any fees or commissions to complete the

Organogenesis Transaction, if allbrokers, dealers or other conditionspersons (other than fees to the consummationInformation Agent as described above) for soliciting tenders of the Organogenesis Transaction are satisfied.

        If the Extension Amendment Proposal and the Trust Amendment Proposal are not approved at the extraordinary general meeting or at any adjournment thereof, and the Organogenesis Transaction is not completed before October 14, 2018, then as contemplated by our IPO prospectus and in accordance with our Articles, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equalPublic Warrants pursuant to the aggregate amount then on deposit in theOffer. Public Warrant holders holding Public Warrants through a broker, dealer, commercial bank, trust account, including interest (which interest shall be net of taxes payable,company or other nominee are urged to consult such nominees to determine whether transaction costs may apply if Public Warrant holders tender Public Warrants through such nominees and less up to $50,000 of interest to pay dissolution expenses) divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public shareholders' rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subjectnot directly to the approval of our remaining shareholdersDepositary. We will, however, upon request, reimburse brokers, dealers, commercial banks, trust companies and our Board of Directors, dissolveother nominees for customary mailing and liquidate, subjecthandling expenses incurred by them in each case to our obligations under Cayman Islands law to provide for claims of creditorsforwarding the Offer and the requirements of other applicable law.

        The Company's shareholders priorrelated materials to the IPO (the "initial shareholders") have waived their rights to participate in any liquidation distribution with respect to the 5,812,500 shares acquired by them prior to the IPO and currentlybeneficial owners of Public Warrants held by them ("as a nominee or in a fiduciary capacity. No broker, dealer, commercial bank, trust company or other nominee has been authorized to act as our agent or the founder shares"). As a consequence of such waivers, a liquidating distribution will be made only with respect to the public shares. There will be no distribution from the trust account with respect to the Company's warrants, which will expire worthless in the event the Company dissolves and liquidates the trust account.

        If the Extension Amendment Proposal and the Trust Amendment Proposal are approved, the Company will (i) remove from the trust account an amount (the "Withdrawal Amount") equal to the aggregate pro rata portion of funds available in the trust account relating to any redeemed public shares and (ii) deliver to the holders of such redeemed public shares their pro rata portionagent of the Withdrawal Amount. The remainder of such funds shall remain inInformation Agent or the trust account and be availableDepositary for use by the Company to complete the Organogenesis Transaction on or before the Extended Date. The remaining non-redeeming holders of public shares will retain their right to convert their public shares for their pro rata portionpurposes of the funds available in the trust account when the Organogenesis Transaction is submitted to shareholders.Offer.

        Holders of record of the public shares and of the Company's Class B ordinary shares, par value $0.0001 per share (the "Class B ordinary shares" and, collectively15. ADDITIONAL INFORMATION; MISCELLANEOUS

The Company has filed with the public shares, the "Ordinary Shares") at the closeSEC a Tender Offer Statement on Schedule TO, of business on the Record Date are entitled to vote or have their votes cast at the extraordinary general meeting. On the Record Date, there were 36,812,500 issued and outstanding Ordinary Shares, including 31,000,000 issued and outstanding public shares. The Company's warrants do not have voting rights.

which this Offer Letter is a part. This proxy statement contains important information about the extraordinary general meeting and the Extension Amendment Proposal, the Trust Amendment Proposal and the Adjournment Proposal. Please read it carefully and vote your shares.

        This proxy statement is dated September 12, 2018, and is first being mailed to shareholders on or about that date.

QUESTIONS AND ANSWERS ABOUT THE EXTRAORDINARY GENERAL MEETING

        These Questions and Answers are only summaries of the matters they discuss. They doOffer Letter does not contain all of the information contained in the Schedule TO and the exhibits to the Schedule TO. The Company recommends that may be important to you. You should read carefullyholders review the entire document,Schedule TO, including the annexesexhibits and the information incorporated by reference in the Schedule TO, and the Company’s other materials that have been filed with the SEC before making a decision on whether to this proxy statement.

accept the Offer, including:

THE EXTENSION AMENDMENT PROPOSAL

1. The Extension Amendment Proposal

        The Company is proposing to amend its Articles to extend the date by which the Company has to consummate a business combination to the Extended Date so as to give the Company more time to complete an initial business combination. A copydescription of the proposed amendment toShares and the Articles ofPublic Warrants in the Company is attached to the proxy statement asAnnex A.

        The Organogenesis Transaction qualifies as a "business combination" under the Company's Articles, but the board of directors of AHPAC believes that there will not be sufficient time before the Termination Date to hold an extraordinary general meeting at which to conduct a vote for shareholder approval of the Organogenesis Transaction and consummate the closing of the Organogenesis Transaction. Accordingly, our board of directors believes that in order to be able to consummate the Organogenesis Transaction, we will need to obtain the Extension. The Company believes that given the Company's expenditure of time, effort and moneyCompany’s Registration Statement on the Organogenesis Transaction, circumstances warrant providing public shareholders an opportunity to consider the Organogenesis Transaction.

        All holders of the Company's public shares, whether they vote for or against the Extension Amendment Proposal, are entitled to redeem all or a portion of their public shares in exchange for their pro rata portion of the trust account in connectionForm 8-A filed with the extraordinary general meeting. For illustrative purposes, based on the fair market value of marketable securities held in the trust account of approximately $315,791,565 as of September 12, 2018, the estimated per share redemption price would have been approximately $10.19. The Company estimates that the per share pro rata portion of the trust account will be approximately $10.19 at the time of the extraordinary general meeting. The closing price of the public shares on September 12, 2018 was $10.10. Accordingly, if the market price were to remain the same until the date of the extraordinary general meeting, exercising redemption rights would result in a public shareholder receiving approximately $0.09 more than if he sold his stock in the open market. The Company cannot assure shareholders that they will be able to sell their public shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when such shareholders wish to sell their shares. The Company believes that such redemption right enables the Company's public shareholders to determine not to sustain their investments for an additional period if the Company does not complete the Organogenesis Transaction in the timeframe contemplated by the terms of its Articles. If the Extension Amendment Proposal and Trust Amendment Proposal are approved by the requisite vote of shareholders, the remaining holders of public shares will retain their right to convert their public shares for their pro rata portion of the funds available in the trust account when the Organogenesis Transaction is submitted to shareholders.

Reasons for the Extension Amendment Proposal

        The Company's IPO prospectus and Articles provide that the Company has until October 14, 2018 to complete a business combination. The Company and its officers and directors agreed that it would not seek to amend the Company's Articles to allow for a longer period of time to complete a business combination unless it provided dissenting holders of public shares with the right to seek redemption of their public shares in connection therewith. Because the board of directors of the Company has determined in its reasonable judgment that it will not be able to complete the Organogenesis Transaction, or any other initial business combination, by October 14, 2018, the Company has determined to seek shareholder approval to extend the time for closing a business combination beyond October 14, 2018 to the Extended Date.

        The Extension Amendment Proposal is essential to allowing the Company more time to obtain approval for the Organogenesis Transaction at an extraordinary general meeting and to consummate the closing of the Organogenesis Transaction prior to the Extended Date. Approval of the Extension

Amendment Proposal and the Trust Amendment Proposal are conditions to the implementation of the Extension.

If the Extension Amendment Proposal Is Not Approved

        If the Extension Amendment Proposal is not approved, we will, unless we complete the Organogenesis Transaction, or another business combination, prior to October 14, 2018: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 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 (which interest shall be net of taxes payable, and less up to $50,000 of interest to pay dissolution expenses) divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public shareholders' rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

        The Company's initial shareholders have waived their rights to participate in any liquidation distribution with respect to their founder shares. There will be no distribution from the trust account with respect to the Company's warrants which will expire worthless in the event the Company dissolves and liquidates the trust account. The Company will pay the costs of liquidation from its remaining assets outside of the trust account.

If the Extension Amendment Proposal is Approved

        If the Extension Amendment Proposal and the Trust Amendment Proposal are approved, the Company will file an amendment to the Articles with the Cayman Islands in the form ofAnnex A hereto to extend the time it has to complete a business combination until the Extended Date. The Company will then continue to attempt to consummate a business combination until the Extended Date. The Company will remain a reporting company under the Securities Exchange Act of 1934 and its units, common stock and warrants will remain publicly traded during this time. The terms of the warrants will continue in accordance with their terms, with the warrants becoming exercisable upon the consummation of any business combination on or prior to the Extended Date.

You are not being asked to vote on any business combination at this time. If the Extension is implemented and you do not elect to redeem your public shares, you will retain the right to vote on the Organogenesis Transaction, or any other proposed business combination, when and if it is submitted to shareholders and the right to redeem your public shares into a pro rata portion of the trust account in the event the Organogenesis Transaction or any other business combination is approved and completed or the Company has not consummated a business combination by the Extended Date.

        If the Extension Amendment Proposal and the Trust Amendment Proposal are approved, and the Extension is implemented, the removal of the Withdrawal Amount from the trust account will reduce the Company's net asset value. The Company cannot predict the amount that will remain in the trust account if the Extension Amendment Proposal is approved, and the amount remaining in the trust account may be only a small fraction of the approximately $315,791,565 that was in the trust account as of the Record Date.

Redemption Rights

        If the Extension Amendment Proposal and the Trust Amendment Proposal are approved, and the Extension is implemented, each public shareholder may seek to redeem his or her public shares for a pro rata portion of the funds available in the trust account, less any income taxes owed on such funds

but not yet paid. If you exercise your redemption rights, you will be exchanging your public shares for cash and will no longer own the shares.

TO DEMAND REDEMPTION, YOU MUST CHECK THE BOX ON THE PROXY CARD PROVIDED FOR THAT PURPOSE AND RETURN THE PROXY CARD IN ACCORDANCE WITH THE INSTRUCTIONS PROVIDED OR SUBMIT A REQUEST IN WRITING THAT WE REDEEM YOUR PUBLIC SHARES FOR CASH TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY AT THE ADDRESS BELOW, AND, AT THE SAME TIME, ENSURE YOUR BANK OR BROKER COMPLIES WITH THE REQUIREMENTS IDENTIFIED ELSEWHERE HEREIN, INCLUDING DELIVERING YOUR SHARES TO THE TRANSFER AGENT PRIOR TO THE VOTE ON THE EXTENSION AMENDMENT AND THE TRUST AMENDMENT.

        In connection with tendering your shares for redemption, prior to 5:00 PM Eastern timeSEC on October 2, 2018 (two business days before the extraordinary general meeting), you must elect either to physically tender your stock certificates to the Transfer Agent, at Continental Stock Transfer & Trust Company, 1 State Street—30th Floor, New York, New York 10004, Attn: Mark Zimkind, mzimkind@continentalstock.com, or to deliver your shares to the transfer agent electronically using DTC's DWAC system, which election would likely be determined based on the manner in which you hold your shares. The requirement for physical or electronic delivery prior to 5:00 PM Eastern time on October 2, 2018 (two business days before the extraordinary general meeting) ensures that a redeeming holder's election is irrevocable once the Extension Amendment Proposal and the Trust Amendment Proposal are approved. In furtherance of such irrevocable election, shareholders making the election will not be able to tender their shares after the vote at the extraordinary general meeting.

        The electronic delivery process through the DWAC system can be accomplished by the shareholder, whether or not it is a record holder or its shares are held in "street name," by contacting the Transfer Agent or its broker and requesting delivery of its shares through the DWAC system. Delivering shares physically may take significantly longer. In order to obtain a physical stock certificate, a shareholder's broker and/or clearing broker, DTC, and the Transfer Agent will need to act together to facilitate this request. There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge the tendering broker $45 and the broker would determine whether or not to pass this cost on to the redeeming holder. It is the Company's understanding that shareholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. The Company does not have any control over this process or over the brokers or DTC, and it may take longer than two weeks to obtain a physical stock certificate. Such shareholders will have less time to make their investment decision than those shareholders that deliver their shares through the DWAC system. Shareholders who request physical stock certificates and wish to redeem may be unable to meet the deadline for tendering their shares before exercising their redemption rights and thus will be unable to redeem their shares.

        Certificates that have not been tendered in accordance with these procedures prior to the vote for the Extension Amendment Proposal will not be redeemed into a pro rata portion of the funds held in the trust account. In the event that a public shareholder tenders its shares and decides prior to the vote at the extraordinary general meeting that it does not want to redeem its shares, the shareholder may withdraw the tender. If you delivered your shares for redemption to our transfer agent and decide prior to the vote at the extraordinary general meeting not to redeem your shares, you may request that our transfer agent return the shares (physically or electronically). You may make such request by contacting our transfer agent at address listed above. In the event that a public shareholder tenders shares and the Extension Amendment Proposal is not approved or is abandoned, these shares will be redeemed in accordance with the terms of the Articles promptly following the extraordinary general meeting as described elsewhere herein. The Company anticipates that a public shareholder who tenders shares for redemption in connection with the vote to approve the Extension Amendment Proposal would receive

payment of the redemption price for such shares soon after the completion of the Extension Amendment Proposal. The transfer agent will hold the certificates of public shareholders that make the election until such shares are redeemed for cash or returned to such shareholders.

        If properly demanded, the Company will redeem each public share for a pro rata portion of the funds available in the trust account, less any income taxes owed on such funds but not yet paid, calculated as of two days prior to the filing of the amendment to the Articles. As of the Record Date, this would amount to approximately $10.19 per share. The closing price of the public shares on September 12, 2018 was $10.10. Accordingly, if the market price were to remain the same until the date of the extraordinary general meeting, exercising redemption rights would result in a public shareholder receiving approximately $0.09 more than if he sold his stock in the open market.

Required Vote

        The approval of Extension Amendment Proposal requires the affirmative vote of holders of two-thirds of the Ordinary Shares represented in person or by proxy and entitled to vote thereon at the extraordinary general meeting. All of the Company's directors, executive officers and their affiliates are expected to vote any Ordinary Shares owned by them in favor of the Extension Amendment Proposal. On the Record Date, directors and executive officers of the Company and their affiliates beneficially owned and were entitled to vote 5,812,500 founder shares representing approximately 15.8% of the Company's issued and outstanding Ordinary Shares.

        In addition, the Company's directors, executive officers and their affiliates may choose to buy Ordinary Shares in the open market and/or through negotiated private purchases. In the event that purchases do occur, the purchasers may seek to purchase shares from shareholders who would otherwise have voted against the Extension Amendment Proposal and elected to redeem their shares into a portion of the trust account. Any Ordinary Shares purchased by affiliates will be voted in favor of the Extension Amendment Proposal.

Recommendation of the Board

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT OUR SHAREHOLDERS VOTE"FOR" THE APPROVAL OF THE EXTENSION
AMENDMENT PROPOSAL

THE TRUST AMENDMENT PROPOSAL

The Trust Amendment Proposal

        The Trust Amendment Proposal would amend our existing Trust Agreement to change the date by which the trustee must commence liquidating the trust, from the 24-month anniversary of the closing of the IPO to the Extended Date, and make any other conforming amendments. The complete text of the proposed amendment is attached to this proxy statement asAnnex B. All shareholders are encouraged to read the proposed amendment in its entirety for a more complete description of its terms.

Reasons for the Trust Amendment Proposal

        The Company's IPO prospectus and Articles provide that the Company has until October 14, 2018 to complete a business combination. The Company and its officers and directors agreed that it would not seek to amend the Company's Articles to allow for a longer period of time to complete a business combination unless it provided dissenting holders of public shares with the right to seek redemption of their public shares in connection therewith. Because the Company has determined in its reasonable judgment that it will not be able to complete the Organogenesis Transaction, or any other initial business combination, by October 14, 2018, the Company has determined to seek shareholder approval to extend the time for closing a business combination beyond October 14, 2018 to the Extended Date.

        The Company is proposing to amend its Trust Agreement to extend the date on which the Trustee must commence liquidating the trust account in the event the Company has not consummated a business combination from October 14, 2018 to the Extended Date.

        The Trust Amendment Proposal is essential to allowing the Company more time to obtain approval for the Organogenesis Transaction at an extraordinary general meeting and consummate the closing of the Organogenesis Transaction prior to the Extended Date. Approval of the Trust Amendment Proposal is a condition to the implementation of the Extension. Approval of the Extension Amendment Proposal and the Trust Amendment Proposal are conditions to the implementation of the Extension.

        If the Trust Amendment Proposal is not approved and we have not consummated the Organogenesis Transaction, or another business combination, by October 14, 2018, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the issued and outstanding public shares with the aggregate amount then on deposit in the trust account and (iii) thereafter seek to dissolve and liquidate as described in more detail in this proxy statement. There will be no distribution from the trust account with respect to our warrants which will expire worthless in the event we wind up.

Required Vote

        Approval of the amendment to the Trust Agreement requires the affirmative vote of holders of sixty five percent (65%) of the issued and outstanding Ordinary Shares. All of the Company's directors, executive officers and their affiliates are expected to vote any Ordinary Shares owned by them in favor of the Trust Amendment Proposal. On the Record Date, directors and executive officers of the Company and their affiliates beneficially owned and were entitled to vote 5,812,501 founder shares representing approximately 15.8% of the issued and outstanding Ordinary Shares.

        In addition, the Company's directors, executive officers and their affiliates may choose to buy Ordinary Shares in the open market and/or through negotiated private purchases. In the event that purchases do occur, the purchasers may seek to purchase shares from shareholders who would otherwise have voted against the Trust Amendment Proposal and elected to redeem their shares into a portion of the trust account. Any Ordinary Shares purchased by affiliates prior to the Record Date will be voted in favor of the Trust Amendment Proposal.

Recommendation of the Board

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT OUR SHAREHOLDERS VOTE"FOR" THE APPROVAL OF THE TRUST AMENDMENT PROPOSAL

THE ADJOURNMENT PROPOSAL

The Adjournment Proposal

        The Adjournment Proposal, if adopted, will allow our board of directors to adjourn the extraordinary general meeting to a later date or dates to permit further solicitation of proxies. The Adjournment Proposal will only be presented to our shareholders in the event, based on the tabulated votes, there are not sufficient votes at the time of the extraordinary general meeting to approve the Extension Amendment Proposal and the Trust Amendment Proposal.

Consequences if the Adjournment Proposal is Not Approved

        If the Adjournment Proposal is not approved by our shareholders, our board of directors may not be able to adjourn the extraordinary general meeting to a later date in the event, based on the tabulated votes, there are not sufficient votes at the time of the extraordinary general meeting to approve the Extension Amendment Proposal and the Trust Amendment Proposal.

Required Vote

        Adoption of the Adjournment Proposal requires the affirmative vote of a majority of the Ordinary Shares represented in person or by proxy and entitled to vote thereon at the extraordinary general meeting. All of the Company's directors, executive officers and their affiliates are expected to vote any Ordinary Shares owned by them in favor of the Adjournment Proposal. On the Record Date, directors and executive officers of the Company and their affiliates beneficially owned and were entitled to vote 5,812,500 founder shares representing approximately 15.8% of the Company's issued and outstanding Ordinary Shares.

        In addition, the Company's directors, executive officers and their affiliates may choose to buy Ordinary Shares in the open market and/or through negotiated private purchases. In the event that purchases do occur, the purchasers may seek to purchase shares from shareholders who would otherwise have voted against the Adjournment Proposal and elected to redeem their shares into a portion of the trust account. Any Ordinary Shares purchased by affiliates prior to the Record Date will be voted in favor of the Adjournment Proposal.

Recommendation of the Board

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT OUR SHAREHOLDERS VOTE"FOR" THE APPROVAL OF THE ADJOURNMENT PROPOSAL

THE EXTRAORDINARY GENERAL MEETING

        Date, Time and Place.    The extraordinary general meeting of the Company will be held at 10:00 a.m., Eastern Time on October 4, 2018, at the offices of Weil, Gotshal & Manges LLP, located at 767 Fifth Avenue, New York, NY 10153.

        Voting Power; Record Date.    You will be entitled to vote or direct votes to be cast at the extraordinary general meeting, if you owned Ordinary Shares at the close of business on September 12, 2018, the Record Date for the extraordinary general meeting. At the close of business on the Record Date, there were 36,812,500 issued and outstanding Ordinary Shares each of which entitles its holder to cast one vote per proposal. Company warrants do not carry voting rights.

        Proxies; Board Solicitation.    Your proxy is being solicited by the Company's board of directors on the Extension Amendment Proposal, the Trust Amendment Proposal and the Adjournment Proposal being presented to shareholders at the extraordinary general meeting. No recommendation is being made as to whether you should elect to redeem your shares. Proxies may be solicited in person or by telephone. If you grant a proxy, you may still revoke your proxy and vote your shares in person at the extraordinary general meeting.

        The Company has hired MacKenzie Partners, Inc. to assist in the proxy solicitation process for this extraordinary general meeting and for the meeting the Company will hold in connection with the Organogenesis Transaction, or any other proposed business combination. The Company will pay that firm a fee of approximately $6,500 plus disbursements for its services for this extraordinary general meeting.

Interests of the Company's Directors and Officers

        When you consider the recommendation of the Company's board of directors, you should keep in mind that the Company's executive officers and members of the Company's board of directors have interests that may be different from, or in addition to, your interests as a shareholder. These interests include, among other things:

•

if the Extension Amendment Proposal and the Trust Amendment Proposal are not approved and we do not consummate a business combination by October 14, 2018 as contemplated by our IPO prospectus and in accordance with our Articles, the 5,812,500 founder shares held by the Company's officers, directors and affiliates and their permitted transferees, which were acquired prior to the IPO for an aggregate purchase price of $25,000, will be worthless (as the holders have waived liquidation rights with respect to such shares), as will the 16,400,000 private placement warrants that were acquired simultaneously with the IPO for an aggregate purchase price of $8,200,000 (as they will expire). Such founder shares had an aggregate market value of approximately $58,706,250 based on the last sale price of $10.10 of the public shares on Nasdaq on September 12, 2018;



•

the fact that the initial shareholders have agreed not to redeem any of the founder shares in connection with a shareholder vote to approve a proposed initial business combination;



•

the fact that AHPAC issued to the sponsor on August 11, 2017, as amended and restated on May 3, 2018, an unsecured promissory note pursuant to which AHPAC is permitted to borrow up to $600,000 in aggregate principal amount;



•

the fact that the initial shareholders have agreed to waive their rights to liquidating distributions from the trust account with respect to their founder shares if AHPAC fails to complete an initial business combination by October 14, 2018;



•

the fact that if AHPAC consummates a business combination, any amounts outstanding5, 2016 under any loan made by the sponsor to AHPAC will be repayable in cash or at the option of the

sponsor, an aggregate amount up to $1,500,000 may be converted into warrants with identical terms as the private placement warrants, at the price of $0.50 per warrant, and if AHPAC fails to complete a business combination there may be insufficient assets outside the trust account to satisfy such loans;

•

the fact that if AHPAC consummates the Organogenesis Transaction, the initial shareholders will surrender to AHPAC an additional 4,421,507 founder shares and 16,400,000 private placement warrants;



•

if the trust account is liquidated in the event AHPAC is unable to complete an initial business combination within the required time period, the sponsor has agreed to indemnify AHPAC to ensure that the proceeds in the trust account are not reduced below $10.00 per public share, or such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act;



•

the anticipated election of Mr. Joshua Tamaroff as a director of AHPAC in the Organogenesis Transaction;



•

the continued indemnification of AHPAC's existing directors and officers and the continuation of AHPAC's directors' and officers' liability insurance after the Organogenesis Transaction;



•

the fact that the sponsor, officers and directors may not participate in the formation of, or become a director or officer of, any other blank check company until AHPAC (i) has entered into a definitive agreement regarding an initial business combination or (ii) fails to complete an initial business combination by October 14, 2018; and



•

the fact that the sponsor, officers and directors will not be reimbursed for any out-of-pocket expenses if an initial business combination is not consummated by October 14, 2018.

        Additionally, if the Extension Amendment Proposal and the Trust Amendment Proposal are approved and the Company consummates an initial business combination, the officers and directors may have additional interests that would be described in the proxy statement for such transaction.

Board Recommendation

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE"FOR" THE EXTENSION AMENDMENT PROPOSAL AND "FOR" THE TRUST AMENDMENT PROPOSAL. THE BOARD OF DIRECTORS EXPRESSES NO OPINION AS TO WHETHER YOU SHOULD REDEEM YOUR PUBLIC SHARES.

INFORMATION ABOUT AHPAC

        AHPAC is a blank check company incorporated on December 4, 2015 as a Cayman Islands exempt company and formed for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to as a "business combination." Prior to entering into the Merger Agreement, AHPAC's acquisition and value creation strategy was to identify, acquire and, after an initial business combination, build a company in the healthcare sector in public markets that complements the experience of AHPAC's management team and can benefit from AHPAC's management's operational expertise. AHPAC's acquisition selection process has leveraged its management team's network of potential transaction sources, ranging from healthcare industry executives, board members, private equity investors, wealthy families, commercial banks, investment bankers, advisors, attorneys, accountants and other transaction intermediaries. AHPAC has neither engaged in any operations nor generated any revenue to date. Based on AHPAC's business activities, we are a "shell company" as defined under the Exchange Act because AHPAC has no operations and nominal assets consisting almost entirely of cash.

        Prior to our IPO, on December 14, 2015, our sponsor purchased 8,625,000 Class B ordinary shares, for an aggregate purchase price of $25,000, or approximately $0.003 per share. In October 2016, our sponsor transferred 50,000 Class B ordinary shares to each of our independent directors at their original per share purchase price. In addition, at such time, each of our independent directors purchased an additional 421,250 Class B ordinary shares from our sponsor at their original purchase price.

        On October 14, 2016, we consummated our IPO of 30,000,000 units at a price of $10.00 per unit generating gross proceeds of $300,000,000 before underwriting discounts and expenses. Each unit ("unit") consists of one Class A Ordinary Share, par value $0.0001 per share and one warrant to purchase one-half of one Class A Ordinary Share where two warrants must be exercised for one whole Ordinary Share at an exercise price of $11.50 per whole share (each, a "public warrant"). Simultaneously with the closing of our IPO, AHPAC completed the private sale of an aggregate of 16,000,000 private placement warrants (each, a "private placement warrant"), at a purchase price of $0.50 per private placement warrant, to the initial shareholders, generating gross proceeds to AHPAC of $8,000,000.

        On November 28, 2016, we completed the sale of an additional 1,000,000 units to the underwriters of the IPO at the public offering price of $10.00 per unit pursuant to the partial exercise of the Over-allotment Option. On November 28, 2016, we sold an additional 400,000 private placement warrants for an aggregate purchase price of $200,000 in connection with the exercise of the Over-allotment Option. Following the partial exercise of the Over-allotment Option, 875,000 Class B ordinary shares were forfeited in order to maintain the ownership of the initial shareholders at 20% of the issued and outstanding ordinary shares. On November 28, 2016, our sponsor sold 161,180 Class B ordinary shares and 350,114 private placement warrants to one of our independent directors at their original purchase price. On July 5, 2017, our sponsor sold 186,320 Class B ordinary shares and 404,723 private placement warrants to one of our independent directors at their original per share purchase price.

        We received gross proceeds from the IPO, including the partial exercise of the Over-allotment Option, and the sale of the private placement warrants of $310,000,000 and $8,200,000, respectively, for an aggregate of $318,200,000. Of such amount, $310,000,000 was deposited into the trust account by trustee. The remaining $8,200,000 was held outside of the trust account, of which $6,200,000 was used to pay underwriting discounts, with the balance used to repay a note to our sponsor and to pay accrued offering and formation costs, and the remainder was reserved for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses. In the future,

a portion of interest income on the funds held in the trust account may be released to us to pay tax obligations. At June 30, 2018, funds held in the trust account consisted solely of cash.

        On November 28, 2016, we announced that, commencing November 29, 2016, holders of the 31,000,000 units sold in the IPO may elect to separately trade the public shares and public warrants included in the units. Those Units not separated will continue to trade on the NASDAQ under the symbol "AHPAU," and the public shares and warrants that are separated will trade on the NASDAQ under the symbols "AHPA" and "AHPAW," respectively.

        On August 21, 2017, the Company, Merger Sub, NewCo, Envigo, and Jermyn Street Associates, LLC, entered into the Transaction Agreement (as amended) providing for a proposed business combination. On February 14, 2018, we executed and entered into the Mutual Termination Agreement pursuant to Section 7.1(a) of the Transaction Agreement, with NewCo, Envigo, and Jermyn Street Associates, LLC, solely in its capacity as shareholder representative, for the purpose of mutually terminating the Transaction Agreement, and all proposed transactions relating to the merger. The Transaction Agreement was terminated effective as of February 14, 2018.

        On January 4, 2018, we received a letter from the staff of the Listing Qualifications Department of NASDAQ (the "Notification Letter") notifying us that we no longer comply with NASDAQ Listing Rules 5620(a) and 5810(c)(2)(G) (the "Rules") because we did not hold an annual general meeting within twelve months of the end of our fiscal year ended December 31, 2016.

        On February 21, 2018, in response to the plan we submitted to the Listing Qualifications Department of NASDAQ in response to the Notification Letter on February 20, 2018, we received a letter from the staff of the Listing Qualifications Department of NASDAQ notifying us that we have been granted an extension until June 29, 2018 to regain compliance with the Rules by holding an annual general meeting. On June 28, 2018, we held our annual general meeting.

        On August 29, 2018, we received a letter (the "August Notification Letter") from the staff of the Listing Qualifications Department of NASDAQ notifying us that we no longer comply with NASDAQ Listing Rule 5550(a)(3) because we did not maintain a minimum of 300 public holders. The August Notification Letter informed us that under the NASDAQ Listing Rules, we have 45 calendar days following the date of such notice to submit a plan to regain compliance. The Company intends to submit such plan ahead of that deadline.

        The mailing address of the Company's principal executive office is 65 East 55th Street, 18^th Floor, New York, New York 10022, and its telephone number is (212) 593-6900.

BENEFICIAL OWNERSHIP OF SECURITIES

        The following table sets forth information available to us at September 12, 2018 with respect to our Ordinary Shares held by:

•

each person known by us to be the beneficial owner of more than 5% of our issued and outstanding Ordinary Shares;



•

each of our officers and directors that beneficially own Ordinary Shares; and



•

all our officers and directors as a group.

        Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all Ordinary Shares beneficially owned by them. The following table does not reflect record or beneficial ownership of the private placement warrants as they are not exercisable within 60 days of September 12, 2018.

Section 16(a) Beneficial Ownership Reporting Compliance

        Section 16(a)12(b) of the Exchange Act, as amended requires our officers, directors and persons who beneficially own more than ten percent of our Ordinary Shares to file reports of ownership and changes in ownershipby the Form 8-K12G3 filed with the SEC. These reporting persons are also required to furnish us with copies of all Section 16(a) forms they file. Based solely upon a review of such forms, we believe that duringSEC on December 14, 2018.

2. Annual Report on Form 10-K for the fiscal year ended December 31, 2017 there were no delinquent filers.

FUTURE SHAREHOLDER PROPOSALS
2018, filed with the SEC on March 18, 2019.

        If3. Amendment to Annual Report on Form 10-K/A for the Extension Amendment Proposalfiscal year ended December 31, 2018, filed with the SEC on April 30, 2019.

Documents we file (but not documents or information deemed to have been furnished and the Trust Amendment Proposal are approved, the Company's 2019 annual general meeting will likely be held in June 2019, unless the date is changed by the Company's board of directors.

        Proposals that shareholders wish to include in our proxy statement and form of proxy for presentation at our 2019 Annual General Meeting must be received by us at 65 East 55th Street, 18th Floor, New York, NY 10022, Attention of Benjamin Silbert, General Counsel and Secretary no later than January 31, 2019. Any shareholder proposal must submitted benot filed in accordance with the rules and regulations of the SEC. With respect to proposals or nominations submitted by a shareholder other than for inclusion in our 2019 proxy statement and related form of proxy, timely notice of any shareholder's intention to present such business must be received by us in accordance with our articles no later than January 31, 2019.

        If the Extension Amendment Proposal and the Trust Amendment Proposal are not approved, and we do not consummate the Organogenesis Transaction before October 14, 2018, there will be no annual general meeting in 2019.

DELIVERY OF DOCUMENTS TO SHAREHOLDERS

        Pursuant to the rules of the SEC, the Company and its agents that deliver communications to its shareholders are permitted to deliver to two or more shareholders sharing the same address a single copy of the Company's proxy statement. Upon written or oral request, the Company will deliver a separate copy of the proxy statement to any shareholder at a shared address who wishes to receive separate copies of such documents in the future. Shareholders receiving multiple copies of such documents may likewise request that the Company deliver single copies of such documents in the future. Shareholders may notify the Company of their requests by calling or writing the Company at the Company's principal executive offices at 65 East 55th Street, 18^th Floor, New York, New York 10022.

WHERE YOU CAN FIND MORE INFORMATION§

        The Company files reports, proxy statements and other informationSEC’s rules) with the SEC as required byunder Section 13(e), 13(c), 14 or 15(d) of the Securities Exchange Act after the date of 1934, as amended. this Offer Letter will be incorporated by reference in this Offer Letter only upon our filing of a subsequent amendment to the Schedule TO. Any statement contained in this Offer Letter or in a document (or part thereof) incorporated by reference in this Offer Letter shall be considered to be modified or superseded for purposes of this Offer Letter to the extent that a statement contained in any subsequent amendment to this Offer Letter or amendment to the Schedule TO to which this Offer Letter relates modifies or supersedes that statement.

You may read and copy reports, proxy statements and other information filed by the Company with the SEC at its public reference room located at 100 F Street, N.E., Washington, D.C. 20549-1004. You maycan obtain information on the operationany of the Public Reference Roomdocuments incorporated by callingreference in this Offer Letter from the SECSEC’s website at 1-800-SEC-0330.the address described above. You may also request a copy of these filings, at no cost, by writing or telephoning the Information Agent for the Offer at the telephone numbers and address set forth on the back cover of this Offer Letter.

Each person to whom a copy of this Offer Letter is delivered may obtain a copy of any or all of the referenced documents, other than exhibits to such documents, unless such exhibits are specifically incorporated by reference into such documents, at no cost. Requests should be directed to our investor relations representative at:

Organogenesis Holdings Inc.

Attention: Lori Freedman

Vice President and General Counsel

781-575-0775

LFreedman@organo.com

The Depositary is Continental Stock Transfer & Trust Company. The Letter of Transmittal and certificates representing Public Warrants, and any other required documents should be sent or delivered by each holder of Public Warrants or such holder’s broker, dealer, commercial bank, trust company or other nominee to the Depositary at one of its addresses set forth below.

THE DEPOSITARY FOR THE OFFER IS:

IF DELIVERING BY MAIL, HAND OR COURIER:

CONTINENTAL STOCK TRANSFER & TRUST COMPANY

1 State Street-30th Floor

New York, NY 10004

Attention: Corporate Actions/Organogenesis

THE INFORMATION AGENT FOR THE OFFER IS:

470 West Avenue—3rd Floor

Stamford, CT 06902

Individuals, please call toll-free: (800) 662-5200

Banks and brokerage firms, please call: (203) 658-9400

Email: ORGO.info@morrowsodali.com

Any question or request for assistance may be directed to the Information Agent at the address, phone number and email address listed above.

Requests for additional copies of the materials described above at prescribed rates by writingOffer Letter, the Letter of Transmittal or other documents related to the SEC, Public Reference Section, 100 F Street, N.E., Washington, D.C. 20549-1004. The Company files its reports, proxy statements and other information electronically with the SEC. Youoffer may access information on the Company at the SEC website containing reports, proxy statements and other information at http://www.sec.gov. This proxy statement describes the material elements of relevant contracts, exhibits and other information attached as annexes to this proxy statement. Information and statements contained in this proxy statement are qualified in all respects by referencealso be directed to the copyInformation Agent.

Annex A

AMENDMENT NO. 1 TO WARRANT AGREEMENT

This Amendment (this “Amendment”) is made as of the relevant contract or other document included as an annex to this document.

        This proxy statement contains important business[•], 2019 by and financial information about us that is not included in or delivered with this document. You may obtain this additional information, or additional copies of this proxy statement, at no cost, and you may ask any questions you may have about the Extension Amendment Proposal by contacting us at the following address, telephone number or facsimile number:

between Organogenesis Holdings Inc., a Delaware corporation f/k/a Avista Healthcare Public Acquisition Corp.
65 East 55th, 18^th Floor
New York, New York 10022
Attn: Benjamin Silbert
Telephone: (212) 591-6900

        In order to receive timely delivery of the documents in advance of the extraordinary general meeting, you must make your request for information no later than September 20, 2018.

ANNEX A

AVISTA HEALTHCARE PUBLIC ACQUISITIONS CORP.
(the "Company")
SPECIAL RESOLUTION OF THE SHAREHOLDERS OF THE COMPANY

Extension Amendment Proposal

        It was resolved as a special resolution THAT, effective immediately, the Amended and Restated Memorandum and Articles of Association of the Company be amended by:

(a)

amending Article 49.4(a) by deleting the following introduction of such article:

"the Company does not consummate a Business Combination by twenty-four months after the closing of the IPO the Company shall:"

and replacing it with the following:

"the Company does not consummate a Business Combination by 15 February 2019, the Company shall"; and

(b)

amending Article 49.4(b) by deleting the words:

"within 24 months from the date of
the closing of the IPO" and

        replacing them with the words:

"by 15 February, 2019".

ANNEX B

AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT

        This Amendment No. 1 (this "Amendment") to the Investment Management Trust Agreement (as defined below) is made by and between Avista Healthcare Public Acquisition Corp., a Cayman Islands exempted company (the "“Company"”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the "Trustee"“Warrant Agent”). Capitalized terms used herein but not specifically defined shall have the meanings ascribed, and constitutes an amendment to such terms in the Investment Management Trust Agreement.

        WHEREAS, the Company and the Trustee are parties to the Investment Management Trustthat certain Warrant Agreement, dated as of October 10, 2016 (the "Investment Management Trust“Existing Warrant Agreement"”);, between the Company and the Warrant Agent. Capitalized terms used but not otherwise defined in this Amendment shall have the meanings given to such terms in the Existing Warrant Agreement.

WHEREAS, Section 1(i)9.8 of the Investment Management TrustExisting Warrant Agreement sets forthprovides that the terms that governCompany and the liquidationWarrant Agent may amend the Existing Warrant Agreement with the written consent of the Trust Account under circumstances described therein;

        WHEREAS, at an extraordinary general meetingRegistered Holders of shareholders65% of the outstanding Public Warrants;

WHEREAS, the Company held on October 4, 2018, the Company's shareholders approved (i) a proposal (the "Extension Amendment Proposal")desires to amend the Company's amended and restated memorandum and articles of association (the "Articles")Existing Warrant Agreement to extend the date by whichprovide the Company has to consummate a business combination (the "Extension") from October 14, 2018 to February 15, 2019 (the "Extended Date") and (ii) a proposal to extend the date on which to commence liquidating the Trust Account established in connection with the Company's initial public offering inright to require the eventholders of Public Warrants to exchange all of the outstanding Public Warrants for shares of the Company’s Class A Common Stock, par value $0.0001 per share, on the terms and subject to the conditions set forth herein; and

WHEREAS, following a consent solicitation undertaken by the Company, has not consummated a business combinationthe Registered Holders of more than 65% of the outstanding Public Warrants have consented to the Extended Date; and approved this Amendment.

        WHEREAS, on the date hereof, the Company is filing the amendment to the Company's Articles with the Cayman Islands.

NOW, THEREFORE, IT IS AGREED:

        1.     Section 1(i)in consideration of the Investment Management Trustmutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree to amend the Existing Warrant Agreement as set forth herein.

1.Amendment of Existing Warrant Agreement. The Existing Warrant Agreement is hereby amended and restatedby adding the new Section 6A thereto:

“6A Mandatory Exchange.

6A.1Company Election to Exchange. Notwithstanding any other provision in its entiretythis Agreement to read as follows:

"(i) Commence liquidationthe contrary, not less than all of the Trust Account only after and promptly after (x) receipt of, and only in accordance with,outstanding Warrants may be exchanged, at the terms of a letter from the Company ("Termination Letter") in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B signed on behalfoption of the Company, by its Chief Executive Officer, President, Chief Financial Officer, Secretary or Chairmanat any time while they are exercisable and prior to their expiration, at the office of the board of directors (the "Board")Warrant Agent, upon notice to the Registered Holders of the Company or other authorized officerWarrants, as described inSection 6A.2 below, for shares of Common Stock, at the Company, and complete the liquidationexchange rate of the Trust Account and distribute the Property in the Trust Account, including interest (which interest shall be net0.0855 shares of any taxes payable and less up to $50,000 of interest that may be released to the Company to pay dissolution expenses, it being understood that the Trustee has no obligation to monitor or question the Company's position that an allocation has been madeCommon Stock for taxes payable), only as directed in the Termination Letter and the other documents referred to therein; provided, that, in the case a Termination Letter in the form of Exhibit A is received, or (y) on February 15, 2019, if a Termination Letter has not been receivedevery Warrant held by the Trustee priorholder thereof (the “Consideration”) (subject to such date, in which caseequitable adjustment by the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B and the Property in the Trust Account, including interest (which interest shall be net of any taxes payable and less up to $50,000 of interest that may be released to the Company to pay dissolution expenses), shall be distributed to the Public Shareholders of record as of such date; provided, however, that in the event the Trustee receives a Termination Letter in a form substantiallyof any stock splits, stock dividends, recapitalizations or similar to Exhibit B hereto, or if the Trustee begins to liquidate the Property because it has received no such Termination Letter by February 15, 2019, the Trustee shall keep the Trust Account open until

twelve (12) months following the date the Property has been distributedtransaction with respect to the Public Shareholders;"Common Stock). The aggregate Consideration payable to each former Registered Holder shall be rounded up to the nearest whole Share after multiplying the aggregate number of outstanding Warrants held by such former Registered Holder by the Consideration.

        2.     All other provisions6A.2Date Fixed for, and Notice of, Exchange. In the event that the Company elects to exchange all of the Investment Management Trust AgreementWarrants, the Company shall remain unaffectedfix a date for the exchange (the “Exchange Date”). Notice of exchange shall be mailed by first class mail, postage prepaid, by the terms hereof.Company not less than fifteen (15) days prior to the Exchange Date to the Registered Holders of the Warrants at their last addresses as they shall appear on the registration books. Any notice mailed in the manner herein provided shall be conclusively presumed to have been duly given whether or not the Registered Holder received such notice.

        3.     This Amendment6A.3Exercise After Notice of Exchange. The Warrants may be signedexercised, for cash (or on a “cashless basis” in accordance withsubsection 3.3.1(b) of this Agreement) at any numbertime after notice of counterparts, each of whichredemption shall be an originalhave been given by the Company pursuant toSection 6A.2 hereof and all of which shall be deemedprior to be onethe Exchange Date. On and

after the same instrument, withExchange Date, the same effect as if the signatures thereto and hereto were upon the same instrument. A facsimile signature shall be deemed to be an original signature for purposesrecord holder of the Amendment.

        4.     This Amendment is intendedWarrants shall have no further rights except to be in full compliance with the requirements for an Amendment to the Investment Management Trust Agreement as required by Section 6(c)receive, upon surrender of the Investment Management Trust Agreement, and every defect in fulfilling such requirements for an effective amendment toWarrants, the Investment Management Trust Agreement is hereby ratified, intentionally waived and relinquished by all parties hereto.Consideration.

        5.2.Miscellaneous Provisions.

2.1Severability. This Amendment shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Amendment 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 Amendment a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.

2.2Applicable Law. The validity, interpretation and performance of this Amendment shall be governed by and construed and enforced in accordance withall respects by the laws of the State of New York, without giving effect to conflictsconflict of law principleslaws. The parties hereby agree that would resultany action, proceeding or claim against it arising out of or relating in any way to this Amendment shall be brought and enforced in the applicationcourts of the substantive lawsState of another jurisdiction.New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. Each of the parties hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

[2.3Counterparts. This Amendment may be executed in any number of counterparts, and by facsimile or portable document format (pdf) transmission, 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.

2.4Effect of Headings. The remainderSection headings herein are for convenience only and are not part of this page is intentionally left blank.Amendment and shall not affect the interpretation thereof.

2.5Entire Agreement. The Existing Warrant Agreement, as modified by this Amendment, constitutes the entire understanding of the parties and supersedes all prior agreements, understandings, arrangements, promises and commitments, whether written or oral, express or implied, relating to the subject matter hereof, and all such prior agreements, understandings, arrangements, promises and commitments are hereby canceled and terminated.

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