REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 5th, 2012 • Aquasition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of _________, 2012, is made and entered into by and among Aquasition Corp., a Marshall Islands company (the “Company”), [______________] (each such party, a “Holder” and collectively the “Holders”), the undersigned parties listed under Holder on the signature page hereto and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement.
WARRANT AGREEMENT AQUASITION CORP. and AMERICAN STOCK TRANSFER & TRUST COMPANY, as Warrant Agent WARRANT AGREEMENT Dated as of [____________], 2012Warrant Agreement • June 5th, 2012 • Aquasition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [___________], 2012, is by and between Aquasition Corp., a Marshall Islands company (the “Company”), and American Stock Transfer & Trust Company, a New York corporation, as Warrant Agent (the “Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 5th, 2012 • Aquasition Corp. • Blank checks • New York
This Agreement is made effective as of [___________], 2012 by and between Aquasition Corp. (the “Company”) and American Stock Transfer & Trust Company, LLC (the “Trustee”).
FORM OF PLACEMENT UNIT PURCHASE AGREEMENTForm of Placement Unit Purchase Agreement • June 5th, 2012 • Aquasition Corp. • Blank checks • New York
THIS PLACEMENT UNIT PURCHASE AGREEMENT, dated as of [________], 2012 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between [________], a [________] (each a “Founder” and collectively, the “Founders”) and Aquasition Corp. (the “Company”).
Aquasition Corp. c/o Seacrest Shipping Co. Ltd. 8-10 Paul Street London EC2A 4JH, EnglandLetter Agreement • June 5th, 2012 • Aquasition Corp. • Blank checks
This letter (“Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Aquasition Corp., a Marshall Islands company (the “Company”), and Lazard Capital Markets LLC, as representative of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Offering”) of [__________] of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one warrant exercisable for one share of Common Stock (each, a “Warrant”). The Units sold in the Offering shall be quoted and traded on the Nasdaq Capital Market pursuant to a registration statement on Form F-1 and prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange Commission (the “Commission”). Certain capitalized terms used herein are defined in paragraph 11 hereof.
SECURITIES ESCROW AGREEMENTSecurities Escrow Agreement • June 5th, 2012 • Aquasition Corp. • Blank checks • New York
SECURITIES ESCROW AGREEMENT, dated as of __________, 2012 (“Agreement”) by and among Aquasition Corp., a Marshall Islands company (the “Company”), the undersigned parties listed as Initial Shareholders on the signature page hereto (collectively, the “Initial Shareholders”) and American Stock Transfer & Trust Company as escrow agent (the “Escrow Agent”).
AQUASITION CORP. [________], 2012Aquasition Corp. • June 5th, 2012 • Blank checks • New York
