5,000,000 Units Aquasition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • October 15th, 2012 • Aquasition Corp. • Blank checks • New York
Aquasition Corp., a corporation formed pursuant to the laws of the Republic of the Marshall Islands (the “Company”), proposes to issue and sell to the several underwriters (the “Underwriters”) named in Schedule I of this agreement (this “Agreement”), for whom Lazard Capital Markets LLC (“LCM”) is acting as representative (the “Representative”), an aggregate of 5,000,000 units (the “Firm Units”), with each unit consisting of one share of the Company’s common stock, $0.0001 par value per share (the “Common Stock”), and one warrant (“Warrant”) to purchase one share of Common Stock. The respective amounts of Firm Units to be so purchased by each of the several Underwriters are set forth opposite their respective names in Schedule I hereto. The Company also proposes to sell, at the Underwriters’ option (the “Over-allotment Option”), an aggregate of up to 750,000 additional units of the Company (the “Option Units”) as set forth below. The terms of the Warrants are provided for in the form of
WARRANT AGREEMENT AQUASITION CORP. and AMERICAN STOCK TRANSFER & TRUST COMPANY, as Warrant Agent WARRANT AGREEMENT Dated as of [____________], 2012Warrant Agreement • October 15th, 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”).
Underwriter’s Option AgreementUnderwriter’s Option Agreement • October 15th, 2012 • Aquasition Corp. • Blank checks • New York
THIS PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE LATER OF (1) THE CONSUMMATION BY AQUASITION CORP. (THE “COMPANY”) OF A MERGER, SHARE CAPITAL EXCHANGE, ASSET OR STOCK ACQUISITION, CONTROL THROUGH CONTRACTUAL ARRANGEMENTS OR OTHER SIMILAR BUSINESS COMBINATION (“ACQUISITION TRANSACTION”) (AS DESCRIBED MORE FULLY IN THE COMPANY’S REGISTRATION STATEMENT (DEFINED HEREIN) AND ________________ [DATE THAT IS ONE YEAR FROM DATE OF PROSPECTUS]. VOID AFTER 5:00 P.M. EASTERN TIME, ___________________ [DATE THAT IS FIVE YEARS THE FROM EFFECTIVE DATE OF THE REGISTRATION STATEMENT].
