5,000,000 Units AQUASITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • October 24th, 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 provide
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 24th, 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 • October 24th, 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 • October 24th, 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.
WARRANT AGREEMENT AQUASITION CORP. and AMERICAN STOCK TRANSFER & TRUST COMPANY, as Warrant Agent WARRANT AGREEMENT Dated as of [____________], 2012Warrant Agreement • October 24th, 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 ”).
