0001213900-21-037189 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 16th, 2021 • Aquarius II Acquisition Corp. • Blank checks • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the [______], 2021, by and among Aquarius II Acquisition Corp., a Cayman Islands company (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).

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WARRANT AGREEMENT
Warrant Agreement • July 16th, 2021 • Aquarius II Acquisition Corp. • Blank checks • New York

This WARRANT AGREEMENT (this “Agreement”) is made as of [_____], 2021 between Aquarius II Acquisition Corp., a Cayman Islands exempted company with limited liability, with its principal executive office at Unit A-C, 33/F, Tower A, Billion Centre, 1 Wang Kwong Road, Kowloon Bay, Hong Kong (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited purpose trust company, with offices at 6201 15th Avenue, Brooklyn, NY 11219, as warrant agent (the “Warrant Agent”).

INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • July 16th, 2021 • Aquarius II Acquisition Corp. • Blank checks • New York

This Agreement is made as of [_____], 2021 by and between Aquarius II Acquisition Corp. (the “Company”) and American Stock Transfer & Trust Company, LLC, as trustee (“Trustee”).

STOCK ESCROW AGREEMENT
Stock Escrow Agreement • July 16th, 2021 • Aquarius II Acquisition Corp. • Blank checks • New York

STOCK ESCROW AGREEMENT, dated as of [_____], 2021 (“Agreement”), by and among AQUARIUS II ACQUISITION CORP., a Cayman Islands Company (the “Company”), the initial shareholders listed on Exhibit A attached hereto (each, an “Initial Shareholder” and collectively the “Initial Shareholders”) and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, a New York limited liability trust company (the “Escrow Agent”).

Administrative Service Agreement
Administrative Service Agreement • July 16th, 2021 • Aquarius II Acquisition Corp. • Blank checks

This Administrative Service Agreement (the “Agreement”) dated this [_______] the day of [_______], 2021 is between Aquarius II Sponsor Limited, herein referred to as “Service Provider” and Aquarius II Acquisition Corp., herein referred to as “Customer”.

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