0001213900-22-043001 Sample Contracts

5,000,000 Units Aquaron Acquisition Corp. UNDERWRITING AGREEMENT
Underwriting Agreement • July 29th, 2022 • Aquaron Acquisition Corp. • Blank checks • New York
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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 29th, 2022 • Aquaron Acquisition Corp. • Blank checks • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of [*], 2022, by and among Aquaron Acquisition Corp., a Delaware corporation (the “Company”) and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).

STOCK ESCROW AGREEMENT
Stock Escrow Agreement • July 29th, 2022 • Aquaron Acquisition Corp. • Blank checks • New York

This STOCK ESCROW AGREEMENT, dated as of [*], 2022 (“Agreement”), by and among AQUARON ACQUISITION CORP., a Delaware corporation (“Company”), the initial stockholders listed on the signature pages hereto (collectively, the “Initial Stockholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).

Aquaron Acquisition Corp.
Underwriting Agreement • July 29th, 2022 • Aquaron Acquisition Corp. • Blank checks • New York

This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Aquaron Acquisition Corp., a Delaware corporation (the “Company”), and Chardan Capital Markets, LLC, as Representative (the “Representative”) of the several underwriters named on Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of common stock of the Company, $0.0001 par value (the “Common Stock”), and one right to receive one-fifth (1/5) of one share of Common Stock (the “Rights”). Certain capitalized terms used herein are defined in paragraph 16 hereof.

RIGHTS AGREEMENT
Rights Agreement • July 29th, 2022 • Aquaron Acquisition Corp. • Blank checks • New York

This Rights Agreement (this “Agreement”) is made as of [*], 2022 between Aquaron Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, with offices at 1 State Street, New York, New York 10004, as right agent (the “Right Agent”).

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