AQUARIUS II ACQUISITION CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • November 18th, 2022 • Aquarius II Acquisition Corp. • Blank checks • New York
Aquarius II Acquisition Corporation, a Cayman Islands company (the “Company”), hereby confirms its agreement with EF Hutton, division of Benchmark Investments, LLC (the “Representative”), as representative of the several underwriters named on Schedule A hereto (the “Underwriters” or, each underwriter individually, an “Underwriter”), as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 18th, 2022 • Aquarius II Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the [______], 202_, 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”).
WARRANT AGREEMENTWarrant Agreement • November 18th, 2022 • Aquarius II Acquisition Corp. • Blank checks • New York
This WARRANT AGREEMENT (this “Agreement”) is made as of [_____], 202_ between Aquarius II Acquisition Corp., a Cayman Islands exempted company with limited liability, with its principal executive office at Room 901-903, 9/F, Harbour Centre, 25 Harbour Road, Wan Chai, Hong Kong SAR (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”).
RIGHTS AGREEMENTRights Agreement • November 18th, 2022 • Aquarius II Acquisition Corp. • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of [ ], 202_ between Aquarius II Acquisition Corp., a Cayman Islands company, with its principal executive office at Room 901-903, 9/F, Harbour Centre, 25 Harbour Road, Wan Chai, Hong Kong SAR (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, with offices at 6201 15th Avenue, Brooklyn, NY 11219 (the “Right Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 18th, 2022 • Aquarius II Acquisition Corp. • Blank checks • New York
This Agreement is made as of [_____], 202_ by and between Aquarius II Acquisition Corp. (the “Company”) and American Stock Transfer & Trust Company, LLC, as trustee (“Trustee”).
STOCK ESCROW AGREEMENTStock Escrow Agreement • November 18th, 2022 • Aquarius II Acquisition Corp. • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of [_____], 202_ (“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”).
AMENDMENT NO. 1 TO THE PROMISSORY NOTE DATED AS OF MAY 12 , 2021Promissory Note • November 18th, 2022 • Aquarius II Acquisition Corp. • Blank checks
THIS AMENDMENT NO.1 TO THE PROMISSORY NOTE DATED AS OF MAY 12, 2021 (this “Amendment”) is made and entered into as of December 31, 2021 by and between Aquarius II Acquisition Corp., an exempted company in the Cayman Islands (the “Maker”), and Aquarius II Sponsor Ltd. or its registered assigns or successors in interest (the “Payee”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Note (as defined below) unless specified otherwise.
Administrative Service AgreementAdministrative Service Agreement • November 18th, 2022 • Aquarius II Acquisition Corp. • Blank checks
This Administrative Service Agreement (the “Agreement”) dated this [_______] the day of [_______], 2022 is between Lion Wealth Limited, herein referred to as “Service Provider” and Aquarius II Acquisition Corp., herein referred to as “Customer”.
A M E N D M E N T N O . 2 T O T H E P R O M I S S O R Y N O T E D A T E D A S O F M A Y 1 2 , 2 0 2 1Promissory Note • November 18th, 2022 • Aquarius II Acquisition Corp. • Blank checks
THIS AMENDMENT NO.2 TO THE PROMISSORY NOTE DATED AS OF MAY 12, 2021(this “Amendment”) is made and entered into as of September 30, 2022 by and between Aquarius II Acquisition Corp., an exempted company in the Cayman Islands (the “Maker”), and Aquarius II Sponsor Ltd. or its registered assigns or successors in interest (the “Payee”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Note (as defined below) unless specified otherwise.
