AQUASITION
CORP.



CODE OF
BUSINESS CONDUCT AND ETHICS



Adopted: October 25, 2012



Introduction



This Code of Business Conduct and Ethics
(this “Code”) describes the basic principles of conduct that we share as directors, officers and employees
of Aquasition Corp. (the “Company”). This Code also applies to our directors and should be provided to
and followed by our agents and representatives, including consultants. Violation of this Code may result in disciplinary action,
varying from reprimand to dismissal.



This Code is intended to provide a broad
overview of basic ethical principles that guide our conduct. In some circumstances, we maintain more specific policies on the topics
referred to in this Code. Should you have any questions regarding these policies, please review your employee handbook or contact
the human resource manager in your business unit.



Compliance with Laws, Rules and Regulations



We comply with all laws, rules, and regulations
of the places where we do business. If a law, rule, or regulation is unclear, or conflicts with a provision of this Code, you should
seek advice from supervisors or our Chief Financial Officer (or other Company personnel with comparable responsibility for legal
compliance) but always seek to act in accordance with the ethical standards described in this Code.



Conflicts of Interest



We conduct our business affairs in the best
interest of our Company and should therefore avoid situations where our private interests interfere in any way with our Company's
interests. We need to be especially sensitive to situations that have even the appearance of impropriety and promptly report them
to a supervisor, or if appropriate, a more senior manager. If you believe that a transaction, relationship or other circumstance
creates or may create a conflict of interest, you should promptly report this concern. It is our policy that circumstances that
pose a conflict of interest for our employees are prohibited unless a waiver is obtained from a senior Company officer. Consistent
with NASDAQ Stock Market rules and as further described below, any waiver of this conflict of interest policy for a director or
executive officer may only be made by our Board or a committee of our Board, and any such waiver must be promptly disclosed to
the Company's shareholders.











Record-Keeping



We require honest and accurate recording
and reporting of information in order to make responsible business decisions. We document and record our business expenses accurately.
Questionable expenses should be discussed with the appropriate personnel in our accounting department.



All of our books, records, accounts, and
financial statements are maintained in reasonable detail, appropriately reflect our transactions, and conform both to applicable
legal requirements and to our system of internal controls.



We avoid exaggeration, derogatory remarks,
guesswork, or inappropriate characterizations of people and companies in our business records and communications. We maintain our
records according to our record retention policies. In accordance with those policies, in the event of litigation or governmental
investigation, please consult our Chief Financial Officer or other Company personnel with comparable responsibility for legal compliance.



Public Reporting



We are a public company and as a result
file reports and other documents with the U.S. Securities and Exchange Commission (the “SEC”). As well,
we issue press releases and make other public statements that include financial and other information about our business, financial
condition and results of operations. We endeavor to make full, fair, accurate, timely and understandable disclosure in reports
and documents we file with, or submit to, the SEC, and in our press releases and public communications.



We require cooperation and open communication
with our internal and outside auditors. It is illegal to take any action to fraudulently influence, coerce, manipulate, or mislead
any internal or external auditor engaged in the performance of an audit of our financial statements.



The laws and regulations applicable to filings
made with the SEC, including those applicable to accounting matters, are complex. While the ultimate responsibility for the information
included in these reports rests with senior management, numerous other employees participate in the preparation of these reports
or provide information included in these reports. We maintain disclosure controls and procedures to ensure that the information
included in the reports that we file or submit to the SEC is collected and communicated to senior management in order to permit
timely disclosure of the required information.



If you are requested to provide, review
or certify information in connection with our disclosure controls and procedures, you must provide the requested information or
otherwise respond in a full, accurate and timely manner. Moreover, even in the absence of a specific request, you should report
any information that you believe should be considered for disclosure in our reports to the SEC.



If you have questions or are uncertain as
to how our disclosure controls and procedures may apply in a specific circumstance, promptly contact your supervisor or a more
senior manager. We want you to ask questions and seek advice. Additional information regarding how to report your questions or
concerns (including on a confidential, anonymous basis) is included below in this Code under the heading "Reporting Illegal
or Unethical Behavior."



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Insider Trading



We do not trade in Company stock on the
basis of material, non-public information concerning the Company, nor do we “tip” others who may trade in Company securities.



Corporate Opportunities



We do not personally take opportunities
that are discovered through the use of Company property, information or position without the prior consent of our Board. Unless
prior approval of our Board is obtained, our directors, officers, and employees are also prohibited from competing with the Company.



Competition and Fair Dealing



We do not engage in unethical or illegal
business practices such as stealing proprietary information, possessing trade secret information that was obtained without the
owner's consent, or inducing disclosure of this type of information by past or present employees of other companies.



Business Entertainment and Gifts



We recognize that business entertainment
and gifts are meant to create good will and sound working relationships, not to gain unfair advantage with customers or suppliers.
Neither we nor our family members offer, give, or accept any gift or entertainment unless it: (a) is not a cash gift, (b) is
consistent with customary business practices, (c) is not excessive in value, (d) cannot be construed as a bribe or payoff,
and (e) does not violate any laws or regulations. Any questionable gift or invitation should be discussed with a supervisor,
or, if appropriate, a more senior manager.



Discrimination and Harassment



The diversity of our employees is a tremendous
asset. We provide equal opportunity in all aspects of employment and will not tolerate discrimination or harassment of any kind.
Derogatory comments based on racial or ethnic characteristics, unwelcome sexual advances and similar behavior are prohibited.



Health and Safety



We strive to provide a safe and healthy
work environment. We ensure a safe and healthy work environment by following safety and health rules and practices and promptly
reporting accidents, injuries and unsafe equipment, practices, or conditions to a supervisor or more senior manager.



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We do not permit violence or threatening
behavior in our workplaces. We report to work in condition to perform our duties at our best, free from the influence of illegal
drugs or alcohol. We do not tolerate the use of illegal drugs in the workplace.



Confidentiality



We protect confidential information. Confidential
information includes proprietary information such as our trade secrets, patents, trademarks, copyrights, business, marketing plans,
sales forecasts, engineering and manufacturing ideas, designs, databases, records, salary information, and unpublished financial
data and reports, as well as any non-public information that might be of use to competitors or harmful to us or our customers if
disclosed. It also includes information that suppliers and customers have entrusted to us on a confidential basis. Our personal
obligation not to disclose confidential information continues even after employment ends.



Protection and Proper Use of Company Assets



Theft, carelessness, and waste of Company
assets have a direct impact on our profitability and should be avoided. Any suspected incident of fraud or theft should be immediately
reported to a supervisor or, if appropriate, a more senior manager for investigation. We carefully safeguard our confidential information.
Unauthorized use or distribution of confidential information is prohibited and could also be illegal, resulting in civil or even
criminal penalties.



Payments to Government Personnel



The United States
Foreign Correct Practices Act applies to us, as a U.S.-listed company, even if the gift, favor, or other gratuity is given by a
non-U.S. person to another non-U.S. person outside of the United States, and it applies to any gift, favor, or other gratuity no
matter how small. In compliance with the United States Foreign Corrupt Practices Act we do not give anything of value, directly
or indirectly, to officials of governments or political candidates in order to obtain or retain business. We do not promise, offer,
or deliver to any foreign or domestic government employee or official any gift, favor, or other gratuity that would be illegal.



The laws or customs of other countries in
which we operate may be less clear. It is our policy to comply with those laws or customs; however, if a local law or custom seems
to contradict the principles described in this Code, contact a supervisor, our Chief Financial Officer or Company personnel with
comparable responsibility for legal compliance for guidance.



Waivers



Consistent with NASDAQ Stock Market rules,
only our Board or a committee of our Board may waive a provision of this Code for our executive officers or directors, and any
waiver should be promptly disclosed to the Company's shareholders. Waivers of this Code for any other employee may be made only
by a senior Company officer, and then only under special circumstances.



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Reporting Illegal or Unethical Behavior



Employees who have evidence of any violations
of this code are encouraged and expected to report them to their supervisor, and in the case of officers and directors, they should
report evidence of any such violations to a member of the Audit Committee. Such reports will be investigated in reference to applicable
laws and the Company’s policy. Violations of this Code or any other unlawful acts by our officers, directors or employees
may subject the individual to dismissal from employment and/or fines, imprisonment and civil litigation according to applicable
laws.



We will not allow retaliation against an
employee for reporting a possible violation of this Code in good faith. Retaliation for reporting a federal offense is illegal
under federal law and prohibited under this Code. Retaliation for reporting any violation of a law, rule or regulation or a provision
of this Code is prohibited. Retaliation will result in discipline up to and including termination of employment and may also result
in criminal prosecution.



In order to encourage reports of illegal
or unethical behavior (including violations of this Code), we keep all reports confidential and do not allow retaliation for good
faith reports of possible misconduct by others. It is also our duty to cooperate in internal investigations of alleged misconduct.



We must all work to ensure prompt and consistent
action against unethical or illegal behavior. Often a violation of this Code will be easy to recognize and should be promptly reported
to a supervisor or, if appropriate, a more senior manager. However, in some situations it is difficult to know right from wrong.
Since none of us can anticipate every situation that will arise, it is important that we have a way to approach a new or sensitive
question or concern. Here are some questions that can be asked:



| | 1. | What do I need to know? In order to reach the right solutions, we must be as fully informed as possible.
| | -- | --------------------------------------------------------------------------------------------------------



| | 2. | What specifically am I being asked to do? Does it seem unethical or improper? This will focus the inquiry on
the specific action in question, and the available alternatives. Use judgment and common sense. If something seems unethical or
improper, it probably is.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 3. | What is my responsibility? In most situations, there is shared responsibility. Should colleagues be informed?
It may help to get others involved and discuss the issue.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 4. | Have I discussed the issue with a supervisor? This is the basic guidance for all situations. In many cases, a
supervisor will be more knowledgeable about the question and will appreciate being brought into the decision-making process. Remember
that it is the supervisor's responsibility to help solve problems.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 5. | Should I seek help from Company management? In the case which it may not be appropriate to discuss an issue with
a supervisor, or where you would not be comfortable approaching a supervisor with your question, discuss it with a more senior
manager. If for some reason you do not believe that your concerns have been appropriately addressed, you should seek advice from
our Chief Financial Officer or other Company personnel with comparable responsibility for legal compliance. Alternatively, we have
established procedures to permit confidential, anonymous submissions of concerns regarding alleged violations of this Code, including
concerns with respect to questionable accounting or auditing matters.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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Conclusion



The Company's good name and reputation depend,
to a very large extent, upon you taking personal responsibility for maintaining and adhering to the policies and guidelines set
forth in this Code. Your business conduct on behalf of the Company must be guided by the policies and guidelines set forth in this
Code.



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Availability of this Code



This Code will be included on the Company’s
website and will be made available upon request sent to the Company's Secretary.



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