Exhibit
10.5


 


Aquarius
I Acquisition Corp. 


Room 901-903, 9/F, Harbour Centre


25 Harbour Road


Wan Chai, Hong Kong SAR


 





Ladies
and Gentlemen:


 


Aquarius
I Acquisition Corp. (the “Company”), a blank check company incorporated under the laws of the Cayman Islands for the purpose
of acquiring one or more businesses or entities (a “Business Combination”), intends to register its securities under the
Securities Act of 1933, as amended (“Securities Act”), in connection with its initial public offering (“IPO”),
pursuant to a registration statement on Form S-1 (“Registration Statement”).


 


The undersigned hereby commits
that it will purchase 366,250 units of the Company (“Private Units”), each Private Unit consisting of one ordinary share of
the Company, $0.0001 par value each (the “Ordinary Shares”), one warrant (the “Warrants”) entitling its holder
to purchase one-half (1/2) of one Ordinary Share, and one right to receive one-tenth (1/10) of an Ordinary Share (each a “Right”),
at $10.00 per Private Unit, for a purchase price of $3,662,500 (the “Private Unit Purchase Price”).

 


At
least twenty-four (24) hours prior to the effective date of the Registration Statement, the undersigned will cause the Private Unit Purchase
Price to be delivered to Loeb & Loeb LLP (“Loeb”), counsel for the Company, by wire transfer as set forth in the instructions
attached as Exhibit A to hold in a non-interest bearing account until the Company consummates the IPO.


 


The
consummation of the purchase and issuance of the Private Units shall occur simultaneously with the consummation of the IPO. Simultaneously
with the consummation of the IPO, Loeb shall deposit the Private Unit Purchase Price, without interest or deduction, into the trust fund
(“Trust Fund”) established by the Company for the benefit of the Company’s public shareholders as described in the
Registration Statement. If the Company does not complete the IPO within ten (10) days from the date of this letter, the Private Unit
Purchase Price (without interest or deduction) will be returned to the undersigned.


 


Each
of the Company, and the undersigned acknowledges and agrees that Loeb is serving hereunder solely as a convenience to the parties to
facilitate the purchase of the Private Units and Loeb’s sole obligation under this letter agreement is to act with respect to holding
and disbursing the Private Unit Purchase Price as described above. Loeb shall not be liable to the Company, Maxim or the undersigned
or any other person or entity in respect of any act or failure to act hereunder or otherwise in connection with performing its services
hereunder unless Loeb has acted in a manner constituting gross negligence or willful misconduct. The Company and the undersigned shall
indemnify Loeb against any claim made against it (including reasonable attorney’s fees) by reason of it acting or failing to act
in connection with this letter agreement except as a result of its gross negligence or willful misconduct. Loeb may rely and shall be
protected in acting or refraining from acting upon any written notice, instruction or request furnished to it hereunder and believed
by it to be genuine and to have been signed or presented by the proper party or parties.


 


The
Private Units will be identical to the units to be sold by the Company in the IPO. Additionally, the undersigned agrees:


 


	 	●	to vote
    the Ordinary Shares included in the Private Units in favor of any proposed Business Combination;


 


	 	●	not to
    propose, or vote in favor of, an amendment to the Company’s Amended and Restated Memorandum and Articles of Association that
    would affect the substance or timing of the Company’s obligation to redeem 100% of the Company’s Ordinary Shares sold
    in the IPO if the Company does not complete an initial Business Combination within 12 months from the date that the registration
    statement is declared effective (or up to 21 months, as applicable), unless the Company provides the holders of Ordinary Shares sold
    in the IPO with the opportunity to redeem their Ordinary Shares upon approval of any such amendment at a per-share price, payable
    in cash, equal to the aggregate amount of the Trust Fund, including interest earned on Trust Fund and not previously released to
    the Company to pay the Company’s franchise and income taxes, divided by the number of then outstanding Ordinary Shares sold
    in the IPO;


 



     


     


    




 


	 	●	not to
    convert any Ordinary Shares included in the Private Units into the right to receive cash from the Trust Fund in connection with a
    shareholder vote to approve either a Business Combination or an amendment to the provisions of the Company’s Amended and Restated
    Memorandum and Articles of Association, and not to tender the Private Units in connection with a tender offer conducted prior to
    the closing of a Business Combination;


 


	 	●	the undersigned
    will not participate in any liquidation distribution with respect to the Private Units (but will participate in liquidation distributions
    with respect to any units or Ordinary Shares purchased by the undersigned in the IPO or in the open market) if the Company fails
    to consummate a Business Combination;


 


	 	●	that the
    Private Units and underlying securities will not be transferable until after the consummation of a Business Combination except (i)
    to the Company’s pre-IPO shareholders, or to the Company’s officers, directors, advisors and employees, (ii) transfers
    to the undersigned’s affiliates or its members upon its liquidation, (iii) to relatives and trusts for estate planning purposes,
    (iv) by virtue of the laws of descent and distribution upon death, (v) pursuant to a qualified domestic relations order, (vi) by
    private sales made in connection with the consummation of a Business Combination at prices no greater than the price at which the
    Private Units were originally purchased or (vii) to the Company for cancellation in connection with the consummation of a Business
    Combination, in each case (except for clause vii) where the transferee agrees to the terms of the transfer restrictions; and


 


	 	●	the Private
    Units will include any additional terms or restrictions as is customary in other similarly structured blank check company offerings
    or as may be reasonably required by the underwriters in the IPO in order to consummate the IPO, each of which will be set forth in
    the Registration Statement.


 


The
undersigned acknowledges and agrees that the purchaser of the Private Units will execute agreements in form and substance typical for
transactions of this nature necessary to effectuate the foregoing agreements and obligations prior to the consummation of the IPO as
are reasonably acceptable to the undersigned, including but not limited to an insider letter.


 


The
undersigned hereby represents and warrants that:


 


	 	(a)	it has
    been advised that the Private Units have not been registered under the Securities Act;


 


	 	(b)	it will
    be acquiring the Private Units for its account for investment purposes only;


 


	 	(c)	it has
    no present intention of selling or otherwise disposing of the Private Units in violation of the securities laws of the United States;


 


	 	(d)	it is
    an “accredited investor” as defined by Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended;


 


	 	(e)	it has
    had both the opportunity to ask questions and receive answers from the officers and directors of the Company and all persons acting
    on its behalf concerning the terms and conditions of the offer made hereunder;


 


	 	(f)	it is
    familiar with the proposed business, management, financial condition and affairs of the Company;


 



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	 	(g)	it has
    full power, authority and legal capacity to execute and deliver this letter and any documents contemplated herein or needed to consummate
    the transactions contemplated in this letter; and


 


	 	(h)	this letter
    constitutes its legal, valid and binding obligation, and is enforceable against it.





 


This
letter agreement constitutes the entire agreement between the undersigned and the Company with respect to the purchase of the Private
Units, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral,
with respect to the same.


 


	 	Very truly yours,
	 	 
	 	AQUARIUS SPONSOR LIMITED



 

	 	By:	 
	 	Name:	Sze Hau Lee
	 	Title:	Director


 


Accepted
and Agreed:


 


AQUARIUS
I ACQUISITION CORP.


 


	By: 	 	 
	 	Name:	Sze Hau Lee	 
	 	Title: 	Chief Executive Officer	 


 



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Exhibit
A


 


Wire
Instructions


 


Bank
Name: Citigroup Private Bank


 


		Bank
    Address:	153 East 53rd Street


New
York, NY 10022


 


Account
Name: Loeb & Loeb LLP – Trust Account 


Account
Number: 24576266 


Routing/ABA
Number (Domestic Wires): 021000089 


Swift
Code (Foreign Wire): CITIUS33 


Note:
AQUARIUS 237293/10001


 



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