INVESTMENT MANAGEMENT TRUST AGREEMENT


 


This Agreement is made effective as of [___________],
2012 by and between Aquasition Corp. (the “Company”) and American Stock Transfer & Trust Company,
LLC (the “Trustee”).


 


WHEREAS, the Company’s registration
statement, as amended on Form F-1, No. 333-180571 (the “Registration Statement”) and prospectus
(the “Prospectus”) for the initial public offering of the Company’s units (the “Units
“), which consist of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock
“) and one warrant to purchase one share of the Company’s Common Stock (the “Warrants”),
(such initial public offering hereinafter referred to as the “Offering”) has been declared effective
as of the date hereof (the “Effective Date”) by the Securities and Exchange Commission; and


 


WHEREAS, the Company intends to issue units
(the “Placement Units”), which are identical to the Units except that the warrants included
in the Placement Units may be exercised on a cashless basis under certain circumstances and are subject to certain transfer restrictions,
in a private placement the immediately prior to the consummation of the Offering; and


 


WHEREAS, the Company has entered into an
Underwriting Agreement with Lazard Capital Markets LLC as representative of the several underwriters (the “Underwriters”)
named therein (the “Underwriting Agreement”); and


 


WHEREAS, as described in the Registration
Statement, $[________] (or $[________] if the Underwriters’ over-allotment option is exercised in full) of the gross proceeds
of the Offering and a portion of the proceeds from the sale of the Placement Units will be delivered to the Trustee to be deposited
and held in a segregated trust account (the “Trust Account”) for the benefit of the Company and the holders
of the Company’s shares of Common Stock underlying the Units issued in the Offering as hereinafter provided (the amount to
be delivered to the Trustee will be referred to hereinafter as the “Property,” the shareholders
for whose benefit the Trustee shall hold the Property will be referred to as the “Public Shareholders,”
and the Public Shareholders and the Company will be referred to together as the “Beneficiaries”) (capitalized
terms used herein and not otherwise defined shall have the meanings set forth in the Registration Statement); and


 


WHEREAS, the Company and the Trustee desire
to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold the Property.


 


IT IS AGREED:


 


1.          Agreements
and Covenants of Trustee. The Trustee hereby agrees and covenants to:


 


(a)          Hold
the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in the Trust Account at [________],
and at a brokerage institution selected by the Trustee that is satisfactory to the Company;


 


(b)          Manage,
supervise and administer the Trust Account subject to the terms and conditions set forth herein;


 


(c)          In
a timely manner, upon the written instruction of the Company to invest and reinvest the Property in United States government securities
within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a maturity of 180 days
or less, or in money market funds meeting the conditions of paragraphs (c)(2), (c)(3) and (c)(4) of Rule 2a-7 promulgated
under the Investment Company Act of 1940, as amended and that invest solely in U.S. government treasury bill with a maturity of
180 days or less, as determined by the Company;


 


(d)          Collect
and receive, when due, all interest arising from the Property, which shall become part of the “Property,” as such term
is used herein;


 



    	 



    	 



    

 


(e)          Promptly
notify the Company and Lazard Capital Markets LLC of all communications received by the Trustee with respect to any Property requiring
action by the Company;


 


(f)          Supply
any necessary information or documents as may be requested by the Company (or its authorized agents) in connection with the Company’s
preparation of the tax returns relating to assets held in the Trust Account;


 


(g)          Participate
in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed
by the Company to do so;


 


(h)          Render
to the Company monthly written statements of the activities of, and amounts in, the Trust Account reflecting all receipts and disbursements
of the Trust Account;


 


(i)          Commence
liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter (“Termination
Letter “), in a form substantially similar to that attached hereto as either   Exhibit A or  Exhibit
B   signed on behalf of the Company by its Chief Executive Officer or Chairman of the board of directors (the “Board”)
or other authorized officer of the Company, and complete the liquidation of the Trust Account and distribute the Property in the
Trust Account only as directed in the Termination Letter and the other documents referred to therein. The Trustee understands and
agrees that, except as provided in this  Section 1(i), disbursements from the Trust Account shall be made only pursuant
to the terms of a duly executed Tax Withdrawal Instruction, Interest Withdrawal Instruction or Permitted Purchase of Shares Withdrawal
Instruction, as set forth in  Sections 1(j), 1(k) and 1(l), respectively, as the case may be; provided, however,
that in the event the Trustee receives a Termination Letter in a form substantially similar to  Exhibit B hereto,
or if the Trustee begins to liquidate the Property because it has received no such Termination Letter by the date that is 18 months
(or 24 months pursuant to the automatic period extension) from the closing of the offering, or on such other date as may be determined
in the Company’s Amended and Restated Articles of Incorporation following the liquidation of the Property, the Trustee shall
keep the Trust Account open until the earliest to occur of (i) twelve (12) months following the date the Property has been distributed
to the Public Shareholders or (ii) the Trustee’s receipt of a letter in a form substantially similar to  Exhibit
E hereto;


 


(j)          If
there is any tax obligation relating to the Property in the Trust Account or to fund the working capital of the Company, then,
only at the written instruction of the Company in a form substantially similar to that attached hereto as Exhibit C (a “Tax
Withdrawal Instruction”), to make available in cash or by check from the Property in the Trust Account an amount
specified by the Company by electronic funds transfer, account debit or other method of payment; provided, however, that such distributions
may only be made if and to the extent that interest has been earned on the amount initially deposited in the Trust Account sufficient
to pay for such distribution (it being expressly understood that the principal of the Property shall not be used to pay any such
distribution);


 


(k)          Upon
written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto
as  Exhibit D  (an “Interest Withdrawal Instruction”), the Trustee shall distribute
to the Company the amount requested by the Company; and


 


(l)          In
the event that the Company seeks shareholder approval of the Company’s initial Acquisition Transaction, at any time commencing
upon the filing of a proxy statement related to such Acquisition Transaction and ending on the date immediately prior to the record
date for the vote held to approve such Acquisition Transaction, the Company may make a written request for the release of funds
necessary to repurchase up to fifteen percent (15%) of its Common Stock, which may be given from time to time in a form substantially
similar to that attached hereto as  Exhibit E  (a “Permitted Purchase of Shares Withdrawal
Instruction”). In connection therewith, the Company shall deliver, in addition to Exhibit E, a “trade
ticket” or similar confirmation evidencing such purchase by the Company.  Upon receipt of such evidence, the Trustee
shall release to the Company from the Trust Account the necessary funds in order to complete such trade within two trading days
of the trade date.   The Trustee shall pay to the Company such amount equal to: (x) the number of shares of Common Stock
purchased (evidenced by the trade ticket) multiplied by (y) an amount not to exceed the pro rata per share amount held in the Trust
Account; provided, however, in no event shall the Trustee release funds to repurchase in excess of [_______] shares of Common Stock
(or [_______] shares of Common Stock if the over-allotment option of the Offering is exercised in full or such other amount provided
to the Trustee if the over-allotment option is partially exercised but not to exceed [________] shares of Common Stock).


 



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2.          Agreements
and Covenants of the Company. The Company hereby agrees and covenants to:


 


(a)          Give
all instructions to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board, President, Chief Executive
Officer or Chief Financial Officer. In addition, except with respect to its duties under  Sections 1(i) through  1(l)
  hereof, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice
or instruction which it, in good faith and with reasonable care, believes to be given by any one of the persons authorized above
to give written instructions, provided that the Company shall promptly confirm such instructions in writing;


 


(b)          Subject
to Section 4 hereof, hold the Trustee harmless and indemnify the Trustee from and against any and all expenses, including
reasonable counsel fees and disbursements, or losses suffered by the Trustee in connection with any action taken by it hereunder
and in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with
any claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the
Property or any interest earned on the Property, except for expenses and losses resulting from the Trustee’s gross negligence,
fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any
action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this  Section 2(b) ,
it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”).
The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim;  provided that the
Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably
withheld. The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which such
consent shall not be unreasonably withheld. The Company may participate in such action with its own counsel;


 


(c)          Pay
the Trustee the fees set forth on Schedule A hereto, including an initial acceptance fee, an annual fee and a transaction
processing fee for each disbursement made pursuant to  Sections 1(j)  and  1(l), which fees
shall be subject to modification by the parties from time to time. It is expressly understood that the Property shall not be used
to pay such fees unless and until it is distributed to the Company pursuant to  Sections 1(i) through 1(l) hereof.
The Company shall pay the Trustee the initial acceptance fee and the first annual fee at the consummation of the Offering and thereafter
on the anniversary of the Effective Date. The Trustee shall refund to the Company the annual fee (on a pro rata basis) with respect
to any period after the liquidation of the Trust Account. The Company shall not be responsible for any other fees or charges of
the Trustee except as set forth in this  Section 2(c)   and as may be provided in  Section 2(b)
  hereof;


 


(d)          In
connection with any vote of the Company’s Public Shareholders regarding a merger, capital stock exchange, asset acquisition,
stock purchase, or similar acquisition transaction involving the Company and one or more operating businesses or assets (an “Acquisition
Transaction”), provide to the Trustee an affidavit or certificate of the inspector of elections for the shareholder
meeting verifying the vote of the Public Shareholders, if applicable, regarding such Acquisition Transaction;


 


(e)          Provide
Lazard Capital Markets LLC with a copy of any Termination Letter(s) and/or any other correspondence that the Company sends to the
Trustee with respect to any proposed withdrawal from the Trust Account promptly after it issues the same;


 


(f)          In
the event the Company is entitled to receive a tax refund on its income tax obligation, and promptly after the amount of such refund
is determined on a final basis, provide the Trustee with notice in writing (with a copy to Lazard Capital Markets LLC) of the amount
of such income tax refund; and


 


(g)          Instruct
the Trustee to make only those distributions that are permitted under this Agreement, and refrain from instructing the Trustee
to make any distributions that are not permitted under this Agreement.


 



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3.          Limitations
of Liability. The Trustee shall have no responsibility or liability for:


 


(a)          Taking
any action with respect to the Property, other than as directed in Section 1 hereof and the Trustee shall have no liability to
any party except for liability arising out of the Trustee’s gross negligence, fraud or willful misconduct;


 


(b)          Instituting
any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of
any kind with respect to, any of the Property unless and until it shall have received instructions from the Company given as provided
herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto;


 


(c)          Refunding
any depreciation in principal of any Property;


 


(d)          Assuming
that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided
otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee;


 


(e)          Any
action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s best
judgment, except for the Trustee’s gross negligence, fraud or willful misconduct whether to the other parties hereto or anyone
else. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or
advice of counsel (including counsel chosen by the Trustee, which counsel may be Company’s counsel), statement, instrument,
report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also
as to the truth and acceptability of any information therein contained) to which the Trustee believes, in good faith and with reasonable
care, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice
or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced
by a written instrument delivered to the Trustee, signed by the proper party or parties and, if the duties or rights of the Trustee
are affected, unless it shall give its prior written consent thereto;


 


(f)          Verifying
the accuracy of the information contained in the Registration Statement,


 


(g)          Providing
any assurance on any Acquisition Transaction entered into by the Company or any other action taken by the Company as contemplated
by the Registration Statement;


 


(h)          Filing
information returns on behalf of the Trust Account with any local, state or federal taxing authority or providing periodic written
statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property;


 


(i)          Preparing,
executing and filing tax reports, income or other tax returns and paying any taxes with respect to any income earned by, and activities
relating to, the Trust Account, regardless of whether such tax is payable by the Trust Account or the Company, including, but not
limited to, income tax obligations (it being expressly understood that, as set forth in  Section 1(j) hereof, if there
is any income tax obligation relating to the income of the Property in the Trust Account, then, only at the written instruction
of the Company, the Trustee shall make funds available in cash from the Property in the Trust Account in an amount specified by
the Company as owing to the applicable taxing authority), which amount shall be paid directly to the Company by electronic funds
transfer or other method of prompt payment, and the Company shall forward such payment to the appropriate taxing authority; and


 


(j)          Verifying
calculations, qualifying or otherwise approving the Company’s written requests for distributions pursuant to  Sections 1(i)
  through  1(l)   hereof.


 


4.          Trust
Account Waiver. The Trustee has no right of set-off or any right, title, interest or claim of any kind (“Claim”)
to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account
that it may have in the future. In the event the Trustee has any Claim against the Company under this Agreement, including, without
limitation, under  Section 2(b)   hereof, the Trustee shall pursue such Claim solely against the Company
and not against the Property or any monies in the Trust Account.


 



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5.          Termination.
This Agreement shall terminate as follows:


 


(a)          If
the Trustee gives written notice to the Company that it desires to resign under this Agreement, the Company shall use its reasonable
efforts to locate a successor trustee. At such time that the Company notifies the Trustee that a successor trustee has been appointed
by the Company and has agreed to become subject to the terms of this Agreement, the Trustee shall transfer the management of the
Trust Account to the successor trustee, including but not limited to the transfer of copies of the reports and statements relating
to the Trust Account, whereupon this Agreement shall terminate;  provided ,  however , that in the
event that the Company does not locate a successor trustee within ninety (90) days of receipt of the resignation notice from
the Trustee, the Trustee may submit an application to have the Property deposited with any court in the State of New York or with
the United States District Court for the Southern District of New York and upon such deposit, the Trustee shall be immune from
any liability whatsoever; or


 


(b)          At
such time that the Trustee has completed the liquidation of the Trust Account and its obligations in accordance with the provisions
of Section 1(i)  hereof (which section may not be amended under any circumstances) and distributed the Property in accordance
with the provisions of the Termination Letter, thereafter this Agreement shall terminate except with respect to  Section 2(b)  .


 


6.          Miscellaneous.


 


(a)          The
Company and the Trustee each acknowledge that the Trustee will follow the security procedures set forth below with respect to funds
transferred from the Trust Account. The Company and the Trustee will each restrict access to confidential information relating
to such security procedures to authorized persons. Each party must notify the other party immediately if it has reason to believe
unauthorized persons may have obtained access to such confidential information, or of any change in its authorized personnel. In
executing funds transfers, the Trustee shall rely upon all information supplied to it by the Company, including, account names,
account numbers, and all other identifying information relating to a Beneficiary, Beneficiary’s bank or intermediary bank.
Except for any liability arising out of the Trustee’s gross negligence, fraud or willful misconduct, the Trustee shall not
be liable for any loss, liability or expense resulting from any error in the information or transmission of the funds.


 


(b)          This
Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving
effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. It
may be executed in several original or facsimile counterparts, each one of which shall constitute an original, and together shall
constitute but one instrument.


 


(c)          This
Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof. AS TO
ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN ANY WAY RELATING TO THIS AGREEMENT, EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY.


 


(d)          This
Agreement or any provision hereof may only be changed, amended or modified by a writing signed by each of the parties hereto; provided,
however, that no such change, amendment or modification may be made to  Section 1(i)   hereof without
the consent of each of the parties hereto and the Consent of the Company’s Shareholders, it being the specific intention
of the parties hereto that each holder of shares of Common Stock (collectively, the “Company Shareholders”)
is, and shall be, a third party beneficiary of this  Section 6(d)   with the same right and power to enforce
this  Section 6(d)   as either of the parties hereto. For purposes of this  Section 6(d) ,
the “Consent of the Company Shareholders” means receipt by the Trustee of a certificate from the inspector
of elections of the shareholder meeting certifying that either (a) the Company Shareholders of record as of a record date
established in accordance with the laws of the Marshall Islands, who hold eighty percent (80%) or more of all then outstanding
shares of Common Stock, have voted in favor of such change, amendment or modification, or (b) the Company Shareholders of record
as of the record date who hold eighty percent (80%) or more of all then outstanding shares of Common Stock, have delivered to such
entity a signed writing approving such change, amendment or modification. Except for any liability arising out of the Trustee’s
gross negligence, fraud or willful misconduct, the Trustee may rely conclusively on the certification from the inspector or elections
referenced above and shall be relieved of all liability to any party for executing the proposes amendment in reliance thereon.


 



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(e)          The
parties hereto consent to the jurisdiction and venue of any state or federal court located in the City of New York, State of New
York, for purposes of resolving any disputes hereunder.


 


(f)          Any
notice, consent or request to be given in connection with any of the terms or provisions of this Agreement shall be in writing
and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery
or by facsimile transmission:


 


if to the Trustee, to:



American Stock Transfer & Trust Company, LLC

6201 15th Avenue

Brooklyn, New York 11219


 


if to the Company, to:



Aquasition Corp.

c/o Seacrest Shipping Co. Ltd.

8 – 10 Paul Street

London EC2A 4JH, England


 


in either case with a copy to:



Lazard Capital Markets LLC

30 Rockefeller Plaza

New York, NY 10020

Attn: [__________]

Fax: [__________]


 


And



Loeb & Loeb LLP

345 Park Avenue

New York, NY 10154

Attn: Mitchell S. Nussbaum, Esq.

Fax: [__________]


 


(g)          Each
of the Trustee and the Company hereby represents that it has the full right and power and has been duly authorized to enter into
this Agreement and to perform its respective obligations as contemplated hereunder. The Trustee acknowledges and agrees that it
shall not make any claims or proceed against the Trust Account, including by way of set-off, and shall not be entitled to any funds
in the Trust Account under any circumstance.


 


(h)          Each
of the Company and the Trustee hereby acknowledge that the Public Shareholders, solely for purposes of Sections 6(c)   and  6(d)
  hereof, are third party beneficiaries of this Agreement.


 


[Signature Page Follows]


 



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IN WITNESS WHEREOF, the parties have
duly executed this Investment Management Trust Agreement as of the date first written above.


 


	 	American Stock Transfer & Trust Company, LLC, as Trustee
	 	 
	 	 	By:	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 
	 	 	Aquasition Corp.
	 	 	 	 
	 	 	By:	 
	 	 	Name:	 
	 	 	Title:	 


 



    	 



    	 



    

 


SCHEDULE A








	Fee Item	 	Time and method of
  payment	 	 	Amount
	Initial acceptance fee.	 	Initial closing of Offering by wire transfer.	 	$	[___]
	 	 	 	 	 	 
	Annual fee.	 	First year, initial closing of Offering by wire transfer; thereafter on the anniversary of the effective date of the Offering by wire transfer or check.	 	$	[___]
	 	 	 	 	 	 
	Transaction processing fee for disbursements to Company under Sections 1(i)  and  1(l).	 	Deduction by Trustee from accumulated income following disbursement made to Company under  Section 1.	 	$	[___]


 



    	 



    	 



    

 


EXHIBIT A


 


[Letterhead of Company]


 


[Insert date]


 


American Stock Transfer & Trust Company, LLC

6201 15th Avenue

Brooklyn, NY 11219


 


		Re:	Trust Account No.      Termination Letter



 


Gentlemen:


 


Pursuant to Section 1(i) of the Investment
Management Trust Agreement between Aquasition Corp. (“  Company  ”) and American
Stock Transfer & Trust Company, LLC (“  Trustee  ”), dated as of                      ,
2012 (“  Trust Agreement  ”), this is to advise you that the Company has entered
into an agreement (“ Business Agreement  ”) with                        (“  Target
Business  ”) to consummate an acquisition transaction with Target Business (“Acquisition Transaction”)
on or about   [insert date]  . The Company shall notify you at least forty-eight (48) hours in
advance of the actual date of the consummation of the Acquisition Transaction (“  Consummation Date  ”).
Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


In accordance with the terms of the Trust
Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account on   [insert date]
 , and to transfer the proceeds into the trust checking account at JP Morgan Chase, N.A. to the effect that, on the Consummation
Date, all of funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company
shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust checking
account at JP Morgan Chase, N.A. awaiting distribution, the Company will not earn any interest or dividends.


 


On the Consummation Date (i) counsel
for the Company shall deliver to you written notification that the Acquisition Transaction is in the process of being consummated
(the “  Notification  ”) and (ii) the Company shall deliver to you a written instruction
signed by the Company and Lazard Capital Markets LLC with respect to the transfer of the funds held in the Trust Account, (“  Instruction
Letter  ”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately
upon your receipt of the Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the
event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will
notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust
Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net of any payments
necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement
shall be terminated.


 


In the event that the Acquisition Transaction
is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original
Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds
held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately
following the Consummation Date as set forth in the notice as soon thereafter as possible.


 


	 	Very truly yours,
	 	 	 
	 	Aquasition Corp.
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


cc: Lazard Capital Markets LLC


 



    	 



    	 



    

 


EXHIBIT B


 


[Letterhead of Company]


 


[Insert date]


 


American Stock Transfer & Trust Company, LLC

6201 15th Avenue

Brooklyn, NY 11219


 


		Re:	Trust Account No.       Termination Letter



 


Gentlemen:


 


Pursuant to Section 1(i) of the Investment
Management Trust Agreement between Aquasition Corp. (“  Company  ”) and American
Stock Transfer & Trust Company, LLC (“  Trustee  ”), dated as of                      ,
2012 (“  Trust Agreement  ”), this is to advise you that the Company has been unable
to effect an acquisition transaction with a Target Company (“  Acquisition Transaction  ”)
within the time frame specified in the Company’s Memorandum and Articles of Association, as described in the Company’s
Prospectus relating to the Offering. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust
Agreement.


 


In accordance with the terms of the Trust
Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account on                        20___
and to transfer the total proceeds into the trust checking account at [_______________________] to await distribution to the remaining
Public Shareholders. The Company has selected the date that is 18 months (or 24 months pursuant to the automatic period extension)
from the closing of the Offering as the record date for the purpose of determining the remaining Public Shareholders entitled to
receive their share of the liquidation proceeds. Upon the distribution of all the funds, net of any payments necessary for reasonable
unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated,
except to the extent otherwise provided in Section 1(i) of the Trust Agreement.


 


	 	Very truly yours,
	 	 	 
	 	Aquasition Corp.
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


cc: Lazard Capital Markets LLC


 



    	 



    	 



    

 


EXHIBIT C


 


[Letterhead of Company]


 


[Insert date]


 


American Stock Transfer & Trust Company, LLC

6201 15th Avenue

Brooklyn, NY 11219


 


		Re:	Trust Account No.



 


Gentlemen:


 


Pursuant to Section 1(j) of the Investment
Management Trust Agreement between Aquasition Corp. (“Company”) and American Stock Transfer & Trust
Company, LLC  (“Trustee”), dated as of                                          ,
2012 (“Trust Agreement “), this is to advise you that the Company hereby requests that you deliver to
the Company $                                          
  of the interest, net of franchise and income taxes payable, earned on the Property as of the date hereof, which does
not exceed, in the aggregate with all such prior disbursements pursuant to Section 1(j), if any, the maximum amount set forth
in  Section 1(j).


 


The Company needs such funds to pay for
the tax obligations as set forth on the attached tax return or tax statement. In accordance with the terms of the Trust Agreement,
you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to
the Company’s operating account at:


 


[WIRE INSTRUCTION INFORMATION]


 


	 	Very truly yours,
	 	 
	 	Aquasition Corp.
	 	 
	 	By:	 
	 	Name:	 	 
	 	Title:	 	 


 


cc: Lazard Capital Markets LLC


 



    	 



    	 



    

 


EXHIBIT D


 


[Letterhead of Company]


 


[Insert date]


 


American Stock Transfer & Trust Company, LLC

6201 15th Avenue

Brooklyn, NY 11219


 


		Re:	Trust Account No.



 


Gentlemen:


 


Pursuant to Section 1(k) of the Investment
Management Trust Agreement between Aquasition Corp. (“Company”) and American Stock Transfer & Trust
Company, LLC  (“Trustee”), dated as of                                          ,
2012 (“Trust Agreement “), this is to advise you that the Company hereby requests that you deliver to
the Company $                                          
  of the interest, net of franchise and income taxes payable, earned on the Property as of the date hereof, which does
not exceed, in the aggregate with all such prior disbursements pursuant to Section 1(k), if any, the maximum amount set forth
in  Section 1(k).


 


The Company needs such funds to cover working
capital requirements. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via
wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at:


 


[WIRE INSTRUCTION INFORMATION]


 


	 	Very truly yours,
	 	 
	 	Aquasition Corp.
	 	 
	 	By:	 
	 	Name:	 	 
	 	Title:	 	 


 


cc: Lazard Capital Markets LLC


 



    	 



    	 



    

 


 


EXHIBIT E


 


[Letterhead of Company]


 


[Insert date]


 


American Stock Transfer & Trust Company, LLC

6201 15th Avenue

Brooklyn, NY 11219


 


		Re:	Trust Account No.



 


Gentlemen:


 


Pursuant to Section 1(l) of the Investment
Management Trust Agreement between Aquasition Corp. (“Company”) and American Stock Transfer & Trust
Company, LLC (“Trustee”), dated as of                                          ,
2012 (“Trust Agreement “), this is to advise you that the Company hereby requests that you deliver to
the Company $                                    ,
which does not exceed, in the aggregate with all such prior disbursements pursuant to Section 1(l), if any, the maximum amount
set forth in  Section 1(l).


 


The Company needs such funds to repurchase
up to 15% of the shares of Common Stock sold in the Offering. In accordance with the terms of the Trust Agreement, you are hereby
directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s
operating account at:


 


[WIRE INSTRUCTION INFORMATION]


 


	 	Very truly yours,
	 	 
	 	Aquasition Corp.
	 	 
	 	By:	 
	 	Name:	 	 
	 	Title:	 	 


 


cc: Lazard Capital Markets LLC