FORM OF PLACEMENT UNIT PURCHASE AGREEMENT


 


THIS PLACEMENT UNIT PURCHASE AGREEMENT,
dated as of [________], 2012 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”),
is entered into by and between [________], a [________] (each a “Founder” and collectively, the “Founders”)
and Aquasition Corp. (the “Company”).


 


WHEREAS, the Company intends to consummate
a public offering (the “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”) at an exercise
price of $11.50 per Share commencing on the later of: (i) one year from the date of the closing of the Public Offering and (ii)
the consummation of an acquisition of an operating business through a merger, share exchange, asset acquisition, plan of arrangement,
recapitalization, reorganization or similar acquisition transaction (an “Acquisition Transaction”); and


 


WHEREAS, the Company intends to sell and
the Founders have agreed to purchase an aggregate of [________] units (the “Placement Units” and together
with the underlying Common Stock and Warrants (the “Placement Warrants”) and the Common Stock issuable
upon exercise of the Placement Warrants, the “Securities”), which are identical to the Units except that
the Placement Warrants may be exercised on a cashless basis under certain circumstances and the Securities subject to certain transfer
restrictions, in a private placement the immediately prior to the consummation of the Public Offering.


 


NOW THEREFORE, in consideration of the mutual
promises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties to this Agreement hereby, intending legally to be bound, agree as follows:


 


AGREEMENT


 


Section
1. Authorization, Purchase and Sale; Terms of the Placement Units.


 


A.           Authorization
of the Placement Units and Other Securities. The Company has duly authorized the issuance and sale of the Placement Units and
the other Securities to the Founders.


 


B.           Purchase
and Sale of the Placement Units. At least one business day prior to the effectiveness of the registration statement relating
to the Public Offering, the Founders shall deliver the Purchase Price (as defined below) by certified bank check or wire transfer
of immediately available funds denominated in United States Dollars either: (i) to Loeb & Loeb (US) LLP, which is hereby
irrevocably authorized to deposit such funds at least one business day prior to the closing of the Public Offering to the trust
account which will be established for the benefit of the Company’s public shareholders, managed pursuant to that certain
Investment Management Trust Agreement to be entered into by and between the Company and American Stock Transfer & Trust Company
and into which substantially all of the proceeds of the IPO will be deposited (the “Trust Account”) or
(ii) directly into the Trust Account. If the Public Offering is not consummated, the Purchase Price shall be returned to the
Founders as soon as practicable by certified bank check or wire transfer of immediately available funds denominated in United States
Dollars. Immediately prior to the consummation of the Public Offering (the “Closing Date”), the Company
shall issue and sell to the Founders, and the Founders shall purchase from the Company, the Placement Units at a price of $[___]
per Placement Unit for an aggregate purchase price of $[________] (the “Purchase Price”). On the Closing
Date, upon receipt by the Trust Account of the Purchase Price, the Company shall deliver a certificate evidencing the Placement
Units duly registered in the Founder’s name to the escrow agent under that certain Securities Escrow Agreement to be entered
into among the Company, American Stock Transfer & Trust Company, the Founders and the other holders to securities of the Company
outstanding prior to the consummation of the Public Offering.


 



    	 



    	 



    

 


C.           Terms
of the Placement Units.


 


(i)          Each
Placement Unit shall consist of one share of Common Stock and one Placement Warrant.


 


(ii)         Each
Placement Warrant shall have the terms set forth in a Warrant Agreement to be entered into by the Company and a warrant agent,
in connection with the Public Offering (a “Warrant Agreement”).


 


(iii)        At
the time of the closing of the Public Offering, the Company and the Founders shall enter into a registration rights agreement (the
“Registration Rights Agreement”) pursuant to which the Company will grant certain registration rights
to the Founders relating to the Securities.


 


Section
2. Representations and Warranties of the Company.


 


As a material inducement to the Founders
to enter into this Agreement and purchase the Placement Units, the Company hereby represents and warrants to the Founders (which
representations and warranties shall survive the Closing Date) that:


 


A.           Organization
and Corporate Power. The Company is a limited life exempted company duly organized and validly existing under the laws of the
Marshall Islands and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected
to have a material adverse effect on the financial condition, operating results or assets of the Company. The Company possesses
all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement and the Warrant
Agreement.


 


B.           Authorization;
No Breach.


 


(i)          The
execution, delivery and performance of this Agreement and the Placement Units and the other Securities have been duly authorized
by the Company. This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its
terms. Upon issuance in accordance with, and payment pursuant to, the terms of this Agreement, the Placement Units and the other
Securities will constitute valid and binding obligations of the Company, enforceable in accordance with their terms.


 


(ii)         Neither
the execution and delivery of this Agreement and the Placement Units and the other Securities by the Company, nor the consummation
or performance by the Company of any of transactions contemplated hereby, will: (a) with or without notice or lapse of time,
constitute, create or result in a breach or violation of, default under, loss of benefit or right under or acceleration of performance
of any obligation required under any law, order, contract or permit to which the Company is a party or by which it is bound or
any of its assets are subject, or any provision of the Company’s organizational documents as in effect on the Closing Date,
(b) result in the imposition of any lien, claim or encumbrance upon any assets owned by the Company; (c) require any
Consent under any contract or organizational document to which the Company is a party or by which it is bound; or (d) require
any Permit under any law or order other than (i) required filings, if any, with the U.S. Securities and Exchange Commission
and (ii) notifications or other filings with state or federal regulatory agencies after the Closing Date that are necessary
or convenient and do not require approval of the agency as a condition to the validity of the transactions contemplated hereunder;
or (e) trigger any rights of first refusal, preferential purchase or similar rights with respect to any of the Placement Units
and the other Securities.


 


C.           Title
to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, the Shares
and Placement Warrants included in the Placement Units, and the Shares issuable upon exercise of the Placement Warrants will be
duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof
and the Warrant Agreement, the Founders will have good title to the Placement Units, the other Securities and the Shares issuable
upon exercise of the Placement Warrants, free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer
restrictions hereunder and under the other agreements contemplated hereby, (ii) transfer restrictions under federal and state
securities laws, (iii) transfer restrictions under that certain Insider Letter to be entered into prior to the date of the
preliminary prospectus related to the Public Offering between the Founders and the Company pursuant to which the Placement Units
and the other Securities shall not be transferable, saleable or assignable until thirty days following the consummation of an Acquisition
Transaction, subject to certain limited exceptions, and (iv) liens, claims or encumbrances imposed due to the actions of the
Founders.


 



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D.           Governmental
Consents. No permit, consent, approval or authorization of, or declaration to or filing with, any governmental authority is
required in connection with the execution, delivery and performance by the Company of this Agreement or the consummation by the
Company of any other transactions contemplated hereby.


 


Section
3. Representations and Warranties of the Founders.


 


As a material inducement to the Company
to enter into this Agreement and issue and sell the Placement Units to the Founders, each Founder hereby represents and warrants
to the Company (which representations and warranties shall survive the Closing Date) that:


 


A.           Organization
and Requisite Authority. [For Entities: the Founder is a [________] duly organized, validly existing and in good standing under
the laws of the [________].] The Founder possesses all requisite power and authority necessary to carry out the transactions contemplated
by this Agreement.


 


B.           Authorization;
No Breach.


 


(i)          This
Agreement constitutes a valid and binding obligation of the Founder, enforceable in accordance with its terms, subject to bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting
creditors’ rights and to general equitable principles (whether considered in a proceeding in equity or law).


 


(ii)         The
execution and delivery by the Founder of this Agreement and the fulfillment of and compliance with the terms hereof by the Founder
does not and shall not as of the Closing Date conflict with or result in a breach of the terms, conditions or provisions of the
organizational documents of the Founder or any other agreement, instrument, order, judgment or decree to which the Founder is subject.


 


C.           Investment
Representations.


 


(i)          The
Founder is acquiring the Securities for its own account, for investment purposes only and not with a view towards, or for resale
in connection with, any public sale or distribution thereof.


 


(ii)         The
Founder is an “accredited investor” as such term is defined in Rule 501(a)(3) of Regulation D.


 


(iii)        The
Founder understands that the Securities are being offered and will be sold to it in reliance on specific exemptions from the registration
requirements of the United States federal and state securities laws and that the Company is relying upon the truth and accuracy
of, and the Founder’s compliance with, the representations and warranties of the Founder set forth herein in order to determine
the availability of such exemptions and the eligibility of the Founder to acquire such Securities.


 


(iv)        The
Founder did not decide to enter into this Agreement as a result of any general solicitation or general advertising within the meaning
of Rule 502(c) under the Securities Act of 1933, as amended (the “Securities Act”).


 


(v)         The
Founder has been furnished with all materials relating to the business, finances and operations of the Company and materials relating
to the offer and sale of the Securities which have been requested by the Founder. The Founder has been afforded the opportunity
to ask questions of the executive officers and directors of the Company. The Founder understands that its investment in the Securities
involves a high degree of risk and it has sought such accounting, legal and tax advice as it has considered necessary to make an
informed investment decision with respect to the acquisition of the Securities.


 



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(vi)        The
Founder understands that no United States federal or state agency or any other government or governmental agency has passed on
or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the Securities
by the Founder nor have such authorities passed upon or endorsed the merits of the offering of the Securities.


 


(vii)       The
Founder understands that: (a) the Securities have not been and are not being registered under the Securities Act or any state
securities laws, and may not be offered for sale, sold, assigned or transferred unless (1) subsequently registered thereunder
or (2) sold in reliance on an exemption therefrom; and (b) except as specifically set forth in the Registration Rights
Agreement, neither the Company nor any other person is under any obligation to register the Securities under the Securities Act
or any state securities laws or to comply with the terms and conditions of any exemption thereunder. In this regard, the Founder
understands that the Securities and Exchange Commission has taken the position that promoters or affiliates of a blank check company
and their transferees, both before and after an Acquisition Transaction, are deemed to be “underwriters” under the
Securities Act when reselling the securities of a blank check company. Based on that position, Rule 144 adopted pursuant to
the Securities Act would not be available for resale transactions of the Securities despite technical compliance with the requirements
of such Rule, and the Securities can be resold only through a registered offering or in reliance upon another exemption from the
registration requirements of the Securities Act.


 


(viii)      The
Founder has such knowledge and experience in financial and business matters, knows of the high degree of risk associated with investments
in the securities of companies in the development stage such as the Company, is capable of evaluating the merits and risks of an
investment in the Securities and is able to bear the economic risk of an investment in the Securities in the amount contemplated
hereunder for an indefinite period of time. The Founder has adequate means of providing for it or his/her current financial needs
and contingencies and will have no current or anticipated future needs for liquidity which would be jeopardized by the investment
in the Securities. The Founder can afford a complete loss of its or his investment in the Securities.


 


Section
4. Conditions of the Founders’ Obligations.


 


The obligation of the Founders to purchase
and pay for the Placement Units is subject to the fulfillment, on or before the Closing Date, of each of the following conditions:


 


A.           Representations
and Warranties. The representations and warranties of the Company contained in Section 2 shall be true and correct at
and as of the Closing Date as though then made.


 


B.           Performance.
The Company shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that
are required to be performed or complied with by it on or before the Closing Date.


 


C.           No
Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted,
entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory
organization having authority over the matters contemplated hereby, which prohibits the consummation of any of the transactions
contemplated by this Agreement or the Warrant Agreement.


 


D.           Warrant
Agreement. The Company shall have entered into the Warrant Agreement described in the registration statement relating to the
Public Offering.


 


Section
5. Conditions of the Company’s Obligations.


 


The obligations of the Company to the Founders
under this Agreement are subject to the fulfillment, on or before the Closing Date, of each of the following conditions:


 



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A.           Representations
and Warranties. The representations and warranties of the Founders contained in Section 3 shall be true and correct at
and as of the Closing Date as though then made.


 


B.           Performance.
The Founders shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that
are required to be performed or complied with by the Founders on or before the Closing Date.


 


C.           No
Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted,
entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory
organization having authority over the matters contemplated hereby, which prohibits the consummation of any of the transactions
contemplated by this Agreement or the Warrant Agreement.


 


D.           Warrant
Agreement. The Company shall have entered into the Warrant Agreement described in the registration statement relating to the
Public Offering.


 


Section
6. Termination.


 


This Agreement may be terminated at any
time after December 31, 2012 upon the election by either the Company and the Founders upon written notice to the other
party if the closing of the Public Offering does not occur prior to such date.


 


Section
7. Survival of Representations and Warranties.


 


All of the representations and warranties
contained herein shall survive the Closing Date.


 


Section
8. Definitions.


 


Terms used but not otherwise defined in
this Agreement shall have the meaning assigned to such terms in the Registration Statement.


 


Section
9. Miscellaneous.


 


A.           Successors
and Assigns. Except as otherwise expressly provided herein, all covenants and agreements contained in this Agreement by or
on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors of the parties hereto whether
so expressed or not. Notwithstanding the foregoing or anything to the contrary herein, the parties may not assign this Agreement,
other than assignments by the Founders to affiliates thereof.


 


B.           Severability.
Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be
ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.


 


C.           Counterparts.
This Agreement may be executed simultaneously in two or more counterparts, none of which need contain the signatures of more than
one party, but all such counterparts taken together shall constitute one and the same agreement.


 


D.           Descriptive
Headings; Interpretation. The descriptive headings of this Agreement are inserted for convenience only and do not constitute
a substantive part of this Agreement. The use of the word “including” in this Agreement shall be by way of example
rather than by limitation.


 


E.           Governing
Law. This Agreement shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall
be construed in accordance with the internal laws of the State of New York.


 



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F.           Amendments.
This letter agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed
by all parties hereto.


 


[SIGNATURE PAGES FOLLOW]


 



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IN WITNESS WHEREOF, the parties hereto
have executed this Agreement.


 


	 	COMPANY:
	 	 
	 	AQUASITION CORP.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	FOUNDERS:
	 	 
	 	[________]
	 	 
	 	By:	 
	 	 
	 	By:	 


 


Placement Unit Purchase Agreement Signature
Page


 



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