Exhibit 4.5


 


RIGHTS
AGREEMENT


 


This
Rights Agreement (this “Agreement”) is made as of [*], 2021 between Aquaron Acquisition Corp., a Delaware
corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, with offices at 6201 15th
Avenue, Brooklyn, NY 11219 (the “Right Agent”).


 


WHEREAS,
the Company is engaged in a public offering (“Public Offering”) of up to 5,750,000 units (including 750,000 units
which may be issued pursuant to an overallotment option granted to the underwriters of the Public Offering), each unit (the “Units”)
comprised of one share of common stock, $0.0001 par value (“Common Stock”), one right to receive one-twentieth (1/20)
of one share of Common Stock, and one warrant, where each whole warrant entitles the holder to purchase one-half (1/2) of one share of
Common Stock at a price of $11.50 per full share, subject to adjustment as described herein, and, in connection therewith, will issue
and deliver up to 5,750,000 rights (the “Public Rights”) to the public investors in connection with the Public Offering;
and


 


WHEREAS,
simultaneously with the consummation of the Public Offering, the Company will issue and deliver up to an aggregate of 307,500 rights
underlying private units (the “Private Rights”);


 


WHEREAS,
in connection with the Public Offering, the Company will issue and deliver up to 150,000 rights (underlying the unit purchase option)
to the Representative or its designees (“Representative Rights”);


 


WHEREAS,
the Company may issue up to an additional 115,000 Rights, which will be identical to the Private Rights, in consideration of the extension
loans that may be made by Aquaron Investments LLC, the Company’s sponsor, or the Company’s officers, directors or affiliates
(“Extension Loan Rights”);


 


WHEREAS,
the Company may issue up to an additional 60,000 Rights, which will be identical to the Private Rights, in consideration of certain working
capital loans that may be made by Aquaron Investments LLC, the Company’s sponsor, or the Company’s officers, directors or
affiliates (together with the Public Rights, the Private Rights, the Representative Rights, the Extension Loan Rights, and along with
such other rights as the Company issues from time to time hereunder, the “Rights”);


 


WHEREAS,
the Company has filed with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-1,
File No. 333-[*] (“Registration Statement”), for the registration, under the Securities Act of 1933, as amended (“Act”)
of, among other securities, the Public Rights and the Common Stock issuable to the holders of the Public Rights;


 


WHEREAS,
the Company desires the Right Agent to act on behalf of the Company, and the Right Agent is willing to so act, in connection with the
issuance, registration, transfer and exchange of the Rights;


 


WHEREAS,
the Company desires to provide for the form and provisions of the Rights, the terms upon which they shall be issued, and the respective
rights, limitation of rights, and immunities of the Company, the Right Agent, and the holders of the Rights; and


 


WHEREAS,
all acts and things have been done and performed which are necessary to make the Rights, when executed on behalf of the Company and countersigned
by or on behalf of the Right Agent, as provided herein, the valid, binding and legal obligations of the Company, and to authorize the
execution and delivery of this Agreement.


 



     


     


    

 


NOW,
THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:


 


	1.	Appointment
    of Right Agent. The Company hereby appoints the Right Agent to act as agent for the Company for the Rights, and the Right Agent
    hereby accepts such appointment and agrees to perform the same in accordance with the terms and conditions set forth in this Agreement.


 


	2.	Rights.


 


	 	2.1.	Form
    of Right. Each Right shall be issued in registered or book entry form, as requested by the Company or the holder of a Right. Any
    Rights issued in registered form shall be in substantially the form of Exhibit A hereto, the provisions of which
    are incorporated herein and shall be signed by, or bear the facsimile signature of, the Chairman of the Board or Chief Executive
    Officer and Treasurer, Secretary or Assistant Secretary of the Company and shall bear a facsimile of the Company’s seal, if
    any. In the event the person whose facsimile signature has been placed upon any Right shall have ceased to serve in the capacity
    in which such person signed the Right before such Right is issued, it may be issued with the same effect as if he or she had not
    ceased to be such at the date of issuance.


  


	 	2.2.	Effect of Countersignature.
    Unless and until countersigned by the Right Agent pursuant to this Agreement, a registered Right shall be invalid and of no effect
    and may not be exchanged for Common Stock.


 


	 	2.3.	Registration.


 


	 	2.3.1.	Right Register.
    The Right Agent shall maintain books (“Right Register”) for the registration of original issuance and the registration
    of transfer of the Rights. Upon the initial issuance of the Rights, the Right Agent shall issue and register the Rights in the names
    of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Right Agent
    by the Company.


 


	 	2.3.2.	Registered Holder.
    Prior to due presentment for registration of transfer of any Right, the Company and the Right Agent may deem and treat the person
    in whose name such Right shall be registered upon the Right Register (“registered holder”) as the absolute owner
    of such Right and of each Right represented thereby (notwithstanding any notation of ownership or other writing on the Right Certificate
    made by anyone other than the Company or the Right Agent), for the purpose of the exchange thereof, and for all other purposes, and
    neither the Company nor the Right Agent shall be affected by any notice to the contrary.


 


	 	2.4.	Detachability of Rights.
    The securities comprising the Units, including the Rights, will not be separately transferable until the ninetieth (90th)
    day after the date hereof unless the Representative informs the Company and the Right Agent of its decision to allow earlier separate
    trading, but in no event will separate trading of the securities comprising the Units begin until (i) the Company files a Current
    Report on Form 8-K which includes an audited balance sheet reflecting the receipt by the Company of the gross proceeds of the Public
    Offering including the proceeds received by the Company from the exercise of the over-allotment option, if the over-allotment option
    is exercised on the date hereof, and (ii) the Company issues a press release and files a Current Report on Form 8-K announcing when
    such separate trading shall begin.


 


	3.	Terms and Exchange of
    Rights.


 


	 	3.1.	Rights. Each Right
    shall entitle the holder thereof to receive one-twentieth of one share of Common Stock upon the happening of the Exchange Event (described
    below). No additional consideration shall be paid by a holder of Rights in order to receive his, her or its shares of Common Stock
    upon the Exchange Event as the purchase price for such shares of Common Stock has been included in the purchase price for the Units.
    In no event will the Company be required to net cash settle the Rights or issue fractional shares of Common Stock. The provisions
    of this Section 3.1 may not be modified, amended or deleted without the prior written consent of the Representative.


 


	 	3.2.	Exchange Event.
    The Exchange Event shall be the Company’s consummation of an initial Business Combination (as defined in the Company’s
    Amended and Restated Certificate of Incorporation).


 






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	 	3.3.	Exchange of Rights.


 


	 	3.3.1.	Issuance
    of Certificates. As soon as practicable upon the occurrence of the Exchange Event, the Company shall direct holders of the Rights
    to return their Rights Certificates to the Right Agent. If the Company is not the surviving entity in a Business Combination, the
    holder of Rights must affirmatively elect to such conversion. Upon receipt of a valid Rights Certificate, the Right Agent shall issue
    to the registered holder of such Right(s) a certificate or certificates for the number of full shares of Common Stock to which he,
    she or it is entitled, registered in such name or names as may be directed by him, her or it. Notwithstanding the foregoing, or any
    provision contained in this Agreement to the contrary, in no event will the Company be required to net cash settle the Rights. The
    Company shall not issue fractional shares upon exchange of Rights. At the time of the Exchange Event, the Company will instruct the
    Right Agent to round down to the nearest whole share of Common Stock or otherwise inform it how fractional shares will be addressed
    in accordance with Delaware law.


 


	 	3.3.2.	Valid Issuance.
    All shares of Common Stock issued upon an Exchange Event in conformity with this Agreement shall be validly issued, fully paid and
    nonassessable.


 


	 	3.3.3.	Date of Issuance.
    Each person in whose name any such certificate for shares of Common Stock is issued shall for all purposes be deemed to have become
    the holder of record of such shares on the date of the Exchange Event, irrespective of the date of delivery of such certificate.


 


	 	3.3.4.	Company Not Surviving
    Following Exchange Event. If the Exchange Event results in the Company not continuing as a publicly held reporting entity, the
    definitive agreement will provide for the holders of Rights to receive the same per share consideration as the holders of the Common
    Stock will receive in with the Exchange Event, for the number of shares such holder is entitled to pursuant to Section 3.1 above.


 


	 	3.4.	Duration of Rights.
    If an Exchange Event does not occur within the time period set forth in the Company’s Amended and Restated Certificate of Incorporation,
    as the same may be amended from time to time, the Rights shall expire and shall be worthless.


 


	4.	Transfer and Exchange
    of Rights.


 


	 	4.1.	Registration of Transfer.
    The Right Agent shall register the transfer, from time to time, of any outstanding Right upon the Right Register, upon surrender
    of such Right for transfer, properly endorsed with signatures properly guaranteed and accompanied by appropriate instructions for
    transfer. Upon any such transfer, a new Right representing an equal aggregate number of Rights shall be issued and the old Right
    shall be cancelled by the Right Agent.


 


	 	4.2.	Procedure for Surrender
    of Rights. Rights may be surrendered to the Right Agent, together with a written request for exchange or transfer, and thereupon
    the Right Agent shall issue in exchange therefor one or more new Rights as requested by the registered holder of the Rights so surrendered,
    representing an equal aggregate number of Rights; provided, however, that in the event that a Right surrendered for transfer bears
    a restrictive legend, the Right Agent shall not cancel such Right and issue new Rights in exchange therefor until the Right Agent
    has received an opinion of counsel for the Company stating that such transfer may be made and indicating whether the new Rights must
    also bear a restrictive legend.


 


	 	4.3.	Fractional Rights.
    The Right Agent shall not be required to effect any registration of transfer or exchange which will result in the issuance of a Right
    Certificate for a fraction of a Right.


 


	 	4.4.	Service Charges.
    There shall be a reasonable service charge paid to the Right Agent for any exchange or registration of transfer of Rights.


 


	 	4.5.	Right Execution and
    Countersignature. The Right Agent is hereby authorized to countersign and to deliver, in accordance with the terms of this Agreement,
    the Rights required to be issued pursuant to the provisions of this Section 4, and the Company, whenever required by the Right Agent,
    will supply the Right Agent with Rights duly executed on behalf of the Company for such purpose.


 






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	5.	Other Provisions Relating
    to Rights of Holders of Rights.


 


	 	5.1.	No
        Rights as Stockholder. Until exchange of a Right for shares of Common Stock as provided for herein, a Right does not entitle
        the registered holder thereof to any of the rights of a stockholder of the Company, including, without limitation, the right
        to receive dividends, or other distributions, exercise any preemptive rights to vote or to consent or to receive notice as stockholders
        in respect of the meetings of stockholders or the election of directors of the Company or any other matter.

     

	 	5.2.	Lost, Stolen, Mutilated,
    or Destroyed Rights. If any Right is lost, stolen, mutilated, or destroyed, the Company and the Right Agent may on such terms
    as to indemnity or otherwise as they may in their discretion impose (which shall, in the case of a mutilated Right, include the surrender
    thereof), issue a new Right of like denomination, tenor, and date as the Right so lost, stolen, mutilated, or destroyed. Any such
    new Right shall constitute a substitute contractual obligation of the Company, whether or not the allegedly lost, stolen, mutilated,
    or destroyed Right shall be at any time enforceable by anyone.


  


	 	5.3.	Reservation of Common
    Stock. The Company shall at all times reserve and keep available a number of its authorized but unissued shares of Common Stock
    that will be sufficient to permit the exchange of all outstanding Rights issued pursuant to this Agreement.


 


	6.	Concerning the Right
    Agent and Other Matters.


 


	 	6.1.	Payment of Taxes.
    The Company will from time to time promptly pay all taxes and charges that may be imposed upon the Company or the Right Agent in
    respect of the issuance or delivery of shares of Common Stock upon the exchange of Rights, but the Company shall not be obligated
    to pay any transfer taxes in respect of the Rights or such shares.


 


	 	6.2.	Resignation, Consolidation,
    or Merger of Right Agent.


 


	 	6.2.1.	Appointment of Successor
    Right Agent. The Right Agent, or any successor to it hereafter appointed, may resign its duties and be discharged from all further
    duties and liabilities hereunder after giving sixty (60) days’ notice in writing to the Company. If the office of the Right
    Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing a successor Right Agent
    in place of the Right Agent. If the Company shall fail to make such appointment within a period of 30 days after it has been notified
    in writing of such resignation or incapacity by the Right Agent or by the holder of the Right (who shall, with such notice, submit
    his, her or its Right for inspection by the Company), then the holder of any Right may apply to the Supreme Court of the State of
    New York for the County of New York for the appointment of a successor Right Agent at the Company’s cost. Any successor Right
    Agent, whether appointed by the Company or by such court, shall be a corporation organized and existing under the laws of the State
    of New York, in good standing and having its principal office in the Borough of Manhattan, City and State of New York, and authorized
    under such laws to exercise corporate trust powers and subject to supervision or examination by federal or state authority. After
    appointment, any successor Right Agent shall be vested with all the authority, powers, rights, immunities, duties, and obligations
    of its predecessor Right Agent with like effect as if originally named as Right Agent hereunder, without any further act or deed;
    but if for any reason it becomes necessary or appropriate, the predecessor Right Agent shall execute and deliver, at the expense
    of the Company, an instrument transferring to such successor Right Agent all the authority, powers, and rights of such predecessor
    Right Agent hereunder; and upon request of any successor Right Agent the Company shall make, execute, acknowledge, and deliver any
    and all instruments in writing for more fully and effectually vesting in and confirming to such successor Right Agent all such authority,
    powers, rights, immunities, duties, and obligations.


 




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	 	6.2.2.	Notice of Successor
    Right Agent. In the event a successor Right Agent shall be appointed, the Company shall give notice thereof to the predecessor
    Right Agent and the transfer agent for the shares of Common Stock not later than the effective date of any such appointment.


 


	 	6.2.3.	Merger or Consolidation
    of Right Agent. Any corporation into which the Right Agent may be merged or with which it may be consolidated or any corporation
    resulting from any merger or consolidation to which the Right Agent shall be a party shall be the successor Right Agent under this
    Agreement without any further act.


 


	 	6.3.	Fees and Expenses of
    Right Agent.


 


	 	6.3.1.	Remuneration. The
    Company agrees to pay the Right Agent reasonable remuneration for its services as such Right Agent hereunder and will reimburse the
    Right Agent upon demand for all expenditures that the Right Agent may reasonably incur in the execution of its duties hereunder.


 


	 	6.3.2.	Further Assurances.
    The Company agrees to perform, execute, acknowledge, and deliver or cause to be performed, executed, acknowledged, and delivered
    all such further and other acts, instruments, and assurances as may reasonably be required by the Right Agent for the carrying out
    or performing of the provisions of this Agreement.


 


	 	6.4.	Liability of Right Agent.


 


	 	6.4.1.	Reliance on Company
    Statement. Whenever in the performance of its duties under this Agreement, the Right Agent shall deem it necessary or desirable
    that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter
    (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established
    by a statement signed by the Chief Executive Officer or Chief Financial Officer and delivered to the Right Agent. The Right Agent
    may rely upon such statement for any action taken or suffered in good faith by it pursuant to the provisions of this Agreement.


 


	 	6.4.2.	Indemnity. The Right
    Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith. The Company agrees to indemnify
    the Right Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable counsel fees, for
    anything done or omitted by the Right Agent in the execution of this Agreement except as a result of the Right Agent’s gross
    negligence, willful misconduct, or bad faith.


 


	 	6.4.3.	Exclusions. The
    Right Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution
    of any Right (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or
    condition contained in this Agreement or in any Right; nor shall it by any act hereunder be deemed to make any representation or
    warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement or any Right
    or as to whether any shares of Common Stock will, when issued, be valid and fully paid and nonassessable.


 


	 	6.5.	Acceptance of Agency.
    The Right Agent hereby accepts the agency established by this Agreement and agrees to perform the same upon the terms and conditions
    herein set forth.


 


	 	6.6.	Waiver. The Right
    Agent hereby waives any right of set-off or any other right, title, interest or claim of any kind (“Claim”) in, or to
    any distribution of, the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date hereof,
    by and between the Company and the Right Agent as trustee thereunder) and hereby agrees not to seek recourse, reimbursement, payment
    or satisfaction for any Claim against the Trust Account for any reason whatsoever.


 






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	7.	Miscellaneous Provisions.


 


	 	7.1.	Successors. All
    the covenants and provisions of this Agreement by or for the benefit of the Company or the Right Agent shall bind and inure to the
    benefit of their respective successors and assigns.


 


	 	7.2.	Notices. Any notice,
    statement or demand authorized by this Agreement to be given or made by the Right Agent or by the holder of any Right to or on the
    Company shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier
    service within five days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the
    Company with the Right Agent), as follows:


 


	 	Aquaron
        Acquisition Corp.

    515
    Madison Ave. 8th Floor

    New
    York, NY 10022

    Attn:
    Jie Weng



 


	 	Any notice, statement or
    demand authorized by this Agreement to be given or made by the holder of any Right or by the Company to or on the Right Agent shall
    be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service
    within five days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Right
    Agent with the Company), as follows:


  


American
Stock Transfer & Trust Company, LLC


6201
15th Avenue


Brooklyn,
NY 11219


Attn:
Relationship Management


Email:
ReorgWarrants@astfinancial.com


 


and
 


 


Loeb
& Loeb LLP

35 Park Avenue

New York, New York 10154

Attn: Sally Yin, Esq.  


 


and
 


 


Chardan
Capital Markets, LLC


17
State Street, Suite 1600

New York, New York 10004

Attn: Shai Gerson 


 


and
 


 


Reed
Smith LLP

599 Lexington Avenue, 22nd Floor


New
York, New York 10022

Attn: Ari Edelman, Esq.  


 


	 	7.3.	Applicable Law.
    The validity, interpretation, and performance of this Agreement and of the Rights shall be governed in all respects by 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. The Company hereby agrees that any action, proceeding or claim against it arising out of or relating
    in any way to this Agreement shall be brought and enforced in the courts of the State of New York or the United States District Court
    for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company
    hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Any such process
    or summons to be served upon the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt
    requested, postage prepaid, addressed to it at the address set forth in Section 7.2 hereof. Such mailing shall be deemed personal
    service and shall be legal and binding upon the Company in any action, proceeding or claim.


 






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	 	7.4.	Persons Having Rights
    under this Agreement. Nothing in this Agreement expressed and nothing that may be implied from any of the provisions hereof is
    intended, or shall be construed, to confer upon, or give to, any person or corporation other than the parties hereto and the registered
    holders of the Rights and, for the purposes of Sections 3.1, 7.4 and 7.8 hereof, the Representative, any right, remedy, or claim
    under or by reason of this Agreement or of any covenant, condition, stipulation, promise, or agreement hereof. The Representative
    shall be deemed to be a third-party beneficiary of this Agreement with respect to Sections 3.1, 7.4 and 7.8 hereof. All covenants,
    conditions, stipulations, promises, and agreements contained in this Agreement shall be for the sole and exclusive benefit of the
    parties hereto (and the Representative with respect to Sections 3.1, 7.4 and 7.8 hereof) and their successors and assigns and of
    the registered holders of the Rights.


 


	 	7.5.	Examination of this
    Agreement. A copy of this Agreement shall be available at all reasonable times at the office of the Right Agent in the County
    of Nassau County, State of New York, for inspection by the registered holder of any Right. The Right Agent may require any such holder
    to submit his, her or its Right for inspection by it.


  


	 	7.6.	Counterparts. This
    Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all purposes
    be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.


 


	 	7.7.	Effect of Headings.
    The Section headings herein are for convenience only and are not part of this Agreement and shall not affect the interpretation thereof.


 


	 	7.8.	Amendments. This
    Agreement may be amended by the parties hereto without the consent of any registered holder for the purpose of curing any ambiguity,
    or of curing, correcting or supplementing any defective provision contained herein or adding or changing any other provisions with
    respect to matters or questions arising under this Agreement as the parties may deem necessary or desirable and that the parties
    deem shall not adversely affect the interest of the registered holders. All other modifications or amendments shall require the written
    consent or vote of the registered holders of a majority of the then outstanding Rights. The provisions of this Section 7.8 may not
    be modified, amended or deleted without the prior written consent of the Representative.


 


	 	7.9.	Severability. This
    Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the
    validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or
    unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar
    in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.


 


[Signature
Page Follows]


 




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IN
WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the day and year first above written.


 


	 
	AQUARON ACQUISITION CORP.
	 	 
	 	By:	 
	 	 	Name:  	Jie Weng 
	 	 	Title:	Chief Executive Officer
	 	 	 
	 	AMERICAN
STOCK TRANSFER & TRUST COMPANY

	 	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title: 


 


Signature
Page to the Rights Agreement


 




     


     


    

 


EXHIBIT
A


 


Form
of Right


 


 


Exhibit
A