Exhibit 10.2


 


INVESTMENT MANAGEMENT TRUST AGREEMENT


 


This Agreement is made as of
[_____], 2022 by and between Aquarius II Acquisition Corp. (the “Company”) and American Stock Transfer & Trust Company,
LLC, as trustee (“Trustee”).


 


WHEREAS, the Company’s
registration statement on Form S-1, No. 333-257956 (“Registration Statement”) for its initial public offering of securities
(“IPO”) has been declared effective as of the date hereof (“Effective Date”) by the Securities and Exchange Commission
(the “SEC”) (capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Registration
Statement); and


 


WHEREAS, EF Hutton, division
of Benchmark Investments, LLC (“EF Hutton”) is acting as the underwriter in the IPO; and


 


WHEREAS, if a Business Combination is not consummated within the initial
9 month period from the date that the registration statement is declared effective by the SEC, the Company’s insiders may extend
such period by nine one-month periods, up to a maximum of 18 months in the aggregate, by depositing $200,000 for each one-month extension
(or $230,000 if the Underwriters’ over-allotment option is exercised in full) into the Trust Account (as defined below) no later
than the 9 month anniversary of the date that the registration statement is declared effective by the SEC, the 15 month anniversary of
the date that the registration statement is declared effective by the SEC, or the 18 month anniversary of the date that the registration
statement is declared effective by the SEC, (each, an “Applicable Deadline”), as applicable, for each one-month extension
(each, an “Extension”), in exchange for which they will receive promissory notes; and


 


WHEREAS, as described in the Registration Statement, and in accordance
with the Company’s Amended and Restated Memorandum and Articles of Association, $60,900,000 of the gross proceeds of the IPO and
the net proceeds of a private placement taking place simultaneously therewith ($70,035,000 if the over-allotment option is exercised in
full), plus any amount eventually deposited on account of any Extension, will be delivered to the Trustee to be deposited and held in
the Trust Account for the benefit of the Company and the holders of the Company’s ordinary shares, $0.0001 par value, issued in
the IPO as hereinafter provided (the proceeds to be delivered to the Trustee, including the proceeds from any loans in connection with
an Extension, if any, will be referred to herein 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”); 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 a segregated trust account (“Trust Account”)
established by the Trustee at Deutsche Bank Trust Company Americas in the United States, maintained by Trustee, and at a brokerage institution
selected by the Trustee that is reasonably 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 instruction of the Company, invest and reinvest the Property (i) in United States government treasury bills, notes or bonds having
a maturity of 180 days or less and/or (ii) in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment
Company Act of 1940, as amended, and that invest solely in U.S. treasuries, as determined by the Company;


 


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


 






     


     


    

 


(e) Notify the Company
and EF Hutton of all communications received by it with respect to any Property requiring action by the Company;


 


(f) Supply any necessary
information or documents as may be requested by the Company in connection with the Company’s preparation of its tax returns;


 


(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; and


 


(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 President, Chief Executive Officer or Chairman of the Board and Secretary or Assistant Secretary and, in the case of a Termination
Letter in a form substantially similar to that attached hereto as Exhibit A, acknowledged and agreed to by EF Hutton, 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; provided, however, that in the event that a Termination Letter has not been received by the Trustee by
the 12-month anniversary of the closing of the IPO (“Closing”) or, in the event that the Company extended the time to complete
the Business Combination for up to 18-months from the closing of the IPO but has not completed the Business Combination within the applicable
monthly anniversary of the Closing, (“Last Date”), the Trust Account shall be liquidated in accordance with the procedures
set forth in the Termination Letter attached as Exhibit B hereto and distributed to the Public Shareholders as of the Last Date.


 


(j) Upon receipt of an
extension letter (“Extension Letter”) substantially similar to Exhibit D hereto at least five business days prior to the Applicable
Deadline, signed on behalf of the Company by an executive officer, and receipt of the dollar amount specified in the Extension Letter
on or prior to the Applicable Deadline, to follow the instructions set forth in the Extension Letter.


 


(k) Not disburse any amounts
from the Trust Account in connection with a Business Combination in the event that the amount per share to be received by the redeeming
Public Shareholders is less than $10.10 per share (plus the amount per share deposited in the Trust Account pursuant to any Extension
Letter).

 


(l) In connection with
a Business Combination, before making disbursements to the Depository Trust Company, the Company or any other person, disburse the per
share amount to redeeming Public Shareholders (other than shares tendered through the Depository Trust Company) that have tendered their
shares directly to the Trustee.


 


(m) Promptly acknowledge
and comply with any irrevocable instruction letter delivered in the form of Exhibit E delivered by the Company in connection with the
disbursement of funds to a Public Shareholder.


 


(n) Promptly acknowledge,
in writing to any redeeming Public Shareholder and the Company, any irrevocable instruction letter in the form of Exhibit F delivered
by such redeeming Public Shareholder after the announcement by the Company of a proposed Business Combination and promptly comply with
any irrevocable written instruction letter in the form of Exhibit F delivered by such Public Shareholder in connection with the disbursement
of funds to such Public Shareholder if the Company has not notified the Trustee in writing during the Objection Period that such irrevocable
written instruction letter is a Non-Compliant Instruction Letter (as defined below).


 


2. Limited Distributions of Income from
Trust Account.


 


(a) 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 C, the Trustee
shall distribute to the Company the amount of interest income earned on the Trust Account requested by the Company to cover any income
or other tax obligation owed by the Company.


 






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(b) The limited distributions
referred to in Section 2(a) above shall be made only from income collected on the Property. Except as provided in Section 2(a), no other
distributions from the Trust Account shall be permitted except in accordance with Section 1(i) hereof.


 


(c) The Company shall provide
EF Hutton with a copy of any Termination Letters and/or any other correspondence that it issues to the Trustee with respect to any proposed
withdrawal from the Trust Account promptly after such issuance.


 


3. 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, Chief Executive Officer, President or Chief
Financial Officer. In addition, except with respect to its duties under paragraphs 1(i), 2(a) and 2(b) above, 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 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 the provisions
of Sections 5 and 7(g) of this Agreement, hold the Trustee harmless and indemnify the Trustee from and against, any and all expenses,
including reasonable counsel fees and disbursements, or loss suffered by the Trustee in connection with any claim, potential claim, 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 income earned from investment of the
Property, except for expenses and losses resulting from the Trustee’s gross negligence 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 paragraph, it shall notify the Company in writing of such claim (hereinafter referred to as
the “Indemnified Claim”); provided, however, that the Trustee’s failure to provide such notice shall not relieve the
Company of its liability hereunder, except to the extent that it is materially prejudiced by such failure. 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 consent shall not be unreasonably withheld or delayed. The Company may participate
in such action with its own counsel;


 


(c) Pay the Trustee an
initial acceptance fee, an annual fee and a transaction processing fee for each disbursement made pursuant to Sections 2(a) and 2(b) as
set forth on Schedule A hereto, 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 and further agreed that any fees owed to the Trustee shall be deducted by the Trustee
from the disbursements made to the Company pursuant to Sections 1(i) solely in connection with the consummation of a Business Combination,
or pursuant to Section 2(b). The Company shall pay the Trustee the initial acceptance fee and first year’s fee at the consummation
of the IPO and thereafter on the anniversary of the Effective Date;


 


(d) In connection with
any vote of the Company’s shareholders regarding a Business Combination, provide to the Trustee an affidavit or certificate of a
firm regularly engaged in the business of soliciting proxies and/or tabulating shareholder votes verifying the vote of the Company’s
shareholders regarding such Business Combination; and


 


(e) In the event that the
Company directs the Trustee to commence liquidation of the Trust Account pursuant to Section 1(i), the Company agrees that it will not
direct the Trustee to make any payments that are not specifically authorized by this Agreement.


 


(f) Upon receiving the written request of a Public Shareholder
to do so at any time after the date hereof, provide such Public Shareholder with a copy of any instruction provided to the Trustee pursuant
to Section 1(i) or Section 1(j) along with any Notification (as defined in Exhibit A), Instruction Letter (as defined in Exhibit A), applicable
flow of funds memorandum (or similar document), or any other notice delivered to the Trustee by the Company regarding the disbursement
of Property from the Trust Account resulting in the Property left in the Trust Account being less than $60,900,000 (or $70,035,000 if
the Underwriters’ over-allotment option is exercised in full) plus any amount eventually deposited on account of any Extension,
which, in each case, shall specify to whom the Property shall be disbursed (such written notice, a “Disbursement Notice” and
the date such Public Shareholder receives a Disbursement Notice, a “Disbursement Notice Date”). Each Disbursement Notice shall
be delivered to such Public Shareholder at least two business days prior to the disbursement of any Property pursuant to Section 1(i)
or Section 1(j) and no Property shall be disbursed from the Trust Account prior to the date that is two business days from the applicable
Disbursement Notice Date.


 






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(g) At the request of any Public Shareholder who has removed shares
from street name and holds such shares either in certificated or book-entry form and, except if such shares are held in book-entry form,
delivered such certificated shares to the Trustee for purposes of redemption in connection with a Business Combination, concurrently with
the delivery of such shares, solely if such shares are certificated. to the Trustee, send an irrevocable written instruction letter in
the form of Exhibit E to the Trustee directing the Trustee to disburse no less than $10.15 per share (plus the amount per share deposited
in the Trust Account pursuant to any Extension Letter) to such Public Shareholder.


 


(h) Following receipt of
a copy of an irrevocable written instruction letter in the form of Exhibit F delivered by a Public Shareholder who has removed shares
from street name and holds such shares either in certificated or book-entry form and, except if such shares are held in book-entry form,
delivered such certificated shares to the Trustee for purposes of redemption in connection with a Business Combination to the Trustee,
review such letter to confirm (i) such letter is in the form of Exhibit F, (ii) a Business Combination has been announced on or prior
to the date of such letter and (iii) the number of ordinary shares set forth on such letter to be redeemed is not greater than the number
of ordinary shares held by the applicable Public Shareholder. Solely if the Company cannot confirm the requirements of clauses (i) through
(iii) of this Section 3(h), but not for any other reason, then within two days of the Company’s receipt of the applicable copy of
the irrevocable written instruction letter in the form of Exhibit F (such time period, the “Objection Period”), the Company
will notify the applicable Public Shareholder and the Trustee in writing that such irrevocable written instruction letter is a “Non-Compliant
Instruction Letter” and that the Trustee shall not comply with such letter.


 


(i). If applicable, the Company
shall issue a press release at least three days prior to the Applicable Deadline announcing that, at least five days prior to the Applicable
Deadline, the Company received notice from the Company’s insiders that the insiders intend to extend the Applicable Deadline;


 


(j). Promptly following
the Applicable Deadline, disclose whether or not the term the Company has to consummate a Business Combination has been extended.


 


4. Limitations of Liability. The Trustee
shall have no responsibility or liability to:


 


(a) Take any action with
respect to the Property, other than as directed in paragraphs 1 and 2 hereof and the Trustee shall have no liability to any party except
for liability arising out of its own gross negligence or willful misconduct;


 


(b) Institute 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) Change the investment
of any Property, other than in compliance with paragraph 1(c);


 


(d) Refund any depreciation
in principal of any Property;


 


(e) Assume 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;


 


(f) The other parties hereto
or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the
exercise of its own best judgment, except for its gross negligence or willful misconduct. 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),
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) which is believed by the Trustee, in good faith, 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;


 






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(g) Verify the correctness
of the information set forth in the Registration Statement or to confirm or assure that any acquisition made by the Company or any other
action taken by it is as contemplated by the Registration Statement;


 


(h) File local, state and/or
federal tax returns or information returns with any taxing authority on behalf of the Trust Account and payee statements with the Company
documenting the taxes, if any, payable by the Company or the Trust Account, relating to the income earned on the Property;


 


(i) Pay any taxes on behalf
of the Trust Account (it being expressly understood that the Property shall not be used to pay any such taxes and that such taxes, if
any, shall be paid by the Company from funds not held in the Trust Account or released to it under Section 2(a) hereof);


 


(j) Imply obligations,
perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this agreement and that which
is expressly set forth herein; and


 


(k) Verify calculations,
qualify or otherwise approve Company requests for distributions pursuant to Section 1(i), 2(a) or 2(b) above.


 


5. 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 now or in the future. In the event
the Trustee has any Claim against the Company under this Agreement, including, without limitation, under Section 3(b) or Section 3(c)
hereof, the Trustee shall pursue such Claim solely against the Company and its assets outside the Trust Account and not against the Property
or any monies in the Trust Account.


 


6. 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 during which time the Trustee shall act in accordance with this Agreement. 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 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 in accordance with the provisions of paragraph 1(i) hereof, and distributed
the Property in accordance with the provisions of the Termination Letter, this Agreement shall terminate except with respect to Paragraph
3(b).


  


7. 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 information, or of any change in its authorized personnel. In executing funds transfers, the Trustee will 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. The Trustee shall not be liable for any loss, liability or expense resulting
from any error in the information or transmission of the wire.


 


(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.


 






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(c) This Agreement contains the entire agreement and understanding
of the parties hereto with respect to the subject matter hereof. Except for Sections 1(i), 1(m), 1(n), 1(o), 1(p), 3(g), 3(h) 7(c) and
7(h) (which may only be amended with the approval of the holders of at least 50% of the ordinary shares sold in the IPO, provided that
all Public Shareholders must be given the right to receive a pro-rata portion of the trust account (no less than $10.15 per share plus
the amount per share deposited in the Trust Account pursuant to any Extension Letter) in connection with any such amendment), 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 without the prior written consent of EF Hutton. As to any claim, cross-claim
or counterclaim in any way relating to this Agreement, each party waives the right to trial by jury. The Trustee may require from Company
counsel an opinion as to the propriety of any proposed amendment.


 


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


 


(e) 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 electronic transmission:


 


if to the Trustee, to:


 


American Stock Transfer &
Trust Company, LLC


6201 15th Avenue


Brooklyn, NY 11219


Attn: Relationship Management


Email: admin12@astfinancial.com


 


if to the Company, to:


 


Aquarius II Acquisition
Corp.


Room 901-903, 9/F,
Harbour Centre


25 Harbour Road


Wan Chai, Hong Kong
SAR


Attn: Yan Zhang


 


in either case with a copy (which
copy shall not constitute notice) to:


 


EF Hutton


division of Benchmark Investments,
LLC


590 Madison Avenue, 39th
Floor


New York, NY 10022


Attn: David Boral


Email: dboral@efhuttongroup.com

 


and


 


Loeb & Loeb LLP

2206-19 Jardine House

1 Connaught Place

Central, Hong Kong SAR


Attn: Lawrence Venick


Email: lvenick@loeb.com


 


and 


 


Hunter Taubman Fischer &
Li LLC


48 Wall Street, Suite 1100


New York, NY 10005


Attn: Lou Taubman, Esq. and
Guillaume de Sampigny, Esq.


Email: ltaubman@htflawyers.com; gdesampigny@htflawyers.com

 


(f) This Agreement may
not be assigned by the Trustee without the prior consent of the Company.


 


(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.


 


(h) Each of the Company
and the Trustee hereby acknowledge that EF Hutton is a third party beneficiary of this Agreement.


 






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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:  	Michael A. Nespoli 
	 	 	Title: 	Executive Director
	 	 
	 	AQUARIUS II ACQUISITION CORP.
	 	 
	 	By:	 
	 	 	Name: 	Yan Zhang
	 	 	Title: 	Chief Executive Officer


 






     


     


    

 


SCHEDULE A


 


	Fee Item	 	Time and method of payment	 	Amount	 
	Initial acceptance fee	 	Initial closing of IPO by wire transfer	 	$	7,500	 
	Annual fee	 	Initial closing of IPO by wire transfer; thereafter on the anniversary of the effective date of the IPO by wire transfer or check	 	$	0	 
	Transaction processing fee for disbursements to Company under Section 2	 	Deduction by Trustee from accumulated income following disbursement made to Company under Section 2	 	$	0	 
	Paying Agent services as required pursuant to section 1(i)	 	Billed to Company upon delivery of service pursuant to section 1(i)	 	 	Prevailing rates	 


 






     


     


    

 


EXHIBIT A


 


[Letterhead of Company]


 


[Insert date]


 


American Stock Transfer & Trust Company, LLC


6201 15th Avenue


Brooklyn, NY 11219


Attn: [*]


 


		Re:	Trust
Account No. [_____________] - Termination Letter


 


Gentlemen:


 


Pursuant to paragraph 1(i) of
the Investment Management Trust Agreement between Aquarius II Acquisition Corp. (“Company”) and American Stock Transfer &
Trust Company, LLC (“Trustee”), dated as of [   ], 2022 (“Trust Agreement”), this is to advise you that the Company
has entered into an agreement with [__________________] (“Target Business”) to consummate a business combination with Target
Business (“Business Combination”) on or about [insert date]. The Company shall notify you at least 48 hours in advance
of the actual date of the consummation of the Business Combination (“Consummation Date”). Capitalized terms used herein and
not otherwise defined 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 the Trust Account investments on [__________] and to transfer the proceeds
to the above-referenced account at Deutsche Bank Trust Company Americas 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 account 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 Business Combination has been consummated, and (ii) the Company
shall deliver to you (a) [an affidavit] [a certificate] of [__________________], which verifies the vote of the Company’s shareholders
in connection with the Business Combination if a vote is held and (b) joint written instructions from the Company and EF Hutton with respect
to the transfer of the funds held in the Trust Account, which must provide for the disbursement of no less than $10.15 per share plus
the amount per share deposited in the Trust Account per Extension Letter to redeeming Public Shareholders (“Instruction Letter”).
You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the counsel’s
letter 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 of the same and the Company
shall direct you as to whether such funds should remain in the Trust Account and distributed after the Consummation Date to the Company.
Upon the distribution of all the funds in the Trust Account pursuant to the terms hereof, the Trust Agreement shall be terminated.

 


In the event that the Business
Combination 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 the Trust Agreement on the business day immediately following the Consummation
Date as set forth in the notice.


 


	 	Very truly yours,
	 	 	 
	 	AQUARIUS II ACQUISITION CORP.
	 	 	 
	 	By:	 
	 	Name:  	Yan Zhang
	 	Title:	Chief Executive Officer
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title: 	Secretary/Assistant Secretary


 


	Acknowledged and Agreed:	 
	 	 	 
	EF Hutton	 



 


	 	 	 
	By:	 	 
	Name:  	 	 
	Title:	 	 


 






     


     


    

 


EXHIBIT B


 


[Letterhead of Company]


 


[Insert date]


 


American Stock Transfer & Trust Company, LLC


6201 15th Avenue


Brooklyn, NY 11219


Attn: [*]


 


		Re:	Trust
Account No. [______________] - Termination Letter


 


Gentlemen:


 


Pursuant to paragraph 1(i) of
the Investment Management Trust Agreement between Aquarius II Acquisition Corp. (“Company”) and American Stock Transfer &
Trust Company, LLC (“Trustee”), dated as of [*], 2022 (“Trust Agreement”), this is to advise you that the Company
has been unable to effect a Business Combination with a Target Company within the time frame specified in the Company’s Amended
and Restated Memorandum and Articles of Association, as described in the Company’s prospectus relating to its IPO. Capitalized terms
used herein and not otherwise defined 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 the Trust Account investments on [______________] and to transfer the
total proceeds to the Trust Operating Account at Deutsche Bank Trust Company Americas to await distribution to the Public Shareholders.
The Company has selected [____________, 20__] as the effective date for the purpose of determining when the Public Shareholders will be
entitled to receive their share of the liquidation proceeds. It is acknowledged that no interest will be earned by the Company on the
liquidation proceeds while on deposit in the Trust Checking Account. You agree to be the Paying Agent of record and in your separate capacity
as Paying Agent, to distribute said funds directly to the Public Shareholders in accordance with the terms of the Trust Agreement and
the Amended and Restated Memorandum and Articles of Association of the Company. Upon the distribution of all the funds in the Trust Account,
your obligations under the Trust Agreement shall be terminated.


 


	 	Very truly yours,
	 	 	 
	 	AQUARIUS II ACQUISITION CORP.
	 	 	 
	 	By:	 
	 	Name:  	Yan Zhang
	 	Title:	Chief Executive Officer
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title: 	Secretary/Assistant Secretary


 


	Acknowledged and Agreed:	 
	 	 	 
	EF Hutton	 
	 	 	 


 


	 	 	 
	By:	 	 
	Name:  	 	 
	Title:	 	 



 






     


     


    

 


EXHIBIT C


 


[Letterhead of Company]


 


[Insert date]


 


American Stock Transfer & Trust Company, LLC


6201 15th Avenue


Brooklyn, NY 11219


Attn: [*]


 


		Re:	Trust
Account No. [___________]


 


Gentlemen:


 


Pursuant to paragraph 2(a) of
the Investment Management Trust Agreement between Aquarius II Acquisition Corp. (“Company”) and American Stock Transfer &
Trust Company, LLC (“Trustee”), dated as of [*], 2022 (“Trust Agreement”), the Company hereby requests that you
deliver to the Company [$_______] of the interest income earned on the Property as of the date hereof. The Company needs such funds to
pay for its tax obligations. 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]


 


	 	AQUARIUS II ACQUISITION CORP.
	 	 	 
	 	By:	 
	 	Name:  	Yan Zhang
	 	Title:	Chief Executive Officer


 


cc: EF Hutton


 






     


     


    

 


EXHIBIT D


 


[Letterhead of Company]


 


[Insert date]


 


American Stock Transfer & Trust Company, LLC


6201 15th Avenue


Brooklyn, NY 11219


Attn: [*]


 


		Re:	Trust
Account No. [______________] Extension Letter


 


Gentlemen:


 


Pursuant to Section 1(l) of the Investment Management Trust Agreement
between Aquarius II Acquisition Corp. (“Company”) and American Stock Transfer & Trust Company, LLC, dated as of [*], 2022
(“Trust Agreement”), this is to advise you that the Company is extending the time available in order to consummate a Business
Combination with the Target Businesses for an additional one (1) month, from _______ to _________ (the “Extension”).


 


This Extension Letter shall serve as the notice
required with respect to Extension prior to the Applicable Deadline. Capitalized words used herein and not otherwise defined shall have
the meanings ascribed to them in the Trust Agreement.


 


In accordance with the terms of the Trust Agreement, we hereby authorize
you to deposit $200,000 (or $230,000 if the underwriters’ over-allotment option was exercised in full, or in any case, $0.03 per
public share), which will be wired to you, into the Trust Account investments upon receipt.


 


This is the ____ of up to nine Extension
Letters.


 


	 	Very truly yours,
	 	 	 
	 	AQUARIUS II ACQUISITION CORP.
	 	 	 
	 	By:	 
	 	Name:  	Yan Zhang
	 	Title:	Chief Executive Officer


 


cc: EF Hutton


 






     


     


    

 


EXHIBIT E


 


[Letterhead of Company]


 


[Insert date]


 


American Stock Transfer & Trust Company, LLC


6201 15th Avenue


Brooklyn, NY 11219


Attn: [*]


 


		Re:	Trust
Account No. [______________] - Irrevocable Instruction in Connection with Business Combination


 


Gentlemen:


 


Pursuant to paragraphs 1(m) and 3(g) of the Investment Management Trust
Agreement between Aquarius II Acquisition Corp. (“Company”) and American Stock Transfer & Trust Company, LLC (“Trustee”),
dated as of [*], 2022 (“Trust Agreement”), this constitutes our irrevocable instruction to you to (i) in conjunction with
the Business Combination (as defined in the Trust Agreement), disburse a per share amount of $______, for a total disbursement of $__________________which
is not less than $10.15 (plus the amount per share deposited in the Trust Account pursuant to any Extension Letter) to ________________
(the “Shareholder”) for the _____________________ ordinary shares of the Company delivered to you prior to or concurrently
herewith for redemption in connection with the Business Combination, and (ii) deliver to the Shareholder the amounts specified in clause
(i) prior to delivering and amounts to the Depository Trust Company, the Company, or any person from whom you have not received an irrevocable
instruction substantially similar to this one. The Shareholder wire instructions are attached. A share advice or DWAC instruction from
our broker is also attached.


 


The Company shall indemnify
you and your officers, directors, principals, partners, agents and representatives, and hold each of them harmless from and against any
and all loss, liability, damage, claim or expense (including the reasonable fees and disbursements of its attorneys) incurred by or asserted
against you or any of them arising out of or in connection with the instructions set forth herein, the performance of your duties hereunder
and otherwise in respect hereof, including the costs and expenses of defending yourself or themselves against any claim or liability hereunder,
except that the Company shall not be liable hereunder as to matters in respect of which it is determined that you have acted with gross
negligence or in bad faith. You shall have no liability to the Company in respect to any action taken or any failure to act in respect
of this if such action was taken or omitted to be taken in good faith, and you shall be entitled to rely in this regard on the advice
of counsel.


 


The Board of Directors of the
Company has approved the foregoing irrevocable instructions and does hereby extend the Company’s irrevocable agreement to indemnify
your firm for all loss, liability or expense in carrying out the authority and direction herein contained on the terms herein set forth.


 


The Shareholder is intended
to be and is a third party beneficiary of this letter and the irrevocable instructions set forth herein, and no amendment or modification
to the instructions set forth herein may be made without the prior written consent of the Shareholder.


 


By signing below, the person
executing this letter certifies that they are duly authorized to execute this letter on behalf of the Company and to bind the Company
to all of the terms and conditions contained herein.


 


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	 	Very truly yours,
	 	 	 
	 	AQUARIUS II ACQUISITION CORP.
	 	 	 
	 	By:	 
	 	Name:  	Yan Zhang
	 	Title: 	Chief Executive Officer


 


	Acknowledged and Agreed:	 
	 	 
	AMERICAN STOCK TRANSFER & 

TRUST COMPANY, LLC, as Trustee	 
	 	 
	 	 
	Name: 	 	 
	Title:	 	 


 


Cc: [SHAREHOLDER].


 


Attachments: 


 


Shareholder Wire Instructions


Share advice or instruction


 






     


     


    

 


EXHIBIT F


 


[Insert date]


 


American Stock Transfer & Trust Company, LLC


6201 15th Avenue


Brooklyn, NY 11219


Attn: [*]


 


		Re:	Trust
Account No. [______________] - Irrevocable Instruction in Connection with Business Combination


 


Gentlemen:


 


Pursuant to paragraphs 1(n) and 3(h) of the Investment Management Trust
Agreement between Aquarius II Acquisition Corp. (“Company”) and American Stock Transfer & Trust Company, LLC (“Trustee”),
dated as of [*], 2022 (“Trust Agreement”), this constitutes our irrevocable instruction to you to (i) in conjunction with
the Business Combination (as defined in the Trust Agreement), disburse a per share amount of $______, for a total disbursement of $_________________which
is not less than $10.15 (plus the amount per share deposited in the Trust Account pursuant to any Extension Letter) per share to ________________
(the “Shareholder”) for the _____________________ ordinary shares of the Company delivered to you prior to or concurrently
herewith for redemption in connection with the Business Combination, and (ii) deliver to the Shareholder the amounts specified in clause
(i) prior to delivering and amounts to the Depository Trust Company, the Company, or any person from whom you have not received an irrevocable
instruction substantially similar to this one. Our wire instructions are attached. We understand that a servicing fee of $[250.00] will
deducted from our payment. A share advice or DWAC instruction from our broker is attached.


 


The Company shall indemnify
you and your officers, directors, principals, partners, agents and representatives, and hold each of them harmless from and against any
and all loss, liability, damage, claim or expense (including the reasonable fees and disbursements of its attorneys) incurred by or asserted
against you or any of them arising out of or in connection with the instructions set forth herein, the performance of your duties hereunder
and otherwise in respect hereof, including the costs and expenses of defending yourself or themselves against any claim or liability hereunder,
except that the Company shall not be liable hereunder as to matters in respect of which it is determined that you have acted with gross
negligence or in bad faith. You shall have no liability to the Company in respect to any action taken or any failure to act in respect
of this if such action was taken or omitted to be taken in good faith, and you shall be entitled to rely in this regard on the advice
of counsel.


 


The Board of Directors of the
Company does hereby extend the Company’s irrevocable agreement to indemnify your firm for all loss, liability or expense in carrying
out the authority and direction herein contained on the terms herein set forth.


 


No amendment or modification
to the instructions set forth herein may be made without the prior written consent of the Shareholder.


 


By signing below, the person
executing this letter certifies that they are duly authorized to execute this letter on behalf of the Shareholder and to bind the Shareholder
to all of the terms and conditions contained herein.


 


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	 	Very truly yours,
	 	 	 
	 	[SHAREHOLDER]
	 	 
	 	By: 	                   
	 	Name:	 
	 	Title: 	 


 


Acknowledged and Agreed:


 


	AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Trustee	 
	 	 
	Name: 	[*]	 
	Title:	[*]	 


 


	Cc:   	Aquarius II Acquisition Corp.	 
	 	Room 901-903, 9/F, Harbour Centre	 
	 	25 Harbour Road	 
	 	Wan Chai, Hong Kong SAR	 
	 	Attn: Yan Zhang, Chief Executive Officer 	 



 


Attachments:


 


Shareholder Wire Instructions


Share advice or instruction