WARRANT AGREEMENT


 


AQUASITION CORP.


 


and


 


AMERICAN STOCK TRANSFER & TRUST COMPANY,
as Warrant Agent


 


WARRANT AGREEMENT


 


Dated as of [____________], 2012


 


THIS WARRANT AGREEMENT (this “Agreement”),
dated as of [___________], 2012, is by and between Aquasition Corp., a Marshall Islands company (the “Company”),
and American Stock Transfer & Trust Company, a New York corporation, as Warrant Agent (the “Warrant Agent”).


 


WHEREAS, the Company is engaged in an initial
public offering (the “Offering”) of units of the Company’s equity securities, each such unit comprised
of one share of Common Stock (as defined below) and one Offering Warrant (as defined below) (the “Units”)
and, in connection therewith, has determined to issue and deliver up to [_________] warrants to public investors in the Offering
(the “Offering Warrants”), each such Warrant evidencing the right of the holder thereof to purchase one
share of common stock of the Company, par value $0.0001 per share (the “Common Stock”), for $11.50 per
share, subject to adjustment as described herein; and


 


WHEREAS, the Company has entered into that
certain Placement Unit Purchase Agreement, dated as of [_________], 2012 (the “Placement Unit Purchase Agreement
“), with [________] (the “Founders”) pursuant to which the Founders will purchase an
aggregate of [_______] units (the “Placement Units”), which are identical to the Units except that the
warrants included in the Placement Units (the “Placement Warrants” and, together with the Offering Warrants,
the “Warrants”) may be exercised on a cashless basis as set forth herein, and the Placement Units and
underlying securities are subject to certain transfer restrictions, at a purchase price of $[___] per Placement Unit, to be sold
to the Founders simultaneously with the closing of the Offering; and


 


WHEREAS, the Company has filed with the
Securities and Exchange Commission (the “Commission”) a registration statement on Form F-1, No. 333-180571
(the “Registration Statement “) and prospectus (the “Prospectus”), for the
registration, under the Securities Act of 1933, as amended (the “Securities Act”), of the Units,
the Offering Warrants and the shares of Common Stock included in the Units; and


 


WHEREAS, the Company desires the Warrant
Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration,
transfer, exchange, redemption and exercise of the Warrants; and


 


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


 


WHEREAS, all acts and things have been done
and performed which are necessary to make the Warrants, when executed on behalf of the Company and countersigned by or on behalf
of the Warrant 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 Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company for the
Warrants, and the Warrant Agent hereby accepts such appointment and agrees to perform the same in accordance with the terms and
conditions set forth in this Agreement.



 


		2.	Warrants.



 


		2.1	Form of Warrant. Each Offering Warrant shall be issued in registered form only and shall be in substantially the form
of Exhibit A hereto, the provisions of which are incorporated herein, and each Placement Warrant shall be issued in registered
form only and shall be in substantially the form of Exhibit B hereto, the provisions of which are incorporated herein. Each
Warrant shall be signed by, or bear the facsimile signature of, the Chairman of the Board, President, Chief Executive Officer,
Secretary or other principal officer of the Company. In the event the person whose facsimile signature has been placed upon any
Warrant shall have ceased to serve in the capacity in which such person signed the Warrant before such Warrant 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 Warrant Agent pursuant to this Agreement, a Warrant
shall be invalid and of no effect and may not be exercised by the holder thereof.



 


		2.3	Registration.



 


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



 


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



 


		2.4	Detachability of Warrants. The shares of Common Stock and Offering Warrants comprising the Units shall begin separate
trading on the earliest to occur of the ninetieth (90th) day following the date of the Prospectus or the announcement
by Lazard Capital Markets LLC of its decision to allow earlier trading. Notwithstanding the foregoing, in no event shall the Common
Stock and the Offering Warrants comprising the Units be separately traded until (A) the Company has filed a report of foreign
private issuer on Form 6-K with the Commission containing an audited balance sheet reflecting the receipt by the Company of the
gross proceeds of the Offering, including the proceeds received by the Company from the exercise by the underwriters of their Over-allotment
Option, if the Over-allotment Option is exercised prior to the filing of the Form 6-K and (y) the Company issues a press release
and files with the Commission a report of foreign private issuer on Form 6-K announcing when such separate trading shall begin.
The shares of Common Stock and Placement Warrants comprising the Placement Units may be separately traded at any time following
the Offering, subject to the transfer restrictions in this Agreement.



 



    	2



    	 



    

 


		2.5	Warrant Attributes.



 


		2.5.1	Placement Warrants. The Placement Warrants shall be identical to the Offering Warrants, except that so long as they
are held by a Founder or any of their Permitted Transferees (as defined below) the Placement Warrants: (i) may be exercised
for cash or on a cashless basis, pursuant to  subsection 3.3.1(b)   hereof, (ii) may not be transferred,
assigned or sold until thirty (30) days after the completion by the Company of an initial Acquisition Transaction (as defined below),
and (iii) shall not be redeemable by the Company; provided, however, that in the case of (ii), the Placement Warrants
and any shares of Common Stock held by a Founder and issued upon exercise of the Placement Warrants may be transferred by a Founder:
(a) to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or
directors or any affiliate of a  Founder or to any limited partner(s) of a Founder; (b)  by gift to a member of
a Founder’s immediate family or to a trust, the beneficiary of which is a member of a Founder’s immediate family, an
affiliate of a Founder or to a charitable organization; (c)  by virtue of the laws of descent and distribution upon death
of a Founder; (d)  pursuant to a qualified domestic relations order; (e) with respect to limited liability companies
and partnerships to their respective members or partners; (f) by certain pledges to secure obligations incurred in connection
with purchases of the Company’s securities; (g) by private sales made at or prior to the consummation of the Company’s
initial Acquisition Transaction at prices no greater than the price at which the shares were originally purchased; provided, however,
that, in each case, these transferees (the “Permitted Transferees”) enter into a written agreement
with the Company agreeing to be bound by the transfer restrictions in this Agreement.



 


		3.	Terms and Exercise of Warrants.



 


		3.1	Warrant Price. Each Warrant shall, when countersigned by the Warrant Agent, entitle the Registered Holder thereof, subject
to the provisions of such Warrant and of this Warrant Agreement, to purchase from the Company the number of Shares of Common Stock
stated therein, at the price of $11.50 per share, subject to the adjustments provided in  Section 4 hereof and in
the last sentence of this  Section 3.1 . The term “Warrant Price” as used in this Warrant
Agreement shall mean the price per share at which Shares of Common Stock may be purchased at the time a Warrant is exercised. The
Company in its sole discretion may lower the Warrant Price at any time prior to the Expiration Date (as defined below) for a period
of not less than twenty (20) Business Days, provided, that the Company shall provide at least twenty (20) days prior
written notice of such reduction to Registered Holders of the Warrants and, provided further that any such reduction shall be identical
among all of the Warrants.



 


		3.2	Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”)
commencing on the later of: (i) the date on which the Company completes a merger, capital stock exchange, asset acquisition,
stock purchase, reorganization or similar acquisition transaction, involving the Company and one or more businesses (a “Acquisition
Transaction”), or (ii) the date that is twelve (12) months from the date of the Prospectus, and terminating
at 5:00 p.m., New York City time on the earlier to occur of: (x) the date that is five (5) years after the date of the
Prospectus, (y) the liquidation of the Company, or (z) other than with respect to the Placement Warrants, the Redemption
Date (as defined below) as provided in  Section 8  hereof (the “Expiration Date”);
provided,  however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions,
as set forth in subsection 3.3.2 below with respect to an effective registration statement. Except with respect to the right to
receive the Redemption Price (other than with respect to a Placement Warrant) in the event of a redemption (as set forth in Section 8
hereof), each Warrant (other than a Placement Warrant in the event of a redemption) not exercised on or before the Expiration Date
shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m. New
York City time on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the
Expiration Date; provided, that the Company shall provide at least twenty (20) days prior written notice of any such extension
to Registered Holders of the Warrants and, provided further that any such extension shall be identical in duration among all the
Warrants.



 



    	3



    	 



    

 


		3.3	Exercise of Warrants.



 


		3.3.1	Payment. Subject to the provisions of the Warrant and this Warrant Agreement, a Warrant, when countersigned by the Warrant
Agent, may be exercised by the Registered Holder thereof by surrendering it, at the office of the Warrant Agent, or at the office
of its successor as Warrant Agent, in the Borough of Manhattan, City and State of New York, with the subscription form, as set
forth in the Warrant, duly executed, and by paying in full the Warrant Price for each full share of Common Stock as to which the
Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant
for the Shares of Common Stock and the issuance of such Shares of Common Stock, as follows:



 


(a)          in
lawful money of the United States, in good certified check or good bank draft payable to the order of the Company;


 


(b)          with
respect to any Placement Warrant, so long as such Placement Warrant is held by a Founder or its Permitted Transferees, by surrendering
the Warrants for that number of Shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number
of Shares of Common Stock underlying the Warrants, multiplied by the difference between the Warrant Price and the “Fair Market
Value”, as defined in this  subsection 3.3.1(b), by (y) the Fair Market Value. Solely for purposes of this  subsection
3.3.1(b) , the “Fair Market Value” shall mean the average last sale price of the Shares of Common Stock for the
ten (10) trading days ending on the third trading day prior to the date on which notice of exercise of the Warrant is sent
to the Warrant Agent; or


 


		3.3.2	Issuance of Common Stock on Exercise. As soon as practicable after the exercise of any Warrant and the clearance of
the funds in payment of the Warrant Price (if payment is pursuant to  subsection 3.3.1(a)), the Company shall issue to
the Registered Holder of such Warrant 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, and if such Warrant shall not have
been exercised in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised.
Notwithstanding the foregoing, the Company shall not be obligated to deliver any shares of Common Stock pursuant to the exercise
of a Warrant and shall have no obligation to settle such Warrant exercise unless a registration statement under the Securities
Act with respect to the Common Stock underlying the Offering Warrants is then effective and a prospectus relating thereto is current,
subject to the Company’s satisfying its obligations under  Section 6.4. No Warrant shall be exercisable and
the Company shall not be obligated to issue shares of Common Stock upon exercise of a Warrant unless the shares of Common Stock
issuable upon such Warrant exercise have been registered, qualified or deemed to be exempt under the securities laws of the state
of residence of the Registered Holder of the Warrants. In the event that the conditions in the two immediately preceding sentences
are not satisfied with respect to a Warrant, the holder of such Warrant shall not be entitled to exercise such Warrant and such
Warrant may have no value and expire worthless. In no event shall the Company be required to net cash settle any Warrant. In the
event that a registration statement is not effective for the exercised Offering Warrants, the purchaser of a Unit containing such
Offering Warrant shall have paid the full purchase price for the Unit solely for the shares of Common Stock underlying such Unit.



 


		3.3.3	Valid Issuance. All issued or issuable upon the proper exercise of a Warrant in conformity with this Agreement shall
be validly issued, fully paid and nonassessable.



 



    	4



    	 



    

 


		3.3.4	Date of Issuance. Each person in whose name any certificate for the Common Stock is issued shall for all purposes be
deemed to have become the holder of record of such Common Stock on the date on which the Warrant was surrendered and payment of
the Warrant Price was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender
and payment is a date when the share transfer books of the Company are closed, such person shall be deemed to have become the holder
of such shares at the close of business on the next succeeding date on which the share transfer books are open.



 


		4.	Adjustments.



 


		4.1	Stock Dividends.



 


		4.1.1	Split-Ups. If after the date hereof, and subject to the provisions of Section 4.6 below, the number of outstanding
shares of Common Stock is increased by a stock dividend payable in Common Stock, or by a split-up of Common Stock or other similar
event, then, on the effective date of such stock dividend, split-up or similar event, the number of shares of Common Stock issuable
on exercise of each Warrant shall be increased in proportion to such increase in the outstanding shares of Common Stock. A rights
offering to holders of Common Stock entitling holders to purchase shares of Common Stock at a price less than the “Fair Market
Value” (as defined below) shall be deemed a stock dividend of a number of shares of Common Stock equal to the product of
(i) the number of shares of Common Stock actually sold in such rights offering (or issuable under any other equity securities
sold in such rights offering that are convertible into or exercisable for shares of Common Stock) multiplied by (ii) the quotient
of (x) the price per share of Common Stock paid in such rights offering divided by (y) the Fair Market Value. For purposes
of this  subsection 4.1.1, (i) if the rights offering is for securities convertible into or exercisable for Common
Stock, in determining the price payable for the Common Stock, there shall be taken into account any consideration received for
such rights, as well as any additional amount payable upon exercise or conversion and (ii) “Fair Market Value” means
the volume weighted average price of the Common Stock as reported during the ten (10) trading day period ending on the trading
day prior to the first date on which the Common Stock trades on the applicable exchange or in the applicable market, regular way,
without the right to receive such rights.



 


		4.1.2	Extraordinary Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend
or make a distribution in cash, securities or other assets to the holders of shares of Common Stock on account of such Common Stock
(or other shares of the Company’s capital stock into which the Warrants are convertible), other than (a) as described
in  subsection 4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the redemption rights
of the holders of the shares of Common Stock in connection with a proposed initial Acquisition Transaction, (d) as a result
of the repurchase of Common Stock by the Company if a proposed initial Acquisition Transaction is presented to the stockholders
of the Company for approval or (e) in connection with the Company’s liquidation and the distribution of its assets upon
its failure to consummate an Acquisition Transaction (any such non- excluded event being referred to herein as an “Extraordinary
Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary
Dividend, by the amount of cash and/or the fair market value (as determined by the Board, in good faith) of any securities or other
assets paid on each share of Common Stock in respect of such Extraordinary Dividend. For purposes of this  subsection
4.1.2, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on
a per share of Common Stock basis, with the per share amounts of all other cash dividends and cash distributions paid on the Common
Stock during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately
reflect any of the events referred to in other subsections of this Section 4   and excluding cash dividends or cash
distributions that resulted in an adjustment to the Warrant Price or to the number of shares of Common Stock issuable on exercise
of each Warrant) does not exceed $0.50 (being 5% of the offering price of the Units in the Company’s Offering).



 



    	5



    	 



    

 


		4.2	Aggregation of Shares. If after the date hereof, and subject to the provisions of Section 4.6 hereof, the number
of outstanding shares of Common Stock is decreased by a consolidation, combination, reverse stock split or reclassification of
Common Stock or other similar event, then, on the effective date of such consolidation, combination, reverse stock split, reclassification
or similar event, the number of shares of Common Stock issuable on exercise of each Warrant shall be decreased in proportion to
such decrease in outstanding shares of Common Stock.



 


		4.3	Adjustments in Exercise Price. Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants
is adjusted, as provided in  subsection 4.1.1 or 4.2 above, the Warrant Price shall be adjusted (to the nearest cent)
by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the
number of shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the
denominator of which shall be the number of shares of Common Stock so purchasable immediately thereafter.



 


		4.4	Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding
shares of Common Stock (other than a change under  subsections 4.1.1 or 4.1.2 or Section 4.2 hereof or that solely
affects the par value of such shares of Common Stock), or in the case of any merger or consolidation of the Company with or into
another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not
result in any reclassification or reorganization of the outstanding shares of the Common Stock), or in the case of any sale or
conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an
entirety in connection with which the Company is dissolved, the holders of the Warrants shall thereafter have the right to purchase
and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of the Common
Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the
kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization,
merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the Warrants would have
received if such holder had exercised his, her or its Warrant(s) immediately prior to such event (the “Alternative
Issuance”);  provided, however, that (i) if the holders of the shares of Common Stock were entitled
to exercise a right of election as to the kind or amount of securities, cash or other assets receivable upon such consolidation
or merger, then the kind and amount of securities, cash or other assets constituting the Alternative Issuance for which each Warrant
shall become exercisable shall be deemed to be the weighted average of the kind and amount received per share by the holders of
Common Stock in such consolidation or merger that affirmatively make such election, and (ii) if a tender, exchange or redemption
offer shall have been made to and accepted by the holders of Common Stock (other than a tender, exchange or redemption offer made
by the Company in connection with redemption rights held by stockholders of the Company as provided for in the Company’s amended
and restated memorandum and articles of association or as a result of the repurchase of Common Stock by the Company if
a proposed initial Acquisition Transaction is presented to the stockholders of the Company for approval) under circumstances in
which, upon completion of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning
of Rule 13d-5(b)(1) under the Exchange Act) of which such maker is a part, and together with any affiliate or associate of
such maker (within the meaning of Rule 12b-2 under the Exchange Act) and any members of any such group of which any such affiliate
or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act) more than 50% of the outstanding
shares of Common Stock, the holder of a Warrant shall be entitled to receive as the Alternative Issuance, the highest amount of
cash, securities or other property to which such holder would actually have been entitled as a stockholder if such Warrant holder
had exercised the Warrant prior to the expiration of such tender or exchange offer, accepted such offer and all of the shares of
Common Stock held by such holder had been purchased pursuant to such tender or exchange offer, subject to adjustments (from and
after the consummation of such tender or exchange offer) as nearly equivalent as possible to the adjustments provided for in this  Section 4  ;  provided
further, however , that if more than 30% of the consideration receivable by the holders of Common Stock in the applicable
event is payable in the form of capital stock in the successor entity that is not listed for trading on a national securities exchange
or on the OTC Bulletin Board, or is not to be so listed for trading immediately following such event, then the Warrant Price shall
be reduced by an amount (in dollars) equal to the quotient of (x) $17.50 (subject to adjustment in accordance with  Section 8.1  hereof)
minus the Per Share Consideration (as defined below) (but in no event, less than zero), and (y): if the applicable event is announced
on or prior to the third anniversary of the closing date of the initial Acquisition Transaction, 2; if the applicable event is
announced after the third anniversary of the closing date of the initial Acquisition Transaction and on or prior to the fourth
anniversary of the closing date of the initial Acquisition Transaction, 2.5; if the applicable event is announced after the fourth
anniversary of the closing date of the initial Acquisition Transaction and on or prior to the Expiration Date, 3. “Per
Share Consideration” means (i) if the consideration paid to holders of Common Stock consists exclusively of
cash, the amount of such cash per share of Common Stock, and (ii) in all other cases, the volume weighted average price of
the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the effective date
of the applicable event. If any reclassification or reorganization also results in a change in the Common Stock covered by subsection
4.1.1, then such adjustment shall be made pursuant to  subsection 4.1.1 or Sections 4.2,  4.3 and this
Section 4.4. The provisions of this  Section 4.4 shall similarly apply to successive reclassifications, reorganizations,
mergers or consolidations, sales or other transfers.



 



    	6



    	 



    

 


		4.5	Notices of Changes in Warrant. Upon every adjustment of the Warrant Price or the number of shares issuable upon exercise
of a Warrant, the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Warrant Price resulting
from such adjustment and the increase or decrease, if any, in the number of shares purchasable at such price upon the exercise
of a Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based.
Upon the occurrence of any event specified in  Sections 4.1, 4.2, 4.3 or 4.4, the Company shall give written notice
of the occurrence of such event to each holder of a Warrant, at the last address set forth for such holder in the Warrant Register,
of the record date or the effective date of the event. Failure to give such notice, or any defect therein, shall not affect the
legality or validity of such event.



 


		4.6	No Fractional Shares. Notwithstanding any provision contained in this Warrant Agreement to the contrary, the Company
shall not issue fractional shares upon exercise of Warrants. If, by reason of any adjustment made pursuant to this  Section 4 ,
the holder of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share, the
Company shall, upon such exercise, round to the nearest whole number, the number of the shares of Common Stock to be issued to
such holder.



 


		4.7	Form of Warrant. The form of Warrant need not be changed because of any adjustment pursuant to this Section 4,
and Warrants issued after such adjustment may state the same Warrant Price and the same number of shares as is stated in the Warrants
initially issued pursuant to this Agreement;  provided,  however, that the Company may at any time in its sole
discretion make any change in the form of Warrant that the Company may deem appropriate and that does not affect the substance
thereof, and any Warrant thereafter issued or countersigned, whether in exchange or substitution for an outstanding Warrant or
otherwise, may be in the form as so changed.



 


		4.8	Other Events. In case any event shall occur affecting the Company as to which none of the provisions of preceding subsections
of this Section 4 are strictly applicable, but which would require an adjustment to the terms of the Warrants in order
to (i) avoid an adverse impact on the Warrants and (ii) effectuate the intent and purpose of this Section 4, then,
in each such case, the Company shall appoint a firm of independent public accountants, investment banking or other appraisal firm
of recognized national standing, which shall give its opinion as to whether or not any adjustment to the rights represented by
the Warrants is necessary to effectuate the intent and purpose of this  Section 4 and, if they determine that an
adjustment is necessary, the terms of such adjustment. The Company shall adjust the terms of the Warrants in a manner that is consistent
with any adjustment recommended in such opinion.



 



    	7



    	 



    

 


		5.	Transfer and Exchange of Warrants.



 


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



 


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



 


		5.3	Fractional Warrants. The Warrant Agent shall not be required to effect any registration of transfer or exchange which
shall result in the issuance of a warrant certificate for a fraction of a warrant.



 


		5.4	Service Charges. No service charge shall be made for any exchange or registration of transfer of Warrants.



 


		5.5	Warrant Execution and Countersignature. The Warrant Agent is hereby authorized to countersign and to deliver, in accordance
with the terms of this Agreement, the Warrants required to be issued pursuant to the provisions of this Section 5, and the
Company, whenever required by the Warrant Agent, shall supply the Warrant Agent with Warrants duly executed on behalf of the Company
for such purpose.



 


		5.6	Transfer of Warrants. Prior to the Detachment Date, the Offering Warrants may be transferred or exchanged only together
with the Unit in which such Warrant is included, and only for the purpose of effecting, or in conjunction with, a transfer or exchange
of such Unit. Furthermore, each transfer of a Unit on the register relating to such Units shall operate also to transfer the Warrants
included in such Unit. Notwithstanding the foregoing, the provisions of this Section 5.6 shall have no effect on any transfer
of Warrants on and after the Detachment Date.



 


		6.	Other Provisions Relating to Rights of Holders of Warrants.



 


		6.1	No Rights as Stockholder. A Warrant 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.



 


		6.2	Lost, Stolen, Mutilated, or Destroyed Warrants. If any Warrant is lost, stolen, mutilated, or destroyed, the Company
and the Warrant 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 Warrant, include the surrender thereof), issue a new Warrant of like denomination, tenor, and date as the Warrant
so lost, stolen, mutilated, or destroyed. Any such new Warrant shall constitute a substitute contractual obligation of the Company,
whether or not the allegedly lost, stolen, mutilated, or destroyed Warrant shall be at any time enforceable by anyone.



 



    	8



    	 



    

 


		6.3	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 shall be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant
to this Agreement.



 


		6.4	Registration of Common Stock. The Company agrees that as soon as practicable, but in no event later than fifteen (15) Business
Days after the closing of its initial Acquisition Transaction, it shall use its best efforts to file with the Commission a post-effective
amendment to the Registration Statement, or a new registration statement, for the registration, under the Securities Act, of the
shares of Common Stock issuable upon exercise of the Warrants, and it shall use its best efforts to take such action as is necessary
to qualify for sale, in those states in which the Warrants were initially offered by the Company, the shares of Common Stock issuable
upon exercise of the Warrants. The Company shall use its best efforts to cause the same to become effective and to maintain the
effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Warrants in
accordance with the provisions of this Agreement.  In addition, the Company agrees to use its best efforts to register
such securities under the blue sky laws of the states of residence of the exercising warrant holders to the extent an exemption
is not available, subject to the proviso above.  



 


		7.	Concerning the Warrant Agent and Other Matters.



 


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



 


		7.2	Resignation, Consolidation, or Merger of Warrant Agent.



 


		7.2.1	Appointment of Successor Warrant Agent. The Warrant 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 Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company
shall appoint in writing a successor Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment
within a period of thirty (30) days after it has been notified in writing of such resignation or incapacity by the Warrant
Agent or by the holder of a Warrant (who shall, with such notice, submit his Warrant for inspection by the Company), then the holder
of any Warrant may apply to the Supreme Court of the State of New York for the County of New York for the appointment of a successor
Warrant Agent at the Company’s cost. Any successor Warrant 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 Warrant Agent shall be vested
with all the authority, powers, rights, immunities, duties, and obligations of its predecessor Warrant Agent with like effect as
if originally named as Warrant Agent hereunder, without any further act or deed; but if for any reason it becomes necessary or
appropriate, the predecessor Warrant Agent shall execute and deliver, at the expense of the Company, an instrument transferring
to such successor Warrant Agent all the authority, powers, and rights of such predecessor Warrant Agent hereunder; and upon request
of any successor Warrant 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 Warrant Agent all such authority, powers, rights, immunities,
duties, and obligations.



 



    	9



    	 



    

 


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



 


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



 


		7.3	Fees and Expenses of Warrant Agent.



 


		7.3.1	Remuneration. The Company agrees to pay the Warrant Agent reasonable remuneration for its services as such Warrant Agent
hereunder and shall, pursuant to its obligations under this Agreement, reimburse the Warrant Agent upon demand for all expenditures
that the Warrant Agent may reasonably incur in the execution of its duties hereunder.



 


		7.3.2	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 Warrant
Agent for the carrying out or performing of the provisions of this Agreement.



 


		7.4	Liability of Warrant Agent.



 


		7.4.1	Reliance on Company Statement. Whenever in the performance of its duties under this Warrant Agreement, the Warrant 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 President or Chairman of the Board of the Company and delivered
to the Warrant Agent. The Warrant Agent may rely upon such statement for any action taken or suffered in good faith by it pursuant
to the provisions of this Agreement.



 


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



 


		7.4.3	Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect
to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for
any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not
be responsible to make any adjustments required under the provisions of  Section 4 hereof or responsible for
the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such
adjustment; 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 Warrant or as to whether any shares of Common Stock
shall, when issued, be valid and fully paid and nonassessable.



 



    	10



    	 



    

 


		7.5	Acceptance of Agency. The Warrant Agent hereby accepts the agency established by this Agreement and agrees to perform
the same upon the terms and conditions herein set forth and among other things, shall account promptly to the Company with respect
to Warrants exercised and concurrently account for, and pay to the Company, all monies received by the Warrant Agent for the purchase
of shares of Common Stock through the exercise of the Warrants.



 


		7.6	Waiver. The Warrant Agent has no 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 Warrant 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. The Warrant Agent hereby
waives any and all Claims against the Trust Account and any and all rights to seek access to the Trust Account.



 


		8.	Redemption.



 


		8.1	Redemption. Subject to Section 8.4 hereof, not less than all of the outstanding Offering Warrants (excluding the insider
warrants) may be redeemed, at the option of the Company, at any time upon a minimum of 30 days prior written notice, after they
become exercisable and prior to their expiration, at the office of the Warrant Agent, upon the notice referred to in  Section
8.2, at the price of $0.01 per Warrant (the “ Redemption Price “);  provided, however, that the last sales
price of the Common Stock on the Nasdaq Capital Market, or other national securities exchange on which the Common Stock may be
traded, has been equal to or greater than $17.50 per share (the “Floor Price”) for any 20 trading days on which trading
occurs within a 30 trading day period ending three Business Days prior to the date on which notice of redemption is given (the
“ 30-day redemption period “); and  provided,   further  that with respect to the Offering
Warrants, a registration statement under the Securities Act relating to the shares of Common Stock issuable upon the exercise of
the Warrants is effective and available and current throughout the 30-day redemption period.  If the foregoing conditions
are satisfied, and such Warrants are called for redemption, each Registered Holder will be entitled to exercise their Warrants
prior to the date scheduled for redemption.



 


		8.2	Date Fixed for, and Notice of, Redemption.  In the event the Company shall elect to redeem all of the outstanding
Offering Warrants (excluding the insider warrants) pursuant to  Section 8.1  (the “ Redeemable Warrants
“), the Company shall fix a date for the redemption.  Notice of redemption shall be mailed by first class mail,
postage prepaid, by the Company not less than 30 days prior to the date fixed for redemption to the Registered Holders of the Redeemable
Warrants at their last addresses as they shall appear in the Warrant Register.  Any notice mailed in the manner herein
provided shall be conclusively presumed to have been duly given on the date sent whether or not the Registered Holder received
such notice.



 


		8.3	Exercise After Notice of Redemption.  The Redeemable Warrants may be exercised at any time after notice of
redemption shall have been given by the Company pursuant to  Section 8.2  hereof and prior to the time and
date fixed for redemption.  On and after the redemption date, the Registered Holder of the Redeemable Warrants shall
have no further rights except to receive the Redemption Price upon surrender of the Redeemable Warrants.



 


		8.4	Outstanding Warrants Only.  The Company understands that the redemption rights provided for by this Article
8 apply only to outstanding Redeemable Warrants.  To the extent a person holds rights to purchase Redeemable Warrants,
such purchase rights shall not be extinguished by redemption.  However, once such purchase rights are exercised, the
Company may redeem the Redeemable Warrants issued upon such exercise,  provided   that the criteria for redemption
are met, including the opportunity of the Redeemable Warrant holders to exercise prior to the time and date fixed for redemption
pursuant to Section 8.3.



 



    	11



    	 



    

 


		9.	Miscellaneous Provisions.



 


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



 


		9.2	Notices. Any notice, statement or demand authorized by this Warrant Agreement to be given or made by the Warrant Agent
or by the holder of any Warrant 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 (5) days after deposit of such notice, postage prepaid,
addressed (until another address is filed in writing by the Company with the Warrant Agent), as follows:



 


Aquasition Corp.

c/o Seacrest Shipping Co. Ltd.

8 – 10 Paul Street

London EC2A 4JH, England


 


Any notice, statement or demand authorized by this Agreement
to be given or made by the holder of any Warrant or by the Company to or on the Warrant 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 (5) days
after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Warrant Agent with the
Company), as follows:


 


American Stock Transfer & Trust Company

6201 15th Avenue

Brooklyn, NY 11219

New York, New York 10038


 


		9.3	Applicable Law. The validity, interpretation, and performance of this Agreement and of the Warrants 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.



 


		9.4	Persons Having Rights under this Agreement. Nothing in this Agreement shall be construed to confer upon, or give to,
any person or corporation other than the parties hereto and the Registered Holders of the Warrants any right, remedy, or claim
under or by reason of this Warrant Agreement or of any covenant, condition, stipulation, promise, or agreement hereof. All covenants,
conditions, stipulations, promises, and agreements contained in this Warrant Agreement shall be for the sole and exclusive benefit
of the parties hereto and their successors and assigns and of the Registered Holders of the Warrants.



 


		9.5	Examination of the Warrant Agreement. A copy of this Agreement shall be available at all reasonable times at the office
of the Warrant Agent in the Borough of Manhattan, City and State of New York, for inspection by the Registered Holder of any Warrant.
The Warrant Agent may require any such holder to submit his Warrant for inspection by it.



 


		9.6	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.



 


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



 



    	12



    	 



    

 


		9.8	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 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,
including any amendment to increase the Warrant Price or shorten the Exercise Period and any amendment to the terms of only the
Placement Warrants, shall require the written consent of the Registered Holders of 65% of the then outstanding Offering Warrants.
Further, a  Founder shall not vote any Warrants owned or controlled by it in favor of such amendment unless the Registered
Holders of 65% of the Offering Warrants vote in favor of such amendment. Notwithstanding the foregoing, the Company may lower the
Warrant Price or extend the duration of the Exercise Period pursuant to  Sections 3.1   and  3.2 ,
respectively, without the consent of the Registered Holders.



 


		9.9	Severability. This Warrant 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 Warrant 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 Warrant Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible
and be valid and enforceable.



 


Exhibit A - Form of Public Warrant Certificate


 


Exhibit B – Form of Placement Warrant Certificate


 



    	13



    	 



    

 


IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be duly executed as of the date first above written.


 


	AQUASITION CORP.
	 
	By:	 
	 
	AMERICAN STOCK TRANSFER & TRUST 

COMPANY, as Warrant Agent
	 
	By:	 
	Name:	 
	Title:	 


 



    	14



    	 



    

 


EXHIBIT A


 


[FORM OF PUBLIC WARRANT CERTIFICATE]


 



    	15



    	 



    

 


EXHIBIT B


 


[FORM OF PLACEMENT WARRANT CERTIFICATE]


 








    	16