SPECIMEN PLACEMENT UNIT CERTIFICATE


 


	     NUMBER	UNITS
	U- ___________	 


 


SEE REVERSE FOR CERTAIN DEFINITIONS


 


	 	AQUASITION CORP.	CUSIP ___________


 


UNITS CONSISTING OF ONE (1) SHARE OF COMMON
STOCK AND


ONE (1) PLACEMENT WARRANT TO PURCHASE ONE
(1) SHARE OF COMMON STOCK


 


	THIS CERTIFIES THAT 	 
	is the owner of	 	  Units.
	 	 	 	 


Each Unit (“Unit”) consists
of one (1) share of common stock, par value $0.0001 per share (“Common Stock”), of AQUASITION CORP., a Marshall Islands
company (the “Company”), and one (1) placement warrant (the “Placement Warrant”). Each Placement Warrant
entitles the holder to purchase one (1) share of Common Stock for $11.50 per share (subject to adjustment).  Each Placement
Warrant will become exercisable on the later of (i) the consummation of an Acquisition Transaction, and (ii) ____________, 2013,
and will expire unless exercised before 5:00 p.m., New York City Time, on ____________, 2017, or the date of the Company's dissolution
and winding up of the Company (the “Expiration Date”). The Common Stock and Placement
Warrants comprising the Units are subject to the terms of that certain Placement Unit Purchase Agreement, dated as of ___________,
2012.  The terms of the Placement Warrants are governed by a Warrant Agreement, dated as of _______, 2012, between the
Company and American Stock Transfer & Trust Company, as Warrant Agent, and are subject to the terms and provisions contained
therein, all of which terms and provisions the holder of this certificate consents to by acceptance hereof.  Copies
of the Placement Unit Purchase Agreement and the Warrant Agreement are on file at the office of the Warrant Agent at American
Stock Transfer & Trust Company, 6201 15th Avenue, Brooklyn, NY 11219, and are available to any Placement Warrant
holder on written request and without cost. This certificate is not valid unless countersigned by the Transfer Agent and Registrar
of the Company. This Unit shall be governed and construed in accordance with the internal laws of the State of New York, without
regard to conflicts of laws principles thereof.


 


Witness the facsimile seal of the Company and the facsimile
signature of its duly authorized officers.


 


	  By  	 	 	 
	 	Chief Executive Officer	 	Secretary


 


AQUASITION CORP.


CORPORATE


SEAL


2012


REPUBLIC OF THE MARSHALL ISLANDS


 



    	 



    	 



    

 


AQUASITION CORP.


 


The Company will furnish
without charge to each unitholder who so requests, a statement of the powers, designations, preferences and relative, participating,
optional or other special rights of each class of stock or series thereof of the Company and the qualifications, limitations, or
restrictions of such preferences and/or rights.


 


The following abbreviations, when used in
the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable
laws or regulations:


 


TEN COM  -  as tenants in common


TEN ENT  -  as tenants by the
entireties


JT TEN  -  as joint tenants with
right of survivorship


and not as tenants in common


 


	UNIF GIFT MIN ACT -	 	Custodian	 
	 	(Cust)	 	(Minor)
	 	under Uniform Gifts to Minors
	 	Act	 
	 	 	(State)
	 	 	 	 	 


Additional Abbreviations may also
be used though not in the above list.


 


For value received, ___________________________
hereby sell, assign and transfer unto


 


	PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE	 
	 	 
	 	 
	 
	 
	(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
	 
	 
	 	 Units
	represented by the within Certificate, and do hereby irrevocably constitute and appoint
	 	  Attorney


to transfer the said Units on the books of the within named
Company will full power of substitution in the premises.


 


	Dated 	 	 	 	 
	 	 	 	 	 
	 	 	 	NOTICE: 	The signature to this assignment must correspond with the name as written upon the face of the certificate in every particular, without alteration or enlargement or any change whatever.


 


	Signature(s) Guaranteed:
	 


THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR
INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE
MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15).


 


The holder of this certificate shall be entitled to receive
funds from the trust account only in accordance with the terms of the Investment Management Trust Agreement, dated as of [_______],
2012, by and between the Company and American Stock Transfer and Trust Company, entered into in connection with the Company’s
initial public offering.  In no other circumstances shall the holder have any right or interest of any kind in or to
the trust account.


 



    	 



    	 



    

 


LEGEND FOR PLACEMENT UNITS


 


THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED
OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS
OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR
TRANSFERRED PRIOR TO THE DATE THAT IS THIRTY (30) DAYS FROM THE DATE UPON WHICH AQUASITION CORP. (THE “COMPANY”) COMPLETES
ITS INITIAL ACQUISITION TRANSACTION (AS DEFINED IN SECTION 3 OF THE WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT TO A PERMITTED
TRANSFEREE (AS DEFINED IN SECTION 2 OF THE WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER
PROVISIONS.


 


SECURITIES EVIDENCED BY THIS CERTIFICATE, THE UNDERLYING SECURITIES
AND SHARES OF COMMON STOCK OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER
A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.