Number


 


SPECIMEN WARRANT CERTIFICATE


 


THIS WARRANT SHALL BE VOID IF NOT EXERCISED
PRIOR TO

THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR

IN THE WARRANT AGREEMENT DESCRIBED BELOW



AQUASITION CORP.

Incorporated Under the Laws of the Marshall Islands


 


CUSIP__________


 


Warrant Certificate


 


This Warrant Certificate certifies
that                                       ,
or registered assigns, is the registered holder of                     
warrants (the “Warrants”) to purchase shares of Common Stock, $.0001 par value (the “Common
Stock”), of Aquasition Corp., a Marshall Islands corporation (the “Company”). Each Warrant
entitles the holder, upon exercise during the period set forth in the Warrant Agreement referred to below, to receive from the
Company that number of fully paid and nonassessable shares of Common Stock (each, a “Warrant”) as set
forth below, at the exercise price (the “Exercise Price”) as determined pursuant to the Warrant Agreement,
payable in lawful money of the United States of America or cashlessly upon surrender of this Warrant Certificate at the office
or agency of the Warrant Agent referred to below, subject to the conditions set forth herein and in the Warrant Agreement. Defined
terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.


 


Each Warrant is initially exercisable for
one fully paid and non-assessable share of Common Stock. The number of the Warrants issuable upon exercise of the Warrants is subject
to adjustment upon the occurrence of certain events set forth in the Warrant Agreement.


 


The initial Exercise Price per share of
Common Stock for any Warrant is equal to $11.50 per share. The Exercise Price is subject to adjustment upon the occurrence of certain
events set forth in the Warrant Agreement.


 


Subject to the conditions set forth in the
Warrant Agreement, the Warrants may be exercised only during the Exercise Period and to the extent not exercised by the end of
such Exercise Period, such Warrants shall become void.


 


Reference is hereby made to the further
provisions of this Warrant Certificate set forth on the reverse hereof and such further provisions shall for all purposes have
the same effect as though fully set forth at this place.


 


This Warrant Certificate shall not be valid
unless countersigned by the Warrant Agent, as such term is used in the Warrant Agreement.


 


This Warrant Certificate 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.


 



    	 



    	 



    

 


	 	AQUASITION CORP.
	 	 
	 	By:	 
	 	Name:
	 	Title: Chief Executive Officer
	 	 
	 	By:	 
	 	Name:
	 	Title: Secretary


 


Countersigned:


Dated: ________, 20__


AMERICAN STOCK TRANSFER & TRUST
COMPANY, LLC,


as Warrant Agent


 



    	 



    	 



    

 


[REVERSE]


 


The Warrants evidenced by this Warrant Certificate
are part of a duly authorized issue of Warrants entitling the holder on exercise to receive shares of Common Stock and are issued
or to be issued pursuant to a Warrant Agreement dated as of                       ,
2012 (the “Warrant Agreement”), duly executed and delivered by the American Stock Transfer & Trust
Company, LLC, a  New York corporation, as warrant agent (the “Warrant Agent”), which Warrant
Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description
of the rights, limitation of rights, obligations, duties and immunities thereunder of the Warrant Agent, the Company and the holders
(the words “holders” or “holder” meaning the Registered Holders or Registered
Holder) of the Warrants. A copy of the Warrant Agreement may be obtained by the holder hereof upon written request to the Company.
Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.


 


Warrants may be exercised at any time, on
a for cash or cashless basis, during the Exercise Period set forth in the Warrant Agreement. The holder of Warrants evidenced by
this Warrant Certificate may exercise them by surrendering this Warrant Certificate, with the form of election to purchase set
forth hereon properly completed and executed, together with payment of the Exercise Price, or if on a cashless basis, according
to the formula set forth in the Warrant Agreement, at the principal corporate trust office of the Warrant Agent. In the event that
upon any exercise of Warrants evidenced hereby the number of Warrants exercised shall be less than the total number of Warrants
evidenced hereby, there shall be issued to the holder hereof or his, her or its assignee, a new Warrant Certificate evidencing
the number of Warrants not exercised. No adjustment shall be made for any dividends on any of the shares of Common Stock issuable
upon exercise of this Warrant.


 


Notwithstanding anything else in this Warrant
Certificate or the Warrant Agreement, no Warrant may be exercised unless at the time of exercise (i) a registration statement
covering the shares of Common Stock to be issued upon exercise is effective under the Securities Act of 1933 and (ii) a prospectus
thereunder relating to the shares of Common Stock is current.


 


The Warrant Agreement provides that upon
the occurrence of certain events the number of the Warrants set forth on the face hereof may, subject to certain conditions, be
adjusted. If, upon exercise of a Warrant, the holder thereof would be entitled to receive a fractional interest in a share of Common
Stock, the Company shall, upon exercise, round up or down to the nearest whole number of shares to be issued to the holder of the
Warrant.


 


Warrant Certificates, when surrendered at
the principal corporate trust office of the Warrant Agent by the Registered Holder thereof in person or by legal representative
or attorney duly authorized in writing, may be exchanged, in the manner and subject to the limitations provided in the Warrant
Agreement, but without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor evidencing
in the aggregate a like number of Warrants.


 


Upon due presentation for registration of
transfer of this Warrant Certificate at the office of the Warrant Agent a new Warrant Certificate or Warrant Certificates of like
tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant
Certificate, subject to the limitations provided in the Warrant Agreement, without charge except for any tax or other governmental
charge imposed in connection therewith.


 


The Company and the Warrant Agent may deem
and treat the Registered Holder(s) thereof as the absolute owner(s) of this Warrant Certificate (notwithstanding any notation of
ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the holder(s)
hereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.
Neither the Warrants nor this Warrant Certificate entitles any holder hereof to any rights of a stockholder of the Company.


 



    	 



    	 



    

 


Election to Purchase


 


(To Be Executed Upon
Exercise of Warrant)


 


The undersigned hereby irrevocably elects
to exercise the right, represented by this Warrant Certificate, to receive                     
shares of Common Stock and herewith tenders payment for such shares to the order of Aquasition Corp. (the “ Company”)
in the amount of $                       
  in accordance with the terms hereof. The undersigned requests that a certificate for such shares be registered in the
name of                        ,
whose address is                       
  and that such shares be delivered to                  
       whose address is                
                     
                     
      . If said number of shares is less than all of the shares of Common Stock purchasable hereunder,
the undersigned requests that a new Warrant Certificate representing the remaining balance of such shares be registered in the
name of                        ,
whose address is                        
                   , and that such
Warrant Certificate be delivered to                       ,
whose address is                        .


 


In the event that the Warrant has been called
for redemption by the Company pursuant to Section 8 of the Warrant Agreement, the number of shares that this Warrant is exercisable
for shall be determined in accordance with  Section 8.3   of the Warrant Agreement.


 


In the event that the Warrant is a Founder
Warrant that is to be exercised on a “cashless” basis pursuant to subsections 3.3.1(b)   of the Warrant Agreement,
(i) the number of shares that this Warrant is exercisable for shall be determined in accordance with  subsection 3.3.1(b)
  of the Warrant Agreement and (ii) the holder hereof shall complete the following: The undersigned hereby irrevocably
elects to exercise the right, represented by this Warrant Certificate, through the cashless exercise provisions of  Section
3.3.1(b)   of the Warrant Agreement, to receive shares of Common Stock. If said number of shares is less than all of
the shares of Common Stock purchasable hereunder (after giving effect to the cashless exercise), the undersigned requests that
a new Warrant Certificate representing the remaining balance of such shares be registered in the name of ________, whose address
is ________, and that such Warrant Certificate be delivered to ________, whose address is         
               .


 


	Date:                     , 20___	 	 
	 	 	(Signature)
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	(Address)
	 	 	 
	 	 	 
	 	 	(Tax Identification Number)


 


Signature Guaranteed:


 


THE SIGNATURE(S) SHOULD 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).


 



    	 



    	 



    

 


LEGEND FOR PLACEMENT WARRANTS


 


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 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 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.