Exhibit 10.1


 


____, 2022


 


Aquarius II Acquisition Corp.


Room 901-903, 9/F, Harbour Centre


25 Harbour Road


Wan Chai, Hong Kong SAR


 


EF Hutton


division of Benchmark
Investments, LLC


17 Battery Pl Suite
625


New York, NY 10004


 


	 	Re:	Initial Public Offering


 


Gentlemen:


 


This letter is being delivered
to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between
Aquarius II Acquisition Corp., a Cayman Islands company (the “Company”), and EF Hutton, division of Benchmark
Investments, LLC, as Representative (the “Representative”) of the several underwriters named on Schedule A thereto
(the “Underwriters”), relating to an underwritten initial public offering (the “IPO”)
of the Company’s units (the “Units”), each comprised of one ordinary share of the Company, $0.0001 par
value (the “Ordinary Shares”), and one redeemable warrant, each redeemable warrant entitling its holder to purchase
one Ordinary Share at an exercise price of $11.50 per share (the “Warrants”). Certain capitalized terms used
herein are defined in paragraph 14 hereof.

 


In order to induce the Company
and the Underwriters to enter into the Underwriting Agreement and to proceed with the IPO, and in recognition of the benefit that such
IPO will confer upon the undersigned as a shareholder of the Company, and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the undersigned hereby agrees with the Company as follows:


 


1. If the Company solicits
approval of its shareholders of a Business Combination, the undersigned will vote all Ordinary Shares beneficially owned by him, her or
it, whether acquired before, in or after the IPO, in favor of such Business Combination.


 


2. (a) Unless the Company’s
shareholders are previously given the option to redeem their shares in connection with amending applicable documents to extend the time
that the Company has to complete a Business Combination and that the Company fails to consummate a Business Combination within 9 months
from the date that the registration statement is declared effective by the U.S. Securities and Exchange Commission (or, in the event that
the Company extended the period of time to consummate a business combination up to nine times, each by an additional one month, within
18 months) from the date that the registration statement is declared effective, the undersigned shall take all reasonable steps to (i)
cause the Trust Fund to be liquidated and distributed to the holders of the IPO Shares and (ii) cause the Company to liquidate as soon
as reasonably practicable.

 


(b) The undersigned hereby
waives any and all right, title, interest or claim of any kind in or to any distribution of the Trust Fund and any remaining net assets
of the Company as a result of such liquidation with respect to his, her or its Insider Shares [including any shares underlying the Private
Units]1 (“Claim”) and hereby waives any Claim the undersigned may have in the future as a result
of, or arising out of, any contracts or agreements with the Company and will not seek recourse against the Trust Fund for any reason whatsoever.
[The undersigned acknowledges and agrees that there will be no distribution from the Trust Fund with respect to any Warrants underlying
the Private Units, all of which will terminate on the Company’s liquidation.]2

 


[(c) In the event of the liquidation
of the Trust Fund, the undersigned agrees to indemnify and hold harmless the Company against any and all loss, liability, claims, damage
and expense whatsoever (including, but not limited to, any and all legal or other expenses reasonably incurred in investigating, preparing
or defending against any litigation, whether pending or threatened, or any claim whatsoever) which the Company may become subject as a
result of any claim by any vendor or other person who is owed money by the Company for services rendered or products sold or contracted
for, but only to the extent necessary to ensure that such loss, liability, claim, damage or expense does not reduce the amount of funds
in the Trust Fund; provided, that such indemnity shall not apply if such vendor or other person has executed an agreement waiving any
claims against the Trust Fund.]3


 


 






		1	NTD: Only include for Aquarius II Sponsor Limited.



		2	NTD: Only include for Aquarius II Sponsor Limited.



		3	NTD: Only include for Aquarius II Sponsor Limited.



 



     


     


    




 


3. [In the event that the
Company does not consummate a Business Combination and must liquidate and its remaining net assets are insufficient to complete such liquidation,
the undersigned agrees to advance such funds necessary to complete such liquidation and agrees not to seek recourse for such expenses.]4


 


4. The undersigned will
escrow all of his, her or its Insider Shares pursuant to the terms of a Stock Escrow Agreement, which the Company will enter into with
the undersigned and an escrow agent acceptable to the Company.


 


5. [The undersigned agrees
that until the Company consummates a Business Combination, the undersigned’s Private Units will be subject to the transfer restrictions
described in the Subscription Agreement relating to the undersigned’s Private Units.]5


 


6. In order to minimize
potential conflicts of interest which may arise from multiple affiliations, the undersigned agrees to present to the Company for its consideration,
prior to presentation to any other person or entity, any suitable opportunity to acquire a target business, until the earlier of the consummation
by the Company of a Business Combination or the liquidation of the Company, subject to any pre-existing fiduciary and contractual obligations
the undersigned might have.


 


7. The undersigned acknowledges
and agrees that prior to entering into a Business Combination with a target business that is affiliated with any Insiders of the Company
or their affiliates, including any company that is a portfolio company of, or otherwise affiliated with, or has received financial investment
from, an entity with which any Insider or their affiliates is affiliated, such transaction must be approved by a majority of the Company’s
disinterested independent directors and the Company must obtain an opinion from an independent investment banking firm or another independent
entity that commonly renders valuation opinions  that such Business Combination is fair to the Company’s unaffiliated shareholders
from a financial point of view.

 


8. Neither the undersigned,
any member of the family of the undersigned, nor any affiliate of the undersigned will be entitled to receive and will not accept any
compensation or other cash payment prior to, or for services rendered in connection with, the consummation of the Business Combination;
provided that the Company shall be allowed to repay working capital loans made by the undersigned to the Company in cash upon consummation
of the Business Combination. Notwithstanding the foregoing, the undersigned and any affiliate of the undersigned shall be entitled to
reimbursement from the Company for their out-of-pocket expenses incurred in connection with identifying, investigating and consummating
a Business Combination.


 


9. Neither the undersigned,
any member of the family of the undersigned, nor any affiliate of the undersigned will be entitled to receive or accept a finder’s
fee or any other compensation in the event the undersigned, any member of the family of the undersigned or any affiliate of the undersigned
originates a Business Combination.


 


 






		4	NTD: Only include for Aquarius II Sponsor Limited.



		5	NTD: Only include for Aquarius II Sponsor Limited.



 






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10. [The undersigned agrees
to be a director/officer of the Company until the earlier of the consummation by the Company of a Business Combination or the liquidation
of the Company. The undersigned’s biographical information previously furnished to the Company and the Representative is true and
accurate in all material respects, does not omit any material information with respect to the undersigned’s biography and contains
all of the information required to be disclosed pursuant to Item 401 of Regulation S-K, promulgated under the Securities Act of 1933.]6
The undersigned’s FINRA Questionnaire previously furnished to the Company and the Representative is true and accurate in all material
respects. The undersigned represents and warrants that:


 


	 	(a)	He, she or it has never had a petition under the federal bankruptcy laws or any state insolvency law been filed by or against (i) him, her or it, or any partnership in which he or she was a general partner at or within two years before the time of filing; or (ii) any corporation or business association of which he or she was an executive officer at or within two years before the time of such filing;


 


	 	(b)	He, she or it has never had a receiver, fiscal agent or similar officer been appointed by a court for his business or property, or any such partnership;


 


	 	(c)	He, she or it has never been convicted of fraud in a civil or criminal proceeding;


 


	 	(d)	He, she or it has never been convicted in a criminal proceeding or named the subject of a pending criminal proceeding (excluding traffic violations and minor offenses);


 


	 	(e)	He, she or it has never been the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining or otherwise limiting him, her or it from (i) acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission (“CFTC”) or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or from engaging in or continuing any conduct or practice in connection with any such activity; or (ii) engaging in any type of business practice; or (iii) engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities or federal commodities laws;


 


	 	(f)	He, she, or it has never been the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than 60 days his, her or its right to engage in any activity described in 10(e)(i) above, or to be associated with persons engaged in any such activity;


 


	 	(g)	He, she, or it has never been found by a court of competent jurisdiction in a civil action or by the SEC to have violated any federal or state securities law, where the judgment in such civil action or finding by the SEC has not been subsequently reversed, suspended or vacated;


 


	 	(h)	He, she, or it has never been found by a court of competent jurisdiction in a civil action or by the CFTC to have violated any federal commodities law, where the judgment in such civil action or finding by the CFTC has not been subsequently reversed, suspended or vacated;


 


 






		6	NTD: Only remove for Aquarius II Sponsor Limited.



 






    3


     


    

 


	 	(i)	He, she, or it has never been the subject of, or a party to, any Federal, State or foreign judicial or administrative order, judgment, decree or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of (i) any Federal, State or foreign securities or commodities law or regulation, (ii) any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and desist order, or removal or prohibition order or (iii) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity;


 


	 	(j)	He, she or it has never been the subject of, or party to, any sanction or order, not subsequently reversed, suspended or vacated, or any self-regulatory organization, any registered entity, or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member;


 


	 	(k)	He, she or it has never been convicted of any felony or misdemeanor: (i) in connection with the purchase or sale of any security; (ii) involving the making of any false filing with the SEC; or (iii) arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment advisor or paid solicitor of purchasers of securities;


 


	 	(l)	He, she or it was never subject to a final order of a state or foreign securities commission (or an agency of officer of a state performing like functions); a state or foreign authority that supervises or examines banks, savings associations, or credit unions; a state or foreign insurance commission (or an agency or officer of a state performing like functions); an appropriate federal or foreign banking agency; the CFTC; or the National Credit Union Administration that is based on a violation of any law or regulation that prohibits fraudulent, manipulative, or deceptive conduct;


 


	 	(m)	He, she or it has never been subject to any order, judgment or decree of any court of competent jurisdiction, that, at the time of the sale of the Units, restrained or enjoined him, her or it from engaging or continuing to engage in any conduct or practice: (i) in connection with the purchase or sale of any security; (ii) involving the making of any false filing with the SEC or any foreign regulatory agency with similar functions; or (iii) arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities;


 


	 	(n)	He, she or it has never been subject to any order of the SEC or any foreign regulatory agency with similar functions that orders him, her or it to cease and desist from committing or causing a future violation of: (i) any scienter-based anti-fraud provision of the federal securities laws, including, but not limited to, Section 17(a)(1) of the Securities Act, Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, Section 15(c) and Section 206(1) of the Advisers Act or any other rule or regulation thereunder; or (ii) Section 5 of the Securities Act;


 


	 	(o)	He, she or it has never filed (as a registrant or issuer), or been named as an underwriter in any registration statement or Regulation A offering statement filed with the SEC that was the subject of a refusal order, stop order, or order suspending the Regulation A exemption, or is, currently, the subject of an investigation or proceeding to determine whether a stop order or suspension order should be issued;


 






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	 	(p)	He, she or it has never been subject to a United States Postal Service false representation order, or is currently subject to a temporary restraining order or preliminary injunction with respect to conduct alleged by the United States Postal Service to constitute a scheme or device for obtaining money or property through the mail by means of false representations;


 


	 	(q)	He, she or it is not subject to a final order of a state securities commission (or an agency of officer of a state performing like functions); a state authority that supervises or examines banks, savings associations, or credit unions; a state insurance commission (or an agency or officer of a state performing like functions); an appropriate federal banking agency; the CFTC; or the National Credit Union Administration that bars the undersigned from: (i) association with an entity regulated by such commission, authority, agency or officer; (ii) engaging in the business of securities, insurance or banking; or (iii) engaging in savings association or credit union activities;


 


	 	(r)	He, she or it is not subject to an order of the SEC entered pursuant to section 15(b) or 15B(c) of the Securities Exchange Act of 1934 (the “Exchange Act”) or section 203(e) or 203(f) of the Investment Advisers Act of 1940 (the “Advisers Act”) that: (i) suspends or revokes the undersigned’s registration as a broker, dealer, municipal securities dealer or investment adviser; (ii) places limitations on the activities, functions or operations of, or imposes civil money penalties on, such person; or (iii) bars the undersigned from being associated with any entity or from participating in the offering of any penny stock; and


 


	 	(s)	He, she or it has never been suspended or expelled from membership in, or suspended or barred from association with a member of, a securities self-regulatory organization (e.g., a registered national securities exchange or a registered national or affiliated securities association) for any act or omission to act constituting conduct inconsistent with just and equitable principles of trade.


 






    5


     


    

 


11. [The undersigned has
full right and power, without violating any agreement by which he, she or it is bound, to enter into this letter agreement and to serve
as a Director and/or officer of the Company.]7


 


11. The undersigned hereby
waives his, her or its right to exercise redemption rights with respect to any Ordinary Shares owned or to be owned by the undersigned,
directly or indirectly (or to sell such shares to the Company in a tender offer), whether purchased by the undersigned prior to the IPO,
in the IPO or in the aftermarket, and agrees that he, she or it will not seek redemption with respect to or otherwise sell, such shares
in connection with any vote to approve a Business Combination with respect thereto, a vote to amend the provisions of the Company’s
Amended and Restated Memorandum and Articles of Association, or a tender offer by the Company prior to a Business Combination.


 


12. The undersigned hereby
agrees to not propose, or vote in favor of, an amendment to the Company’s Amended and Restated Memorandum and Articles of Association
with respect to the Company’s pre-Business Combination activities prior to the consummation of a Business Combination unless the
Company offers holders of IPO Shares the right to receive their pro rata portion of the funds then held in the Trust Fund.


 


13. In connection with
Section 5-1401 of the General Obligations Law of the State of New York, this letter agreement shall be governed by, and construed in accordance
with, the laws of the State of New York without regard to principles of conflicts of law that would result in the application of the substantive
law of another jurisdiction. The parties hereto agree that any action, proceeding or claim arising out of or relating in any way to this
letter agreement shall be resolved through final and binding arbitration in accordance with the International Arbitration Rules of the
American Arbitration Association (“AAA”). The arbitration shall be brought before the AAA International Center for Dispute
Resolution’s offices in New York City, New York, will be conducted in English and will be decided by a panel of three arbitrators
selected from the AAA Commercial Disputes Panel and that the arbitrator panel’s decision shall be final and enforceable by any court
having jurisdiction over the party from whom enforcement is sought. The cost of such arbitrators and arbitration services, together with
the prevailing party’s legal fees and expenses, shall be borne by the non-prevailing party or as otherwise directed by the arbitrators.


  


14. As used herein, (i)
a “Business Combination” shall mean a merger, share exchange, asset acquisition, contractual arrangement, share
purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities; (ii) “Insiders”
shall mean all officers, directors and shareholders of the Company immediately prior to the IPO; (iii) “Insider Shares”
shall mean all of the Ordinary Shares of the Company acquired by an Insider prior to the IPO and any Ordinary Shares underlying the Private
Units; (iv) “IPO Shares” shall mean the Ordinary Shares issued in the Company’s IPO; (v) [“Private
Units” shall mean (x) the Units purchased in the private placement taking place simultaneously with the consummation of
the Company’s IPO and (y) the additional Units that may be purchased in connection with the exercise of the over-allotment option
by the underwriters in the IPO as described in the Registration Statement;]8 (vi) “Registration Statement”
means the registration statement on Form S-1 filed by the Company with respect to the IPO; and (vii) “Trust Fund”
shall mean the trust fund into which a portion of the net proceeds of the Company’s IPO will be deposited.


 


15. Any notice, consent
or request to be given in connection with any of the terms or provisions of this letter 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 facsimile transmission.


 


 






		7	NTD: Only remove for Aquarius II Sponsor Limited.






		8	NTD: Only include for Aquarius II Sponsor Limited.



 






    6


     


    

 


If to the Representative:


 


EF Hutton


division of Benchmark
Investments, LLC


590 Madison Avenue,
39th Floor


New York, NY 10022

 


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


 


Hunter Taubman Fischer & Li LLC


48 Wall Street, Suite 1100


New York, NY 10005


Attn: Lou Taubman, Esq. and Ying Li, Esq.

 


If to the Company:


 


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


 


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


 


Loeb & Loeb LLP


2206-19 Jardine House

1 Connaught Place

Central, Hong Kong SAR


Attn: Lawrence Venick


Facsimile: (852) 3923-1100


 


16. No party hereto may
assign either this letter agreement or any of its rights, interests, or obligations hereunder without the prior written consent of the
other party. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer or
assign any interest or title to the purported assignee. This letter agreement shall be binding on the parties hereto and any successors
and assigns thereof.


 


17. This Letter Agreement
constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof and supersedes all prior
understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any way to
the subject matter hereof or the transactions contemplated hereby. This Letter Agreement may not be changed, amended, modified or waived
(other than to correct a typographical error) as to any particular provision, except by a written instrument executed by all parties hereto.


 


18. The undersigned acknowledges
and understands that the Underwriters and the Company will rely upon the agreements, representations and warranties set forth herein in
proceeding with the IPO. Nothing contained herein shall be deemed to render the Underwriters a representative of, or a fiduciary with
respect to, the Company, its shareholders or any creditor or vendor of the Company with respect to the subject matter hereof.


 






    7


     


    

 


	 	Aquarius II Sponsor Limited
	 	 
	 	By:	 
	 	 	Name:	Yan Zhang
	 	 	Title:	Director


 


	 	 
	 	Yan Zhang
	 	 
	 	 
	 	Chunning Wang
	 	 
	 	 
	 	Ngai Wong
	 	 
	 	 
	 	Steve Ward
	 	 
	 	 
	 	Chi Fai Choi
	 	 
	 	 
	 	Feng Wu
	 	 
	 	 
	 	Ning Zhao
	 	 
	 	 
	 	Di Wu


 


 


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