0001213900-22-035112 Sample Contracts

AQUARIUS II ACQUISITION CORPORATION UNDERWRITING AGREEMENT
Underwriting Agreement • June 27th, 2022 • Aquarius II Acquisition Corp. • Blank checks • New York

Aquarius II Acquisition Corporation, a Cayman Islands company (the “Company”), hereby confirms its agreement with EF Hutton, division of Benchmark Investments, LLC (the “Representative”), as representative of the several underwriters named on Schedule A hereto (the “Underwriters” or, each underwriter individually, an “Underwriter”), as follows:

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WARRANT AGREEMENT
Warrant Agreement • June 27th, 2022 • Aquarius II Acquisition Corp. • Blank checks • New York

This WARRANT AGREEMENT (this “Agreement”) is made as of [_____], 2022 between Aquarius II Acquisition Corp., a Cayman Islands exempted company with limited liability, with its principal executive office at Room 901-903, 9/F, Harbour Centre, 25 Harbour Road, Wan Chai, Hong Kong SAR (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited purpose trust company, with offices at 6201, 15th Avenue, Brooklyn, NY 11219, as warrant agent (the “Warrant Agent”).

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