This Support Agreement (this Agreement), dated as of June 21, 2021, is entered into by and among CITIC Capital Acquisition Corp., a Cayman Islands exempted company (which shall be domesticated as a Delaware corporation prior to the closing of the Merger (as defined herein) and in connection therewith change its name to Quanergy Systems, Inc.) (Acquiror), Quanergy Systems, Inc., a Delaware corporation (the Company) and certain of the stockholders of the Company, whose names appear on the signature pages of this Agreement (such stockholders, the Stockholders, and Acquiror, the Company and the Stockholders, each a Party, and collectively, the Parties).
WHEREAS, Acquiror, the Company and CITIC Capital Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Acquiror (Merger Sub), have entered into an Agreement and Plan of Merger dated as of June 21, 2021 (as amended, supplemented, restated or otherwise modified from time to time, the Merger Agreement; capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to them in the Merger Agreement), pursuant to which (and subject to the terms and conditions set forth therein) Merger Sub will merge with and into the Company, with the Company surviving the merger (the Merger);
WHEREAS, as of the date hereof, each Stockholder is the record and beneficial owner (as such term is used herein, within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the Exchange Act)) of, and is entitled to dispose of and vote the number of shares of Company Common Stock and Company Preferred Stock set forth opposite such Stockholders name on Schedule 1 of this Agreement (collectively, with respect to each Stockholder, such Stockholders Owned Shares), and such Owned Shares, together with (1) any additional shares of Company Common Stock and Company Preferred Stock (or any securities convertible into or exercisable or exchangeable for Company Common Stock or Company Preferred Stock) in which such Stockholder acquires record and beneficial ownership after the date hereof, including by purchase, as a result of a stock dividend, stock split, recapitalization, combination, reclassification, exchange or change of such shares, or upon exercise or conversion of any securities and (2) any additional shares of Company Common Stock and Company Preferred Stock with respect to which such Stockholder has or acquires the right to vote, whether or not through a proxy (the Covered Shares);
WHEREAS, pursuant to their terms, upon consummation of the Merger, each of the following agreements will automatically terminate without any further action on the part of the parties thereto pursuant to their respective terms: (i) that certain Amended and Restated Investor Rights Agreement, dated October 17, 2018, by and among the Company and the Investors (as defined therein) (the Investor Rights Agreement), (ii) that certain Amended and Restated Voting Agreement, dated October 17, 2018, by and among the Company and the Stockholders (as defined therein) (the Voting Agreement) and (iii) that certain Amended and Restated Right of First Refusal and Co-Sale Agreement, dated October 17, 2018, by and among the Company and the Investors (as defined therein) (the ROFR Agreement and, together with the Investor Rights Agreement and the Voting Agreement, the Investment Agreements); and
WHEREAS, as a condition and inducement to the willingness of Acquiror and Merger Sub to enter into the Merger Agreement, the Company and the Stockholders are entering into this Agreement.