PRIVATE WARRANT AGREEMENT
C&W ACQUISITION CORP.
CONTINENTAL STOCK TRANSFER & TRUST COMPANY
Dated , 2021
THIS WARRANT AGREEMENT (this Agreement), dated , 2021, is by and between C&W Acquisition Corp., a Cayman Islands exempted company (the Company), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the Warrant Agent).
WHEREAS, it is proposed that the Company enter into that certain Private Placement Warrants Purchase Agreement, with C&W Acquisition Corp. Sponsor, L.L.C., a Cayman Islands limited liability company (the Sponsor), pursuant to which the Sponsor will purchase an aggregate of 5,666,667 warrants (or up to 6,166,667 warrants if the underwriters in the Public Offering (defined below) exercise their Over-allotment Option (as defined below) in full) simultaneously with the closing of the Public Offering (and the closing of the Over-allotment Option, if applicable), bearing the legend set forth in Exhibit B hereto (such warrants, together with the Working Capital Warrants (as defined below), the Warrants) at a purchase price of $1.50 per Warrant. Each Warrant entitles the holder thereof to purchase one Class A ordinary share of the Company, par value $0.0001 per share (Ordinary Shares), at a price of $11.50 per share, subject to adjustment as described herein; and
WHEREAS, in order to finance the Companys transaction costs in connection with an intended initial merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination, involving the Company and one or more businesses (a Business Combination), the Sponsor or an affiliate of the Sponsor or certain of the Companys officers and directors may, but are not obligated to, loan the Company funds as the Company may require, of which up to $1.5 million of such loans may be convertible into Warrants of the post Business Combination at a price of $1.50 per Warrant (the Working Capital Warrants); and
WHEREAS, the Company is engaged in an initial public offering (the Public Offering) of units of the Companys equity securities, each such unit comprised of one Ordinary Share and one-quarter of one public warrant to public investors in the Public Offering; and
WHEREAS, the Company has filed with the Securities and Exchange Commission (the Commission) registration statement on Form S-1, File No. 333-254188, and a prospectus (the Prospectus), for the registration, under the Securities Act of 1933, as amended (the Securities Act), of the units, the public warrants and the Ordinary Shares included in the units; and
WHEREAS, the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants; and
WHEREAS, the Company desires to provide for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised, and the respective rights, limitation of rights, and immunities of the Company, the Warrant Agent and the holders of the Warrants; and
WHEREAS, all acts and things have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company and countersigned by or on behalf of the Warrant Agent (if a physical certificate is issued), as provided herein, the valid, binding and legal obligations of the Company, and to authorize the execution and delivery of this Agreement.