PUBLIC 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, 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 Warrant (as defined below) (the Units) and, in connection therewith, has determined to issue and deliver up to 7,187,500 redeemable warrants (including up to 937,500 redeemable warrants subject to the Over-allotment Option) to public investors in the Public Offering (the Warrants). Each whole Warrant entitles the holder thereof to purchase one Class A ordinary share of the Company, par value $0.0001 per share (Ordinary Shares), for $11.50 per share, subject to adjustment as described herein. Only whole Warrants are exercisable. A holder of the Warrants will not be able to exercise any fraction of a Warrant; and
WHEREAS, the Company has filed with the Securities and Exchange Commission (the Commission) registration statement on Form S-1, File No. 333-254188 (the Registration Statement), and a prospectus (the Prospectus), for the registration, under the Securities Act of 1933, as amended (the Securities Act), of the Units, the 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.
NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:
1. Appointment of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company for the Warrants, and the Warrant Agent hereby accepts such appointment and agrees to perform the same in accordance with the terms and conditions set forth in this Agreement.
2.1 Form of Warrant. Each Warrant shall initially be issued in registered form only.