C&W Acquisition Corp. Chicago, IL 60606 February 25, 2021Securities Subscription Agreement • March 12th, 2021 • C&W Acquisition Corp. • New York
This agreement (this “Agreement”) is entered into on February 25, 2021 by and between C&W Acquisition Corp. Sponsor, L.L.C., a Cayman Islands limited liability company (the “Subscriber” or “you”), and C&W Acquisition Corp., a Cayman Islands exempted company (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 7,187,500 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 937,500 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
INDEMNITY AGREEMENTIndemnity Agreement • July 22nd, 2021 • C&W Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [•], 2021, by and between C&W Acquisition Corp., a Cayman Islands exempted company (the “Company”), and [•] (“Indemnitee”).
PUBLIC WARRANT AGREEMENT C&W ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [•], 2021Warrant Agreement • August 23rd, 2021 • C&W Acquisition Corp. • Blank checks • New York
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”).
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • July 22nd, 2021 • C&W Acquisition Corp. • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of [•], 2021, is made and entered into by and among C&W Acquisition Corp., a Cayman Islands exempted company (the “Company”) and C&W Acquisition Corp. Sponsor, L.L.C., a Cayman Islands limited liability company (the “Sponsor”). The Sponsor, and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, shall each be a “Holder” and collectively shall be the “Holders”.
C&W Acquisition Corp. 25,000,000 Units1 UNDERWRITING AGREEMENTUnderwriting Agreement • July 22nd, 2021 • C&W Acquisition Corp. • Blank checks • New York
C&W Acquisition Corp., a Cayman Islands exempted company (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom Citigroup Global Markets Inc. and BofA Securities, Inc. are acting as Representatives (the “Representatives”), an aggregate of 25,000,000 units (the “Units”) of the Company (said Units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”) (the “Offering”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,750,000 additional Units to cover over-allotments (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singular or plur
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 22nd, 2021 • C&W Acquisition Corp. • Blank checks • New York
PRIVATE WARRANT AGREEMENT C&W ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [•], 2021Warrant Agreement • July 22nd, 2021 • C&W Acquisition Corp. • Blank checks • New York
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”).
C&W Acquisition Corp. West Wacker Drive, Suite 3000 Chicago, IL 60606Underwriting Agreement • July 22nd, 2021 • C&W Acquisition Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among C&W Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Citigroup Global Markets Inc. and BofA Securities, Inc., as the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 25,000,000 of the Company’s units (and up to an additional 3,750,000 units that may be purchased pursuant to the Underwriters’ option to purchase additional units, the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-quarter of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration state
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • July 22nd, 2021 • C&W Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of [·], 2021, is entered into by and between C&W Acquisition Corp., a Cayman Islands exempted company (the “Company”), and C&W Acquisition Corp. Sponsor, L.L.C., a Cayman Islands limited liability company (the “Purchaser”).
C&W ACQUISITION CORP.Office Space and Support Services Agreement • July 22nd, 2021 • C&W Acquisition Corp. • Blank checks
