0000950123-22-003681 Sample Contracts

WARRANT AGREEMENT
Warrant Agreement • March 30th, 2022 • CE Energy Acquisition Corp. • Blank checks • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated as of [____], 2022, is by and between CE Energy Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).

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CE Energy Acquisition Corp. Charleston, WV 25302
CE Energy Acquisition Corp. • March 30th, 2022 • Blank checks • New York

This agreement (the “Agreement”) is entered into on December 28, 2021 by and between CE Energy Sponsors LLC, a Delaware limited liability company (the “Subscriber” or “you”), and CE Energy Acquisition Corp. a Delaware corporation (the “Company”, “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 2,875,000 shares of common stock, $0.0001 par value per share (the “Shares”), up to 375,000 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:

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