SUBSCRIPTION AGREEMENTSubscription Agreement • June 22nd, 2021 • CITIC Capital Acquisition Corp. • Blank checks • Delaware
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on June 21, 2021, by and between CITIC Capital Acquisition Corp., a Cayman Islands exempted company (which shall be domesticated as a Delaware corporation prior to the closing of the Transaction (as defined herein) and in connection therewith change its name to Quanergy Systems, Inc.) (the “Company”), and the undersigned subscriber (“Subscriber”).
FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 22nd, 2021 • CITIC Capital Acquisition Corp. • Blank checks • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [•], 2021, is made and entered into by and among Quanergy Systems, Inc., a Delaware corporation (the “Company”) (formerly known as CITIC Capital Acquisition Corp., a Cayman Islands exempted company limited by shares prior to its domestication as a Delaware corporation), CITIC Capital Acquisition LLC, a Cayman Islands limited liability company (the “Sponsor”), [[•], a [•] limited liability company (the “Sponsor PIPE Purchaser”)], the members of the Sponsor, the Sponsor PIPE Purchaser identified on the signature pages hereto (such members, the “Sponsor Members”), certain former stockholders of Quanergy Systems, Inc., a Delaware corporation (“Quanergy”) identified on the signature pages hereto (such stockholders, the “Quanergy Holders”), Fanglu Wang, Eric Chan, Henri Arif, Ross Haghighat and Mark Segall (together with Fanglu Wang, Eric Chan, Henri Arif and Ross Haghighat, the “Director Holders” and, co
AGREEMENT AND PLAN OF MERGER by and among CITIC CAPITAL ACQUISITION CORP., CITIC CAPITAL MERGER SUB INC., and QUANERGY SYSTEMS, INC. dated as of June 21, 2021Agreement and Plan of Merger • June 22nd, 2021 • CITIC Capital Acquisition Corp. • Blank checks • Delaware
This Agreement and Plan of Merger, dated as of June 21, 2021 (this “Agreement”), is made and entered into by and among CITIC Capital Acquisition Corp., an exempted company incorporated in the Cayman Islands with limited liability (which shall migrate to and domesticate as a Delaware corporation prior to the Closing (as defined below)) (“Acquiror”), CITIC Capital Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of Acquiror (“Merger Sub”), and Quanergy Systems, Inc., a Delaware corporation (the “Company”).
SUPPORT AGREEMENTSupport Agreement • June 22nd, 2021 • CITIC Capital Acquisition Corp. • Blank checks • Delaware
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”).
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • June 22nd, 2021 • CITIC Capital Acquisition Corp. • Blank checks • Delaware
This Sponsor Support Agreement (this “Sponsor Agreement”) is dated as of June 21, 2021, by and among CITIC Capital Acquisition LLC, a Cayman Islands limited liability company (the “Sponsor Holdco”), the Persons set forth on Schedule I hereto (together with the Sponsor Holdco, each, a “Sponsor” and, together, the “Sponsors”), CITIC Capital Acquisition Corp., a Cayman Islands exempted company limited by shares (which shall domesticate as a Delaware corporation prior to the Closing (as defined in the Merger Agreement (as defined below))) (“Acquiror”), and Quanergy Systems, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.
