QUANERGY SYSTEMS, INC. and CONTINENTAL STOCK TRANSFER & TRUST, LLC, as Warrant Agent Warrant Agency Agreement Dated as of , 2022Warrant Agency Agreement • October 24th, 2022 • Quanergy Systems, Inc. • Motor vehicle parts & accessories • New York
WARRANT AGENCY AGREEMENT, dated as of , 2022 (“Agreement”), between Quanergy Systems, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), and Continental Stock Transfer & Trust LLC (the “Warrant Agent”).
SHARES OF COMMON STOCK AND WARRANTS OF QUANERGY SYSTEMS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • October 24th, 2022 • Quanergy Systems, Inc. • Motor vehicle parts & accessories • New York
The undersigned, Quanergy Systems, Inc. a company incorporated under the laws of Delaware (the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Maxim Group LLC is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
COMMON STOCK PURCHASE WARRANT QUANERGY SYSTEMS, INC.Common Stock Purchase Warrant • October 24th, 2022 • Quanergy Systems, Inc. • Motor vehicle parts & accessories • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on , 2027 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Quanergy Systems, Inc., a Delaware corporation (the “Company”), up to shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to a Holder’s right to elect to receive a W
