0001493152-22-020379 Sample Contracts

PROTONIQ ACQUISITION CORP
PROTONIQ Acquisition Corp • July 27th, 2022 • Blank checks

This agreement (the “Agreement”) is entered into on April 5, 2022, by and between PROTONIQ LLC, a Cayman Islands limited liability company (the “Subscriber” or “you”), and PROTONIQ Acquisition Corp, a Cayman Islands 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 Class B ordinary shares, $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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WARRANT AGREEMENT between PROTONIQ ACQUISITION CORP and CONTINENTAL STOCK TRANSFER & TRUST COMPANY
Warrant Agreement • July 27th, 2022 • PROTONIQ Acquisition Corp • Blank checks • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated as of July [ ], 2022, is by and between PROTONIQ Acquisition Corp, a Cayman Islands exempted company with registration number 388159 (the “Company”), and Continental Stock Transfer & Trust Company, a limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”, also referred to herein as the “Transfer Agent”).

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