EX-10.3



 Exhibit 10.3 

 
 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT

  
 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”). 
  
 WHEREAS, the Company intends to consummate an initial public offering of the Company’s units (the “Public Offering”), each unit consisting of one Class A ordinary
share of the Company, par value $0.0001 per share (each, a “Share”), and one-quarter of one redeemable warrant, each whole warrant entitling the holder to purchase one Share at an
exercise price of $11.50 per Share, as set forth in the Company’s Registration Statement on Form S-1, filed with the U.S. Securities and Exchange Commission
(the “SEC”), File Number 333-254188 under the Securities Act of 1933, as amended (the “Securities Act”). 

 
 WHEREAS, the Purchaser has agreed to purchase an aggregate of
5,666,667 warrants (or up to 6,166,667 warrants if the underwriters’ over-allotment option in connection with the Public Offering is exercised by the underwriters in full) (the “Private Placement Warrants”), each
Private Placement Warrant entitling the holder to purchase one Share at an exercise price of $11.50 per Share, at a price of $1.50 per warrant, subject to adjustment. 

 
 NOW THEREFORE, in consideration of the mutual promises
contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby, intending legally to be bound, agree as follows: 

 
 AGREEMENT 

 

Section 1.                Authorization, Purchase
and Sale; Terms of the Private Placement Warrants. 
  
 A.                Authorization of the Private Placement Warrants.  The Company has duly authorized the
issuance and sale of the Private Placement Warrants to the Purchaser. 
  
 B.                Purchase and Sale of the Private Placement Warrants. 

 

(i)                On the date of the consummation of the
Public Offering (the “IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 5,666,667 Private Placement Warrants at a price of $1.50 per warrant for an
aggregate purchase price of $8,500,000 (the “Purchase Price”). The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds in the following amounts: (i) $3,500,000 to the Company at a
financial institution to be chosen by the Company, and (ii) $5,000,000 to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), in each case in
accordance with the Company’s wiring instructions, at least one (1) business day prior to the IPO Closing Date. On the IPO Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company, at its
option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. 

 

(ii)                On the date of the closing of the
option to purchase additional units, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Option Closing Date”, and each Option Closing Date
(if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 500,000 Private Placement Warrants (or, to the extent the option to
purchase additional units is not exercised in full, a lesser number of Private Placement Warrants in proportion to portion of the option that is exercised) at a price of $1.50 per warrant for an aggregate purchase price of up to $750,000
(the “Option Purchase Price”). The Purchaser shall pay the Option Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Trust Account, at least one
(1) business day prior to the Option Closing Date. On the Option Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company shall, at its option, deliver a certificate evidencing the Private Placement
Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. 








C.                Terms of the Private Placement
Warrants. 
  

(i)                Each Private Placement Warrant shall
have the terms set forth in a Private Warrant Agreement to be entered into by the Company and a warrant agent on the IPO Closing Date, in connection with the Public Offering (the “Private Warrant Agreement”).

  

(ii)                On the IPO Closing Date, the
Company and the Purchaser shall enter into a registration and shareholder rights agreement (the “Registration and Shareholder Rights Agreement”) pursuant to which the Company will grant certain registration rights to the
Purchaser relating to the Private Placement Warrants and the Shares underlying the Private Placement Warrants. 
  

Section
2.                Representations and Warranties of the Company.  As a material inducement to the Purchaser to enter
into this Agreement and purchase the Private Placement Warrants, the Company hereby represents and warrants to the Purchaser (which representations and warranties shall survive the Closing Date) that: 

 

A.                Incorporation and Corporate
Power.  The Company is an exempted company duly incorporated, validly existing and in good standing under the laws of the Cayman Islands and is qualified to do business in every jurisdiction in which the failure to so qualify would
reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the Company. The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated
by this Agreement and the Private Warrant Agreement. 
  
 B.                Authorization; No Breach. 

 

(i)                The execution, delivery and
performance of this Agreement and the Private Placement Warrants have been duly authorized by the Company as of the Closing Date. 
  

This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms, subject to bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general equitable principles (whether considered in a proceeding in equity or law). Upon issuance in
accordance with, and payment pursuant to, the terms of the Private Warrant Agreement and this Agreement, the Private Placement Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of
the Closing Date. 
  

(ii)                The execution and delivery by the
Company of this Agreement and the Private Placement Warrants, the issuance and sale of the Private Placement Warrants, the issuance of the Shares upon exercise of the Private Placement Warrants and the fulfillment of and compliance with the
respective terms hereof and thereof by the Company, do not and will not as of the Closing Date (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the
creation of any lien, security interest, charge or encumbrance upon the Company’s share capital or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption or other action by or notice
or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to the memorandum and articles of association of the Company (in effect on the date hereof or as may be amended prior to completion of the Public
Offering) or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except for any filings required after the date hereof under federal or state
securities laws. 
  

C.                Title to
Securities.  Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Private Warrant Agreement, and upon registration in the Company’s register of members, the Shares issuable upon exercise of the
Private Placement Warrants will be duly and validly issued, fully paid and nonassessable. On the date of issuance of the Private Placement Warrants, the Shares issuable upon exercise of the Private Placement Warrants shall have been reserved for
issuance. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Private Warrant Agreement, and upon registration in the Company’s register of members, the Purchaser will have good title to the Private Placement
Warrants purchased by it and the Shares issuable upon exercise of such Private Placement Warrants, free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions hereunder and under the other agreements
contemplated hereby, (ii) transfer restrictions under federal and state securities laws, and (iii) liens, claims or encumbrances imposed due to the actions of the Purchaser. 

  
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D.                Governmental
Consents.  No permit, consent, approval or authorization of, or declaration to or filing with, any governmental authority is required in connection with the execution, delivery and performance by the Company of this Agreement or the
consummation by the Company of any other transactions contemplated hereby. 
  
 E.                Regulation D Qualification.  Neither the Company nor, to its actual knowledge, any of its
affiliates, members, officers, directors or beneficial shareholders of 20% or more of its outstanding securities, has experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities Act. 

 

Section 3.             
   Representations and Warranties of the Purchaser.  As a material inducement to the Company to enter into this Agreement and issue and sell the Private Placement Warrants to the Purchaser, the Purchaser hereby
represents and warrants to the Company (which representations and warranties shall survive the Closing Date) that: 
  

A.                Organization and Requisite
Authority.  The Purchaser possesses all requisite power and authority necessary to carry out the transactions contemplated by this Agreement. 
  

B.                Authorization; No Breach.

  

(i)                This Agreement constitutes a valid and
binding obligation of the Purchaser, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’
rights and to general equitable principles (whether considered in a proceeding in equity or law). 
  
 (ii)                The execution and delivery by the Purchaser of this Agreement and the fulfillment of and compliance with
the terms hereof by the Purchaser does not and shall not as of the Closing Date (a) conflict with or result in a breach by the Purchaser of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the
creation of any lien, security interest, charge or encumbrance upon the Purchaser’s equity or assets under, (d) result in a violation of, or (e) require authorization, consent, approval, exemption or other action by or notice or
declaration to, or filing with, any court or administrative or governmental body or agency pursuant to the Purchaser’s organizational documents in effect on the date hereof or as may be amended prior to completion of the contemplated Public
Offering, or any material law, statute, rule or regulation to which the Purchaser is subject, or any agreement, instrument, order, judgment or decree to which the Purchaser is subject, except for any filings required after the date hereof under
federal or state securities laws. 
  

C.                Investment Representations.

  

(i)                The Purchaser is acquiring the Private
Placement Warrants and, upon exercise of the Private Placement Warrants, the Shares issuable upon such exercise (collectively, the “Securities”) for its own account, for investment purposes only and not with a view
towards, or for resale in connection with, any public sale or distribution thereof. 
  
 (ii)                The Purchaser is an “accredited investor” as such term is defined in
Rule 501(a)(3) of Regulation D, and the Purchaser has not experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities Act. 
  
 (iii)                The
Purchaser understands that the Securities are being offered and will be sold to it in reliance on specific exemptions from the registration requirements of the United States federal and state securities laws and that the Company is relying upon the
truth and accuracy of, and the Purchaser’s compliance with, the representations and warranties of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire such
Securities. 

  
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(iv)                The Purchaser did not decide to enter
into this Agreement as a result of any general solicitation or general advertising within the meaning of Rule 502(c) under the Securities Act. 
  

(v)                The Purchaser has been furnished with
all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Securities which have been requested by the Purchaser. The Purchaser has been afforded the opportunity to ask
questions of the executive officers and directors of the Company. The Purchaser understands that its investment in the Securities involves a high degree of risk and it has sought such accounting, legal and tax advice as it has considered necessary
to make an informed investment decision with respect to the acquisition of the Securities. 
  
 (vi)                The Purchaser understands that no United States federal or state agency or any other government or
governmental agency has passed on or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the Securities by the Purchaser nor have such authorities passed upon or endorsed the merits of the
offering of the Securities. 
  

(vii)                The Purchaser understands that:
(a) the Securities have not been and are not being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (1) subsequently registered thereunder or
(2) sold in reliance on an exemption therefrom; and (b) except as specifically set forth in the Registration and Shareholder Rights Agreement, neither the Company nor any other person is under any obligation to register the Securities
under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. In this regard, the Purchaser understands that the SEC has taken the position that promoters or affiliates of a blank check
company and their transferees, both before and after an initial Business Combination, are deemed to be “underwriters” under the Securities Act when reselling the securities of a blank check company. Based on that position,
Rule 144 adopted pursuant to the Securities Act would not be available for resale transactions of the Securities despite technical compliance with the requirements of such Rule, and the Securities can be resold only through a registered
offering or in reliance upon another exemption from the registration requirements of the Securities Act. 
  

(viii)                The Purchaser has such knowledge
and experience in financial and business matters, knowledge of the high degree of risk associated with investments in the securities of companies in the development stage such as the Company, is capable of evaluating the merits and risks of an
investment in the Securities and is able to bear the economic risk of an investment in the Securities in the amount contemplated hereunder for an indefinite period of time. The Purchaser has adequate means of providing for its current financial
needs and contingencies and will have no current or anticipated future needs for liquidity which would be jeopardized by the investment in the Securities. The Purchaser can afford a complete loss of its investments in the Securities. 

 

(ix)                The Purchaser understands that the
Private Placement Warrants shall bear the legend substantially in the form set forth in the Private Warrant Agreement. 
  

Section 4.             
   Conditions of the Purchaser’s Obligations.  The obligations of the Purchaser to purchase and pay for the Private Placement Warrants are subject to the fulfillment, on or before the Closing Date, of each of
the following conditions: 
  

A.                Representations and
Warranties.  The representations and warranties of the Company contained in Section 2 shall be true and correct at and as of the Closing Date as though then made. 

 

B.                Performance.  The
Company shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by it on or before the Closing Date. 

 

C.                No Injunction.  No
litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization
having authority over the matters contemplated hereby, which prohibits the consummation of any of the transactions contemplated by this Agreement or the Private Warrant Agreement. 

  
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D.                Private Warrant Agreement and
Registration and Shareholder Rights Agreement.  The Company shall have entered into the Private Warrant Agreement, in the form of Exhibit A hereto, and the Registration and Shareholder Rights Agreement, in the form of
Exhibit B hereto, in each case on terms satisfactory to the Purchaser. 
  
     Section 5.                Conditions of the
Company’s Obligations.  The obligations of the Company to the Purchaser under this Agreement are subject to the fulfillment, on or before the Closing Date, of each of the following conditions: 

 

A.                Representations and
Warranties.  The representations and warranties of the Purchaser contained in Section 3 shall be true and correct at and as of the Closing Date as though then made. 

 

B.                Performance.  The
Purchaser shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by the Purchaser on or before the Closing Date. 

 

C.                Corporate
Consents.  The Company shall have obtained the consent of its Board of Directors authorizing the execution, delivery and performance of this Agreement and the Private Warrant Agreement and the issuance and sale of the Private Placement
Warrants hereunder. 
  

D.                No Injunction.  No
litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization
having authority over the matters contemplated hereby, which prohibits the consummation of any of the transactions contemplated by this Agreement or the Private Warrant Agreement. 

 

E.                Private Warrant
Agreement.  The Company shall have entered into the Private Warrant Agreement. 
  
 Section 6.                Miscellaneous. 

 

A.                Successors and
Assigns.  Except as otherwise expressly provided herein, all covenants and agreements contained in this Agreement by or on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors of the
parties hereto whether so expressed or not. Notwithstanding the foregoing or anything to the contrary herein, the parties may not assign this Agreement, other than assignments by the Purchaser to affiliates thereof (including, without limitation one
or more of its members). 
  

B.                Severability.  Whenever
possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision
shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement. 
  

C.                Counterparts.  This
Agreement may be executed simultaneously in two or more counterparts, none of which need contain the signatures of more than one party, but all such counterparts taken together shall constitute one and the same agreement. Signatures to this
Agreement transmitted via facsimile or e-mail shall be valid and effective to bind the party so signing. 
  

D.                Descriptive Headings;
Interpretation.  The descriptive headings of this Agreement are inserted for convenience only and do not constitute a substantive part of this Agreement. The use of the word “including” in this Agreement shall be by way of
example rather than by limitation. 
  

E.                Governing Law.  This
Agreement shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the internal laws of the State of New York, without giving effect to conflicts of law
principles that would result in the application of the laws of another jurisdiction. 
  
 F.                Amendments.  This Agreement may not be amended, modified or waived as to any particular
provision, except by a written instrument executed by the parties hereto. 
  
 [Signature page follows] 

  
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 IN WITNESS WHEREOF, the parties hereto have executed this Agreement. 

 

					
	 COMPANY:

	
	 C&W ACQUISITION CORP.

		
	 By:
	 	 
		 	 Name:
	 	 Nathanial Robinson

		 	 Title:
	 	 Chief Executive Officer

	
	 PURCHASER:

	
	 C&W ACQUISITION CORP. SPONSOR, L.L.C.

		
	 By:
	 	 
		 	 Name:
	 	 Nathaniel Robinson

		 	 Title:
	 	 Chief Executive Officer




  
 



 








 EXHIBIT A 

 
 Private Warrant Agreement 







 EXHIBIT B 

 
 Registration and Shareholder Rights Agreement