Exhibit 4.1


 





SPECIMEN UNIT CERTIFICATE


 


NUMBER UNITS U- 


 


	SEE REVERSE FOR 

CERTAIN 

DEFINITIONS	Agile Growth Corp.	 


CUSIP [ ] 


 


UNITS CONSISTING OF ONE CLASS A ORDINARY
SHARE AND ONE-THIRD OF ONE REDEEMABLE




WARRANT TO PURCHASE ONE CLASS A ORDINARY SHARE


 


THIS CERTIFIES ____________________ is the owner of __________ Units.


 


Each Unit (“Unit”) consists of one (1) Class A ordinary
share, par value $0.0001 per share (“Ordinary Shares”), of Agile Growth Corp., a Cayman Islands exempted company (the
 “Company”), and one-third (1/3) of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant
entitles the holder to purchase one (1) Ordinary Share for $11.50 per share (subject to adjustment). Each Warrant will become exercisable
on the later of (i) thirty (30) days after the Company’s completion of a merger, share exchange, asset acquisition, share
purchase, reorganization or other similar business combination with one or more businesses (each, a “Business Combination”),
and (ii) twelve (12) months from the closing of the Company’s initial public offering, and will expire unless exercised before
5:00 p.m., New York City Time, on the date that is five (5) years after the date on which the Company completes its initial Business
Combination, or earlier upon redemption or liquidation (the “Expiration Date”). The Ordinary Shares and Warrants comprising
the Units represented by this certificate are not transferable separately prior to                    ,
2021, unless Citigroup Global Markets Inc. and Jefferies LLC elect to allow earlier separate trading, subject to the Company’s
filing with the Securities and Exchange Commission of a Current Report on Form 8-K containing an audited balance sheet reflecting
the Company’s receipt of the gross proceeds of the initial public offering and issuing a press release announcing when separate
trading will begin. No fractional warrants will be issued upon separation of the Units and only whole warrants are exerciseable.
The terms of the Warrants are governed by a Warrant Agreement, dated as of                    ,
2021, between the Company and Continental Stock Transfer & Trust Company, as Warrant Agent, and are subject to the terms and
provisions contained therein, all of which terms and provisions the holder of this certificate consents to by acceptance hereof.
Copies of the Warrant Agreement are on file at the office of the Warrant Agent at 1 State Street, 30th Floor, New York, New York
10004, and are available to any Warrant holder on written request and without cost.


 


Upon the consummation of the Business Combination,
the Units represented by this certificate will automatically separate into the Class A Ordinary Shares and Warrants comprising
such Units.


 


This certificate is not valid unless countersigned
by the Transfer Agent and Registrar of the Company.


 


This certificate shall be governed by and
construed in accordance with the internal laws of the State of New York.


 


Witness the facsimile signatures of its
duly authorized officers.


 


	By 	 	 	 
	 	President	 	Chief Financial Officer









 






     


     


    

 


Agile Growth Corp.


 


The Company will furnish without charge
to each unitholder who so requests, a statement of the powers, designations, preferences and relative, participating, optional
or other special rights of each class of stock or series thereof of the Company and the qualifications, limitations, or restrictions
of such preferences and/or rights.


 


The following abbreviations, when used in
the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable
laws or regulations:


 


	TEN

 COM	—	as tenants in

 common	UNIF GIFT MIN 

ACT—	
	Custodian 	

	TEN 

ENT	—	as tenants by the

 entireties	 	(Cust)	 	(Minor)
	JT TEN 	—	as joint tenants with

 right of survivorship

 and not as tenants in

 common	 	
        under Uniform Gifts

        to Minors Act

	

	(State)


 


Additional abbreviations may also be used
though not in the above list.


 


For value received,
__________________ hereby sells, assigns and transfers unto _________________________


 


 


(PLEASE INSERT
SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE)


 





 


(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)


 












 


 


 


 


 


_________________________ Units represented by the within
Certificate, and hereby irrevocably constitutes and appoints _____________________ Attorney to transfer said Units on the books
of the within named Company with full power of substitution in the premises.


 


	Dated:_____________	 
	
        

         
	
         Shareholder

         

        Notice: The signature
to this assignment must correspond with the name as written upon the face of the certificate in every particular, without alteration
or enlargement or any change whatever. 



 


	Signature(s) Guaranteed:	                                                  
	 	                                              
	THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 (OR ANY SUCCESSOR RULE)).	                                                                                                          


 






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In each case, as more fully described in the Company’s
final prospectus dated                      ,
2021, the holder(s) of this certificate shall be entitled to receive a pro-rata portion of certain funds held in the trust account
established in connection with the Company’s initial public offering only in the event that (i) the Company redeems the
Ordinary Shares sold in its initial public offering and liquidates because it does not consummate an initial business combination
within the period of time set forth in the Company’s amended and restated memorandum and articles of association, as the
same may be amended from time to time, (ii) the Company redeems the Ordinary Shares sold in its initial public offering in connection
with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (A) that would
modify the substance or timing of the Company’s obligation to provide holders of the Ordinary Shares the right to have their
shares redeemed in connection with the Company’s initial business combination or to redeem 100% of the Ordinary Shares if
the Company does not complete its initial business combination within the time period set forth therein or (B) with respect to
any other provision relating to the rights of holders of the Ordinary Shares, or (iii) if the holder(s) seek(s) to redeem for
cash his, her or its respective Ordinary Shares in connection with a tender offer (or proxy solicitation, solely in the event
the Company seeks shareholder approval of the proposed initial business combination) setting forth the details of a proposed initial
business combination. In no other circumstances shall the holder(s) have any right or interest of any kind in or to the trust
account.


 




 



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