Exhibit 4.4


 


WARRANT AGREEMENT


 


Agile
Growth Corp.


 


and


 


CONTINENTAL STOCK TRANSFER & TRUST COMPANY


 


Dated March 9, 2021


 


THIS WARRANT AGREEMENT (this “Agreement”),
dated March 9, 2021, is by and between Agile Growth Corp., a Cayman Islands exempted company (the “Company”),
and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity,
the “Warrant Agent”).


 


WHEREAS, it is
proposed that the Company enter into that certain Private Placement Warrants Purchase Agreement, with Agile Growth Sponsor, LLC,
a Delaware limited liability company (the “Sponsor”), pursuant
to which the Sponsor will purchase an aggregate of 6,066,667 warrants (or up to 6,666,667
warrants if the underwriters in the Offering (as defined below) exercise their Over-allotment Option (as defined below) in full)
simultaneously with the closing of the Offering (and the closing of the Over-allotment Option, if applicable), bearing the
legend set forth in Exhibit B hereto (the “Private Placement Warrants”) at a purchase
price of $1.50 per Private Placement Warrant. Each Private Placement Warrant entitles the holder thereof to purchase one Ordinary
Share (as defined below) at a price of $11.50 per share, subject to adjustment as described herein; and


 


WHEREAS,
in order to finance the Company’s transaction costs in connection with an intended initial merger, share exchange, asset
acquisition, share purchase, reorganization or similar business combination, involving the Company and one or more businesses
(a “Business Combination”), the Sponsor or an affiliate of the Sponsor or certain of the Company’s
officers and directors may, but are not obligated to, loan the Company funds as the Company may require, of which up to $1,500,000
of such loans may be convertible into up to an additional 1,000,000 Private Placement Warrants at a price of $1.50 per Private
Placement Warrant; and


 


WHEREAS, the Company is engaged in an initial
public offering (the “Offering”) of units of the Company’s equity securities, each such unit comprised
of one Ordinary Share and one-third of one Public Warrant (as defined below) (the “Units”) and, in connection
therewith, has determined to issue and deliver up to 11,500,000 redeemable warrants (including up to 1,500,000 redeemable warrants
subject to the Over-allotment Option) to public investors in the Offering (the “Public Warrants” and,
together with the Private Placement Warrants, the “Warrants”). Each whole Warrant entitles the holder
thereof to purchase one Class A ordinary share of the Company, par value $0.0001 per share (“Ordinary Shares”),
for $11.50 per share, subject to adjustment as described herein. Only whole Warrants are exercisable. A holder of the Public Warrants
will not be able to exercise any fraction of a Warrant; and


 


WHEREAS, the Company has filed with the
Securities and Exchange Commission (the “Commission”) registration statement on Form S-1, File No. 333-252655,
and a prospectus (the “Prospectus”), for the registration, under the Securities Act of 1933, as amended
(the “Securities Act”), of the Units, the Public Warrants and the Ordinary Shares included in the Units;
and


 


WHEREAS, the Company desires the Warrant
Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration,
transfer, exchange, redemption and exercise of the Warrants; and


 


WHEREAS, the Company desires to provide
for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised, and the respective rights,
limitation of rights, and immunities of the Company, the Warrant Agent and the holders of the Warrants; and


 


WHEREAS, all acts and things have been
done and performed which are necessary to make the Warrants, when executed on behalf of the Company and countersigned by or
on behalf of the Warrant Agent (if a physical certificate is issued), as provided herein, the valid, binding and legal
obligations of the Company, and to authorize the execution and delivery of this Agreement.


 






     


     


    

 


NOW, THEREFORE, in consideration of the
mutual agreements herein contained, the parties hereto agree as follows:


 


1.                  
Appointment of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company
for the Warrants, and the Warrant Agent hereby accepts such appointment and agrees to perform the same in accordance with the terms
and conditions set forth in this Agreement.


 


2.                  
Warrants.


 


2.1.             
Form of Warrant. Each Warrant shall initially be issued in registered form only.


 


2.2.             
Effect of Countersignature. If a physical certificate is issued, unless and until countersigned by the Warrant
Agent pursuant to this Agreement, a certificated Warrant shall be invalid and of no effect and may not be exercised by the holder
thereof.


 


2.3.             
Registration.


 


2.3.1.        
Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”),
for the registration of original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants
in book-entry form, the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such
denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the Company. Ownership of beneficial
interests in the Public Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained
by institutions that have accounts with The Depository Trust Company (the “Depositary”) (such institution,
with respect to a Warrant in its account, a “Participant”).


 


If the Depositary subsequently ceases to
make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding making
other arrangements for book-entry settlement. In the event that the Public Warrants are not eligible for, or it is no longer necessary
to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary
to deliver to the Warrant Agent for cancellation each book-entry Public Warrant, and the Company shall instruct the Warrant Agent
to deliver to the Depositary definitive certificates in physical form evidencing such Warrants (“Definitive Warrant
Certificates”) which shall be in the form annexed hereto as Exhibit A.


 


Physical certificates, if issued, shall
be signed by, or bear the facsimile signature of, the Chairman of the Board, Chief Executive Officer, President, Chief Financial
Officer, Chief Operating Officer, General Counsel, Secretary or other principal officer of the Company. In the event the person
whose facsimile signature has been placed upon any Warrant shall have ceased to serve in the capacity in which such person signed
the Warrant before such Warrant is issued, it may be issued with the same effect as if he or she had not ceased to be such at the
date of issuance.


 


2.3.2.        
Registered Holder. Prior to due presentment for registration of transfer of any Warrant, the Company and the
Warrant Agent may deem and treat the person in whose name such Warrant is registered in the Warrant Register (the “Registered
Holder”) as the absolute owner of such Warrant and of each Warrant represented thereby, for the purpose of any exercise
thereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.


 






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2.4.              Detachability
of Warrants. The Ordinary Shares and Public Warrants comprising the Units shall begin separate trading on the 52nd day
following the date of the Prospectus or, if such 52nd day is not on a day, other than a Saturday, Sunday or federal holiday,
on which banks in New York City are generally open for normal business (a “Business Day”), then on
the immediately succeeding Business Day following such date, or earlier (the “Detachment Date”)
with the consent of Citigroup Global Markets Inc and Jefferies LLC, but in no event shall the Ordinary Shares and the Public
Warrants comprising the Units be separately traded until (A) the Company has filed a Current Report on Form 8-K with the
Commission containing an audited balance sheet reflecting the receipt by the Company of the gross proceeds of the Offering,
including the proceeds then received by the Company from the exercise by the underwriters of their right to purchase
additional Units in the Offering (the “Over-allotment Option”), if the Over-allotment Option is
exercised prior to the filing of the Current Report on Form 8-K, and (B) the Company issues a press release announcing when
such separate trading shall begin.


 


2.5.             
Fractional Warrants. The Company shall not issue fractional Warrants other than as part of the Units, each
of which is comprised of one Ordinary Share and one-third of one whole Warrant. If, upon the detachment of Public Warrants from
the Units or otherwise, a holder of Warrants would be entitled to receive a fractional Warrant, the Company shall round down to
the nearest whole number the number of Warrants to be issued to such holder.


 


2.6.             
Private Placement Warrants.


 


2.6.1.        
The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by
the Sponsor or any of its Permitted Transferees (as defined below) the Private Placement Warrants: (i) may be exercised for cash
or on a “cashless basis,” pursuant to subsection 3.3.1(c) hereof, (ii) including the Ordinary Shares issuable
upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion
by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1
hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below)
is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the
case of (ii), the Private Placement Warrants and any Ordinary Shares issued upon exercise of the Private Placement Warrants may
be transferred by the holders thereof:


 


(a)                
to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers
or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees of such
affiliates;


 


(b)               
in the case of an individual, by gift to a member of one of the individual’s immediate family, any estate planning
vehicle or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person
or to a charitable organization;


 


(c)                
in the case of an individual, by virtue of laws of descent and distribution upon death of the individual;


 


(d)               
in the case of an individual, pursuant to a qualified domestic relations order;


 


(e)                
by private sales or transfers made in connection with any forward purchase agreement or similar agreement or in connection
with the consummation of the Company’s Business Combination at prices no greater than the price at which the Private Placement
Warrants or Ordinary Shares, as applicable, were originally purchased;


 


(f)                 
pro rata distributions from the Sponsor to its members, partners, or stockholders pursuant to the Sponsor’s
operating agreement;


 


(g)               
by virtue of the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor;


 


(h)               
to the Company for no value for cancellation in connection with the consummation of our initial Business Combination;


 


(i)                 
in the event of the Company’s liquidation prior to the completion of its initial Business Combination; or


 






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(j)                 
 in the event of the Company’s completion of a liquidation, merger, share exchange, reorganization or other
similar transaction which results in all of the public shareholders having the right to exchange their Ordinary Shares for cash,
securities or other property subsequent to the completion of the Company’s initial Business Combination;


 


provided, however, that, in the case of clauses
(a) through (g), these permitted transferees (the “Permitted Transferees”) must enter into a written
agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.


 


3.                  
Terms and Exercise of Warrants.


 


3.1.             
Warrant Price. Each whole Warrant shall entitle the Registered Holder thereof, subject to the provisions of
such Warrant and of this Agreement, to purchase from the Company the number of Ordinary Shares stated therein, at the price of
$11.50 per share, subject to the adjustments provided in Section 4 hereof and in the last sentence of this Section 3.1.
The term “Warrant Price” as used in this Agreement shall mean the price per share (including in cash
or by payment of Warrants pursuant to a “cashless exercise,” to the extent permitted hereunder) described in the prior
sentence at which Ordinary Shares may be purchased at the time a Warrant is exercised. The Company in its sole discretion may lower
the Warrant Price at any time prior to the Expiration Date (as defined below) for a period of not less than fifteen Business Days
(unless otherwise required by the Commission, any national securities exchange on which the Warrants are listed or applicable law);
provided that the Company shall provide at least five days’ prior written notice of such reduction to Registered Holders
of the Warrants; and provided further, that any such reduction shall be identical among all of the Warrants.


 


3.2.             
Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”)
(A) commencing on the later of: (i) the date that is thirty (30) days after the first date on which the Company completes a Business
Combination, and (ii) the date that is twelve (12) months from the date of the closing of the Offering, and (B) terminating at
the earliest to occur of (x) 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, (y) the liquidation of the Company in accordance with the Company’s amended and
restated memorandum and articles of association, as amended from time to time, if the Company fails to complete a Business Combination,
and (z) other than with respect to the Private Placement Warrants then held by the Sponsor or its Permitted Transferees with respect
to a redemption pursuant to Section 6.1 hereof or, if the Reference Value equals or exceeds $18.00 per share (subject to
adjustment in compliance with Section 4 hereof), Section 6.2 hereof, 5:00 p.m., New York City time on the Redemption
Date (as defined below) as provided in Section 6.3 hereof (the “Expiration Date”); provided, however,
that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection
3.3.2 below, with respect to an effective registration statement or a valid exemption therefrom being available. Except with
respect to the right to receive the Redemption Price (as defined below) (other than with respect to a Private Placement Warrant
then held by the Sponsor or its Permitted Transferees in connection with a redemption pursuant to Section 6.1 hereof or,
if the Reference Value equals or exceeds $18.00 per share (subject to adjustment in compliance with Section 4 hereof), Section
6.2 hereof) in the event of a redemption (as set forth in Section 6 hereof), each Warrant (other than a Private Placement
Warrant then held by the Sponsor or its Permitted Transferees in the event of a redemption pursuant to Section 6.1 hereof
or, if the Reference Value equals or exceeds $18.00 per share (subject to adjustment in compliance with Section 4 hereof),
Section 6.2 hereof) not exercised on or before the Expiration Date shall become void, and all rights thereunder and all
rights in respect thereof under this Agreement shall cease at 5:00 p.m. New York City time on the Expiration Date. The Company
in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided that the Company shall
provide at least twenty (20) days prior written notice of any such extension to Registered Holders of the Warrants and, provided
further that any such extension shall be identical in duration among all the Warrants.


 


3.3.             
Exercise of Warrants.


 


3.3.1.         Payment.
Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by
delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the
Warrants to be exercised, or, in the case of a Warrant represented by a book-entry, the Warrants to be exercised (the
 “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the
Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election
to purchase (“Election to Purchase”) any Ordinary Shares pursuant to the exercise of a Warrant,
properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case
of a Book-Entry Warrant, properly delivered by the Participant in accordance with the Depositary’s procedures, and
(iii) the payment in full of the Warrant Price for each Ordinary Share as to which the Warrant is exercised and any and all
applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Ordinary Shares and
the issuance of such Ordinary Shares, as follows:


 






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(a)                
in good certified check or wire payable to the Warrant Agent;


 


(b)               
[Reserved];


 


(c)                
with respect to any Private Placement Warrant, so long as such Private Placement Warrant is held by the Sponsor or
a Permitted Transferee, by surrendering the Warrants for that number of Ordinary Shares equal to (i) if in connection with a redemption
of Private Placement Warrants pursuant to Section 6.2 hereof, as provided in Section 6.2 hereof with respect to a
Make-Whole Exercise and (ii) in all other scenarios the quotient obtained by dividing (x) the product of the number of Ordinary
Shares underlying the Warrants, multiplied by the excess of the “Sponsor Exercise Fair Market Value”
(as defined in this subsection 3.3.1(c)) over the Warrant Price by (y) the Sponsor Exercise Fair Market Value. Solely for
purposes of this subsection 3.3.1(c), the “Sponsor Exercise Fair Market Value” shall mean the
average last reported sale price of the Ordinary Shares for the ten (10) trading days ending on the third (3rd)
trading day prior to the date on which notice of exercise of the Private Placement Warrant is sent to the Warrant Agent;


 


(d)               
as provided in Section 6.2 hereof with respect to a Make-Whole Exercise; or


 


(e)                
as provided in Section 7.4 hereof.


 


3.3.2.        
Issuance of Ordinary Shares on Exercise. As soon as practicable after the exercise of any Warrant and the
clearance of the funds in payment of the Warrant Price (if payment is pursuant to subsection 3.3.1(a)), the Company shall
issue to the Registered Holder of such Warrant a book-entry position or certificate, as applicable, for the number of Ordinary
Shares to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it on the register
of members of the Company, and if such Warrant shall not have been exercised in full, a new book-entry position or countersigned
Warrant, as applicable, for the number of shares as to which such Warrant shall not have been exercised. Notwithstanding the foregoing,
the Company shall not be obligated to deliver any Ordinary Shares pursuant to the exercise of a Warrant and shall have no obligation
to settle such Warrant exercise unless a registration statement under the Securities Act with respect to the Ordinary Shares underlying
the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company’s satisfying its
obligations under Section 7.4 or a valid exemption from registration is available. No Warrant shall be exercisable and the
Company shall not be obligated to issue Ordinary Shares upon exercise of a Warrant unless the Ordinary Shares issuable upon such
Warrant exercise have been registered, qualified or deemed to be exempt from registration or qualification under the securities
laws of the state of residence of the Registered Holder of the Warrants. Subject to Section 4.6 of this Agreement, a Registered
Holder of Warrants may exercise its Warrants only for a whole number of Ordinary Shares. The Company may require holders of Public
Warrants to settle the Warrant on a “cashless basis” pursuant to Section 7.4. If, by reason of any exercise
of Warrants on a “cashless basis”, the holder of any Warrant would be entitled, upon the exercise of such Warrant,
to receive a fractional interest in an Ordinary Share, the Company shall round down to the nearest whole number, the number of
Ordinary Shares to be issued to such holder.


 


3.3.3.        
Valid Issuance. All Ordinary Shares issued upon the proper exercise of a Warrant in conformity with this Agreement
shall be validly issued, fully paid and nonassessable.


 


3.3.4.         Date
of Issuance. Each person in whose name any book-entry position or certificate, as applicable, for Ordinary Shares is
issued and who is registered in the register of members of the Company shall for all purposes be deemed to have become the
holder of record of such Ordinary Shares on the date on which the Warrant, or book-entry position representing such Warrant,
was surrendered and payment of the Warrant Price was made, irrespective of the date of delivery of such certificate in the
case of a certificated Warrant, except that, if the date of such surrender and payment is a date when the register of members
of the Company or book-entry system of the Warrant Agent are closed, such person shall be deemed to have become the holder of
such shares at the close of business on the next succeeding date on which the share transfer books or book-entry system are
open.


 






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3.3.5.        
Maximum Percentage. A holder of a Warrant may notify the Company in writing in the event it elects to be subject
to the provisions contained in this subsection 3.3.5; however, no holder of a Warrant shall be subject to this subsection
3.3.5 unless he, she or it makes such election. If the election is made by a holder, the Warrant Agent shall not effect the
exercise of the holder’s Warrant, and such holder shall not have the right to exercise such Warrant, to the extent that after
giving effect to such exercise, such person (together with such person’s affiliates), to the Warrant Agent’s actual
knowledge, would beneficially own in excess of 9.8% (the “Maximum Percentage”) of the Ordinary Shares
outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of Ordinary
Shares beneficially owned by such person and its affiliates shall include the number of Ordinary Shares issuable upon exercise
of the Warrant with respect to which the determination of such sentence is being made, but shall exclude Ordinary Shares that would
be issuable upon (x) exercise of the remaining, unexercised portion of the Warrant beneficially owned by such person and its affiliates
and (y) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned
by such person and its affiliates (including, without limitation, any convertible notes or convertible preferred shares or warrants)
subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding
sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”). For purposes of the Warrant, in determining the
number of outstanding Ordinary Shares, the holder may rely on the number of outstanding Ordinary Shares as reflected in (1) the
Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other public
filing with the Commission as the case may be, (2) a more recent public announcement by the Company or (3) any other notice by
the Company or Continental Stock Transfer & Trust Company, as transfer agent (in such capacity, the “Transfer Agent”),
setting forth the number of Ordinary Shares outstanding. For any reason at any time, upon the written request of the holder of
the Warrant, the Company shall, within two (2) Business Days, confirm orally and in writing to such holder the number of Ordinary
Shares then outstanding. In any case, the number of issued and outstanding Ordinary Shares shall be determined after giving effect
to the conversion or exercise of equity securities of the Company by the holder and its affiliates since the date as of which such
number of issued and outstanding Ordinary Shares was reported. By written notice to the Company, the holder of a Warrant may from
time to time increase or decrease the Maximum Percentage applicable to such holder to any other percentage specified in such notice;
provided, however, that any such increase shall not be effective until the sixty-first (61st) day after such notice
is delivered to the Company.


 


4.                  
Adjustments.


 


4.1.             
Share Capitalizations.


 


4.1.1.         Sub-Divisions.
If after the date hereof, and subject to the provisions of Section 4.6 below, the number of issued and outstanding
Ordinary Shares is increased by a capitalization or share dividend of Ordinary Shares, or by a sub-division of Ordinary
Shares or other similar event, then, on the effective date of such share capitalization, sub-division or similar event, the
number of Ordinary Shares issuable on exercise of each Warrant shall be increased in proportion to such increase in the
issued and outstanding Ordinary Shares. A rights offering made to all or substantially all holders of Ordinary Shares
entitling holders to purchase Ordinary Shares at a price less than the “Historical Fair Market Value” (as defined
below) shall be deemed a capitalization of a number of Ordinary Shares equal to the product of (i) the number of Ordinary
Shares actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that
are convertible into or exercisable for the Ordinary Shares) multiplied by (ii) one (1) minus the quotient of (x) the price
per Ordinary Share paid in such rights offering divided by (y) the Historical Fair Market Value. For purposes of this subsection
4.1.1, (i) if the rights offering is for securities convertible into or exercisable for Ordinary Shares, in determining
the price payable for Ordinary Shares, there shall be taken into account any consideration received for such rights, as well
as any additional amount payable upon exercise or conversion and (ii) “Historical Fair Market
Value” means the volume weighted average price of the Ordinary Shares during the ten (10) trading day period
ending on the trading day prior to the first date on which the Ordinary Shares trade on the applicable exchange or in the
applicable market, regular way, without the right to receive such rights. No Ordinary Shares shall be issued at less than
their par value.


 






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4.1.2.        
Extraordinary Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, pays
to all or substantially all of the holders of the Ordinary Shares a dividend or make a distribution in cash, securities or other
assets on account of such Ordinary Shares (or other shares into which the Warrants are convertible), other than (a) as described
in subsection 4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the redemption rights of the holders
of the Ordinary Shares in connection with a proposed initial Business Combination, (d) to satisfy the redemption rights of the
holders of the Ordinary Shares in connection with a shareholder vote to amend the Company’s amended and restated memorandum
and articles of association (i) to modify the substance or timing of the Company’s obligation to provide holders of Ordinary
Shares the right to have their shares redeemed in connection with the Company’s initial Business Combination or to redeem
100% of the Company’s public shares if it does not complete its initial Business Combination within the time period required
by the Company’s Amended and Restated Memorandum and Articles of Association, as amended from time to time, or (ii) with
respect to any other provision relating to the rights of holders of Ordinary Shares, (e) as a result of the repurchase of Ordinary
Shares by the Company if a proposed initial Business Combination is presented to the shareholders of the Company for approval or
(f) in connection with the redemption of public shares upon the failure of the Company to complete its initial Business Combination
and any subsequent distribution of its assets upon its liquidation (any such non-excluded event being referred to herein as an
 “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the
effective date of such Extraordinary Dividend, by the amount of cash and/or the fair market value (as determined by the Company’s
board of directors (the “Board”), in good faith) of any securities or other assets paid on each Ordinary
Share in respect of such Extraordinary Dividend. For purposes of this subsection 4.1.2, “Ordinary Cash Dividends”
means any cash dividend or cash distribution which, when combined on a per share basis, with the per share amounts of all other
cash dividends and cash distributions paid on the Ordinary Shares during the 365-day period ending on the date of declaration of
such dividend or distribution to the extent it does not exceed $0.50 (which amount shall be adjusted to appropriately reflect any
of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that
resulted in an adjustment to the Warrant Price or to the number of Ordinary Shares issuable on exercise of each Warrant).


 


4.2.             
Aggregation of Shares. If after the date hereof, and subject to the provisions of Section 4.6 hereof,
the number of issued and outstanding Ordinary Shares is decreased by a consolidation, combination, reverse share split or reclassification
of Ordinary Shares or other similar event, then, on the effective date of such consolidation, combination, reverse share split,
reclassification or similar event, the number of Ordinary Shares issuable on exercise of each Warrant shall be decreased in proportion
to such decrease in issued and outstanding Ordinary Shares.


 


4.3.             
Adjustments in Exercise Price. Whenever the number of Ordinary Shares purchasable upon the exercise of the
Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to
the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which
shall be the number of Ordinary Shares purchasable upon the exercise of the Warrants immediately prior to such adjustment, and
(y) the denominator of which shall be the number of Ordinary Shares so purchasable immediately thereafter.


 


4.4.              Raising
of the Capital in Connection with the Initial Business Combination. If (x) the Company issues additional Ordinary Shares
or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination
at an issue price or effective issue price of less than $9.20 per Ordinary Share (with such issue price or effective issue
price to be determined in good faith by the Board and, in the case of any such issuance to the Sponsor or its affiliates,
without taking into account any Class B ordinary shares, par value $0.0001 per share, of the Company held by the Sponsor or
such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the
aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon,
available for the funding of the Company’s initial Business Combination on the date of the completion of the
Company’s initial Business Combination (net of redemptions), and (z) the volume-weighted average trading price of
Ordinary Shares during the twenty (20) trading day period starting on the trading day prior to the day on which the Company
consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per
share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and
the Newly Issued Price, the $18.00 per share redemption trigger price described in Section 6.1 and Section 6.2
shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price and
the $10.00 per share redemption trigger price described in Section 6.2 shall be adjusted (to the nearest cent) to be
equal to the higher of the Market Value and the Newly Issued Price.


 






    7


     


    

 


4.5.             
Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of
the issued and outstanding Ordinary Shares (other than a change under Section 4.1 or Section 4.2 hereof or that
solely affects the par value of such Ordinary Shares), or in the case of any merger or consolidation of the Company with or into
another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not
result in any reclassification or reorganization of the issued and outstanding Ordinary Shares), or in the case of any sale or
conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as
an entirety in connection with which the Company is dissolved, the holders of the Warrants shall thereafter have the right to
purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the Ordinary Shares
of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind
and amount of shares or stock or other securities or property (including cash) receivable upon such reclassification, reorganization,
merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the Warrants would have
received if such holder had exercised his, her or its Warrant(s) immediately prior to such event (the “Alternative
Issuance”); provided, however, that (i) if the holders of the Ordinary Shares were entitled to exercise a right
of election as to the kind or amount of securities, cash or other assets receivable upon such consolidation or merger, then the
kind and amount of securities, cash or other assets constituting the Alternative Issuance for which each Warrant shall become
exercisable shall be deemed to be the weighted average of the kind and amount received per share by the holders of the Ordinary
Shares in such consolidation or merger that affirmatively make such election, and (ii) if a tender, exchange or redemption offer
shall have been made to and accepted by the holders of the Ordinary Shares (other than a tender, exchange or redemption offer
made by the Company in connection with redemption rights held by shareholders of the Company as provided for in the Company’s
amended and restated memorandum and articles of association or as a result of the repurchase of Ordinary Shares by the Company
if a proposed initial Business Combination is presented to the shareholders of the Company for approval) under circumstances in
which, upon completion of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning
of Rule 13d-5(b)(1) under the Exchange Act) of which such maker is a part, and together with any affiliate or associate of such
maker (within the meaning of Rule 12b-2 under the Exchange Act) and any members of any such group of which any such affiliate
or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act) more than 50% of the issued
and outstanding Ordinary Shares, the holder of a Warrant shall be entitled to receive as the Alternative Issuance, the highest
amount of cash, securities or other property to which such holder would actually have been entitled as a shareholder if such Warrant
holder had exercised the Warrant prior to the expiration of such tender or exchange offer, accepted such offer and all of the
Ordinary Shares held by such holder had been purchased pursuant to such tender or exchange offer, subject to adjustments (from
and after the consummation of such tender or exchange offer) as nearly equivalent as possible to the adjustments provided for
in this Section 4; provided  further that if less than 70% of the consideration receivable by the holders
of the Ordinary Shares in the applicable event is payable in the form of shares in the successor entity that is listed for trading
on a national securities exchange or is quoted in an established over-the-counter market, or is to be so listed for trading or
quoted immediately following such event, and if the Registered Holder properly exercises the Warrant within thirty (30) days following
the public disclosure of the consummation of such applicable event by the Company pursuant to a Current Report on Form 8-K filed
with the Commission, the Warrant Price shall be reduced by an amount (in dollars) equal to the difference of (i) the Warrant Price
in effect prior to such reduction minus (ii) (A) the Per Share Consideration (as defined below) (but in no event less than zero)
minus (B) the Black-Scholes Warrant Value (as defined below). The “Black-Scholes Warrant Value” means
the value of a Warrant immediately prior to the consummation of the applicable event based on the Black-Scholes Warrant Model
for a Capped American Call on Bloomberg Financial Markets (assuming zero dividends) (“Bloomberg”). For
purposes of calculating such amount, (i) Section 6 of this Agreement shall be taken into account, (ii) the price of each
Ordinary Share shall be the volume weighted average price of the Ordinary Shares during the ten (10) trading day period ending
on the trading day prior to the effective date of the applicable event, (iii) the assumed volatility shall be the 90 day volatility
obtained from the HVT function on Bloomberg determined as of the trading day immediately prior to the day of the announcement
of the applicable event and (iv) the assumed risk-free interest rate shall correspond to the U.S. Treasury rate for a period equal
to the remaining term of the Warrant. “Per Share Consideration” means (i) if the consideration paid
to holders of the Ordinary Shares consists exclusively of cash, the amount of such cash per Ordinary Share, and (ii) in all other
cases, the volume weighted average price of the Ordinary Shares during the ten (10) trading day period ending on the trading day
prior to the effective date of the applicable event. If any reclassification or reorganization also results in a change in Ordinary
Shares covered by subsection 4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections
4.2, 4.3 and this Section 4.5. The provisions of this Section 4.5 shall similarly apply to successive
reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event shall the Warrant Price be
reduced to less than the par value per share issuable upon exercise of such Warrant.


 






    8


     


    

 


4.6.             
Notices of Changes in Warrant. Upon every adjustment of the Warrant Price or the number of shares issuable
upon exercise of a Warrant, the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Warrant
Price resulting from such adjustment and the increase or decrease, if any, in the number of shares purchasable at such price upon
the exercise of a Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation
is based. Upon the occurrence of any event specified in Sections 4.1, 4.2, 4.3, 4.4 or 4.5,
the Company shall give written notice of the occurrence of such event to each holder of a Warrant, at the last address set forth
for such holder in the Warrant Register, of the record date or the effective date of the event. Failure to give such notice, or
any defect therein, shall not affect the legality or validity of such event.


 


4.7.             
No Fractional Shares. Notwithstanding any provision contained in this Agreement to the contrary, the Company
shall not issue fractional shares upon the exercise of Warrants. If, by reason of any adjustment made pursuant to this Section
4, the holder of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share,
the Company shall, upon such exercise, round down to the nearest whole number the number of Ordinary Shares to be issued to such
holder.


 


4.8.             
Form of Warrant. The form of Warrant need not be changed because of any adjustment pursuant to this Section
4, and Warrants issued after such adjustment may state the same Warrant Price and the same number of shares as is stated in
the Warrants initially issued pursuant to this Agreement; provided, however, that the Company may at any time in its sole discretion
make any change in the form of Warrant that the Company may deem appropriate and that does not affect the substance thereof, and
any Warrant thereafter issued or countersigned, whether in exchange or substitution for an outstanding Warrant or otherwise, may
be in the form as so changed.


 


5.                  
Transfer and Exchange of Warrants.


 


5.1.             
Registration of Transfer. The Warrant Agent shall register the transfer, from time to time, of any outstanding
Warrant upon the Warrant Register, upon surrender of such Warrant for transfer, properly endorsed with signatures properly guaranteed
and accompanied by appropriate instructions for transfer. Upon any such transfer, a new Warrant representing an equal aggregate
number of Warrants shall be issued and the old Warrant shall be cancelled by the Warrant Agent. In the case of certificated Warrants,
the Warrants so cancelled shall be delivered by the Warrant Agent to the Company from time to time upon request.


 


5.2.             
Procedure for Surrender of Warrants. Warrants may be surrendered to the Warrant Agent, together with a written
request for exchange or transfer, and thereupon the Warrant Agent shall issue in exchange therefor one or more new Warrants as
requested by the Registered Holder of the Warrants so surrendered, representing an equal aggregate number of Warrants; provided,
however, that except as otherwise provided herein or with respect to any Book-Entry Warrant, each Book-Entry Warrant may be transferred
only in whole and only to the Depositary, to another nominee of the Depositary, to a successor depository, or to a nominee of a
successor depository; provided further, however that in the event that a Warrant surrendered for transfer bears a
restrictive legend (as in the case of the Private Placement Warrants), the Warrant Agent shall not cancel such Warrant and issue
new Warrants in exchange thereof until the Warrant Agent has received an opinion of counsel for the Company stating that such transfer
may be made and indicating whether the new Warrants must also bear a restrictive legend.


 


5.3.             
Fractional Warrants. The Warrant Agent shall not be required to effect any registration of transfer or exchange
which shall result in the issuance of a warrant certificate or book-entry position for a fraction of a warrant, except as part
of the Units.


 






    9


     


    

 





5.4.             
 Service Charges. No service charge shall be made for any exchange or registration of transfer of Warrants.


 


5.5.             
Warrant Execution and Countersignature. The Warrant Agent is hereby authorized to countersign and to deliver,
in accordance with the terms of this Agreement, the Warrants required to be issued pursuant to the provisions of this Section
5, and the Company, whenever required by the Warrant Agent, shall supply the Warrant Agent with Warrants duly executed on behalf
of the Company for such purpose.


 


5.6.             
Transfer of Warrants. Prior to the Detachment Date, the Public Warrants may be transferred or exchanged only
together with the Unit in which such Warrant is included, and only for the purpose of effecting, or in conjunction with, a transfer
or exchange of such Unit. Furthermore, each transfer of a Unit on the register relating to such Units shall operate also to transfer
the Warrants included in such Unit. Notwithstanding the foregoing, the provisions of this Section 5.6 shall have no effect
on any transfer of Warrants on and after the Detachment Date.


 


6.                  
Redemption.


 


6.1.             
Redemption of Warrants When Shares Trade At or Above $18.00. Subject to Section 6.5 hereof, not less
than all of the outstanding Warrants may be redeemed, at the option of the Company, at any time during the Exercise Period, at
the office of the Warrant Agent, upon notice to the Registered Holders of the Warrants, as described in Section 6.3 below,
at a Redemption Price of $0.01 per Warrant, provided that (a) the Reference Value equals or exceeds $18.00 per share (subject to
adjustment in compliance with Section 4 hereof) and (b) there is an effective registration statement covering the issuance
of the Ordinary Shares issuable upon exercise of the Warrants, and a current prospectus relating thereto, available throughout
the 30-day Redemption Period (as defined in Section 6.3 below).


 


6.2.             
Redemption of Warrants When Shares Trade At or Above $10.00. Subject to Section 6.5 hereof, not less
than all of the outstanding Warrants may be redeemed, at the option of the Company, at any time during the Exercise Period, at
the office of the Warrant Agent, upon notice to the Registered Holders of the Warrants, as described in Section 6.3 below,
at a Redemption Price of $0.10 per Warrant, provided that (i) the Reference Value equals or exceeds $10.00 per share (subject to
adjustment in compliance with Section 4 hereof) and (ii) if the Reference Value is less than $18.00 per share (subject to
adjustment in compliance with Section 4 hereof), the Private Placement Warrants are also concurrently called for redemption
on the same terms as the outstanding Public Warrants. During the 30-day Redemption Period in connection with a redemption pursuant
to this Section 6.2, Registered Holders of the Warrants may elect to exercise their Warrants on a “cashless basis”
pursuant to subsection 3.3.1 and receive a number of Ordinary Shares determined by reference to the table below, based on
the Redemption Date (calculated for purposes of the table as the period to expiration of the Warrants) and the “Redemption
Fair Market Value” (as such term is defined in this Section 6.2) (a “Make-Whole Exercise”).
Solely for purposes of this Section 6.2, the “Redemption Fair Market Value” shall mean the volume
weighted average price of the Ordinary Shares for the ten (10) trading days immediately following the date on which notice of redemption
pursuant to this Section 6.2 is sent to the Registered Holders. In connection with any redemption pursuant to this Section
6.2, the Company shall provide the Registered Holders with the Redemption Fair Market Value no later than one (1) Business
Day after the ten (10) trading day period described above ends.


 






    10


     


    

 








	 	 	Redemption
    Fair Market Value of Ordinary Shares
 (period to expiration of warrants)	 
	Redemption Date	 	£$10.00
	 	 	$11.00	 	 	$12.00	 	 	$13.00	 	 	$14.00	 	 	$15.00	 	 	$16.00	 	 	$17.00	 	 	3$18.00
	 
	60 months	 	 	0.261	 	 	 	0.281	 	 	 	0.297	 	 	 	0.311	 	 	 	0.324	 	 	 	0.337	 	 	 	0.348	 	 	 	0.358	 	 	 	0.361	 
	57 months	 	 	0.257	 	 	 	0.277	 	 	 	0.294	 	 	 	0.310	 	 	 	0.324	 	 	 	0.337	 	 	 	0.348	 	 	 	0.358	 	 	 	0.361	 
	54 months	 	 	0.252	 	 	 	0.272	 	 	 	0.291	 	 	 	0.307	 	 	 	0.322	 	 	 	0.335	 	 	 	0.347	 	 	 	0.357	 	 	 	0.361	 
	51 months	 	 	0.246	 	 	 	0.268	 	 	 	0.287	 	 	 	0.304	 	 	 	0.320	 	 	 	0.333	 	 	 	0.346	 	 	 	0.357	 	 	 	0.361	 
	48 months	 	 	0.241	 	 	 	0.263	 	 	 	0.283	 	 	 	0.301	 	 	 	0.317	 	 	 	0.332	 	 	 	0.344	 	 	 	0.356	 	 	 	0.361	 
	45 months	 	 	0.235	 	 	 	0.258	 	 	 	0.279	 	 	 	0.298	 	 	 	0.315	 	 	 	0.330	 	 	 	0.343	 	 	 	0.356	 	 	 	0.361	 
	42 months	 	 	0.228	 	 	 	0.252	 	 	 	0.274	 	 	 	0.294	 	 	 	0.312	 	 	 	0.328	 	 	 	0.342	 	 	 	0.355	 	 	 	0.361	 
	39 months	 	 	0.221	 	 	 	0.246	 	 	 	0.269	 	 	 	0.290	 	 	 	0.309	 	 	 	0.325	 	 	 	0.340	 	 	 	0.354	 	 	 	0.361	 
	36 months	 	 	0.213	 	 	 	0.239	 	 	 	0.263	 	 	 	0.285	 	 	 	0.305	 	 	 	0.323	 	 	 	0.339	 	 	 	0.353	 	 	 	0.361	 
	33 months	 	 	0.205	 	 	 	0.232	 	 	 	0.257	 	 	 	0.280	 	 	 	0.301	 	 	 	0.320	 	 	 	0.337	 	 	 	0.352	 	 	 	0.361	 
	30 months	 	 	0.196	 	 	 	0.224	 	 	 	0.250	 	 	 	0.274	 	 	 	0.297	 	 	 	0.316	 	 	 	0.335	 	 	 	0.351	 	 	 	0.361	 
	27 months	 	 	0.185	 	 	 	0.214	 	 	 	0.242	 	 	 	0.268	 	 	 	0.291	 	 	 	0.313	 	 	 	0.332	 	 	 	0.350	 	 	 	0.361	 
	24 months	 	 	0.173	 	 	 	0.204	 	 	 	0.233	 	 	 	0.260	 	 	 	0.285	 	 	 	0.308	 	 	 	0.329	 	 	 	0.348	 	 	 	0.361	 
	21 months	 	 	0.161	 	 	 	0.193	 	 	 	0.223	 	 	 	0.252	 	 	 	0.279	 	 	 	0.304	 	 	 	0.326	 	 	 	0.347	 	 	 	0.361	 
	18 months	 	 	0.146	 	 	 	0.179	 	 	 	0.211	 	 	 	0.242	 	 	 	0.271	 	 	 	0.298	 	 	 	0.322	 	 	 	0.345	 	 	 	0.361	 
	15 months	 	 	0.130	 	 	 	0.164	 	 	 	0.197	 	 	 	0.230	 	 	 	0.262	 	 	 	0.291	 	 	 	0.317	 	 	 	0.342	 	 	 	0.361	 
	12 months	 	 	0.111	 	 	 	0.146	 	 	 	0.181	 	 	 	0.216	 	 	 	0.250	 	 	 	0.282	 	 	 	0.312	 	 	 	0.339	 	 	 	0.361	 
	9 months	 	 	0.090	 	 	 	0.125	 	 	 	0.162	 	 	 	0.199	 	 	 	0.237	 	 	 	0.272	 	 	 	0.305	 	 	 	0.336	 	 	 	0.361	 
	6 months	 	 	0.065	 	 	 	0.099	 	 	 	0.137	 	 	 	0.178	 	 	 	0.219	 	 	 	0.259	 	 	 	0.296	 	 	 	0.331	 	 	 	0.361	 
	3 months	 	 	0.034	 	 	 	0.065	 	 	 	0.104	 	 	 	0.150	 	 	 	0.197	 	 	 	0.243	 	 	 	0.286	 	 	 	0.326	 	 	 	0.361	 
	0 months	 	 	—	 	 	 	—	 	 	 	0.042	 	 	 	0.115	 	 	 	0.179	 	 	 	0.233	 	 	 	0.281	 	 	 	0.323	 	 	 	0.361	 



 


The exact Redemption Fair Market Value and
Redemption Date may not be set forth in the table above, in which case, if the Redemption Fair Market Value is between two values
in the table or the Redemption Date is between two redemption dates in the table, the number of Ordinary Shares to be issued for
each Warrant exercised in a Make-Whole Exercise shall be determined by a straight-line interpolation between the number of shares
set forth for the higher and lower Redemption Fair Market Values and the earlier and later redemption dates, as applicable, based
on a 365- or 366-day year, as applicable.


 


The share prices set forth in the column
headings of the table above shall be adjusted as of any date on which the number of shares issuable upon exercise of a Warrant
or the Exercise Price is adjusted pursuant to Section 4 hereof. If the number of shares issuable upon exercise of a Warrant
is adjusted pursuant to Section 4 hereof, the adjusted share prices in the column headings shall equal the share prices
immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the number of shares deliverable upon
exercise of a Warrant immediately prior to such adjustment and the denominator of which is the number of shares deliverable upon
exercise of a Warrant as so adjusted. The number of shares in the table above shall be adjusted in the same manner and at the same
time as the number of shares issuable upon exercise of a Warrant. If the Exercise Price of a warrant is adjusted, (a) in the case
of an adjustment pursuant to Section 4.4 hereof, the adjusted share prices in the column headings shall equal the share
prices immediately prior to such adjustment multiplied by a fraction, the numerator of which is the higher of the Market Value
and the Newly Issued Price and the denominator of which is $10.00 and (b) in the case of an adjustment pursuant to Section 4.1.2
hereof, the adjusted share prices in the column headings shall equal the share prices immediately prior to such adjustment less
the decrease in the Exercise Price pursuant to such Exercise Price adjustment. In no event shall the number of shares issued in
connection with a Make-Whole Exercise exceed 0.361 Ordinary Shares per Warrant (subject to adjustment)


 


6.3.             
Date Fixed for, and Notice of, Redemption; Redemption Price; Reference Value. In the event that the Company
elects to redeem the Warrants pursuant to Sections 6.1 or 6.2, the Company shall fix a date for the redemption (the
 “Redemption Date”). Notice of redemption shall be mailed by first class mail, postage prepaid, by the
Company not less than thirty (30) days prior to the Redemption Date (the “30-day Redemption Period”)
to the Registered Holders of the Warrants to be redeemed at their last addresses as they shall appear on the registration books.
Any notice mailed in the manner herein provided shall be conclusively presumed to have been duly given whether or not the Registered
Holder received such notice. As used in this Agreement, (a) “Redemption Price” shall mean the price per
Warrant at which any Warrants are redeemed pursuant to Sections 6.1 or 6.2 and (b) “Reference Value”
shall mean the last reported sales price of the Ordinary Shares for any twenty (20) trading days within the thirty (30) trading-day
period ending on the third trading day prior to the date on which notice of the redemption is given.


 






    11


     


    

 





6.4.             
 Exercise After Notice of Redemption. The Warrants may be exercised, for cash (or on a “cashless basis”
in accordance with Section 6.2 of this Agreement) at any time after notice of redemption shall have been given by the Company
pursuant to Section 6.3 hereof and prior to the Redemption Date. On and after the Redemption Date, the record holder of
the Warrants shall have no further rights except to receive, upon surrender of the Warrants, the Redemption Price.


 


6.5.             
Exclusion of Private Placement Warrants. The Company agrees that (a) the redemption rights provided in Section
6.1 hereof shall not apply to the Private Placement Warrants if at the time of the redemption such Private Placement Warrants
continue to be held by the Sponsor or its Permitted Transferees and (b) if the Reference Value equals or exceeds $18.00 per share
(subject to adjustment in compliance with Section 4 hereof), the redemption rights provided in Section 6.2 hereof
shall not apply to the Private Placement Warrants if at the time of the redemption such Private Placement Warrants continue to
be held by the Sponsor or its Permitted Transferees. However, once such Private Placement Warrants are transferred (other than
to Permitted Transferees in accordance with Section 2.6 hereof), the Company may redeem the Private Placement Warrants pursuant
to Section 6.1 or 6.2 hereof, provided that the criteria for redemption are met, including the opportunity of the
holder of such Private Placement Warrants to exercise the Private Placement Warrants prior to redemption pursuant to Section
6.4 hereof. Private Placement Warrants that are transferred to persons other than Permitted Transferees shall upon such transfer
cease to be Private Placement Warrants and shall become Public Warrants under this Agreement, including for purposes of Section
9.8 hereof.


 


7.                  
Other Provisions Relating to Rights of Holders of Warrants.


 


7.1.             
No Rights as Shareholder. A Warrant does not entitle the Registered Holder thereof to any of the rights of
a shareholder of the Company, including, without limitation, the right to receive dividends, or other distributions, exercise any
preemptive rights to vote or to consent or to receive notice as shareholders in respect of the meetings of shareholders or the
election of directors of the Company or any other matter.


 


7.2.             
Lost, Stolen, Mutilated, or Destroyed Warrants. If any Warrant is lost, stolen, mutilated, or destroyed, the
Company and the Warrant Agent may on such terms as to indemnity or otherwise as they may in their discretion impose (which shall,
in the case of a mutilated Warrant, include the surrender thereof), issue a new Warrant of like denomination, tenor, and date as
the Warrant so lost, stolen, mutilated, or destroyed. Any such new Warrant shall constitute a substitute contractual obligation
of the Company, whether or not the allegedly lost, stolen, mutilated, or destroyed Warrant shall be at any time enforceable by
anyone.


 


7.3.             
Reservation of Ordinary Shares. The Company shall at all times reserve and keep available a number of its
authorized but unissued Ordinary Shares that shall be sufficient to permit the exercise in full of all outstanding Warrants issued
pursuant to this Agreement.


 


7.4.             
Registration of Ordinary Shares; Cashless Exercise at Company’s Option.


 


7.4.1.         Registration
of the Ordinary Shares. The Company agrees that as soon as practicable, but in no event later than twenty (20) Business
Days after the closing of its initial Business Combination, it shall use its commercially reasonable efforts to file with the
Commission a registration statement for the registration, under the Securities Act, of the Ordinary Shares issuable upon
exercise of the Warrants. The Company shall use its commercially reasonable efforts to cause the same to become effective
within sixty (60) Business Days following the closing of its initial Business Combination and to maintain the effectiveness
of such registration statement, and a current prospectus relating thereto, until the expiration or redemption of the Warrants
in accordance with the provisions of this Agreement. If any such registration statement has not been declared effective by
the sixtieth (60th) Business Day following the closing of the Business
Combination, holders of the Warrants shall have the right, during the period beginning on the sixty-first (61st)
Business Day after the closing of the Business Combination and ending upon such registration statement being declared
effective by the Commission, and during any other period when the Company shall fail to have maintained an effective
registration statement covering the issuance of the Ordinary Shares issuable upon exercise of the Warrants, to exercise such
Warrants on a “cashless basis,” by exchanging the Warrants (in accordance with Section 3(a)(9) of the Securities
Act or another exemption) for that number of Ordinary Shares equal to the lesser of (A) the quotient obtained by dividing (x)
the product of the number of Ordinary Shares underlying the Warrants, multiplied by the excess of the “Fair Market
Value” (as defined below) over the Warrant Price by (y) the Fair Market Value and (A) 0.361. Solely for purposes of
this subsection 7.4.1, “Fair Market Value” shall mean the volume-weighted average price of
the Ordinary Shares as reported during the ten (10) trading day period immediately following the date that notice of exercise
is received by the Warrant Agent from the holder of such Warrants or its securities broker or intermediary. The date that
notice of “cashless exercise” is received by the Warrant Agent shall be conclusively determined by the Warrant
Agent. In connection with the “cashless exercise” of a Public Warrant, the Company shall, upon request, provide
the Warrant Agent with an opinion of counsel for the Company (which shall be an outside law firm with securities law
experience) stating that (i) the exercise of the Warrants on a “cashless basis” in accordance with this subsection
7.4.1 is not required to be registered under the Securities Act and (ii) the Ordinary Shares issued upon such exercise
shall be freely tradable under United States federal securities laws by anyone who is not an affiliate (as such term is
defined in Rule 144 under the Securities Act) of the Company and, accordingly, shall not be required to bear a restrictive
legend. Except as provided in subsection 7.4.2, for the avoidance of doubt, unless and until all of the Warrants have
been exercised or have expired, the Company shall continue to be obligated to comply with its registration obligations under
the first three sentences of this subsection 7.4.1.


 






    12


     


    

 


7.4.2.        
Cashless Exercise at Company’s Option. If the Ordinary Shares are at the time of any exercise of a Public
Warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security”
under Section 18(b)(1) of the Securities Act, the Company may, at its option, (i) require holders of Public Warrants who exercise
Public Warrants to exercise such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities
Act as described in subsection 7.4.1 and (ii) in the event the Company so elects, the Company shall (x) not be required
to file or maintain in effect a registration statement for the registration, under the Securities Act, of the Ordinary Shares issuable
upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary, and (y) use its commercially reasonable
efforts to register or qualify for sale the Ordinary Shares issuable upon exercise of the Public Warrant under applicable blue
sky laws to the extent an exemption is not available.


 


8.                  
Concerning the Warrant Agent and Other Matters.


 


8.1.             
Payment of Taxes. The Company shall from time to time promptly pay all taxes and charges that may be imposed
upon the Company or the Warrant Agent in respect of the issuance or delivery of Ordinary Shares upon the exercise of the Warrants,
but the Company shall not be obligated to pay any transfer taxes in respect of the Warrants or such shares.


 


8.2.             
Resignation, Consolidation, or Merger of Warrant Agent.


 


8.2.1.        
Appointment of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may
resign its duties and be discharged from all further duties and liabilities hereunder after giving sixty (60) days’ notice
in writing to the Company. If the office of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise,
the Company shall appoint in writing a successor Warrant Agent in place of the Warrant Agent. If the Company shall fail to make
such appointment within a period of thirty (30) days after it has been notified in writing of such resignation or incapacity by
the Warrant Agent or by the holder of a Warrant (who shall, with such notice, submit his, her or its Warrant for inspection by
the Company), then the holder of any Warrant may apply to the Supreme Court of the State of New York for the County of New York
for the appointment of a successor Warrant Agent at the Company’s cost. Any successor Warrant Agent, whether appointed by
the Company or by such court, shall be a corporation or other entity organized and existing under the laws of the State of New
York, in good standing and having its principal office in the United States of America, and authorized under such laws to exercise
corporate trust powers and subject to supervision or examination by federal or state authority. After appointment, any successor
Warrant Agent shall be vested with all the authority, powers, rights, immunities, duties, and obligations of its predecessor Warrant
Agent with like effect as if originally named as Warrant Agent hereunder, without any further act or deed; but if for any reason
it becomes necessary or appropriate, the predecessor Warrant Agent shall execute and deliver, at the expense of the Company, an
instrument transferring to such successor Warrant Agent all the authority, powers, and rights of such predecessor Warrant Agent
hereunder; and upon request of any successor Warrant Agent the Company shall make, execute, acknowledge, and deliver any and all
instruments in writing for more fully and effectually vesting in and confirming to such successor Warrant Agent all such authority,
powers, rights, immunities, duties, and obligations.


 









    13


     


    

 


8.2.2.        
 Notice of Successor Warrant Agent. In the event a successor Warrant Agent shall be appointed, the Company
shall give notice thereof to the predecessor Warrant Agent and the Transfer Agent for the Ordinary Shares not later than the effective
date of any such appointment.


 


8.2.3.        
Merger or Consolidation of Warrant Agent. Any entity into which the Warrant Agent may be merged or with which
it may be consolidated or any entity resulting from any merger or consolidation to which the Warrant Agent shall be a party shall
be the successor Warrant Agent under this Agreement without any further act.


 


8.3.             
Fees and Expenses of Warrant Agent.


 


8.3.1.        
Remuneration. The Company agrees to pay the Warrant Agent reasonable remuneration for its services as such
Warrant Agent hereunder and shall, pursuant to its obligations under this Agreement, reimburse the Warrant Agent upon demand for
all expenditures that the Warrant Agent may reasonably incur in the execution of its duties hereunder.


 


8.3.2.        
Further Assurances. The Company agrees to perform, execute, acknowledge, and deliver or cause to be performed,
executed, acknowledged, and delivered all such further and other acts, instruments, and assurances as may reasonably be required
by the Warrant Agent for the carrying out or performing of the provisions of this Agreement.


 


8.4.             
Liability of Warrant Agent.


 


8.4.1.        
Reliance on Company Statement. Whenever in the performance of its duties under this Agreement, the Warrant
Agent shall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering
any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed
to be conclusively proved and established by a statement signed by the Chief Executive Officer, the President, the Chief Financial
Officer, Chief Operating Officer, the General Counsel, the Secretary or the Chairman of the Board of the Company and delivered
to the Warrant Agent. The Warrant Agent may rely upon such statement for any action taken or suffered in good faith by it pursuant
to the provisions of this Agreement.


 


8.4.2.        
Indemnity. The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct,
fraud or bad faith. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including
judgments, out-of-pocket costs and reasonable outside counsel fees, for anything done or omitted by the Warrant Agent in the execution
of this Agreement, except as a result of the Warrant Agent’s gross negligence, willful misconduct, fraud or bad faith.


 


8.4.3.        
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement
or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not
be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant
Agent shall not be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible
for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such
adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation
of any Ordinary Shares to be issued pursuant to this Agreement or any Warrant or as to whether any Ordinary Shares shall, when
issued, be valid and fully paid and nonassessable.


 


8.5.             
Acceptance of Agency. The Warrant Agent hereby accepts the agency established by this Agreement and agrees
to perform the same upon the terms and conditions herein set forth and among other things, shall account promptly to the Company
with respect to Warrants exercised and concurrently account for, and pay to the Company, all monies received by the Warrant Agent
for the purchase of Ordinary Shares through the exercise of the Warrants.


 






    14


     


    

 





8.6.             
 Waiver. The Warrant Agent has no right of set-off or any other right, title, interest or claim of any kind
(“Claim”) in, or to any distribution of, the Trust Account (as defined in that certain Investment Management
Trust Agreement, dated as of the date hereof, by and between the Company and Continental Stock Transfer & Trust Company as
trustee thereunder) and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the Trust
Account for any reason whatsoever. The Warrant Agent hereby waives any and all Claims against the Trust Account and any and all
rights to seek access to the Trust Account.


 


9.                  
Miscellaneous Provisions.


 


9.1.             
Successors. All the covenants and provisions of this Agreement by or for the benefit of the Company or the
Warrant Agent shall bind and inure to the benefit of their respective successors and assigns.


 


9.2.             
Notices. Any notice, statement or demand authorized by this Agreement to be given or made by the Warrant Agent
or by the holder of any Warrant to or on the Company shall be sufficiently given when so delivered if by hand or overnight delivery
or if sent by certified mail or private courier service within five (5) days after deposit of such notice, postage prepaid, addressed
(until another address is filed in writing by the Company with the Warrant Agent), as follows:


 


Agile Growth Corp.


Riverside Center


275 Grove Street, Suite 2-400


Newton, MA 02466


Attention: Jay Bhatt


 


with a copy to:


 


Kirkland & Ellis LLP


601 Lexington Avenue


New York, New York 10022


Attention: Christian O. Nagler / Wayne E. Williams


 


Any notice, statement or demand authorized by this Agreement
to be given or made by the holder of any Warrant or by the Company to or on the Warrant Agent shall be sufficiently given when
so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five (5) days after
deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Warrant Agent with the Company),
as follows:


 


Continental Stock Transfer & Trust Company


One State Street, 30th Floor


New York, NY 10004


Attention: Compliance Department


 


9.3.             
Applicable Law and Exclusive Forum. The validity, interpretation, and performance of this Agreement and of
the Warrants shall be governed in all respects by the laws of the State of New York. Subject to applicable law, the Company hereby
agrees that any action, proceeding or claim against it arising out of or relating in any way to this Agreement shall be brought
and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York,
and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive forum for any such action, proceeding or claim.
The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Notwithstanding
the foregoing, the provisions of this paragraph will not apply to suits brought to enforce any liability or duty created by the
Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive
forum.


 


Any
person or entity purchasing or otherwise acquiring any interest in the Warrants shall be deemed to have notice of and to have
consented to the forum provisions in this Section 9.3. If any action, the subject matter of which is within the scope the
forum provisions above, is filed in a court other than a court located within the State of New York or the United States District
Court for the Southern District of New York (a “foreign action”) in the name of any warrant holder,
such warrant holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located
within the State of New York or the United States District Court for the Southern District of New York in connection with any
action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y)
having service of process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s
counsel in the foreign action as agent for such warrant holder.


 



    15


     


    

 

9.4.            Persons
Having Rights under this Agreement. Nothing in this Agreement shall be construed to confer upon, or give to, any person, corporation
or other entity other than the parties hereto and the Registered Holders of the Warrants any right, remedy, or claim under or
by reason of this Agreement or of any covenant, condition, stipulation, promise, or agreement hereof. All covenants, conditions,
stipulations, promises, and agreements contained in this Agreement shall be for the sole and exclusive benefit of the parties
hereto and their successors and assigns and of the Registered Holders of the Warrants.


 


9.5.            Examination
of the Warrant Agreement. A copy of this Agreement shall be available at all reasonable times at the office of the Warrant
Agent in the United States of America, for inspection by the Registered Holder of any Warrant. The Warrant Agent may require any
such holder to submit such holder’s Warrant for inspection by the Warrant Agent.


 


9.6.            Counterparts.
This Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all
purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.


 


9.7.            Effect
of Headings. The section headings herein are for convenience only and are not part of this Agreement and shall not affect
the interpretation thereof.


 


9.8.            Amendments.
This Agreement may be amended by the parties hereto without the consent of any Registered Holder for the purpose of (i) curing
any ambiguity or to correct any mistake, including to conform the provisions hereof to the description of the terms of the Warrants
and this Agreement set forth in the Prospectus, or defective provision contained herein, (ii) amending the definition of “Ordinary
Cash Dividend” as contemplated by and in accordance with the second sentence of subsection 4.1.2 or (iii) adding
or changing any provisions with respect to matters or questions arising under this Agreement as the parties may deem necessary
or desirable and that the parties deem shall not adversely affect the rights of the Registered Holders under this Agreement. All
other modifications or amendments, including any modification or amendment to increase the Warrant Price or shorten the Exercise
Period and any amendment to the terms of only the Private Placement Warrants, shall require the vote or written consent of the
Registered Holders of 50% of the then-outstanding Public Warrants and, solely with respect to any amendment to the terms of the
Private Placement Warrants or any provision of this Agreement with respect to the Private Placement Warrants, 50% of the then-outstanding
Private Placement Warrants. Notwithstanding the foregoing, the Company may lower the Warrant Price or extend the duration of the
Exercise Period pursuant to Sections 3.1 and 3.2, respectively, without the consent of the Registered Holders.


 


9.9.            Severability.
This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect
the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid
or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision
as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.


 


Exhibit A — Form of Warrant Certificate


 


Exhibit B Legend — Private Placement Warrants


 






    16


     


    

 


IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.


 


	 	Agile Growth Corp.




 


	 	By:	/s/ Jay Bhatt




	 	 	Name: Jay Bhatt




	 	 	Title: CEO




 


	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY,

as Warrant Agent




 


	 	By:	/s/ James F. Kiszka




	 	 	Name: James F. Kiszka




	 	 	Title: Vice President



 



     


     


    




 


EXHIBIT A


 


[FACE]


 


Number


 


Warrants


 


THIS WARRANT SHALL BE VOID IF NOT EXERCISED
PRIOR TO

THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR

IN THE WARRANT AGREEMENT DESCRIBED BELOW


 


Agile Growth Corp.


Incorporated Under the Laws of the Cayman
Islands


 


CUSIP [●]


 


Warrant Certificate


 


This Warrant Certificate certifies
that [               ], or registered assigns,
is the registered holder of [               ] warrant(s)
(the “Warrants” and each, a “Warrant”) to purchase Class A ordinary shares,
$0.0001 par value (“Ordinary Shares”), of Agile Growth Corp., a Cayman Islands exempted company (the
 “Company”). Each Warrant entitles the holder, upon exercise during the period set forth in the Warrant
Agreement referred to below, to receive from the Company that number of fully paid and non-assessable Ordinary Shares as set forth
below, at the exercise price (the “Exercise Price”) as determined pursuant to the Warrant Agreement,
payable in lawful money (or through “cashless exercise” as provided for in the Warrant Agreement) of
the United States of America upon surrender of this Warrant Certificate and payment of the Exercise Price at the office or agency
of the Warrant Agent referred to below, subject to the conditions set forth herein and in the Warrant Agreement. Defined terms
used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.


 


Each whole Warrant is initially exercisable
for one fully paid and non-assessable Ordinary Share. Fractional shares shall not be issued upon exercise of any Warrant. If, upon
the exercise of Warrants, a holder would be entitled to receive a fractional interest in an Ordinary Share, the Company shall,
upon exercise, round down to the nearest whole number the number of Ordinary Shares to be issued to the Warrant holder. The number
of Ordinary Shares issuable upon exercise of the Warrants is subject to adjustment upon the occurrence of certain events as set
forth in the Warrant Agreement.


 


The initial Exercise Price per one Ordinary
Share for any Warrant is equal to $11.50 per share. The Exercise Price is subject to adjustment upon the occurrence of certain
events as set forth in the Warrant Agreement.


 


Subject to the conditions set forth in the
Warrant Agreement, the Warrants may be exercised only during the Exercise Period and to the extent not exercised by the end of
such Exercise Period, such Warrants shall become void. The Warrants may be redeemed, subject to certain conditions, as set forth
in the Warrant Agreement.


 


Reference is hereby made to the further
provisions of this Warrant Certificate set forth on the reverse hereof and such further provisions shall for all purposes have
the same effect as though fully set forth at this place.


 


This Warrant Certificate shall not be valid
unless countersigned by the Warrant Agent, as such term is used in the Warrant Agreement. This Warrant Certificate shall be governed
by and construed in accordance with the internal laws of the State of New York.


 


	 	Agile Growth Corp.



 



	 	By:	 




	 	 	Name:    [●]




	 	 	Title:      Authorized Signatory




 






    A-1 


     


    

 


	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY,

AS WARRANT AGENT




 


	 	By:	 




	 	 	Name:




	 	 	Title:



 






    A-2 


     


    

 


[Form of Warrant Certificate]



[Reverse]


 


The Warrants evidenced by this Warrant Certificate
are part of a duly authorized issue of Warrants entitling the holder on exercise to receive [               ]
Ordinary Shares and are issued or to be issued pursuant to a Warrant Agreement dated as of March 9, 2021 (the “Warrant
Agreement”), duly executed and delivered by the Company to Continental Stock Transfer & Trust Company, a New
York corporation, as warrant agent (the “Warrant Agent”), which Warrant Agreement is hereby incorporated
by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights,
obligations, duties and immunities thereunder of the Warrant Agent, the Company and the holders (the words “holders”
or “holder” meaning the Registered Holders or Registered Holder, respectively) of the Warrants. A copy
of the Warrant Agreement may be obtained by the holder hereof upon written request to the Company. Defined terms used in this Warrant
Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.


 


Warrants may be exercised at any time during
the Exercise Period set forth in the Warrant Agreement. The holder of Warrants evidenced by this Warrant Certificate may exercise
them by surrendering this Warrant Certificate, with the form of Election to Purchase set forth hereon properly completed and executed,
together with payment of the Exercise Price as specified in the Warrant Agreement (or through “cashless exercise”
as provided for in the Warrant Agreement) at the principal corporate trust office of the Warrant Agent. In the event that upon
any exercise of Warrants evidenced hereby the number of Warrants exercised shall be less than the total number of Warrants evidenced
hereby, there shall be issued to the holder hereof or his, her or its assignee, a new Warrant Certificate evidencing the number
of Warrants not exercised.


 


Notwithstanding anything else in this Warrant
Certificate or the Warrant Agreement, no Warrant may be exercised unless at the time of exercise (i) a registration statement covering
the issuance of the Ordinary Shares to be issued upon exercise is effective under the Securities Act and (ii) a prospectus thereunder
relating to the Ordinary Shares is current, except through “cashless exercise” as provided for in the Warrant
Agreement.


 


The Warrant Agreement provides that upon
the occurrence of certain events the number of Ordinary Shares issuable upon exercise of the Warrants set forth on the face hereof
may, subject to certain conditions, be adjusted. If, upon exercise of a Warrant, the holder thereof would be entitled to receive
a fractional interest in an Ordinary Share, the Company shall, upon exercise, round down to the nearest whole number of Ordinary
Shares to be issued to the holder of the Warrant.


 


Warrant Certificates, when surrendered at
the principal corporate trust office of the Warrant Agent by the Registered Holder thereof in person or by legal representative
or attorney duly authorized in writing, may be exchanged, in the manner and subject to the limitations provided in the Warrant
Agreement, but without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor evidencing
in the aggregate a like number of Warrants.


 


Upon due presentation for registration of
transfer of this Warrant Certificate at the office of the Warrant Agent a new Warrant Certificate or Warrant Certificates of like
tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant
Certificate, subject to the limitations provided in the Warrant Agreement, without charge except for any tax or other governmental
charge imposed in connection therewith.


 


The Company and the Warrant Agent may deem
and treat the Registered Holder(s) hereof as the absolute owner(s) of this Warrant Certificate (notwithstanding any notation of
ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the holder(s)
hereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.
Neither the Warrants nor this Warrant Certificate entitles any holder hereof to any rights of a shareholder of the Company.


 






    A-3 


     


    

 


Election to Purchase



(To Be Executed Upon Exercise of Warrant)


 


The undersigned hereby irrevocably elects
to exercise the right, represented by this Warrant Certificate, to receive [               ]
Ordinary Shares and herewith tenders payment for such Ordinary Shares to the order of Agile Growth Corp. (the “Company”)
in the amount of $[               ] in accordance with
the terms hereof. The undersigned requests that a certificate for such Ordinary Shares be registered in the name of [               ],
whose address is [               ] and that such Ordinary
Shares be delivered to [               ] whose address
is [               ]. If said [               ]
number of Ordinary Shares is less than all of the Ordinary Shares purchasable hereunder, the undersigned requests that a new Warrant
Certificate representing the remaining balance of such Ordinary Shares be registered in the name of [               ],
whose address is [               ] and that such Warrant
Certificate be delivered to [               ], whose
address is [               ].


 


In the event that the Warrant has been called
for redemption by the Company pursuant to Section 6.2 of the Warrant Agreement and a holder thereof elects to exercise its
Warrant pursuant to a Make-Whole Exercise, the number of Ordinary Shares that this Warrant is exercisable for shall be determined
in accordance with subsection 3.3.1(c) or Section 6.2 of the Warrant Agreement, as applicable.


 


In the event that the Warrant is a Private
Placement Warrant that is to be exercised on a “cashless” basis pursuant to subsection 3.3.1(c) of the Warrant
Agreement, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with subsection
3.3.1(c) of the Warrant Agreement.


 


In the event that the Warrant is to be exercised
on a “cashless” basis pursuant to Section 7.4 of the Warrant Agreement, the number of Ordinary Shares that this
Warrant is exercisable for shall be determined in accordance with Section 7.4 of the Warrant Agreement.


 


In the event that the Warrant may be exercised,
to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number of Ordinary Shares that this Warrant is
exercisable for would be determined in accordance with the relevant section of the Warrant Agreement which allows for such cashless
exercise and (ii) the holder hereof shall complete the following: The undersigned hereby irrevocably elects to exercise the
right, represented by this Warrant Certificate, through the cashless exercise provisions of the Warrant Agreement, to receive Ordinary
Shares. If said number of shares is less than all of the Ordinary Shares purchasable hereunder (after giving effect to the cashless
exercise), the undersigned requests that a new Warrant Certificate representing the remaining balance of such Ordinary Shares be
registered in the name of [               ], whose address
is [               ] and that such Warrant Certificate
be delivered to [               ], whose address is
[               ].


 


[Signature
Page Follows]


 






    A-4 


     


    

 


Date: [               ],
20


 


	 	(Signature)
	 	 




	 	(Address)




 


	

	(Tax Identification Number)




 


Signature Guaranteed:


 


 


 






 


THE SIGNATURE(S) SHOULD 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 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED).


 






    A-5 


     


    

 


EXHIBIT B


 


LEGEND


 


THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED
OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS
OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED IN THE
LETTER AGREEMENT BY AND AMONG Agile Growth Corp. (THE “COMPANY”),
Agile Growth Sponsor, LLC AND THE OTHER PARTIES THERETO, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD
OR TRANSFERRED PRIOR TO THE DATE THAT IS THIRTY (30) DAYS AFTER THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS
COMBINATION (AS DEFINED IN SECTION 3 OF THE WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED
IN SECTION 2 OF THE WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS.


 


SECURITIES EVIDENCED BY THIS CERTIFICATE AND CLASS A ORDINARY
SHARES OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION AND
SHAREHOLDER RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.


 


NO. [               ]
WARRANT


 



    B-1