Exhibit 4.1


 


Execution
Version


 


WARRANT
AGREEMENT


 


This
Warrant Agreement (this “Agreement”) made as of February 23, 2021 is by and between Cartesian Growth Corporation,
a Cayman Islands exempted company, with offices at 505 Fifth Avenue, 15th Floor, New York, New York (the “Company”),
and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, with offices at 1 State St., 30th
Floor, New York, New York 10004 (the “Warrant Agent”).


 


WHEREAS,
on February 23, 2021, the Company entered into that certain Private Placement Warrant Purchase Agreement, with CGC Sponsor LLC,
a Cayman Islands limited liability company (the “Sponsor”), pursuant to which the Sponsor will purchase 8,000,000
warrants in the aggregate (or up to 8,900,000 warrants in the aggregate if the underwriters in the Public Offering (as defined
below) exercise their option to purchase additional units), simultaneously with the closing of the Public Offering bearing the
legend set forth in Exhibit B hereto (the “Private Placement Warrants”), at a price of $1.00 per Private
Placement Warrant, to purchase one Class A ordinary share of the Company, $0.0001 par value (each, an “Ordinary Share”),
at $11.50 per share, subject to adjustment as described herein; and


 


WHEREAS,
in order to finance the Company’s transaction costs in connection with engaging in a merger, capital stock exchange, asset
acquisition, stock purchase, or reorganization or engaging in any other similar initial business combination with one or more
businesses or entities (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 1,500,000 warrants at a price of $1.00 per warrant
(the “Additional Warrants”), which Additional Warrants shall be identical to the Private Placement Warrants
and, for purposes of this Agreement, all terms herein applicable to Private Placement Warrants shall be equally applicable to
the Additional Warrants; and


 


WHEREAS,
the Company is engaged in a public offering (the “Public Offering”) of units, each such unit consisting of
one Ordinary Share and one-third of one Public Warrant (as defined below) (the “Units”) and, in connection
therewith, will issue and deliver up to 10,000,000 warrants in the aggregate (or up to 11,500,000 warrants in the aggregate if
the underwriters in the Public Offering exercise their option to purchase additional units) to purchase one Ordinary Share at
a price of $11.50 per share, subject to adjustment as described herein (the “Public Warrants” and together
with the Private Placement Warrants, the “Warrants”) to the public investors in the Public Offering; and


 


WHEREAS,
the Company has filed with the U.S. Securities and Exchange Commission (the “SEC”) a Registration Statement
on Form S-1 (File No. 333-252784) and prospectus (the “Prospectus”) for the registration, under the Securities
Act of 1933, as amended (the “Act”), of, among other securities, the Public Warrants; 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, 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 be issued in registered form only, shall be in substantially the form of Exhibit
A hereto, the provisions of which are incorporated herein, and shall be signed by, or bear the facsimile signature of, the
Chairman of the Board or Chief Executive Officer and Treasurer, Secretary or Assistant Secretary of the Company, and shall bear
a facsimile of the Company’s seal, if any. 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. All of the Public Warrants shall initially
be represented by one or more book-entry certificates deposited with The Depository Trust Company (the “Depository”)
and registered in the name of Cede & Co., a nominee of the Depository (each a “Book-Entry Warrant Certificate”).


 


2.2
Uncertificated Warrants. Notwithstanding anything herein to the contrary, any Warrant, or portion thereof, may be issued
as part of, and be represented by, a Unit, and any Warrant may be issued in uncertificated or book-entry form through the Warrant
Agent and/or the facilities of the Depository or other book-entry Depository system, in each case as determined by the board of
directors of the Company or by an authorized committee thereof. Any Warrant so issued shall have the same terms, force and effect
as a certificated Warrant that has been duly countersigned by the Warrant Agent in accordance with the terms of this Agreement.


 


2.3
Effect of Countersignature. If a physical Warrant certificate is issued, unless and until countersigned by the Warrant
Agent pursuant to this Agreement, such Warrant certificate shall be invalid and of no effect and any Warrant evidenced by such
Warrant certificate may not be exercised by the holder thereof.


 


2.4
Registration.


 


2.4.1
Warrant Register. The Warrant Agent shall maintain books (“Warrant Register”) for the registration of original
issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants, 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 (i) the Depository or its nominee
for each Book-Entry Warrant Certificate, or (ii) institutions that have accounts with the Depository (such institution, with respect
to a Warrant in its account, a “Participant”).


 


If
the Depository 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 Depository 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 Depository definitive certificates in physical form evidencing
such Warrants (“Definitive Warrant Certificates”) which shall be in the form annexed hereto as Exhibit A.


 


2.4.2
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 shall be registered in the Warrant Register (“registered holder”)
as the absolute owner of such Warrant and of each Warrant represented thereby (notwithstanding any notation of ownership or other
writing on the Warrant certificate (if any) made by anyone other than the Company or the Warrant Agent), 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.


 


2.5
Detachability of Warrants. The securities comprising the Units will not be separately transferable until the 52nd
day after the date hereof or, if such 52nd day is not on a day on which banks in New York City are generally
open for business (including Saturdays, Sundays or federal holidays) (a “Business Day”), then on the immediately succeeding
Business Day following such date, unless Cantor Fitzgerald & Co. informs the Company of their decision to allow earlier separate
trading (the “Detachment Date”), but in no event will separate trading of the securities comprising the Units
begin until (i) the Company files with the SEC a Current Report on Form 8-K which includes an audited balance sheet reflecting
the receipt by the Company of the gross proceeds of the Public Offering and (ii) the Company issues a press release announcing
when such separate trading shall begin.


 



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2.6
Private Placement Warrants. 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(b) hereof; (ii) except as provided in
this Section 2.6, including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred,
assigned or sold until 30 days after the completion by the Company of an initial Business Combination; and (iii) shall not be
redeemable by the Company pursuant to Section 6.1 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 affiliates or family members of any of the Company’s officers or directors,
any members of the Sponsor, or any affiliates of the Sponsor;


 


(b) in
the case of an individual, by gift to a member of one of the members of the individual’s immediate family or to a trust,
the beneficiary of which is a member of one 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 arrangement or in connection with
the consummation of a Business Combination at prices no greater than the price at which the shares were originally purchased;


 


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


 


(g) by
virtue of the laws of the Cayman Islands or the Sponsor’s constituent documents or the rights attaching to the equity interests
in the Sponsor upon dissolution of the Sponsor; or


 


(h) in
the event of the Company’s completion of a liquidation, merger, share exchange or other similar transaction which results
in all of the Company’s 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 (e), these permitted transferees (the “permitted transferees”) must
enter into a written agreement with the Company agreeing to be bound by these transfer restrictions.


 


3.
Terms and Exercise of Warrants.


 


3.1
Warrant Price. Each 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 refers to 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
20 Business Days; provided, however, that the Company shall provide at least 20 Business Days prior written notice of such reduction
to registered holders of the Warrants; provided, further, that any such reduction shall be applied consistently to all of the
Warrants.


 



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3.2
Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) (i)
commencing on the later of: (a) the date that is 30 days after the first date on which the Company completes a Business Combination,
and (b) the date that is 12 months from the date of the closing of the Public Offering, and (ii) terminating at the earliest
to occur of (a) 5:00 p.m., New York City time on the date that is five years after the date on which the Company completes its
initial Business Combination, (b) 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 (c) other
than with respect to the Private Placement Warrants then held by the Sponsor or its permitted transferees, 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
Warrants then held by the Sponsor or its permitted transferees) 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)
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 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 the office of the Warrant Agent, or at the office of its successor as Warrant Agent,
in the Borough of Manhattan, City and State of New York (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 Depository to an account of the Warrant Agent at the Depository designated for such purposes in writing
by the Warrant Agent to the Depository from time to time, (ii) an election to purchase (“Election to Purchase”)
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 Depository’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:


 


(a)
in lawful money of the United States, in good certified check, good bank draft payable to the order of the Warrant Agent or wire
payable to the Warrant Agent; or


 


(b)
with respect to any Private Placement Warrant, so long as such Private Placement Warrant is held by the Sponsor or its permitted
transferees, by surrendering the Warrants for that number of Ordinary Shares equal to 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(b)) less the Warrant Price by (y) the Sponsor Exercise Fair Market Value.
Solely for purposes of this subsection 3.3.1(b), the “Sponsor Fair Market Value” shall mean the average last
reported sale price of the Ordinary Shares for the ten 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; or


 


(c)
on a cashless basis, 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 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 4.7 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.


 



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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.


 


3.3.5
Maximum Percentage. A holder of Warrants may notify the Company in writing in the event it elects to be subject to the
provisions contained in this Section 3.3.5. No holder of Warrants shall be subject to this Section 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 this 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 4.9% or 9.8% (as specified by the holder) (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 which 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 (i) 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 SEC as the case may be, (ii) a more recent public announcement by the Company or (iii) any other notice by the Company or
the transfer agent setting forth the number of Ordinary Shares outstanding. For any reason at any time, upon the written request
of the holder, 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 outstanding Ordinary Shares shall be determined after giving effect to the
conversion or exercise of securities of the Company by the holder and its affiliates since the date as of which such number of
outstanding Ordinary Shares was reported. By written notice to the Company, the holder may from time to time increase or decrease
the Maximum Percentage applicable to such holder to any other percentage specified in such notice; provided that any such increase
will not be effective until the sixty-first (61st) day after such notice is delivered to the Company.


 



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4.
Adjustments.


 


4.1
Share Dividends - Split Ups. If after the date hereof, the number of outstanding Ordinary Shares is increased by a share
dividend payable in Ordinary Shares, or by a split up of the Ordinary Shares, or other similar event, then, on the effective date
of such share dividend, split up or similar event, the number of Ordinary Shares issuable on exercise of each Warrant shall be
increased in proportion to such increase in outstanding Ordinary Shares. A rights offering to all holders of the Ordinary Shares
entitling holders to purchase Ordinary Shares at a price less than the “Fair Market Value” (as defined below) shall
be deemed a share dividend 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 (a) the price per share of Ordinary Shares
paid in such rights offering divided by (b) the Fair Market Value. For purposes of this subsection 4.1, (i) if the rights offering
is for securities convertible into or exercisable for the Ordinary Shares, in determining the price payable for the 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) “Fair Market Value” means the volume weighted average price of the Ordinary Shares as
reported during the ten 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.


 


4.2
Aggregation of Shares. If after the date hereof, the number of outstanding Ordinary Shares is decreased by a consolidation,
combination, reverse share split or reclassification of the 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 outstanding Ordinary Shares.


 


4.3
Extraordinary Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, pays a dividend
or makes a distribution or other payment in cash, securities or other assets to the holders of the Ordinary Shares on account
of such Ordinary Shares (or other shares of the Company’s capital stock into which the Warrants are convertible), other
than (i) as described in subsection 4.1 above, (ii) Ordinary Cash Dividends (as defined below), (iii) to satisfy the redemption
rights of the holders of the Ordinary Shares in connection with a proposed initial Business Combination, (iv) 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 (a) to modify the substance or timing of its obligation to redeem 100% of the Company’s
public shares if the Company does not complete its initial Business Combination within 24 months (or such later time as the
shareholders of the Company may approve in accordance with the Company’s amended and restated memorandum and articles of
association) from the closing of this offering or (b) with respect to any other provision relating to shareholders’
rights or pre-initial business combination activity or (v) in connection with the Company’s liquidation and the distribution
of its assets upon its failure to consummate a Business Combination (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, in good faith) of any securities or other assets paid on each Ordinary Shares in respect of such Extraordinary
Dividend.


 


For
purposes of this subsection 4.3, “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 (as 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)
does not exceed $0.50 (being 5% of the offering price of the Units in the Public Offering).


 


4.4
Adjustments in Exercise Price. Whenever the number of Ordinary Shares purchasable upon the exercise of the Warrants is
adjusted, as provided in Section 4.1 through 4.3 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying
such Warrant Price immediately prior to such adjustment by a fraction (i) the numerator of which shall be the number of Ordinary
Shares purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (ii) the denominator of which shall
be the number of Ordinary Shares so purchasable immediately thereafter.


 



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4.5
Raising of Capital in Connection with the Initial Business Combination. If (i) 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 Company’s board of directors and, in the case of any such issuance to the Sponsor
or its affiliates, without taking into account any Class B ordinary shares of the Company, $0.0001 par value (the “Founder
Shares”), held by the Sponsor or such affiliates, as applicable, prior to such issuance (the “Newly Issued
Price”), (ii) 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 (iii) 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 will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued
Price, and the $18.00 per share redemption trigger price described in Section 6.1 will be adjusted (to the nearest cent)
to be equal to 180% of the higher of the Market Value and the Newly Issued Price.


 


4.6
Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding
Ordinary Shares (other than a change covered by Section 4.1, 4.2 or 4.3 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 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 Warrant holders 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 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 Warrant holder would have received if such Warrant 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 redemption 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 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 Ordinary 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 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 SEC, 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 as reported during the ten 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 as reported during the ten 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 Section 4.1, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.4 and
this Section 4.6. The provisions of this Section 4.6 shall similarly apply to successive reclassifications, reorganizations, mergers
or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share
issuable upon exercise of such Warrant.


 



    7


     


    

 


4.7
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. 4.5 or 4.6, then, in any such event, the Company shall
give written notice to each Warrant holder, 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.


 


4.8
No Fractional Shares. Notwithstanding any provision contained in this Agreement to the contrary, the Company shall not
issue fractional shares upon 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 the Ordinary Shares to be issued to the Warrant
holder.


 


4.9
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.


 


4.10
Other Events. In case any event shall occur affecting the Company as to which none of the provisions of preceding subsections
of this Section 4 are strictly applicable, but which would require an adjustment to the terms of the Warrants in order to (i)
avoid an adverse impact on the Warrants and (ii) effectuate the intent and purpose of this Section 4, then, in each such case,
the Company shall appoint a firm of independent public accountants, investment banking or other appraisal firm of recognized national
standing, which shall give its opinion as to whether or not any adjustment to the rights represented by the Warrants is necessary
to effectuate the intent and purpose of this Section 4 and, if such firm determines that an adjustment is necessary, the terms
of such adjustment. The Company shall adjust the terms of the Warrants in a manner that is consistent with any adjustment recommended
in such opinion.


 


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 Warrant 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 Depository, to another nominee of the Depository, 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 therefor 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.


 



    8


     


    

 


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


 


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, will 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 for Cash. 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
price per Ordinary Share 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
[Reserved].


 


6.3
Date Fixed for, and Notice of, Redemption. In the event the Company shall elect to redeem all of the Warrants pursuant
to Section 6.1, 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 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, “Redemption Price” shall
mean the price per Warrant at which any Warrants are redeemed pursuant to Section 6.1.


 


6.4
Exercise After Notice of Redemption. The Warrants may be exercised, for cash 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 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. 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 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.


 



    9


     


    

 


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 will 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 Ordinary Shares. The Company agrees that as soon as practicable, but in no event later than 15 Business
Days after the closing of its initial Business Combination, it will use its commercially reasonable efforts to file with the SEC
a registration statement, for the registration, under the Act, of the Ordinary Shares issuable upon exercise of the Warrants.
The Company will use its commercially reasonable efforts to cause the same to become effective and to maintain the effectiveness
of such registration statement, and a current prospectus relating thereto, until the expiration of the Warrants in accordance
with the provisions of this Agreement. If any such registration statement has not been declared effective by the 60-day anniversary
following the closing of the Business Combination, holders of the Public Warrants shall have the right, during the period beginning
on the 61st day after the closing of the Business Combination and ending upon such post-effective amendment or registration
statement being declared effective by the SEC, and during any other period after such date of effectiveness when the Company shall
fail to have maintained an effective registration statement covering the Ordinary Shares issuable upon exercise of the Warrants,
to exercise such Warrants on a “cashless basis” as determined in accordance with Section 3.3.1(d) (in accordance with
Section 3(a)(9) of the Act or another exemption) for that number of Ordinary Shares equal to the quotient obtained by dividing
the product of the number of Ordinary Shares underlying the Warrants, multiplied by the excess of the “Fair Market Value”
(as defined below) less the Warrant Price. 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 trading day period ending on the
trading day prior to 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 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 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 this subsection 7.4.1.


 


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 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 not be required (x) to file or maintain in effect
a registration statement for the registration, under the Act, of the Ordinary Shares issuable upon exercise of the Warrants, or
(y) register or qualify the Ordinary Shares under applicable blue sky laws to the extent an exemption is available, notwithstanding
anything in this Agreement to the contrary.


 



    10


     


    

 


8.
Concerning the Warrant Agent and Other Matters.


 


8.1
Payment of Taxes. The Company will 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 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 six (6) months’ 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 three (3) months after it has been notified in writing of such resignation or incapacity by the Warrant Agent
or by the holder of the Warrant (who shall, with such notice, submit his 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 organized and existing under the laws of the State of New York, in good standing and having its principal office
in the Borough of Manhattan, City and State of New York, 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. The Company shall be entitled to terminate this Agreement and appoint a successor Warrant Agent upon
written notice to the Warrant Agent, in the event that the Trustee has committed any act of gross negligence, fraud or willful
misconduct.


 


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 corporation into which the Warrant Agent may be merged or with which it may
be consolidated or any corporation 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 will 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.


 



    11


     


    

 


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, President, Chief Financial Officer
or other principal officer 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); nor shall it be responsible for any breach
by the Company of any covenant or condition contained in this Agreement or in any Warrant; nor shall it 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 will 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 moneys received by the Warrant Agent for the purchase
of Ordinary Shares through the exercise of Warrants.


 


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 the Warrant Agent 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, overnight delivery or electronic
mail or if sent by certified mail or private courier service within five 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:


 


Cartesian
Growth Corporation


505
Fifth Avenue, 15th Floor


New
York, New York 10017

Attention: Peter Yu, Chief Executive Officer


Email:
peter@cartesiangrowth.com


 



    12


     


    

 


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 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

1 State St., 30th Floor


New
York, NY 10004

Attention: Compliance Department


 


with
a copy in each case to:


 


Greenberg
Traurig, LLP

200 Park Avenue


New
York, New York 10166

Attention: Alan A. Annex, Esq., Jason T. Simon, Esq. and Adam Namoury, Esq.


Email:
annexa@gtlaw.com, simonj@gtlaw.com and namourya@gtlaw.com


 


9.3
Applicable Law and Venue. 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, without giving effect to conflicts of law principles that would
result in the application of the substantive laws of another jurisdiction. 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 a non-exclusive forum for any such action, proceeding or claim.


 


9.4
Persons Having Rights under this Agreement. Nothing in this Agreement expressed and nothing that may be implied from any
of the provisions hereof is intended, or 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 Borough of Manhattan, City and State of New York, 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 or (ii) 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 65%
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, 65% 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.


 


[Signature
Page Follows]


 



    13


     


    

 


IN
WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the day and year first above written.


 


	 	CARTESIAN
    GROWTH CORPORATION
	 	 
	 	By:	/s/ Peter Yu
	 	Name: 	Peter Yu
	 	Title:	Chief Executive Officer
	 	 
	 	CONTINENTAL
    STOCK TRANSFER
	 	&
    TRUST COMPANY, AS WARRANT AGENT
	 	 
	 	By:	/s/ Stacy Aqui
	 	Name: 	Stacy Aqui
	 	Title:	Vice President


 


[Signature
Page to Warrant Agreement]


 



     


     


    

 


EXHIBIT
A


 


FORM
OF WARRANT CERTIFICATE


 


[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


 


CARTESIAN
GROWTH CORPORATION


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 Cartesian Growth Corporation, 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 nonassessable 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.


 


	 	CARTESIAN GROWTH CORPORATION
	 	 
	 	By:	                  
	 	Name: 	 
	 	Title:	 
	 	 
	 	CONTINENTAL STOCK TRANSFER &
    TRUST COMPANY, AS WARRANT AGENT
	 	 
	 	By:	 
	 	Name: 	 
	 	Title:	 


 



     


     


    

 


[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 February 23, 2021
(the “Warrant Agreement”), entered into by and between the Company and 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
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.


 



     


     


    

 


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 Cartesian Growth Corporation, a Cayman Islands exempted
company (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 is a Private Placement Warrant that is to be exercised on a “cashless” basis pursuant to subsection 3.3.1(b) 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(b) 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, the
number of Ordinary Shares that this Warrant is exercisable for will be determined in accordance with the relevant section of the
Warrant Agreement which allows for such cashless exercise and 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]


 



     


     


    

 


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).


 



     


     


    

 


EXHIBIT B


 


LEGEND
FOR PRIVATE PLACEMENT WARRANTS 


 


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 CARTESIAN GROWTH CORPORATION (THE “COMPANY”),
CGC 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 RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.


 


NO.
[   ] WARRANT