Exhibit 10.5.3


  


PRIVATE
PLACEMENT WARRANTS PURCHASE AGREEMENT


 


THIS
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of January 26, 2021 (as it may from time to time be amended, this “Agreement”),
is entered into by and between European Sustainable Growth Acquisition Corp., a Cayman Islands exempted company (the “Company”),
and ABN AMRO Securities (USA) LLC (the “Purchaser”).


 


WHEREAS,
the Company is a blank check formed for the purpose of acquiring one or more businesses or entities (the “Business Combination”);


 


WHEREAS,
the Company intends to consummate an initial public offering of the Company’s units (the “Public Offering”),
with each unit (each, a “Unit”) consisting of one Class A ordinary share of the Company, par value $0.0001
per ordinary share (each, a “Share”), and one-half of one redeemable warrant, with each whole warrant, (each,
a “Warrant”) entitling the holder to purchase one Share at an exercise price of $11.50 per Share; and


 


WHEREAS,
the Purchaser has agreed to purchase, at a price of $1.00 per Warrant, an aggregate of 70,000 warrants (or up to 76,562 warrants
if the Over-allotment Option (as defined below) in connection with the Public Offering is exercised in full) simultaneously with
the closing of the Public Offering (and the closing of the Over-allotment Option, if applicable) (the “Private Placement
Warrants”).


 


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


 


AGREEMENT


 


		1.	Authorization,
                                         Purchase and Sale; Terms of the Private Placement Warrants.



 


		(a)	Authorization
                                         of the Private Placement Warrants. The Company has duly authorized the issuance and
                                         sale of the Private Placement Warrants to the Purchaser.



 


		(b)	Purchase
                                         and Sale of the Private Placement Warrants.



 


		(i)	On
                                         the date of the consummation of the Public Offering or on such earlier time and date
                                         as may be mutually agreed by the Purchaser and the Company (the “Initial Closing
                                         Date”), the Company shall issue and sell to the Purchaser, and the Purchaser
                                         shall purchase from the Company, an aggregate of 70,000 Private Placement Warrants at
                                         a price of $1.00 per Warrant for an aggregate purchase price of $70,000 (the “Purchase
                                         Price”), which shall be paid by wire transfer of immediately available funds
                                         to the trust account maintained by Continental Stock Transfer & Trust Company, acting
                                         as trustee, at least one day prior to the date of effectiveness (the “Effective
                                         Date”) of the registration statement relating to the Public Offering (the “Registration
                                         Statement”). On the Initial Closing Date, following the payment by the Purchaser
                                         of the Purchase Price by wire transfer of immediately available funds to the Company,
                                         the Company, at its option, shall deliver a certificate evidencing the Private Placement
                                         Warrants purchased on such date duly registered in the Purchaser’s name to the
                                         Purchaser or effect such delivery in book-entry form.



 



     


     


    

 


		(ii)	Simultaneously
                                         with the consummation of the closing of the over-allotment option in connection with
                                         the Public Offering (the “Over-allotment Option”) or such earlier
                                         time and date as may be mutually agreed by the Purchaser and the Company (each such date,
                                         an “Over-allotment Closing Date,” and each Over-allotment Closing
                                         Date (if any) and the Initial Closing Date being sometimes referred to herein as a “Closing
                                         Date”), the Company shall issue and sell to the Purchaser, and the Purchaser
                                         shall purchase from the Company, an aggregate of up to 6,562 Private Placement Warrants
                                         at a price of $1.00 per warrant for an aggregate purchase price of up to $6,562 (if the
                                         over-allotment option in connection with the Public Offering is exercised in full) (the
                                         “Over-allotment Purchase Price”). Purchaser shall pay the Over-allotment
                                         Purchase Price by wire transfer of immediately available funds to the Trust Account maintained
                                         by Continental at least one business day prior to the Over-allotment Closing Date. On
                                         the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment
                                         Purchase Price to the Company, the Company shall, at its option, deliver a certificate
                                         evidencing the Private Placement Warrants purchased on such date duly registered in the
                                         Purchaser’s name to the Purchaser or effect such delivery in book-entry form.



 


		(c)	Terms
                                         of the Private Placement Warrant. Each Private Placement Warrant shall be identical
                                         to the Warrants underlying the Units to be sold by the Company in the Public Offering,
                                         except that:



 


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



 


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



 


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



 


		(a)	Organization
                                         and Corporate Power. The Company is an exempted company duly incorporated, validly
                                         existing and in good standing under the laws of the Cayman Islands and is qualified to
                                         do business in every jurisdiction in which the failure to so qualify would reasonably
                                         be expected to have a material adverse effect on the financial condition, operating results
                                         or assets of the Company. The Company possesses all requisite corporate power and authority
                                         necessary to carry out the transactions contemplated by this Agreement and the Warrant
                                         Agreement.



 


		(b)	Authorization;
                                         No Breach.



 


		(i)	The
                                         execution, delivery and performance of this Agreement and the Private Placement Warrants
                                         have been duly authorized by the Company as of the Closing Date. This Agreement constitutes
                                         the valid and binding obligation of the Company, enforceable in accordance with its terms.
                                         Upon issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement
                                         and this Agreement, the Private Placement Warrants will constitute valid and binding
                                         obligations of the Company, enforceable in accordance with their terms as of the Closing
                                         Dates.



 






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



 


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



 


		(c)	Governmental
                                         Consents. No permit, consent, approval or authorization of, or declaration to or
                                         filing with, any governmental authority is required in connection with the execution,
                                         delivery and performance by the Company of this Agreement or the consummation by the
                                         Company of any other transactions contemplated hereby.



 


		(d)	Regulation
                                         D Qualification. Neither the Company nor, to its actual knowledge, any of its officers,
                                         directors or beneficial shareholders of 20% or more of its outstanding securities, has
                                         experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation
                                         D promulgated under the Securities Act of 1933, as amended (the “Securities
                                         Act”).



 


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



 


		(a)	Organization
                                         and Requisite Authority. The Purchaser is a limited liability company duly formed,
                                         validly existing, and in good standing under the laws of the State of Delaware and is
                                         qualified to do business in every jurisdiction in which the failure to so qualify would
                                         reasonably be expected to have a material adverse effect on the financial condition,
                                         operating results or assets of the Purchaser. The Purchaser possesses all requisite limited
                                         liability company power and authority necessary to carry out the transactions contemplated
                                         by this Agreement.



 



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		(b)	Authorization;
                                         No Breach.



 


		(i)	This
                                         Agreement constitutes a valid and binding obligation of the Purchaser, enforceable in
                                         accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance,
                                         reorganization, moratorium and other laws of general applicability relating to or affecting
                                         creditors’ rights and to general equitable principles (whether considered in a
                                         proceeding in equity or law).



 


		(ii)	The
                                         execution and delivery by the Purchaser of this Agreement and the fulfillment of and
                                         compliance with the terms hereof by the Purchaser does not and shall not as of each Closing
                                         Date conflict with or result in a breach by the Purchaser of the terms, conditions or
                                         provisions of any agreement, instrument, order, judgment or decree to which the Purchaser
                                         is subject.



 


		(c)	Investment
                                         Representations.



 


		(i)	The
                                         Purchaser is acquiring the Private Placement Warrants and, upon exercise of the Private
                                         Placement Warrants, the Shares issuable upon such exercise (collectively, the “Securities”),
                                         for the Purchaser’s own account, for investment purposes only and not with a view
                                         towards, or for resale in connection with, any public sale or distribution thereof.



 


		(ii)	The
                                         Purchaser is an “accredited investor” as such term is defined in Rule 501(a)(3)
                                         of Regulation D promulgated under the Securities Act and the Purchaser has not experienced
                                         a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D promulgated
                                         under the Securities Act.



 


		(iii)	The
                                         Purchaser understands that the Securities are being offered and will be sold to the Purchaser
                                         in reliance on specific exemptions from the registration requirements of the United States
                                         federal and state securities laws and that the Company is relying upon the truth and
                                         accuracy of, and the Purchaser’s compliance with, the representations and warranties
                                         of the Purchaser set forth herein in order to determine the availability of such exemptions
                                         and the eligibility of the Purchaser to acquire such Securities.



 


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



 


		(v)	The
                                         Purchaser has been furnished with all materials relating to the business, finances and
                                         operations of the Company and materials relating to the offer and sale of the Securities
                                         which have been requested by the Purchaser. The Purchaser has been afforded the opportunity
                                         to ask questions of the executive officers and directors of the Company. The Purchaser
                                         understands that its investment in the Securities involves a high degree of risk and
                                         it has sought such accounting, legal and tax advice as it has considered necessary to
                                         make an informed investment decision with respect to the acquisition of the Securities.



 






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		(vi)	The
                                         Purchaser understands that no United States federal or state agency or any other government
                                         or governmental agency has passed on or made any recommendation or endorsement of the
                                         Securities or the fairness or suitability of the investment in the Securities by the
                                         Purchaser nor have such authorities passed upon or endorsed the merits of the offering
                                         of the Securities.



 


		(vii)	The
                                         Purchaser understands that: (A) the offer and sale of the Securities has not been and
                                         is not being registered under the Securities Act or any state securities laws, and may
                                         not be offered for sale, sold, assigned or transferred unless (1) the offer and sale
                                         of the Securities is subsequently registered thereunder or (2) sold in reliance on an
                                         exemption therefrom; and (B) except as specifically set forth in the Registration Rights
                                         Agreement, neither the Company nor any other person is under any obligation to register
                                         the offer and sale of the Securities under the Securities Act or any state securities
                                         laws or to comply with the terms and conditions of any exemption thereunder. The Private
                                         Placement Warrants will bear a legend and appropriate “stop transfer” instructions
                                         (or an appropriate notation if the warrants are issued in book entry form) relating to
                                         the foregoing. The Purchaser further understands that the Securities and Exchange Commission
                                         has taken the position that promoters or affiliates of a blank check company and their
                                         transferees, both before and after the Business Combination, are deemed to be “underwriters”
                                         under the Securities Act when reselling the securities of a blank check company. Based
                                         on that position, Rule 144 adopted pursuant to the Securities Act would not be available
                                         for resale transactions of the Securities until the one-year anniversary following consummation
                                         of the Business Combination despite technical compliance with the requirements of Rule
                                         144.



 


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



 


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



 


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



 






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



 


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



 


		(d)	Warrant
                                         Agreement and Registration Rights Agreement. The Company shall have entered into
                                         the Warrant Agreement and the Registration Rights Agreement, on terms satisfactory to
                                         the Purchaser.



 


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



 


		5.	Conditions
                                         of the Company’s Obligations. The obligations of the Company to the Purchaser
                                         under this Agreement are subject to the fulfillment, on or before each Closing Date,
                                         of each of the following conditions:



 


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



 


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



 


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



 


		(d)	Registration
                                         Rights Agreement. The Purchaser shall have entered into the Registration Rights Agreement
                                         on terms satisfactory to the Company.



 


		6.	Termination.
                                         This Agreement may be terminated at any time after March 31, 2021, upon the election
                                         by either the Company or the Purchaser solely as to itself upon written notice to the
                                         other parties if the closing of the Public Offering does not occur prior to such date.



 


		7.	Survival
                                         of Representations and Warranties. All of the representations and warranties contained
                                         herein shall survive each Closing Date.



 


		8.	Definitions.
                                         Terms used but not otherwise defined in this Agreement shall have the meaning assigned
                                         to such terms in the Registration Statement.



 






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		9.	FINRA
                                         Compensation. The undersigned further acknowledges and agrees that the Private Placement
                                         Warrants and the related registration rights will be deemed compensation by the Financial
                                         Industry Regulatory Authority (“FINRA”) and will therefore, pursuant
                                         to Rule 5110(e)(1) of the FINRA Manual, be subject to lock-up for a period of 180 days
                                         immediately following the date of effectiveness or commencement of sales in the Public
                                         Offering, subject to FINRA Rule 5110(e)(2). Additionally, the Private Placement Warrants
                                         and the related registration rights may not be sold, transferred, assigned, pledged or
                                         hypothecated during the foregoing 180 day period following the effective date of the
                                         Registration Statement except to any underwriter or selected dealer participating in
                                         the Public Offering and the bona fide officers or partners of the undersigned and any
                                         such participating underwriter or selected dealer. Additionally, the Private Placement
                                         Warrants and the related registration rights will not be the subject of any hedging,
                                         short sale, derivative, put or call transaction that would result in the economic disposition
                                         of such securities by any person for a period of 180 days immediately following the date
                                         of effectiveness or commencement of sales in the Public Offering. Additionally, the undersigned
                                         may not exercise demand or piggyback rights with respect to the Private Placement Warrants
                                         and their components parts after five (5) and seven (7) years, respectively, from the
                                         effective date of the Registration Statement and may not exercise demand rights on more
                                         than one occasion.



 


		10.	Miscellaneous.



 


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



 


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



 


		(c)	Counterparts.
                                         This Agreement may be executed simultaneously in two or more counterparts, none of which
                                         need contain the signatures of more than one party, but all such counterparts taken together
                                         shall constitute one and the same agreement.



 


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



 


		(e)	Governing
                                         Law. This Agreement shall be deemed to be a contract made under the laws of the State
                                         of New York and for all purposes shall be construed in accordance with the internal laws
                                         of the State of New York, without regard to the conflicts of laws principles thereof.



 


		(f)	Amendments.
                                         This Agreement may not be amended, modified or waived as to any particular provision,
                                         except by a written instrument executed by all parties hereto.



 


[Signature
page follows]


 



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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective as of the date first set forth above.


 


	 	COMPANY:
	 	 
	 	EUROPEAN
    SUSTAINABLE GROWTH ACQUISITION CORP.
	 	 
	 	By:	/s/
    Karan Trehan
	 	 	Name:	 Karan
    Trehan
	 	 	Title:
    	President
	 	 
	 	PURCHASER:
	 	 
	 	ABN
    AMRO SECURITIES (USA) LLC
	 	 
	 	By:	/s/
    Carlos Garza
	 	 	Name:	Carlos
    Garza
	 	 	Title:	Managing
    Director


 


 


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