Exhibit 10.1


 


AMENDMENT NO. 1 TO WARRANT AGREEMENT


 


This Amendment (this “Amendment”)
is made as of October 12, 2022 by and between Global Business Travel Group, Inc., a Delaware corporation (the “Company”)
(formerly named Apollo Strategic Growth Capital (“APSG”)), and Continental Stock Transfer & Trust Company,
as warrant agent (the “Warrant Agent”), and constitutes an amendment to that certain Warrant Agreement, dated
as of October 1, 2020, by and between the Company and Continental Stock Transfer & Trust Company (the “Existing Warrant
Agreement”). Capitalized terms used but not otherwise defined in this Amendment shall have the meanings given to such terms
in the Existing Warrant Agreement.


 


WHEREAS, on May 27, 2022, the Company
consummated the business combination pursuant to that certain Business Combination Agreement, dated as of December 2, 2021, by and between
the Company and GBT JerseyCo Limited, a company limited by shares incorporated under the laws of Jersey (the “Business Combination”),
and in connection therewith the Company was renamed “Global Business Travel Group, Inc.”;


 


WHEREAS, in accordance with Section
4.4 of the Existing Warrant Agreement, upon effectiveness of the Business Combination, the holders of the Warrants thereafter had the
right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of Ordinary Shares
of APSG immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, an Alternative Issuance
in shares of Class A common stock, par value $0.0001, per share, of the Company (the “Class A Common Stock”);


 


WHEREAS, Section 9.9 of the Existing
Warrant Agreement provides that the Company and the Warrant Agent may amend, subject to certain conditions provided therein, the Existing
Warrant Agreement with the vote or written consent of the Registered Holders of 50% of the number of then outstanding Public Warrants
and, solely with respect to any amendment to the terms of the Private Placement Warrants, 50% of the number of the then outstanding Private
Placement Warrants;


 


WHEREAS, the Company desires to
amend the Existing Warrant Agreement to provide the Company with the right to require the holders of the Warrants to exchange all of the
outstanding Warrants for shares of Class A Common Stock, on the terms and subject to the conditions set forth herein; and


 


WHEREAS, in the exchange offer
and consent solicitation undertaken by the Company pursuant to the Registration Statement on Form S-4 filed with the U.S. Securities and
Exchange Commission, the Registered Holders of more than 50% of each of the then-outstanding Public Warrants and 50% of the then-outstanding
Private Placement Warrants consented to and approved this Amendment.


 


NOW, THEREFORE, in consideration
of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
and intending to be legally bound hereby, the parties hereto agree to amend the Existing Warrant Agreement as set forth herein.


 


	1.	Amendment of Existing Warrant Agreement. The Existing Warrant Agreement is hereby amended by
adding:
	 	 



	(a)	the new Section 6A thereto:
	 	 
	 	“6A Mandatory Exchange.



 


6A.1 The Business Combination. On May 27,
2022, the Company consummated the business combination pursuant to that certain Business Combination Agreement, dated as of December
2, 2021, by and between the Company and GBT JerseyCo Limited, a company limited by shares incorporated under the laws of Jersey (the
 “Business Combination”), and in connection therewith the Company was renamed “Global Business Travel
Group, Inc.”. In accordance with Section 4.4 of this Agreement, upon effectiveness of the Business Combination, the holders of
the Warrants thereafter had the right to purchase and receive, upon the basis and upon the terms and conditions specified in the
Warrants and in lieu of Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the
rights represented thereby, an Alternative Issuance in shares of Class A common stock, par value $0.0001 per share, of Global
Business Travel Group, Inc. (the “Class A Common Stock”).


 






     


     


    

 


6A.2 Company Election to Exchange. Notwithstanding
any other provision in this Agreement to the contrary, all (and not less than all) of the outstanding Warrants may be exchanged, at the
option of the Company, at any time while they are exercisable and prior to their expiration, at the office of the Warrant Agent, upon
notice to the Registered Holders of the then outstanding Warrants, as described in Section 6A.3 below, for shares of Class A Common
Stock (or any Alternative Issuance pursuant to Section 4.4), at the exchange rate of 0.2475 shares of Class A Common Stock (or any Alternative
Issuance pursuant to Section 4.4) for each Warrant held by the holder thereof (the “Consideration”) (subject
to equitable adjustment by the Company in the event of any stock splits, stock dividends, recapitalizations or similar transaction with
respect to the shares of Class A Common Stock). In lieu of issuing fractional shares, any holder of Warrants who would otherwise have
been entitled to receive fractional shares as Consideration will, after aggregating all such fractional shares of such holder, be paid
in cash (without interest) in an amount equal to such fractional part of a share multiplied by $5.60.


 


6A.3 Date Fixed for, and Notice of, Exchange.
In the event that the Company elects to exchange all of the Warrants, the Company shall fix a date for the exchange (the “Exchange
Date”). Notice of exchange shall be mailed by first class mail, postage prepaid, by the Company not less than fifteen (15)
days prior to the Exchange Date to the Registered Holders 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. The Company will make a public announcement of its election following the mailing of such notice.


 


6A.4 Exercise After Notice of Exchange. The Warrants
may be exercised, for cash (or on a “cashless basis” in accordance with subsection 3.3.1(c) of this Agreement, with
an adjustment to the definition of “Fair Market Value” to substitute the date on which the notice of exchange is sent for
the date on which the notice of exercise is sent) at any time after notice of exchange shall have been given by the Company pursuant to
Section 6A.3 hereof and prior to the Exchange Date. On and after the Exchange Date, the Registered Holder of the Warrants shall
have no further rights except to receive, upon surrender of the Warrants, the Consideration.


 


2.       Miscellaneous
Provisions.


 


2.1Severability. This
Amendment shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity
or enforceability of this Amendment 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 Amendment a provision as similar in terms to
such invalid or unenforceable provision as may be possible and be valid and enforceable.


 


2.2Applicable Law. The
validity, interpretation, and performance of this Amendment 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. Each of the parties hereto hereby agrees that any action, proceeding or claim against it arising out of or
relating in any way to this Amendment shall be brought and enforced in the courts of the State of New York or the United States
District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be
exclusive. Each of the parties hereto hereby waives any objection to such exclusive jurisdiction and that such courts represent an
inconvenient forum.


 


2.3Counterparts. This
Amendment may be executed in any number of counterparts (which may include counterparts delivered by any standard form of
telecommunication) 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. The words “execution,” “signed,”
 “signature,” and words of like import in this Amendment or in any other certificate, agreement or document related to
this Amendment, if any, shall include images of manually executed signatures transmitted by facsimile or other electronic format
(including, without limitation, “pdf,” “tif” or “jpg”) and other electronic signatures
(including, without limitation, DocuSign and AdobeSign). The use of electronic signatures and electronic records (including, without
limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be
of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system
to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act,
the New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any state law
based on the Uniform Electronic Transactions Act or the Uniform Commercial Code.


 






     


     


    

 


2.4Effect of Headings.
The section headings herein are for convenience only and are not part of this Amendment and shall not affect the interpretation thereof.


 


2.5Entire Agreement. The
Existing Warrant Agreement, as modified by this Amendment, constitutes the entire understanding of the parties and supersedes all prior
agreements, understandings, arrangements, promises and commitments, whether written or oral, express or implied, relating to the subject
matter hereof, and all such prior agreements, understandings, arrangements, promises and commitments are hereby canceled and terminated.


 


[Signature Pages Follow]


 






     


     


    

 


IN WITNESS WHEREOF, each of the
parties has caused this Amendment to be duly executed as of the date first above written.


 


	 	GLOBAL BUSINESS TRAVEL GROUP,
    INC.
	 	 
	 	By: 	/s/ Eric J. Bock
	 	 	Name: Eric J. Bock
	 	 	Title: Chief Legal Officer, Global Head of M&A and Compliance and Corporate Secretary
	 	 
	 	CONTINENTAL STOCK TRANSFER
    & TRUST COMPANY, as Warrant Agent
	 	 
	 	By: 	/s/ Henry Farrell
	 	 	Name: Henry Farrell
	 	 	Title: Vice President