Exhibit 4.1


 


Execution
Version


 


 WARRANT AGREEMENT

between

APOLLO STRATEGIC GROWTH CAPITAL

and

CONTINENTAL STOCK TRANSFER & TRUST COMPANY


 


Dated as of October 1, 2020


 


THIS WARRANT AGREEMENT (this “Agreement”),
dated as of October 1, 2020 is by and between Apollo Strategic Growth Capital, a Cayman Islands exempted company, incorporated with limited
liability (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant
agent (the “Warrant Agent”).


 


WHEREAS, on September 30, 2020, the
Company entered into that certain Private Placement Warrants Purchase Agreement with APSG Sponsor, L.P., a Cayman Islands
limited partnership company (the “Sponsor”), pursuant to which the Sponsor will purchase an aggregate of
11,333,334 warrants (or up to 12,833,334 warrants if the Over-allotment Option (as defined below) is exercised in full)
simultaneously with the closing of the Offering (and the closing of the Over-allotment Option, if applicable) bearing the
legend set forth in Exhibit B hereto (the “Private Placement Warrants”) at a purchase price of
$1.50 per Private Placement Warrant;


 


WHEREAS, in order to finance the Company’s
transaction costs in connection with an intended initial Business Combination (as defined below), the Sponsor or affiliates of
the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as the
Company may require, of which up to $1,500,000 of such loans may be convertible into up to an additional 1,000,000 Private Placement
Warrants at a price of $1.50 per warrant;


 


WHEREAS, the Company is engaged in an initial
public offering (the “Offering”) of units of the Company’s equity securities, each such unit comprised
of one Class A ordinary share of the Company, par value $0.00005 per share (each an “Ordinary Share”), and one-third
of one redeemable Public Warrant (as defined below) (the “Units”) and, in connection therewith, has determined
to issue and deliver up to 28,750,000 warrants (including up to 3,750,000 warrants if the Over-allotment Option is exercised in
full) to public investors in the Offering (the “Public Warrants” and, together with the Private Placement Warrants,
the “Warrants”);


 


WHEREAS, each whole Warrant entitles the
holder thereof to purchase one Ordinary Share for $11.50 per share, subject to adjustment as described herein, only whole Warrants
are exercisable and a holder of the Public Warrants will not be able to exercise any fraction of a Warrant;


 


WHEREAS, the Company has filed with the
U.S. Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1, File No. 333-248847
(the “Registration Statement”) and prospectus (the “Prospectus”), for the registration, under
the Securities Act of 1933, as amended (the “Securities Act”), of the issuance of the Units, the Public Warrants
and the Ordinary Shares included in the Units;


 






     


     


    

 


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;


 


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 express terms
and conditions set forth in this Agreement.


 


2.                 
Warrants.


 


2.1             
Form of Warrant. Each Warrant shall initially be issued in registered form only. Warrants may be represented by one
or more physical definitive certificates or by book-entry.


 


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


 


2.3             
Registration.


 


2.3.1       
Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”) for the registration
of original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants, 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. All of the Public Warrants shall initially be represented by one
or more book-entry certificates deposited with The Depository Trust Company (the “Depositary”) and registered
in the name of a nominee of the Depositary. 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 Depositary or its nominee for each book-entry
certificate or (ii) institutions that have accounts with the Depositary (such institution, with respect to a Warrant in its account,
a “Participant”).


 






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


 


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


 


2.3.2       
Registered Holder. Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant
Agent may deem and treat the person in whose name such Warrant is registered in the Warrant Register (the “Registered
Holder”) as the absolute owner of such Warrant and of each Warrant represented thereby (notwithstanding any notation
of ownership or other writing on any physical definitive certificate 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.


 


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


 


2.5             
No Fractional Warrants Other Than as Part of Units. The Company shall not issue fractional Warrants other than as
part of the Units, each of which is comprised of one Ordinary Share and one-third of one Public Warrant. If, upon the detachment
of Public Warrants from the Units or otherwise, a holder of Warrants would be entitled to receive a fractional Warrant, the Company
shall round down to the nearest whole number the number of Warrants to be issued to such holder.


 






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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(c) hereof, (ii) may not be transferred, assigned or sold until thirty (30) days after the completion by
the Company of an initial Business Combination (as defined below), and (iii) shall not be redeemable by the Company; provided,
however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares held by the Sponsor or any of
its Permitted Transferees and 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 member of the Sponsor, or any affiliates of the Sponsor;


 


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


 


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


 


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


 


(e)              
transfers by virtue of the laws of the Cayman Islands or the Sponsor’s operating agreement upon dissolution of the
Sponsor;


 


(f)               
transfers by private sales or transfers made in connection with the consummation of the Company’s initial Business
Combination at prices no greater than the price at which the securities were originally purchased;


 


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


 


(h)              
in the event of the Company’s completion of a liquidation, merger, share exchange, reorganization or other similar
transaction which results in all of the 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; and


 


(i)                
to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (a)
through (h) above; provided, however, that, in the case of clauses (a) through (d), (f) and (i), these transferees
(the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the
transfer restrictions in this Agreement; or


 


(j)                
 as prescribed in Section 3.3.6.


 






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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 shall mean the price per share 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 twenty (20) Business Days, provided, that the Company shall provide at
least twenty (20) days prior written notice of such reduction to Registered Holders of the Warrants and, provided, further,
that any such reduction shall be identical among all of the Warrants.


 


3.2             
Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”)
(A) commencing on the later of: (i) the date that is thirty (30) days after the first date on which the Company completes a merger,
share exchange, asset acquisition, share purchase, reorganization or similar business combination, involving the Company and one
or more businesses (a “Business Combination”), or (ii) the date that is twelve (12) months from the date of
the closing of the Offering, and (B) terminating at 5:00 p.m., New York City time on the earlier to occur of: (x) the date that
is five (5) years after the date on which the Company completes its initial Business Combination, (y) the liquidation of the Company
or (z) other than with respect to the Private Placement Warrants, 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 being available. Except with respect to the right to receive the Redemption
Price (as defined below) (other than with respect to a Private Placement Warrant) in the event of a redemption (as set forth in
Section 6 hereof), each Warrant (other than a Private Placement Warrant in the event of a redemption) not exercised on or
before the Expiration Date shall become null and void, and all rights thereunder and all rights in respect thereof under this Agreement
shall cease at 5:00 p.m. New York City time on the Expiration Date. The Company in its sole discretion may extend the duration
of the Warrants by delaying the Expiration Date; provided, that the Company shall provide at least twenty (20) days prior
written notice of any such extension to Registered Holders of the Warrants and, provided, further, that any such
extension shall be identical in duration among all the Warrants.


 


3.3             
Exercise of Warrants.


 


3.3.1       
Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered
Holder thereof by surrendering it at the office of the Warrant Agent or at the office of its successor as Warrant Agent, together
with (i) an election to purchase form, duly executed, electing to exercise such Warrant and (ii) payment in full of the Warrant
Price for each full 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 or good bank draft payable to the order of the Warrant Agent
or by wire transfer of immediately available funds;


 


(b)              
[Reserved];


 


(c)              
with respect to any Private Placement Warrant, so long as such Private Placement Warrant is held by the Sponsor or a Permitted
Transferee, by surrendering the Warrants for that number of Ordinary Shares equal to the quotient obtained by dividing (x) the
product of the number of Ordinary Shares underlying the Warrants, multiplied by the excess of the “Fair Market Value”,
as defined in this subsection 3.3.1(c), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this
subsection 3.3.1(c), the “Fair Market Value” shall mean the average closing price of the Ordinary Shares
for the ten (10) trading days ending on the third trading day prior to the date on which notice of exercise of the Warrant is sent
to the Warrant Agent;


 






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


 


(e)              
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 full 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, 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 Ordinary Shares as to which such Warrant shall not have been exercised. If fewer than all the Warrants evidenced by
a book-entry Warrant are exercised, a notation shall be made to the records maintained by the Depositary, its nominee to each
book-entry Warrant, or a Participant, as appropriate, evidencing the balance of the Warrants remaining after such exercise.
Notwithstanding the foregoing, the Company shall not be obligated to deliver any Ordinary Shares pursuant to the exercise of
a Warrant and shall have no obligation to settle such Warrant exercise unless a registration statement under the Securities
Act covering the issuance of 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 the registration requirements of the Securities Act 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. In the event that the conditions in the two immediately
preceding sentences are not satisfied with respect to a Warrant, the holder of such Warrant shall not be entitled to exercise
such Warrant and such Warrant may have no value and expire worthless, in which case the purchaser of a Unit containing such
Public Warrants shall have paid the full purchase price for the Unit solely for the Ordinary Shares underlying such Unit.
Subject to Section 4.6 of this Agreement, a Registered Holder of Public Warrants may exercise its Public Warrants only
for a whole number of Ordinary Shares. In no event will the Company be required to net cash settle any Warrant exercise. 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. Notwithstanding anything in this
Agreement, for so long as any Private Placement Warrant is held by APSG Sponsor, L.P., such Private Placement Warrant will
not be exercisable more than five (5) years from the effective date of the Registration Statement, in accordance with FINRA
Rules. In addition, no such Private Placement Warrant will contain terms which allow APSG Sponsor, L.P. to receive or accrue
cash dividends prior to the exercise of the Private Placement Warrants.


 


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 non-assessable.


 


3.3.4       
Date of Issuance. Each person in whose name any book-entry position or certificate, as applicable, for Ordinary Shares
is issued 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 share transfer books 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 Ordinary Shares at the close of business on the next succeeding date on which
the share transfer books or book-entry system are open.


 






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3.3.5        Maximum
Percentage. A holder of a Warrant may notify the Company in writing in the event it elects to be subject to the
provisions contained in this subsection 3.3.5; however, no holder of a Warrant shall be subject to this subsection
3.3.5 unless he, she or it makes such election. If the election is made by a holder, the Warrant Agent shall not affect
the exercise of the holder’s Warrant, and such holder shall not have the right to exercise such Warrant, to the extent
that after giving effect to such exercise, such person (together with such person’s affiliates), to the Warrant
Agent’s actual knowledge, would beneficially own in excess of 4.9% or 9.8% (or such other amount as a holder may
specify) (the “Maximum Percentage”) of the Ordinary Shares outstanding immediately after giving effect to
such exercise. For purposes of the foregoing sentence, the aggregate number of Ordinary Shares beneficially owned by such
person and its affiliates shall include the number of Ordinary Shares issuable upon exercise of the Warrant with respect to
which the determination of such sentence is being made, but shall exclude Ordinary Shares that would be issuable upon (x)
exercise of the remaining, unexercised portion of the Warrant beneficially owned by such person and its affiliates and (y)
exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by
such person and its affiliates (including, without limitation, any convertible notes or convertible preferred shares or
warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth
in the preceding sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance with
Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). For purposes of the
Warrant, in determining the number of outstanding Ordinary Shares, the holder may rely on the number of outstanding Ordinary
Shares as reflected in (1) the Company’s most recent annual report on Form 10-K, quarterly report on Form 10-Q, current
report on Form 8-K or other public filing with the Commission as the case may be, (2) a more recent public announcement by
the Company or (3) any other notice by the Company or the transfer agent for the Ordinary Shares setting forth the number of
Ordinary Shares outstanding. For any reason at any time, upon the written request of the holder of the Warrant, the Company
shall, within two (2) Business Days, confirm orally and in writing to such holder the number of Ordinary Shares then
outstanding. In any case, the number of outstanding Ordinary Shares shall be determined after giving effect to the conversion
or exercise of equity securities of the Company by the holder and its affiliates since the date as of which such number of
outstanding Ordinary Shares was reported. By written notice to the Company, the holder of a Warrant may from time to time
increase or decrease the Maximum Percentage applicable to such holder to any other percentage specified in such notice; provided, however,
that any such increase shall not be effective until the sixty-first (61st) day after such notice is delivered to the
Company.


 


3.3.6       
Lock-up of Private Placement Warrants. The Private Placement Warrants held by APSG Sponsor, L.P. and the Ordinary
Shares that are issuable upon exercise of such Private Placement Warrants have been deemed compensation by the Financial Industry
Regulatory Authority, Inc. (“FINRA”) and are therefore subject to a 180-day lock-up pursuant to FINRA Rule 5110(g)(1),
commencing on the effective date of the Registration Statement. Pursuant to FINRA Rule 5110(g)(1), these securities will not be
sold during the Offering, or sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale,
derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period
of 180 days immediately following the effective date of the Registration Statement or commencement of sales of the Offering, except
to any underwriter and selected dealer participating in the Offering and their bona fide officers or partners; provided that all
securities so transferred remain subject to the lockup restriction above for the remainder of the time period.


 


4.                 
Adjustments.


 


4.1             
Capitalization of Ordinary Shares.


 


4.1.1       
Share Dividends - Split-Ups. If after the date hereof, and subject to the provisions of Section 4.6 below,
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 the outstanding Ordinary
Shares. A rights offering to 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 (x) the price per Ordinary Share paid in such rights offering divided by (y) the Fair Market Value.
For purposes of this subsection 4.1.1, (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 (10) trading day period
ending on the trading day prior to the first date on which the Ordinary Shares trade on the applicable exchange or in the applicable
market, regular way, without the right to receive such rights.


 






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4.1.2       
Extraordinary Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, shall pay
a dividend or make a distribution 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 share capital into which the Warrants are convertible), other than (a)
as described in subsection 4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the redemption rights
of the holders of the Ordinary Shares in connection with a proposed initial Business Combination, (d) to satisfy the redemption
rights of the holders of Ordinary Shares in connection with a shareholder vote to approve an amendment to the Company’s amended
and restated memorandum and articles of association to modify the substance or timing of the Company’s obligation to redeem
100% of the Ordinary Shares if the Company does not complete its initial Business Combination within the period set forth in the
Company’s amended and restated memorandum and articles of association or with respect to any other material provision relating
to shareholders’ rights or pre-Business Combination activity, or (e) in connection with the redemption of the Ordinary Shares
included in the Units sold in the Offering upon the Company’s failure to complete the Company’s initial 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 Board, in good faith) of any securities or other assets paid on each Ordinary Share
in respect of such Extraordinary Dividend. For purposes of this subsection 4.1.2, “Ordinary Cash Dividends”
means any cash dividend or cash distribution which, when combined on a per share basis, with the per share amounts of all other
cash dividends and cash distributions paid on the Ordinary Shares during the 365-day period ending on the date of declaration of
such dividend or distribution (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.


 


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


 


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


 






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4.4              Replacement
of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Ordinary
Shares (other than a change under subsections 4.1.1 or 4.1.2 or Section 4.2 hereof or that solely
affects the par value of such Ordinary Shares), or in the case of any merger or consolidation of the Company with or into
another entity (other than a consolidation or merger in which the Company is the continuing entity 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 holders of the Warrants shall thereafter have the right to purchase
and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the Ordinary Shares of
the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind
and amount of shares or other securities or property (including cash) receivable upon such reclassification, reorganization,
merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the Warrants would
have received if such holder had exercised his, her or its Warrant(s) immediately prior to such event (the
 “Alternative Issuance”); provided, however, that (i) if the holders of the Ordinary Shares
were entitled to exercise a right of election as to the kind or amount of securities, cash or other assets receivable upon
such consolidation or merger, then the kind and amount of securities, cash or other assets constituting the Alternative
Issuance for which each Warrant shall become exercisable shall be deemed to be the weighted average of the kind and amount
received per share by the holders of the Ordinary Shares in such consolidation or merger that affirmatively make such
election, and (ii) if a tender, exchange or redemption offer shall have been made to and accepted by the holders of the
Ordinary Shares (other than a tender, exchange or redemption offer made by the Company in connection with redemption rights
held by shareholders of the Company as provided for in the Company’s amended and restated memorandum and articles of
association or as a result of the 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 (or any successor rule)) 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 (or any successor rule)) 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
(or any successor rule)) 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 shares in the successor entity that is listed for trading on a national securities exchange or is
quoted in an established over-the-counter market, or is to be so listed for trading or quoted immediately following such
event, and if the Registered Holder properly exercises the Warrant within thirty (30) days following the public disclosure of
the consummation of such applicable event by the Company pursuant to a Current Report on Form 8-K filed with the Commission,
the Warrant Price shall be reduced by an amount (in dollars) equal to the difference, if positive, of (i) the Warrant Price
in effect prior to such reduction minus (ii) (A) the Per Share Consideration (as defined below) minus (B) the Black-Scholes
Warrant Value (as defined below) (which amount determined under this clause (ii) shall not be less than zero). 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
(“Bloomberg”). For purposes of calculating such amount, (1) Section 6 of this Agreement shall be
taken into account, (2) the price of each Ordinary Share shall be the volume weighted average price of the Ordinary Shares as
reported during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable
event, (3) 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 (4) 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 (10) trading day period ending on the trading day prior to the
effective date of the applicable event. If any reclassification or reorganization also results in a change in Ordinary Shares
covered by subsection 4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections
4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 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 the Warrant.


 


4.5              Notices
of Changes in Warrant. Upon every adjustment of the Warrant Price or the number of Ordinary 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 Ordinary 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; provided, however, that no adjustment to the number of Ordinary Shares issuable upon
exercise of a Warrant shall be required until cumulative adjustments amount to 1% or more of the number of Ordinary Shares
issuable upon exercise of a Warrant as last adjusted; provided, further, that any such adjustments that are not
made are carried forward and taken into account in any subsequent adjustment. Notwithstanding the foregoing, all such carried
forward adjustments shall be made (i) in connection with any subsequent adjustment that (taken together with such carried
forward adjustments) would result in a change of at least 1% in the number of Ordinary Shares issuable upon exercise of a
Warrant and (ii) on the exercise date of any Warrant. Upon the occurrence of any event specified in Sections 4.1, 4.2, 4.3
or 4.4 in connection with which an adjustment is made to the Warrant Price or the number of Ordinary Shares issuable
upon exercise of a Warrant, the Company shall give written notice of the occurrence of such event to each holder of a
Warrant, at the last address set forth for such holder in the Warrant Register, of the record date or the effective date of
the event. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such event.


 






     9


     


    

 


4.6             
No Fractional Shares. Notwithstanding any provision contained in this Agreement to the contrary, the Company shall
not issue a fractional Ordinary Share upon the exercise of Warrants. If, by reason of any adjustment made pursuant to this Section
4, the holder of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share,
the Company shall, upon such exercise, round down to the nearest whole number the number of Ordinary Shares to be issued to such
holder.


 


4.7             
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 Ordinary 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.


 


4.8        Other
Events. In case any event shall occur affecting the Company as to which none of the provisions of the 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 they determine that an adjustment is necessary,
the terms of such adjustment; provided, however, that under no circumstances shall the Warrants be adjusted pursuant
to this Section 4.8 (ii) as a result of any issuance of securities in connection with a Business Combination or (ii) solely
as a result of an adjustment to the conversion ratio of the Company’s Class B ordinary shares, $0.00005 par value per share,
into Ordinary Shares. 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, in the case of certificated warrants, properly endorsed with
signatures properly guaranteed and accompanied by appropriate instructions for transfer. Upon any such transfer, a new
Warrant representing an equal aggregate number of Warrants shall be issued and the old Warrant shall be cancelled by the
Warrant Agent. In the case of certificated warrants, the Warrants so cancelled shall be delivered by the Warrant Agent to the
Company from time to time upon request.


 






     10


     


    

 


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 in the event that a Warrant surrendered for transfer bears a restrictive legend (as in the case of the Private Placement Warrants),
the Warrant Agent shall not cancel such Warrant and issue new Warrants in exchange thereof until the Warrant Agent has received
an opinion of counsel for the Company stating that such transfer may be made and indicating whether the new Warrants must also
bear a restrictive legend.


 


5.3             
Transfers of Fractions of Warrants. The Warrant Agent shall not be required to effect any registration of transfer
or exchange of Warrants which would require 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, shall supply the Warrant Agent with Warrants duly executed on behalf of
the Company for such purpose.


 


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


 


6.                 
Redemption.


 


6.1             
Redemption of Warrants 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 Reference Value equals or exceeds $18.00 per share (subject to adjustment in compliance with
Section 4 hereof) and (b) there is an effective registration statement covering the Ordinary Shares issuable upon exercise
of the Warrants at the time of redemption, and a current prospectus relating thereto, available throughout the 30-day Redemption
Period (as defined in Section 6.3 below).


 


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


 






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





 






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


 


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


 


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


 


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


 






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6.5          
Exclusion of Private Placement Warrants. The Company agrees that the redemption rights provided in this Section
6 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 under Section 2.6), the Company may redeem the Private Placement Warrants pursuant to Section
6.1 or 6.2 hereof, provided that the criteria for redemption are met, including the opportunity of the holder
of such Private Placement Warrants to exercise the Private Placement Warrants prior to redemption pursuant to Section 6.4.
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.


 


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. The Warrant
Agent may, at its option, countersign replacement Warrants for mutilated certificates upon presentation thereof without such indemnity.


 


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


 






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


 


7.4.1        Registration
of the Ordinary Shares. The Company agrees that as soon as practicable, but in no event later than fifteen (15) Business
Days after the closing of its initial Business Combination, it shall use its commercially reasonable efforts to file with the
Commission a registration statement for the registration, under the Securities Act, of the Ordinary Shares issuable upon
exercise of the Warrants. The Company shall use its commercially reasonable efforts to cause the same to become effective 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 60th Business Day following the closing of the Company’s initial Business Combination, holders of the
Warrants shall have the right, during the period beginning on the 61st Business Day after the closing of the Company’s
initial Business Combination and ending upon such registration statement being declared effective by the Commission, and
during any other period when the Company shall fail to have maintained an effective registration statement covering the
Ordinary Shares issuable upon exercise of the Warrants, to exercise such Warrants on a “cashless basis,” by
exchanging the Warrants (in accordance with Section 3(a)(9) of the Securities Act (or any successor statute) or another
exemption) for that number of Ordinary Shares equal to the lesser of (A) the quotient obtained by dividing (x) the product of
the number of Ordinary Shares underlying the Warrants, multiplied by the excess of the “Cashless Fair Market
Value” (as defined below) over the Warrant Price by (y) the Cashless Fair Market Value and (B) 0.361. Solely for
purposes of this subsection 7.4.1, “Cashless Fair Market Value” shall mean the volume weighted
average price of the Ordinary Shares for the ten (10) trading days 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 Securities Act and (ii) the Ordinary Shares issued upon such exercise shall be freely tradable under
United States federal securities laws by anyone who is not (and has not been during the preceding three months) an affiliate
(as such term is defined in Rule 144 under the Securities Act (or any successor rule)) of the Company and, accordingly, shall
not be required to bear a restrictive legend. Except as provided in subsection 7.4.2, for the avoidance of doubt,
unless and until all of the Warrants have been exercised or have expired, the Company shall continue to be obligated to
comply with its registration obligations under the first three sentences of this subsection 7.4.1.


 


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


 






    15


     


    

 






8.            
 Concerning the Warrant Agent and Other Matters.


 


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


 


8.2          
Resignation, Consolidation, or Merger of Warrant Agent.


 


8.2.1       
Appointment of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign
its duties and be discharged from all further duties and liabilities hereunder after giving sixty (60) days’ notice in writing
to the Company. If the office of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company
shall appoint in writing a successor Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment
within a period of thirty (30) days after it has been notified in writing of such resignation or incapacity by the Warrant Agent
or by the holder of a Warrant (who shall, with such notice, submit his, her or its Warrant for inspection by the Company), then
the holder of any Warrant may apply to the Supreme Court of the State of New York for the County of New York for the appointment
of a successor Warrant Agent at the Company’s cost. Any successor Warrant Agent, whether appointed by the Company or by such
court, shall be authorized under applicable laws to exercise the powers of a transfer agent 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.


 


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


 


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


 


8.3          
Fees and Expenses of Warrant Agent.


 


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


 






    16


     


    

 


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


 


8.4           
Liability of Warrant Agent.


 


8.4.1       
Reliance on Company Statement. Whenever in the performance of its duties under this Agreement, the Warrant Agent
shall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering
any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed
to be conclusively proved and established by a statement signed by the Chairman of the Board, Chief Executive Officer, Chief Financial
Officer, the President or the Secretary 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, or its representatives’, gross negligence,
willful misconduct, bad faith or material breach of this Agreement. The Company agrees to indemnify the Warrant Agent and save
it harmless against any and all liabilities, including judgments, costs and reasonable 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, or its representatives’,
gross negligence, willful misconduct, bad faith or material breach of this Agreement.


 


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


 


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


 






    17


     


    

 


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 or overnight delivery
or if sent by certified mail or private courier service within five (5) days after deposit of such notice, postage prepaid, addressed
(until another address is filed in writing by the Company with the Warrant Agent), as follows:


 


Apollo Strategic Growth Capital

9 West 57th Street, 43rd Floor

New York, NY 10019

Attention: James Crossen


 


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


 


Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, NY 10004

Attention: Compliance Department


 


in each case, with a copy to:


 


White & Case LLP

1221 Avenue of the Americas

New York, NY 10020

Attention: Joel L. Rubinstein

Email: joel.rubinstein@whitecase.com


 


9.3            Applicable
Law. 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. 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 City of
New York, County of New York, 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. The Company hereby waives any objection
to such exclusive jurisdiction and that such courts represent an inconvenient forum.


 






    18


     


    

 


9.4           Compliance
and Confidentiality. The Warrant Agent shall perform its duties under this Agreement in compliance with all applicable
laws, including those relating to privacy, data protection and information security (such as the Cayman Islands Data
Protection Law, 2017, the General Data Protection Regulation (EU) 2016/679 and the California Consumer Privacy Act, as
applicable), shall keep confidential all information (including personally identifiable information and personal data)
relating to this Agreement and, except as required by applicable law, shall not use such information for any purpose other
than the performance of the Warrant Agent’s obligations under this Agreement.


 


9.5           
Persons Having Rights under this Agreement. Nothing in this Agreement shall be construed to confer upon, or give
to, any person or corporation 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.


 


9.6           
Examination of the Warrant Agreement. A copy of this Agreement shall be available at all reasonable times at the
office of the Warrant Agent 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.


 


9.7          
Counterparts; Electronic Signatures. 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. A signature to this Agreement transmitted electronically shall have the same authority, effect
and enforceability as an original signature.


 


9.8          
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.


 


9.9           Amendments.
This Agreement may be amended by the parties hereto without the consent of any Registered Holder (i) for the purpose of
curing any ambiguity, or curing, correcting or supplementing any defective provision contained herein or adding or changing
any other 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 interest of the Registered Holders and (ii) to provide for
the delivery of Alternative Issuance pursuant to Section 4.4. All other modifications or amendments, including any
modification or amendment to increase the Warrant Price or shorten the Exercise Period shall require the vote or written
consent of the Registered Holders of 50% of the number of the 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. 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.


 






    19


     


    

 


9.10         
Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision
hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore,
in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of
this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.


 


Exhibit A – Form of Warrant Certificate

Exhibit B – Legend Private Placement Warrants


 






    20


     


    

 


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


 


	
	 	APOLLO STRATEGIC GROWTH CAPITAL
	 	 	 
		By:	/s/
                                                                 James Crossen
		 	Name:	James Crossen
		 	Title:	Chief Financial Officer and Secretary
	 	 	 	 
	
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as
    Warrant Agent
	 	 	 
		By:	/s/
                                                                 Henry Farrell
		 	Name:	Henry Farrell
		 	Title:	Vice President




 


[Signature Page
to Warrant Agreement]


 






    


     


    

 


EXHIBIT A



[Form of Warrant Certificate]


 


[FACE]


 


Number


 


Warrants


 


THIS WARRANT SHALL BE NULL AND VOID
IF NOT EXERCISED PRIOR TO THE 

EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR

IN THE WARRANT AGREEMENT DESCRIBED BELOW


APOLLO STRATEGIC GROWTH CAPITAL


 


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) evidenced hereby (the
 “Warrants” and each, a “Warrant”) to purchase Class A ordinary shares,
par value $0.00005 per share (“Ordinary Shares”), of Apollo Strategic Growth Capital, a Cayman
Islands exempted company incorporated with limited liability (the “Company”). Each whole Warrant
entitles the holder, upon exercise during the period set forth in the Warrant Agreement referred to below, to receive from
the Company that number of fully paid and non-assessable Ordinary Shares as set forth below, at the exercise price (the
 “Warrant 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 Warrant 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. No fractional shares will 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 will, upon
exercise, round down to the nearest whole number of Ordinary Shares to be issued to the holder of the Warrant. 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 Warrant Price per Ordinary Share
for each Warrant is equal to $11.50 per share. The Warrant Price is subject to adjustment upon the occurrence of certain events
as set forth in the Warrant Agreement.


 






    A-1


     


    

 


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 null and 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, without regard to conflicts of laws principles
thereof.


 


	 	APOLLO STRATEGIC GROWTH CAPITAL
	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent
	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 


 






    A-2


     


    

 


[Form of Warrant Certificate]


 


[Reverse]


 


The Warrants evidenced by this Warrant Certificate
are part of a duly authorized issue of Warrants entitling the holder on exercise to receive Ordinary Shares and are issued or to
be issued pursuant to a Warrant Agreement dated as of                , 2020 (the “Warrant Agreement”), duly executed
and delivered by the Company to Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (or successor
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 Warrant Price as specified in the Warrant Agreement (or through “cashless exercise”
as provided for in the Warrant Agreement) at the designated 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 Ordinary Shares to be issued upon exercise is effective under the Securities Act and (ii) a prospectus thereunder relating
to the Ordinary Shares is current, except through “cashless exercise” as provided for in the Warrant
Agreement.


 


The Warrant Agreement provides that upon
the occurrence of certain events the number of Ordinary Shares issuable upon exercise of the Warrants set forth on the face hereof
may, subject to certain conditions, be adjusted.


 


Warrant Certificates, when surrendered at
the designated 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 entitle any holder hereof to any rights of a shareholder of the Company.


 






    A-3


     


    

 


Election to Purchase


 


(To Be Executed Upon Exercise of Warrant)


 


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


 


In the event that the Warrant has been called
for redemption by the Company pursuant to Section 6.2 of the Warrant Agreement and a holder thereof elects to exercise its
Warrant pursuant to a Make-Whole Exercise (as defined in Section 6.2 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(e) and Section 6.2 of
the Warrant Agreement.


 


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


 


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


 


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


 


[Signature Page follows]


 






    A-4


     


    

 


Date:               , 20


 


	 	 
	 	(Signature)
	 	 
	 	 
	 	 
	 	(Address)
	 	 
	 	(Tax Identification Number)


Signature Guaranteed:


 


THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR
INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE
MEDALLION PROGRAM, PURSUANT TO SECURITIES AND EXCHANGE COMMISSION RULE 17Ad-15 (OR ANY SUCCESSOR RULE) UNDER THE SECURITIES EXCHANGE
ACT OF 1934, AS AMENDED).


 






    A-5


     


    

 


EXHIBIT B

  

LEGEND


 


“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED
OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS
OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED IN THE
LETTER AGREEMENT BY AND AMONG APOLLO STRATEGIC GROWTH CAPITAL (THE “COMPANY”), APSG SPONSOR, L.P. 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 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.”


 






    B-1