Exhibit 4.4


 


WARRANT AGREEMENT


 


between


GOGREEN INVESTMENTS CORPORATION


and


CONTINENTAL STOCK TRANSFER & TRUST COMPANY


Dated [●], 2021


 


THIS WARRANT AGREEMENT (this
“Agreement”), dated as of [●], 2021, is by and between GoGreen Investments Corporation, a Cayman Islands
exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited
purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”, also referred to herein as the
“Transfer Agent”).


 


WHEREAS, on [●], 2021,
the Company entered into that certain Placement Unit Subscription Agreement, with GoGreen Sponsor 1 LP, a Delaware limited liability company
(the “Sponsor”), pursuant to which the Sponsor will purchase an aggregate of up to 800,000 units for an aggregate
purchase price of up to $8,000,000 (“Placement Units”), each unit consisting of one Class A ordinary share (as
defined below) (“Placement Shares”) and one-third of one redeemable warrant to purchase one Placement Share
(the “Placement Warrants”) of the Company, and, in connection therewith, has determined to issue and deliver
up to 266,667 Placement Warrants bearing the legend set forth in Exhibit B hereto, to be sold simultaneously with the
closing of the Offering (as defined below), included as part of the Placement Units. Each Placement Warrant entitles the holder thereof
to purchase one Placement Share at a price of $11.50 per share, subject to adjustment as described herein;


 


WHEREAS, in order to finance
the Company’s transaction costs in connection with an intended initial merger, share exchange, asset acquisition, share purchase,
reorganization or similar business combination, involving the Company and one or more businesses (a “Business Combination”),
the Sponsor, members of the Company’s management team or any of their respective affiliates or third parties 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 Units at a price
of $10.00 per Unit, each Unit consisting of one Class A ordinary share and one-third of one redeemable warrant to purchase one Class A
ordinary share (the “Loan Warrants”);


 


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 and one-third of one Public Warrant (as defined below) (the “Public Units”,
and together with the Placement Units, the “Units”) and, in connection therewith, has determined to issue and
deliver up to 9,583,333 redeemable warrants (including up to 1,250,000 redeemable warrants subject to the Over-allotment Option (as defined
below)) to public investors in the Offering as part of the Units (the “Public Warrants” and, together with the
Placement Warrants and the Loan Warrants, the “Warrants”). Each whole Warrant entitles the holder thereof to
purchase one Class A ordinary share of the Company, par value $0.0001 per share (“Class A ordinary shares”),
for $11.50 per share, subject to adjustment as described herein. Only whole Warrants are exercisable. A holder of the Public Warrants
will not be able to exercise any fraction of a Warrant;


 


WHEREAS, the Company has filed
with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1, No. 333-256781
(the “Registration Statement”) and prospectus (the “Prospectus”), for the registration,
under the Securities Act of 1933, as amended (the “Securities Act”), of the Public Units, the Public Warrants,
the Class A ordinary shares included in the Units and the Class A ordinary shares underlying the Public Warrants;


 


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 (if a physical certificate is issued), as provided herein, the valid, binding and legal obligations of
the Company, and to authorize the execution and delivery of this Agreement.


 


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


 


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


 


2. Warrants.


 


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


 


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


 


2.3 Registration.


 


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


 


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


 


Physical certificates, if
issued, shall be signed by, or bear the facsimile signature of, the Chief Executive Officer, Chief Financial Officer, 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 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.


 






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2.4 Detachability of
Warrants. The Class A ordinary shares and Public Warrants comprising the Units shall begin separate trading on the fifty-second
(52nd) day following the date of the Prospectus or, if such fifty-second (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 earlier of such dates, the “Detachment
Date”) with the consent of Citigroup Global Markets Inc. and Credit Suisse Securities (USA) LLC, acting as representatives
of the several underwriters, but in no event shall the Class A ordinary shares and the Public Warrants comprising the Units be separately
traded until (A) the Company has filed a Current Report on Form 8-K with the Commission containing an audited balance sheet
reflecting the receipt by the Company of the gross proceeds of the Offering, including the proceeds then received by the Company from
the exercise by the underwriters of their right to purchase additional Units in the Offering (the “Over-allotment Option”),
if the closing of the Over-allotment Option occurs on the initial closing of the Offering, and (B) the Company issues a press release
announcing when such separate trading shall begin. If the closing of the underwriters’ Over-Allotment Option occurs after the initial
closing of the Offering, the Company shall file a second Current Report on Form 8-K to provide updated information to reflect the exercise
of the underwriters’ Over-allotment Option.


 


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


 


2.6 Placement Warrants;
Loan Warrants.


 


2.6.1 The Placement Warrants
and the Loan Warrants shall be identical to the Public Warrants, except that the Placement Warrants and the Loan Warrants, including the
Class A ordinary shares issuable upon exercise of the Placement Warrants and the Loan Warrants, may not be transferred, assigned
or sold until thirty (30) days after the completion by the Company of an initial Business Combination; provided that, the Placement Warrants
and the Loan Warrants and any Class A ordinary shares held by the Sponsor or any of their Permitted Transferees (as defined below)
that are issued upon exercise of the Placement Warrants and the Loan Warrants may be transferred, assigned or sold 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, officer or director
of the Sponsor, or any immediate family member, partner, affiliate or employee of a member of the Sponsor;


 


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


 


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


 


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


 


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


 


(f) by virtue of the laws
of the Cayman Islands or the Sponsor’s organizational documents upon liquidation or dissolution of our Sponsor;


 


(g) to the Company for no
value for cancellation in connection with the completion of its initial Business Combination;


 


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


 


provided, however,
that in each case (except for clauses (g) or (h)) prior to such registration for transfer, the Warrant Agent shall be presented
with written documentation pursuant to which each permitted transferee (the “Permitted Transferees”) must enter
into a written agreement with the Company agreeing to be bound by these transfer restrictions.


 






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3. Terms and Exercise
of Warrants.


 


3.1 Warrant Price.
Each whole Warrant shall entitle the Registered Holder thereof, subject to the provisions of such Warrant and of this Agreement, to purchase
from the Company the number of Class A ordinary shares stated therein, at the price of $11.50 per share, subject to the adjustments
provided in Section 4 hereof and in the last sentence of this Section 3.1. The term “Warrant
Price” as used in this Agreement shall mean the price per share (including in cash or by payment of Warrants pursuant to
a “cashless exercise,” to the extent permitted hereunder) described in the prior sentence at which Class A 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 date that
is thirty (30) days after the first date on which the Company completes an initial Business Combination, and (B) terminating at the
earliest to occur of (x) 5:00 p.m., New York City time on the date that is five (5) years after the date on which the Company
completes its initial Business Combination, (y) the liquidation of the Company in accordance with the Company’s amended and
restated memorandum and articles of association, as amended from time to time, if the Company fails to complete a Business Combination,
and (z)  5:00 p.m., New York City time on the Redemption Date (as defined below) as provided in Section 6.3 hereof
(the “Expiration Date”); provided, however, that the exercise of any Warrant shall be
subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.2 below, with respect to an
effective registration statement or a valid exemption therefrom being available. Except with respect to the right to receive the Redemption
Price (as defined below) in the event of a redemption (as set forth in Section 6 hereof), each Warrant not exercised
on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall
cease at 5:00 p.m. New York City time on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants
by delaying the Expiration Date; provided that the Company shall provide at least twenty (20) days prior written notice
of any such extension to Registered Holders of the Warrants and, provided further that any such extension shall be identical in duration
among all the Warrants.


 


3.3 Exercise of Warrants.


 


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


 


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


 


(b) in the event of a redemption
pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”)
has elected to require all holders of the Warrants that wish to exercise their Warrants to exercise such Warrants on a “cashless
basis,” by surrendering the Warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the
product of the number of Class A ordinary shares underlying the Warrants, multiplied by the excess of the “Fair Market Value”,
as defined in this subsection 3.3.1(b) over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection
3.3.1(b) and Section 6.3, the “Fair Market Value” shall mean the average last reported sale price of
the Class A ordinary shares for the ten (10) trading days ending on the third trading day prior to the date on which the notice of redemption
is sent to the holders of the Warrants, pursuant to Section 6 hereof;


 






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(c) [Reserved];


 


(d) [Reserved]; or


 


(e) on a cashless basis, as
provided in Section 7.4 hereof.


 


3.3.2 Issuance of
Class A 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 Class A ordinary shares to which he,
she or it is entitled, registered in such name or names as may be directed by him, her or it on the register of members of the Company,
and if such Warrant shall not have been exercised in full, a new book-entry position or countersigned Warrant, as applicable, for the
number of shares as to which such Warrant shall not have been exercised. Notwithstanding the foregoing, the Company shall not be obligated
to deliver any Class A ordinary shares pursuant to the exercise of a Warrant and shall have no obligation to settle such Warrant
exercise unless a registration statement under the Securities Act with respect to the issuance of the Class A ordinary shares underlying
the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company’s satisfying its obligations
under Section 7.4, or a valid exemption from registration is available. No Warrant shall be exercisable and the
Company shall not be obligated to issue Class A ordinary shares upon exercise of a Warrant unless the Class A 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 no event will the Company be required to net cash
settle the Warrant exercise. Subject to Section 4.7 of this Agreement, a Registered Holder of Warrants may exercise
its Warrants only for a whole number of Class A ordinary shares. The Company may require holders of 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 a Class A
ordinary share, the Company shall round down to the nearest whole number, the number of Class A ordinary shares to be issued to such
holder.


 


3.3.3 Valid Issuance.
All Class A ordinary shares issued upon the proper exercise of a Warrant in conformity with this Agreement and the amended and restated
memorandum and articles of association of the Company, shall be validly issued as fully paid and nonassessable.


  


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


 






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3.3.5 Maximum Percentage.
A holder of a Warrant may notify the Company in writing in the event it elects to be subject to the provisions contained in this subsection
3.3.5; however, no holder of a Warrant shall be subject to this subsection 3.3.5 unless he, she or it
makes such election. If the election is made by a holder, the Warrant Agent shall not effect the exercise of the holder’s Warrant,
and such holder shall not have the right to exercise such Warrant, to the extent that after giving effect to such exercise, such person
(together with such person’s affiliates), to the Warrant Agent’s actual knowledge, would beneficially own in excess of 9.8%
(or such other amount as a holder may specify) (the “Maximum Percentage”) of the Class A ordinary shares
outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of Class A
ordinary shares beneficially owned by such person and its affiliates shall include the number of Class A ordinary shares issuable
upon exercise of the Warrant with respect to which the determination of such sentence is being made, but shall exclude Class A 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 Class A ordinary shares, the holder may rely on the number of outstanding Class A 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 Transfer Agent, setting forth the number of Class A 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 Class A ordinary shares then outstanding. In any case, the number of issued
and outstanding Class A ordinary shares shall be determined after giving effect to the conversion or exercise of equity securities
of the Company by the holder and its affiliates since the date as of which such number of issued and outstanding Class A ordinary
shares was reported. By written notice to the Company, the holder of a Warrant may from time to time increase or decrease the Maximum
Percentage applicable to such holder to any other percentage specified in such notice; provided, however, that
any such increase shall not be effective until the sixty-first (61st) day after such notice is delivered to the Company.


 


4. Adjustments.


 


4.1 Share Capitalizations.


 


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


 






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4.1.2 Extraordinary
Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend or make a distribution
in cash, securities or other assets to all or substantially all of the holders of Class A ordinary shares on account of such Class A
ordinary shares (or other securities 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 Class A ordinary shares in connection with a proposed initial Business Combination, (d) to satisfy the redemption rights
of the holders of the Class A ordinary shares in connection with a shareholder vote to amend the Company’s amended and restated
memorandum and articles of association (i) to modify the substance or timing of the Company’s obligation to provide holders
of the Class A ordinary shares the right to have their shares redeemed in connection with the Company’s initial Business Combination
or to redeem 100% of the Class A ordinary shares included in the Public Units if the Company does not complete its initial Business Combination
within the time period required by the Company’s amended and restated memorandum and articles of association, as amended from time
to time, or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity,
(e) as a result of the repurchase of Class A ordinary shares by the Company if a proposed initial Business Combination is presented
to the shareholders of the Company for approval or (f) in connection with the redemption of public shares upon the failure of the
Company to complete its initial Business Combination and any subsequent distribution of its assets upon its liquidation (any such non-excluded
event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective
immediately after the effective date of such Extraordinary Dividend, by the amount of cash and/or the fair market value (as determined
by the Board, in good faith) of any securities or other assets paid on each Class A 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 Class A ordinary shares during the three hundred sixty five (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 Class A
ordinary shares issuable on exercise of each Warrant) to the extent it does not exceed $0.50 (being 5% of the offering price of the Units
in the Offering).


 


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


 


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


 


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


 






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4.5 Replacement of Securities
upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Class A ordinary shares (other
than a change covered by Section 4.1 or Section 4.2 hereof or that solely affects the par value
of such Class A 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 corporation and that does not result in any reclassification or
reorganization of the outstanding Class A ordinary shares) in which any “person” or “group” (as such terms
are used in Sections 13(d) and 14(d) of the Exchange Act) acquired more than 50% of the voting power of the Company’s securities,
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, 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 Class A ordinary shares of the Company immediately theretofore
purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities
or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following
any such sale or transfer, that the holder of the Warrants would have received if such holder had exercised his, her or its Warrant(s) immediately
prior to such event (the “Alternative Issuance”);  provided however that if the holders
of the Class A 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 Class A ordinary shares in such consolidation or merger that affirmatively make such election, provided
further that if less than 70% of the consideration receivable by the holders of the Class A ordinary shares in the applicable
event is payable in the form of shares in the successor entity that is listed for trading on a national securities exchange or is quoted
in an established over-the-counter market, or is to be so listed for trading or quoted immediately following such event, and if the Registered
Holder properly exercises the Warrant within thirty (30) days following the public disclosure of the consummation of such applicable event
by the Company pursuant to a Current Report on Form 8-K filed with the Commission, the Warrant Price shall be reduced by an amount
(in dollars) equal to the difference of (i) the Warrant Price in effect prior to such reduction minus (ii) (A) the Per
Share Consideration (as defined below) (but in no event less than zero) minus (B) the Black-Scholes Warrant Value (as defined below).
The “Black-Scholes Warrant Value” means the value of a Warrant immediately prior to the consummation of the
applicable event based on the Black-Scholes Warrant Model for a Capped American Call on Bloomberg Financial Markets (“Bloomberg”),
as calculated by an accounting, appraisal, investment banking firm or consultant of nationally recognized standing that is, in the good
faith judgment of the Board, qualified to make such calculation.


 


For purposes of calculating
such amount, (i) Section 6 of this Agreement shall be taken into account, (ii) the price of each Class A
ordinary share shall be the arithmetic average of the daily volume-weighted average price of the Class A 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, (iii) the
assumed volatility shall be the ninety (90) day volatility obtained from the HVT function on Bloomberg determined as of the trading day
immediately prior to the day of the announcement of the applicable event and (iv) the assumed risk-free interest rate shall correspond
to the U.S. Treasury rate for a period equal to the remaining term of the Warrant. “Per Share Consideration”
means (i) if the consideration paid to holders of the Class A ordinary shares consists exclusively of cash, the amount of such
cash per Class A ordinary share, and (ii) in all other cases, the arithmetic average of the daily volume-weighted average price
of the Class A 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 Class A 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 such Warrant.


 


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


 


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


 


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


 






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4.9 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 registered 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 4.9 as
a result of any issuance of securities in connection with a Business Combination. The Company shall adjust the terms of the Warrants in
a manner that is consistent with any adjustment recommended in such opinion. For the avoidance of doubt, all adjustments made pursuant
to this Section 4.9 shall be made equally to all outstanding warrants.


 


4.10 No Adjustment.
For the avoidance of doubt, no adjustment shall be made to the terms of the Warrants solely as a result of an adjustment to the conversion
ratio of the Class B ordinary shares into Class A ordinary shares or the conversion of the Class B ordinary share into
Class A ordinary shares, in each case, pursuant to the Company’s amended and restated memorandum and articles of association,
as amended from time to time.


 


5. Transfer and Exchange
of Warrants.


 


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


 


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


 


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


 


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 Public 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 Public Warrants included in such Units. Notwithstanding
the foregoing, the provisions of this Section 5.6 shall have no effect on any transfer of Public Warrants on and
after the Detachment Date.


 






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6. Redemption.


 


6.1 Redemption of Warrants
When the Price per Class A Ordinary Share Equals or Exceeds $18.00. 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 the price of $0.01 per Warrant (the “Redemption
Price”), provided that the last reported sales price of the Class A ordinary shares reported has been at least $18.00
per share (subject to adjustment in compliance with Section 4 hereof), on each of 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 and provided
that there is an effective registration statement covering the Class A ordinary shares issuable upon exercise of the Warrants, and a
current prospectus relating thereto, available throughout the 30-day Redemption Period (as defined in Section 6.3 below)
unless the Company has elected to require the exercise of the Warrants on a “cashless basis” pursuant to subsection
3.3.1(b). The Company may elect to redeem the Warrants even if it is unable to register or qualify the underlying securities for
sale under all applicable state securities laws. The Company shall use its best efforts to register or qualify such Class A ordinary
shares under the blue sky laws of the state of residence in those states in which the Public Warrants were offered in the Offering.


 


6.2 [Reserved]


  


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, the Company shall fix a date for the redemption (the “Redemption Date”). Notice
of redemption shall be mailed by first class mail, postage prepaid, by the Company not less than thirty (30) days prior to the Redemption
Date (the “30-day Redemption Period”) to the Registered Holders of the Warrants to be redeemed at their last
addresses as they shall appear on the registration books. Any notice mailed in the manner herein provided shall be conclusively presumed
to have been duly given whether or not the Registered Holder received such notice. In the event that the Board elects to require the exercise
of the Warrants on a “cashless basis” pursuant to Section 3.3.3(b), the notice of redemption shall contain the information
necessary to calculate the number of Class A ordinary shares to be received upon exercise of the Warrants, including the applicable Fair
Market Value.


 


6.4 Exercise After Notice
of Redemption. The Warrants may be exercised for cash (or on a “cashless basis” pursuant to subsection 3.3.1 or 7.4 hereof
if applicable) 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.


 


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.


 






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


 


7.4 Registration of
Class A ordinary shares; Cashless Exercise at Company’s Option.


 


7.4.1 Registration
of the Class A ordinary shares. The Company agrees that as soon as practicable, but in no event later than twenty (20) Business
Days after the closing of its initial Business Combination, it shall use its commercially reasonable efforts to file with the Commission
a post-effective amendment to the Registration Statement or a new registration statement for the registration, under the Securities Act,
of the Class A ordinary shares issuable upon exercise of the Warrants. The Company shall use its commercially reasonable efforts
to cause the same to become effective within sixty (60) Business Days after the closing of the Company’s initial Business Combination
and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration or redemption
of the Warrants in accordance with the provisions of this Agreement. If any such post-effective amendment or such new registration statement
has not been declared effective by the sixtieth (60th) Business Day following the closing of the Business Combination, holders of the
Warrants shall have the right, during the period beginning on the sixty-first (61st) Business Day after the closing of the Business Combination
and ending upon such post-effective amendment or such new registration statement being declared effective by the Commission, and during
any other period when the Company shall fail to have maintained an effective registration statement covering the issuance of the Class A
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
Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying
the Warrants, multiplied by the excess of the “Fair Market Value” (as defined below) over the Warrant Price by (y) the Fair
Market Value. Solely for purposes of this subsection 7.4.1, “Fair Market Value” shall mean the arithmetic average
of the daily volume-weighted average price of the Class A ordinary shares as reported during the ten (10) trading day period ending on
the trading day prior to the date that notice of exercise is received by the Warrant Agent from the holder of such Warrants or its securities
broker or intermediary. The date that notice of cashless exercise is received by the Warrant Agent shall be conclusively determined by
the Warrant Agent. In connection with the “cashless exercise” of a 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 Class A ordinary shares issued upon such exercise shall be freely tradable under United States federal
securities laws by anyone who is not an affiliate (as such term is defined in Rule 144 under the Securities Act (or any successor statute))
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 any 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 Class A 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, the Company may, at its option, (i) require holders of Warrants to exercise their Warrants on a “cashless basis”
in accordance with Section 3(a)(9) of the Securities Act as described in subsection 7.4.1 and (ii) in
the event the Company so elects, the Company shall (x) not be required to file or maintain in effect a registration statement for
the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the Warrants, notwithstanding
anything in this Agreement to the contrary, and (y) use its commercially reasonable efforts to register or qualify for sale the Class A
ordinary shares issuable upon exercise of the Warrant under applicable blue sky laws of the state of the residence of the holder to the
extent an exemption is not available.


 


8.   Concerning
the Warrant Agent and Other Matters.


 


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


 






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8.2 Resignation, Consolidation,
or Merger of Warrant Agent.


 


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


 


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 Class A ordinary shares not later than the effective date of any such appointment.


 


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


 


8.3 Fees and Expenses
of Warrant Agent.


 


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


 


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


 


8.4 Liability of Warrant
Agent.


 


8.4.1 Reliance on
Company Statement. Whenever in the performance of its duties under this Agreement, the Warrant Agent shall deem it necessary or desirable
that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter
(unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by
a statement signed by the Chief Executive Officer or Chief Financial 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.


 






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


 


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


 


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


 


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


 


9.  Miscellaneous Provisions.


 


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


 


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


 


GoGreen Investments Corporation

Houston, TX 77002

Attention: John Dowd


Email: John@gogreeninvestments.com


 


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


 


Continental Stock Transfer & Trust Company

One State Street, 30th Floor

New York, NY 10004

Attention: Compliance Department


 






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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 State of New York or the United States District Court for the Southern
District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive forum for any such action, proceeding
or claim. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.
Notwithstanding the foregoing, the provisions of this paragraph will not apply to suits brought to enforce any liability or duty created
by the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive
forum.


 


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


 


9.4 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.


 


9.5 Examination of the
Warrant Agreement. A copy of this Agreement shall be available at all reasonable times at the office of the Warrant Agent in the Borough
of Manhattan, City and State of New York, for inspection by the Registered Holder of any Warrant.  The Warrant Agent may require
any such holder to submit such holder’s Warrant for inspection by the Warrant Agent.


 


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


 


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


 


9.8 Amendments.
This Agreement may be amended by the parties hereto without the consent of any Registered Holder for the purpose of curing any ambiguity
or correct any mistake, including to conform the provisions hereof to the description of the terms of the Warrants and this Agreement
set forth in the Prospectus, or 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. All other modifications or amendments, including
any amendment to increase the Warrant Price or shorten the Exercise Period and any amendment to the terms that adversely affects the interests
of the Registered Holders of Warrants, shall require the vote or written consent of the Registered Holders of a majority of the then outstanding
Warrants. All adjustments made pursuant to this Agreement shall be made equally to all outstanding Warrants. Notwithstanding the foregoing,
the Company may lower the Warrant Price or extend the duration of the Exercise Period pursuant to Sections 3.1 and 3.2,
respectively, without the consent of the Registered Holders.


 


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


 


Exhibit A Form of Warrant Certificate


 


Exhibit B Legend — Placement Warrants and Loan Warrants


 


[SIGNATURE PAGE FOLLOWS]


 




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


 


	 	GOGREEN INVESTMENTS CORPORATION
	 	 
	 	By:	 
	 	 	Name: John Dowd
	 	 	Title: Chief Executive Officer
	 	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY,
	 	as Warrant Agent
	 	 	 
	 	By:	 
	 	 	Name: Ana Gois
	 	 	Title:   Vice President


 


[Signature Page to Warrant Agreement]


 




     


     


    

 


EXHIBIT A


 


Form of Warrant Certificate


 


[FACE]


Number


Warrants


 


THIS WARRANT SHALL BE VOID IF NOT EXERCISED
PRIOR TO

THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR

IN THE WARRANT AGREEMENT DESCRIBED BELOW


 


GOGREEN INVESTMENTS CORPORATION


 


Incorporated Under the Laws of the Cayman Islands


CUSIP G9461B 119


 


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


 


Each whole Warrant is initially
exercisable for one fully paid and non-assessable Class A 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 a Class A ordinary share,
the Company will, upon exercise, round down to the nearest whole number the number of Class A ordinary shares to be issued to the
Warrant holder. The number of Class A ordinary shares issuable upon exercise of the Warrants is subject to adjustment upon the occurrence
of certain events as set forth in the Warrant Agreement.


 


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


 


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


 


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


 


This Warrant Certificate shall
not be valid unless countersigned by the Warrant Agent, as such term is used in the Warrant Agreement.


 


This Warrant Certificate shall
be governed by and construed in accordance with the internal laws of the State of New York, without regard to conflicts of laws principles
thereof.


 




     


     


    

 


	 	GOGREEN INVESTMENTS CORPORATION
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY,
	 	as Warrant Agent
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


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


 


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


 


Notwithstanding anything else
in this Warrant Certificate or the Warrant Agreement, no Warrant may be exercised unless at the time of exercise (i) a registration
statement covering the issuance of the Class A ordinary shares to be issued upon exercise is effective under the Securities Act and
(ii) a prospectus thereunder relating to the Class A 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 Class A ordinary shares issuable upon exercise of the Warrants set forth
on the face hereof may, subject to certain conditions, be adjusted. If, upon exercise of a Warrant, the holder thereof would be entitled
to receive a fractional interest in a Class A ordinary share, the Company shall, upon exercise, round down to the nearest whole number
of Class A ordinary shares to be issued to the holder of the Warrant.


 


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


 






     


     


    

 


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


 


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


 


Election to Purchase


(To Be Executed Upon Exercise of Warrant)


 


The undersigned hereby irrevocably
elects to exercise the right, represented by this Warrant Certificate, to receive Class A ordinary shares and herewith tenders payment
for such Class A ordinary shares to the order of GoGreen Investments Corporation (the “Company”) in
the amount of $_____ in accordance with the terms hereof.  The undersigned requests that a certificate for such Class A
ordinary shares be registered in the name of _______________, whose address is ____________________ and that such Class A ordinary
shares be delivered to _______________, whose address is ____________________. If said number of Class A ordinary shares is
less than all of the Class A ordinary shares purchasable hereunder, the undersigned requests that a new Warrant Certificate representing
the remaining balance of such Class A 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 of the Warrant Agreement and the Company has required
cashless exercise pursuant to Section 6.1 of the Warrant Agreement, the number of Class A ordinary shares that this Warrant
is exercisable for shall be determined in accordance with subsection 3.3.1(b)  of the Warrant Agreement.


 


In the event that the Warrant
is to be exercised on a “cashless” basis pursuant to Section 7.4 of the Warrant Agreement, the number
of Class A 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 Class A 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 Class A ordinary shares. If said number of shares is less than all of the Class A 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 Class A ordinary shares be registered in the name of _______________, whose address is ____________________ and that
such Warrant Certificate be delivered to _______________, whose address is ____________________.


 


[Signature Page Follows]




 






     


     


    

 


	Date:     , 20	 	 
	 	 	(Signature)
	 	 	 
	 	 	(Address)
	 	 	 
	 	 	 
	 	 	(Tax Identification Number)
	 	 	 
	Signature Guaranteed:	 	 
	 	 	 
	 	 	 
	 	 	 


 


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


 






     


     


    

 


EXHIBIT B


 


LEGEND


 


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 GOGREEN INVESTMENTS CORPORATION (THE “COMPANY”), GOGREEN SPONSOR 1 LP, THE OFFICERS AND
DIRECTORS OF THE COMPANY AND THE OTHER PARTIES THERETO, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED
PRIOR TO THE DATE THAT IS THIRTY (30) DAYS AFTER THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED
IN SECTION 3 OF THE WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 2 OF THE WARRANT
AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS.


 


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


 


	 	NO.	WARRANT