Exhibit 10.4


 


PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT


 


THIS PRIVATE PLACEMENT WARRANTS
PURCHASE AGREEMENT, dated as of February 15, 2022 (as it may from time to time be amended, this “Agreement”),
is entered into by and between AXIOS Sustainable Growth Acquisition Corporation, a Cayman Islands exempted company (the “Company”),
AXIOS Sponsor LP, a Delaware limited partnership (the “Sponsor”), and I-Bankers Securities, Inc. (the “Representative”
and together with the Sponsor, the “Purchasers”).


 


WHEREAS:


 


The Company intends to consummate
an initial public offering of the Company’s units (the “Public Offering”), each unit consisting of one Class A
ordinary share of the Company, par value $0.0001 per share (each, an “Ordinary Share”), one right (each, a “Right”)
and one redeemable warrant (each, a “Warrant”). Each Warrant entitles the holder to purchase one Ordinary Share at
a price of $11.50 per share, subject to adjustment. Each Right entitles the holder to receive one-tenth of an Ordinary Share upon consummation
of an initial business combination.


 


The Purchasers have agreed
to purchase an aggregate of 9,020,000 private placement warrants (or up to 9,920,000 warrants if the underwriters’ over-allotment
option in the Public Offering is exercised in full) (the “Private Placement Warrants”) at a purchase price of $1.00
per warrant, each Private Placement Warrant entitling the holder to purchase one Ordinary Share at an exercise price of $11.50 per Ordinary
Share.


 


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


 


AGREEMENT


 


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


 


A.  Authorization
of the Private Placement Warrants. The Company has duly authorized the issuance and sale of the Private Placement Warrants to the
Purchasers.


 


B.  Purchase
and Sale of the Private Placement Warrants.


 


(i)            On
the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchasers and
the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchasers, and the Purchasers shall
purchase from the Company, an aggregate of 9,020,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase
price of $9,020,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to
the Company at least one day prior to the Initial Closing Date in accordance with the Company’s wiring instructions. It is agreed
that on the Initial Closing Date, each Purchaser will be responsible for purchasing a number of the Private Placement Units equal to
the amount set forth opposite such Subscriber in Column A of Schedule I hereto (in each case, such Purchaser’s “Warrant
Purchase Commitment”). On the Initial Closing Date, following the payment by the Purchasers of the Purchase Price by wire transfer
of immediately available funds to the Company, the Company, at its option, shall deliver certificates evidencing the Private Placement
Warrants purchased by the Purchasers on such date duly registered in the respective Purchasers’ names to the Purchasers or effect
such delivery in book-entry form.


 






     


     


    

 


(ii)            On
the date of any closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be
mutually agreed by the Purchasers and the Company (each such date, an “Over-allotment Closing Date,” and each Over-allotment
Closing Date (if any) and the Initial Closing Date being sometimes referred to herein as a “Closing Date”), the Company
shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, up to an aggregate of 900,000 additional
Private Placement Warrants, in the same proportion as the amount of the option that is then so exercised, at a price of $1.00 per warrant
for an aggregate purchase price of up to $900,000 (if the over-allotment option in connection with the Public Offering is exercised in
full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to
the Company at least one day prior to such Over-allotment Closing Date in accordance with the Company’s wiring instructions. It
is agreed that on the Over-allotment Closing Date, each Purchaser will be responsible for purchasing up to the number of the Private
Placement Units equal to the amount set forth opposite such Subscriber in Column B of Schedule I hereto (in the same proportion as the
amount of the option that is then so exercised). On the Over-allotment Closing Date, following the payment by the Purchasers of the Over-allotment
Purchase Price by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificates
evidencing the Private Placement Warrants purchased by the Purchasers on such date duly registered in the respective Purchasers’
names to the Purchasers, or effect such delivery in book-entry form.


 


C.  Terms
of the Private Placement Warrants.


 


(i)            Each
Private Placement Warrant shall have the terms set forth in a Warrant Agreement to be entered into by the Company and Continental Stock
Transfer & Trust Company, as warrant agent, in connection with the Public Offering (a “Warrant Agreement”)
For the avoidance of doubt, the Representative acknowledges and agrees that the Private Placement Warrants purchased by the Representative
may not be exercised following the fifth anniversary of the commencement date of sales in the Public Offering.


 


(ii)            At
the time of, or prior to, the closing of the Public Offering, the Company and the Purchasers shall enter into a registration rights agreement
(the “Registration Rights Agreement”) pursuant to which the Company will grant certain registration rights to the
Purchasers relating to the Private Placement Warrants and the Ordinary Shares underlying the Private Placement Warrants.


 






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(iii)            The
Representative acknowledges and agrees that the Private Placement Warrants and the related registration rights will be deemed compensation
by the Financial Industry Regulation Authority (“FINRA”) and will therefore, pursuant to Rule 5110(e) of
the FINRA Manual, be subject to lock-up for a period of 180 days immediately following the date of effectiveness or commencement of sales
in the Public Offering, subject to FINRA Rule 5110(e)(2). Additionally, the Private Placement Warrants and the related registration
rights held by the Representative may not be sold, transferred, assigned, pledged or hypothecated during the foregoing 180-day period
following the effective date of the registration statement in connection with the Public Offering (the “Registration Statement”)
except to any underwriter or selected dealer participating in the Public Offering and the bona fide officers or partners of the Representative
and any such participating underwriter or selected dealer. Additionally, the Private Placement Warrants and the related registration
rights held by the Representative will not be the subject of any hedging, short sale, derivative, put or call transaction that would
result in the economic disposition of such securities by any person for a period of 180 days immediately following the date of effectiveness
or commencement of sales in the Public Offering. Additionally, the Representative may not exercise demand or piggyback rights with respect
to the Private Placement Warrants after five (5) and seven (7) years, respectively, from the effective date of the Registration
Statement and may not exercise demand rights on more than one occasion, all in accordance with FINRA Rule 5110.05.


 


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


 


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


 


B.  Authorization;
No Breach.


 


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


 


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






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C.  Title
to Securities. Upon issuance in accordance with, and payment pursuant to, and registration in the register of members of the Company,
the terms hereof and the Warrant Agreement, the Ordinary Shares issuable upon exercise of the Private Placement Warrants will be duly
and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the
Warrant Agreement, the Purchasers will have good title to the Private Placement Warrants and the Ordinary Shares issuable upon exercise
of such Private Placement Warrants, free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions
hereunder, under the Insider Letter (as defined below) and under the other agreements contemplated hereby, (ii) transfer restrictions
under federal and state securities laws, and (iii) liens, claims or encumbrances imposed due to the actions of the Purchasers.


 


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


 


Section 3.               Representations
and Warranties of the Purchasers. As a material inducement to the Company to enter into this
Agreement and issue and sell the Private Placement Warrants to the Purchasers, each of the Purchasers (severally, but not jointly) hereby
represents and warrants to the Company (which representations and warranties shall survive each Closing Date) that:


 


A.  Organization
and Requisite Authority. The Purchaser possesses all requisite power and authority necessary to carry out the transactions contemplated
by this Agreement.


 


B.  Authorization;
No Breach.


 


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


 


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


 


C.  Investment
Representations.


 


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


 






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(ii)            The
Purchaser is an “accredited investor” as such term is defined in Rule 501(a)(3) of Regulation D under the Securities
Act of 1933, as amended (the “Securities Act”), and the Purchasers has not experienced a disqualifying event as enumerated
pursuant to Rule 506(d) of Regulation D under the Securities Act.


 


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


 


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


 


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


 


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


 


(vii)          The
Purchaser understands that: (a) the Securities have not been and are not being registered under the Securities Act or any state
securities laws, and may not be offered for sale, sold, assigned or transferred unless (1) in a registered transaction or (2) sold
in reliance on an exemption therefrom; (b) except as specifically set forth in the Registration Rights Agreement, neither the Company
nor any other person is under any obligation to register the Securities under the Securities Act or any state securities laws or to comply
with the terms and conditions of any exemption thereunder; and (c) Rule 144 adopted pursuant to the Securities Act will not
be available for resale transactions of Securities prior to a Business Combination and may not be available for resale transactions of
Securities after a Business Combination.


 


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


 






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(ix)            The
Purchaser understands that the Private Placement Warrants shall bear the legend substantially in the form set forth in the Warrant Agreement.


 


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


 


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


 


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


 


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


 


D.  Warrant
Agreement. The Company shall have entered into the Warrant Agreement with the Warrant Agent on terms satisfactory to the Purchasers.


 


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


 


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


 


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


 


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


 


D.  Warrant
Agreement. The Company shall have entered into the Warrant Agreement with the Warrant Agent on terms satisfactory to the Company.


 






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Section 6.               Termination.
This Agreement may be terminated at any time after June 30, 2022, upon the election by either the Company or the Purchasers upon
written notice to the other party if the closing of the Public Offering does not occur prior to such date.


 


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


 


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


 


Section 9.               Miscellaneous.


 


A.  Successors
and Assigns. Except as otherwise expressly provided herein, all covenants and agreements contained in this Agreement by or on behalf
of any of the parties hereto shall bind and inure to the benefit of the respective successors of the parties hereto whether so expressed
or not. Notwithstanding the foregoing or anything to the contrary herein, the parties may not assign this Agreement, other than assignments
by the Purchasers to affiliates thereof.


 


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


 


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


 


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


 


E.  Governing
Law. This Agreement shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed
in accordance with the internal laws of the State of New York.


 


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


 


[Signature page follows]


 






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


 


	 	COMPANY:
	 	 	 
	 	 	 
	 	AXIOS SUSTAINABLE GROWTH ACQUISITION
    CORPORATION
	 	 	 
	 	 	 
	 	By:	/s/ Benedikt E. Förtig   
	 	 	Name:	Benedikt E. Förtig
	 	 	Title:	Chief Executive Officer
	 	 	 
	 	PURCHASERS:
	 	 
	 	 	 
	 	AXIOS SPONSOR LP
	 	 	 
	 	 	 
	 	By: 	/s/ Benedikt E. Förtig   
	 	 	Name:	 Benedikt E. Förtig
	 	 	Title:	Chief Executive Officer
	 	 	 
	 	I-BANKERS SECURITIES, INC.
	 	 	 
	 	 	 
	 	By: 	/s/ Shelley Leonard    
	 	 	Name:	Shelley Leonard
	 	 	Title:	President



 


[Signature page to Private Placement Warrants
Purchase Agreement]


 






    


     


    

 


SCHEDULE I


 


	Purchaser	 	Column A	 	 	Column B	 
	AXIOS Sponsor LP	 	 	7,770,000	 	 	 	675,000	 
	I-Bankers Securities, Inc.	 	 	1,250,000	 	 	 	225,000