Exhibit 10.1


 


February 15, 2022


 


AXIOS Sustainable Growth Acquisition Corporation


Hidden Pines Farm, 14090, Hopewell Road


Alpharetta, Georgia 30004


 


Re:           Initial
Public Offering


 


Ladies and Gentlemen:


 


This letter (this “Letter Agreement”)
is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered
into or proposed to be entered into by and between AXIOS Sustainable Growth Acquisition Corporation, a Cayman Islands exempted company
(the “Company”), and I-Bankers Securities, Inc., as the representative (the “Representative”)
of the several underwriters named therein (the “Underwriters”), relating to an underwritten initial public offering
(the “Public Offering”), of up to 17,250,000 of the Company’s units (including up to 2,250,000 units that
may be purchased to cover over-allotments, if any) (the “Units”), each comprised 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 the
consummation of an initial Business Combination. The Units shall be sold in the Public Offering pursuant to a registration statement on
Form S-1 and a prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange Commission
(the “Commission”). Certain capitalized terms used herein are defined in paragraph 11 hereof.


 


In order to induce the Company and the Underwriters
to enter into the Underwriting Agreement and to proceed with the Public Offering and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, AXIOS Sponsor LP, a Delaware limited partnership (the “Sponsor”),
the undersigned persons, each of whom is a member of the Company’s board of directors and/or management team (each, an “Insider”
and collectively, the “Insiders”), each of the undersigned Initial Shareholders and the Private Placement Purchaser
and the Representative hereby severally and not jointly agree with the Company as follows:


 


1.            Each
Initial Shareholder and each Insider agrees with the Company that if the Company seeks shareholder approval of a proposed Business Combination,
then in connection with such proposed Business Combination, it, he or she shall (i) vote any Shares owned by it, him or her in favor
of any proposed Business Combination (including any proposals recommended by the Company’s Board of Directors in connection with
such Business Combination) and (ii) not redeem any Shares owned by it, him or her in connection with such shareholder approval. The
Representative hereby agrees that if the Company seeks shareholder approval of a proposed Business Combination, then in connection with
such proposed Business Combination, it shall (i) vote the Representative’s Shares owned or controlled by it in favor of any
proposed Business Combination and (ii) not redeem any Representative’s Shares owned or controlled by it in connection with
such shareholder approval.


 






    


     


    

 


2.            The
Sponsor and each Insider hereby agrees with the Company that in the event that the Company fails to consummate a Business Combination
within 12 months (or up to 18 months if the sponsor exercises its extension options) from the closing of the Public Offering, or such
later period approved by the Company’s shareholders in accordance with the Company’s amended and restated memorandum and articles
of association, as they may be amended from time to time, the Sponsor and each Insider shall take all reasonable steps to cause the Company
to (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than
ten (10) business days thereafter, redeem 100% of the Ordinary Shares sold as part of the Units in the Public Offering (the “Offering
Shares”), at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including
interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the
number of then issued and outstanding Offering Shares, which redemption will completely extinguish all Public Shareholders’ rights
as shareholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible
following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors,
liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors
and the requirements of other applicable law. Each Initial Shareholder and each Insider agrees to not propose any amendment to the Company’s
amended and restated memorandum and articles of association (i) to modify the substance or timing of the Company’s obligation
to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Offering Shares if the
Company does not complete its initial Business Combination within 12 months (or up to 18 months if the sponsor exercises its extension
options) from the closing of the Public Offering, or (ii) with respect to any other provision relating to shareholders’ rights
or pre-initial Business Combination activity, unless the Company provides its Public Shareholders with the opportunity to redeem their
Offering Shares upon approval of any such amendment at a per share price, payable in cash, equal to the aggregate amount then on deposit
in the Trust Account, including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding
Offering Shares.


 






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Each Initial Shareholder and each Insider acknowledges
that it, he or she has no right, title, interest or claim of any kind in or to any monies held in the Trust Account or any other asset
of the Company as a result of any liquidation of the Company with respect to the Founder Shares held by it, him or her. The Representative
further waives any right, title, interest or claim of any kind in or to any monies held in the Trust Account or any other asset of the
Company as a result of any liquidation of the Company with respect to the Representative’s Shares held by it. Each Initial Shareholder
and each Insider hereby further waives, with respect to any Shares held by it, him or her, if any, any redemption rights it, he or she
may have in connection with (x) the consummation of a Business Combination, including, without limitation, any such rights available
in the context of a shareholder vote to approve such Business Combination or in the context of a tender offer made by the Company to purchase
Ordinary Shares and (y) 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 allow redemption in connection with the Company’s
initial Business Combination or to redeem 100% of the Offering Shares if the Company does not complete its initial Business Combination
within 12 months (or up to 18 months if the sponsor exercises its extension options) from the closing of the Public Offering, or (ii) with
respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity (although the Initial
Shareholders and the Insiders shall be entitled to redemption and liquidation rights with respect to any Offering Shares it or they hold
if the Company fails to consummate a Business Combination within 12 months (or up to 18 months if the sponsor exercises its extension
options) from the date of the closing of the Public Offering). The Representative hereby waives, with respect to any Representative’s
Shares held by it, any redemption rights it may have in connection with (x) the consummation of a Business Combination, including,
without limitation, any such rights available in the context of a shareholder vote to approve such Business Combination or in the context
of a tender offer made by the Company to purchase Ordinary Shares and (y) 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 allow
redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Offering Shares if the Company
does not complete its initial Business Combination within 12 months (or up to 18 months if the sponsor exercises its extension options)
from the closing of the Public Offering, or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial
Business Combination activity (although the Representative shall be entitled to redemption and liquidation rights with respect to any
Offering Shares it or they hold if the Company fails to consummate a Business Combination within 12 months (or up to 18 months if the
sponsor exercises its extension options) from the date of the closing of the Public Offering).



 


3.            Notwithstanding
the provisions set forth in paragraphs 7(a) and (b) below, during the period commencing on the effective date of the Underwriting
Agreement and ending 180 days after such date, each Initial Shareholder and each Insider shall not, without the prior written consent
of I-Bankers Securities, Inc., offer, sell, contract to sell, pledge or otherwise dispose of (or enter into any transaction that
is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition
due to cash settlement or otherwise)), directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease
a call equivalent position within the meaning of Section 16 (“Section 16”) of the Securities Exchange
Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder, with respect to, any Units, Shares,
Warrants, Rights or any securities convertible into, or exercisable, or exchangeable for, Ordinary Shares, or publicly announce an intention
to effect any such transaction; provided, however, that the foregoing does not apply to the forfeiture of any Founder Shares
pursuant to their terms or any transfer of Founder Shares to any current or future independent director of the company (as long as such
current or future independent director transferee is subject to this Letter Agreement or executes an agreement substantially identical
to the terms of this Letter Agreement, as applicable to directors and officers at the time of such transfer; and as long as, to the extent
any Section 16 reporting obligation is triggered as a result of such transfer, any related Section 16 filing includes a practical
explanation as to the nature of the transfer). The provisions of this paragraph will not apply if the release or waiver is effected solely
to permit a transfer not for consideration and the transferee has agreed in writing to be bound by the same terms described in this Letter
Agreement to the extent and for the duration that such terms remain in effect at the time of the transfer.


 






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4.            In
the event of the liquidation of the Trust Account, the Sponsor (which for purposes of clarification shall not extend to any other shareholders,
limited or general partners of the Sponsor) agrees to indemnify and hold harmless the Company against any and all loss, liability, claim,
damage and expense whatsoever (including, but not limited to, any and all legal or other expenses reasonably incurred in investigating,
preparing or defending against any litigation, whether pending or threatened, or any claim whatsoever) to which the Company may become
subject as a result of any claim by (i) any third party for services rendered (other than the Company’s independent registered
public accountants) or products sold to the Company or (ii) a prospective target business with which the Company has discussed entering
into a transaction agreement (a “Target”); provided, however, that such indemnification of the
Company by the Sponsor shall apply only to the extent necessary to ensure that such claims by a third party for services rendered (other
than the Company’s independent registered public accountants) or products sold to the Company or a Target do not reduce the amount
of funds in the Trust Account to below (i) $10.20 per Offering Share or (ii) such lesser amount per Offering Share held in the
Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case,
net of the amount of interest earned on the property in the Trust Account which may be withdrawn to pay taxes, except as to any claims
by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the
Company’s indemnity of the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as
amended. In the event that any such executed waiver is deemed to be unenforceable against such third party, the Sponsor shall not be responsible
to the extent of any liability for such third-party claims. The Sponsor shall have the right to defend against any such claim with counsel
of its choice reasonably satisfactory to the Company if, within 15 days following written receipt of notice of the claim to the Sponsor,
the Sponsor notifies the Company in writing that it shall undertake such defense.


 


5.            To
the extent that the Underwriters do not exercise their over-allotment option to purchase up to an additional 2,250,000 Units within 30
days from the date of the Prospectus (and as further described in the Prospectus), the Initial Shareholders agree that they shall forfeit,
at no cost, a number of Founder Shares in the aggregate equal to 562,500 multiplied by a fraction, (i) the numerator of which is
2,250,000 minus the number of Units purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the
denominator of which is 2,250,000. All references in this Letter Agreement to Founder Shares of the Company being forfeited shall take
effect as surrenders for no consideration of such Founder Shares as a matter of Cayman Islands law. The forfeiture will be adjusted to
the extent that the over-allotment option is not exercised in full by the Underwriters so that the number of Founder Shares will equal
an aggregate of 20.0% of the Company’s issued and outstanding Shares after the Public Offering. The Initial Shareholders further
agree that to the extent that the size of the Public Offering is increased or decreased, the Company will effect a capitalization or share
repurchase or redemption, as applicable, immediately prior to the consummation of the Public Offering in such amount as to maintain the
number of Founder Shares at 20.0% of the Company’s issued and outstanding Shares upon the consummation of the Public Offering. In
connection with such increase or decrease in the size of the Public Offering, then (A) the references to 2,250,000 in the numerator
and denominator of the formula in the first sentence of this paragraph shall be changed to a number equal to 15.0% of the number of Ordinary
Shares included in the Units issued in the Public Offering and (B) the reference to 562,500 in the formula set forth in the immediately
preceding sentence shall be adjusted to such number of Founder Shares that the Sponsor would have to return to the Company in order for
the number of Founder Shares to equal an aggregate of 20.0% of the Company’s issued and outstanding Shares after the Public Offering.


 






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6.            The
Sponsor, each Initial Shareholder, each Insider and the Representative hereby agrees and acknowledges that: (i) the Underwriters
and the Company would be irreparably injured in the event of a breach by such Sponsor, Initial Shareholder, Insider or Representative
of its, his or her obligations under paragraphs 1, 2, 3, 4, 5, 7(a), 7(b), and 9, as applicable, of this Letter Agreement (ii) monetary
damages may not be an adequate remedy for such breach and (iii) the non-breaching party shall be entitled to seek injunctive relief,
in addition to any other remedy that such party may have in law or in equity, in the event of such breach.


 


7.            (a) Each
Initial Shareholder and each Insider agrees that it, he or she shall not Transfer (as defined below) any Founder Shares (or Ordinary Shares
issuable upon conversion thereof) until the earlier of (A) one year after the completion of the Company’s initial Business
Combination and (B) subsequent to the Business Combination, (x) if the last reported sale price of the Ordinary Shares equals
or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, reorganizations, recapitalizations
and other similar transactions) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s
initial Business Combination or (y) the date following the completion of the Company’s initial Business Combination on which
the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Company’s
shareholders having the right to exchange their Ordinary Shares for cash, securities or other property (the “Founder Shares
Lock-up Period”).


 


(b)           The
Sponsor and the Private Placement Purchaser each agree that it, he or she shall not Transfer any Private Placement Warrants (or Ordinary
Shares issued or issuable upon the exercise or conversion of the Private Placement Warrants), until 30 days after the completion of a
Business Combination (the “Private Placement Warrants Lock-up Period,” together with the Founder Shares Lock-up
Period, the “Lock-up Periods”).


 


(c)            Notwithstanding
the provisions set forth in paragraphs 7(a) and (b), transfers of the Founder Shares, Private Placement Warrants and Ordinary Shares
issued or issuable upon the exercise or conversion of the Private Placement Warrants or the Founder Shares, are permitted (a) to
the Company’s directors or officers, any affiliates or family members of any of the Company’s directors or officers, any direct
or indirect members of the Initial Shareholders or any affiliates of the Initial Shareholders or the Representative; (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
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 consummation of the Company’s Business
Combination at prices no greater than the price at which the securities were originally purchased; (f) in the event of the Company’s
liquidation prior to the Company’s completion of its initial Business Combination; (g) in the case of an entity, by virtue
of the laws of its jurisdiction or its organizational documents or operating agreement; and (h) in the event of the Company’s
completion of a liquidation, merger, share exchange, reorganization or other similar transaction which results in all of the Company’s
shareholders having the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the completion of
the Company’s initial Business Combination; provided, however, that, in the case of clauses (a) through (e) and
(g), these permitted transferees must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions
in this Agreement.


 






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8.             The
Sponsor and each Insider represents and warrants that it, he or she has never been suspended or expelled from membership in any securities
or commodities exchange or association or had a securities or commodities license or registration denied, suspended or revoked. Each Insider’s
biographical information furnished to the Company, if any (including any such information included in the Prospectus), is true and accurate
in all respects and does not omit any material information with respect to such Insider’s background. Each Insider’s questionnaire
furnished to the Company, if any, is true and accurate in all respects. Each Insider represents and warrants that: it, he or she is not
subject to or a respondent in any legal action for, any injunction, cease-and-desist order or order or stipulation to desist or refrain
from any act or practice relating to the offering of securities in any jurisdiction; it, he or she has never been convicted of, or pleaded
guilty to, any crime (i) involving fraud, (ii) relating to any financial transaction or handling of funds of another person,
or (iii) pertaining to any dealings in any securities and it, he or she is not currently a defendant in any such criminal proceeding.


 


9.             Except
as disclosed in, or as expressly contemplated by, the Prospectus, or as otherwise contemplated in the proxy statement related to the Company’s
initial Business Combination, neither the Sponsor nor any Insider nor any affiliate of the Sponsor or any Insider, nor any director or
officer of the Company, shall receive from the Company any fees or compensation of any kind for reimbursement, consulting fee, monies
in respect of any repayment of a loan or other compensation prior to, or in connection with any services rendered prior to, or in connection
with, the consummation of the Company’s initial Business Combination (regardless of the type of transaction that it is).


 


10.           The
Representative, Sponsor, each Initial Shareholder, the Private Placement Purchaser and each Insider has full right and power, without
violating any agreement to which it is bound (including, without limitation, any non-competition or non-solicitation agreement with any
employer or former employer), to enter into this Letter Agreement and, as applicable, to serve as an officer and/or director on the board
of directors or an advisor of the Company and hereby consents to being named in the Prospectus as an officer and/or director of the Company
or an advisor of the Company.


 






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11.            As
used herein, (i) “Business Combination” shall mean a merger, share exchange, asset acquisition, share purchase,
reorganization or similar business combination, involving the Company and one or more businesses; (ii) “Shares”
shall mean, collectively, the Ordinary Shares and the Founder Shares; (iii) “Founder Shares” shall mean
the 4,312,500 Class B Ordinary Shares, par value $0.0001 per share, issued and outstanding immediately prior to the consummation
of the Public Offering; (iv) “Initial Shareholders” shall mean the Sponsor, Celtic Asset & Equity
Partners, and any other person that holds Founder Shares; (v) “Private Placement Purchaser” shall mean
I-Bankers Securities, Inc.; (vi) “Private Placement Warrants” shall mean the aggregate of 9,020,000
Warrants (or up to 9,920,000 Warrants depending on the extent to which the Underwriters’ over-allotment option is exercised pursuant
to the Underwriting Agreement) that the Sponsor and Private Placement Purchaser have agreed to purchase for an aggregate purchase price
of $9,020,000 (or $9,920,000 depending on the extent to which the Underwriters’ over-allotment option is exercised pursuant to the
Underwriting Agreement), or $1.00 per Warrant, in a private placement that shall occur simultaneously with the consummation of the Public
Offering; (vii) “Public Shareholders” shall mean the holders of securities issued in the Public Offering;
(viii) “Trust Account” shall mean the trust fund into which a portion of the net proceeds of the Public
Offering shall be deposited; (ix) “Transfer” shall mean the (a) sale of, offer to sell, contract or
agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or
indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent
position within the meaning of Section 16, (b) entry into any swap or other arrangement that transfers to another, in whole
or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of
such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause
(a) or (b); and (x) “Representative’s Shares” shall mean the 310,000 shares of our Class A
ordinary shares (or up to 360,000 shares if the over-allotment option is exercised in full) to be issued to the Representative and/or
its designees upon the closing of the Public Offering.


 


12.            This
Letter Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof and
supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they
relate in any way to the subject matter hereof or the transactions contemplated hereby. This Letter Agreement may not be changed, amended,
modified or waived (other than to correct a typographical error) as to any particular provision, except by a written instrument executed
by (1) each Insider, each Initial Shareholder and the Representative, in each case, that is the subject of any such change, amendment,
modification or waiver and (2) the Sponsor.


 


13.            This
Letter 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 Letter 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 Letter Agreement a provision
as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.


 


14.            No
party hereto may assign either this Letter Agreement or any of its rights, interests, or obligations hereunder without the prior written
consent of the other party. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate
to transfer or assign any interest or title to the purported assignee. This Letter Agreement shall be binding on the Sponsor, the Private
Placement Purchaser, the Representative and each Insider and their respective successors, heirs and assigns and permitted transferees.


 






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15.            This
Letter Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York. The parties hereto
(i) all agree that any action, proceeding, claim or dispute arising out of, or relating in any way to, this Letter Agreement shall
be brought and enforced in the courts of New York City, in the State of New York, and irrevocably submit to such jurisdiction and venue,
which jurisdiction and venue shall be exclusive and (ii) waive any objection to such exclusive jurisdiction and venue or that such
courts represent an inconvenient forum.


 


16.            Any
notice, consent or request to be given in connection with any of the terms or provisions of this Letter Agreement shall be in writing
and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery or
facsimile or other electronic transmission.


 


17.            Each
party hereto shall not be liable for any breaches or misrepresentations contained in this Letter Agreement by any other party to this
Letter Agreement (including, for the avoidance of doubt, any Insider with respect to any other Insider), and no party shall be liable
or responsible for the obligations of another party, including, without limitation, indemnification obligations and notice obligations.


 


18.            This
Letter Agreement shall terminate on the earlier of (i) the expiration of the Lock-up Periods and (ii) the liquidation of the
Company; provided, however, that this Letter Agreement shall earlier terminate in the event that the Public Offering is
not consummated and closed by June 30, 2022; provided, further, that paragraph 4 of this Letter Agreement shall survive
such liquidation.


 


19.            This
Letter 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.


 


[Signature page follows]


 






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	 	Sincerely,
	 	 
	 	AXIOS Sponsor LP
	 	 
	 	 
	 	By:	/s/ Benedikt E. Förtig
	 	 	Name:	Benedikt E. Förtig
	 	 	Title:	Authorized Signatory
	 	 
	 	 
	 	/s/ Dr. Ram Bürgi-Krishnamurthy
	 	Name: Dr. Ram Bürgi-Krishnamurthy
	 	 
	 	 
	 	/s/ Anthony V. Raftopol
	 	Name: Anthony V. Raftopol
	 	 
	 	 
	 	/s/ Prof. Dr. h.c. Martin Richenhagen
	 	Name: Prof. Dr. h.c. Martin Richenhagen
	 	 
	 	 
	 	/s/ Dr. Uwe Nickel
	 	Name: Dr. Uwe Nickel
	 	 
	 	 
	 	/s/ Jeffrey B. Kamins
	 	Name: Jeffrey B. Kamins
	 	 
	 	 
	 	/s/ Hans-Bernd Veltmaat
	 	Name: Hans-Bernd Veltmaat
	 	 
	 	 
	 	/s/ Matthias Krön
	 	Name: Matthias Krön
	 	 



 


[Signature Page to Letter Agreement]


 






    


     


    

 


	 	/s/ Dr. Thomas Berger
	 	Name: Dr. Thomas Berger
	 	 
	 	 
	 	/s/ Kristopher Lance Anderson
	 	Name: Kristopher Lance Anderson
	 	 
	 	 
	 	/s/ Matthijs Mondria
	 	Name: Matthijs Mondria
	 	 
	 	 
	 	Celtic Asset and Equity Partners
	 	 
	 	 
	 	By:	/s/ Alexander Schinzing
	 	 	Name:	Alexander Schinzing
	 	 	Title:	Authorized Signatory
	 	 	 	 
	 	 
	 	I-Bankers Securities, Inc.
	 	 
	 	 
	 	By:	/s/ Shelley Leonard
	 	 	Name:	Shelley Leonard
	 	 	Title:	Authorized Signatory
	 	 
	 	 
	Acknowledged and Agreed:	 



 


	AXIOS SUSTAINABLE GROWTH ACQUISITION CORPORATION	 
	 	 
	 	 
	By: 	/s/ Benedikt E. Förtig	 
	 	Name:	Benedikt E. Förtig	 
	 	Title:	Chief Executive Officer	 



 


[Signature Page to Letter Agreement]