Exhibit 4.2


 





RIGHTS AGREEMENT


 


This Rights Agreement (this
 “Agreement”) is made as of February 10, 2022, by and between Jaguar Global Growth Corporation I, a Cayman Islands exempted
company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Rights
Agent”).


 


WHEREAS, the Company is engaged
in a public offering (the “Public Offering”) of 20,000,000 units (the “Units”)
of the Company (and up to 3,000,000 additional Units if the underwriters’ over-allotment option is exercised in full), each
Unit consisting of one Class A ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”),
one right to receive one-twelfth of one Ordinary Share upon the happening of the triggering event described herein (the “Right”),
and one half of one redeemable warrant to purchase one Ordinary Share (the “Warrant”);


 


WHEREAS, the Company has
filed with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-1,
File No. 333-260483 (the “Registration Statement”), and related Prospectus (the
 “Prospectus”), for the registration, under the Securities Act of 1933, as amended (the
 “Securities Act”),  of, among other securities, the Rights
and the Ordinary Shares issuable to the holders of the Rights;


 


WHEREAS, the Company desires
the Rights Agent to act on behalf of the Company, and the Rights Agent is willing to so act, in connection with the issuance, registration,
transfer and exchange of the Rights;


 


WHEREAS, the Company desires
to provide for the form and provisions of the Rights, the terms upon which they shall be issued, and the respective rights, limitation
of rights, and immunities of the Company, the Rights Agent, and the holders of the Rights; and


 


WHEREAS, all acts and things
have been done and performed which are necessary to make the Rights, when executed on behalf of the Company and countersigned by or on
behalf of the Rights Agent, as provided herein, the valid, binding and legal obligations of the Company, and to authorize the execution
and delivery of this Agreement.


 


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


 


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


 


2.                  
Rights.


 


2.1               
Form of Right. Each Right shall be issued in registered form only, shall be in substantially the form of Exhibit A
hereto, the provisions of which are incorporated herein and shall be signed by, or bear the facsimile signature of, a Chairperson of the
Board, the Chief Executive Officer, the Chief Financial Officer, or any person designated as an authorized person by the appropriate corporate
authorization (“Authorized Person”). In the event the person whose facsimile signature has been placed upon
any Right shall have ceased to serve in the capacity in which such person signed the Right before such Right 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.


 


2.2               
Effect of Countersignature. Unless and until countersigned by the Rights Agent pursuant to this Agreement, a Right shall
be invalid and of no effect and may not be exchanged for Ordinary Shares.


 


2.3               
Registration.


 


2.3.1                   
Right Register. The Rights Agent shall maintain books (the “Right Register”) for the registration
of original issuance and the registration of transfer of the Rights. Upon the initial issuance of the Rights, the Rights Agent shall issue
and register the Rights in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions
delivered to the Rights Agent by the Company.


 






     


     


    

 


2.3.2                   
 Registered Holder. Prior to due presentment for registration of transfer of any Right, the Company and the Rights Agent
may deem and treat the person in whose name such Right shall be registered upon the Right Register (the “Registered Holder”)
as the absolute owner of such Right and of each Right represented thereby (notwithstanding any notation of ownership or other writing
on the Right Certificate made by anyone other than the Company or the Rights Agent), for the purpose of the exchange thereof, and for
all other purposes, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary.


 


2.4               
Detachability of Rights. Each of the securities 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 “Detachment Date”) if the representatives
of the underwriters of the Public Offering consent to earlier separate trading, but in no event shall the securities comprising the Units be separately traded until
(A) the Company has filed a Current Report on Form 8-K with the SEC containing an audited balance sheet reflecting the receipt
by the Company of the gross proceeds of the Offering, including the proceeds received by the Company from the exercise by the underwriters
of their right to purchase additional Units in the Offering (the “Over-Allotment Option”), if the Over-Allotment
Option is exercised prior to the filing of such Form 8-K, and a second or amended Current Report on Form 8-K to provide updated
financial information to reflect the exercise of the underwriters’ Over-Allotment option, if the Over-Allotment option is exercised
following the initial filing of such Current Report on Form 8-K, and (B) the Company issues a press release and files with the
Commission a Current Report on Form 8-K announcing when such separate trading shall begin. Upon the Detachment Date, holders of Units
will have the option to continue to hold Units or separate their Units into the component pieces.


 


3.                  
Terms and Exchange of Rights


 


3.1               
Rights. Each Right shall entitle the holder thereof to receive one-twelfth of one Ordinary Share upon the happening of an
Exchange Event (defined below). No additional consideration shall be paid by a holder of Rights in order to receive his, her or its Ordinary
Shares upon an Exchange Event as the purchase price for such Ordinary Shares has been included in the purchase price for the Units. In
no event will the Company be required to net cash settle the Rights or issue fractional Ordinary Shares.


 


3.2               
Exchange Event. An “Exchange Event” shall occur upon the Company’s consummation of an initial
Business Combination (as defined in the Company’s Amended and Restated Memorandum and Articles of Association).


 


3.3               
Exchange of Rights.


 


3.3.1                   
Issuance of Ordinary Shares. As soon as practicable upon the occurrence of an Exchange Event, the Company shall direct holders
of the Rights to return their Rights Certificates to the Rights Agent. Upon receipt of a valid Rights Certificate, the Company shall issue
to the Registered Holder of such Right(s) the number of full Ordinary Shares to which he, she or it is entitled, registered in such name
or names as may be directed by him, her or it and issue to such Registered Holder(s) a certificate or book-entry position for  such
shares. Notwithstanding the foregoing, or any provision contained in this Agreement to the contrary, in no event will the Company be required
to net cash settle the Rights. The Company shall not issue fractional shares upon exchange of Rights. In the event that any holder would
otherwise be entitled to any fractional share upon exchange of Rights, at the time of an Exchange Event, the Company will instruct the
Right Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s  Amended and Restated
Memorandum and Articles of Association the Company reserves the right to deal with any such fractional entitlement at the relevant time
in any manner permitted by the Securities Act and the  Amended and Restated Memorandum and Articles of Association, which would
include the rounding down of any entitlement to receive Ordinary Shares to the nearest whole share (and in effect extinguishing any fractional
entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate
the same with any future fractional entitlement to receive shares in the Company until the holder is entitled to receive a whole number.
Any rounding down and extinguishment may be done with or without any in lieu cash payment or other compensation being made to the holder
of the relevant Rights, such that value received on exchange of the Rights may be considered less than the value that the holder would
otherwise expect to receive.


 






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3.3.2                   
 Valid Issuance. All Ordinary Shares issued upon an Exchange Event in conformity with this Agreement shall be validly issued,
fully paid and nonassessable.


 


3.3.3                   
Date of Issuance. Each person in whose name any such certificate or book-entry position for Ordinary Shares is issued shall
for all purposes be deemed to have become the holder of record of such shares on the date of the Exchange Event, irrespective of the date
of delivery of such certificate or entry of position.


 


3.3.4                   
Company Not Surviving Following Exchange Event. Upon an Exchange Event in which the Company does not continue as the publicly
held reporting entity, the definitive agreement will provide for the holders of Rights to receive the same per share consideration the
holders of the Ordinary Shares will receive in such transaction, for the number of shares such holder is entitled to pursuant to Section 3.3.1
above. If the Company does not continue as the publicly held reporting entity upon an Exchange Event, each holder of a Right will be required
to affirmatively convert his/her or its rights in order to receive the one-twelfth of one share underlying each right (without paying
any additional consideration) upon consummation of the Exchange Event. In such a case, each holder of a Right will be required to indicate
his, her or its election to convert the Rights into underlying Ordinary Shares as well as to return the original certificates evidencing
the Rights to the Company.


 


3.4               
Duration of Rights. If an Exchange Event does not occur within the time period set forth in the Company’s
Amended and Restated Memorandum and Articles of Association, as the same may be amended from time to time, the Rights shall expire and
shall be worthless.


 


4.                  
Transfer and Exchange of Rights.


 


4.1               
Registration of Transfer. The Rights Agent shall register the transfer, from time to time, of any outstanding Right upon
the Right Register, upon surrender of such Right for transfer, properly endorsed with signatures properly guaranteed and accompanied by
appropriate instructions for transfer. Upon any such transfer, a new Right representing an equal aggregate number of Rights shall be issued
and the old Right shall be cancelled by the Rights Agent. The Rights so cancelled shall be delivered by the Rights Agent to the Company
from time to time upon request.


 


4.2               
Procedure for Surrender of Rights. Rights may be surrendered to the Rights Agent, together with a written request for exchange
or transfer, and thereupon the Rights Agent shall issue in exchange therefor one or more new Rights as requested by the Registered Holder
of the Rights so surrendered, representing an equal aggregate number of Rights; provided, however, that in the event that a Right surrendered
for transfer bears a restrictive legend and the new Rights to be issued will not bear a restrictive legend, the Rights Agent shall not
cancel such Right and issue new Rights in exchange therefor until the Rights Agent has received an opinion of counsel for the Company
stating that such transfer may be made and indicating no restrictive legend is required.


 


4.3               
Fractional Rights. The Rights Agent shall not be required to effect any registration of transfer or exchange which will
result in the issuance of a Right Certificate for a fraction of a Right.


 


4.4               
Service Charges. No service charge shall be made for any exchange or registration of transfer of Rights.


 


4.5               
Adjustments to Conversion Ratios. The number of Ordinary Shares that the holders of Rights are entitled to receive as a
result of the occurrence of an Exchange Event shall be equitably adjusted to reflect appropriately the effect of any share split, reverse
share split, share dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change
with respect to the Ordinary Shares occurring on or after the date hereof and prior to the Exchange Event.


 


4.6               
Right Execution and Countersignature. The Rights Agent is hereby authorized to countersign and to deliver, in accordance
with the terms of this Agreement, the Rights required to be issued pursuant to the provisions of this Section 4, and the Company,
whenever required by the Rights Agent, will supply the Rights Agent with Rights duly executed on behalf of the Company for such purpose.


 






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5.                  
 Other Provisions Relating to Rights of Holders of Rights.


 


5.1               
No Rights as Shareholder. Until the exchange of a Right for Ordinary Shares as provided for herein, a Right 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.


 


5.2               
Lost, Stolen, Mutilated, or Destroyed Rights. If any Right is lost, stolen, mutilated, or destroyed, the Company and the
Rights 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
Right, include the surrender thereof), issue a new Right of like denomination, tenor, and date as the Right so lost, stolen, mutilated,
or destroyed. Any such new Right shall constitute a substitute contractual obligation of the Company, whether or not the allegedly lost,
stolen, mutilated, or destroyed Right shall be at any time enforceable by anyone.


 


5.3               
Reservation of Ordinary Shares. The Company shall at all times reserve and keep available a number of its authorized but
unissued Ordinary Shares that will be sufficient to permit the exchange of all outstanding Rights issued pursuant to this Agreement.


 


6.                  
Concerning the Rights Agent and Other Matters.


 


6.1               
Payment of Taxes. The Company will from time to time promptly pay all taxes and charges that may be imposed upon the Company
or the Rights Agent in respect of the issuance or delivery of Ordinary Shares upon the exchange of Rights, but the Company shall not be
obligated to pay any transfer taxes in respect of the Rights or such Ordinary Shares.


 


6.2               
Resignation, Consolidation, or Merger of Rights Agent.


 


6.2.1                   
Appointment of Successor Rights Agent. The Rights 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 Rights Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint
in writing a successor Rights Agent in place of the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days
after it has been notified in writing of such resignation or incapacity by the Rights Agent or by the holder of the Right (who shall,
with such notice, submit his, her or its Right for inspection by the Company), then the holder of any Right may apply to the Supreme Court
of the State of New York for the County of New York for the appointment of a successor Rights Agent at the Company’s cost. Any successor
Rights 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 Rights Agent shall be vested with all the authority, powers, rights, immunities, duties, and obligations of its predecessor
Rights Agent with like effect as if originally named as Rights Agent hereunder, without any further act or deed; but if for any reason
it becomes necessary or appropriate, the predecessor Rights Agent shall execute and deliver, at the expense of the Company, an instrument
transferring to such successor Rights Agent all the authority, powers, and rights of such predecessor Rights Agent hereunder; and upon
request of any successor Rights 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 Rights Agent all such authority, powers, rights, immunities, duties,
and obligations.


 


6.2.2                   
Notice of Successor Rights Agent. In the event a successor Rights Agent shall be appointed, the Company shall give notice
thereof to the predecessor Rights Agent and the transfer agent for the Ordinary Shares not later than the effective date of any such appointment.


 


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


 






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6.3               
Fees and Expenses of Rights Agent.


 


6.3.1                   
Remuneration. The Company agrees to pay the Rights Agent reasonable remuneration for its services as such Rights Agent hereunder
and will reimburse the Rights Agent upon demand for all expenditures that the Rights Agent may reasonably incur in the execution of its
duties hereunder.


 


6.3.2                   
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 Rights Agent
for the carrying out or performing of the provisions of this Agreement.


 


6.4               
Liability of Rights Agent.


 


6.4.1                   
Reliance on Company Statement. Whenever in the performance of its duties under this Agreement, the Rights 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, Chief Financial Officer or another Authorized Person and delivered
to the Rights Agent. The Rights Agent may rely upon such statement for any action taken or suffered in good faith by it pursuant to the
provisions of this Agreement.


 


6.4.2                   
Indemnity. The Rights Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith.
Subject to Section 6.6 below, the Company agrees to indemnify the Rights Agent and save it harmless against any and all liabilities,
including judgments, costs and reasonable counsel fees, for anything done or omitted by the Rights Agent in the execution of this Agreement
except as a result of the Rights Agent’s gross negligence, willful misconduct, or bad faith.


 


6.4.3                   
Exclusions. The Rights Agent shall have no responsibility with respect to the validity of this Agreement or with respect
to the validity or execution of any Right (except its countersignature thereof); nor shall it be responsible for any breach by the Company
of any covenant or condition contained in this Agreement or in any Right; nor shall it by any act hereunder be deemed to make any representation
or warranty as to the authorization or reservation of any Ordinary Shares to be issued pursuant to this Agreement or any Right or as to
whether any Ordinary Shares will when issued be valid and fully paid and nonassessable.


 


6.5               
Acceptance of Agency. The Rights Agent hereby accepts the agency established by this Agreement and agrees to perform the
same upon the terms and conditions herein set forth.


 


6.6               
Waiver. The Rights Agent hereby waives any right of set-off or any other right, title, interest or claim of any kind (“Claim”)
in, or to any distribution of, the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date
hereof, by and between the Company and the Rights Agent as trustee thereunder) and hereby agrees not to seek recourse, reimbursement,
payment or satisfaction for any Claim against the Trust Account for any reason whatsoever.


 


7.                  
Miscellaneous Provisions.


 


7.1               
Successors. All the covenants and provisions of this Agreement by or for the benefit of the Company or the Rights Agent
shall bind and inure to the benefit of their respective successors and assigns.


 






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7.2                Notices.
Any notice, statement or demand authorized by this Agreement to be given or made by the Rights Agent or by the holder of any Right
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 days after deposit of such notice, postage prepaid, addressed (until another address is filed in
writing by the Company with the Rights Agent), as follows:


 


Jaguar Global Growth Corporation I


3225 Franklin Avenue, Suite 309


Miami, Florida 33133


Attention: Gary Garrabrant


 


with a copy (which shall not constitute notice)
to:


 


Jaguar Global Growth Partners I, LLC


390 Park Avenue, Suite 400

New York, New York 10022

Attention: Anthony Page


 


with a copy (which shall not constitute notice)
to:


 


Paul Hastings LLP


200 Park Avenue


New York, New York 10166


Attention: Michael L. Fitzgerald


Joy K. Gallup


 


Any notice, statement or demand
authorized by this Agreement to be given or made by the holder of any Right or by the Company to or on the Rights 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 days after
deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Rights Agent with the Company), as
follows:


 


Continental Stock Transfer & Trust Company

One State Street, 30th Floor

New York, New York 10004

Attn: Compliance Department


 


7.3                Applicable
Law and Exclusive Forum. The validity, interpretation, and performance of this Agreement and of the Rights shall be governed in
all respects by the laws of the State of New York, without giving effect to conflict of laws. Subject to applicable law, the Company
and the Rights Agent hereby agree that any action, proceeding or claim against either of them arising out of or relating in any way
to this Agreement, including under the Securities Act, shall be brought and enforced in the courts of the State of New York located
in the County 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 the exclusive forum for any such action, proceeding or claim. The Company and the Rights
Agent hereby waive 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 (i) any liability
or duty created by the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or the rules and
regulations thereunder for which Section 27 of the Exchange Act creates exclusive federal jurisdiction or (ii) 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 Rights shall be deemed to have notice of and to have consented to the forum
provisions in this Section 7.3. 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 and County of New York or the United States District Court
for the Southern District of New York (a “foreign action”) in the name of any Rights holder, such Rights
holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located within the
State and County 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 Rights holder in any such enforcement action by service upon such Rights holder’s counsel in
the foreign action as agent for such Rights holder.


 






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7.4               
Persons Having Rights under this Agreement. Nothing in this Agreement expressed and nothing that may be implied from any
of the provisions hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation other than the parties
hereto and the Registered Holders of the Rights and 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 Rights.


 


7.5               
Examination of the Right Agreement. A copy of this Agreement shall be available at all reasonable times at the office of
the Rights Agent in the Borough of Manhattan, City and State of New York, for inspection by the Registered Holder of any Right. The Rights
Agent may require any such holder to submit his, her or its Right for inspection by it.


 


7.6               
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.


 


7.7               
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.


 


7.8               
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 of 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 shall require
the written consent or vote of the Registered Holders of a majority of the then outstanding Rights.


 


7.9               
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.


 


[Signature Page Follows]


 






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IN WITNESS WHEREOF,
this Agreement has been duly executed by the parties hereto as of the day and year first above written.


 


	 	JAGUAR GLOBAL GROWTH CORPORATION I




 


		By:	 /s/ Gary Garrabrant
	 	 	Name: Gary R. Garrabrant
	 	 	Title: Chief Executive Officer
	 	 	 



	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY



 



		By:	/s/ Michael Goedecke
	 	 	Name: Michael Goedecke 
	 	 	Title: Vice President



 


[Signature Page to Rights Agreement]


 






     


     


    

 


EXHIBIT A


 


	NUMBER	RIGHTS




 


JAGUAR GLOBAL GROWTH CORPORATION I


 


A CAYMAN ISLANDS EXEMPTED COMPANY


 


Form of



RIGHTS CERTIFICATE


 


SEE REVERSE FOR



CERTAIN DEFINITIONS



CUSIP _______


 


This Rights Certificate
certifies that        , or registered assigns, is the registered holder of a right or rights (the “Right”) to
automatically receive one-twelfth of one Class A ordinary share, par value $0.0001 per share (“Ordinary Share”),
of JAGUAR GLOBAL GROWTH CORPORATION I (the “Company”) for each Right evidenced by this Rights Certificate on
the Company’s completion of an initial business combination (as defined in the final prospectus relating to the Company’s
initial public offering (“Prospectus”) upon surrender of this Rights Certificate pursuant to the Rights Agreement
between the Company and Continental Stock Transfer & Trust Company, as Rights Agent (the “Rights Agent”).
In no event will the Company be required to net cash settle any Right or issue a fractional Ordinary Share.


 


Upon liquidation of the Company in the event
an initial business combination is not consummated during the required period as identified in the Company’s Amended and
Restated Memorandum and Articles of Association, the Rights shall expire and be worthless. The holder of a Right shall have no right
or interest of any kind in the Company’s trust account (as defined in the Prospectus).


 


Upon due presentment for registration of transfer
of the Right Certificate at the office or agency of Continental Stock Transfer & Trust Company, the Rights Agent, a new Right Certificate
or Right Certificates of like tenor and evidencing in the aggregate a like number of Rights shall be issued to the transferee in exchange
for this Right Certificate, without charge except for any applicable tax or other governmental charge. The Company shall not issue fractional
shares upon exchange of Rights. The Company reserves the right to deal with any fractional entitlement at the relevant time in any manner
(as provided in the Rights Agreement).


 


The Company and the Rights Agent may deem and
treat the registered holder as the absolute owner of this Right Certificate (notwithstanding any notation of ownership or other writing
hereon made by anyone), for the purpose of any conversion hereof, of any distribution to the registered holder, and for all other purposes,
and neither the Company nor the Rights Agent shall be affected by any notice to the contrary.


 


This Right does not entitle the registered holder
to any of the rights of a shareholder of the Company. This Right 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.


 


Dated:


 


JAGUAR GLOBAL GROWTH CORPORATION I


 


	 	 
	Name:	 	 
	Title:	 	 




 






     


     


    

 


CONTINENTAL STOCK TRANSFER & 


TRUST COMPANY, as Rights Agent


 


	 	 
	Name:	 	 
	Title:	 	 




 





The following abbreviations,
when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to
applicable laws or regulations:


 


	TEN COM – as tenants in common	UNIF GIFT MIN Custodian ACT -
	TEN ENT – as tenants by the entireties	(Cust)             (Minor)
	JT TEN – as joint tenants with right of survivorship and not as tenants in common	under U.S. Uniform Gifts to Minor Act


 


Additional Abbreviations may also be used though
not in the above list.


 






     


     


    

 


 


JAGUAR GLOBAL GROWTH CORPORATION I


 


The Company will furnish without
charge to each security holder who so requests the powers, designations, preferences and relative, participating, optional or other special
rights of each class of equity securities or series thereof of the Company and the qualifications, limitations, or restrictions of such
preferences and/or rights. This certificate and the rights represented thereby are issued and shall be held subject to all the provisions
of the Rights Agreement, the Company’s  Amended and Restated Memorandum and Articles of Association and all amendments thereto
and resolutions of the Board of Directors providing for the issuance of securities (copies of which may be obtained from the secretary
of the Company), to all of which the holder of this certificate by acceptance hereof assents.


 


For value received, _________________________
hereby sell(s), assign(s) and transfer(s) unto


 


PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING
NUMBER OF ASSIGNEE


 


	 






 


(PLEASE PRINT OR
TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE(S)) Rights represented by the within Certificate, and do hereby
irrevocably constitute and appoint ____________________________________________________ Attorney to transfer the said rights on the
books of the within named Company will full power of substitution in the premises.


 


Dated


 


		Notice:	The signature to this assignment must correspond with the name as written upon the face of the certificate
in every particular, without alteration or enlargement or any change whatever.



 


	 	 




Signature(s) 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 ACT OF 1933, AS AMENDED).


 


The holder of this certificate shall have no right
or interest of any kind in or to the funds held in the Company’s trust fund (as defined in the Prospectus).