Exhibit 4.1


WARRANT AGREEMENT


 


AXIOS SUSTAINABLE GROWTH ACQUISITION CORPORATION

and


 


CONTINENTAL STOCK TRANSFER & TRUST COMPANY


 


 


Dated February 15, 2022


 


THIS WARRANT AGREEMENT (this “Agreement”),
dated February 15, 2022, is by and between AXIOS Sustainable Growth Acquisition Corporation, a Cayman Islands exempted company (the
 “Company”), and Continental Stock Transfer and Trust Company, a New York Limited Purpose Trust Company, as warrant
agent (in such capacity, the “Warrant Agent”).


 


WHEREAS, it is proposed that the Company enter
into that certain Warrant Purchase Agreement with AXIOS Sponsor LP, a Cayman Islands exempted partnership (the “Sponsor”)
and I-Bankers Securities, Inc. (the “Representative”), pursuant to which the Sponsor and the Representative
will purchase an aggregate of 9,020,000 warrants (or up to 9,920,000 warrants depending on the extent to which the underwriters in the
Offering (defined below) exercise their Over-allotment Option (as defined below)) simultaneously with the closing of the Offering (and
the closing of the Over-allotment Option, if applicable), bearing the legend set forth in Exhibit B hereto (the “Private
Placement Warrants”) at a purchase price of $1.00 per Private Placement Warrant. Each Private Placement Warrant entitles
the holder thereof to purchase one Ordinary Share (as defined below) at a price of $11.50 per share, subject to adjustment as described
herein; and


 


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 or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the
Company funds as the Company may require, of which up to $1,500,000 of such loans may be convertible into up to an additional 1,500,000
Private Placement Warrants at a price of $1.00 per Private Placement Warrant; and


 


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
Ordinary Share, one right and one Public Warrant (as defined below) (the “Units”) and, in connection therewith,
has determined to issue and deliver up to 15,000,000 redeemable warrants (including up to 17,250,000 redeemable warrants subject to the
Over-allotment Option) to public investors in the Offering (the “Public Warrants” and, together with the Private
Placement Warrants and the Representative Warrants, the “Warrants”). Each Warrant entitles the holder thereof
to purchase one Class A ordinary share of the Company, par value $0.0001 per share (“Ordinary Shares”),
for $11.50 per share, subject to adjustment as described herein; and


 


WHEREAS, in connection with the Offering, the Company
has agreed to issue and deliver to the Representative, 450,000 warrants, or 517,500 warrants if the Representative’s over-allotment
option is exercised in full (the “Representative Warrants”), bearing the legend set forth in Exhibit C
hereto and 310,000 Class A ordinary shares, or up to 360,000 shares if the Representative’s over-allotment option is exercised
in full (the “Representative Shares”); and


 






     


     


    

 


WHEREAS, the Company has filed with the Securities
and Exchange Commission (the “Commission”) a registration statement on Form S-1, No. 333-262352 (the
 “Registration Statement”) and a prospectus (the “Prospectus”), for the registration,
under the Securities Act of 1933, as amended (the “Securities Act”), of the Units, the Public Warrants, the
Representative Warrants, the rights, each of which entitling the holder thereof to receive one-tenth (1/10) of one Ordinary Share upon
the consummation of an initial business combination (the “Rights”), the Ordinary Shares included in the Units,
the Ordinary Shares underlying the Rights and the Representative Shares; and


 


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; and


 


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.


 






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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 Chairman of the Board, the Chief Executive Officer, the President, a Co-President, the Chief
Financial Officer, the Chief Operating Officer, the General Counsel, the Secretary or another 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, for the purpose of any exercise thereof, and for all other purposes,
and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.


 


2.4            Detachability
of Warrants. The Ordinary Shares and Public Warrants comprising the Units shall begin separate trading (the date such separate trading
begins, the “Detachment Date”) on the 52nd day following the date of the Prospectus or, if such 52nd day is
not on a day, other than a Saturday, Sunday or federal holiday, on which banks in New York City are generally open for normal business
(a “Business Day”), then on the immediately succeeding Business Day following such date, or, with the consent
of I-Bankers Securities, Inc. on an earlier date, but in no event shall the Ordinary Shares and the Public Warrants comprising the
Units be separately traded until (A) the Company has filed a Current Report on Form 8-K with the Commission containing an audited
balance sheet reflecting the receipt by the Company of the gross proceeds of the Offering, including the proceeds 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 Over-allotment Option is exercised prior to the filing of the Current Report on Form 8-K, and, (B) if
the Detachment Date is earlier than the 52nd day following the date of the Prospectus, the Company issues a press release announcing when
such earlier separate trading shall begin.


 






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2.5            Private
Placement Warrants. The Private Placement Warrants and Representative Warrants shall be identical to the Public Warrants, except that:
(i) the Private Placement Warrants and Representative Warrants may be exercised for cash or on a “cashless basis,” pursuant
to subsection 3.3.1(c) hereof, (ii) the Private Placement Warrants and the Ordinary Shares issuable upon exercise of the Private
Placement Warrants may be subject to certain transfer restrictions contained in the letter agreement by and among the Company, the Sponsor
and the other parties thereto, as amended from time to time, (iii) the Private Placement Warrants and Representative Warrants shall
not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) the holders of the Private Placement Warrants and Representative
Warrants (including the Class A ordinary shares issuable upon exercise of such warrants) may be entitled to certain registration
rights. The Private Placement Warrants and Representative Warrants shall not become Public Warrants as a result of any transfer of the
Private Placement Warrants or Representative Warrants, regardless of the transferee.


 


3.            Terms
and Exercise of Warrants.


 


3.1            Warrant
Price. Each Warrant shall entitle the Registered Holder thereof, subject to the provisions of such Warrant and of this Agreement,
to purchase from the Company the number of Ordinary Shares stated therein, at the price of $11.50 per share, subject to the adjustments
provided in Section 4 hereof and in the last sentence of this Section 3.1; provided, however, that the Representative
Warrants shall entitle the Registered Holder thereof to purchase the number of Ordinary Shares stated therein at the price of $12.00 per
share, subject to the adjustments provided in Section 4 hereof. 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 Ordinary Shares may be purchased at the time a Warrant is
exercised. The Company in its sole discretion may lower the Warrant Price of all Warrants other than the Representative Warrants at any
time prior to the Expiration Date (as defined below) for a period of not less than twenty (20) Business Days (unless otherwise required
by the Commission, any national securities exchange on which the Warrants are listed or applicable law); provided that the Company
shall provide at least three (3) 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.


 






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3.2            Duration
of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) (A) commencing
the date that is thirty (30) days after the first date on which the Company completes a 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) other than with respect to the Private Placement Warrants and Representative Warrants, 5:00 p.m., New York City time on the
Redemption Date (as defined below) as provided in Section 6.2 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. Notwithstanding the
foregoing, the Representative Warrants and any Private Placement Warrants purchased by the Representative may not be exercised following
the fifth anniversary of the commencement date of sales in the Offering. Except with respect to the right to receive the Redemption Price
(as defined below) (other than with respect to a Private Placement Warrant or the Representative Warrants) in the event of a redemption
(as set forth in Section 6 hereof), each Warrant (other than a Private Placement Warrant or Representative Warrant in the
event of a redemption) 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 (“Election to Purchase”) any 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 Ordinary Share as to which the Warrant is exercised and any
and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Ordinary Shares and the
issuance of such Ordinary Shares, as follows:


 


 (a)              in
lawful money of the United States, in good certified check or wire payable to the Warrant Agent;


 


 (b)              in
the event of a redemption pursuant to Section 6.1 hereof in which the Company’s board of directors (the “Board”)
has elected to require all holders of the Public Warrants to exercise such Public Warrants on a “cashless basis,” by surrendering
the Public Warrants for that number of Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of
Ordinary Shares underlying the Public Warrants, multiplied by the difference between the Warrant Price and the “Fair Market Value”,
as defined in this subsection 3.3.1(b), by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and
Section 6.1, the “Fair Market Value” shall mean the volume-weighted average price of the Ordinary Shares as reported
during the ten (10) trading day period ending on the trading day prior to the date on which the notice of redemption is sent to the
holders of the Warrants pursuant to Section 6.2 hereof;


 






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 (c)              with
respect to any Private Placement Warrant or Representative Warrant, by surrendering the Warrants for that number of Ordinary Shares equal
to the quotient obtained by dividing (x) the product of the number of Ordinary Shares underlying the Warrants, multiplied by the
excess of the “Sponsor Exercise Fair Market Value” (as defined in this subsection 3.3.1(c)) less the Warrant Price
by (y) the Sponsor Exercise Fair Market Value. Solely for purposes of this subsection 3.3.1(c), the “Sponsor Exercise
Fair Market Value” shall mean the average last reported sale price of the Ordinary Shares for the ten (10) trading days ending
on the third (3rd) trading day prior to the date on which notice of exercise of the Private Placement Warrant or Representative
Warrant is sent to the Warrant Agent; or


 


 (d)              as
provided in Section 7.4 hereof.


 


3.3.2            Issuance
of Ordinary Shares on Exercise. As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment
of the Warrant Price (if payment is pursuant to subsection 3.3.1(a)), the Company shall issue to the Registered Holder of such
Warrant a book-entry position or certificate, as applicable, for the number of 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 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 Ordinary Shares underlying the Public Warrants is then effective and a prospectus relating thereto is current,
or a valid exemption from registration is available. No Warrant shall be exercisable and the Company shall not be obligated to issue Ordinary
Shares upon exercise of a Warrant unless the Ordinary Shares issuable upon such Warrant exercise have been registered, qualified or deemed
to be exempt from registration or qualification under the securities laws of the state of residence of the Registered Holder of the Warrants.
For the avoidance of doubt, in no event will the Company be required to net cash settle the Warrant exercise. Subject to Section 4.6
of this Agreement, a Registered Holder of Warrants may exercise its Warrants only for a whole number of Ordinary Shares. The Company may
require holders of Public Warrants to only settle such Warrants on a “cashless basis” pursuant to Section 7.4.
If, by reason of any exercise of Warrants on a “cashless basis”, the holder of any Warrant would be entitled, upon the exercise
of such Warrant, to receive a fractional interest in an Ordinary Share, the Company shall round down to the nearest whole number, the
number of Ordinary Shares to be issued to such holder.


 


3.3.3            Valid
Issuance. All Ordinary Shares issued upon the proper exercise of a Warrant in conformity with this Agreement shall be validly issued,
fully paid and nonassessable.


 


3.3.4            Date
of Issuance. Each person in whose name any book-entry position or certificate, as applicable, for 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 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 Ordinary Shares outstanding
immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of Ordinary Shares beneficially
owned by such person and its affiliates shall include the number of Ordinary Shares issuable upon exercise of the Warrant with respect
to which the determination of such sentence is being made, but shall exclude Ordinary Shares that would be issuable upon (x) exercise
of the remaining, unexercised portion of the Warrant beneficially owned by such person and its affiliates and (y) exercise or conversion
of the unexercised or unconverted portion of any other securities of the Company beneficially owned by such person and its affiliates
(including, without limitation, any convertible notes or convertible preferred shares or warrants) subject to a limitation on conversion
or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this paragraph,
beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”). For purposes of the Warrant, in determining the number of outstanding Ordinary Shares,
the holder may rely on the number of outstanding Ordinary Shares as reflected in (1) the Company’s most recent Annual Report
on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other public filing with the Commission as the
case may be, (2) a more recent public announcement by the Company or (3) any other notice by the Company or Continental Stock
Transfer & Trust Company, as transfer agent (in such capacity, the “Transfer Agent”), setting forth
the number of Ordinary Shares outstanding. For any reason at any time, upon the written request of the holder of the Warrant, the Company
shall, within two (2) Business Days, confirm orally and in writing to such holder the number of Ordinary Shares then outstanding.
In any case, the number of issued and outstanding Ordinary Shares shall be determined after giving effect to the conversion or exercise
of equity securities of the Company by the holder and its affiliates since the date as of which such number of issued and outstanding
Ordinary Shares was reported. By written notice to the Company, the holder of a Warrant may from time to time increase or decrease the
Maximum Percentage applicable to such holder to any other percentage specified in such notice; provided, however, that any
such increase shall not be effective until the sixty-first (61st) day after such notice is delivered to the Company.


 






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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 issued and outstanding Ordinary
Shares is increased by a capitalization or share dividend of Ordinary Shares, or by a sub-division of Ordinary Shares or other similar
event, then, on the effective date of such share capitalization, sub-division or similar event, the number of Ordinary Shares issuable
on exercise of each Warrant shall be increased in proportion to such increase in the issued and outstanding Ordinary Shares. A rights
offering made to all holders of Ordinary Shares entitling holders to purchase Ordinary Shares at a price less than the “Historical
Fair Market Value” (as defined below) shall be deemed a capitalization of a number of Ordinary Shares equal to the product of (i) the
number of Ordinary Shares actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering
that are convertible into or exercisable for the Ordinary Shares) multiplied by (ii) one (1) minus the quotient of (x) the
price per Ordinary Share paid in such rights offering divided by (y) the 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 Ordinary Shares, in determining the price
payable for 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 volume weighted average price of
the Ordinary Shares during the ten (10) trading day period ending on the trading day prior to the first date on which the Ordinary
Shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights. No Ordinary
Shares shall be issued at less than their par value.


 


4.1.2            Extraordinary
Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, pays to all holders of the Ordinary Shares
a dividend or make a distribution in cash, securities or other assets on account of such Ordinary Shares (or other shares into which the
Warrants are convertible), other than (a) as described in subsection 4.1.1 above, (b) Ordinary Cash Dividends (as defined
below), (c) to satisfy the redemption rights of the holders of the Ordinary Shares in connection with a proposed initial Business
Combination, (d) to satisfy the redemption rights of the holders of the 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 allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of
the Company’s public shares if it 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 or (e) 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 Company’s board of directors (the “Board”), in
good faith) of any securities or other assets paid on each Ordinary Share in respect of such Extraordinary Dividend. For purposes of this
subsection 4.1.2, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when
combined on a per share basis, with the per share amounts of all other cash dividends and cash distributions paid on the Ordinary Shares
during the 365-day period ending on the date of declaration of such dividend or distribution to the extent it does not exceed $0.50 (which
amount shall be adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and
excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of Ordinary Shares
issuable on exercise of each Warrant).


 






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


 


4.3            Adjustments
in Exercise Price. Whenever the number of 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 Ordinary Shares
purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the
number of Ordinary Shares so purchasable immediately thereafter.


 


4.4            Raising
of the Capital in Connection with the Initial Business Combination. If (x) the Company issues additional 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 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 its affiliates, without taking into account any Class B Ordinary Shares,
par value $0.0001 per share, of the Company 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 volume-weighted average trading price of Ordinary
Shares during the twenty (20) trading day period starting on the trading day prior to the day on which the Company consummates its initial
Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall 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 shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market
Value and the Newly Issued Price; provided, however, that no adjustments shall be made pursuant to this Section 4.4 with respect
to any Representative Warrants.


 






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4.5            Replacement
of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the issued and outstanding Ordinary
Shares (other than a change under Section 4.1 or Section 4.2 hereof or that solely affects the par value of such
Ordinary Shares), or in the case of any merger or consolidation of the Company with or into another entity or conversion of the Company
into another type of entity (other than a merger or consolidation in which the Company is the continuing entity and that does not result
in any reclassification or reorganization of the issued and outstanding Ordinary Shares), or in the case of any sale or conveyance to
another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection
with which the Company is dissolved, the holders of the Warrants shall thereafter have the right to purchase and receive, upon the basis
and upon the terms and conditions specified in the Warrants and in lieu of the Ordinary Shares of the Company immediately theretofore
purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares, stock or other equity securities
or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following
any such sale or transfer, that the holder of the Warrants would have received if such holder had exercised his, her or its Warrant(s) immediately
prior to such event (the “Alternative Issuance”); provided, however, that (i) if the holders
of the Ordinary Shares were entitled to exercise a right of election as to the kind or amount of securities, cash or other assets receivable
upon such merger or consolidation, then the kind and amount of securities, cash or other assets constituting the Alternative Issuance
for which each Warrant shall become exercisable shall be deemed to be the weighted average of the kind and amount received per share by
the holders of the Ordinary Shares in such merger or consolidation that affirmatively make such election, and (ii) if a tender, exchange
or redemption offer shall have been made to and accepted by the holders of the Ordinary Shares (other than a tender, exchange or redemption
offer made by the Company in connection with redemption rights held by shareholders of the Company as provided for in the Company’s
amended and restated memorandum and articles of association or as a result of the redemption of Ordinary Shares by the Company if a proposed
initial Business Combination is presented to the shareholders of the Company for approval) under circumstances in which, upon completion
of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under
the Exchange Act) of which such maker is a part, and together with any affiliate or associate of such maker (within the meaning of Rule 12b-2
under the Exchange Act) and any members of any such group of which any such affiliate or associate is a part, own beneficially (within
the meaning of Rule 13d-3 under the Exchange Act) securities representing more than 50% of the aggregate voting power (including
the power to vote on the election of directors) of the issued and outstanding equity securities of the Company, and (for the avoidance
of doubt) such tender offer results in a change of control of the Company, the holder of a Warrant shall be entitled to receive as the
Alternative Issuance, the kind and amount of shares, stock or other equity securities or property (including cash) to which such holder
would actually have been entitled as a shareholder if such Warrant holder had exercised the Warrant prior to the expiration of such tender
or exchange offer, accepted such offer and all of the Ordinary Shares held by such holder had been purchased pursuant to such tender or
exchange offer, subject to adjustments (from and after the consummation of such tender or exchange offer) as nearly equivalent as possible
to the adjustments provided for in this Section 4; provided, further, that if less than 70% of the consideration receivable
by the holders of the Ordinary Shares in the applicable event is payable in the form of shares in the successor entity that is listed
for trading on a national securities exchange or is quoted in an established over-the-counter market, or is to be so listed for trading
or quoted immediately following such event, and if the Registered Holder properly exercises the Warrant within thirty (30) days following
the public disclosure of the consummation of such applicable event by the Company pursuant to a Current Report on Form 8-K filed
with the Commission, the Warrant Price shall be reduced by an amount (in dollars) equal to the difference 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 (i) for
the Public Warrants, the value of a Public 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”) and (ii) for Private
Placement Warrants, the value of a Private Placement Warrant immediately prior to the consummation of the applicable event based on the
Black-Scholes Warrant Model for an uncapped American Call on Bloomberg, in each case, 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, unless such accounting, appraisal, investment banking firm or consultant of nationally
recognized standing definitively determines that other factors are more appropriate, (i) Section 6 of this Agreement
shall be taken into account, (ii) the price of each Ordinary Share shall be the volume weighted average price of the Ordinary Shares
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 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 unless the third party valuation firm definitively determines that a different
volatility is more appropriate, (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 and (v) the assumed dividends shall be zero. “Per Share Consideration”
means (i) if the consideration paid to holders of the Ordinary Shares consists exclusively of cash, the amount of such cash per Ordinary
Share, and (ii) in all other cases, the volume weighted average price of the Ordinary Shares during the ten (10) trading day
period ending on the trading day prior to the effective date of the applicable event. If any reclassification or reorganization also results
in a change in Ordinary Shares covered by subsection 4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1
or Sections 4.2, 4.3 and this Section 4.5. The provisions of this Section 4.5 shall similarly apply
to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event shall the Warrant Price
be reduced to less than the par value per share issuable upon exercise of such Warrant.


 






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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, 4.5 or 4.9, 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.


 






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4.7            No
Fractional Warrants or Shares. No fractional Warrants will be issued hereunder. Additionally, 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 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.


 


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.


 


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


 






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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.


 


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


 


5.5            Warrant
Execution and Countersignature. The Warrant Agent is hereby authorized to countersign and to deliver, in accordance with the terms
of this Agreement, the Warrants required to be issued pursuant to the provisions of this Section 5, and the Company, whenever
required by the Warrant Agent, shall supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose.


 


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


 


5.7            Transfer
of Certain Warrants. Pursuant to FINRA Rule 5110(e)(1), the Representative Warrants and any Private Placement Warrants purchased
by the Representative may not be sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale,
derivative, put, or call transaction that would result in the effective economic disposition of the Representative Warrants or any Private
Placement Warrants purchased by the Representative (or the Ordinary Shares underlying the Representative Warrants or any Private Placement
Warrants purchased by the Representative) for a period of 180 days beginning on the date of the commencement of sales in the Offering,
subject to certain exceptions pursuant to FINRA Rule 5110(e)(2).


 


6.            Redemption.


 


6.1            Redemption
of Public Warrants. Not less than all of the outstanding Public Warrants may be redeemed for cash, 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 Public Warrants,
as described in Section 6.2 below, at a Redemption Price of $0.01 per Public Warrant, provided that (a) the Reference
Value (as defined below) equals or exceeds $18.00 per share (subject to adjustment in compliance with Section 4 hereof) and
(b) either (i) there is an effective registration statement covering the issuance of the Ordinary Shares issuable upon exercise
of the Public Warrants, and a current prospectus relating thereto, available throughout the 30-day Redemption Period (as defined in Section 6.2
below), or (ii) the Company has elected to require the exercise of the Public Warrants on a “cashless basis” pursuant
to subsection 3.3.1(b) hereof.


 






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6.2            Date
Fixed for, and Notice of, Redemption; Redemption Price; Reference Value. In the event that the Company elects to redeem the Public
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 period lasting from such time until the Redemption Date, the “30-day Redemption Period”)
to the Registered Holders of the Public Warrants to be redeemed at their last addresses as they shall appear on the registration books.
Any notice mailed in the manner herein provided shall be conclusively presumed to have been duly given whether or not the Registered Holder
received such notice. As used in this Agreement, (a) “Redemption Price” shall mean the price per Warrant
at which any Warrants are redeemed pursuant to Section 6.1 and (b) “Reference Value” shall
mean the last reported sales price of the Ordinary Shares for any twenty (20) trading days within the thirty (30) trading-day period ending
on the third (3rd) trading day prior to the date on which notice of the redemption is given.


 


6.3            Exercise
After Notice of Redemption. The Public Warrants may be exercised, for cash (or, if the Company has elected to require exercise on
a “cashless basis” in accordance with subsection 3.3.1(b) of this Agreement, on such “cashless basis”)
at any time after notice of redemption shall have been given by the Company pursuant to Section 6.2 hereof and prior to the
Redemption Date. In the event that the Company determines to require all holders of Public Warrants to exercise their Public Warrants
on a “cashless basis” pursuant to subsection 3.3.1, the notice of redemption shall contain the information necessary
to calculate the number of Ordinary Shares to be received upon exercise of the Public Warrants, including the “Fair Market Value”
(as such term is defined in subsection 3.3.1(b) hereof) in such case. On and after the Redemption Date, the record holder
of the Public Warrants shall have no further rights except to receive, upon surrender of the Public 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 Ordinary Shares. The Company shall at all times reserve and keep available a number of its authorized but unissued Ordinary Shares
that shall be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement.


 


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


 


7.4.1            Registration
of the Ordinary Shares. The Company agrees that as soon as practicable, but in no event later than fifteen (15) Business Days after
the closing of its initial Business Combination, it shall use its commercially reasonable efforts to file with the Commission a registration
statement (which may be, at the election of the Company, a post-effective amendment to the Registration Statement) for the registration,
under the Securities Act, of the Ordinary Shares issuable upon exercise of the Warrants. The Company shall use its commercially reasonable
efforts to cause the same to become effective within sixty (60) Business Days following the closing of its 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 registration statement has not been declared
effective by the sixtieth (60th) Business Day following the closing of the Business Combination, holders of the Public 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 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 Ordinary Shares issuable upon
exercise of the Public Warrants, to exercise such Public Warrants on a “cashless basis,” by exchanging the Public Warrants
(in accordance with Section 3(a)(9) of the Securities Act or another exemption) for that number of Ordinary Shares equal to
the quotient obtained by dividing (x) the product of the number of Ordinary Shares underlying the Public Warrants, multiplied by
the excess of the “Fair Market Value” (as defined below) less the Warrant Price by (y) the Fair Market Value. Solely
for purposes of this subsection 7.4.1, “Fair Market Value” shall mean the volume-weighted average price
of the Ordinary Shares as reported during the ten (10) trading day period ending on the trading day prior to the date that notice
of exercise is received by the Warrant Agent from the holder of such Warrants or its securities broker or intermediary. The date that
notice of “cashless exercise” is received by the Warrant Agent shall be conclusively determined by the Warrant Agent. In
connection with the “cashless exercise” of a Public Warrant, the Company shall, upon request, provide the Warrant Agent with
an opinion of counsel for the Company (which shall be an outside law firm with securities law experience) stating that (i) the exercise
of the Public Warrants on a “cashless basis” in accordance with this subsection 7.4.1 is not required to be registered
under the Securities Act and (ii) the Ordinary Shares issued upon such exercise shall be freely tradable under United States federal
securities laws by anyone who is not an affiliate (as such term is defined in Rule 144 under the Securities Act) of the Company
and, accordingly, shall not be required to bear a restrictive legend. Except as provided in subsection 7.4.2, for the avoidance
of doubt, unless and until all of the Warrants have been exercised or have expired, the Company shall continue to be obligated to comply
with its registration obligations under the first three sentences of this subsection 7.4.1.


 






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7.4.2            Cashless
Exercise at Company’s Option. If the Ordinary Shares are at the time of any exercise of a Public 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 Public Warrants who exercise Public Warrants to exercise
such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act 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 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 Ordinary Shares issuable upon exercise of the Public Warrant under applicable blue sky laws to the extent an
exemption is not available.


 


7.4.3            Notwithstanding
the foregoing, if at any time pursuant to this Agreement the Public Warrants may be exercised on a “cashless basis” pursuant
to both (i) subsection 3.3.1(b) hereof and (ii) this Section 7.4, the exercise of the Public Warrants
must be completed pursuant to subsection 3.3.1(b) hereof.


 


8.            Concerning
the Warrant Agent and Other Matters.


 


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


 


8.2            Resignation,
Consolidation, or Merger of Warrant Agent.


 


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


 






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


 


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


 


8.3            Fees
and Expenses of Warrant Agent.


 


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


 


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, the President, a co-President, the Chief Financial Officer, the Chief Operating
Officer, the General Counsel, the Secretary or the Chairman of the Board of the Company and delivered to the Warrant Agent. The Warrant
Agent may rely upon such statement for any action taken or suffered in good faith by it pursuant to the provisions of this Agreement.


 


8.4.2            Indemnity.
The Warrant Agent shall be liable hereunder only for its own 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 Ordinary Shares to be issued pursuant to this Agreement
or any Warrant or as to whether any Ordinary Shares shall, when issued, be valid and fully paid and nonassessable.


 






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


 


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:


 


AXIOS Sustainable Growth Acquisition Corporation

Hidden Pines Farm, 14090, Hopewell Road,


Alpharetta, Georgia 30004 USA


Attention: Chief Financial Officer


 






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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


 


9.3            Applicable
Law and Exclusive Forum. 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. Subject to applicable law, 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 the 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.


 


9.4           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 9.4. If any action, the subject matter of which is within the scope of 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.


 


9.5            Persons
Having Rights under this Agreement. Nothing in this Agreement shall be construed to confer upon, or give to, any person, corporation
or other entity other than the parties hereto and the Registered Holders of the Warrants any right, remedy, or claim under or by reason
of this Agreement or of any covenant, condition, stipulation, promise, or agreement hereof. All covenants, conditions, stipulations,
promises, and agreements contained in this Agreement shall be for the sole and exclusive benefit of the parties hereto and their successors
and assigns and of the Registered Holders of the Warrants.


 


9.6            Examination
of the Warrant Agreement. A copy of this Agreement shall be available at all reasonable times at the office of the Warrant Agent
in the United States of America, for inspection by the Registered Holder of any Warrant. The Warrant Agent may require any such holder
to submit such holder’s Warrant for inspection by the Warrant Agent.


 


9.7            Counterparts.
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.


 






    19 


     


    

 


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


 


9.9            Amendments.
This Agreement may be amended by the parties hereto without the consent of any Registered Holder for the purpose of (i) curing any
ambiguity or correcting any mistake, including conforming the provisions hereof to the description of the terms of the Warrants and this
Agreement set forth in the Prospectus, or defective provision contained herein, (ii) removing or reducing the Company’s ability
to redeem the Public Warrants, or (iii) adding or changing any 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 rights of the Registered
Holders under this Agreement in any material respect. This Agreement may be amended by the parties hereto with the vote or written consent
of the Registered Holders of at least 50% of the then outstanding Public Warrants and Private Placement Warrants, voting together as
a single class, to allow for the Warrants to be or continue to be, as applicable, classified as equity in the Company’s financial
statements. Subject to the final proviso contained in each of Sections 3.1 and 3.2, all other modifications or amendments,
including any modification or amendment to increase the Warrant Price or shorten the Exercise Period, (a) with respect to the terms
of the Public Warrants or any provision of this Agreement with respect to the Public Warrants, shall require the vote or written consent
of the Registered Holders of at least 50% of the then outstanding Public Warrants, (b) with respect to the terms of the Private
Placement Warrants or any provision of this Agreement with respect to the Private Placement Warrants shall require the vote or written
consent of at least 50% of the then outstanding Private Placement Warrants, and (c) with respect to the terms of the Representative
Warrants or any provision of this Agreement with respect to the Representative Warrants shall require the vote or written consent of
at least 50% of the then outstanding Representative Warrants. Notwithstanding the foregoing, the Company may lower the Warrant Price
or extend the duration of the Exercise Period pursuant to and in accordance with Sections 3.1 and 3.2, respectively, without the consent
of the Registered Holders.


 


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


 


Exhibit A Form of Warrant Certificate


Exhibit B Legend — Private Placement Warrants


Exhibit C Legend — Representative Warrants


 






    20 


     


    

 


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


 


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




 





	 	CONTINENTAL
                                            STOCK TRANSFER & TRUST COMPANY, as
                                            Warrant Agent

	 	
	 	By:	/s/ Douglas
Reed
	 	Name:	Douglas
Reed
	 	Title:	Vice
President of Account Administration


 






    1 


     


    

 


EXHIBIT A


 


[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


 


AXIOS Sustainable Growth Acquisition Corporation


Incorporated Under the Laws of the Cayman Islands


 


CUSIP G0703K 116


 


Warrant Certificate


 


This Warrant Certificate certifies that
                  , or registered assigns,
is the registered holder of                   warrant(s) (the
 “Warrants” and each, a “Warrant”) to purchase Class A ordinary shares, $0.0001
par value (“Ordinary Shares”), of AXIOS Sustainable Growth Acquisition 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 nonassessable Ordinary Shares as set forth
below, at the exercise price (the “Exercise Price”) as determined pursuant to the Warrant Agreement, payable
in US dollars, by bank wire or certified check (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 Warrant is initially exercisable for one
fully paid and non-assessable Ordinary Share. Fractional shares shall not be issued upon exercise of any Warrant. If, upon the exercise
of Warrants, a holder would be entitled to receive a fractional interest in an Ordinary Share, the Company shall, upon exercise, round
down to the nearest whole number the number of Ordinary Shares to be issued to the Warrant holder. The number of Ordinary Shares issuable
upon exercise of the Warrants is subject to adjustment upon the occurrence of certain events as set forth in the Warrant Agreement.


 


The initial Exercise Price per one 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.


 


	 	AXIOS SUSTAINABLE GROWTH ACQUISITION 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                    
Ordinary Shares and are issued or to be issued pursuant to a Warrant Agreement dated as of [●], 2022 (the “Warrant
Agreement”), duly executed and delivered by the Company to Continental Stock Transfer & Trust Company, a New York
corporation, 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 Ordinary Shares to be issued upon exercise is effective under the Securities Act and (ii) a prospectus thereunder
relating to the Ordinary Shares is current, except through “cashless exercise” as provided for in the Warrant
Agreement or if another exemption from registration is available.


 


The Warrant Agreement provides that upon the occurrence
of certain events the number of Ordinary Shares issuable upon exercise of the Warrants set forth on the face hereof may, subject to certain
conditions, be adjusted. If, upon exercise of a Warrant, the holder thereof would be entitled to receive a fractional interest in an
Ordinary Share, the Company shall, upon exercise, round down to the nearest whole number of 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            Ordinary
Shares and herewith tenders payment for such Ordinary Shares to the order of AXIOS Sustainable Growth Acquisition Corporation (the “Company”)
in the amount of $           in accordance with the terms hereof. The undersigned requests
that a certificate for such Ordinary Shares be registered in the name of                           ,
whose address is            and that such Ordinary Shares be delivered to           
       whose address is                .
If said number of Ordinary Shares is less than all of the Ordinary Shares purchasable hereunder, the undersigned requests that a new
Warrant Certificate representing the remaining balance of such Ordinary Shares be registered in the name of                ,
whose address is                   and that such Warrant Certificate
be delivered to                , whose address is                .


 


In the event that the Warrant is a Public Warrant
that is to be exercised on a “cashless basis” as required by the Company pursuant to Section 6.1 of the Warrant
Agreement, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(b) of
the Warrant Agreement.


 


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


 


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


 


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


 


[Signature Page Follows]


 






     


     


    

 


	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 HEREBY 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 (THE “LETTER AGREEMENT”)
BY AND AMONG AXIOS SUSTAINABLE GROWTH ACQUISITION CORPORATION (THE “COMPANY”), SPONSOR AND THE OTHER PARTIES THERETO, THE
SECURITIES REPRESENTED HEREBY 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 THE RECITALS OF THE WARRANT AGREEMENT BETWEEN THE COMPANY AND CONTINENTAL
STOCK TRANSFER & TRUST COMPANY, AS WARRANT AGENT (THE “WARRANT AGREEMENT”)) EXCEPT TO A PERMITTED TRANSFEREE (AS
DEFINED IN THE LETTER AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS.


 


SECURITIES EVIDENCED HEREBY 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


 






     


     


    

 


EXHIBIT C


 


REPRESENTATIVE WARRANTS LEGEND


 


THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO LIMITATIONS
ON TRANSFER PURSUANT TO FINRA RULE 5110(E)(1).


 


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