Exhibit 4.2


 


FORM OF RIGHTS AGREEMENT


 


This Rights Agreement (this
 "Agreement") is made as of February 15, 2022, 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 (the "Rights Agent").


 


WHEREAS, the Company is engaged
in an initial public offering (the "Offering") of 15,000,000 of units of the Company’s equity securities
(or 17,250,000 units if the underwriter’s over-allotment option is exercised in full) (the "Units"), each
Unit consisting of one Class A ordinary share of the Company, par value $0.0001 per share (each, an "Ordinary Share"),
one right (each, a "Right") and one redeemable warrant (each, a "Warrant"). Each Right
entitles the holder to receive one-tenth (1/10) of an Ordinary Share upon consummation of an initial business combination. Each Warrant
entitles the holder to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment.


 


WHEREAS, the Company has filed
with the Securities and Exchange Commission (the "Commission") a Registration Statement on Form S-1, File
No. 333-262352 (the "Registration Statement"), and related Prospectus (the "Prospectus")
for the registration, under the Securities Act of 1933, as amended (the "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, the Chairman of the Board, the
Chief Executive Officer, the Chief Financial Officer, the President, the Treasurer or the Secretary of the Company. 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 Rights 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 with the consent of I-Bankers Securities, Inc., on an earlier date (the "Detachment
Date"), 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 Commission 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 (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 separate trading shall begin.


 






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3.              Terms
and Exchange of Rights.


 


3.1            Rights.
Each Right shall entitle the holder thereof to receive one-twentieth 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 the 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
Rights Agent will instruct the Rights Agent to round down to the nearest whole Ordinary Share or otherwise inform it how fractional shares
will be addressed in accordance with Companies Act (As Revised) of the Cayman Islands as the same may be amended from time to time. 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 received.


 


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-twentieth 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.


 






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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 Rights 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.


 






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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.


 


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 or Chief Financial Officer 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.


 






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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.


 


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:


 


AXIOS Sustainable Growth Acquisition
Corporation

Hidden Pines Farm, 14090, Hopewell Road

Alpharetta, Georgia 30004

Attention: Suprotik Das

Email: suprotik.das@axios.ag


 


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


 


Skadden, Arps, Slate, Meagher &
Flom LLP

One Manhattan West

New York, New York 10001

Attention: Michael J. Schwartz, Esq. and Kevin T. Hardy, Esq.


Email: michael.schwartz@skadden.com

Email: kevin.hardy@skadden.com


 






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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: Steve Nelson


 


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
shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of
New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive forum for any such action, proceeding or
claim. The Company 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 any liability or duty
created by the Securities Exchange Act of 1934, as amended (the "Exchange Act"), any other claim for which the
federal district courts of the United States of America are the sole and exclusive forum, or any complaint asserting a cause of action
arising under the Act against us or any of our directors, officers, other employees or agents. Section 27 of the Exchange Act creates
exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and
regulations thereunder.


 


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 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 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.


 


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.


 






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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 approval by 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, 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 E. Förtig
	 	 	Name:	Benedikt E. Förtig
	 	 	Title:	Chief Executive Officer
	 	 	 
	 	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Rights Agent
	 	 	 
	 	 	 
	 	By: 	/s/ Douglas Reed
	 	 	Name:	Douglas Reed
	 	 	Title:	Vice President of Account Administration



 


[Signature Page to Rights Agreement]


 






     


     


    

 


EXHIBIT A


 


Form of Right


 


	NUMBER	RIGHTS


 


AXIOS SUSTAINABLE GROWTH ACQUISITION CORPORATION


 


INCORPORATED UNDER THE LAWS OF CAYMAN ISLANDS


 


SEE REVERSE FOR

CERTAIN DEFINITIONS


 


CUSIP G0703K 124


 


THIS CERTIFIES THAT, for value received,                                                           


 


is the registered holder of a right or rights
(each, a "Right") to automatically receive one-tenth of one Class A ordinary share, $0.0001 par value ("Ordinary
Shares"), of AXIOS Sustainable Growth Acquisition Corporation (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 Amended and Restated Memorandum and Articles of Association upon surrender of this Right Certificate pursuant to the
Rights Agreement between the Company and Continental Stock Transfer & Trust Company, as Rights Agent. In no event will the Company
be required to net cash settle any Right.


 


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 Right shall expire and be worthless. As more fully described in the prospectus relating
to the Company's initial public offering ("Prospectus"), the holder of a Right shall have no right or interest of any kind in
the Company's trust account established in connection with the Company's initial public offering (as defined in the Prospectus).


 


Upon due presentment for registration of transfer
of the Right Certificate at the office or agency of 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 Right 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.


 


	Dated:	 
	 	 
	 	 	 
	Chairman of the Board of Directors  	 	Chief Executive Officer
	 	 
	 	 	 
	Continental Stock Transfer & Trust Company, as Rights Agent	 	 





 






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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 ACT —	________Custodian________
	 	 	 	 	 	 
	TEN ENT	—	as tenants by the entireties	 	 	(Cust)                             (Minor)

                                    under Uniform Gifts to Minors

	 	 	 	 	 	 
	JT TEN	—	as joint tenants with right of survivorship and not as tenants in common	 	 	Act                                          

                                    (State)




 


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


 






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AXIOS Sustainable Growth Acquisition Corporation


 


The Company will furnish without
charge to each shareholder who so requests the powers, designations, preferences and relative, participating, optional or other special
rights of each class of shares 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 Amended
and Restated Memorandum and Articles of Association and all amendments thereto and resolutions of the Board of Directors providing for
the issue 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, assign and transfer unto


 


PLEASE INSERT SOCIAL SECURITY OR OTHER


IDENTIFYING NUMBER OF ASSIGNEE


 


	 

                                                                                 

                                                                                 
	 


 


 


	(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

                                                                                 

	 

                                                                                 

	 

                                                                                 

	Rights represented by the within Certificate, and do hereby irrevocably constitute and appoint
	 

	Attorney to transfer 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) MUST 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).	 	 



 


As more fully described in the Prospectus, 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 account established
in connection with the Company’s initial public offering.


 






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