Exhibit 10.1


 


December 9,
2021


 


The Growth for Good Acquisition Corporation





12 E 49th Street, 11th Floor





New York, NY 10017


 


Re: Initial Public Offering


 


Ladies and Gentlemen:


 


This letter (this “Letter
Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”)
entered into by and among The Growth for Good Acquisition Corporation, a Cayman Islands exempted company (the “Company”)
and Credit Suisse Securities (USA) LLC and Barclays Capital Inc., as underwriters (the “Underwriters”), relating
to an underwritten initial public offering (the “Public Offering”) of up to 25,300,000 of the Company’s
units (including 3,300,000 units that may be purchased pursuant to the Underwriters’ option to purchase additional units, the “Units”),
each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”),
one right to receive one-sixteenth of one Ordinary Share (the “Rights”) and one-half of one redeemable warrant
(each whole warrant, a “Warrant”). Each whole Warrant entitles the holder thereof to purchase one Ordinary
Share at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration
statement on Form S-1 and a prospectus (the “Prospectus”) filed by the Company with the U.S. Securities
and Exchange Commission (the “Commission”). Certain capitalized terms used herein are defined in paragraph
1 hereof.


 


In order to induce the Company and the
Underwriters to enter into the Underwriting Agreement and to proceed with the Public Offering and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, G4G Sponsor LLC (the “Sponsor”) and each of the
undersigned individuals, each of whom is a member of the Company’s board of directors, a nominee for membership on the Company’s
board of directors and/or a member of the Company’s management team (each, an “Insider” and, collectively,
the “Insiders”) hereby agree, severally but not jointly, with the Company as follows:


 


		1.	Definitions.
                                            As used herein, (i) “Business Combination” shall mean a merger,
                                            share exchange, asset acquisition, share purchase, reorganization or similar business combination
                                            with one or more businesses or entities; (ii) “Founder Shares”
                                            shall mean the 6,325,000 Class B ordinary shares of the Company, par value $0.0001 per
                                            share, outstanding prior to the consummation of the Public Offering; (iii) “Private
                                            Placement Units” shall mean the units, comprising one of the Company’s
                                            Ordinary Shares and a one-half of a Warrant of the Company, and which private placement units
                                            are identical to the Units sold in the Public Offering, subject to certain limited exceptions
                                            as described in the Prospectus, that will be acquired by the Sponsor for an aggregate purchase
                                            price of $7,340,000 (or up to $8,000,000 if the Underwriters exercise their option to purchase
                                            additional units), or $10.00 per Unit, in a private placement that shall close simultaneously
                                            with the consummation of the Public Offering (including Ordinary Shares issuable upon conversion
                                            of a right or warrant thereof); (iv) “Public Shareholders”
                                            shall mean the holders of Ordinary Shares included in the Units issued in the Public Offering;
                                            (v) “Public Shares” shall mean the Ordinary Shares included
                                            in the Units issued in the Public Offering; (vi) “Trust Account”
                                            shall mean the trust account into which a portion of the net proceeds of the Public Offering
                                            and the sale of the Private Placement Units shall be deposited; (vii) “Transfer”
                                            shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate,
                                            pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of,
                                            directly or indirectly, or establishment or increase of a put equivalent position or liquidation
                                            with respect to or decrease of a call equivalent position within the meaning of Section 16
                                            of the Securities Exchange Act of 1934, as amended, and the rules and regulations of
                                            the Commission promulgated thereunder with respect to, any security, (b) entry into
                                            any swap or other arrangement that transfers to another, in whole or in part, any of the
                                            economic consequences of ownership of any security, whether any such transaction is to be
                                            settled by delivery of such securities, in cash or otherwise, or (c) public announcement
                                            of any intention to effect any transaction specified in clause (a) or (b); and (viii) “Charter”
                                            shall mean the Company’s Amended and Restated Memorandum and Articles of Association,
                                            as the same may be amended from time to time.



 






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		2.	Representations
                                            and Warranties.



 


		(a)	The
                                            Sponsor and each Insider, with respect to itself, herself or himself, represent and warrant
                                            to the Company that it, she or he has the full right and power, without violating any agreement
                                            to which it, she or he is bound (including, without limitation, any non-competition or non-solicitation
                                            agreement with any employer or former employer), to enter into this Letter Agreement, as
                                            applicable, and to serve as an officer of the Company and/or a director on the Company’s
                                            Board of Directors (the “Board”), as applicable, and each Insider
                                            hereby consents to being named in the Prospectus, road show and any other materials as an
                                            officer and/or director of the Company, as applicable.



 


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



 


		3.	Business
                                            Combination Vote. It is acknowledged and agreed that the Company shall not enter into
                                            a definitive agreement regarding a proposed Business Combination without the prior consent
                                            of the Sponsor. The Sponsor and each Insider, with respect to itself or herself or himself,
                                            agrees that if the Company seeks shareholder approval of a proposed initial Business Combination,
                                            then in connection with such proposed initial Business Combination, it, she or he, as applicable,
                                            shall vote all Founder Shares and any Public Shares held by it, her or him, as applicable,
                                            in favor of such proposed initial Business Combination (including any proposals recommended
                                            by the Board in connection with such Business Combination) and not redeem any Public Shares
                                            held by it, her or him, as applicable, in connection with such shareholder approval.



 






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		4.	Failure
                                            to Consummate a Business Combination; Trust Account Waiver.



 


		(a)	The
                                            Sponsor and each Insider hereby agree, with respect to itself, herself or himself, that in
                                            the event that the Company fails to consummate its initial Business Combination within the
                                            time period set forth in the Charter, the Sponsor and each Insider shall take all reasonable
                                            steps to cause the Company to (i) cease all operations except for the purpose of winding
                                            up; (ii) as promptly as reasonably possible but not more than 10 business days thereafter,
                                            redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate
                                            amount then on deposit in the Trust Account, including interest earned on the funds held
                                            in the Trust Account and not previously released to the Company to pay taxes (less up to
                                            $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding
                                            Public Shares, which redemption will completely extinguish Public Shareholders’ rights
                                            as shareholders (including the right to receive further liquidation distributions, if any);
                                            and (iii) as promptly as reasonably possible following such redemption, subject to the
                                            approval of the Company’s remaining shareholders and the Board, liquidate and dissolve,
                                            subject in the case of clauses (ii) and (iii) to the Company’s obligations
                                            under Cayman Islands law to provide for claims of creditors and in all cases subject to the
                                            other requirements of applicable law. The Sponsor and each Insider agree not to propose any
                                            amendment to the Charter (i) that would modify the substance or timing of the Company’s
                                            obligation to provide holders of the Public Shares the right to have their shares redeemed
                                            in connection with an initial Business Combination or to redeem 100% of the Public Shares
                                            if the Company does not complete an initial Business Combination within the required time
                                            period set forth in the Charter or (ii) with respect to any provision relating to the
                                            rights of holders of Public Shares unless the Company provides its Public Shareholders with
                                            the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share
                                            price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account,
                                            including interest earned on the funds held in the Trust Account and not previously released
                                            to the Company to pay taxes, if any, divided by the number of then-outstanding Public Shares.



 






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		(b)	The
                                            Sponsor and each Insider, with respect to itself, herself or himself, acknowledges that it,
                                            she or he has no right, title, interest or claim of any kind in or to any monies held in
                                            the Trust Account or any other asset of the Company as a result of any liquidation of the
                                            Company with respect to the Founder Shares held by it, her or him, if any. The Sponsor and
                                            each of the Insiders hereby further waive, with respect to any Founder Shares and Public
                                            Shares held by it, her or him, as applicable, any redemption rights it, she or he may have
                                            in connection with the consummation of a Business Combination, including, without limitation,
                                            any such rights available in the context of a shareholder vote to approve such Business Combination
                                            or a shareholder vote to approve an amendment to the Charter (i) that would modify the
                                            substance or timing of the Company’s obligation to provide holders of the Public Shares
                                            the right to have their shares redeemed in connection with an initial Business Combination
                                            or to redeem 100% of the Public Shares if the Company has not consummated an initial Business
                                            Combination within the time period set forth in the Charter or (ii) with respect to
                                            any provision relating to the rights of holders of Public Shares (although the Sponsor and
                                            the Insiders shall be entitled to liquidation rights with respect to any Public Shares they
                                            hold if the Company fails to consummate a Business Combination within the required time period
                                            set forth in the Charter).



 


		5.	Lock-up;
                                            Transfer Restrictions.



 


		(a)	The
                                            Sponsor and the Insiders agree that they shall not Transfer any Founder Shares (the “Founder
                                            Shares Lock-up”) until the earliest of (A) one year after the completion
                                            of an initial Business Combination and (B) the date following the completion of an initial
                                            Business Combination on which the Company completes a liquidation, merger, share exchange
                                            or other similar transaction that results in all of the Company’s shareholders having
                                            the right to exchange their Ordinary Shares for cash, securities or other property (the “Founder
                                            Shares Lock-up Period”). Notwithstanding the foregoing, if, subsequent to a
                                            Business Combination, the closing price of the Ordinary Shares equals or exceeds $12.00 per
                                            share (as adjusted for share sub-divisions, share capitalizations, share consolidations,
                                            reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading
                                            day period commencing at least 150 days after the Company’s initial Business Combination,
                                            the Founder Shares shall be released from the Founder Shares Lock-up.



 


		(b)	The
                                            Sponsor and Insiders agree that they shall not effectuate any Transfer of Private Placement
                                            Units (including any of the Ordinary Shares, the Warrants, and Ordinary Shares issued or
                                            issuable upon exercise or conversion of such Warrants, included therein) until 30 days after
                                            the completion of an initial Business Combination.



 






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		(c)	Notwithstanding
                                            the provisions set forth in paragraphs 5(a), 5(b) and 7(a), Transfers
                                            of the Founder Shares (including any of the Ordinary Shares issuable upon the conversion
                                            of the Founder Shares) or Private Placement Units (including any of the Ordinary Shares,
                                            the Warrants, and Ordinary Shares issued or issuable upon exercise or conversion of such
                                            Warrants, included therein) are permitted (a) to the Company’s officers or directors,
                                            any affiliates or family members of any of the Company’s officers or directors, any
                                            members of the Sponsor, or any affiliates of the Sponsor or the Sponsor’s members;
                                            (b) in the case of an individual, by gift to a member of one of the individual’s
                                            immediate family or to a trust, the beneficiary of which is a member of the individual’s
                                            immediate family, an affiliate of such person or to a charitable organization; (c) in
                                            the case of an individual, by virtue of laws of descent and distribution upon death of the
                                            individual; (d) in the case of an individual, pursuant to a qualified domestic relations
                                            order; (e) by private sales or transfers made in connection with the consummation of
                                            a Business Combination at prices no greater than the price at which the Founder Shares, Private
                                            Placement Units or Ordinary Shares, as applicable, were originally purchased; (f) by
                                            virtue of the Sponsor’s organizational documents upon liquidation or dissolution of
                                            the Sponsor; (g) to the Company for no value for cancellation in connection with the
                                            consummation of an initial Business Combination, (h) in the event of the Company’s
                                            liquidation prior to the completion of a Business Combination; or (i) in the event of
                                            completion of a liquidation, merger, share exchange or other similar transaction which results
                                            in all of the Company’s Public Shareholders having the right to exchange their Ordinary
                                            Shares for cash, securities or other property subsequent to the completion of an initial
                                            Business Combination; provided, however, that in the case of clauses (a) through
                                            (f) these permitted transferees must enter into a written agreement agreeing to be bound
                                            by these transfer restrictions.



 


		(d)	During
                                            the period commencing on the effective date of the Underwriting Agreement and ending 180
                                            days after such date, the Sponsor and each Insider shall not, without the prior written consent
                                            of the Underwriter, Transfer any Units, Ordinary Shares, Rights, Warrants or any other securities
                                            convertible into, or exercisable or exchangeable for, Ordinary Shares held by it, her or
                                            him, as applicable, subject to certain exceptions enumerated in Section 6(h) of
                                            the Underwriting Agreement.



 


		6.	Remedies.
                                            The Sponsor and each of the Insiders hereby agree and acknowledge that (i) the Underwriters
                                            and the Company would be irreparably injured in the event of a breach by the Sponsor or such
                                            Insider of its, her or his obligations, as applicable under paragraphs 3, 4,
                                            5, 7, 10 and 11, (ii) monetary damages may not be an adequate
                                            remedy for such breach and (iii) the non-breaching party shall be entitled to injunctive
                                            relief, in addition to any other remedy that such party may have in law or in equity, in
                                            the event of such breach.



 


		7.	Founder
                                            Share Vesting.



 


		(a)	The
                                            Sponsor agrees that upon and subject to the completion of the Business Combination (the “Business
                                            Combination Closing”), 25% of the Founder Shares then held by the Sponsor shall
                                            be considered to be newly unvested shares, one-half of which (or 12.5% of the Founder Shares
                                            then held by the Sponsor) shall vest only if the First Share Price Level (as defined below)
                                            is achieved on or after the first anniversary of the Business Combination Closing but before
                                            the fifth anniversary of the Business Combination Closing; and one-half of which (or 12.5%
                                            of the Founder Shares then held by the Sponsor) shall vest only if the Second Share Price
                                            Level (as defined below) is achieved on or after the first anniversary of the Business Combination
                                            Closing but before the fifth anniversary of the Business Combination Closing.



 






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		(b)	The
                                            Sponsor agrees that it shall not Transfer any unvested Founder Shares prior to the date such
                                            Founder Shares become vested, except to the extent permitted by paragraph 5(c).



 


		(c)	Founder
                                            Shares, if any, that remain unvested at the fifth anniversary of the Business Combination
                                            Closing will be forfeited, and shall be transferred by the Sponsor to the Company without
                                            any consideration for such transfer. For the avoidance of doubt, the Founder Shares owned
                                            by the individual Insiders other than the Sponsor shall not be subject to vesting or forfeiture.



 


		(d)	For
                                            purposes of this paragraph 7, the “First Share Price Level” will
                                            be considered achieved only if the closing price of the Ordinary Shares on the Nasdaq Global
                                            Market (or other exchange or other market where the Ordinary Shares are then traded) equals
                                            or exceeds $12.50 for any 20 trading days within a 30 trading day period on or after the
                                            first anniversary of the Business Combination Closing but before the fifth anniversary of
                                            the Business Combination Closing; and the “Second Share Price Level”
                                            will be considered achieved only if the closing price of the Ordinary Shares on the NASDAQ
                                            Global Market (or other exchange or other market where the Ordinary Shares are then traded)
                                            equals or exceeds $15.00 for any 20 trading days within a 30 trading day period on or after
                                            the first anniversary of the Business Combination Closing but before the fifth anniversary
                                            of the Business Combination Closing. The First Share Price Level and Second Share Price Level
                                            will be equitably adjusted on account of any share split, reverse share split or similar
                                            equity restructuring transaction.



 


		(e)	Notwithstanding
                                            the foregoing, in the event the Company enters into a binding agreement on or before the
                                            fifth anniversary of the Business Combination Closing with respect to a Sale (as defined
                                            below), all unvested Founder Shares shall vest on the day prior to the closing of such Sale.
                                            “Sale” shall mean the occurrence of any of the following events
                                            (which, for the avoidance of doubt, shall not include the Business Combination): (a) any
                                            person or any group of persons acting together which would constitute a “group”
                                            for purposes of Section 13(d) of the Exchange Act or any successor provisions thereto
                                            is or becomes the beneficial owner, directly or indirectly, of securities of the Company
                                            representing more than 50% of the combined voting power of the Company’s then outstanding
                                            voting securities, (b) there is consummated a merger or consolidation of the Company
                                            with any other corporation or other entity, and, immediately after the consummation of such
                                            merger or consolidation, either (x) the board of directors of the Company immediately
                                            prior to the merger or consolidation does not constitute at least a majority of the board
                                            of directors of the company surviving the merger or, if the surviving company is a subsidiary,
                                            the ultimate parent thereof, or (y) the voting securities of the Company immediately
                                            prior to such merger or consolidation do not continue to represent or are not converted into
                                            more than 50% of the combined voting power of the then outstanding voting securities of the
                                            person resulting from such merger or consolidation or, if the surviving company is a subsidiary,
                                            the ultimate parent thereof, or (c) the shareholders of the Company approve a plan of
                                            complete liquidation or dissolution of the Company or there is consummated an agreement or
                                            series of related agreements for the sale, lease or other disposition, directly or indirectly,
                                            by the Company of all or substantially all of the assets of the Company and its subsidiaries,
                                            taken as a whole, other than such sale or other disposition by the Company of all or substantially
                                            all of the assets of the Company and its Subsidiaries, taken as a whole, to an entity at
                                            least 50% of the combined voting power of the voting securities of which are owned by shareholders
                                            of the Company in substantially the same proportions as their ownership of the Company immediately
                                            prior to such sale.



 






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		8.	Payments
                                            by the Company. Except as disclosed in the Prospectus, neither the Sponsor nor any affiliate
                                            of the Sponsor nor any director or officer of the Company nor any affiliate of the officers
                                            shall receive from the Company any finder’s fee, reimbursement, consulting fee, monies
                                            in respect of any payment of a loan or other compensation prior to, or in connection with
                                            any services rendered in order to effectuate the consummation of the Company’s initial
                                            Business Combination (regardless of the type of transaction that it is).



 


		9.	Director
                                            and Officer Liability Insurance. The Company will maintain an insurance policy or policies
                                            providing directors’ and officers’ liability insurance, and the Insiders shall
                                            be covered by such policy or policies, in accordance with its or their terms, to the maximum
                                            extent of the coverage available for any of the Company’s directors or officers.



 


		10.	Termination.
                                            This Letter Agreement shall terminate on the earlier of (i) the expiration of the Founder
                                            Shares Lock-up Period and (ii) the liquidation of the Company.



 


		11.	Indemnification.
                                            In the event of the liquidation of the Trust Account upon the failure of the Company to consummate
                                            its initial Business Combination within the time period set forth in the Charter, the Sponsor
                                            (the “Indemnitor”) agrees to indemnify and hold harmless the Company
                                            against any and all loss, liability, claim, damage and expense whatsoever (including, but
                                            not limited to, any and all legal or other expenses reasonably incurred in investigating,
                                            preparing or defending against any litigation, whether pending or threatened) to which the
                                            Company may become subject as a result of any claim by (i) any third party for services
                                            rendered or products sold to the Company (except for the Company’s independent auditors)
                                            or (ii) any prospective target business with which the Company has discussed entering
                                            into a transaction agreement (a “Target”); provided, however,
                                            that such indemnification of the Company by the Indemnitor (x) shall apply only to the
                                            extent necessary to ensure that such claims by a third party for services rendered or products
                                            sold to the Company or a Target do not reduce the amount of funds in the Trust Account to
                                            below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per
                                            Public Share held in the Trust Account as of the date of the liquidation of the Trust Account
                                            if less than $10.00 per Public Share due to reductions in the value of the trust assets,
                                            in each case net of interest that may be withdrawn to pay the Company’s tax obligations,
                                            (y) shall not apply to any claims by a third party or Target who executed a waiver of
                                            any and all rights to the monies held in the Trust Account (whether or not such waiver is
                                            enforceable) and (z) shall not apply to any claims under the Company’s indemnity
                                            of the Underwriter against certain liabilities, including liabilities under the Securities
                                            Act of 1933, as amended. The Indemnitor shall have the right to defend against any such claim
                                            with counsel of its choice reasonably satisfactory to the Company if, within 15 days following
                                            written receipt of notice of the claim to the Indemnitor, the Indemnitor notifies the Company
                                            in writing that it shall undertake such defense.



 






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		12.	Forfeiture
                                            of Founder Shares. To the extent that the Underwriters do not exercise their option to
                                            additional Units within 45 days from the date of the Prospectus in full (as further described
                                            in the Prospectus), the Sponsor agrees to automatically surrender to the Company for no consideration,
                                            for cancellation at no cost, an aggregate number of Founder Shares so that the number of
                                            Founder Shares will equal of 20% of the sum of the total number of Ordinary Shares and Founder
                                            Shares outstanding at such time. The Sponsor and Insiders further agree that to the extent
                                            that the size of the Public Offering is increased or decreased, the Company will effect a
                                            share capitalization or a share repurchase, as applicable, with respect to the Founder Shares
                                            immediately prior to the consummation of the Public Offering in such amount as to maintain
                                            the number of Founder Shares at 20% of the sum of the total number of Ordinary Shares and
                                            Founder Shares outstanding at such time.



 


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



 


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



 


		15.	Counterparts.
                                            This Letter Agreement may be executed in any number of original or facsimile counterparts,
                                            and each of such counterparts shall for all purposes be deemed to be an original, and all
                                            such counterparts shall together constitute but one and the same instrument.



 


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



 






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



 


		18.	Governing
                                            Law. This Letter Agreement shall be governed by and construed and enforced in accordance
                                            with the laws of the State of New York, without giving effect to conflicts of law principles
                                            that would result in the application of the substantive laws of another jurisdiction. The
                                            parties hereto (i) all agree that any action, proceeding, claim or dispute arising out
                                            of, or relating in any way to, this Letter Agreement shall be brought and enforced in the
                                            courts of New York City, in the State of New York, and irrevocably submit to such jurisdiction
                                            and venue, which jurisdiction and venue shall be exclusive, and (ii) waive any objection
                                            to such exclusive jurisdiction and venue or that such courts represent an inconvenient forum.



 


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



 


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	 	Sincerely,
	 	 
	 	G4G Sponsor LLC
	 	 
	 	By:	/s/ Yana Watson Kakar
	 	Name:	Yana Watson Kakar
	 	Title:	Managing Member



 


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	 	Acknowledged and agreed:
	 	 
	 	By:	/s/ Rahul Kakar
	 	Name:	Rahul Kakar
	 	Title:	Chief Financial Officer and Chief Operations Officer



 


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	 	Acknowledged and agreed:
	 	 
	 	By:	/s/ Alex Roetter
	 	Name:	Alex Roetter
	 	Title:	Director



 


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	 	Acknowledged and agreed:
	 	 
	 	By:	/s/ Yana Watson Kakar
	 	Name:	Yana Watson Kakar
	 	Title:	Chief Executive Officer and Director



 


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	 	Acknowledged and agreed:
	 	 
	 	By:	/s/ Isabelle Freidheim
	 	Name:	Isabelle Freidheim
	 	Title:	Director



 


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	 	Acknowledged and agreed:
	 	 
	 	By:	/s/ Vikram Gandhi
	 	Name:	Vikram Gandhi
	 	Title:	Director



 


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	 	Acknowledged and agreed:
	 	 
	 	By:	/s/ David Birnbaum
	 	Name:	David Birnbaum
	 	Title:	President
	 	 	 


 


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	Acknowledged and Agreed:	 
	 	 
	THE GROWTH FOR GOOD ACQUISITION CORPORATION	 
	 	 
	By:	/s/ Rahul Kakar	 
	Name:	Rahul Kakar	 
	Title:	Chief Financial Officer	 
	 	 	 
	[Signature Page to Letter Agreement]



 






     


     


    

 


	Acknowledged and Agreed:	 
	 	 
	CREDIT SUISSE SECURITIES (USA) LLC	 
	 	 
	By:	/s/ Ryan Kelley	 
	Name:	Ryan Kelley	 
	Title:	Director	 
	 	 	 
	[Signature Page to Letter Agreement]



 






     


     


    

 


	Acknowledged and Agreed:	 
	 	 
	BARCLAYS CAPITAL INC.	 
	 	 
	By:	/s/ Amit Chandra	 
	Name:	Amit Chandra	 
	Title:	Managing Director	 
	 	 	 
	[Signature Page to Letter Agreement]