Exhibit 4.6


 


FORM OF
PRIVATE WARRANT AGREEMENT


between


THE GROWTH FOR
GOOD ACQUISITION CORPORATION


and


CONTINENTAL STOCK
TRANSFER & TRUST COMPANY


 


Dated as of December 9,
2021


 


THIS
WARRANT AGREEMENT (this “Agreement”), dated as of December 9, 2021, is by and between The Growth for Good Acquisition
Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company,
a New York limited purpose trust company, as warrant agent (the “Warrant Agent,” also referred to herein as the “Transfer
Agent”).


 


WHEREAS,
on December 9, 2021, the Company entered into that certain Private Placement Unit Purchase Agreement with G4G Sponsor LLC, a Delaware
limited liability company (the “Sponsor”), pursuant to which the Sponsor will purchase an aggregate of 734,000 units
of the Company’s equity securities (or up to 800,000 units if the over-allotment option is exercised in full) (the “Private
Placement Units”), each such unit comprised of one share of Class A ordinary shares, par value $0.0001 per share (“Class A
Ordinary Shares”) and one-half of one private warrant (the “Private Placement Warrants”) simultaneously
with the closing of the Offering (and the closing of the over-allotment option, if applicable) bearing the legend set forth in Exhibit A
hereto at a purchase price of $10.00 per Private Placement Unit;


 


WHEREAS,
in order to finance the Company’s transaction costs in connection with an intended initial Business Combination (as defined below),
the Sponsor or affiliates 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 150,000
Private Placement Units at a purchase price of $10.00 per Private Placement Unit, which include one-half of one private warrant (the
 “Working Capital Warrants” and, together with the Private Placement Warrants, the “Warrants”);


 


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 share of Class A ordinary shares, par value $0.0001 per share (“Class A Ordinary Shares”),
one right to receive one-sixteenth of one Class A Ordinary Share (the “Rights”) and one-half of one public warrant (the
 “Units”) and, in connection therewith, has determined to issue and deliver up to 12,650,000 warrants (including up
to 1,650,000 warrants subject to the Over-allotment Option) to public investors in the Offering;


 


WHEREAS,
the Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement
on Form S-1, File No. 333-261369 (the “Registration Statement”) and prospectus (the “Prospectus”),
for the registration, under the Securities Act of 1933, as amended (the “Securities Act”), of the issuance of the
Units, the Rights, the Warrants and the shares of Class A Ordinary Shares included in the Units;


 


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 and exercise of the Warrants;


 


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


 






    	 	1	 



     


    

 


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 express 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.




 


		2.3	Registration.



 


2.3.1      Warrant
Register. The Warrant Agent shall maintain books (the “Warrant Register”) for the registration of the initial
issuance of the Warrants 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. If requested, the Registered Holder of a Warrant shall
be issued a definitive certificate in physical form evidencing such Warrants which shall be in the form attached hereto as Exhibit B.


 


Physical
certificates, if issued, shall be signed by, or bear the facsimile signature of, the Chairman of the board of directors of the Company
(the “Board”), Chief Executive Officer, Chief Financial Officer, the President or the Secretary or other 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 (notwithstanding any notation of ownership or other writing on any physical
certificate made by anyone other than the Company or the Warrant Agent), 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	 



     


    

 


		3.	Terms
                                            and Exercise of Warrants.



 


3.1          Warrant
Price. Each whole Warrant, when countersigned by the Warrant Agent, 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 shares of Class A Ordinary Shares stated therein,
at the price of $11.50 per share, subject to the adjustments provided in Section 4 hereof and in the penultimate sentence
of this Section 3.1. The term “Warrant Price” as used in this Agreement shall mean the price per share
at which each share of Class A Ordinary Shares may be purchased at the time a Warrant is exercised. The Company in its sole discretion
may lower the Warrant Price at any time prior to the Expiration Date (as defined below) for a period of not less than twenty (20) Business
Days, provided, that the Company shall provide at least twenty (20) 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. The
term “Business Day” means a day other than a Saturday, Sunday or federal holiday, on which banks in New York City
are generally open for normal business.


 


3.2          Duration
of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) commencing on the later
of: (i) the date that is thirty (30) days after the first date on which the Company completes a merger, consolidation, capital stock
exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving the Company and one or more businesses
or entities (a “Business Combination”), or (ii) the date that is twelve (12) months from the date of the closing
of the Offering and terminating at the earlier 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 and (y) the liquidation of the Company (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 hereof, with respect to an effective registration statement or a valid exemption
being available. Each Warrant not exercised on or before the Expiration Date shall become null and 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, when countersigned by the Warrant Agent, may be exercised by
the Registered Holder thereof by surrendering it (if evidenced by definitive certificate) at the office of the Warrant Agent, or at the
office of its successor as Warrant Agent, in the Borough of Manhattan, City and State of New York, with the subscription form, as set
forth in the Warrant, duly executed, and by paying in full the Warrant Price for each full share of Class A Ordinary Shares 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 shares of Class A Ordinary Shares and the issuance of such share of Class A Ordinary Shares, as follows:


 


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


 


(b)           by
surrendering the Warrants for that number of shares of Class A Ordinary Shares equal to the quotient obtained by dividing (x) the
product of the number of shares of Class A Ordinary Shares underlying the Warrants, multiplied by the excess of the 10- Day Average
Closing Price, as of the date prior to the date on which notice of exercise is sent or given to the Warrant Agent, less the Warrant Price
by (y) the 10-Day Average Closing Price. “10-Day Average Closing Price” means, as of any date, the average last
reported sale price of the Class A Ordinary Shares as reported during the ten (10) trading day period ending on the trading
day prior to such date. “Last Reported Sale Price” shall mean the last reported sale price of the shares of Class A
Ordinary Shares on the date prior to the date on which notice of exercise of the Warrant is sent to the Warrant Agent; or


 






    	 	3	 



     


    

 


		(c)	as
                                            provided in Section 6.4 hereof.



 


3.3.2      Issuance
of Shares of Class A 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) hereof), the Company shall issue
to the Registered Holder of such Warrant a book-entry position or certificate, as applicable, for the number of full shares of Class A
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 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
of Class A Ordinary Shares as to which such Warrant shall not have been exercised. Notwithstanding the foregoing, the Company shall
not be obligated to deliver any shares of Class A 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 shares of Class A Ordinary
Shares underlying the 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 shares of Class A Ordinary Shares
upon exercise of a Warrant unless the shares of Class A Ordinary Shares issuable upon such Warrant exercise has 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. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to
a Warrant, the holder of such Warrant shall not be entitled to exercise such Warrant and such Warrant may have no value and expire worthless,
in which case the purchaser of a Unit containing such Warrants shall have paid the full purchase price for the Unit solely for the shares
of Class A Ordinary Shares underlying such Unit. In no event will the Company be required to net cash settle the Warrant exercise.
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 a share of Class A Ordinary Shares, the Company shall round down to the nearest
whole number the number of shares of Class A Ordinary Shares to be issued to such holder. Notwithstanding anything in this Agreement,
for so long as any Warrant is held by G4G Sponsor LLC, such Warrant will not be exercisable more than five (5) years from the effective
date of the Registration Statement, in accordance with Financial Industry Regulatory Authority, Inc. (“FINRA”) Rules.
In addition, no such Warrant will contain terms which allow G4G Sponsor LLC to receive or accrue cash dividends prior to the exercise
of the Warrants.


 


3.3.3      Valid
Issuance. All shares of Class A Ordinary Shares issued upon the proper exercise of a Warrant in conformity with this Agreement
shall be validly issued, fully paid and non-assessable.


 


3.3.4      Date
of Issuance. Each person in whose name any book-entry position or certificate, as applicable, for shares of Class A Ordinary
Shares is issued shall for all purposes be deemed to have become the holder of record of such shares of Class A 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 share transfer books 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 of Class A Ordinary Shares at the close of business on the
next succeeding date on which the share transfer books or book- entry system of the Warrant Agent are open.


 






    	 	4	 



     


    

 


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 shares of Class A Ordinary Shares
outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares
of Class A Ordinary Shares beneficially owned by such person and its affiliates shall include the number of shares of Class A
Ordinary Shares issuable upon exercise of the Warrant with respect to which the determination of such sentence is being made, but shall
exclude shares of Class A 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 issued and outstanding shares of Class A Ordinary Shares, the holder may
rely on the number of issued and outstanding shares of Class A 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 the Transfer Agent setting forth the number of shares of Class A Ordinary Shares issued and 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 shares of Class A Ordinary Shares then outstanding. In any case, the number of issued and
outstanding shares of Class A 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 shares of Class A
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.


 


3.3.6      Lock-up
of Private Placement Warrants. The Warrants held by G4G Sponsor LLC and the shares of Class A Ordinary Shares that are issuable
upon exercise of such Warrants have been deemed compensation by the FINRA and are therefore subject to a 180-day lockup pursuant to FINRA
Rule 5110(e)(1), commencing on the effective date of the Registration Statement. Pursuant to FINRA Rule 5110(e)(1), these securities
will not be sold during the Offering, or 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 economic disposition of the securities by any person for a period
of 180 days immediately following the effective date of the Registration Statement or commencement of sales of the Offering, except to
any underwriter and selected dealer participating in the Offering and their bona fide officers or partners (provided that all securities
so transferred remain subject to the lockup restriction above for the remainder of the time period) or pursuant to another exception
to the applicability of FINRA Rule 5110(e)(1).


 






    	 	5	 



     


    

 


		4.	Adjustments.



 


		4.1	Share
                                            Dividends.



 


4.1.1      Share
Dividends and Split-Ups. If after the date hereof, and subject to the provisions of Section 4.6 hereof, the number of
issued and outstanding shares of Class A Ordinary Shares is increased by a share dividend payable in shares of Class A Ordinary
Shares, or by a split-up of shares of Class A Ordinary Shares, or other similar event, then, on the effective date of such share
dividend, split-up or similar event, the number of shares of Class A Ordinary Shares issuable on exercise of each Warrant shall
be increased in proportion to such increase in the issued and outstanding shares of Class A Ordinary Shares. A rights offering to
holders of shares of Class A Ordinary Shares entitling holders to purchase shares of Class A Ordinary Shares at a price less
than the “Fair Market Value” (as defined below) shall be deemed a share dividend of a number of shares of Class A
Ordinary Shares equal to the product of (i) the number of shares of Class A 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 shares of
Class A Ordinary Shares) multiplied by (ii) one (1) minus the quotient of (x) the price per share of Class A
Ordinary Shares paid in such rights offering divided by (y) the Fair Market Value. For purposes of this subsection 4.1.1,
if the rights offering is for securities convertible into or exercisable for shares of Class A Ordinary Shares, in determining the
price payable for the shares of Class A 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. “Fair Market Value” means the 10-Day Average
Closing Price as of the first (1st) date on which the shares of Class A Ordinary Shares trade on the applicable exchange
or in the applicable market, regular way, without the right to receive such rights. Notwithstanding anything to the contrary herein,
no shares of Class A 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, shall pay a dividend or make a distribution
in cash, securities or other assets to the holders of the shares of Class A Ordinary Shares on account of such shares of Class A
Ordinary Shares (or other shares of the Company’s share capital 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 shares of Class A Ordinary Shares in connection with a proposed initial Business Combination, (d) to
satisfy the redemption rights of the holders of shares of Class A Ordinary Shares in connection with a shareholder vote to approve
an amendment to the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s
obligation to redeem 100% of the shares of Class A Ordinary Shares if the Company does not complete its initial Business Combination
within the period set forth in the Company’s amended and restated certificate of incorporation, or (e) in connection with
the redemption of the shares of Class A Ordinary Shares included in the Units sold in the Offering upon the Company’s failure
to complete the Company’s initial Business Combination (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 Board, in good faith) of any securities or other assets
paid on each share of Class A Ordinary Shares 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 shares of Class A Ordinary Shares during
the 365-day period ending on the date of declaration of such dividend or distribution (as 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 shares of Class A Ordinary Shares issuable on exercise of each Warrant)
does not exceed $0.50.


 


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
shares of Class A Ordinary Shares is decreased by a consolidation, combination, reverse share split or reclassification of shares
of Class A Ordinary Shares or other similar event, then, on the effective date of such consolidation, combination, reverse share
split, reclassification or similar event, the number of shares of Class A Ordinary Shares issuable on exercise of each Warrant shall
be decreased in proportion to such decrease in issued and outstanding shares of Class A Ordinary Shares.


 






    	 	6	 



     


    

 


4.3          Adjustments
in Warrant Price. Whenever the number of shares of Class A Ordinary Shares purchasable upon the exercise of the Warrants is
adjusted, as provided in Section 4.1 or 4.2 hereof, 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 shares of
Class A 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 shares of Class A Ordinary Shares so purchasable immediately thereafter.


 


4.4          Replacement
of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the issued and outstanding shares
of Class A Ordinary Shares (other than a change covered by Section 4.1 or 4.2 hereof or that solely affects the
par value of such shares of Class A Ordinary Shares), or in the case of any merger or consolidation of the Company with or into
another entity in which any “person” or “group” (as such terms are used in Section 13(d) and 14(d) of
the Exchange Act) acquires more than 50% of the voting power of the Company’s securities, 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, 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 shares of Class A Ordinary Shares of the Company immediately theretofore purchasable and receivable
upon the exercise of the rights represented thereby, the kind and amount of shares of share or other securities or property (including
cash) receivable upon such reclassification, reorganization, merger or consolidation, 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 if the holders of the shares of Class A 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 consolidation or merger, 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 shares of Class A Ordinary
Shares in such consolidation or merger that affirmatively make such election; provided, further, that if less than seventy
percent (70%) of the consideration receivable by the holders of the shares of Class A Ordinary Shares in the applicable event is
payable in the form of Class A Ordinary 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 the value of a Warrant immediately prior to the consummation of the
applicable event based on the Black-Scholes Warrant Model for an uncapped American Call on Bloomberg Financial Markets (“Bloomberg”),
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, (1) the price of each
share of Class A Ordinary Shares shall be the average last reported sale price of the Class A Ordinary Shares as reported during
the ten (10) trading day period ending on the trading day prior to the applicable event, (2) the assumed volatility shall be
the ninety (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, and (3) 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. “Per Share Consideration” means (i) if the consideration
paid to holders of the shares of Class A Ordinary Shares consists exclusively of cash, the amount of such cash per share of Class A
Ordinary Shares, and (ii) in all other cases, the average last reported sale price of the shares of Class A Ordinary Shares
as reported 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 shares of Class A Ordinary Shares covered by subsection
4.1.1 hereof, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, or 4.3 hereof
and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications,
reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the
par value per share issuable upon exercise of the Warrant.


 






    	 	7	 



     


    

 


4.5          Notices
of Changes in Warrant. Upon every adjustment of the Warrant Price or the number of shares of Class A Ordinary 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 of Class A Ordinary 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; provided, however, that no adjustment to the number of shares of Class A Ordinary Shares issuable
upon exercise of a Warrant shall be required until cumulative adjustments amount to one percent (1%) or more of the number of shares
of Class A Ordinary Shares issuable upon exercise of a Warrant as last adjusted; provided, further, that any such
adjustments that are not made are carried forward and taken into account in any subsequent adjustment. Notwithstanding the foregoing,
all such carried forward adjustments shall be made (i) in connection with any subsequent adjustment that (taken together with such
carried forward adjustments) would result in a change of at least one percent (1%) in the number of shares of Class A Ordinary Shares
issuable upon exercise of a Warrant and (ii) on the exercise date of any Warrant. Upon the occurrence of any event specified in
Sections 4.1, 4.2, 4.3 or 4.4 hereof, 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.


 


4.6          No
Fractional Shares. Notwithstanding any provision contained in this Agreement to the contrary, the Company shall not issue a fractional
share of Class A Ordinary 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 shares of Class A Ordinary Shares to be issued to
such holder.


 


4.7          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 of Class A Ordinary 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.


 


		5.	Transfer
                                            and Exchange of Warrants.



 


5.1          Transferability.
Subject to compliance with applicable law, the Warrants may be transferred, assigned or sold to any person.


 


5.2          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.


 






    	 	8	 



     


    

 


5.3          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 in the event that
a Warrant surrendered for transfer bears a restrictive legend, 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.


 


5.4          Transfers
of Fractions of Warrants. The Warrant Agent shall not be required to effect any registration of transfer or exchange of Warrants
which would require the issuance of a Warrant certificate or book-entry position for a fraction of a Warrant.


 


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


 


5.6          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.


 


		6.	Other
                                            Provisions Relating to Rights of Holders of Warrants.



 


6.1          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 shareholder in respect of the meetings of shareholders or the election of directors of the Company or any other
matter.


 


6.2          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.


 


6.3          Reservation
of Shares of Class A Ordinary Shares. The Company shall at all times reserve and keep available a number of its authorized but
unissued shares of Class A Ordinary Shares that shall be sufficient to permit the exercise in full of all outstanding Warrants issued
pursuant to this Agreement.


 


6.4          Registration
of the Class A 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 for the registration, under the Securities Act, of the shares of Class A Ordinary Shares issuable upon
exercise of the Warrants. The Company shall use its commercially reasonable efforts to cause the same to become effective and to maintain
the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Warrants in
accordance with the provisions of this Agreement.


 






    	 	9	 



     


    

 


		7.	Concerning
                                            the Warrant Agent and Other Matters.



 


7.1          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 shares of Class A Ordinary Shares upon the exercise of the Warrants, but the Company
and the Warrant Agent shall not be obligated to pay any transfer taxes in respect of the Warrants or such shares of Class A Ordinary
Shares.


 


		7.2	Resignation,
                                            Consolidation, or Merger of Warrant Agent.



 


7.2.1      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 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 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.


 


7.2.2      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 shares of Class A Ordinary Shares not later than the effective date of
any such appointment.


 


7.2.3      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.


 


		7.3	Fees
                                            and Expenses of Warrant Agent.



 


7.3.1      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.


 


7.3.2      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.


 






    	 	10	 



     


    

 


		7.4	Liability
                                            of Warrant Agent.



 


7.4.1      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 Chairman of the Board, Chief Executive Officer, Chief Financial Officer, the President or the Secretary
or other principal officer 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.


 


7.4.2      Indemnity.
The Warrant Agent shall be liable hereunder only for its own, or its representatives’, gross negligence, willful misconduct, fraud,
bad faith or material breach of this Agreement. 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 or its representatives’ gross negligence,
willful misconduct, fraud, bad faith or material breach of this Agreement.


 


7.4.3      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 shares of Class A Ordinary Shares to be issued
pursuant to this Agreement or any Warrant or as to whether any shares of Class A Ordinary Shares shall, when issued, be valid and
fully paid and non-assessable.


 


7.5         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 shares of Class A
Ordinary Shares through the exercise of the Warrants.


 


7.6          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 the Warrant 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. 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.


 


		8.	Miscellaneous
                                            Provisions.



 


8.1          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.


 






    	 	11	 



     


    

 


8.2          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:


 


The
Growth for Good Acquisition Corporation


12
E 49th Street


11th
Floor


New
York, NY 10017


Attention:
Rahul Kakar


Email:
rahul.kakar@g4ginvestment.com


 


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


 


Latham &
Watkins LLP


1271
Avenue of the Americas


New York,
NY 10020-1401


Attention:
J. Peyton Worley


Email:
peyton.worley@lw.com


 


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


1
State Street, 30th Floor


New
York, NY 10004


Attention:
Compliance Department


 


8.3          Applicable
Law; 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, without giving effect to conflicts of law principles that would result in the application
of the substantive laws of another jurisdiction. 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 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. 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 9.3. 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.


 






    	 	12	 



     


    

 


8.4          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.


 


8.5          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 Borough of Manhattan, City and State of New York, 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.


 


8.6          Counterparts;
Electronic Signatures. 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.
A signature to this Agreement transmitted electronically shall have the same authority, effect and enforceability as an original signature.


 


8.7          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.


 


8.8          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 to correct any mistake, including to conform the provisions hereof to the description of the terms of the Warrants and this
Agreement set forth in the Prospectus or (ii) 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. All other modifications or amendments, including any modification or amendment to increase the Warrant Price or shorten
the Exercise Period shall require the vote or written consent of the Registered Holders of fifty percent (50%) of the then outstanding
Warrants. Notwithstanding the foregoing, the Company may lower the Warrant Price or extend the duration of the Exercise Period pursuant
to Sections 3.1 and 3.2 hereof, respectively, without the consent of the Registered Holders.


 


8.9          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.


 


Exhibit A
 – Legend


 


Exhibit B
 – Form of Warrant Certificate


 






    	 	13	 



     


    

 


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


 


 


	 	THE GROWTH FOR GOOD ACQUISITION CORPORATION
	 	 
	 	By:	/s/
    Yana Watson Kakar
	 	 	Name: Yana Watson Kakar
	 	 	Title: Chief Executive Officer
	 	 
	 	CONTINENTAL STOCK TRANSFER &
	 	TRUST COMPANY,
    as Warrant Agent
	 	 
	 	By: 	/s/ Doug C.
    Reed
	 	 	Name: Doug C. Reed
	 	 	Title: Vice President


 


[Signature
Page to Private Warrant Agreement]


 






    


     


    

 


EXHIBIT A


 


LEGEND


 


“THE
SECURITIES REPRESENTED BY THIS CERTIFICATE 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 BY AND AMONG THE GROWTH FOR GOOD ACQUISITION CORPORATION (THE “COMPANY”),
G4G SPONSOR LLC AND THE OTHER PARTIES THERETO, THE SECURITIES REPRESENTED BY THIS CERTIFICATE 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
SECTION 3 OF THE WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 2 OF THE WARRANT
AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS.


 


SECURITIES
EVIDENCED BY THIS CERTIFICATE AND SHARES OF 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.”


 






    A-1


     


    

 


EXHIBIT B


 


[Form of Warrant
Certificate]


 


[FACE]


 


Number


 


Warrants


 


THIS WARRANT
SHALL BE NULL AND VOID IF NOT EXERCISED PRIOR TO 

THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR


IN THE WARRANT
AGREEMENT DESCRIBED BELOW


 


THE GROWTH FOR
GOOD ACQUISITION CORPORATION


 


Incorporated
Under the Laws of the Cayman Islands


 


CUSIP
[l]


 


Warrant Certificate


 


This
Warrant Certificate certifies that     , or registered assigns,
is the registered holder of warrants (each a “Warrant” and together, the “Warrants”)
to purchase Class A ordinary shares, $0.0001 par value per share (“Ordinary Shares”), of The Growth for
Good Acquisition Corporation, a Cayman Islands exempted company (the “Company”). Each whole 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 non-assessable Ordinary Shares as set forth below, at the exercise price (the “Warrant Price”)
as determined pursuant to the Warrant Agreement, payable in lawful money (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
Warrant 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
whole 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 of 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 Warrant Price per one Ordinary Share for any Warrant is equal to $11.50 per share. The Warrant 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 null and void.


 






    


     


    

 


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, without regard
to conflicts of laws principles thereof.


 


	 	THE GROWTH FOR GOOD ACQUISITION CORPORATION
	 	 
	 	By:	
	 	 	Name:
	 	 	Title:
	 	 
	 	CONTINENTAL STOCK
    TRANSFER & TRUST COMPANY, as Warrant Agent 
	 	
	 	By:	
	 	 	Name:
	 	 	Title:



 






    


     


    

 


[Form 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 December 9, 2021 (the “Warrant
Agreement”), duly executed and delivered by the Company to Continental Stock Transfer & Trust Company, a New York
corporation, as warrant agent (or successor warrant agent) (collectively, 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 Warrant 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.


 


The
Warrant Agreement provides that upon the occurrence of certain events the number of Ordinary Shares issuable upon exercise of the Warrants
and the Warrant Price 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 The
Growth for Good Acquisition Corporation (the “Company”) in the amount of
US$                             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 to be exercised on a “cashless” basis pursuant to subsection 3.3.1(b) 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 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 SECURITIES AND EXCHANGE COMMISSION RULE 17Ad-15 (OR ANY SUCCESSOR RULE)
UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED).