REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 7th, 2022 • AXIOS Sustainable Growth Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [•], is made and entered into by and among AXIOS Sustainable Growth Acquisition Corporation, a Cayman Islands exempted company (the “Company”), I-Bankers Securities, Inc. (the “Representative”) and the undersigned parties listed under “Investors” on the signature page hereto (each, an “Investor” and collectively, the “Investors,” and, together with the Representative and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, each a “Holder” and collectively the “Holders”).
12,500,000 Units AXIOS Sustainable Growth Acquisition Corporation UNDERWRITING AGREEMENTUnderwriting Agreement • February 7th, 2022 • AXIOS Sustainable Growth Acquisition Corp • Blank checks • New York
The undersigned, AXIOS Sustainable Growth Acquisition Corporation, a Cayman Islands exempted company (“Company”), hereby confirms its agreement with I-Bankers Securities, Inc. (hereinafter referred to as “you”, “I-Bankers”, or as the “Representative”) and with the other underwriters named on Schedule A hereto (if any) for which you are acting as representative (the Representative and the other Underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter,” provided that if only I-Bankers is listed on Schedule A, any references to the Underwriters shall refer exclusively to I-Bankers), as follows:
AXIOS Sustainable Growth Acquisition Corporation Hidden Pines Farm 1409, Hopewell Road Alpharetta, Georgia 30004 December 28, 2021AXIOS Sustainable Growth Acquisition Corp • January 26th, 2022 • Blank checks • New York
AXIOS Sustainable Growth Acquisition Corporation, a Cayman Islands exempted company (the “Company”), is pleased to accept the offer Celtic Asset and Equity Partners, Ltd., an entity formed under the laws of the Republic of Ireland (the “Subscriber” or “you”), has made to subscribe for 175,000 of the Company’s Class B ordinary shares (the “Shares”), of US$0.0001 par value per share (the “Class B Shares”), up to 22,826 of which are subject to forfeiture by you if the underwriters of the Company’s initial public offering of its securities (“IPO”), if any, do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this agreement (this “Agreement”), references to “Ordinary Shares” are to, collectively, the Class B Shares and the Company’s Class A ordinary shares, of US$0.0001 par value per share (the “Class A Shares”). Upon certain terms and conditions, the Class B Shares will automatically convert into Class A Shares on a one-for-one basis, subject
WARRANT AGREEMENT AXIOS SUSTAINABLE GROWTH ACQUISITION CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [●], 2022Warrant Agreement • February 7th, 2022 • AXIOS Sustainable Growth Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated [●], 2022, is by and between AXIOS Sustainable Growth Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer and Trust Company, a New York Limited Purpose Trust Company, as warrant agent (in such capacity, the “Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 7th, 2022 • AXIOS Sustainable Growth Acquisition Corp • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between AXIOS Sustainable Growth Acquisition Corporation (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of , 2022 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders on behalf of the Company $ of the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • February 7th, 2022 • AXIOS Sustainable Growth Acquisition Corp • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of , 2022 (as it may from time to time be amended, this “Agreement”), is entered into by and between AXIOS Sustainable Growth Acquisition Corporation, a Cayman Islands exempted company (the “Company”), AXIOS Sponsor LP, a Delaware limited partnership (the “Sponsor”), and I-Bankers Securities, Inc. (the “Representative” and together with the Sponsor, the “Purchasers”).
AXIOS Sustainable Growth Acquisition Corporation Hidden Pines Farm, 14090, Hopewell Road Alpharetta, Georgia 30004 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • February 7th, 2022 • AXIOS Sustainable Growth Acquisition Corp • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by and between AXIOS Sustainable Growth Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and I-Bankers Securities, Inc., as the representative (the “Representative”) of the several underwriters named therein (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 14,375,000 of the Company’s units (including up to 1,875,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share of the Company, par value $0.0001 per share (each, an “Ordinary Share”), one right (each, a “Right”) and one redeemable warrant (each, a “Warrant”). Each Warrant entitles the holder to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. Each Right entitles t
FORM OF RIGHTS AGREEMENTForm of Rights Agreement • February 7th, 2022 • AXIOS Sustainable Growth Acquisition Corp • Blank checks • New York
This Rights Agreement (this "Agreement") is made as of , 2022, by and between AXIOS Sustainable Growth Acquisition Corporation, a Cayman Islands exempted company (the "Company"), and Continental Stock Transfer and Trust Company, a New York Limited Purpose Trust Company (the "Rights Agent").
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of , 2022. Between: Whereas:Indemnity Agreement • February 7th, 2022 • AXIOS Sustainable Growth Acquisition Corp • Blank checks • Delaware
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of any letter agreement to be entered into between the Company, Indemnitee and other parties thereto in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:
I-Bankers Securities, Inc. Keller, Texas 76248AXIOS Sustainable Growth Acquisition Corp • February 7th, 2022 • Blank checks • New York
This is to confirm our agreement (this “Agreement”) whereby AXIOS Sustainable Growth Acquisition Corporation, a Cayman Island exempted company (“Company”), has requested I-Bankers Securities, Inc. (the “Advisor”) to assist it in connection with the Company merging with, acquiring shares of, engaging in a share exchange, share reconstruction, recapitalization and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements, or engaging in any other similar business combination (in each case, a “Business Combination”) with one or more businesses or entities (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-262352) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
AXIOS Sustainable Growth Acquisition Corporation Hidden Pines Farm, 14090, Hopewell Road Alpharetta, Georgia 30004Administrative Services Agreement • February 7th, 2022 • AXIOS Sustainable Growth Acquisition Corp • Blank checks • New York
This Administrative Services Agreement (this “Agreement”) by and between AXIOS Sustainable Growth Acquisition Corporation (the “Company”) and AXIOS Sponsor LP (the “Provider”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the New York Stock Exchange (“NYSE”) (the “Listing Date”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement on Form S-1 (File No. 333-262352) filed with the Securities and Exchange Commission) (such earlier date hereinafter referred to as the “Termination Date”), the Provider shall make available to the Company, at Hidden Pines Farm, 14090, Hopewell Road, Alpharetta, Georgia 30004 (or any successor location or other existing office locations of the Provider or any of its affiliates), certain office space, administrative and support services a
NON-REDEMPTION AGREEMENT AND ASSIGNMENT OF ECONOMIC INTERESTNon-Redemption Agreement and Assignment of Economic Interest • February 8th, 2023 • AXIOS Sustainable Growth Acquisition Corp • Blank checks • New York
This Non-Redemption Agreement and Assignment of Economic Interest (this “Agreement”) is entered as of February [•], 2023 by and among AXIOS Sustainable Growth Acquisition Corporation, a Cayman Islands exempted company (“AXAC”), AXIOS Sponsor LP, a Delaware limited partnership (the “Sponsor”) and the undersigned investor (“Investor”).
AXIOS Sustainable Growth Acquisition Corporation Hidden Pines Farm, 14090, Hopewell Road Alpharetta, Georgia 30004 Re:Post IPO Working Capital Note Ladies and Gentlemen:AXIOS Sustainable Growth Acquisition Corp • May 19th, 2022 • Blank checks
Reference is made to the Promissory Note entered into by and between AXIOS Sustainable Growth Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and AXIOS Sponsor LP, a Delaware limited partnership (the “Sponsor”), dated as of December 12, 2021 (the “Promissory Note”), which matured on February 18, 2022 (the “IPO Closing Date”). The Company desires to reborrow the amounts that were owed under the Promissory Note and the Sponsor desires to lend to the Company the amounts that were owed under the Promissory Note. In full satisfaction of all outstanding obligations under the Promissory Note, each of the Company and the Sponsor agree that the existing Promissory Note shall be cancelled immediately and the parties shall enter into a new Convertible Promissory Note (the “Working Capital Note”), dated the date hereof, with an initial outstanding balance equal to the amount outstanding balance on the Promissory Note on the IPO Closing Date plus the amount of the advanc
