This WARRANT AGREEMENT (this Agreement) is made as of [●], 2021 between Atlas Growth Acquisition Limited, a Cayman Islands company, with offices at Suite 3522, Level 35, Two Pacific Place, 88 Queensway, Admiralty, Hong Kong (Company), and Continental Stock Transfer & Trust Company, a New York limited liability trust company, as warrant agent (Warrant Agent).
WHEREAS, the Company is engaged in a public offering (Public Offering) of up to 12,650,000 units (including 1,650,000 units which may be issued pursuant to an overallotment option granted to the underwriters of the Public Offering), each unit (the Public Units) comprised of one Class A ordinary share of the Company, par value $0.0001 (Class A Ordinary Share), and one-half (1/2) of one warrant, where each whole warrant entitles the holder to purchase one Class A Ordinary Share at a price of $11.50 per full share, subject to adjustment as described herein, and, in connection therewith, will issue and deliver up to 6,325,000 warrants (the Public Warrants) to the public investors in connection with the Public Offering; and
WHEREAS, the Company has filed with the Securities and Exchange Commission (the SEC) a Registration Statement on Form S-1, No. 333-257751 (Registration Statement) and prospectus (Prospectus), for the registration, under the Securities Act of 1933, as amended (Act) of, among other securities, the Public Warrants; and
WHEREAS, the Company has received binding commitments (Subscription Agreements) from the Companys sponsor, Atlas Growth Holdings Limited (the Sponsor), to purchase, simultaneously with the closing of the Public Offering, up to an aggregate of 5,795,000 warrants (the Private Warrants), each exercisable to purchase one Class A Ordinary Share at a price of $11.50 per share, bearing the legend set forth in Exhibit B hereto; and
WHEREAS, the Company may issue up to an additional 500,000 warrants (Working Capital Warrants) at a price of $1.00 per Working Capital Warrant, in satisfaction of certain working capital loans made by the Companys officers, directors, initial stockholders and their affiliates; and
WHEREAS, following consummation of the Public Offering, the Company may issue additional warrants (Post IPO Warrants and together with the Public Warrants, Private Warrants, and Working Capital Warrants, the Warrants) in connection with, or following the consummation by the Company of, a Business Combination (defined below); and
WHEREAS, the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants; and
WHEREAS, the Company desires to provide for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised, and the respective rights, limitation of rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants; and
WHEREAS, all acts and things have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company and countersigned by or on behalf of the Warrant Agent, as provided herein, the valid, binding, and legal obligations of the Company, and to authorize the execution and delivery of this Agreement.
NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:
1. Appointment of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company for the Warrants, and the Warrant Agent hereby accepts such appointment and agrees to perform the same in accordance with the terms and conditions set forth in this Agreement.