REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this Agreement) is entered into as of the [ ], 2021, by and among Atlas Growth Acquisition Limited, a Cayman Islands company (the Company) and the undersigned parties listed under Investor on the signature page hereto (each, an Investor and collectively, the Investors).
WHEREAS, the Investors and the Company desire to enter into this Agreement to provide the Investors with certain rights relating to the registration of the securities held by them as of the date hereof;
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. DEFINITIONS. The following capitalized terms used herein have the following meanings:
Agreement means this Agreement, as amended, restated, supplemented, or otherwise modified from time to time.
Business Combination means the acquisition of direct or indirect ownership through a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar type of transaction, of one or more businesses or entities.
Commission means the Securities and Exchange Commission, or any other Federal agency then administering the Securities Act or the Exchange Act.
Company is defined in the preamble to this Agreement.
Demand Registration is defined in Section 2.1.1.
Demanding Holder is defined in Section 2.1.1.
Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder, all as the same shall be in effect at the time.
Form S-3 is defined in Section 2.3.
Indemnified Party is defined in Section 4.3.
Indemnifying Party is defined in Section 4.3.
Initial Shares means all of the outstanding Ordinary Shares issued prior to the consummation of the Companys initial public offering.
Investor is defined in the preamble to this Agreement.
Investor Indemnified Party is defined in Section 4.1.
Maximum Number of Shares is defined in Section 2.1.4.
Notices is defined in Section 6.3.
Piggy-Back Registration is defined in Section 2.2.1.