Atlas Growth Acquisition Limited
Suite 3522, Level 35
Two Pacific Place, 88 Queensway
Admiralty, Hong Kong
Ladies and Gentlemen:
Atlas Growth Acquisition Limited (the Company), a blank check company formed for the purpose of acquiring one or more businesses or entities (a Business Combination), intends to register its securities under the Securities Act of 1933, as amended (Securities Act), in connection with its initial public offering (IPO), pursuant to a registration statement on Form S-1 (Registration Statement).
The undersigned hereby commits that it will purchase 5,300,000 warrants of the Company (Private Warrants) at a price of $1.00 per Private Warrant for a purchase price of $5,300,000 (the Private Warrant Purchase Price). Each whole Private Warrant entitles its holder to purchase one Class A ordinary share of the Company (Ordinary Share).
The undersigned hereby agrees that it will purchase an additional amount of warrants of the Company (Over-Allotment Warrants), up to a maximum of 495,000 Over-Allotment Warrants, or a maximum purchase price of $495,000 Warrants (Over-Allotment Warrant Purchase Price, together with the Private Warrant Purchase Price, the Purchase Price), in the event Ladenburg Thalmann & Co. Inc. (Ladenburg) exercises its over-allotment option, such that the amount held in the trust account (as described in the Registration Statement) does not fall below $10.10 per share for each share of Ordinary Share sold in the IPO.
At least twenty-four (24) hours prior to the effective date of the Registration Statement, the undersigned will cause the Private Warrant Purchase Price to be delivered to Loeb & Loeb LLP (Loeb), counsel for the Company, by wire transfer as set forth in the instructions attached as Exhibit A to hold in a non-interest bearing account until the Company consummates the IPO.
The consummation of the purchase and issuance of the Private Warrants shall occur simultaneously with the consummation of the IPO and the consummation of the purchase and issuance of the Over-Allotment Warrants shall occur simultaneously with the closing of any exercise of the over-allotment option related to the IPO. Simultaneously with the consummation of the IPO, Loeb shall deposit the Private Warrant Purchase Price, without interest or deduction, into the trust fund (Trust Fund) established by the Company for the benefit of the Companys public shareholders as described in the Registration Statement. If the Company does not complete the IPO within ten (10) days from the date of this letter, the Private Warrant Purchase Price (without interest or deduction) will be returned to the undersigned.
Each of the Company, and the undersigned acknowledges and agrees that Loeb is serving hereunder solely as a convenience to the parties to facilitate the purchase of the Private Warrants and Loebs sole obligation under this letter agreement is to act with respect to holding and disbursing the Private Warrant Purchase Price as described above. Loeb shall not be liable to the Company, Ladenburg or the undersigned or any other person or entity in respect of any act or failure to act hereunder or otherwise in connection with performing its services hereunder unless Loeb has acted in a manner constituting gross negligence or willful misconduct. The Company and the undersigned shall indemnify Loeb against any claim made against it (including reasonable attorneys fees) by reason of it acting or failing to act in connection with this letter agreement except as a result of its gross negligence or willful misconduct. Loeb may rely and shall be protected in acting or refraining from acting upon any written notice, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party or parties.
The Private Warrants and Over-Allotment Warrants will be identical to the units to be sold by the Company in the IPO. Additionally, the undersigned agrees:
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to vote the shares of Ordinary Share underlying the Private Warrants and Over-Allotment Warrants in favor of any proposed Business Combination;