REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this Agreement), dated as of [__________], 2021, is made and entered into by and among Rocket Internet Growth Opportunities Corp., a Cayman Islands exempted company (the Company), Rocket Internet Growth Opportunities Sponsor GmbH, a German limited liability company (the Sponsor) and each of the undersigned parties listed on the signature page hereto under Holders (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a Holder and collectively the Holders).
WHEREAS, the Company has 7,187,500 Class B ordinary shares, par value $0.0001 per share (the Founder Shares), issued and outstanding, up to 937,500 of which will be surrendered to the Company for no consideration depending on the extent to which the underwriters of the Companys initial public offering exercise their over-allotment option;
WHEREAS, the Founder Shares are convertible into Class A ordinary shares of the Company, par value $0.0001 per share (the Ordinary Shares), on the terms and conditions provided in the Companys amended and restated memorandum and articles of association;
WHEREAS, on the date hereof, the Company and the Sponsor entered into that certain Private Placement Warrants Purchase Agreement (the Private Placement Warrants Purchase Agreement), pursuant to which the Sponsor agreed to purchase an aggregate of 4,666,667 private placement warrants (or up to 5,166,667 warrants to the extent that the over-allotment option in connection with the Companys initial public offering is exercised) (the Private Placement Warrants) in a private placement transaction occurring simultaneously with the closing of the Companys initial public offering;
WHEREAS, in order to finance the Companys transaction costs in connection with its search for and consummation of an initial Business Combination (as defined below), the Sponsor, its affiliates or any of the Companys officers and directors may loan to the Company funds as the Company may require, of which up to $2,000,000 of such loans may be convertible into private placement-equivalent warrants (Working Capital Warrants) at a price of $1.50 per warrant at the option of the lender; and
WHEREAS, the Company and the Holders desire to enter into this Agreement, pursuant to which the Company shall grant the Holders certain registration rights with respect to certain securities of the Company, as set forth in this Agreement.
NOW, THEREFORE, in consideration of the representations, covenants and agreements contained herein, and certain other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows: