11,000,000 Units Atlas Growth Acquisition Limited UNDERWRITING AGREEMENTUnderwriting Agreement • March 31st, 2022 • Atlas Growth Acquisition LTD • Blank checks • New York
The undersigned, Atlas Growth Acquisition Limited, a Cayman Islands exempted company (“Company”), hereby confirms its agreement with Ladenburg Thalmann & Co. Inc. (hereinafter referred to as “you”, “Ladenburg”, or as the “Representative”) and with the other underwriters named on Schedule A hereto 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”), as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 31st, 2022 • Atlas Growth Acquisition LTD • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the [ ], 2022, 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”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 31st, 2022 • Atlas Growth Acquisition LTD • Blank checks • New York
This Agreement, made and entered into effective as of [•], 2022 (“Agreement”), by and between Atlas Growth Acquisition Limited, a Cayman Islands exempted company (“Company”), and the undersigned indemnitee (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 31st, 2022 • Atlas Growth Acquisition LTD • Blank checks • New York
This Extension Letter shall serve as the notice required with respect to Extension prior to the Applicable Deadline. Capitalized words used herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement.
Atlas Growth Acquisition Limited Level 42, Suntec Tower Three Singapore S038988 Ladenburg Thalmann & Co. Inc. New York, New York 10172Underwriting Agreement • March 31st, 2022 • Atlas Growth Acquisition LTD • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Atlas Growth Acquisition Limited, a Cayman Islands company (the “Company”), and Ladenburg Thalmann & Co. Inc., as Representative (the “Representative”) of the several underwriters named on Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”) and one-half (1/2) of one redeemable warrant, each whole warrant entitling its holder to purchase one Class A Ordinary Share at an exercise price of $11.50 per full share (the “Warrants”). Certain capitalized terms used herein are defined in paragraph 14 hereof.
WARRANT AGREEMENTWarrant Agreement • March 31st, 2022 • Atlas Growth Acquisition LTD • Blank checks • New York
This WARRANT AGREEMENT (this “Agreement”) is made as of [●], 2022 between Atlas Growth Acquisition Limited, a Cayman Islands company, with offices at Level 42, Suntec Tower Three, 8 Temasek Boulevard, Singapore S038988 (“Company”), and Continental Stock Transfer & Trust Company, a New York limited liability trust company, as warrant agent (“Warrant Agent”).
