EX-4.4





 Exhibit 4.4 

SPECIMEN RIGHT CERTIFICATE 
  

			
	NUMBER	  	[ ] RIGHTS
	[ ]	  	

 ATLAS GROWTH ACQUISITION LIMITED 

SEE REVERSE FOR 
 CERTAIN
DEFINITIONS 
 CUSIP G0739L 138 

RIGHT 
 THIS CERTIFIES THAT, for value received
                        , or registered agents, is the registered holder of a right or rights (the “Right”) to
automatically receive one-tenth of one Class A ordinary share, with a par value $0.0001 per share (“Ordinary Share”), of Atlas Growth Acquisition Limited, a Cayman Islands company (the
“Company”) for each Right evidenced by this Rights Certificate on the Company’s completion of an initial business combination (as defined in the prospectus relating to the Company’s initial public offering
(“Prospectus”)) upon surrender of this Right Certificate pursuant to the Rights Agreement between the Company and Continental Stock Transfer & Trust Company, as Rights Agent. In no event will the Company be required to net cash
settle any Right. 
 Upon liquidation of the Company in the event an initial business combination is not consummated during the required period as
identified in the Company’s Amended and Restated Memorandum and Articles of Association, the Right shall expire and be worthless. The holder of a Right shall have no right or interest of any kind in the Company’s trust account (as defined
in the Prospectus). 
 Upon due presentment for registration of transfer of the Right Certificate at the office or agency of the Rights Agent, a new Right
Certificate or Right Certificates of like tenor and evidencing in the aggregate a like number of Rights shall be issued to the transferee in exchange for this Right Certificate, without charge except for any applicable tax or other governmental
charge. The Company shall not issue fractional shares upon exchange of Rights. The Company reserves the right to deal with any fractional entitlement at the relevant time in any manner (as provided in the Rights Agreement). 

The Company and the Rights Agent may deem and treat the registered holder as the absolute owner of this Right Certificate (notwithstanding any notation of
ownership or other writing hereon made by anyone), for the purpose of any conversion hereof, of any distribution to the registered holder, and for all other purposes, and neither the Company nor the Right Agent shall be affected by any notice to the
contrary. 
 This Right does not entitle the registered holder to any of the rights of a shareholder of the Company. 

Dated: 
  

			
	  
	  	  

	Chairman	  	Chief Financial Officer

  
  

[REVERSE OF CERTIFICATE] 












 The following abbreviations, when used in the inscription on the face of this certificate,
shall be construed as though they were written out in full according to applicable laws or regulations: 
 TEN COM - as tenants in common 

TEN ENT - as tenants by the entireties 
 JT TEN - as joint tenants
with right of survivorship and not as tenants in common 
  

							
	UNIF GIFT MIN ACT -	 	  
	 	Custodian	 	  

		 	(Cust)	 		 	(Minor)
		 	under Uniform Gifts to Minors
		 	Act	 	  

		 		 	(State)

 Additional Abbreviations may also be used though not in the above list. 

 
  

ATLAS GROWTH ACQUISITION LIMITED 
 The
Company will furnish without charge to each shareholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of share or series thereof of the Company and the
qualifications, limitations, or restrictions of such preferences and/or rights. This certificate and the rights represented thereby are issued and shall be held subject to all the provisions of the Amended and Restated Memorandum and Articles of
Association and all amendments thereto and resolutions of the Board of Directors providing for the issuance of Ordinary Shares (copies of which may be obtained from the secretary of the Company), to all of which the holder of this certificate by
acceptance hereof assents. 
 For Value Received,
                                         
                       hereby sell(s), assign(s), and transfer(s) unto 

 

			
	 PLEASE INSERT SOCIAL SECURITY OR OTHER 
IDENTIFYING NUMBER OF
ASSIGNEE

	  
	  	
	  
	  	
	  

	(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
	  

	  

	
                
                                         
                                         
                                         
                                         
                           rights

	 represented by the within Certificate, and do hereby irrevocably constitute and
appoint

	
                
                                         
                                         
                                         
                                         
                      Attorney

	 to transfer the said rights on the books of the within named Corporation will full
power of substitution in the premises.

	 Dated
                                         
                                         
  
	  	

  

			
	NOTICE:	 	The signature to this assignment must correspond with the name as written upon the face of the certificate in every particular, without alteration or enlargement or any change whatever.














 Signature(s) Guaranteed: 
  

 
 THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE
GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15). 

The holder of this certificate shall have no right or interest of any kind in or to the funds held in the Company’s trust account (as defined in the
Prospectus).