Athena Technology Acquisition Corp. 25,000,000 Units1 UNDERWRITING AGREEMENTUnderwriting Agreement • March 22nd, 2021 • Athena Technology Acquisition Corp. • Blank checks • New York
Athena Technology Acquisition Corp., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom Citigroup Global Markets Inc. is acting as Representative (the “Representative”), an aggregate of 25,000,000 units (the “Units”) of the Company (said Units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”) (the “Offering”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,750,000 additional Units to cover over-allotments (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized te
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 22nd, 2021 • Athena Technology Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of March 14, 2021, by and between Athena Technology Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Athena Technology Acquisition Corp. Kennesaw, GA 30144Securities Subscription Agreement • February 5th, 2021 • Athena Technology Acquisition Corp. • Blank checks • New York
This amended and restated agreement (the “Agreement”) is entered into on December 28, 2020 by and between Athena Technology Sponsor LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Athena Acquisition Corp., a Delaware corporation (the “Company”, “we” or “us”), to amend and restate that certain Securities Subscription Agreement, dated December 8, 2020, by and between the Subscriber and the Company. Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 9,816,667 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 1,250,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 22nd, 2021 • Athena Technology Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 16, 2021, is made and entered into by and among Athena Technology Acquisition Corp., a Delaware corporation (the “Company”), Athena Technology Sponsor LLC, a Delaware limited liability company (the “Sponsor”) and 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”).
Athena Technology Acquisition Corp. Kennesaw, GA 30144Underwriting Agreement • March 3rd, 2021 • Athena Technology Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Athena Technology Acquisition Corp., a Delaware corporation (the “Company”), and Citigroup Global Markets Inc., as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 28,750,000 of the Company’s units (including up to 3,750,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and one-third of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment as described in the Prospectus
INDEMNITY AGREEMENTIndemnification Agreement • February 23rd, 2021 • Athena Technology Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2021, by and between Athena Technology Acquisition Corp., a Delaware corporation (the “Company”), and (“Indemnitee”).
WARRANT AGREEMENT between ATHENA TECHNOLOGY ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • March 22nd, 2021 • Athena Technology Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of March 16, 2021, is by and between Athena Technology Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
Heliogen, Inc. INDEMNIFICATION AGREEMENTIndemnification Agreement • January 6th, 2022 • Heliogen, Inc. • Electric services • Delaware
This Indemnification Agreement (this “Agreement”) is dated as of _________________, 2021 and is between Heliogen, Inc., a Delaware corporation (the “Company”), and _________________ (“Indemnitee”).
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • July 7th, 2021 • Athena Technology Acquisition Corp. • Blank checks
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on July 6, 2021, by and between Athena Technology Acquisition Corp., a Delaware corporation (the “Company”), and [●] (“Subscriber”).
HELIOGEN, INC. COMMON STOCK SALES AGREEMENTSales Agreement • September 13th, 2023 • Heliogen, Inc. • Electric services • New York
Heliogen Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with The Benchmark Company, LLC (the “Sales Agent”), as follows:
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • February 23rd, 2021 • Athena Technology Acquisition Corp. • Blank checks • New York
This PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (this “Agreement”) is made as of the [ ], 2021, by and between Athena Technology Acquisition Corp., a Delaware corporation (the “Company”), and Athena Technology Sponsor LLC, a Delaware limited liability company (the “Subscriber”).
March 14, 2021 Athena Technology Acquisition Corp. Kennesaw, GA 30144Underwriting Agreement • March 22nd, 2021 • Athena Technology Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Athena Technology Acquisition Corp., a Delaware corporation (the “Company”), and Citigroup Global Markets Inc., as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 28,750,000 of the Company’s units (including up to 3,750,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and one-third of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment as described in the Prospectus
HELIOGEN, INC. EXECUTIVE EMPLOYMENT AGREEMENT for KELLY ROSSERExecutive Employment Agreement • March 26th, 2024 • Heliogen, Inc. • Electric services • California
This Executive Employment Agreement (“Agreement”) is entered into by and between Kelly Rosser (the “Executive”) and Heliogen, Inc., a Delaware corporation (the “Employer”).
HELIOGEN, INC.Stock Option Agreement • March 7th, 2022 • Heliogen, Inc. • Electric services • California
Unless otherwise defined herein, the terms defined in the 2013 Stock Incentive Plan (the “Plan”) shall have the same defined meanings in this Stock Option Agreement (the “Option Agreement”).
Heliogen, INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Rights Agent RIGHTS AGREEMENTRights Agreement • April 17th, 2023 • Heliogen, Inc. • Electric services • Delaware
This Rights Agreement (this “Agreement”) is dated as of April 16, 2023 (the “Agreement Date”) and is made between Heliogen, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, as rights agent (“Rights Agent”).
HELIOGEN, INC. Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of ____________, 20__ Debt SecuritiesIndenture • April 6th, 2023 • Heliogen, Inc. • Electric services • New York
Whereas, for its lawful corporate purposes, the Company has duly authorized the execution and delivery of this Indenture to provide for the issuance of debt securities (hereinafter referred to as the “Securities”), in an unlimited aggregate principal amount to be issued from time to time in one or more series as in this Indenture provided, as registered Securities without coupons, to be authenticated by the certificate of the Trustee;
ContractWarrant Agreement • May 23rd, 2022 • Heliogen, Inc. • Electric services • New York
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF APPLICABLE STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE HOLDER OF THIS WARRANT SHOULD BE AWARE THAT IT MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.
Athena Technology Acquisition Corp.Administrative Support Agreement • March 22nd, 2021 • Athena Technology Acquisition Corp. • Blank checks • New York
This letter agreement by and between Athena Technology Acquisition Corp. (the “Company”) and Athena Technology Sponsor LLC (“Provider”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the New York Stock Exchange (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
COLLABORATION AGREEMENT - AUSTRALIA between Heliogen Holdings, Inc. and Woodside Energy Technologies Pty. Ltd. Dated March 28, 2022Collaboration Agreement • May 23rd, 2022 • Heliogen, Inc. • Electric services • England and Wales
THIS COLLABORATION AGREEMENT - AUSTRALIA (this “Agreement”) is made and entered into on March 28, 2022 (the “Effective Date”), by and between HELIOGEN HOLDINGS, INC., a Delaware corporation (“Heliogen”), and WOODSIDE ENERGY TECHNOLOGIES PTY. LTD., an Australian corporation with Australia Business Number 12 111 767 232 (“Woodside”) each a “Party” or together the “Parties”.
REGISTRATION RIGHTS AND LOCK-UP AGREEMENTRegistration Rights and Lock-Up Agreement • January 6th, 2022 • Heliogen, Inc. • Electric services • New York
THIS REGISTRATION RIGHTS AND LOCK-UP AGREEMENT (this “Agreement”), dated as of December 30, 2021, is made and entered into by and among Heliogen, Inc. (f/k/a Athena Technology Acquisition Corp.), a Delaware corporation (the “Company”), and the parties listed on Schedule A hereto (each, a “Holder” and collectively, the “Holders”). Any capitalized term used but not defined herein will have the meaning ascribed to such term in the Business Combination Agreement (as defined below).
CONSULTING AGREEMENTConsulting Agreement • January 12th, 2024 • Heliogen, Inc. • Electric services • Texas
This Consulting Agreement (“Agreement”) is made by and between A&K Financial Consulting Services, LLC (“A&K Consulting”), Alan Gahm (“Gahm”) (A&K Consulting and Gahm collectively, the “Consultant”), and Heliogen, Inc. (“Client”). Consultant and Client are sometimes collectively referred to as the “Parties” or singularly as a “Party.” In consideration of the mutual promises contained in this Agreement, the Parties agree as follows:
AMENDMENT NO. 2 TO RIGHTS AGREEMENTRights Agreement • December 17th, 2024 • Heliogen, Inc. • Electric services
This AMENDMENT NO. 2 TO RIGHTS AGREEMENT, dated as of December 17, 2024 (this “Amendment”), is made and entered into by and between Heliogen, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a federally chartered trust company, as Rights Agent (the “Rights Agent”). Except as otherwise provided herein, capitalized terms used but not otherwise defined in this Amendment shall have the meanings ascribed to such terms in the Agreement (as defined below).
Heliogen, Inc. EXECUTIVE EMPLOYMENT AGREEMENT for Bill GrossExecutive Employment Agreement • November 19th, 2021 • Athena Technology Acquisition Corp. • Electric services • California
This Executive Employment Agreement (“Agreement”) is entered into by and between William T. “Bill” Gross (“Executive”) and Heliogen, Inc., a Delaware corporation (the “Employer”).
AMENDMENT TO THE SPONSOR LETTERSponsor Letter Amendment • January 24th, 2022 • Heliogen, Inc. • Electric services
This Amendment to that certain letter agreement, dated March 16, 2021 (the “Original Letter Agreement”), by and among Athena Technology Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Athena Technology Acquisition Corp., a Delaware corporation (the “Buyer”), and each of the undersigned individuals, each of whom is a member of the Buyer’s board of directors and/or management team (each, an “Insider” and collectively, the “Insiders,” and together with the Sponsor and the Buyer, the “Parties”) (this “Amendment and Agreement”), dated as of December 30, 2021, is entered into by and among the Sponsor, the Buyer, HelioMax Merger Sub, Inc., a Delaware corporation (“Merger Sub”) and Heliogen, Inc., a Delaware corporation (f/k/a Edisun Heliostats, Inc.) (collectively with any predecessor entities, the “Company”). Capitalized terms used and not otherwise defined herein have the meanings set forth in the Original Letter Agreement.
AMENDMENT NO. 1 TO RIGHTS AGREEMENTRights Agreement • April 16th, 2024 • Heliogen, Inc. • Electric services
This AMENDMENT NO. 1 TO RIGHTS AGREEMENT, dated as of April 16, 2024 (this “Amendment”), is made and entered into by and between Heliogen, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a federally chartered trust company, as Rights Agent (the “Rights Agent”). Except as otherwise provided herein, capitalized terms used but not otherwise defined in this Amendment shall have the meanings ascribed to such terms in the Agreement (as defined below). Capitalized terms used but not otherwise defined in this Amendment shall have the respective meanings given to them in the Agreement.
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • March 22nd, 2021 • Athena Technology Acquisition Corp. • Blank checks • New York
This PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (this “Agreement”) is made as of the March 16, 2021, by and between Athena Technology Acquisition Corp., a Delaware corporation (the “Company”), and Athena Technology Sponsor LLC, a Delaware limited liability company (the “Subscriber”).
January 11, 2024 Via Email Sagar Kurada Re: Transition Agreement Dear Sagar:Transition Agreement • January 12th, 2024 • Heliogen, Inc. • Electric services
This letter sets forth the substance of the transition agreement (the “Agreement”) which Heliogen, Inc. (the “Company”) is offering to you to aid in your employment transition.
BUSINESS COMBINATION AGREEMENT by and among athena technology acquisition corp., Heliomax Merger Sub, inc., and heliogen, Inc. Dated as of July 6, 2021Business Combination Agreement • July 7th, 2021 • Athena Technology Acquisition Corp. • Blank checks • Delaware
This BUSINESS COMBINATION AGREEMENT, dated as of July 6, 2021 (as may be further amended, restated or amended and restated from time to time, this “Agreement”), is made by and among Athena Technology Acquisition Corp., a Delaware corporation (“Athena”), HelioMax Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Athena (“Merger Sub”) and Heliogen, Inc., a Delaware corporation (f/k/a Edisun Heliostats, Inc.) (collectively with any predecessor entities, the “Company”).
AMENDMENT TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 6th, 2022 • Heliogen, Inc. • Electric services
This Amendment to that certain Registration Rights Agreement, dated March 16, 2021 (the “Original Agreement”), by and among Athena Technology Acquisition Corp., a Delaware corporation (the “Company”), Athena Technology Sponsor LLC, a Delaware limited liability company (the “Sponsor”) and certain parties listed on the signature page of the Original Agreement under “Holders” (each such party together with the Sponsor and any person or entity who hereafter becomes a party to the Original Agreement, a “Holder” and collectively the “Holders”), dated December 30, 2021 (this “Amendment”), is entered into by and among the Company and the Holder (collectively, the “Parties”). Capitalized terms used and not otherwise defined herein have the meanings set forth in the Original Agreement.
COMMERCIAL SCALE DEMONSTRATION AGREEMENT for the CAPELLA SOLAR PROJECT by and between WOODSIDE ENERGY (USA), INC., as Owner and HELIOGEN HOLDINGS INC., as Company dated as of March 28, 2022Commercial Scale Demonstration Agreement • May 23rd, 2022 • Heliogen, Inc. • Electric services • California
This Commercial Scale Demonstration Agreement (this “Agreement”) is made, entered into and effective as of March 28, 2022 (the “Effective Date”), by and between WOODSIDE ENERGY (USA), INC. a Delaware corporation(“Owner”), and HELIOGEN HOLDINGS INC., a Delaware limited liability company (“Company”).
STOCKHOLDER SUPPORT AGREEMENTStockholder Support Agreement • July 7th, 2021 • Athena Technology Acquisition Corp. • Blank checks • Delaware
STOCKHOLDER SUPPORT AGREEMENT, dated as of July 6, 2021 (this “Agreement”), by and among Athena Technology Acquisition Corp., a Delaware corporation (“Athena”), certain of the stockholders of Heliogen, Inc., a Delaware corporation (f/k/a Edisun Heliostats, Inc.) (collectively with any predecessor entities, the “Company”), whose names appear on the signature pages of this Agreement (each, a “Stockholder” and, collectively, the “Stockholders”) and the Company.
SPONSOR Support AGREEMENTSponsor Support Agreement • July 7th, 2021 • Athena Technology Acquisition Corp. • Blank checks • Delaware
This SPONSOR SUPPORT AGREEMENT (this “Agreement”), dated as of July 6, 2021, is entered into by and among Athena Technology Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Athena Technology Acquisition Corp., a Delaware corporation (“Athena”), Heliogen, Inc., a Delaware corporation (f/k/a Edisun Heliostats, Inc.) (collectively with any predecessor entities, the “Company”), and each of the undersigned individuals, each of whom is a member of the board of directors of Athena (each a “Director”, collectively, the “Directors”).
