REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 25th, 2021 • Athena Consumer Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 19, 2021, is made and entered into by and among Athena Consumer Acquisition Corp., a Delaware corporation (the “Company”), Athena Consumer Acquisition 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 Consumer Acquisition Corp. 20,000,000 Units UNDERWRITING AGREEMENTUnderwriting Agreement • October 25th, 2021 • Athena Consumer Acquisition Corp. • Blank checks • New York
Athena Consumer 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 20,000,000 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 3,000,000 additional Units to cover over-allotments, if any (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 capitali
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 25th, 2021 • Athena Consumer Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of October 19, 2021, by and between Athena Consumer Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
October 19, 2021Underwriting Agreement • October 25th, 2021 • Athena Consumer 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 Consumer 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 23,000,000 of the Company’s units (including up to 3,000,000 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-half 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 (a
INDEMNITY AGREEMENTIndemnification Agreement • October 25th, 2021 • Athena Consumer Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of October 19, 2021, by and between Athena Consumer Acquisition Corp., a Delaware corporation (the “Company”), and the undersigned (“Indemnitee”).
FORM OF PRIVATE WARRANT AGREEMENT between ATHENA CONSUMER ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of October 19, 2021Warrant Agreement • October 25th, 2021 • Athena Consumer Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of October 19, 2021, is by and between Athena Consumer Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent,” also referred to herein as the “Transfer Agent”).
AMENDED AND RESTATED PUBLIC WARRANT AGREEMENT between ATHENA CONSUMER ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of March 24, 2022Public Warrant Agreement • March 24th, 2022 • Athena Consumer Acquisition Corp. • Blank checks • New York
THIS AMENDED AND RESTATED WARRANT AGREEMENT (this “Agreement”), dated as of March 24, 2022, is by and between Athena Consumer Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York Limited Purpose Trust Company, as warrant agent (the “Warrant Agent,” also referred to herein as the “Transfer Agent”). This Agreement both amends and restates that certain Public Warrant Agreement, by and between the Company and the Warrant Agent, dated as of October 19, 2021.
AMENDED AND RESTATED PRIVATE WARRANT AGREEMENT between ATHENA CONSUMER ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of March 24, 2022Private Warrant Agreement • March 24th, 2022 • Athena Consumer Acquisition Corp. • Blank checks • New York
THIS AMENDED AND RESTATED WARRANT AGREEMENT (this “Agreement”), dated as of March 24, 2022, is by and between Athena Consumer Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent,” also referred to herein as the “Transfer Agent”). This Agreement both amends and restates that certain Private Warrant Agreement, by and between the Company and the Warrant Agent, dated as of October 19, 2021.
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • October 25th, 2021 • Athena Consumer Acquisition Corp. • Blank checks • New York
This PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (this “Agreement”) is made as of the 19th day of October, 2021, by and between Athena Consumer Acquisition Corp., a Delaware corporation (the “Company”), and Athena Consumer Acquisition Sponsor LLC, a Delaware limited liability company (the “Subscriber”).
FORM OF PUBLIC WARRANT AGREEMENT between ATHENA CONSUMER ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of [______], 2021Warrant Agreement • July 20th, 2021 • Athena Consumer Acquisition Corp. • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [______], 2021, is by and between Athena Consumer 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”).
ATHENA CONSUMER ACQUISITION CORP. Manhattan, New York 10018Securities Subscription Agreement • July 20th, 2021 • Athena Consumer Acquisition Corp. • New York
This agreement (the “Agreement”) is entered into on June 4, 2021 by and between Athena Consumer Acquisition Sponsor LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Athena Consumer Acquisition Corp., a Delaware corporation (the “Company”, “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 5,900,000 shares (the “Shares”) of Class B common stock, $0.0001 par value per share (the “Class B Common Stock”) up to 750,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units of the Company (the “Units”), 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:
NOTE PURCHASE AND GUARANTY AGREEMENT Initial Notes: $75,000,000 Senior Secured Notes Due 2027 Delayed Draw Notes: $25,000,000 Senior Secured Notes Due 2027 NEXT.E.GO MOBILE SE as Issuer and the Guarantors party hereto from time to time as Guarantors...Note Purchase and Guaranty Agreement • July 6th, 2023 • Athena Consumer Acquisition Corp. • Blank checks
This Note Purchase and Guaranty Agreement, dated as of June 30, 2023 (this “Agreement”), is made among Next.e.GO Mobile SE, a European company (Societas Europaea) existing under the laws of the European Union and the Federal Republic of Germany with registered seat in Aachen (the “Issuer”), the Guarantors party hereto from time to time, UMB Bank, National Association, as note administrative agent (the “Note Administrative Agent”), Echo IP Series 1 LLC, a Delaware limited liability company, as collateral agent (the “Collateral Agent”) and the Note Purchasers (as defined below).
Athena Consumer Acquisition Corp.Administrative Support Agreement • October 25th, 2021 • Athena Consumer Acquisition Corp. • Blank checks • New York
This letter agreement by and between Athena Consumer Acquisition Corp. (the “Company”) and Athena Consumer Acquisition 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”):
FOURTH AMENDMENT TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • August 28th, 2023 • Athena Consumer Acquisition Corp. • Blank checks
This amendment (this “Amendment”), dated as of August 25, 2023, by and between Athena Consumer Acquisition Corp., a Delaware corporation (“SPAC”), and Next.e.GO Mobile SE, a European company incorporated in Germany (the “Company”), to that certain Business Combination Agreement, dated as of July 28, 2022, by and among SPAC, the Company, Next.e.GO B.V., a Dutch private limited liability company, and Time is Now Merger Sub, Inc., a Delaware corporation, as amended by that certain First Amendment to Business Combination Agreement, dated as of September 29, 2022, that certain Second Amendment to Business Combination Agreement, dated as of June 29, 2023, and that certain Third Amendment to Business Combination Agreement, dated as of July 18, 2023 (the “Agreement”). SPAC and the Company are collectively referred to herein as the “Amending Parties” and each individually as an “Amending Party.” Any term used in this Amendment without definition has the meaning set forth for such term in the Ag
SPONSOR LETTER AGREEMENTSponsor Letter Agreement • July 28th, 2022 • Athena Consumer Acquisition Corp. • Blank checks
This SPONSOR LETTER AGREEMENT (this “Agreement”), dated as of July 28, 2022, is made by and among Athena Consumer Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Athena Consumer Acquisition Corp., a Delaware corporation (“Athena”), Next.e.GO Mobile SE, a European public company (Societas Europae) (the “Company”) and Next.e.GO B.V., a Dutch private limited liability company, to be converted into a Dutch public limited liability Company and renamed Next.e.GO N.V. promptly following the Exchange (“TopCo”), and Isabelle Freidheim, Jane Park, Jennifer Carr-Smith, and Angelina Smith (such individuals, collectively, the “Insiders” and together with the Sponsor, the “Sponsor and Insider Parties”). The Sponsor, Athena, the Company and TopCo and the Insiders shall be referred to herein from time to time collectively as the “Parties” and individually as a “Party”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms
FIRST AMENDMENT TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • October 3rd, 2022 • Athena Consumer Acquisition Corp. • Blank checks
This amendment (this “Amendment”), dated as of September 29, 2022, by and between Athena Consumer Acquisition Corp., a Delaware corporation (“SPAC”), and Next.e.GO Mobile SE, a German company (the “Company”), to that certain Business Combination Agreement, dated as of July 28, 2022 (the “Agreement”), by and among SPAC, the Company, Next.e.GO B.V., a Dutch private limited liability company, and Time is Now Merger Sub, Inc., a Delaware corporation. SPAC and the Company are collectively referred to herein as the “Amending Parties” and each individually as an “Amending Party.” Any term used in this Amendment without definition has the meaning set forth for such term in the Agreement.
Sixth AMENDMENT TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • September 12th, 2023 • Athena Consumer Acquisition Corp. • Blank checks
This amendment (this “Amendment”), dated as of September 11, 2023, by and between Athena Consumer Acquisition Corp., a Delaware corporation (“SPAC”), and Next.e.GO Mobile SE, a European company incorporated in Germany (the “Company”), to that certain Business Combination Agreement, dated as of July 28, 2022, by and among SPAC, the Company, Next.e.GO B.V., a Dutch private limited liability company, and Time is Now Merger Sub, Inc., a Delaware corporation, as amended by that certain First Amendment to Business Combination Agreement, dated as of September 29, 2022, that certain Second Amendment to Business Combination Agreement, dated as of June 29, 2023, that certain Third Amendment to Business Combination Agreement, dated as of July 18, 2023, that certain Fourth Amendment to the Business Combination Agreement, dated as of August 25, 2023, and that certain Fifth Amendment to the Business Combination Agreement, dated as of September 8, 2023 (the “Agreement”). SPAC and the Company are coll
AMENDMENT to AMENDED AND RESTATED PUBLIC WARRANT AGREEMENT between ATHENA CONSUMER ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYPublic Warrant Agreement • October 19th, 2023 • Athena Consumer Acquisition Corp. • Blank checks
THIS AMENDMENT TO THE AMENDED AND RESTATED PUBLIC WARRANT AGREEMENT (this “Amendment”), dated as of October 19, 2023, is by and between Athena Consumer Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York Limited Purpose Trust Company, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”). Defined terms used herein but not otherwise defined herein shall have the meanings assigned to them in the Original Warrant Agreement (defined below).
Business Combination Agreement by and among Athena Consumer Acquisition Corp. as SPAC Next.e.GO Mobile SE as Company Next.e.GO B.V. as TopCo and Time is Now Merger Sub, Inc. as Merger Sub Dated July 28, 2022Business Combination Agreement • July 28th, 2022 • Athena Consumer Acquisition Corp. • Blank checks • Delaware
THIS BUSINESS COMBINATION AGREEMENT (this “Agreement”) is made and entered into as of July 28, 2022, by and among Athena Consumer Acquisition Corp., a Delaware corporation (“SPAC”), Next.e.GO Mobile SE, a German company (the “Company”), Next.e.GO B.V., a Dutch private limited liability company (“TopCo”), and Time is Now Merger Sub, Inc., a Delaware corporation (“Merger Sub”). SPAC, the Company, TopCo and Merger Sub are collectively referred to herein as the “Parties” and individually as a “Party.”
SECOND AMENDMENT TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • July 6th, 2023 • Athena Consumer Acquisition Corp. • Blank checks
This amendment (this “Amendment”), dated as of June 29, 2023, by and between Athena Consumer Acquisition Corp., a Delaware corporation (“SPAC”), and Next.e.GO Mobile SE, a European company incorporated in Germany (the “Company”), to that certain Business Combination Agreement, dated as of July 28, 2022, by and among SPAC, the Company, Next.e.GO B.V., a Dutch private limited liability company, and Time is Now Merger Sub, Inc., a Delaware corporation, as amended by that certain First Amendment to Business Combination Agreement, dated as of September 29, 2022 (the “Agreement”). SPAC and the Company are collectively referred to herein as the “Amending Parties” and each individually as an “Amending Party.” Any term used in this Amendment without definition has the meaning set forth for such term in the Agreement.
LOCK-UP AGREEMENTLock-Up Agreement • July 28th, 2022 • Athena Consumer Acquisition Corp. • Blank checks • New York
This lock-up agreement (this “Lock-Up Agreement”), dated as of the date first written above and by and among Next.e.GO B.V., a Dutch private limited liability company (“TopCo”) and the undersigned (the “Securityholder”, which may include certain holders of convertible loans), is being delivered by Securityholder to TopCo, in connection with the transactions contemplated by that certain Business Combination Agreement (the “Transactions”), dated as of the date hereof (as may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), entered into by and among Athena Consumer Acquisition Corp., a Delaware corporation (“Athena”), Next.e.GO Mobile SE, a European public company (Societas Europae) (the “Company”), TopCo, and Time is Now Merger Sub ,Inc. a Delaware corporation(“Merger Sub”). Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed thereto in the Business Combination Agreement.
LENDER UNDERTAKING relating to the Business Combination of Next.e.GO Mobile SE, Aachen, Germany with Athena Consumer Acquisition Corporation Lender Undertaking relating to the Business Combination of Next.e.GO Mobile SE, Aachen, Germany with Athena...Lender Undertaking • July 28th, 2022 • Athena Consumer Acquisition Corp. • Blank checks
The Company, the Lenders and Athena, together with any transferee permitted pursuant to this Agreement, are hereinafter collectively referred to as the “Parties” and each individually as a “Party”.
SHAREHOLDER UNDERTAKING relating to the Business Combination of Next.e.GO Mobile SE, Aachen, Germany with Athena Consumer Acquisition Corporation Shareholder Undertaking relating to the Business Combination of Next.e.GO Mobile SE, Aachen, Germany with...Shareholder Undertaking • July 28th, 2022 • Athena Consumer Acquisition Corp. • Blank checks
The Company, the Shareholders and Athena, together with any transferee permitted pursuant to this Agreement, are hereinafter collectively referred to as the “Parties” and each individually as a “Party”.
Fifth AMENDMENT TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • September 12th, 2023 • Athena Consumer Acquisition Corp. • Blank checks
This amendment (this “Amendment”), dated as of September 8, 2023, by and between Athena Consumer Acquisition Corp., a Delaware corporation (“SPAC”), and Next.e.GO Mobile SE, a European company incorporated in Germany (the “Company”), to that certain Business Combination Agreement, dated as of July 28, 2022, by and among SPAC, the Company, Next.e.GO B.V., a Dutch private limited liability company, and Time is Now Merger Sub, Inc., a Delaware corporation, as amended by that certain First Amendment to Business Combination Agreement, dated as of September 29, 2022, that certain Second Amendment to Business Combination Agreement, dated as of June 29, 2023, that certain Third Amendment to Business Combination Agreement, dated as of July 18, 2023, and that certain Fourth Amendment to the Business Combination Agreement, dated as of August 25, 2023 (the “Agreement”). SPAC and the Company are collectively referred to herein as the “Amending Parties” and each individually as an “Amending Party.”
THIRD AMENDMENT TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • July 19th, 2023 • Athena Consumer Acquisition Corp. • Blank checks
This amendment (this “Amendment”), dated as of July 17, 2023, by and between Athena Consumer Acquisition Corp., a Delaware corporation (“SPAC”), and Next.e.GO Mobile SE, a European company incorporated in Germany (the “Company”), to that certain Business Combination Agreement, dated as of July 28, 2022, by and among SPAC, the Company, Next.e.GO B.V., a Dutch private limited liability company, and Time is Now Merger Sub, Inc., a Delaware corporation, as amended by that certain First Amendment to Business Combination Agreement, dated as of September 29, 2022, and that certain Second Amendment to Business Combination Agreement, dated as of June 29, 2023 (the “Agreement”). SPAC and the Company are collectively referred to herein as the “Amending Parties” and each individually as an “Amending Party.” Any term used in this Amendment without definition has the meaning set forth for such term in the Agreement.
FIRST AMENDMENT TO Sponsor Letter AGREEMENTSponsor Letter Agreement • October 3rd, 2022 • Athena Consumer Acquisition Corp. • Blank checks
This amendment (this “Amendment”), dated as of September 29, 2022, by and between Athena Consumer Acquisition Corp., a Delaware corporation (“Athena”), and Next.e.GO Mobile SE, a German company (the “Company”), to that certain Sponsor Letter Agreement, dated as of July 28, 2022 (the “Sponsor Letter Agreement”), by and among Athena Consumer Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Athena, the Company, Next.e.GO B.V., a Dutch private limited liability company, to be converted into a Dutch public limited liability Company and renamed Next.e.GO N.V. promptly following the Exchange (“TopCo”), and Isabelle Freidheim, Jane Park, Jennifer Carr-Smith and Angelina Smith (such individuals, collectively, the “Insiders” and together with the Sponsor, the “Sponsor and Insider Parties”). Athena and the Company shall be referred to herein from time to time collectively as the “Amending Parties” and each individually as an “Amending Party”. Capitalized terms used b
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • October 12th, 2021 • Athena Consumer Acquisition Corp. • Blank checks • New York
This PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (this “Agreement”) is made as of the [ ], 2021, by and between Athena Consumer Acquisition Corp., a Delaware corporation (the “Company”), and Athena Consumer Acquisition Sponsor LLC, a Delaware limited liability company (the “Subscriber”).
AMENDMENT to AMENDED AND RESTATED PRIVATE WARRANT AGREEMENT between ATHENA CONSUMER ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYPrivate Warrant Agreement • October 19th, 2023 • Athena Consumer Acquisition Corp. • Blank checks
THIS AMENDMENT TO THE AMENDED AND RESTATED PRIVATE WARRANT AGREEMENT (this “Amendment”), dated as of October 19, 2023, is by and between Athena Consumer Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York Limited Purpose Trust Company, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”). Defined terms used herein but not otherwise defined herein shall have the meanings assigned to them in the Original Warrant Agreement (defined below).
