REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 23rd, 2021 • Athena Technology Acquisition Corp. II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [-], 2021, is made and entered into by and among Athena Technology Acquisition Corp. II, a Delaware corporation (the “Company”), Athena Technology Sponsor II, 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. II 25,000,000 Units UNDERWRITING AGREEMENTUnderwriting Agreement • December 6th, 2021 • Athena Technology Acquisition Corp. II • Blank checks • New York
Athena Technology Acquisition Corp. II, 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, 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 cap
FORM OF PUBLIC WARRANT AGREEMENT between ATHENA TECHNOLOGY ACQUISITION CORP. II and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of [______], 2021Warrant Agreement • December 6th, 2021 • Athena Technology Acquisition Corp. II • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [______], 2021, is by and between Athena Technology Acquisition Corp. II, 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 6th, 2021 • Athena Technology Acquisition Corp. II • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [-], 2021, by and between Athena Technology Acquisition Corp. II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
INDEMNITY AGREEMENTIndemnity Agreement • December 6th, 2021 • Athena Technology Acquisition Corp. II • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [-], 2021, by and between Athena Technology Acquisition Corp. II, a Delaware corporation (the “Company”), and (“Indemnitee”).
Athena Technology Acquisition Corp. II Manhattan, NY 10018Underwriting Agreement • November 23rd, 2021 • Athena Technology Acquisition Corp. II • 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. II, 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-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 Prospect
FORM OF PRIVATE WARRANT AGREEMENT between ATHENA TECHNOLOGY ACQUISITION CORP. II and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of [______ __], 2021Warrant Agreement • December 6th, 2021 • Athena Technology Acquisition Corp. II • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [______ __], 2021, is by and between Athena Technology Acquisition Corp. II, 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 TECHNOLOGY ACQUISITION CORP. II and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of March 29, 2022Public Warrant Agreement • March 30th, 2022 • Athena Technology Acquisition Corp. II • Blank checks • New York
THIS AMENDED AND RESTATED WARRANT AGREEMENT (this “Agreement”), dated as of March 29, 2022, is by and between Athena Technology Acquisition Corp. II, 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 December 9, 2021.
AMENDED AND RESTATED PRIVATE WARRANT AGREEMENT between ATHENA TECHNOLOGY ACQUISITION CORP. II and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of March 29, 2022Private Warrant Agreement • March 30th, 2022 • Athena Technology Acquisition Corp. II • Blank checks • New York
THIS AMENDED AND RESTATED WARRANT AGREEMENT (this “Agreement”), dated as of March 29, 2022, is by and between Athena Technology Acquisition Corp. II, 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 December 9, 2021.
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • December 6th, 2021 • Athena Technology Acquisition Corp. II • Blank checks • New York
This PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (this “Agreement”) is made as of the [-] day of [-], 2021, by and between Athena Technology Acquisition Corp. II, a Delaware corporation (the “Company”), and Athena Technology Sponsor II, LLC, a Delaware limited liability company (the “Subscriber”).
FORM OF PUBLIC WARRANT AGREEMENT between ATHENA TECHNOLOGY ACQUISITION CORP. II and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of [______], 2021Warrant Agreement • November 23rd, 2021 • Athena Technology Acquisition Corp. II • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [______], 2021, is by and between Athena Technology Acquisition Corp. II, 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”).
Athena Technology Acquisition Corp. II New York, NY 10018Securities Subscription Agreement • October 18th, 2021 • Athena Technology Acquisition Corp. II • Blank checks • New York
This agreement (the “Agreement”) is entered into on August 31, 2021 by and between Athena Technology Sponsor II, LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Athena Technology Acquisition Corp. II, 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 7,362,500 shares (the “Shares”) of Class B common stock, $0.0001 par value per share (the “Class B Common Stock”) up to 937,500 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:
LOCK-UP AGREEMENTLock-Up Agreement • December 5th, 2024 • Athena Technology Acquisition Corp. II • Blank checks
This LOCK-UP AGREEMENT (this “Lock-Up Agreement”) is made and entered into as of [●], by and between Athena Technology Acquisition Corp. II, a Delaware corporation (“SPAC”), and the undersigned holder of Company Shares (the “Holder” and, together with SPAC, the “Parties”). For all purposes of this Agreement, “Holder” includes the other persons who enter into a joinder to this Agreement. All terms used but not defined in this Lock-Up Agreement shall have the same meanings as set forth in the Business Combination Agreement (as defined below).
FOURTH AMENDMENT TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • October 5th, 2023 • Athena Technology Acquisition Corp. II • Blank checks • Delaware
This Fourth Amendment to the Business Combination Agreement (this “Amendment”) is made and entered into as of September 30, 2023, by and between Athena Technology Acquisition Corp. II, a Delaware corporation (“SPAC”), and Air Water Ventures Ltd, a private company formed under the Laws of England and Wales (the “Company”).
FIRST AMENDMENT TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • June 20th, 2023 • Athena Technology Acquisition Corp. II • Blank checks • Delaware
This First Amendment to the Business Combination Agreement (this “Amendment”) is made and entered into as of June 16, 2023, by and between Athena Technology Acquisition Corp. II, a Delaware corporation (“SPAC”), and Air Water Ventures Ltd, a private company formed under the Laws of England and Wales (the “Company”).
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 5th, 2024 • Athena Technology Acquisition Corp. II • Blank checks • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], is made and entered into by and among Athena Technology Acquisition Corp. II, a Delaware corporation (“SPAC”), Athena Technology Sponsor II, LLC, a Delaware limited liability company (“Sponsor”), and the shareholders of Ace Green Recycling, Inc., a Delaware corporation (the “Company”), set forth on the signature pages hereto to this Agreement (the “Company Shareholders,” and together with 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”).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • December 5th, 2024 • Athena Technology Acquisition Corp. II • Blank checks • Delaware
This VOTING AND SUPPORT AGREEMENT, is made and entered into as of December 4, 2024 (this “Agreement”), by and among Ace Green Recycling, Inc., a Delaware corporation (the “Company”), Athena Technology Acquisition Corp. II, a Delaware corporation (“SPAC”) and Athena Technology Sponsor II, LLC, a Delaware limited liability company (the “Sponsor”). The Company, SPAC and the Sponsor are each sometimes referred to herein as a “Party,” and collectively, as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement.
JOINDER AGREEMENT December 8, 2022Joinder Agreement • December 9th, 2022 • Athena Technology Acquisition Corp. II • Blank checks
By executing this joinder, the undersigned hereby agrees, as of the date first set forth above, that the undersigned shall become a party to that certain Letter Agreement, dated December 9, 2021 (as may be amended or restated from time to time, the “Letter Agreement”), by and among Athena Technology Acquisition Corp. II (the “Company”), Athena Technology Sponsor II, LLC (the “Sponsor”), and the executive officers and directors of the Company, solely with respect to paragraphs 1, 2, 6, 7(a), 7(c), 8, 10 and 11 of the Letter Agreement, and shall be bound by, and entitled to the rights provided under, the terms and provisions of such sections of the Letter Agreement as an Insider (as defined therein).
THIRD AMENDMENT TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • August 25th, 2023 • Athena Technology Acquisition Corp. II • Blank checks • Delaware
This Third Amendment to the Business Combination Agreement (this “Amendment”) is made and entered into as of August 22, 2023, by and between Athena Technology Acquisition Corp. II, a Delaware corporation (“SPAC”), and Air Water Ventures Ltd, a private company formed under the Laws of England and Wales (the “Company”).
JOINDER AGREEMENT October 30, 2024Joinder Agreement • November 1st, 2024 • Athena Technology Acquisition Corp. II • Blank checks
By executing this joinder, the undersigned hereby agrees, as of the date first set forth above, that the undersigned shall become a party to that certain Letter Agreement, dated December 9, 2021 (as may be amended or restated from time to time, the “Letter Agreement”), by and among Athena Technology Acquisition Corp. II (the “Company”), Athena Technology Sponsor II, LLC (the “Sponsor”), and the executive officers and directors of the Company, solely with respect to paragraphs 1, 2, 6, 7(a), 7(c), 8, 10 and 11 of the Letter Agreement, and shall be bound by, and entitled to the rights provided under, the terms and provisions of such sections of the Letter Agreement as an Insider (as defined therein).
SECOND AMENDMENT TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • July 21st, 2023 • Athena Technology Acquisition Corp. II • Blank checks • Delaware
This Second Amendment to the Business Combination Agreement (this “Amendment”) is made and entered into as of July 20, 2023, by and between Athena Technology Acquisition Corp. II, a Delaware corporation (“SPAC”), and Air Water Ventures Ltd, a private company formed under the Laws of England and Wales (the “Company”).
MUTUAL RELEASE AGREEMENTMutual Release Agreement • December 14th, 2023 • Athena Technology Acquisition Corp. II • Blank checks • Delaware
This MUTUAL RELEASE AGREEMENT (this “Agreement”), dated as of December 13, 2023, is by and among Athena Technology Acquisition Corp. II, a Delaware corporation (“SPAC”), Athena Technology Sponsor II, LLC (“Sponsor”), The Air Water Company, a Cayman Islands exempted company (“Holdings”), Project Hydro Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Air Water Ventures Ltd., a private company formed under the laws of England and Wales (the “Company”). The foregoing parties are collectively referred to herein as the “Parties”.
BUSINESS COMBINATION AGREEMENT by and among ATHENA TECHNOLOGY ACQUISITION CORP. II, ATHENA TECHNOLOGY SPONSOR II, LLC, Project ATLAS Merger sub inc., and ACE GREEN RECYCLING, INC., Dated as of December 4, 2024 CONTENTSBusiness Combination Agreement • December 5th, 2024 • Athena Technology Acquisition Corp. II • Blank checks • Delaware
This Business Combination Agreement (this “Agreement”) is made and entered into as of December 4, 2024, by and among Athena Technology Acquisition Corp. II, a Delaware corporation (“SPAC”), Athena Technology Sponsor II, LLC, a Delaware limited liability company, solely for purposes of Section 6.25 (“Sponsor”), Project Atlas Merger Sub Inc., a Delaware corporation (“Merger Sub”), and Ace Green Recycling, Inc., a Delaware corporation (the “Company”). SPAC, Sponsor, Merger Sub, and the Company are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties.” Capitalized terms used in this Agreement have the meanings specified in Article XII or elsewhere in this Agreement.
Athena Technology Acquisition Corp. IIAdministrative Support Agreement • November 23rd, 2021 • Athena Technology Acquisition Corp. II • Blank checks • New York
This letter agreement by and between Athena Technology Acquisition Corp. II (the “Company”) and Athena Technology Sponsor II, 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”):
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • December 5th, 2024 • Athena Technology Acquisition Corp. II • Blank checks • Delaware
This VOTING AND SUPPORT AGREEMENT, is made and entered into as of December 4, 2024 (this “Agreement”), is by and between Ace Green Recycling, Inc., a Delaware corporation (the “Company”), Athena Technology Acquisition Corp. II, a Delaware corporation (“SPAC”) and each of the other parties set forth on the signature pages hereto (each a “Stockholder” and, together, the “Stockholders”). The Company, SPAC and the Stockholders are each sometimes referred to herein as a “Party,” and collectively, as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement.
AMENDED AND RESTATED SUBSCRIPTION AGREEMENTSubscription Agreement • December 12th, 2024 • Athena Technology Acquisition Corp. II • Blank checks • Delaware
THIS AMENDED AND RESTATED SUBSCRIPTION AGREEMENT (this “Agreement”) dated as of December 6, 2024 (the “Effective Date”), is made by and between Polar Multi-Strategy Master Fund (the “Investor”), Athena Technology Sponsor II, LLC, a Delaware limited liability company (“Sponsor”), and Athena Technology Acquisition Corp II., a Delaware Corporation (“SPAC”) and amends and restates the subscription agreement dated July 5, 2023 by and between Investor and Sponsor (“the Original Agreement”). Investor, Sponsor, and SPAC are referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
