0001193125-06-139133 Sample Contracts

MARATHON ACQUISITION CORP. FOUNDER WARRANT PURCHASE AGREEMENT
Founder Warrant Purchase Agreement • June 29th, 2006 • Marathon Acquisition Corp. • Blank checks • New York

THIS FOUNDER WARRANT PURCHASE AGREEMENT (the “Agreement”) is made as of May 11, 2006 by and between Marathon Acquisition Corp., a Delaware corporation (the “Company”), on the one hand, and Marathon Investors, LLC, a Delaware limited liability company (the “Founding Stockholder”), on the other hand. Except as otherwise indicated herein, capitalized terms used herein are defined in Section 5 hereof.

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MARATHON ACQUISITION CORP. FOUNDER UNIT PURCHASE AGREEMENT
Founder Unit Purchase Agreement • June 29th, 2006 • Marathon Acquisition Corp. • Blank checks • New York

THIS FOUNDER UNIT PURCHASE AGREEMENT (the “Agreement”) is made as of May 11, 2006 by and between Marathon Acquisition Corp., a Delaware corporation (the “Company”), on the one hand, and Marathon Founders, LLC, Adam Aron and Martin E. Franklin (collectively, the “Founding Stockholders”), on the other hand. Except as otherwise indicated herein, capitalized terms used herein are defined in Section 4 hereof.

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