REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 22nd, 2020 • Athlon Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of , 2021, is made and entered into by and among Athlon Acquisition Corp., a Delaware corporation (the “Company”), AAC HoldCo, LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned parties listed on the signature page hereto under “Holders” (each such party, including 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 22nd, 2020 • Athlon Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of , 2021 by and between Athlon Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
WARRANT AGREEMENT ATHLON ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated , 2021Warrant Agreement • December 22nd, 2020 • Athlon Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated , 2021, is by and between Athlon Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
ATHLON ACQUISITION CORP. Cambridge, MA 02138Securities Subscription Agreement • December 22nd, 2020 • Athlon Acquisition Corp. • Blank checks • Delaware
Athlon Acquisition Corp., a Delaware corporation (the “Company”, “we” or “us”), is pleased to accept the offer made by AAC HoldCo, LLC, a Delaware limited liability company (“Subscriber” or “you”), to purchase 5,750,000 shares (the “Shares”) of Class B common stock of the Company, $0.0001 par value per share (“Common Stock”), up to 750,000 of which are subject to forfeiture by you to the extent that the underwriters of the initial public offering (“IPO”) of the Company’s units, each comprised of one share of Common Stock and one, or a portion of one, warrant to purchase one share of Common Stock (“Units”), do not fully exercise their option to purchase additional Units to cover over-allotments, if any (the “Over-allotment Option”). The terms of the sale by the Company of the Shares to Subscriber, and the Company and Subscriber’s agreements regarding the Shares, are as follows:
INDEMNITY AGREEMENTIndemnification Agreement • December 22nd, 2020 • Athlon Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) dated as of , is made by and between Athlon Acquisition Corp., a Delaware corporation (the “Company”), and (“Indemnitee”).
Athlon Acquisition Corp. c/o Causeway Media Partners Cambridge, MA 02138Underwriting Agreement • December 22nd, 2020 • Athlon 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 Athlon Acquisition Corp., a Delaware corporation (the “Company”), and Jefferies LLC, as representative of the several underwriters (the “Underwriter”), 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 “Public 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 (as defined below). The Units will be sold in the Public Offering pursuant to a regis
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTWarrant Purchase Agreement • December 22nd, 2020 • Athlon Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of , 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between Athlon Acquisition Corp., a Delaware corporation (the “Company”) and AAC HoldCo, LLC, a Delaware limited liability company (the “Sponsor”).
Athlon Acquisition Corp. Cambridge, MA 02138Administrative Services Agreement • December 22nd, 2020 • Athlon Acquisition Corp. • Blank checks • Delaware
This letter agreement by and between Athlon Acquisition Corp., a Delaware corporation (the “Company”), and Causeway Management, LLC, a Delaware limited liability company (“Causeway”), 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 Nasdaq Stock Market (the “Listing Date”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement on Form S-1 (File No. 333-[ ]) filed with the Securities and Exchange Commission) (such earlier date hereinafter referred to as the “Termination Date”):
