INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 15th, 2021 • Athlon Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of January 11, 2021 by and between Athlon Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 15th, 2021 • Athlon Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 11, 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”).
WARRANT AGREEMENT ATHLON ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated January 11, 2021Warrant Agreement • January 15th, 2021 • Athlon Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated January 11, 2021, is by and between Athlon Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”).
INDEMNITY AGREEMENTIndemnity Agreement • January 15th, 2021 • Athlon Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) dated as of January 11, 2021, is made by and between Athlon Acquisition Corp., a Delaware corporation (the “Company”), and Jared Smith (“Indemnitee”).
24,000,000 Units ATHLON ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • January 15th, 2021 • Athlon Acquisition Corp. • Blank checks • New York
Athlon Acquisition Corp. c/o Causeway Media Partners Cambridge, MA 02138Letter Agreement • January 15th, 2021 • 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 27,600,000 of the Company’s units (including up to 3,600,000 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 AGREEMENTPrivate Placement Warrants Purchase Agreement • January 15th, 2021 • Athlon Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of January 11, 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 02138Athlon Acquisition Corp. • January 15th, 2021 • 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. 333-251605) filed with the Securities and Exchange Commission) (such earlier date hereinafter referred to as the “Termination Date”):
