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).
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.
