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).
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.
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.
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.
