BUSINESS COMBINATION AGREEMENT by and among ATHENA TECHNOLOGY ACQUISITION CORP. II, ATHENA TECHNOLOGY SPONSOR II, LLC, air water ventures lTD, Project Hydro Merger sub inc., THE AIR WATER COMPANY, and THE COMPANY shareholderS Dated as of April 19, 2023Business Combination Agreement • April 20th, 2023 • Air Water Co • Delaware
This Business Combination Agreement (this “Agreement”) is made and entered into as of April 19, 2023, 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 9.24 (“Sponsor”), The Air Water Company, a Cayman Islands exempted company (“Holdings”), Project Hydro Merger Sub Inc., a Delaware corporation (“Merger Sub”), Air Water Ventures Ltd, a private company formed under the Laws of England and Wales (the “Company”), and those shareholders of the Company set forth on the signature pages hereto as a “Company Shareholder” to this Agreement (collectively, the “Company Shareholders”). SPAC, Holdings, Merger Sub, the Company and the Company Shareholders are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”.
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • April 20th, 2023 • Air Water Co • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2023 is made and entered into by and among The Air Water Company, a Cayman Islands exempted company (“Holdings”), Athena Technology Sponsor II, LLC, a Delaware limited liability company (the “Sponsor”), and the shareholders of Air Water Ventures Limited, a private company formed under the Laws of England and Wales (the “Company”), designated as Legacy Company Holders on the signature pages hereto (each such party a “Legacy Company Holder”, and together with 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”), and, for the limited purpose set forth in Section 5.4 of this Agreement, Athena Technology Acquisition Corp. II, a Delaware corporation (“SPAC”).
FORM OF LOCK-UP AGREEMENT (SPONSOR)Lock-Up Agreement • April 20th, 2023 • Air Water Co • Delaware
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of [●], among (i) The Air Water Company, a Cayman Islands exempted company (“Holdings”), (ii) Athena Technology Sponsor II, LLC, a Delaware limited company (the “Sponsor”) and (iii) the undersigned individuals, each of whom is a member of SPAC’s (as defined below) board of directors and/or management team (each of such undersigned individuals, an “Insider” and collectively, the “Insiders”).1 Holdings, the Sponsor and the Insiders are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”. Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement (as defined below).
FORM OF LOCK-UP AGREEMENT (MANAGEMENT HOLDERS)Up Agreement • April 20th, 2023 • Air Water Co • Delaware
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of [●], between (i) The Air Water Company, a Cayman Islands exempted company (“Holdings”) and (ii) the undersigned individuals, each of whom is a member of management of the Company (as defined below) (each of such undersigned individuals, a “Holder” and collectively, the “Holders”). Holdings and the Holders are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”. Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement (as defined below).
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • April 20th, 2023 • Air Water Co
This Sponsor Support Agreement (this “Sponsor Agreement”) is dated as of April 19, 2023, by and among Athena Technology Sponsor II, LLC, a Delaware limited liability company (the “Sponsor”), Athena Technology Acquisition Corp. II, a Delaware corporation (“SPAC”), Air Water Ventures Ltd, a private company formed under the laws of England and Wales (the “Company”), and The Air Water Company, a Cayman Islands exempted company (“Holdings”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
FORM OF LOCK-UP AGREEMENT (OTHER COMPANY HOLDERS)Lock-Up Agreement • April 20th, 2023 • Air Water Co • Delaware
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of [●], between (i) The Air Water Company, a Cayman Islands exempted company (“Holdings”) and (ii) the undersigned individuals (each of such undersigned individuals, a “Holder” and collectively, the “Holders”). Holdings and the Holders are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”. Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement (as defined below).
ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENTAssignment, Assumption and Amendment Agreement • April 20th, 2023 • Air Water Co • New York
This Assignment, Assumption and Amendment Agreement (this “Agreement”) is made as of [●], 2023, by and among Athena Technology Acquisition Corp. II, a Delaware corporation (the “Company”), The Air Water Company, a Cayman Islands exempted company (“Holdings”), and Continental Stock Transfer & Trust Company, a New York limited purposes trust company (the “Warrant Agent”).
