FORM OF WARRANT AGREEMENT] WARRANT AGREEMENT COMMON STOCK WARRANT AGREEMENT dated as of , 2006 between MARATHON ACQUISITION CORP. and THE BANK OF NEW YORK, as Warrant Agent Common Stock Warrants Expiring , 2010Common Stock Warrant Agreement • August 1st, 2006 • Marathon Acquisition Corp. • Blank checks • New York
COMMON STOCK WARRANT AGREEMENT, dated as of , 2006 (as modified, amended or supplemented, this “Agreement”), between MARATHON ACQUISITION CORP., a Delaware corporation (the “Company”) and THE BANK OF NEW YORK, a New York trust company, as Warrant Agent (the “Warrant Agent”).
FORM OF INDEMNIFICATION AGREEMENT]Form of Indemnification Agreement • August 1st, 2006 • Marathon Acquisition Corp. • Blank checks • Delaware
This INDEMNIFICATION AGREEMENT, made and entered into this day of , 2006 (“Agreement”), by and between MARATHON ACQUISITION CORP., a Delaware corporation (the “Company”) and the undersigned (“Indemnitee”).
MARATHON ACQUISITION CORP.Marathon Acquisition Corp. • August 1st, 2006 • Blank checks
This letter will confirm the agreement by and between Marathon Acquisition Corp., a Delaware corporation (the “Company”), and Marathon Management, LLC, a Delaware limited liability company (the “Management Company”), that, commencing on the effective date (“Effective Date”) of the registration statement on form S-1 (File No. 333-134078) initial public offering (“IPO”) of the Company’s securities and continuing until the earlier of (i) the consummation by the Company of a business combination, or (ii) the Company’s dissolution and liquidation, each as described in the Company’s final prospectus relating to the IPO (hereinafter, the earlier of such dates is referred to as the “Termination Date”), the Management Company shall make available to the Company certain office space, administrative services and secretarial services as may be required by the Company from time to time, at 623 5th Avenue, 26th Floor, New York, N.Y. 10022, or at such successor facilities as shall be suitable to meet
