Athena Technology Acquisition Corp. II | Business Contracts

Form of Warrant Assumption Agreement (Filed With SEC on April 20, 2023)

Form of New Registration Rights Agreement (Filed With SEC on April 20, 2023)

Form of Company Shareholder Lock-Up Agreement (Filed With SEC on April 20, 2023)

Form of Management Lock-Up Agreement (Filed With SEC on April 20, 2023)

Form of Sponsor Lock-Up Agreement (Filed With SEC on April 20, 2023)

Sponsor Support Agreement, dated as of April 19, 2023, by and among Athena Technology Sponsor II, LLC, Athena Technology Acquisition Corp. II, Air Water Ventures Ltd, and The Air... (Filed With SEC on April 20, 2023)

Business Combination Agreement, dated as of April 19, 2023, by and among Athena Technology Acquisition Corp. II, Athena Technology Sponsor II, LLC, The Air Water Company, Project... (Filed With SEC on April 20, 2023)

Joinder, dated December 8, 2022, by and between the Company and Trier Bryant (Filed With SEC on December 9, 2022)

Amended and Restated Private Warrant Agreement, dated March 29, 2022, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent (Filed With SEC on March 30, 2022)

Amended and Restated Public Warrant Agreement, dated March 29, 2022, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent (Filed With SEC on March 30, 2022)

Description of Securities (Filed With SEC on March 30, 2022)

Underwriting Agreement, dated December 9, 2021, by and between the Company and Citigroup Global Markets Inc., as representative of the several underwriters (Filed With SEC on December 15, 2021)

Form of Indemnity Agreement (Filed With SEC on December 15, 2021)

Administrative Services Agreement, dated December 9, 2021, by and between the Company and Athena Technology Sponsor II LLC (Filed With SEC on December 15, 2021)

Private Placement Units Purchase Agreement, dated December 9, 2021, by and between the Company and Athena Technology Sponsor II LLC (Filed With SEC on December 15, 2021)

Registration Rights Agreement, dated December 9, 2021, by and among the Company and Athena Technology Sponsor II LLC (Filed With SEC on December 15, 2021)

Investment Management Trust Agreement, dated December 9, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as trustee (Filed With SEC on December 15, 2021)

Letter Agreement, dated December 9, 2021, by and among the Company, its officers, its directors and Athena Technology Sponsor II LLC (Filed With SEC on December 15, 2021)

Private Warrant Agreement, dated December 9, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent (Filed With SEC on December 15, 2021)

Public Warrant Agreement, dated December 9, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent (Filed With SEC on December 15, 2021)

Form of Indemnity Agreement (Filed With SEC on December 6, 2021)

Form of Private Placement UnitsPurchase Agreement between the Registrant and Athena Technology SponsorII, LLC (Filed With SEC on December 6, 2021)

Form of Investment Management Trust Agreement between Continental Stock Transfer& Trust Company and the Registrant (Filed With SEC on December 6, 2021)

Form of Private Warrant Agreement between Continental Stock Transfer& Trust Company and the Registrant (Filed With SEC on December 6, 2021)

Form of Public Warrant Agreement between Continental Stock Transfer& Trust Company and the Registrant (Filed With SEC on December 6, 2021)

Form of Underwriting Agreement (Filed With SEC on December 6, 2021)

Specimen Unit Certificate (Filed With SEC on November 23, 2021)

Form of Underwriting Agreement (Filed With SEC on November 23, 2021)

Specimen ClassA Common Stock Certificate (Filed With SEC on November 23, 2021)

Specimen Warrant Certificate (Filed With SEC on November 23, 2021)

Form of Public Warrant Agreement between Continental Stock Transfer& Trust Company and the Registrant (Filed With SEC on November 23, 2021)

Form of Private Warrant Agreement between Continental Stock Transfer& Trust Company and the Registrant (Filed With SEC on November 23, 2021)

Form of Letter Agreement among the Registrant, Athena Technology SponsorII, LLC and each of the executive officers and directors of the Registrant (Filed With SEC on November 23, 2021)

Form of Investment Management Trust Agreement between Continental Stock Transfer& Trust Company and the Registrant (Filed With SEC on November 23, 2021)

Form of Registration Rights Agreement among the Registrant, Athena Technology SponsorII, LLC and the Holders signatory thereto (Filed With SEC on November 23, 2021)

Form of Private Placement UnitsPurchase Agreement between the Registrant and Athena Technology SponsorII, LLC (Filed With SEC on November 23, 2021)

Form of Indemnity Agreement (Filed With SEC on November 23, 2021)

Promissory Note issued to Athena Technology SponsorII, LLC (Filed With SEC on November 23, 2021)

Securities Subscription Agreement between the Registrant and Athena Technology SponsorII, LLC (Filed With SEC on November 23, 2021)

Form of Administrative Services Agreement between the Registrant and Athena Technology SponsorII, LLC (Filed With SEC on November 23, 2021)

Athena Technology Acquisition Corp. II (40)