Athlon Acquisition Corp.
44 Brattle St.
Cambridge, MA 02138
Causeway Management, LLC
44 Brattle St.
Cambridge, MA 02138
Re: Administrative Services Agreement
Ladies and Gentlemen:
This letter agreement by and between Athlon Acquisition Corp., a Delaware corporation (the Company), and Causeway Management, LLC, a Delaware limited liability company (Causeway), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the Nasdaq Stock Market (the Listing Date) and continuing until the earlier of the consummation by the Company of an initial business combination and the Companys liquidation (in each case as described in the Registration Statement on Form S-1 (File No. 333-[ ]) filed with the Securities and Exchange Commission) (such earlier date hereinafter referred to as the Termination Date):
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Causeway shall make available to the Company, at 44 Brattle St., Cambridge, MA 02138 (or any successor location or other existing office locations of Causeway or any of its affiliates), certain office space, administrative and support services, including operational, accounting and compliance services, as may be reasonably requested by the Company. In exchange therefor, the Company shall pay, on the first day of each month, Causeway the sum of $5,000 per month commencing on the Listing Date and continuing monthly thereafter until the Termination Date; and
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Causeway hereby irrevocably waives any and all right, title, interest, causes of action and claims of any kind or nature whatsoever (each, a Claim) in or to, and any and all right to seek payment of any amounts due to it out of, the trust account established for the benefit of the public stockholders of the Company and into which substantially all of the proceeds of the Companys initial public offering will be deposited (the Trust Account), and hereby irrevocably waives any Claim it presently has or may have in the future as a result of, or arising out of, this letter agreement, which Claim would reduce, encumber or otherwise adversely affect the Trust Account or any monies or other assets in the Trust Account, and further agrees not to seek recourse, reimbursement, payment or satisfaction of any Claim against the Trust Account or any monies or other assets in the Trust Account for any reason whatsoever.
This letter agreement constitutes the entire agreement and understanding of the parties hereto in respect of its subject matter and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby.
This letter agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed by all parties hereto.
No party hereto may assign either this letter agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other party, provided that Causeway may assign this letter agreement to an affiliate without the prior written approval of the Company. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer or assign any interest or title to the purported assignee.
This letter agreement, the entire relationship of the parties hereto, and any litigation between the parties (whether grounded in contract, tort, statute, law or equity) shall be governed by and construed in accordance with the laws of the State of Delaware.