EX-10.5





 Exhibit 10.5 

PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT 

THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of January 11, 2021 (as it may from time to time be amended and including
all exhibits referenced herein, this “Agreement”), is entered into by and between Athlon Acquisition Corp., a Delaware corporation (the “Company”) and AAC HoldCo, LLC, a Delaware limited liability company (the
“Sponsor”). 
 WHEREAS, the Company intends to consummate an initial public offering of the Company’s units (the
“Public Offering”), each unit consisting of one share of the Company’s Class A common stock, par value $0.0001 per share (each, a “Share”), and one-half of one
redeemable warrant. Each whole warrant entitles the holder to purchase one Share at an exercise price of $11.50 per Share. The Sponsor has agreed to purchase an aggregate of 6,800,000 warrants (or 7,520,000 warrants in the aggregate to the extent
the underwriter’s over-allotment option in connection with the Public Offering is exercised in full) (the “Private Placement Warrants”), each Private Placement Warrant entitling the holder to purchase one Share at an exercise
price of $11.50 per Share. 
 NOW THEREFORE, in consideration of the mutual promises contained in this Agreement and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby, intending legally to be bound, agree as follows: 

AGREEMENT 

Section 1 Authorization, Purchase and Sale; Terms of the Private Placement Warrants. 

A. Authorization of the Private Placement Warrants. The Company has duly authorized the issuance and sale of the Private Placement
Warrants to the Sponsor. 
 B. Purchase and Sale of the Private Placement Warrants. 

On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Sponsor and the
Company (the “Initial Closing Date”), the Company shall issue and sell to the Sponsor, and the Sponsor shall purchase from the Company, an aggregate of 6,800,000 Private Placement Warrants at a price of $1.00 per warrant for an
aggregate purchase price of $7,520,000 (the “Purchase Price”) (in such amounts as described on Exhibit A hereto), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the
Company’s wiring instructions at least one business day prior to the Initial Closing Date. On the Initial Closing Date, the Company, shall either, at its option, deliver certificates evidencing the Private Placement Warrants purchased by the
Sponsor on such date duly registered in the Sponsor’s name to Sponsor, or effect such delivery in book-entry form. On the date of any closing of the over-allotment option in connection with the Public Offering or on such earlier time and date
as may be mutually agreed by the Sponsor and the Company (each such date, an “Over-allotment Closing Date,” and each Over-allotment Closing Date (if any) and the Initial Closing Date being sometimes referred to herein as a
“Closing Date”), the Company shall issue and sell to the Sponsor, and the Sponsor shall purchase from the Company, up to an aggregate of 720,000 Private Placement Warrants, in the same proportion as the amount of the over-allotment
option that is exercised, at a price of $1.00 per warrant for an aggregate purchase price of up to $720,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase
Price”) (in such amounts as described on Exhibit A hereto), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one (1) business
day prior to such Over-allotment Closing Date. On the Over-allotment Closing Date, following the payment by the Sponsor of the Over-allotment Purchase Price payable by them by wire transfer of immediately available funds to the Company, the Company
shall either, at its option, deliver certificates evidencing the Private Placement Warrants purchased by the Sponsor on such date duly registered in the Sponsor’s name to Sponsor, or effect such delivery in book-entry form. 

C. Terms of the Private Placement Warrants. 

(i) The Private Placement Warrants shall have their terms set forth in a Warrant Agreement to be entered into by the Company
and a warrant agent, in connection with the Public Offering (a “Warrant Agreement”). 












 (ii) At or prior to the time of the Initial Closing Date, the Company and
the Sponsor shall enter into a registration rights agreement (the “Registration Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Sponsor relating to the Private Placement Warrants and
the Shares underlying the Private Placement Warrants. 
 Section 2 Representations and Warranties of the Company.
As a material inducement to the Sponsor to enter into this Agreement and purchase the Private Placement Warrants, the Company hereby represents and warrants to the Sponsor (which representations and warranties shall survive each Closing Date)
that: 
 A. Organization and Corporate Power. The Company is a corporation duly organized, validly existing and in good standing
under the laws of the State of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets
of the Company. The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement and the Warrant Agreement. 

B. Authorization; No Breach. 

(i) The execution, delivery and performance of this Agreement and the Private Placement Warrants have been duly authorized and approved by the
Company as of each Closing Date. This Agreement constitutes a valid and binding obligation of the Company, enforceable in accordance with its terms. Upon each issuance of Private Placement Warrants in accordance with, and payment pursuant to, the
terms of the Warrant Agreement and this Agreement, the Private Placement Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms. 

(ii) The execution and delivery by the Company of this Agreement and the Private Placement Warrants, the issuance and sale of the Private
Placement Warrants, the issuance of the Shares upon exercise of the Private Placement Warrants and the fulfillment of, and compliance with, the respective terms hereof and thereof by the Company, do not and will not as of each Closing Date
(a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s capital stock
or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption, action, notice, declaration or filing, in each case, by or to any court or administrative or governmental body or agency
pursuant to the certificate of incorporation or the bylaws of the Company (in effect on the date hereof or as may be amended and/or restated prior to completion of the contemplated Public Offering), or any material law, statute, rule or regulation
to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except for any filings required after the date hereof under federal or state securities laws. 

C. Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, the
Private Placement Warrants will be duly and validly issued and the Shares issuable upon exercise of the Private Placement Warrants will be duly and validly issued, fully paid and nonassessable. On the date of issuance of the Private Placement
Warrants, the Shares issuable upon exercise of the Private Placement Warrants shall have been reserved for issuance. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, the Sponsor will have good
title to the Private Placement Warrants and the Shares issuable upon exercise of such Private Placement Warrants, free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions hereunder and under the
other agreements contemplated hereby, (ii) transfer restrictions under federal and state securities laws, and (iii) liens, claims or encumbrances imposed due to the actions of any of the Sponsor. 

D. Governmental Consents. No permit, consent, approval or authorization of, or declaration to or filing with, any governmental
authority is required in connection with the execution, delivery and performance by the Company of this Agreement or the consummation by the Company of any other transactions contemplated hereby. 

Section 3 Representations and Warranties of the Sponsor. As a material inducement to the Company to enter into this
Agreement and issue and sell the Private Placement Warrants to the Sponsor, Sponsor hereby represents and warrants to the Company (which representations and warranties shall survive each Closing Date) that: 












 A. Organization and Requisite Authority. The Sponsor possesses all requisite power
and authority necessary to carry out the transactions contemplated by this Agreement. 
 B. Authorization; No Breach. 

(i) This Agreement constitutes a valid and binding obligation of the Sponsor, enforceable in accordance with its terms, subject to bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general equitable principles (whether considered in a proceeding in equity or law). 

(ii) The execution and delivery by the Sponsor of this Agreement and the fulfillment of and compliance with the terms hereof by the Sponsor
does not and shall not as of each Closing Date conflict with or result in a breach by the Sponsor of the terms, conditions or provisions of any agreement, instrument, order, judgment or decree to which the Sponsor is subject that would materially
impact its ability to perform its obligations hereunder. 
 C. Investment Representations. 

(i) Sponsor is acquiring the Private Placement Warrants and, upon exercise of the Private Placement Warrants, the Shares issuable upon such
exercise (collectively, the “Securities”), for Sponsor’s own account, for investment purposes only and not with a view towards, or for resale in connection with, any public sale or distribution thereof. 

(ii) Sponsor is an “accredited investor” as such term is defined in Rule 501(a)(3) under Regulation D of the Securities Act of 1933,
as amended (the “Securities Act”), and the Sponsor has not experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities Act. 

(iii) Sponsor understands that the Securities are being offered and will be sold to it in reliance on specific exemptions from the
registration requirements of the United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Sponsor’s compliance with, the representations and warranties of Sponsor set forth herein
in order to determine the availability of such exemptions and the eligibility of the Sponsor to acquire such Securities. 
 (iv) Sponsor did
not decide to enter into this Agreement as a result of any general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D under the Securities Act. 

(v) Sponsor has been furnished with all materials relating to the business, finances and operations of the Company and materials relating to
the offer and sale of the Securities which have been requested by the Sponsor. Sponsor has been afforded the opportunity to ask questions of the executive officers and directors of the Company. The Sponsor understands that its investment in the
Securities involves a high degree of risk and it has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to the acquisition of the Securities. 

(vi) Sponsor understands that no United States federal or state agency or any other government or governmental agency has passed on or made
any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the Securities by the Sponsor nor have such authorities passed upon or endorsed the merits of the offering of the Securities. 

(vii) Sponsor understands that: (a) the Securities have not been and are not being registered under the Securities Act or any state
securities laws, and may not be offered for sale, sold, assigned or transferred unless (1) subsequently registered thereunder or (2) sold in reliance on an exemption therefrom; and (b) except as specifically set forth in the
Registration Rights Agreement, neither the Company nor any other person is under any obligation to register the Securities under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.
While the Sponsor understands that Rule 144 under the Securities Act is not available for the resale of securities initially issued by shell companies (other than business combination 












 
related shell companies) or issuers that have been at any time previously a shell company, the Sponsor understands that Rule 144 includes an exception to this prohibition if the following
conditions are met: (i) the issuer of the securities that was formerly a shell company has ceased to be a shell company; (ii) the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”); (iii) the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such
shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and (iv) at least one year has elapsed from the time that the issuer filed current Form 10
type information with the U.S. Securities and Exchange Commission (the “SEC”) reflecting its status as an entity that is not a shell company. 

(viii) Sponsor has knowledge and experience in financial and business matters, understands the high degree of risk associated with investments
in the securities of companies in the development stage such as the Company, is capable of evaluating the merits and risks of an investment in the Securities and is able to bear the economic risk of an investment in the Securities in the amount
contemplated hereunder for an indefinite period of time. The Sponsor has adequate means of providing for its current financial needs and contingencies and will have no current or anticipated future needs for liquidity which would be jeopardized by
the investment in the Securities. The Sponsor can afford a complete loss of its investment in the Securities. 
 (ix) Sponsor understands
that the Private Placement Warrants shall bear the legend substantially in the form set forth in the Warrant Agreement. 

Section 4 Conditions of the Sponsor’s Obligations. The obligation of the Sponsor to purchase and pay for the
Private Placement Warrants are subject to the fulfillment, on or before each Closing Date, of each of the following conditions: 
 A.
Representations and Warranties. The representations and warranties of the Company contained in Section 2 hereof shall be true and correct at and as of such Closing Date as though then made. 

B. Performance. The Company shall have performed and complied with all agreements, obligations and conditions contained in this
Agreement that are required to be performed or complied with by it on or before such Closing Date. 
 C. No Injunction. No
litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization
having authority over the matters contemplated hereby, which prohibits the consummation of any of the transactions contemplated by this Agreement or the Warrant Agreement. 

D. Warrant Agreement and Registration Rights Agreement. The Company shall have entered into the Warrant Agreement and the Registration
Rights Agreement, each on terms satisfactory to the Sponsor. 
 E. Corporate Consents. The Company shall have obtained the consent of
its Board of Directors authorizing the execution, delivery and performance of this Agreement and the Warrant Agreement and the issuance and sale of the Private Placement Warrants hereunder. 

Section 5 Conditions of the Company’s Obligations. The obligations of the Company to the Sponsor under this
Agreement are subject to the fulfillment, on or before each Closing Date, of each of the following conditions: 
 A. Representations and
Warranties. The representations and warranties of the Sponsor contained in Section 3 hereof shall be true and correct at and as of such Closing Date as though then made. 

B. Performance. The Sponsor shall have performed and complied with all agreements, obligations and conditions contained in this
Agreement that are required to be performed or complied with by the Sponsor on or before such Closing Date. 












 C. Corporate Consents. The Company shall have obtained the consent of its Board of
Directors authorizing the execution, delivery and performance of this Agreement and the Warrant Agreement and the issuance and sale of the Private Placement Warrants hereunder. 

D. No Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted,
entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby, which prohibits the consummation of any of the
transactions contemplated by this Agreement or the Warrant Agreement. 
 E. Warrant Agreement. The Company shall have entered into
the Warrant Agreement on terms satisfactory to the Company. 
 Section 6 Termination. This Agreement may be
terminated at any time after March 31, 2021 upon the election by either the Company or the Sponsor upon written notice to the other party if the closing of the Public Offering does not occur prior to such date. 

Section 7 Survival of Representations and Warranties. All of the representations and warranties contained herein
shall survive each Closing Date. 
 Section 8 Definitions. Terms used but not otherwise defined in this Agreement
shall have the meaning assigned to such terms in the registration statement on Form S-1 the Company has filed with the SEC under the Securities Act. 

Section 9 Miscellaneous. 

A. Successors and Assigns. Except as otherwise expressly provided herein, all covenants and agreements contained in this Agreement by
or on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors of the parties hereto whether so expressed or not. Notwithstanding the foregoing or anything to the contrary herein, the parties may not
assign this Agreement without the prior written consent of the other party hereto, other than assignments by the Sponsor to its affiliates (including, without limitation, one or more of its members, as applicable). 

B. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of
this Agreement. 
 C. Counterparts. This Agreement may be executed simultaneously in two or more counterparts, none of which need
contain the signatures of more than one party, but all such counterparts taken together shall constitute one and the same agreement. In the event that any signature is delivered by facsimile transmission or by
e-mail delivery of a “pdf’ format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and
effect as if such facsimile or “.pdf’ signature page were an original thereof. 
 D. Descriptive Headings; Interpretation.
The descriptive headings of this Agreement are inserted for convenience only and do not constitute a substantive part of this Agreement. The use of the word “including’ in this Agreement shall be by way of example rather than by
limitation. 
 E. Governing Law. This Agreement shall be deemed to be a contract made under the laws of the State of New York and for
all purposes shall be construed in accordance with the internal laws of the State of New York. 
 F. Amendments. This Agreement may
not be amended, modified or waived as to any particular provision, except by a written instrument executed by all parties hereto. 

[Signature Page Follows] 












 IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective
as of the date first set forth above. 
  

			
	COMPANY:
	
	ATHLON ACQUISITION CORP., a Delaware corporation
		
	By:	 	 /s/ Chris Hickey

		 	Name: Chris Hickey
		 	Title: Chief Executive Officer
	
	PURCHASERS:
	
	AAC HOLDCO, LLC, a Delaware limited liability company
		
	By:	 	 /s/ Mark Wan

		 	Name: Mark Wan
		 	Title: President


 [Signature Page to Private Placement Warrants Purchase Agreement] 












 Exhibit A 

 

																	
	Name	  	 Number of

Private
 Placement

Warrants
 (No Exercise
of
 Over-allotment

Option)
	 	  	 Purchase Price

(No Exercise of

Over-allotment

Option)
	 	  	 Number of Private

Placement
 Warrants

(Exercise of Over-

allotment Option in

Full)
	 	  	 Purchase Price

(Exercise of
Over-allotment
Option in

Full)
	 
	 AAC HoldCo, LLC
	  	 	6,800,000	 	  	$	6,800,000.00	 	  	 	7,520,000	 	  	$	7,520,000.00	 
	 Total
	  	 	6,800,000	 	  	$	6,800,000.00	 	  	 	7,520,000	 	  	$	7,520,000.00