AVEX · AEVEX Corp. · Insider Trading

In connection with the Offering, the following transactions have occurred regarding this Statement's reported Class B common stock of the Issuer ("Class B Shares") and Series B Units of Athena Technology Solutions Holdings, LLC ("Series B Units"): (i) ATS Investment Holdings, LLC ("ATS Investment Holdings") distributed 5,732,694 Class B Shares and corresponding Series B Units in a pro rata distribution to its members, including certain entities controlled by the MDP Funds, for no consideration and (ii) following such distribution, the MDP Funds sold 4,757,448 Series B Units, received by such entities controlled by the MDP Funds in such distribution, at a net offering price of $25.99 per unit to the Issuer (together with the corresponding Class B Shares for no additional consideration).

The ultimate general partner of each of the MDP Funds is Madison Dearborn Partners, LLC. Paul J. Finnegan and Vahe A. Dombalagian are the sole members of the board of managers of Madison Dearborn Partners, LLC, which has the power to vote or dispose of the securities held by the MDP Funds. By virtue of the relationships described herein, each of the reporting persons may be deemed to beneficially own the securities reported hereby. Each of the reporting persons disclaims beneficial ownership of the securities except to the extent of its pecuniary interest therein.

Following the transactions discussed in footnote 4, (i) ATS Investment Holdings directly holds 57,153,106 Class B Shares and corresponding Series B Units and (ii) ATS Management Holdings directly holds 411,724 Class B Shares and corresponding Series B Units. Both ATS Investment Holdings and ATS Management Holdings are controlled by the MDP Funds.

In connection with the Offering, the following transactions have occurred regarding this Statement's reported Class B common stock of the Issuer ("Class B Shares") and Series B Units of Athena Technology Solutions Holdings, LLC ("Series B Units"): (i) ATS Investment Holdings, LLC ("ATS Investment Holdings") distributed 5,732,694 Class B Shares and corresponding Series B Units in a pro rata distribution to its members, including certain entities controlled by the MDP Funds, for no consideration and (ii) following such distribution, the MDP Funds sold 4,757,448 Series B Units, received by such entities controlled by the MDP Funds in such distribution, at a net offering price of $25.99 per unit to the Issuer (together with the corresponding Class B Shares for no additional consideration).

The ultimate general partner of each of the MDP Funds is Madison Dearborn Partners, LLC. Paul J. Finnegan and Vahe A. Dombalagian are the sole members of the board of managers of Madison Dearborn Partners, LLC, which has the power to vote or dispose of the securities held by the MDP Funds. By virtue of the relationships described herein, each of the reporting persons may be deemed to beneficially own the securities reported hereby. Each of the reporting persons disclaims beneficial ownership of the securities except to the extent of its pecuniary interest therein.

Following the transactions discussed in footnote 4, (i) ATS Investment Holdings directly holds 57,153,106 Class B Shares and corresponding Series B Units and (ii) ATS Management Holdings directly holds 411,724 Class B Shares and corresponding Series B Units. Both ATS Investment Holdings and ATS Management Holdings are controlled by the MDP Funds.

In connection with the offering as described in the Issuer's Registration Statement on Form S-1 (Registration No. 333-296396) (the "Offering"), the following transactions have occurred regarding this Statement's reported Class A common stock of the Issuer ("Class A Shares"): (i) ATS PubCo Holdings, L.P. ("ATS PubCo Holdings") sold 9,341 Class A Shares and ATS PubCo Seller Holdings, LLC sold 2,264,502 Class A Shares to the underwriters at a net offering price of $25.99 and (ii) ATS PubCo Holdings distributed 2,611 Class A Shares in a pro rata distribution to its limited partners for no consideration.

Following the transactions discussed in footnote 1, (i) ATS PubCo Holdings directly holds 22,694,184 Class A Shares and (ii) ATS Management Holdings, LLC ("ATS Management Holdings") directly holds 164,662 Class A Shares. Both ATS PubCo Holdings and ATS Management Holdings are controlled by Madison Dearborn Capital Partners VII-B, L.P., Madison Dearborn Capital Partners VII Executive-B, L.P. and Madison Dearborn Capital Partners VII-C, LP (collectively, the "MDP Funds").

The ultimate general partner of each of the MDP Funds is Madison Dearborn Partners, LLC. Paul J. Finnegan and Vahe A. Dombalagian are the sole members of the board of managers of Madison Dearborn Partners, LLC, which has the power to vote or dispose of the securities held by the MDP Funds. By virtue of the relationships described herein, each of the reporting persons may be deemed to beneficially own the securities reported hereby. Each of the reporting persons disclaims beneficial ownership of the securities except to the extent of its pecuniary interest therein.

Series B Units are exchangeable (together with an equal number of Class B Shares) for Class A Shares on a one-for-one basis. Series B Units do not expire.

In connection with the Offering, the following transactions have occurred regarding this Statement's reported Class B common stock of the Issuer ("Class B Shares") and Series B Units of Athena Technology Solutions Holdings, LLC ("Series B Units"): (i) ATS Investment Holdings, LLC ("ATS Investment Holdings") distributed 5,732,694 Class B Shares and corresponding Series B Units in a pro rata distribution to its members, including certain entities controlled by the MDP Funds, for no consideration and (ii) following such distribution, the MDP Funds sold 4,757,448 Series B Units, received by such entities controlled by the MDP Funds in such distribution, at a net offering price of $25.99 per unit to the Issuer (together with the corresponding Class B Shares for no additional consideration).

The ultimate general partner of each of the MDP Funds is Madison Dearborn Partners, LLC. Paul J. Finnegan and Vahe A. Dombalagian are the sole members of the board of managers of Madison Dearborn Partners, LLC, which has the power to vote or dispose of the securities held by the MDP Funds. By virtue of the relationships described herein, each of the reporting persons may be deemed to beneficially own the securities reported hereby. Each of the reporting persons disclaims beneficial ownership of the securities except to the extent of its pecuniary interest therein.

Following the transactions discussed in footnote 4, (i) ATS Investment Holdings directly holds 57,153,106 Class B Shares and corresponding Series B Units and (ii) ATS Management Holdings directly holds 411,724 Class B Shares and corresponding Series B Units. Both ATS Investment Holdings and ATS Management Holdings are controlled by the MDP Funds.

Series B Units of Athena Technology Solutions Holdings, LLC are exchangeable (together with an equal number of shares of Class B common stock of the Issuer) for shares of Class A common stock of the Issuer on a one-for-one basis. Series B Units do not expire.

The reported transactions represent a sale to the Issuer of securities received by the Reporting Person from ATS Investment Holdings, LLC in a pro rata distribution to its members for no consideration which was exempt from reporting pursuant to Rule 16a-9. Such distribution was affected by ATS Investment Holdings, LLC in connection with the secondary offering as described in the Issuer's Registration Statement on Form S-1 (Registration No. 333-296396). The Issuer purchased such Series B Units for $25.99 per unit (together with one share of Class B common stock of the Issuer for no additional consideration).

Series B Units are exchangeable (together with an equal number of Class B Shares) for Class A Shares on a one-for-one basis. Series B Units do not expire.

In connection with the Offering, the following transactions have occurred regarding this Statement's reported Class B common stock of the Issuer ("Class B Shares") and Series B Units of Athena Technology Solutions Holdings, LLC ("Series B Units"): (i) ATS Investment Holdings, LLC ("ATS Investment Holdings") distributed 5,732,694 Class B Shares and corresponding Series B Units in a pro rata distribution to its members, including certain entities controlled by the MDP Funds, for no consideration and (ii) following such distribution, the MDP Funds sold 4,757,448 Series B Units, received by such entities controlled by the MDP Funds in such distribution, at a net offering price of $25.99 per unit to the Issuer (together with the corresponding Class B Shares for no additional consideration).

The ultimate general partner of each of the MDP Funds is Madison Dearborn Partners, LLC. Paul J. Finnegan and Vahe A. Dombalagian are the sole members of the board of managers of Madison Dearborn Partners, LLC, which has the power to vote or dispose of the securities held by the MDP Funds. By virtue of the relationships described herein, each of the reporting persons may be deemed to beneficially own the securities reported hereby. Each of the reporting persons disclaims beneficial ownership of the securities except to the extent of its pecuniary interest therein.

Following the transactions discussed in footnote 4, (i) ATS Investment Holdings directly holds 57,153,106 Class B Shares and corresponding Series B Units and (ii) ATS Management Holdings directly holds 411,724 Class B Shares and corresponding Series B Units. Both ATS Investment Holdings and ATS Management Holdings are controlled by the MDP Funds.

The reported transactions represent a sale to the Issuer of securities received by the Reporting Person from ATS Investment Holdings, LLC in a pro rata distribution to its members for no consideration which was exempt from reporting pursuant to Rule 16a-9. Such distribution was affected by ATS Investment Holdings, LLC in connection with the secondary offering as described in the Issuer's Registration Statement on Form S-1 (Registration No. 333-296396). The Issuer purchased such Series B Units for $25.99 per unit (together with one share of Class B common stock of the Issuer for no additional consideration).

In connection with the offering as described in the Issuer's Registration Statement on Form S-1 (Registration No. 333-296396) (the "Offering"), the following transactions have occurred regarding this Statement's reported Class A common stock of the Issuer ("Class A Shares"): (i) ATS PubCo Holdings, L.P. ("ATS PubCo Holdings") sold 9,341 Class A Shares and ATS PubCo Seller Holdings, LLC sold 2,264,502 Class A Shares to the underwriters at a net offering price of $25.99 and (ii) ATS PubCo Holdings distributed 2,611 Class A Shares in a pro rata distribution to its limited partners for no consideration.

Following the transactions discussed in footnote 1, (i) ATS PubCo Holdings directly holds 22,694,184 Class A Shares and (ii) ATS Management Holdings, LLC ("ATS Management Holdings") directly holds 164,662 Class A Shares. Both ATS PubCo Holdings and ATS Management Holdings are controlled by Madison Dearborn Capital Partners VII-B, L.P., Madison Dearborn Capital Partners VII Executive-B, L.P. and Madison Dearborn Capital Partners VII-C, LP (collectively, the "MDP Funds").

The ultimate general partner of each of the MDP Funds is Madison Dearborn Partners, LLC. Paul J. Finnegan and Vahe A. Dombalagian are the sole members of the board of managers of Madison Dearborn Partners, LLC, which has the power to vote or dispose of the securities held by the MDP Funds. By virtue of the relationships described herein, each of the reporting persons may be deemed to beneficially own the securities reported hereby. Each of the reporting persons disclaims beneficial ownership of the securities except to the extent of its pecuniary interest therein.

Represents restricted stock units which vest annually in three equal installments beginning on the first anniversary of the grant date.

Represents restricted stock units which vest annually in three equal installments beginning on the first anniversary of the grant date.

Represents restricted stock units ("RSUs") which vest on the earlier of the first anniversary of the grant date and the day immediately prior to the date of the next annual meeting of stockholders of the issuer.

Pursuant to an agreement with Madison Dearborn Partners, LLC ("MDP"), Mr. Spacapan is obligated to transfer the shares of Class A common stock received upon vesting of the RSUs, or the proceeds thereof, to or as directed by MDP. Accordingly, Mr. Spacapan holds the reported RSUs solely for the benefit of MDP, and disclaims beneficial ownership of such RSUs and any shares of Class A common stock deliverable upon settlement thereof.

Represents restricted stock units which vest annually in three equal installments beginning on the first anniversary of the grant date.

Represents restricted stock units which vest annually in three equal installments beginning on the first anniversary of the grant date.

Represents restricted stock units ("RSUs") which vest on the earlier of the first anniversary of the grant date and the day immediately prior to the date of the next annual meeting of stockholders of the issuer.

Pursuant to an agreement with Madison Dearborn Partners, LLC ("MDP"), Mr. Levitan is obligated to transfer the shares of Class A common stock received upon vesting of the RSUs, or the proceeds thereof, to or as directed by MDP. Accordingly, Mr. Levitan holds the reported RSUs solely for the benefit of MDP, and disclaims beneficial ownership of such RSUs and any shares of Class A common stock deliverable upon settlement thereof.

Represents restricted stock units which vest on the earlier of the first anniversary of the grant date and the day immediately prior to the date of the next annual meeting of stockholders of the issuer.

Represents restricted stock units ("RSUs") which vest on the earlier of the first anniversary of the grant date and the day immediately prior to the date of the next annual meeting of stockholders of the issuer.

Pursuant to an agreement with Madison Dearborn Partners, LLC ("MDP"), Mr. Norton is obligated to transfer the shares of Class A common stock received upon vesting of the RSUs, or the proceeds thereof, to or as directed by MDP. Accordingly, Mr. Norton holds the reported RSUs solely for the benefit of MDP, and disclaims beneficial ownership of such RSUs and any shares of Class A common stock deliverable upon settlement thereof.

Represents restricted stock units which vest on the earlier of the first anniversary of the grant date and the day immediately prior to the date of the next annual meeting of stockholders of the issuer.

Represents restricted stock units which vest annually in three equal installments beginning on the first anniversary of the grant date.

Represents restricted stock units which vest annually in three equal installments beginning on the first anniversary of the grant date.