REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 26th, 2021 • FTAC Athena Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 22, 2021, is made and entered into by and among FTAC Athena Acquisition Corp., a Cayman Islands exempted company (the “Company”), FTAC Athena Sponsor, LLC, a Delaware limited liability company and FTAC Athena Advisors, LLC (each a “Sponsor”, and collectively, the “Sponsors”), Cantor Fitzgerald & Co., a New York general partnership (“Cantor”), and the undersigned parties listed on the signature page hereto (each such party, together with the Sponsors, Cantor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
UNDERWRITING AGREEMENT between FTAC ATHENA ACQUISITION CORP. and CANTOR FITZGERALD & CO. Dated: February 22, 2021 FTAC ATHENA ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • February 26th, 2021 • FTAC Athena Acquisition Corp. • Blank checks • New York
The undersigned, FTAC Athena Acquisition Corp., a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor Fitzgerald” or the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter,” provided that if only Cantor Fitzgerald is listed on such Schedule A, any references to Underwriters shall refer exclusively to Cantor Fitzgerald) as follows:
FTAC Athena Sponsor, LLC November 19, 2020Securities Subscription Agreement • January 20th, 2021 • FTAC Athena Acquisition Corp. • New York
FTAC Athena Acquisition Corp., a Cayman Islands exempted company (the “Company”), is pleased to accept the offer of FTAC Athena Sponsor, LLC, a Delaware limited liability company (the “Subscriber” or “you”), has made to subscribe for and purchase 7,873,333 Class B ordinary shares (the “Shares”), $0.0001 par value per share (the “Ordinary Shares”), up to 1,000,000 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”) of units (“Units”) do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms (this “Agreement”) on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
FORM OF INDEMNITY AGREEMENTIndemnification & Liability • February 8th, 2021 • FTAC Athena Acquisition Corp. • Blank checks • New York
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of [ ], 2021 among the Company, Indemnitee and the other parties thereto pursuant to the Underwriting Agreement between the Company and the Underwriters in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 26th, 2021 • FTAC Athena Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of February 22, 2021 by and between FTAC Athena Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • February 26th, 2021 • FTAC Athena Acquisition Corp. • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the 22nd day of February 2021, by and between FTAC Athena Acquisition Corp., a Cayman Islands exempted company (the “Company”), having its principal place of business at 2929 Arch Street, Suite 1703, Philadelphia, PA 19104, and FTAC Athena Sponsor, LLC (“Subscriber”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 8th, 2021 • FTAC Athena Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of , 2021 by and between FTAC Athena Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
February 22, 2021Underwriting Agreement • February 26th, 2021 • FTAC Athena Acquisition Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among FTAC Athena Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Cantor Fitzgerald & Co., as representative (the “Cantor Fitzgerald”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 25,300,000 of the Company’s units (including up to 3,300,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”), and one-fourth of one warrant. Each whole Warrant (each, a “Warrant”) entitles the holder thereof to purchase one Ordinary Share. The Units shall be sold in the Public Offering pursuant to a registration statement on Form S-1 (File No. 333-252
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • February 26th, 2021 • FTAC Athena Acquisition Corp. • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the 22nd day of February 2021, by and between FTAC Athena Acquisition Corp., a Cayman Islands exempted company (the “Company”), having its principal place of business at 2929 Arch Street, Suite 1703, Philadelphia, PA 19104, and Cantor Fitzgerald & Co., a New York general partnership (“Subscriber”), having its principal place of business at 499 Park Avenue, New York, New York 10022.
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 4th, 2021 • FTAC Athena Acquisition Corp. • Blank checks • Delaware
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among each of FTAC Athena Acquisition Corp., a Cayman Islands exempted company (the “Company”), FTAC Athena Sponsor, LLC, a Delaware limited liability company, FTAC Athena Advisors, LLC, a Delaware limited liability company, and FTAC Athena PIPE Sponsor, LLC, a Delaware limited liability company (collectively, the “Sponsor”), GGC Public Equities Opportunities, L.P. (“GGC”), Cantor Fitzgerald & Co., a New York general partnership (“Cantor”), the Pico Equityholders (as defined below) and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 (each, a “Holder” and collectively, the “Holders”).
SUBSCRIPTION AGREEMENTSubscription Agreement • August 4th, 2021 • FTAC Athena Acquisition Corp. • Blank checks
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on August , 2021, by and among FTAC Athena Acquisition Corp., a Cayman Islands exempted company (the “Issuer”), and the subscriber party set forth on the signature page hereto (“Subscriber”). Capitalized terms used herein without definition shall have the meanings ascribed thereto in the Combination Agreement (as defined below).
WARRANT AGREEMENT between FTAC ATHENA ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated , 2021Warrant Agreement • February 8th, 2021 • FTAC Athena Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of , 2021, is by and between FTAC Athena Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
WARRANT AGREEMENT between FTAC ATHENA ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated February 22, 2021Warrant Agreement • February 26th, 2021 • FTAC Athena Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of February 22, 2021, is by and between FTAC Athena Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
BUSINESS COMBINATION AGREEMENT by and between FTAC ATHENA ACQUISITION CORP. AND PICO QUANTITATIVE TRADING HOLDINGS LLC dated as of August 3, 2021Business Combination Agreement • August 4th, 2021 • FTAC Athena Acquisition Corp. • Blank checks • Delaware
This BUSINESS COMBINATION AGREEMENT is made and entered into effective as of August 3, 2021, by and between FTAC ATHENA ACQUISITION CORP., a Cayman Islands exempted company (“Parent”), and PICO QUANTITATIVE TRADING HOLDINGS LLC, a Delaware limited liability company (the “Company”).
SUPPORT AGREEMENTSupport Agreement • August 4th, 2021 • FTAC Athena Acquisition Corp. • Blank checks • Delaware
This Support Agreement (this “Agreement”) is made as of August 3, 2021, by and among (i) FTAC Athena Acquisition Corp., a Cayman Islands exempted company (“Athena”), (ii) FTAC Athena Sponsor, LLC, a Delaware limited liability company (“Athena Sponsor”), and FTAC Athena Advisors, LLC, a Delaware limited liability company (“Advisors” and together with Athena Sponsor, the “Sponsors”), (iii) Pico Quantitative Trading Holdings LLC, a Delaware limited liability company (the “Company”), and (iv) the undersigned members of the Company holding at least 67% of the Company’s voting units as of the date hereof (together, the “Supporting Members” and, together with the Sponsors, the “Voting Parties” and each a “Voting Party”).
FTAC Athena Acquisition Corp. Philadelphia, PA 19104 Ladies and Gentlemen:Letter Agreement • August 4th, 2021 • FTAC Athena Acquisition Corp. • Blank checks • Delaware
This letter agreement (this “Letter Agreement”), by and among FTAC Athena Acquisition Corp., a Cayman Islands exempted company (the “Company”), and certain equityholders of Pico Quantitative Trading Holdings LLC, a Delaware limited liability company (“Pico”), identified on the signature pages hereto, who are intended to become stockholders of the Company (the “Stockholders”), is being delivered concurrently with the execution of that certain Business Combination Agreement, dated as of the date hereof (the “Combination Agreement”), by and between the Company and Pico. Pursuant to the Combination Agreement, each holder of an outstanding Class A common unit of Pico (the “Pico Units”) shall have the right to exchange (“Exchange Rights”) such Pico Unit for cash (if elected by the Company as the managing member of Pico) and/or one share of the Company’s Class A common stock, par value $0.0001 per share (“Common Stock”). In this Letter Agreement, the Pico Units and the shares of Common Stock
FTAC Athena Acquisition Corp. Philadelphia, PA 19104 Ladies and Gentlemen:Letter Agreement • August 4th, 2021 • FTAC Athena Acquisition Corp. • Blank checks • Delaware
This letter agreement (this “Letter Agreement”), by and among FTAC Athena Acquisition Corp., a Cayman Islands exempted company (the “Company”), and certain equityholders of Pico Quantitative Trading Holdings LLC, a Delaware limited liability company (“Pico”), identified on the signature pages hereto, who are intended to become stockholders of the Company (the “Stockholders”), is being delivered concurrently with the execution of that certain Business Combination Agreement, dated as of the date hereof (the “Combination Agreement”), by and between the Company and Pico. Pursuant to the Combination Agreement, each holder of an outstanding Class A common unit of Pico (the “Pico Units”) shall have the right to exchange (“Exchange Rights”) such Pico Unit for cash (if elected by the Company as the managing member of Pico) and/or one share of the Company’s Class A common stock, par value $0.0001 per share (“Common Stock”). In this Letter Agreement, the Pico Units and the shares of Common Stock
SPONSOR SHARE RESTRICTION AGREEMENTSponsor Share Restriction Agreement • August 4th, 2021 • FTAC Athena Acquisition Corp. • Blank checks • Delaware
This SPONSOR SHARE RESTRICTION AGREEMENT (this “Agreement”) is dated as of August 3, 2021, by and among FTAC Athena Acquisition Corp., a Cayman Islands exempted company (“Parent”), FTAC Athena Sponsor, LLC, a Delaware limited liability company (“Athena Sponsor”), and FTAC Athena Advisors, LLC, a Delaware limited liability company (“Advisors” and together with Athena Sponsor, the “Sponsors”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Combination Agreement (as defined below).
FTAC ATHENA ACQUISITION CORP.Administrative Services Agreement • June 8th, 2021 • FTAC Athena Acquisition Corp. • Blank checks • Pennsylvania
This amended and restated letter agreement by and between FTAC Athena Acquisition Corp., a Cayman Islands exempted company (the “Company”) and FTAC Athena Sponsor, LLC (“Sponsor”), dated as of the date hereof, amends and restates that certain letter agreement between the parties dated February 22, 2021, and confirms our agreement that, continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission) (such earlier date hereinafter referred to as the “Termination Date”):
FTAC ATHENA ACQUISITION CORP.Administrative Services Agreement • February 26th, 2021 • FTAC Athena Acquisition Corp. • Blank checks • Pennsylvania
This letter agreement by and between FTAC Athena Acquisition Corp., a Cayman Islands exempted company (the “Company”) and FTAC Athena Sponsor, LLC (“Sponsor”), 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 Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
FTAC ATHENA ACQUISITION CORP.Administrative Services Agreement • February 8th, 2021 • FTAC Athena Acquisition Corp. • Blank checks • Pennsylvania
