REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 9th, 2021 • FTAC Hera Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 3, 2021, is made and entered into by and among FTAC Hera Acquisition Corp., a Cayman Islands exempted company (the “Company”), FTAC Hera Sponsor, LLC, a Delaware limited liability company and FTAC Hera Advisors, LLC (each a “Sponsor”, and collectively, the “Sponsors”), and the undersigned parties listed on the signature page hereto (each such party, together with the Sponsors 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”).
FTAC Hera Acquisition Corp. 80,000,000 Units1 Ordinary Shares Warrants UNDERWRITING AGREEMENTUnderwriting Agreement • March 9th, 2021 • FTAC Hera Acquisition Corp. • Blank checks • New York
FTAC Hera Acquisition Corp., a Cayman Islands exempted company (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, 80,000,000 units (“Units”) of the Company (said Units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase from the Company up to 12,000,000 additional units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as the Underwriters, and the term Underwriters shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise
FTAC Hera Sponsor, LLC January 22, 2021Securities Subscription Agreement • February 1st, 2021 • FTAC Hera Acquisition Corp. • New York
FTAC Hera Acquisition Corp., a Cayman Islands exempted company (the “Company”), is pleased to accept the offer of FTAC Hera Sponsor, LLC, a Delaware limited liability company (the “Subscriber” or “you”), has made to subscribe for and purchase 22,012,500 Class B ordinary shares (the “Shares”), $0.0001 par value per share (the “Ordinary Shares”), up to 2,812,500 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 22nd, 2021 • FTAC Hera 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 • March 9th, 2021 • FTAC Hera Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of March 3, 2021 by and between FTAC Hera Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
March 3, 2021Underwriting Agreement • March 9th, 2021 • FTAC Hera Acquisition Corp. • Blank checks
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 Hera Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, as representatives (the “Representatives”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 92,000,000 of the Company’s units (including up to 12,000,000 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 stat
WARRANT AGREEMENT between FTAC HERA ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated March 3, 2021Warrant Agreement • March 9th, 2021 • FTAC Hera Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of March 3, 2021, is by and between FTAC Hera 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”).
PURCHASE AGREEMENTPurchase Agreement • March 9th, 2021 • FTAC Hera Acquisition Corp. • Blank checks • New York
THIS PURCHASE AGREEMENT (this “Agreement”), is dated as of March 3, 2021, by and among FTAC HERA ACQUISITION CORP., a Cayman Islands exempted company (the “Company”), FTAC HERA ADVISORS, LLC, a Delaware limited liability company (the “Sponsor”), and certain funds and accounts managed by Millennium Management LLC (“Subscriber”).
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • March 9th, 2021 • FTAC Hera Acquisition Corp. • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the 3rd day of March 2021, by and between FTAC Hera 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 Hera Sponsor, LLC (the “Subscriber”).
FTAC HERA ACQUISITION CORP.Administrative Services Agreement • March 9th, 2021 • FTAC Hera Acquisition Corp. • Blank checks • Pennsylvania
This letter agreement by and between FTAC Hera Acquisition Corp., a Cayman Islands exempted company (the “Company”) and FTAC Hera 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 HERA ACQUISITION CORP.Administrative Services Agreement • February 22nd, 2021 • FTAC Hera Acquisition Corp. • Blank checks • Pennsylvania
FTAC HERA ACQUISITION CORP.Administrative Services Agreement • June 10th, 2021 • FTAC Hera Acquisition Corp. • Blank checks • Pennsylvania
This amended and restated letter agreement by and between FTAC Hera Acquisition Corp., a Cayman Islands exempted company (the “Company”) and FTAC Hera Sponsor, LLC (“Sponsor”), dated as of the date hereof, amends and restates that certain letter agreement between the parties dated March 3, 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”):
