REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 22nd, 2021 • FTAC Hera Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of , 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. 75,000,000 Units1 Ordinary Shares Warrants UNDERWRITING AGREEMENTUnderwriting Agreement • February 22nd, 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, 75,000,000 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 11,250,000 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
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 • February 22nd, 2021 • FTAC Hera Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of , 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”).
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...Underwriting Agreement • February 22nd, 2021 • FTAC Hera Acquisition Corp. • Blank checks
WARRANT AGREEMENT between FTAC HERA ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated , 2021Warrant Agreement • February 22nd, 2021 • FTAC Hera Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of , 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 • February 22nd, 2021 • FTAC Hera Acquisition Corp. • Blank checks • New York
THIS PURCHASE AGREEMENT (this “Agreement”), is dated as of , 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 • February 22nd, 2021 • FTAC Hera Acquisition Corp. • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the day of 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 • February 22nd, 2021 • FTAC Hera Acquisition Corp. • Blank checks • Pennsylvania
