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:
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”).
February 22, 2021Letter 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.
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”).
FTAC ATHENA ACQUISITION CORP.FTAC Athena Acquisition Corp. • February 26th, 2021 • 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”):
