EXHIBIT
10.7


 


FTAC
ATHENA ACQUISITION CORP.


2929
Arch Street, Suite 1703


Philadelphia,
PA 19104


 


June
7, 2021


 


FTAC
Athena Sponsor, LLC


2929
Arch Street, Suite 1703


Philadelphia,
PA 19104


 


		Re:	Amended
                                            and Restated Administrative Services Agreement





 


Gentlemen:


 


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”):


 


(i) Sponsor
or one of its affiliates shall make available to the Company, at 2929 Arch Street, Philadelphia, PA (or any successor location of Sponsor
or its affiliates), certain office space, utilities, and shared personnel support services as may be reasonably requested by the Company.
In exchange therefor, the Company shall pay Sponsor the sum of $25,000 per month for the month of June 2021 and $32,500 per month for
the month of July 2021 and continuing monthly thereafter until the Termination Date; and


 


(ii) Sponsor
hereby irrevocably waives any and all right, title, interest, causes of action and claims of any kind (each, a “Claim”) in
or to, and any and all right to seek payment of any amounts due to it out of, the trust account established for the benefit of the public
shareholders of the Company and into which substantially all of the proceeds of the Company’s initial public offering were deposited
(the “Trust Account”), and hereby irrevocably waives any Claim it may have in the future as a result of, or arising out of,
this letter agreement, which Claim would reduce, encumber or otherwise adversely affect the Trust Account or any monies or other assets
in the Trust Account, and further agrees not to seek recourse, reimbursement, payment or satisfaction of any Claim against the Trust
Account or any monies or other assets in the Trust Account for any reason whatsoever.


 


This
letter agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed by the
parties hereto.


 


No
party hereto may assign either this letter agreement or any of its rights, interests, or obligations hereunder without the prior written
approval of the other party (provided, that, Sponsor may assign all or any portion of its right to receive any payment hereunder to any
of its affiliates that provides applicable office space, utilities or services hereunder). Any purported assignment in violation of this
paragraph shall be void and ineffectual and shall not operate to transfer or assign any interest or title to the purported assignee.


 


This
letter agreement, the entire relationship of the parties hereto, and any litigation between the parties (whether grounded in contract,
tort, statute, law or equity) shall be governed by, construed in accordance with, and interpreted pursuant to the laws of the Commonwealth
of Pennsylvania, without giving effect to its choice of laws principles.


  


	Very
    truly yours,	 
	 	 
	FTAC
    ATHENA ACQUISITION CORP. 	 
	 	 
	By:	/s/ Amanda Abrams	 
	 	Name:	Amanda
    Abrams	 
	 	Title:	President
    and Chief Executive Officer	 


 


[Signature
Page to A&R Administrative Services Agreement]





 






     


     


    

 


AGREED
TO AND ACCEPTED BY:


 


FTAC
ATHENA SPONSOR, LLC


 


	By:	/s/ Betsy Z. Cohen	 
	 	Name:	Betsy
    Z. Cohen	 
	 	Title:	Manager	 


 


[Signature
Page to A&R Administrative Services Agreement]