Exhibit 10.1


 




THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED
FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES
ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAKER THAT SUCH REGISTRATION IS NOT REQUIRED.


 


PROMISSORY NOTE


 


$1,500,000


Issue Date: November 14, 2022


No. A-1


New York, New York


 


FTAC Hera Acquisition Corp.
(the “Maker”) promises to pay to the order of FTAC Hera Sponsor, LLC (the “Payee”) the principal sum
of up to ONE MILLION FIVE HUNDRED THOUSAND DOLLARS ($1,500,000) (the “Maximum Principal Amount”) in lawful money of
the United States of America, on the terms and conditions described below.


 


1. Principal. The Payee shall be obligated
to lend to the Maker amounts up to the Maximum Principal Amount. The principal balance of this Note, as reflected on Schedule A
hereto (such Schedule to be updated from time to time by the Maker as amounts are borrowed from the Payee up to the Maximum Principal
Amount) shall be repayable on the date (the “Maturity Date”) on which the Maker consummates a merger, capital stock
exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Initial
Business Combination”). No amount shall be due under this Note if such Initial Business Combination is not consummated on or
before the 24 month anniversary of the date of the completion of the Maker’s initial public offering (“IPO”).


 


2. Interest. This Note shall bear no interest.


 


3. Application of Payments. All payments
shall be applied first to payment in full of any costs incurred in the collection of any sum due under this Note, including (without limitation)
reasonable attorneys’ fees, then to the payment in full of any late charges and finally to the reduction of the unpaid principal balance
of this Note.


 


4. [RESERVED]


 


5. Events of Default. The following shall constitute Events
of Default:


 


(a) Failure to Make Required
Payments. Failure by the Maker to pay the principal of, or other payments on, this Note within five (5) business days following the
date when due.


 


6. Remedies.


 


(a) Upon the occurrence of
an Event of Default specified in Section 5(a), the Payee may, by written notice to the Maker, declare this Note to be due and payable,
whereupon the principal amount of this Note, and all other amounts payable under this Note, shall become immediately due and payable without
presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the
documents evidencing the same to the contrary notwithstanding.


 




    


     


    

 


7. Waivers. The Maker and all endorsers
and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest, and notice of protest
with regard to this Note, all errors, defects and imperfections in any proceedings instituted by the Payee under the terms of this Note,
and all benefits that might accrue to the Maker by virtue of any present or future laws exempting any property, real or personal, or any
part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing for any stay
of execution, exemption from civil process, or extension of time for payment; and the Maker agrees that any real estate that may be levied
upon pursuant to a judgment obtained by virtue hereof, on any writ of execution issued hereon, may be sold upon any such writ in whole
or in part in any order desired by the Payee.


 


8. Unconditional Liability. The Maker hereby
waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note, and
agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in any
manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by the Payee, and consents to any
and all extensions of time, renewals, waivers, or modifications that may be granted by the Payee with respect to the payment or other
provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice
to them or affecting their liability hereunder.


 


9. Notices. Any notice called for hereunder
shall be deemed properly given if (i) sent by certified mail, return receipt requested, (ii) personally delivered, (iii) dispatched by
any form of private or governmental express mail or delivery service providing receipted delivery, (iv) sent by facsimile or (v) sent
by e-mail, to the following addresses or to such other address as either party may designate by notice in accordance with this Section:


 


If to the Maker:


 


FTAC Hera Acquisition Corp.


2929 Arch Street, Suite 1703


Philadelphia, PA 19104-2870


Attention: Douglas Listman


Email: dlistman@cohenandcompany.com


 


If to the Payee:


 


FTAC Hera Sponsor, LLC


c/o FTAC Hera Acquisition Corp.


2929 Arch Street, Suite 1703


Philadelphia, PA 19104-2870


Attention: Daniel G. Cohen


Email: daniel@cohencircle.com


 


Notice shall be deemed given on the earlier of
(i) actual receipt by the receiving party, (ii) the date shown on a facsimile transmission confirmation, (iii) the date on which an e-mail
transmission was received by the receiving party’s on-line access provider, (iv) the date reflected on a signed delivery receipt, or (v)
two (2) business days following tender of delivery or dispatch by express mail or delivery service.


 






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10. Construction. THIS
NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS
THEREOF.


 


11. Severability. Any provision contained
in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability
in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.





 


12. Trust Waiver. Notwithstanding anything
herein to the contrary, the Payee hereby waives any and all right, title, interest or claim of any kind (“Claim“) in
or to any distribution of the trust account in which the proceeds of the Maker’s IPO and the proceeds of the sale of the securities
issued in a private placement consummated concurrently with the Maker’s IPO have been deposited, as described in greater detail
in the registration statement and prospectus filed with the Securities and Exchange Commission in connection with the IPO, and hereby
agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the trust account for any reason whatsoever.


 


13. Amendment; Waiver. Any
amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of the Maker and the Payee.


 


14. Assignment. No assignment or transfer
of this Note or any rights or obligations hereunder may be made by any party hereto (by operation of law or otherwise) without the prior
written consent of the other party hereto and any attempted assignment without the required consent shall be void.


 


[Signature Page Follows]


 




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IN WITNESS WHEREOF, the Maker,
intending to be legally bound hereby, has caused this Note to be duly executed the day and year first above written.


 


	 	FTAC HERA ACQUISITION CORP. 
	 	 	 
	 	By:	 /s/ Daniel G. Cohen            
	 	Name: 	 Daniel G. Cohen
	 	Title:	 President and Chief Executive Officer


 




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Schedule A


 


	Date	 	Payee	 	Principal Amount
	November 14, 2022	 	FTAC Hera Sponsor, LLC	 	$100,000
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 


 


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