Exhibit 10.4


 


UNIT
SUBSCRIPTION AGREEMENT 


 


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”).


 


WHEREAS,
the Company desires to sell on a private placement basis (the “Offering”) an aggregate of 1,920,000 units (“Units”)
of the Company, each Unit comprised of one Class A ordinary share of the Company, par value $0.0001 per share (“Common
Shares”), and one-fourth of one warrant to purchase one Common Share (“Warrant”), for an aggregate
purchase price of $19,200,000, or $10.00 per Unit. The Common Shares underlying the Warrants are hereinafter referred to as the
“Warrant Shares.”  The Common Shares underlying the Units (excluding the Warrant Shares) are hereinafter
referred to as the “Placement Shares.” The Warrants underlying the Units are hereinafter referred to as the
“Placement Warrants.”  The Units, Placement Shares, Placement Warrants and Warrant Shares, collectively,
are hereinafter referred to as the “Securities.”  Placement Warrants may be exercised only to the
extent that, when aggregated with other Placement Warrants being exercised, the exercise is for a whole share or whole shares;
no fractional shares shall be issuable. The exercise price for any Warrant Share shall be $11.50. Subject to the foregoing, the
Placement Warrants are exercisable during the period commencing on the later of (i) twelve (12) months from the date of the completion
of the Company’s initial public offering of units (the “IPO”) and (ii) 30 days following the consummation
of the Company’s initial business combination (the “Business Combination”), as such term is defined in
the registration statement filed in connection with the IPO, as amended at the time it becomes effective (the “Registration
Statement”), and expiring on the fifth anniversary of the consummation of the Business Combination; and


 


WHEREAS,
the Subscriber wishes to purchase 960,000 Units from the Company and the Company wishes to accept such subscription from the Subscriber.


 


NOW,
THEREFORE, in consideration of the premises and the mutual covenants hereinafter set forth and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Company and the Subscriber hereby agree as follows:


 


		1.	Agreement
                                         to Subscribe



 


1.1
Purchase and Issuance of the Units. Upon the terms and subject to the conditions of this Agreement, the Subscriber hereby
agrees to purchase from the Company, and the Company hereby agrees to sell to the Subscriber, on the Closing Date (as defined
below), 960,000 Units for a purchase price of $9,600,000 (the “Purchase Price”).


 


1.2
Delivery of the Purchase Price.  Upon execution of this Agreement, the Company is bound to fulfill its obligations
hereunder and the Subscriber hereby irrevocably commits to deliver either directly into a trust account (the “Trust Account”
) held at JP Morgan Chase Bank, N.A. or any other financial institution chosen by the Company, with Continental Stock Transfer &
Trust Company acting as trustee (“Continental”), or into an escrow account maintained by Ledgewood, PC (“Ledgewood”),
counsel for the Company, the Purchase Price in immediately available funds by wire transfer or such other form of payment as shall
be acceptable to the Trustee, in its sole and absolute discretion, one (1) business day prior to the effective date of the Registration
Statement.


 


1.3
Closing. The closing of the Offering (the “Closing”), shall take place at the offices of Ledgewood, simultaneously
with the closing of the IPO on or before June 30, 2021 (the “Closing Date”). On the Closing Date, if the Subscriber
has delivered the Purchase Price to Ledgewood as described in Section 1.2 above, Ledgewood shall wire the purchase price to Continental
for deposit in the Trust Account.


 


1.4
Termination.  This Agreement and each of the obligations of the undersigned shall be null and void and without effect
if the Closing does not occur prior to June 30, 2021.


 






     


     


    

 


		2.	Representations
                                         and Warranties of Subscriber



 


The
Subscriber represents and warrants to the Company that:


 


2.1
No Government Recommendation or Approval.  The Subscriber understands that no federal or state agency has passed
upon or made any recommendation or endorsement of the Company or the Offering of the Securities.


 


2.2
Accredited Investor. The Subscriber represents that it is an “accredited investor” as such term is defined in
Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), and acknowledges
that the sale contemplated hereby is being made in reliance, among other things, on a private placement exemption to “accredited
investors” under the Securities Act and similar exemptions under state law.


 


2.3
Intent.  The Subscriber is purchasing the Securities solely for investment purposes, for the Subscriber’s
own account (and/or for the account or benefit of its members or affiliates, as permitted, pursuant to the terms of an agreement
(the “Letter Agreement”) to be entered into with respect to the Securities between, among others, the Subscriber and
the Company, as described in the Registration Statement), and not with a view to the distribution thereof and the Subscriber has
no present arrangement to sell the Securities to or through any person or entity except as may be permitted under the Letter Agreement.  The
Subscriber shall not engage in hedging transactions with regard to the Securities unless in compliance with the Securities Act.


 


2.4
Restrictions on Transfer.  The Subscriber acknowledges and understands the Units are being offered in a transaction
not involving a public offering in the United States within the meaning of the Securities Act.  The Securities have
not been registered under the Securities Act and, if in the future the Subscriber decides to offer, resell, pledge or otherwise
transfer the Securities, such Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant to an
effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under Rule
144 promulgated under the Securities Act, if available, or (C) pursuant to any other available exemption from the registration
requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other
jurisdiction. Notwithstanding the foregoing, the Subscriber acknowledges and understands the Securities are subject to transfer
restrictions as described in Section 8 hereof.  The Subscriber agrees that, if any transfer of its Securities or any
interest therein is proposed to be made, as a condition precedent to any such transfer the Subscriber may be required to deliver
to the Company an opinion of counsel satisfactory to the Company with respect to such transfer. Absent registration or another
available exemption from registration, the Subscriber agrees it will not transfer the Securities (unless otherwise permitted pursuant
to the Letter Agreement, as described in the Registration Statement).  The Subscriber further acknowledges that because
the Company is a shell company, Rule 144 may not be available to the Subscriber for the resale of the Securities until the one
year anniversary following consummation of the Business Combination, despite technical compliance with the requirements of Rule
144 and the release or waiver of any contractual transfer restrictions.


 


2.5
Sophisticated Investor.


 


  (i)  
The Subscriber’s managers and members are individually accredited investors and are sophisticated in financial matters and
able to evaluate the risks and benefits of the investment in the Securities.


 


 
(ii) The Subscriber is aware that an investment in the Securities is highly speculative and subject to substantial risks because,
among other things, (a) the Securities are subject to transfer restrictions and have not been registered under the Securities
Act and therefore cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration
is available and (b) the Subscriber has waived its redemption rights with respect to the Securities as set forth in Section 5
hereof, and the Securities held by the Subscriber are not entitled to, and have no right, interest or claim to any monies held
in the Trust Account, and accordingly the Subscriber may suffer a loss of a portion or all of its investment in the Securities.
The Subscriber is able to bear the economic risk of its investment in the Securities for an indefinite period of time.


 






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2.6
Independent Investigation.  The Subscriber, in making the decision to purchase the Units, has relied upon an independent
investigation of the Company and has not relied upon any information or representations made by any third parties or upon any
oral or written representations or assurances from the Company, its officers, directors or employees or any other representatives
or agents of the Company, other than as set forth in this Agreement. The Subscriber is familiar with the business, operations
and financial condition of the Company and has had an opportunity to ask questions of, and receive answers from the Company’s
officers and directors concerning the Company and the terms and conditions of the Offering and has had full access to such other
information concerning the Company as the Subscriber has requested. The Subscriber confirms that all documents that it has requested
have been made available and that the Subscriber has been supplied with all of the additional information concerning this investment
which the Subscriber has requested.


 


2.7
Organization and Authority.  The Subscriber is duly organized, validly existing and in good standing under the laws
of the State of Delaware and it possesses all requisite power and authority necessary to carry out the transactions contemplated
by this Agreement.


 


2.8
Authority. This Agreement has been validly authorized, executed and delivered by the Subscriber and is a valid and binding
agreement enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency,
fraudulent conveyance, moratorium, reorganization, or similar laws relating to, or affecting generally the enforcement of, creditors’
rights and remedies or by equitable principles of general application and except as enforcement of rights to indemnity and contribution
may be limited by federal and state securities laws or principles of public policy.


 


2.9
No Conflicts. The execution, delivery and performance of this Agreement and the consummation by the Subscriber of the transactions
contemplated hereby do not violate, conflict with or constitute a default under (i) the Subscriber's charter documents, (ii) any
agreement or instrument to which the Subscriber is a party or (iii) any law, statute, rule or regulation to which the Subscriber
is subject, or any agreement, order, judgment or decree to which the Subscriber is subject.


 


2.10
No Legal Advice from Company.  The Subscriber acknowledges it has had the opportunity to review this Agreement and
the transactions contemplated by this Agreement and the other agreements entered into between the parties hereto with the Subscriber’s
own legal counsel and investment and tax advisors.  Except for any statements or representations of the Company made
in this Agreement and the other agreements entered into between the parties hereto, the Subscriber is relying solely on such review,
counsel and advisors and not on any statements or representations of the Company or any of its representatives or agents for legal,
tax or investment advice with respect to this investment, the transactions contemplated by this Agreement or the securities laws
of any jurisdiction.


 


2.11
Reliance on Representations and Warranties.  The Subscriber understands the Units are being offered and sold to
the Subscriber in reliance on exemptions from the registration requirements under the Securities Act, and analogous provisions
in the laws and regulations of various states, and that the Company is relying upon the truth and accuracy of the representations,
warranties, agreements, acknowledgments and understandings of the Subscriber set forth in this Agreement in order to determine
the applicability of such provisions.


 


2.12
No General Solicitation.  The Subscriber is not subscribing for the Units as a result of or subsequent to any general
solicitation or general advertising, including but not limited to any advertisement, article, notice or other communication published
in any newspaper, magazine, or similar media or broadcast over television or radio, or presented at any seminar or meeting or
in a registration statement with respect to the IPO filed with the Securities and Exchange Commission (“SEC”).


 


2.13
Legend.  The Subscriber acknowledges and agrees the certificates evidencing each of the Securities shall bear a
restrictive legend (the “Legend”), in form and substance substantially as set forth in Section 4 hereof.


 


		3.	Representations,
                                         Warranties and Covenants of the Company



 


The
Company represents and warrants to, and agrees with, the Subscriber that:


 


3.1
Valid Issuance of Capital Stock. The total number of shares of all classes of ordinary and preferred shares which the Company
has authority to issue is 550,000,000 ordinary shares and 5,000,000 preference shares (“Preferred Shares”).
As of the date hereof, the Company has issued and outstanding 23,480,000 Class B ordinary shares (of which up to 3,000,000 shares
are subject to forfeiture) and no Preferred Shares. All of the issued ordinary shares of the Company have been duly authorized,
validly issued, and are fully paid and non-assessable.


 






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3.2
Title to Securities.  Upon issuance in accordance with, and payment pursuant to, the terms hereof and that certain
Warrant Agreement to be entered into between the Company and Continental, as warrant agent (the “Warrant Agreement”),
as the case may be, each of the Units, Placement Shares, Placement Warrants and the Warrant Shares will be duly and validly issued,
fully paid and non-assessable. On the date of issuance of the Units, the Warrant Shares shall have been reserved for issuance.
Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, as the case may be, the
Subscriber will have or receive good title to the Units, Placement Shares and Placement Warrants, free and clear of all liens,
claims and encumbrances of any kind resulting from actions of, or any failure to act by, the Company, other than (i) transfer
restrictions hereunder and pursuant to the Letter Agreement and (ii) transfer restrictions under federal and state securities
laws.


 


3.3
Organization and Qualification. The Company is duly incorporated and validly existing as an exempted company in good standing
under the laws of the Cayman Islands and has the requisite corporate power to own its properties and assets and to carry on its
business as now being conducted.


 


3.4
Authorization; Enforcement. (i) The Company has the requisite corporate power and authority to enter into and perform
its obligations under this Agreement and to issue the Securities in accordance with the terms hereof, (ii) the execution,
delivery and performance of this Agreement by the Company and the consummation by it of the transactions contemplated hereby have
been duly authorized by all necessary corporate action, and no further consent or authorization of the Company or its Board of
Directors or shareholders is required, and (iii) this Agreement constitutes a valid and binding obligation of the Company
enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy,
insolvency, fraudulent conveyance, moratorium, reorganization, or similar laws relating to, or affecting generally the enforcement
of, creditors’ rights and remedies or by equitable principles of general application and except as enforcement of rights
to indemnity and contribution may be limited by federal and state securities laws or principles of public policy.


 


3.5
No Conflicts. The execution, delivery and performance of this Agreement and the consummation by the Company of the transactions
contemplated hereby do not (i) result in a violation of the Company’s amended and restated memorandum and articles
of association, (ii) conflict with, or constitute a default under any agreement or instrument to which the Company is a party
or by which it is bound or (iii) violate any law statute, rule or regulation to which the Company is subject or any agreement,
order, judgment or decree to which the Company is subject. Other than any SEC or state securities filings which may be required
to be made by the Company subsequent to the Closing, and any registration statement which may be filed pursuant thereto, the Company
is not required under federal, state or local law, rule or regulation to obtain any consent, authorization or order of, or make
any filing or registration with, any court or governmental agency or self-regulatory entity in order for it to perform any of
its obligations under this Agreement or issue the Units, Placement Shares, Placement Warrants or the Warrant Shares in accordance
with the terms hereof.


 


		4.	Legends
                                         



 


4.1
Legend. The Company will issue the Units, Placement Shares and Placement Warrants, and, when issued, the Warrant Shares, purchased
by the Subscriber in the name of the Subscriber. The Securities will bear the following Legend and appropriate “stop transfer”
instructions:


 


“THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR ANY STATE SECURITIES LAWS AND NEITHER THESE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED
OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION
FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS CORPORATION, IS AVAILABLE.”


 






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“THE
SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER PURSUANT TO A LETTER AGREEMENT AMONG FTAC HERA
ACQUISITION CORP. AND THE OTHER PARTIES THERETO AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF DURING
THE TERM THEREOF PURSUANT TO THE TERMS SET FORTH IN THE LETTER AGREEMENT.”


 


4.2
Subscriber’s Compliance. Nothing in this Section 4 shall affect in any way the Subscriber’s obligations and
agreements to comply with all applicable securities laws upon resale of the Securities.


 


4.3
Company’s Refusal to Register Transfer of the Securities.  The Company shall refuse to register any transfer
of the Securities if, in the sole judgment of the Company, such purported transfer would not be made (i) pursuant to an effective
registration statement filed under the Securities Act, or (ii) pursuant to an available exemption from the registration requirements
of the Securities Act and applicable state securities laws and (iii) in compliance herewith and with the Letter Agreement.


 


4.4
Registration Rights.  The Subscriber will be entitled to certain registration rights which will be governed by a
registration rights agreement (“Registration Rights Agreement”) to be entered into between, among others, the
Subscriber and the Company, on or prior to the effective date of the Registration Statement. 


 


		5.	Waiver
                                         of Liquidation Distributions.



 


In
connection with the Securities purchased pursuant to this Agreement, the Subscriber hereby waives any and all redemption rights
(i) in connection with the Company’s consummation of the Business Combination, (ii) upon the Company’s failure to
consummate the Business Combination within 24 months from the completion of the IPO or the liquidation of the Company prior to
the expiration of such 24 month period or (iii) if the Company seeks an amendment to its amended and restated memorandum and articles
of association that would affect the substance or timing of the Company’s obligation to redeem 100% of the Public Shares
(as defined below).  In the event the Subscriber purchases Common Shares in the IPO or in the aftermarket (“Public
Shares”), the Subscriber hereby waives any and all right, title, interest or claim of any kind in or to any distributions
with respect to any Public Shares in connection with the exercise of redemption rights in connection with the Company’s
consummation of the Business Combination. For the avoidance of doubt, the Subscriber shall be eligible to redeem any Public Shares
upon the same terms offered to all other holders of Common Shares in the IPO in the event the Company fails to consummate the
Business Combination, or liquidates, within 24 months from the completion of the IPO.


 


		6.	Termination
                                         of Placement Warrants.



 


6.1
Failure to Consummate Business Combination. The Placement Warrants shall be terminated upon the dissolution of the Company
or in the event that the Company does not consummate the Business Combination within 24 months from the completion of the IPO.


 


6.2
Termination of Rights as Holder. If the Placement Warrants are terminated in accordance with Section 6.1, then after
such time, the Subscriber (or its successor in interest) shall no longer have any rights as a holder of such Placement Warrants
and the Company shall take such action as is appropriate to cancel such Placement Warrants. The Subscriber hereby irrevocably
grants the Company a limited power of attorney for the purpose of effectuating the foregoing and agrees to take any and all measures
reasonably requested by the Company necessary to effect the foregoing.


 


		7.	Rescission
                                         Right Waiver and Indemnification.



 


7.1
The Subscriber understands and acknowledges an exemption from the registration requirements of the Securities Act requires
there be no general solicitation of purchasers of the Units. In this regard, if the IPO were deemed to be a general solicitation
with respect to the Units, the offer and sale of such Units may not be exempt from registration and, if not, the Subscriber may
have a right to rescind its purchase of the Units. In order to facilitate the completion of the Offering and in order to protect
the Company, its shareholders and the amounts in the Trust Account from claims that may adversely affect the Company or the interests
of its shareholders, the Subscriber hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right
to sue or rights in law or arbitration, as the case may be, to seek rescission of its purchase of the Units. The Subscriber acknowledges
and agrees this waiver is being made in order to induce the Company to sell the Units to the Subscriber. The Subscriber agrees
the foregoing waiver of rescission rights shall apply to any and all known or unknown actions, causes of action, suits, claims
or proceedings (collectively, “Claims”) and related losses, costs, penalties, fees, liabilities and damages,
whether compensatory, consequential or exemplary, and expenses in connection therewith, including reasonable attorneys’
and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending
against any Claims, whether pending or threatened, in connection with any present or future actual or asserted right to rescind
the purchase of the Units hereunder or relating to the purchase of the Units and the transactions contemplated hereby.


 






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7.2
The Subscriber agrees not to seek recourse against the Trust Account for any reason whatsoever in connection with its purchase
of the Units or any Claim that may arise now or in the future.


 


7.3
The Subscriber acknowledges and agrees that the shareholders of the Company are and shall be third-party beneficiaries of
this Section 7. 


 


7.4
The Subscriber agrees that, to the extent any waiver of rights under this Section 7 is ineffective as a matter of law, the
Subscriber has offered such waiver for the benefit of the Company as an equitable right that shall survive any statutory disqualification
or bar that applies to a legal right. The Subscriber acknowledges the receipt and sufficiency of consideration received from the
Company hereunder in this regard.


 


		8.	Terms
                                         of the Units and Placement Warrants



 


The
Units and their component parts are substantially identical to the units to be offered in the IPO except that: (i) the Units and
their component parts will be subject to transfer restrictions, except in limited circumstances, until 30 days following the consummation
of the Business Combination, (ii) the Placement Warrants will be non-redeemable, except in limited circumstances, so long as they
are held by the Subscriber (or any of its permitted transferees), and will be exercisable on a “cashless” basis
if held by the Subscriber or its permitted transferees and (iii) the Units and their component parts are being purchased pursuant
to an exemption from the registration requirements of the Securities Act and will become freely tradable only after they are registered
or an exemption from registration is available, and the restrictions described above in clause (i) have expired.


 


		9.	Governing
                                         Law; Jurisdiction; Waiver of Jury Trial



 


This
Agreement shall be governed by and construed in accordance with the laws of the State of New York for agreements made and to be
wholly performed within such state. The parties hereto hereby waive any right to a jury trial in connection with any litigation
pursuant to this Agreement and the transactions contemplated hereby.


 


		10.	Assignment;
                                         Entire Agreement; Amendment



 


10.1
Assignment. Neither this Agreement nor any rights hereunder may be assigned by any party to any other person other than by
the Subscriber to a person agreeing to be bound by the terms hereof, including the waiver contained in Section 7 hereof.


 


10.2
Entire Agreement. This Agreement sets forth the entire agreement and understanding between the parties as to the subject matter
hereof and merges and supersedes all prior discussions, agreements and understandings of any and every nature among them.


 


10.3
Amendment. Except as expressly provided in this Agreement, neither this Agreement nor any term hereof may be amended, waived,
discharged or terminated other than by a written instrument signed by the party against whom enforcement of any such amendment,
waiver, discharge or termination is sought.


 


10.4
Binding upon Successors. This Agreement shall be binding upon and inure to the benefit of the parties hereto and to their
respective heirs, legal representatives, successors and permitted assigns. 


 






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		11.	Notices



 


11.1
Notices. Unless otherwise provided herein, any notice or other communication to a party hereunder shall be sufficiently given
if in writing and personally delivered or sent by facsimile or other electronic transmission with copy sent in another manner
herein provided or sent by courier (which for all purposes of this Agreement shall include Federal Express or other recognized
overnight courier) or mailed to said party by certified mail, return receipt requested, at its address provided for herein or
such other address as either may designate for itself in such notice to the other.  Communications shall be deemed to
have been received when delivered personally, on the scheduled arrival date when sent by next day or 2nd-day courier service,
or if sent by facsimile upon receipt of confirmation of transmittal or, if sent by mail, then three days after deposit in the
mail. If given by electronic transmission, such notice shall be deemed to be delivered (a) if by electronic mail, when directed
to an electronic mail address at which the recipient has consented to receive notice; (b) if by a posting on an electronic
network together with separate notice to the recipient of such specific posting, upon the later of (1) such posting and (2) the
giving of such separate notice; and (c) if by any other form of electronic transmission, when directed to the recipient.


 


		12.	Counterparts



 


This
Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement
and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood
that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission
or by e-mail delivery of a “pdf” format data file, such signature shall create a valid and binding obligation of the
party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf”
signature page were an original thereof.


 


		13.	Survival;
                                         Severability



 


13.1
Survival. The representations, warranties, covenants and agreements of the parties hereto shall survive the Closing.


 


13.2
Severability. In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction
to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision; provided
that no such severability shall be effective if it materially changes the economic benefit of this Agreement to any party.


 


		14.	Headings.



 


The
titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting
this Agreement.


 


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Accepted
and agreed on the date set forth above.


 


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


 


Accepted
and agreed on the date set forth above.


 


	 	SUBSCRIBER:

         

        FTAC
        HERA SPONSOR, LLC

         

        By:Hera
        Sponsor Interests, LLC, its Manager

	 	 	 
	 	By:	/s/
Daniel G. Cohen
	 	 	Name: 
    Daniel G. Cohen
	 	 	Title:
       Chief Executive Officer


 


[FTAC
Hera Placement Unit Subscription Agreement]


 


8