Exhibit 10.2 


 


INVESTMENT MANAGEMENT TRUST AGREEMENT


 


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”).


 


WHEREAS, the Company’s
registration statement on Form S-1, No. 333-252242 (the “Registration Statement”) and related prospectus
(the “Prospectus”) for the initial public offering of the Company’s units (the “Units”),
each of which consists 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 to purchase one Ordinary Share (such initial public offering hereinafter referred
to as the “Offering”), was declared effective by the U.S. Securities and Exchange Commission on February
22, 2021; and


 


WHEREAS, the Company
has entered into an Underwriting Agreement (the “Underwriting Agreement”) with Cantor Fitzgerald &
Co. (“Representative”) as representative of the several underwriters named therein (the “Underwriters”);
and


 


WHEREAS, as described
in the Registration Statement, $220,000,000 of the gross proceeds of the Offering and sale of the Private Placement Units (as defined
in the Underwriting Agreement) (or $253,000,000 if the Underwriters’ over-allotment option is exercised in full) will be
delivered to the Trustee to be deposited and held in a segregated trust account located in the United States (the “Trust
Account”) for the benefit of the Company and the holders of the Company’s Ordinary Shares included in the Units
issued in the Offering as hereinafter provided (the amount to be delivered to the Trustee (and any interest subsequently earned
thereon) is referred to herein as the “Property,” the shareholders for whose benefit the Trustee
shall hold the Property are referred herein to as the “Public Shareholders,” and the Public Shareholders
and the Company together are referred to herein as the “Beneficiaries”); and


 


WHEREAS, pursuant
to the Underwriting Agreement, $8,800,000, or up to $10,780,000 if the Underwriters’ over-allotment option is exercised in
full, of the Property is attributable to deferred underwriting discounts and commissions that may be payable by the Company to
the Representative upon the consummation of the Business Combination (as defined below) (the “Deferred Discount”);
and


 


WHEREAS, the Company
and the Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold
the Property.


 


NOW THEREFORE, IT
IS AGREED:


 


1. Agreements and
Covenants of Trustee. The Trustee hereby agrees and covenants to:


 


(a) Hold the Property
in trust for the Beneficiaries in accordance with the terms of this Agreement in the Trust Account established by the Trustee at
JPMorgan Chase Bank, N.A. (or at another U.S. chartered commercial bank with consolidated assets of $100 billion or more) and at
a brokerage institution selected by the Trustee that is reasonably satisfactory to the Company;


  


(b) Manage, supervise
and administer the Trust Account subject to the terms and conditions set forth herein;


 


(c) In a timely manner,
upon the written instruction of the Company, invest and reinvest the Property in United States government securities within the
meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a maturity of 185 days or less, or in money
market funds meeting the conditions of paragraphs (d)(2), (d)(3), (d)(4) and (d)(5) of Rule 2a-7 promulgated under the Investment
Company Act of 1940, as amended, which invest only in direct U.S. government treasury obligations, as determined by the Company;
it being understood that the Trust Account will earn no interest while account funds are uninvested awaiting the Company’s
instructions hereunder and the Trustee may earn bank credits or other consideration;


 






    


     


    

 


(d) Collect and receive,
when due, all interest or other income arising from the Property, which shall become part of the “Property,” as such
term is used herein;


 


(e) Promptly notify
the Company and the Representative of all communications received by the Trustee with respect to any Property requiring action
by the Company;


 


(f) Supply any necessary
information or documents as may be requested by the Company (or its authorized agents) in connection with the Company’s preparation
of the tax returns relating to assets held in the Trust Account;


 


(g) Participate in
any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by
the Company to do so;


 


(h) Render to the
Company monthly written statements of the activities of, and amounts in, the Trust Account reflecting all receipts and disbursements
of the Trust Account;


 


(i) Commence liquidation
of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter from the
Company (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit
A or Exhibit B, as applicable, signed on behalf of the Company by its Chief Executive Officer, President, Chief Financial
Officer or Chairman of the board of directors (the “Board”) or other authorized officer of the Company
(and in the case of Exhibit A, signed by the Representative), and complete the liquidation of the Trust Account and distribute
the Property in the Trust Account, including any amounts representing interest earned on the Trust Account, less interest previously
released to, or reserved for use by, the Company in an amount up to $100,000 to pay dissolution expenses (as applicable) and less
any other interest released to, or reserved for use by, the Company to pay taxes as provided
in this Agreement only as directed in the Termination Letter and the other documents referred to therein, or (y) upon the
date which is the later of (1) 24 months after the closing of the Offering and (2) such later date as may be approved by the Company’s
shareholders in accordance with the Company’s amended and restated memorandum and articles of association, if a Termination
Letter has not been received by the Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance
with the procedures set forth in the Termination Letter attached as Exhibit B and the Property in the Trust Account, including
any amounts representing interest earned on the Trust Account, less interest previously released to, or reserved for use by, the
Company in an amount up to $100,000 to pay dissolution expenses (as applicable) and less any other interest released to, or reserved
for use by, the Company to pay taxes, shall be distributed to the Public Shareholders of record as of such date. The Trustee agrees
to serve as the paying agent of record (“Paying Agent”) with respect to any distribution of Property
that is to be made to the Public Shareholders and, in its separate capacity as Paying Agent, agrees to distribute such Property
directly to the Company’s Public Shareholders in accordance with the terms of this Agreement and the Company’s amended
and restated memorandum and articles of association in effect at the time of such distribution;


 


(j) Upon written
request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit
C (a “Withdrawal Request”), withdraw from the Trust Account and distribute to the Company interest
in an amount up to $100,000 to pay dissolution expenses and any interest to cover any tax obligation owed by the Company as a result
of assets of the Company or any taxes of the Company which amount shall be delivered directly to the Company by electronic funds
transfer or other method of prompt payment. Any Withdrawal Request for a distribution to pay a tax shall be accompanied by a copy
of the tax bill from the Cayman Islands for the Company and a written statement from the principal financial officer of the Company
setting forth the actual amount payable. To the extent there is not sufficient cash in the Trust Account to fulfill a Withdrawal
Request, the Trustee shall liquidate such assets held in the Trust Account as shall be designated by the Company in writing to
make such distribution, so long as there is no reduction in the principal amount per share initially deposited in the Trust Account.
The Trustee acknowledges and agrees that no amount in excess of interest income earned on the Property shall be payable from the
Trust Account to the Company pursuant to this Section 1(j). A Withdrawal Request shall constitute presumptive evidence that
the Company is entitled to said funds, and the Trustee shall have no responsibility to look beyond said request; and


 


(k) Upon
written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto
as Exhibit D, the Trustee shall distribute on behalf of the Company the amount requested by the Company to be used to redeem
Ordinary Shares from Public Shareholders properly submitted in connection with a shareholder vote to approve an amendment to the
Company’s amended and restated memorandum and articles of association to modify the substance or timing of the ability of
Public Shareholders to seek redemption in connection with an initial Business Combination or the Company’s obligation to
redeem 100% of its public Ordinary Shares if the Company has not consummated an initial Business Combination within such time as
is described in Section 1(i) of this Agreement. The written request of the Company referenced above shall constitute presumptive
evidence that the Company is entitled to distribute said funds, and the Trustee shall have no responsibility to look beyond said
request; and


 






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(l) Not
make any withdrawals or distributions from the Trust Account other than pursuant to Section 1(i) through 1(k) above.


 


2. Agreements and
Covenants of the Company. The Company hereby agrees and covenants to:


 


(a) Give all instructions
to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board, President, Chief Executive Officer or
Chief Financial Officer. In addition, except with respect to its duties under Sections 1(i), 1(j) and 1(k) hereof,
the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction
which it, in good faith and with reasonable care, believes to be given by any one of the persons authorized above to give written
instructions, provided that the Company shall promptly confirm such instructions in writing;


 


(b) Subject to Section
4 hereof, hold the Trustee harmless and indemnify the Trustee from and against any and all expenses, including reasonable counsel
fees and disbursements, or losses suffered by the Trustee in connection with any action taken by it hereunder and in connection
with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand,
which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any interest
earned on the Property, except for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful misconduct.
Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant
to which the Trustee intends to seek indemnification under this Section 2(b), the Trustee shall notify the Company in writing
of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right
to conduct and manage the defense against such Indemnified Claim; provided that the Trustee shall obtain the consent of
the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee shall not agree
to settle any Indemnified Claim without the prior written consent of the Company, which such consent shall not be unreasonably
withheld. The Company may participate in such action with its own counsel;


 


(c) Pay the Trustee
the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee and transaction
processing fee, which fees shall be subject to modification by the parties from time to time. It is expressly understood that the
Property shall not be used to pay such fees unless and until the Business Combination is consummated. The Company shall pay the
Trustee the initial acceptance fee and the first annual administration fee at the consummation of the Offering. The Company shall
not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c) and as may be provided
in Section 2(b) hereof;


 


(d) In connection
with any vote of the Company’s shareholders regarding a merger, share exchange, asset acquisition, share purchase, reorganization
or similar business combination involving the Company and one or more businesses (a “Business Combination”),
provide to the Trustee an affidavit or certificate of the inspector of elections for the general meeting verifying the vote of
such shareholders regarding such Business Combination;


 


(e) Provide the Representative
with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee with respect to any proposed
withdrawal from the Trust Account promptly after it issues the same;


 


(f) Instruct the
Trustee to make only those distributions that are permitted under this Agreement, and refrain from instructing the Trustee to make
any distributions that are not permitted under this Agreement;


 


(g) Within four (4)
business days after the Underwriters exercise the over-allotment option (or any portion thereof) or such over-allotment expires,
provide the Trustee with a notice in writing of the total amount of the Deferred Discount due with respect to such exercise, which
shall be up to $10,780,000; and


 






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(h) Unless otherwise
agreed between the Company and the Representative, ensure that any Instruction Letter (as defined in Exhibit A) delivered
in connection with a Termination Letter in the form of Exhibit A expressly provides that the Deferred Discount is paid directly
to the account or accounts directed by the Representative on behalf of the Underwriters prior to any transfer of the funds held
in the Trust Account to the Company or any other person.


  


3. Limitations
of Liability. The Trustee shall have no responsibility or liability to:


 


(a) Imply obligations,
perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this Agreement and that
which is expressly set forth herein;


 


(b) Take any action
with respect to the Property, other than as directed in Section 1 hereof, and the Trustee shall have no liability to any
third party except for liability arising out of the Trustee’s gross negligence, fraud or willful misconduct;


 


(c) Institute any
proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any
kind with respect to, any of the Property unless and until it shall have received instructions from the Company given as provided
herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto;


 


(d) Refund any depreciation
in principal of any Property;


 


(e) Assume that the
authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise
in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee;


 


(f) The other parties
hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith
and in the Trustee’s best judgment, except for the Trustee’s gross negligence, fraud or willful misconduct. The Trustee
may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel
(including counsel chosen by the Trustee, which counsel may be the Company’s counsel), statement, instrument, report or other
paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth
and acceptability of any information therein contained) which the Trustee believes, in good faith and with reasonable care, to
be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand,
or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a written
instrument delivered to the Trustee, signed by the proper party or parties and, if the duties or rights of the Trustee are affected,
unless it shall give its prior written consent thereto;


 


(g) Verify the accuracy
of the information contained in the Registration Statement;


 


(h) Provide any assurance
that any Business Combination entered into by the Company or any other action taken by the Company is as contemplated by the Registration
Statement;


 


(i) File information
returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written statements
to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property;


  


(j) Prepare, execute
and file tax reports, income or other tax returns and pay any taxes with respect to any income generated by, and activities relating
to, the Trust Account, regardless of whether such tax is payable by the Trust Account or the Company, including, but not limited
to, tax obligations, except pursuant to Section 1(j) hereof; or


 


(k) Verify calculations,
qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), 1(j)
and 1(k) hereof.


 


4. Trust Account
Waiver. The Trustee has no right of set-off or any right, title, interest or claim of any kind (“Claim”)
to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account
that it may have now or in the future. In the event the Trustee has any Claim against the Company under this Agreement, including,
without limitation, under Section 2(b) or Section 2(c) hereof, the Trustee shall pursue such Claim solely against
the Company and its assets outside the Trust Account and not against the Property or any monies in the Trust Account.


 






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5. Termination.
This Agreement shall terminate as follows:


 


(a) If the Trustee
gives written notice to the Company that it desires to resign under this Agreement, the Company shall use its reasonable efforts
to locate a successor trustee, pending which the Trustee shall continue to act in accordance with this Agreement. At such time
that the Company notifies the Trustee that a successor trustee has been appointed and has agreed to become subject to the terms
of this Agreement, the Trustee shall transfer the management of the Trust Account to the successor trustee, including but not limited
to the transfer of copies of the reports and statements relating to the Trust Account, whereupon this Agreement shall terminate;
provided, however, that in the event that the Company does not locate a successor trustee within ninety (90) days
of receipt of the resignation notice from the Trustee, the Trustee may submit an application to have the Property deposited with
any court in the State of New York or with the United States District Court for the Southern District of New York and upon such
deposit, the Trustee shall be immune from any liability whatsoever; or


 


(b) At such time
that the Trustee has completed the liquidation of the Trust Account and its obligations in accordance with the provisions of Section
1(i) and distributed the Property in accordance with the provisions of the Termination Letter, this Agreement shall terminate
except as set forth in Section 2(b).


 


6. Miscellaneous.


 


(a) The Company and
the Trustee each acknowledge that the Trustee will follow the security procedures set forth below with respect to funds transferred
from the Trust Account. The Company and the Trustee will each restrict access to confidential information relating to such security
procedures to authorized persons. Each party must notify the other party immediately if it has reason to believe unauthorized persons
may have obtained access to such confidential information, or of any change in its authorized personnel. In executing funds transfers,
the Trustee shall rely upon all information supplied to it by the Company, including account names, account numbers, and all other
identifying information relating to a Beneficiary, Beneficiary’s bank or intermediary bank. Except for any liability arising
out of the Trustee’s gross negligence, fraud or willful misconduct, the Trustee shall not be liable for any loss, liability
or expense resulting from any error in the information or transmission of the funds.


 


(b) This Agreement
shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to
conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. This Agreement
may be executed in several original or facsimile counterparts, each one of which shall constitute an original, and together shall
constitute but one instrument.


 


(c) This Agreement
contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof. Except for Section
1(i), 1(j) and 1(k) hereof (which may not be modified, amended or deleted without the affirmative vote of sixty five percent
(65%) of the then outstanding Ordinary Shares and Class B ordinary shares, par value $0.0001 per share, of the Company voting together
as a single class; provided that no such amendment will affect any Public Shareholder who has elected to redeem his, her or its
Ordinary Shares in connection with a shareholder vote to amend this Agreement), this Agreement or any provision hereof may only
be changed, amended or modified (other than to correct a typographical error) by a writing signed by each of the parties hereto.


 


(d) The parties hereto
consent to the jurisdiction and venue of any state or federal court located in the City of New York, State of New York, for purposes
of resolving any disputes hereunder. AS TO ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN ANY WAY RELATING TO THIS AGREEMENT, EACH PARTY
WAIVES THE RIGHT TO TRIAL BY JURY.


 


(e) Any notice, consent
or request to be given in connection with any of the terms or provisions of this Agreement shall be in writing and shall be sent
by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery or by facsimile
transmission or electronic mail:


 



if to the Trustee,
to:


 


Continental Stock Transfer
& Trust Company


1 State Street, 30th
Floor


New York, New York
10004


Attn: Francis Wolf and Celeste Gonzalez


Email: fwolf@continentalstock.com


Email: cgonzalez@continentalstock.com


Fax No.: (212) 509-5150


 







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if to the Company,
to:


 


FTAC Athena Acquisition
Corp.


2929 Arch Street, Suite
1703


Philadelphia, PA 19104


Attn: Douglas Listman


 


in each case, with
copies to:


 


Ledgewood, PC


2001 Market Street,
Suite 3400


Philadelphia, Pennsylvania
19103


Attn: Mark Rosenstein


Email: mrosenstein@ledgewood.com


Fax No.: (215) 735-2513


 


if to the Representative,
to:


 


Cantor Fitzgerald &
Co.


499 Park Avenue


New York, New York
10022


Attn: General Counsel


 


and


 


Ellenoff Grossman &
Schole LLP


1345 Avenue of the
Americas


New York, NY 10105


Attn: Stuart Neuhauser,
Esq.


Email: sneuhauser@egsllp.com


 


(f) This Agreement may not be
assigned by the Trustee without the prior consent of the Company.


 


(g) Each of the Company
and the Trustee hereby represents that it has the full right and power and has been duly authorized to enter into this Agreement
and to perform its respective obligations as contemplated hereunder. The Trustee acknowledges and agrees that it shall not make
any claims or proceed against the Trust Account, including by way of set-off, and shall not be entitled to any funds in the Trust
Account under any circumstance.


 


(h) This Agreement
is the joint product of the Trustee and the Company and each provision hereof has been subject to the mutual consultation, negotiation
and agreement of such parties and shall not be construed for or against any party hereto.


 


(i) This Agreement
may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall
together constitute one and the same instrument. Delivery of a signed counterpart of this Agreement by facsimile or electronic
transmission shall constitute valid and sufficient delivery thereof.


 


(j) Each of the Company
and the Trustee hereby acknowledges and agrees that Cantor Fitzgerald & Co., on behalf of the Underwriters, is a third party
beneficiary of this Agreement.


 


(k) Except as specified
herein, no party to this Agreement may assign its rights or delegate its obligations hereunder to any other person or entity.


 


[Signature Page Follows]


 




    6


     


    


  


IN
WITNESS WHEREOF, the parties have duly executed this Investment Management Trust Agreement as of the date first written above.





 


	 	Continental Stock Transfer & Trust Company, as Trustee
	 	 
	 	By:	/s/
Francis Wolf
	 	 	Name:	 Francis Wolf
	 	 	Title: 	Vice President


 


	 	FTAC Athena Acquisition Corp.  
	 	 	 
	 	By:	/s/
Amanda Abrams
	 	 	Name: 	Amanda Abrams
	 	 	Title: 	President and
Chief Executive Officer


 


[Signature Page to the FTAC Athena Investment
Management Trust Agreement] 


 




    


     


    


 


SCHEDULE A


 


	Fee Item	 	Time and method of payment	 	Amount	 
	Initial acceptance fee	 	Initial closing of IPO by wire transfer	 	$	3,500.00	 
	Annual fee	 	First year, initial closing of IPO by wire transfer; thereafter on the anniversary of the effective date of the IPO by wire transfer or check	 	$	10,000.00	 
	Transaction processing fee for disbursements to Company under Section 1	 	Billed to Company following disbursement made to Company under Section 1	 	$	250.00	 
	Paying Agent services as required pursuant to Section 1	 	Billed to Company upon delivery of service pursuant to Section 1	 	 	Prevailing rates	 


 




    


     


    





 


EXHIBIT A


 


[Letterhead of Company] 


 


[Insert date] 


 


Continental Stock Transfer & Trust
Company


1 State Street, 30th Floor


New York, New York 10004


Attn: Francis Wolf and Celeste Gonzalez


 


	 	Re:	Trust Account  - Termination Letter


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section
1(i) of the Investment Management Trust Agreement between FTAC Athena Acquisition Corp. (“Company”)
and Continental Stock Transfer & Trust Company (“Trustee”), dated as of [---------] (“Trust
Agreement”), this is to advise you that the Company has entered into an agreement with (“Target Business”)
to consummate a business combination with Target Business (“Business Combination”) on or about [insert
date]. The Company shall notify you at least seventy-two (72) hours in advance of the actual date of the consummation of the
Business Combination (“Consummation Date”). Capitalized terms used but not defined herein shall have
the meanings set forth in the Trust Agreement.


 


In accordance with
the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account and to
transfer the proceeds into the trust operating account at JPMorgan Chase Bank, N.A. so that, on the Consummation Date, all of funds
held in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct on
the Consummation Date (including as directed to it by the Representative on behalf of the Underwriters (with respect to the Deferred
Discount)). It is acknowledged and agreed that while the funds are on deposit in the trust operating account at JPMorgan Chase
Bank, N.A. awaiting distribution, the Company will not earn any interest or dividends.


 


On the Consummation
Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated,
or will be consummated concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”)
and (ii) the Company shall deliver to you (a) a certificate by the Chief Executive Officer or President, which verifies that the
Business Combination has been approved by a vote of the Company’s shareholders, if a vote is held, and (b) a joint written
instruction signed by the Company and the Representative with respect to the transfer of the funds held in the Trust Account, including
payment of the Deferred Discount to the Representative from the Trust Account (the “Instruction Letter”).
You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification
and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in
the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the
same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the
Consummation Date to the Company. Upon the distribution of all the funds from the Trust Account, your obligations under the Trust
Agreement shall be terminated.


 






    


     


    

 


In the event that
the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you
on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions
from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on
the business day immediately following the Consummation Date as set forth in the notice as soon thereafter as possible.


 


	 	Very truly yours,
	 
	 	FTAC Athena Acquisition Corp.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


	AGREED TO AND
	ACKNOWLEDGED BY
	 
	Cantor Fitzgerald & Co. 	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 


  







    


     


    





 


EXHIBIT B


 


[Letterhead of Company] 


 


[Insert date] 


 


Continental Stock Transfer & Trust
Company


1 State Street, 30th Floor


New York, New York 10004


Attn: Francis Wolf and Celeste Gonzalez


 


	 	Re:	Trust Account -  Termination Letter


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section
1(i) of the Investment Management Trust Agreement between FTAC Athena Acquisition Corp. (“Company”)
and Continental Stock Transfer & Trust Company (“Trustee”), dated as of [----------] (“Trust
Agreement”), this is to advise you that the Company has been unable to effect a business combination with a Target
Business within the time frame specified in Section 1(i) of the Trust Agreement. Capitalized terms used but not defined herein
shall have the meanings set forth in the Trust Agreement.


 


In accordance with
the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account and to transfer the
total proceeds into the trust operating account at JPMorgan Chase Bank, N.A. to await distribution to the Public Shareholders.
The Company has selected [___], 202_, as the effective date for the purpose of determining when the Public Shareholders will be
entitled to receive their share of the liquidation proceeds. In your capacity as Paying Agent, we hereby direct you to distribute
said funds directly to the Company’s Public Shareholders in accordance with the terms of the Trust Agreement and the amended
and restated memorandum and articles of association of the Company as in effect at the time of such distribution. Upon the distribution
of all funds in the Trust Account, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise
provided in Section 1(j) of the Trust Agreement.


 


	 	Very truly yours,
	 
	 	FTAC Athena Acquisition Corp. 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


cc: Cantor Fitzgerald & Co.


 




    


     


    


 


EXHIBIT C


 


[Letterhead of Company] 


 


[Insert date] 


 


Continental Stock Transfer & Trust
Company


1 State Street, 30th Floor


New York, New York 10004


Attn: Francis Wolf and Celeste Gonzalez


 


	 	Re:	Trust Account  - Withdrawal Instruction




Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section
1(j) of the Investment Management Trust Agreement between FTAC Athena Acquisition Corp. (“Company”)
and Continental Stock Transfer & Trust Company (“Trustee”), dated as of [-----] (“Trust
Agreement”), the Company hereby requests that you deliver to the Company $____ of the interest income earned on the
Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


The Company needs
such funds [to pay for the tax obligations as set forth on the attached tax return or tax statement] [in connection with its dissolution
[upon the expiration of the 24 month period following completion of the Offering]]. In accordance with the terms of the Trust Agreement,
you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to
the Company’s operating account at:


 


[WIRE INSTRUCTION INFORMATION] 


 


	 	Very truly yours,
	 
	 	FTAC Athena Acquisition Corp.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


	cc:	Cantor Fitzgerald & Co.



 






     


    




    

 


EXHIBIT D







 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust
Company


1 State Street, 30th Floor


New York, New York 10004


Attn: Francis Wolf & Celeste Gonzalez


 


	 	Re:	Trust Account Shareholder Redemption Withdrawal Instruction


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(j) of the Investment
Management Trust Agreement between FTAC Athena Acquisition Corp. (“Company”) and Continental Stock Transfer
& Trust Company (“Trustee”), dated as of [--------] (“Trust Agreement”),
the Company hereby requests that you liquidate sufficient amounts from the trust account and deliver to the redeeming Public Shareholders
of the Company $____ of the principal and interest income earned on the Property as of the date hereof to a segregated account
held by you on behalf of the Beneficiaries. Capitalized terms used but not defined herein shall have the meanings set forth in
the Trust Agreement.


 


The Company needs such funds to pay its
Public Shareholders who have properly elected to have their Ordinary Shares redeemed by the Company in connection with a shareholder
vote to approve an amendment to the Company’s amended and restated memorandum and articles of association to modify the substance
or timing of the Company’s obligation to redeem 100% of its public Ordinary Shares if the Company has not consummated an
initial Business Combination within such time as is described in Section 1(i) of the Trust Agreement. As such, you are hereby directed
and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to a segregated account held
by you on behalf of the Beneficiaries.


 


	 	Very truly yours,
	 	 
	 	FTAC Athena Acquisition Corp.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	cc:Cantor Fitzgerald & Co.