Exhibit 10.1


 


February 22, 2021


 


FTAC Athena Acquisition Corp.


2929 Arch Street, Suite 1703


Philadelphia, PA 19104-2870


 


		Re:	Initial	Public Offering



 


Ladies and Gentlemen:


 


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. 333-252242) and prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange
Commission (the “Commission”) and the Company shall apply to have the Units listed on the Nasdaq Capital
Market. Certain capitalized terms used herein are defined in Section 11 hereof.


 


In order to induce the Company and the
Underwriters to enter into the Underwriting Agreement and to proceed with the Public Offering and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, FTAC Athena Advisors, LLC (“FTAC Advisors”),
FTAC Athena Sponsor, LLC (“FTAC Athena” and together with FTAC Advisors, the “Sponsor”)
and the undersigned individuals, each of whom is a member of the Company’s board of directors and/or management team, hereby
agree with the Company as follows:


 


1. The
Sponsor and each Insider agrees that (A) if the Company seeks shareholder approval of a proposed Business Combination, then in
connection with such proposed Business Combination, it, he or she shall (i) vote any Shares owned by it, him or her in favor
of any proposed Business Combination and (ii) not redeem any Shares owned by it, him or her in connection with such shareholder
approval, (B) if the Company engages in a tender offer in connection with any proposed Business Combination, it, he or she shall
not sell any Shares to the Company in connection therewith and (C) if the Company seeks shareholder approval of any proposed amendment
to the Charter prior to the consummation of a Business Combination, it, he or she shall not redeem any Shares owned by it, him
or her in connection with such shareholder approval.


 


2. (a)
The Sponsor and each Insider hereby agrees that in the event that the Company fails to consummate a Business Combination within
the time period set forth in the Charter, the Sponsor and each Insider shall take all reasonable steps to cause the Company to
(i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than
10 business days thereafter, subject to lawfully available funds therefor, redeem 100% of the Ordinary Shares sold as part of the
Units in the Public Offering (the “Offering Shares”), at a per-share price, payable in cash,
equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account
and not previously released to the Company to pay any taxes (less up to $100,000 of interest to pay dissolution expenses), divided
by the number of then outstanding Offering Shares, which redemption will completely extinguish all Public Shareholders’ rights
as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as
promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders
and the Company’s board of directors, dissolve and liquidate, subject in the case of clauses (ii) and (iii) above to the
Company’s obligations under Cayman Islands law to provide for claims of creditors and other requirements of applicable law.
The Sponsor and each Insider agrees to not propose any amendment to the Charter (i) that would affect the substance or timing of
the Company’s obligation to redeem 100% of the Offering Shares if the Company does not complete a Business Combination within
the time period described in the Prospectus or (ii) with respect to any other provision relating to shareholders’ rights
or pre-Business Combination activity, unless the Company provides its public shareholders with the opportunity to redeem their
Ordinary Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount
then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released
to the Company to pay any taxes, divided by the number of then outstanding Offering Shares.


 






    


    




    

 


(b)  Each
Insider who is a member of the Company’s board of directors hereby agrees that in the event of such Insider’s resignation
or removal from the Company’s board of directors prior to the Company’s consummation of the initial Business Combination,
the Insider shall Transfer any Founder Shares that they hold to FTAC Athena or FTAC Advisors, as directed by the Company. The Sponsor
that would otherwise receive such Founder Shares has the sole and absolute discretion to waive this requirement.


 


The Sponsor and each Insider acknowledges
that it, he or she has no right, title, interest or claim of any kind in or to any monies held in the Trust Account or any other
asset of the Company as a result of any liquidation of the Company with respect to the Founder Shares or Placement Shares held
by it, him or her. The Sponsor and each Insider hereby further waives any claim such Sponsor or Insider may have in the future
as a result of, or arising out of, any contracts or agreements with the Company and will not seek recourse against the Trust Fund
for any reason whatsoever except in each case with respect to the Sponsor’s or the Insider’s right to a pro rata interest
in the proceeds held in the Trust Fund for any Offering Shares such Sponsor or Insider may hold.


 


3. During
the period commencing on the effective date of the Underwriting Agreement and ending 180 days after such date, the Sponsor and
each Insider shall not, without the prior written consent of Cantor Fitzgerald, (i) sell, offer to sell, contract or agree
to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly,
or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16
of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder,
with respect to any Units, Ordinary Shares, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable
for, Ordinary Shares owned by it, him or her, (ii) enter into any swap or other arrangement that transfers to another, in
whole or in part, any of the economic consequences of ownership of any Units, Ordinary Shares, Founder Shares, Warrants or any
securities convertible into, or exercisable, or exchangeable for, Ordinary Shares owned by it, him or her, whether any such transaction
is to be settled by delivery of such securities, in cash or otherwise, or (iii) publicly announce any intention to effect
any transaction specified in clause (i) or (ii). Each of the Insiders and the Sponsor acknowledges and agrees that, prior
to the effective date of any release or waiver of the restrictions set forth in this Section 3, the Company shall announce the
impending release or waiver by press release through a major news service at least two business days before the effective date
of the release or waiver. Any release or waiver granted shall only be effective two business days after the publication date of
such press release. The provisions of this Section will not apply if the release or waiver is effected solely to permit a transfer
not for consideration and the transferee has agreed in writing to be bound by the same terms described in this Letter Agreement
to the extent and for the duration that such terms remain in effect at the time of the transfer.


 


4. In
the event of the liquidation of the Trust Account, FTAC Athena (which for purposes of clarification shall not extend to any other
shareholders, members or managers of FTAC Athena) agrees to indemnify and hold harmless the Company against any and all loss, liability,
claim, damage and expense whatsoever (including, but not limited to, any and all legal or other expenses reasonably incurred in
investigating, preparing or defending against any litigation, whether pending or threatened, or any claim whatsoever) to which
the Company may become subject as a result of any claim by (i) any third party for services rendered or products sold to the
Company or (ii) a prospective target business with which the Company has entered into a letter of intent, confidentiality
or other similar agreement or a Business Combination agreement (a “Target”); provided, however,
that such indemnification of the Company by FTAC Athena shall apply only to the extent necessary to ensure that such claims by
a third party for services rendered or products sold to the Company or a Target do not reduce the amount of funds in the Trust
Account to below (i) $10.00 per share of the Offering Shares or (ii) such lesser amount per share of the Offering Shares
held in the Trust Account due to reductions in the value of the trust assets as of the date of the liquidation of the Trust Account,
in each case, net of the amount of interest earned on the property in the Trust Account which may be withdrawn to pay taxes, except
as to any claims by a third party (including a Target) who executed a waiver of any and all rights to seek access to the Trust
Account and except as to any claims under the Company’s indemnity of the Underwriters against certain liabilities, including
liabilities under the Securities Act of 1933, as amended. In the event that any such executed waiver is deemed to be unenforceable
against such third party, FTAC Athena shall not be responsible to the extent of any liability for such third party claims. FTAC
Athena shall have the right to defend against any such claim with counsel of its choice reasonably satisfactory to the Company.


 






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5. To
the extent that the Underwriters do not exercise their over-allotment option to purchase up to an additional 3,300,000 Units within
45 days from the date of the Prospectus (and as further described in the Prospectus), the Sponsor agrees to surrender, at no cost,
a number of Founder Shares in the aggregate equal to 1,100,000 multiplied by a fraction, (i) the numerator of which is 3,300,000
minus the number of Units purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator
of which is 3,300,000.


 


6. The
Sponsor and each Insider hereby agrees and acknowledges that: (i) the Underwriters and the Company would be irreparably injured
in the event of a breach by such Sponsor or an Insider of its, his or her obligations under Sections 1, 2, 3, 4, 5, 7(a), 7(b),
and 9, as applicable, of this Letter Agreement, (ii) monetary damages may not be an adequate remedy for such breach and (iii) the non-breaching party
shall be entitled to seek injunctive relief, in addition to any other remedy that such party may have in law or in equity, in the
event of such breach.


 


7. (a) Subject
to Section 7(c), the Sponsor and each Insider agrees that it, he or she shall not Transfer any Founder Shares (or Ordinary Shares
issuable upon conversion thereof) (w) with respect to 25% of such shares, until consummation of the Company’s initial Business
Combination, (x) with respect to 25% of such shares, when the closing price of the Ordinary Shares exceeds $12.00 for any 20 trading
days within a 30-trading day period following the consummation of its initial Business Combination, (y) with respect to 25% of
such shares, when the closing price of the Ordinary Shares exceeds $13.50 for any 20 trading days within a 30-trading day period
following the consummation of its initial Business Combination and (z) with respect to 25% of such shares, when the closing price
of the Ordinary Shares exceeds $17.00 for any 20 trading days within a 30-trading day period following the consummation of its
initial Business Combination, or earlier, in any case, if, following the initial Business Combination, the Company completes a
liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Company’s shareholders
having the right to exchange their Ordinary Shares for cash, securities or other property (the “Founder Shares Lock-up Period”).
For the avoidance of doubt, the satisfaction of any of the conditions of clauses (x), (y) and (z) shall permit the termination
of the transfer prohibition with respect to all Founder Shares included within that pricing level or any lower pricing level.


 


(b) Subject to Section 7(c), the
Sponsor and each Insider agrees that it, he or she shall not Transfer any Placement Units, Placement Shares, Placement Warrants
(or Ordinary Shares issued or issuable upon the conversion or exercise of Placement Warrants), until 30 days after the completion
of a Business Combination (the “Placement Unit Lock-up Period”, together with the Founder Shares Lock-up Period,
the “Lock-up Periods”).


 


(c) Notwithstanding the provisions
set forth in Sections 7(a) and (b), Transfers of the Founder Shares, Placement Units, Placement Shares, Placement Warrants
and Ordinary Shares issued or issuable upon the exercise or conversion of Placement Warrants or the Founder Shares and that are
held by the Sponsor, any Insider or any of their permitted transferees (that have complied with this Section 7(c)), are permitted
(1) (a) to the Company’s officers and directors, the Initial Holders, and other Insiders or Cantor Fitzgerald, or Cantor
Fitzgerald’s officers, directors, or direct or indirect equityholders, (b) to an affiliate or immediate family member
of any of the Company’s officers, directors, Initial Holders, other Insiders and Cantor Fitzgerald, (c) to any member,
officer or director of the Sponsor, or any immediate family member, partner, affiliate or employee of a member of the Sponsor,
(d) by gift to any permitted transferee under any of the immediately preceding subsections (a) through (c), a trust,
the beneficiaries of which are one or more permitted transferees under any of the immediately preceding subsections (a) through
(c), or a charitable organization, (e) by virtue of laws of descent and distribution upon death of any of the Company’s
officers, directors, Initial Holders, members of the Sponsor, or any officers, directors, or direct or indirect equityholders of
Cantor Fitzgerald, (f) pursuant to a qualified domestic relations order, (g) in the event of the Company’s liquidation
prior to consummation of the initial Business Combination, (h) by virtue of the laws of the Cayman Islands or the Sponsors’
limited liability company agreements upon dissolution of either Sponsor, or the organizational documents of Cantor Fitzgerald upon
dissolution of Cantor Fitzgerald, (i) subsequent to the initial Business Combination, upon and in connection with a liquidation,
merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to
exchange their Ordinary Shares for cash, securities or other property, (j) subsequent to the initial Business Combination,
in the event of a consolidation merger, share exchange or similar transaction in which the Company is the surviving entity that
results in a change in the majority of its board of directors or management team and (k) through private sales or transfers
made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of the initial
Business Combination at prices no greater than the price at which the Founder Shares, Placement Shares or warrants were originally
purchased; provided, however, that in the case of clauses (a) through (f), (h) and (k) these permitted transferees
must enter into a written agreement agreeing to be bound by these transfer restrictions, and (2) in connection with an initial
Business Combination with the consent of the Company to any third party that agrees in writing to be bound by the provisions of
this Letter Agreement applicable to Insiders (other than paragraph 1). For the avoidance of doubt, for the purposes of this Letter
Agreement, a managed account managed by the same investment manager of any member of the Sponsor shall be deemed an affiliate of
such member.


 






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(d) Subject to the limitations described
herein, each Insider shall retain all of such Insider’s rights as a security holder during, as applicable, the Lock-Up Periods
including, without limitation, the right to vote, as the case may be, the Founder Shares and/or Placement Shares.


 


8. The
Sponsor and each Insider represents and warrants that it, he or she has never been suspended or expelled from membership in any
securities or commodities exchange or association or had a securities or commodities license or registration denied, suspended
or revoked. Each Insider’s biographical information furnished to the Company (including any such information included in
the Prospectus) is true and accurate in all respects and does not omit any material information with respect to the Insider’s
background. Each Insider’s questionnaire furnished to the Company is true and accurate in all respects. Each Insider represents
and warrants that: it, he or she is not subject to or a respondent in any legal action for, any injunction, cease-and-desist order
or order or stipulation to desist or refrain from any act or practice relating to the offering of securities in any jurisdiction;
it or he has never been convicted of, or pleaded guilty to, any crime (i) involving fraud, (ii) relating to any financial
transaction or handling of funds of another person, or (iii) pertaining to any dealings in any securities and it or he is
not currently a defendant in any such criminal proceeding.


 


9. Except
as disclosed in the Prospectus, neither the Sponsor nor any Insider nor any affiliate of the Sponsor or any Insider, nor any director
or officer of the Company, shall receive from the Company any finder’s fee, reimbursement or cash payments prior to, or in
connection with any services rendered in order to effectuate the consummation of the Company’s initial Business Combination
(regardless of the type of transaction that it is), other than the amounts described in the Prospectus under the heading “Summary
– The Offering – Limited Payments to Insiders.”


 


10. The
Sponsor and each Insider has full right and power, without violating any agreement to which it is bound (including, without limitation,
any non-competition or non-solicitation agreement with any employer or former employer), to enter into this
Letter Agreement and, as applicable, to serve as an officer and/or director on the board of directors of the Company and hereby
consents to being named in the Prospectus as an officer and/or director of the Company.


 


11. As
used herein, (i) “Business Combination” shall mean a merger, share exchange, asset acquisition,
stock purchase, reorganization or similar business combination, involving the Company and one or more businesses; (ii) “Shares”
shall mean, collectively, the Ordinary Shares and the Founder Shares; (iii) “Founder Shares” shall
mean (a) the 8,653,333 Class B ordinary shares of the Company, par value $0.0001 per share, initially issued to the Sponsor
(up to 1,100,000 Shares of which are subject to complete or partial surrender by the Sponsor if the over-allotment option is not
exercised by the Underwriters) for an aggregate purchase price of $25,000, or approximately $0.003 per share, prior to the consummation
of the Public Offering; (iv) “Initial Holders” shall mean the Sponsor and any Insider that holds
Founder Shares; (v) “Insiders” shall mean the Sponsor, any holders of Founder Shares, any person
who receives Placement Units, Founder Shares or their respective underlying securities as a Permitted Transferee and each officer
and director of the Company; (vi) “Placement Shares” shall mean the Ordinary Shares sold as part of the
Placement Units; (vii) “Placement Warrants” shall mean the Warrants to purchase up to an aggregate of
165,000 Ordinary Shares that are included in the Placement Units; (viii) “Placement Units” shall mean
the aggregate of 660,000 Units of the Company (each Placement Unit consists of one-fourth of a Placement Warrant and one Placement
Share) sold in the Private Placement to the Sponsor and Cantor Fitzgerald for an aggregate purchase price of $6,600,000; (ix) “Private
Placement” shall mean that certain private placement transaction occurring simultaneously with the closing of the
Public Offering pursuant to which the Company has agreed to sell an aggregate of 660,000 Placement Units to the Sponsor and Cantor
Fitzgerald; (x) “Public Shareholders” shall mean the holders of securities issued in the Public
Offering; (xi) “Trust Account” shall mean the trust fund into which a portion of the net proceeds
of the Public Offering shall be deposited; (xii) “Transfer” shall mean the (a) sale of, offer
to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement
to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to
or decrease of a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended,
and the rules and regulations of the Commission promulgated thereunder with respect to, any security, (b) entry into
any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of
any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public
announcement of any intention to effect any transaction specified in clause (a) or (b); and (xiii) “Charter”
shall mean the Company’s memorandum and articles of association, as the same may be amended from time to time.


 






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12. This
Letter Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof
and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the
extent they relate in any way to the subject matter hereof or the transactions contemplated hereby. This Letter Agreement may not
be changed, amended, modified or waived (other than to correct a typographical error) as to any particular provision, except by
a written instrument executed by all parties hereto.


 


13. No
party hereto may assign either this Letter Agreement or any of its rights, interests, or obligations hereunder without the prior
written consent of the other party. Any purported assignment in violation of this Section shall be void and ineffectual and shall
not operate to transfer or assign any interest or title to the purported assignee. This Letter Agreement shall be binding on the
Sponsor and each Insider and their respective successors, heirs and assigns and permitted transferees.


 


14. Nothing
in this Letter Agreement shall be construed to confer upon, or give to, any person or corporation other than the parties hereto
any right, remedy or claim under or by reason of this Letter Agreement or of any covenant, condition, stipulation, promise or agreement
hereof. All covenants, conditions, stipulations, promises and agreements contained in this Letter Agreement shall be for the sole
and exclusive benefit of the parties hereto and their successors, heirs, personal representatives and assigns and permitted transferees.


  


15. This
Letter Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all
purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.


 


16. This
Letter Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect
the validity or enforceability of this Letter Agreement or of any other term or provision hereof. Furthermore, in lieu of any such
invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Letter Agreement
a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.


 


17. This
Letter 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.
The parties hereto (i) all agree that any action, proceeding, claim or dispute arising out of, or relating in any way to,
this Letter Agreement shall be brought and enforced in the courts of New York City, in the State of New York, and irrevocably submit
to such jurisdiction and venue, which jurisdiction and venue shall be exclusive and (ii) waive any objection to such exclusive
jurisdiction and venue or that such courts represent an inconvenient forum.


 


18. Any
notice, consent or request to be given in connection with any of the terms or provisions of this Letter 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 facsimile transmission.


 


19. This
Letter Agreement shall terminate on the earlier of (i) the expiration of the Lock-up Periods or (ii) the liquidation
of the Company; provided, however, that this Letter Agreement shall earlier terminate in the event that the Public Offering is
not consummated and closed by June 30, 2021; provided further that Section 4 of this Letter Agreement shall survive such liquidation.


 


[Signature Page Follows]


 









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



 


	 	FTAC ATHENA SPONSOR, LLC
	 	 	 
	 	By:	/s/ Amanda Abrams
	 	Name:	Amanda Abrams
	 	Title:	Manager



 


	 	FTAC ATHENA ADVISORS, LLC
	 	 	 
	 	By:	/s/
Amanda Abrams
	 	Name:	Amanda Abrams
	 	Title:	Manager



 


	 	 	/s/ Betsy Z. Cohen
	 	Name:	Betsy Z. Cohen



 


	 	 	/s/ Amanda Abrams
	 	Name:	Amanda Abrams



 


	 	 	/s/ Douglas Listman
	 	Name:	Douglas Listman
	 	 	 
	 	 	/s/ Daniela A. Mielke
	 	Name:	Daniela A. Mielke
	 	 	 
	 	 	/s/ Mei-Mei Tuan
	 	Name:	Mei-Mei Tuan
	 	 	 
	 	 	/s/ Jewelle W. Bickford
	 	Name:	Jewelle W. Bickford
	 	 	 
	 	 	/s/ Leah A. Popowich
	 	Name:	Leah A. Popowich



 





 [Signature Page to Letter Agreement]