Exhibit 10.5


 


UNIT SUBSCRIPTION AGREEMENT 


 


This UNIT SUBSCRIPTION
AGREEMENT (this “Agreement”) is made as of the 22nd day of February 2021, by and between FTAC Athena 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 Cantor Fitzgerald & Co., a New York general partnership (“Subscriber”),
having its principal place of business at 499 Park Avenue, New York, New York 10022.


 


WHEREAS, the Company
desires to sell on a private placement basis (the “Offering”) an aggregate of 660,000 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 $6,600,000, 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 commencement of sales in the IPO; and


 


WHEREAS, Subscriber
wishes to purchase 100,000 Units from the Company and the Company wishes to accept such subscription from 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 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, Subscriber hereby agrees to purchase
from the Company, and the Company hereby agrees to sell to Subscriber, on the Closing Date (as defined below), 100,000 Units for
an aggregate purchase price of $1,000,000 (the “Purchase Price”).


 


1.2 Delivery of
the Purchase Price.  Upon execution of this Agreement, the Company is hereby bound to fulfill its obligations hereunder
and Subscriber hereby commits to deliver 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”), 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, at Closing (as defined below).


 


1.3 Closing.
The closing of the Offering (the “Closing”), shall take place at the offices of Ledgewood, P.C. simultaneously
with, and is contingent upon, the closing of the IPO on or before June 30, 2021 (the “Closing Date”).


 


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



 


Subscriber represents
and warrants to the Company that:


 


2.1 No Government
Recommendation or Approval.  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.
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.  Subscriber
is purchasing the Securities solely for investment purposes, for such Subscriber’s own account (and/or for the account or
benefit of its members or affiliates, as permitted, pursuant to the terms hereof), and not with a view to the distribution thereof
and Subscriber has no present arrangement to sell the Securities to or through any person or entity except as may be permitted
hereunder.  Subscriber shall not engage in hedging transactions with regard to the Securities unless in compliance with
the Securities Act.


 


2.4 Restrictions
on Transfer.  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 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, Subscriber acknowledges and understands the Securities are subject to transfer restrictions as described in Section
8 hereof.  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 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, Subscriber
agrees it will not transfer the Securities (unless otherwise permitted pursuant to the terms hereof, as described in the Registration
Statement).  Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available
to 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)  
Subscriber is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Securities.


 


  (ii) 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) Subscriber
has waived its redemption rights with respect to the Securities as set forth in Section 5 hereof, and the Securities held by Subscriber
are not entitled to, and have no right, interest or claim to any monies held in the Trust Account, and accordingly Subscriber may
suffer a loss of a portion or all of its investment in the Securities. 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.  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. 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 Subscriber has requested. Subscriber confirms
that all documents that it has requested have been made available and that Subscriber has been supplied with all of the
additional information concerning this investment which Subscriber has requested.


 


2.7 Organization
and Authority.  Subscriber is duly organized, validly existing and in good standing under the laws of the State of
New York 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 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 Subscriber of the transactions contemplated hereby
do not violate, conflict with or constitute a default under (i) Subscriber's charter documents, (ii) any agreement or
instrument to which Subscriber is a party or (iii) any law, statute, rule or regulation to which Subscriber is subject, or any
agreement, order, judgment or decree to which Subscriber is subject, except as would not be material to Subscriber’s performance
of its obligations hereunder.


 


2.10 No Legal Advice
from Company.  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 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, 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.  Subscriber understands the Units are being offered and sold to 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 Subscriber set forth in this Agreement in order to determine the applicability of such provisions.


 


2.12 No General
Solicitation.  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.  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.


 






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		3.	Representations, Warranties and Covenants of the Company



 


The Company represents
and warrants to, and agrees with, 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 8,653,333 Class B ordinary shares (of which up to 1,100,000 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.


 


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, 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 (ii) transfer restrictions
under federal and state securities laws.


 


3.3 Organization
and Qualification. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of
the State of Delaware 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 Subscriber
in the name of 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.”


 


“THE SECURITIES
REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER PURSUANT TO A UNIT SUBSCRIPTION AGREEMENT BETWEEN FTAC
ATHENA ACQUISITION CORP. AND CANTOR FITZGERALD & CO. AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED
OF DURING THE TERM THEREOF PURSUANT TO THE TERMS SET FORTH IN THE UNIT SUBSCRIPTION AGREEMENT.”


 






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4.2 Subscriber’s
Compliance. Nothing in this Section 4 shall affect in any way 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.


 


4.4 Registration
Rights.  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, 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, 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 Subscriber purchases Common Shares in the IPO or in the aftermarket (“Public Shares”), Subscriber
shall be eligible to redeem any Public Shares upon the same terms offered to all other holders of Common Shares purchased in 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, 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. 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 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, 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, 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 to
the extent that such recession right results from actions of Subscriber that result in the IPO being deemed a general
solicitation with respect to the Units. Subscriber acknowledges and agrees this waiver is being made in order to induce the
Company to sell the Units to Subscriber. 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 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, provided that nothing herein shall preclude Subscriber from making any Claim or
seeking recourse against the funds held outside of the Trust Account or seeking payment of any deferred underwriting fee due and
payable pursuant to the underwriting agreement for the IPO.


 


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


 


7.4 Subscriber
agrees that, to the extent any waiver of rights under this Section 7 is ineffective as a matter of law, 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. Subscriber acknowledges the receipt and sufficiency of consideration received from the Company hereunder
in this regard.


 


		8.	Lock-Up Period



 


8.1. Subscriber agrees
that it shall not Transfer any Securities until 30 days following the consummation of the Business Combination (or earlier in the
event of the Company’s liquidation, merger, capital stock exchange, reorganization or other similar transaction which results
in all of the Company’s shareholders having the right to exchange their Common Shares for cash, securities or other property);
provided, however, that Transfers of Securities are permitted (a) to the Company’s, or the Company’s sponsor’s,
officers or directors, any affiliate or family member of any of the Company’s, or the Company’s sponsor’s, officers
or directors or any affiliate, officer or director of Subscriber or to any member(s) or partner(s) of Subscriber or any of its
affiliates; (b) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the
beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable
organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of such individual; (d)
in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection
with any forward purchase agreement or similar arrangement or in connection with the consummation of the Business Combination at
prices no greater than the price at which the shares or warrants were originally purchased; (f) in the event of the Company’s
liquidation prior to the completion of the Business Combination; or (g) by virtue of the laws of the state of incorporation or
formation of Subscriber or Subscriber’s limited liability company agreement upon dissolution of Subscriber; provided, however,
that in the case of clauses (a) through (e) or (g), these permitted transferees must enter into a written agreement with the Company
agreeing to be bound by the Transfer restrictions herein.


 


8.2. For purposes of
Section 8.1, the term “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 SEC promulgated thereunder
with respect to, any of the Securities, (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 of the Securities, 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).


 


8.3 In addition
to the restrictions on transfer described in Section 8.1, Subscriber acknowledges and agrees that the Units and their
component parts and the related registration rights will be deemed compensation by the Financial Industry Regulatory
Authority (“FINRA”) and will therefore, pursuant to FINRA Rule 5110(e)(1), be subject to lock-up for 180
days from the commencement of sales in the IPO. Additionally, the Units and their component parts and the related
registration rights may not be sold, transferred, assigned, pledged or hypothecated or be the subject of any hedging, short
sale, derivative, put or call transaction that would result in the economic disposition of the Securities by any person for a
period of 180 days immediately following the commencement of sales in the IPO, except to any FINRA member participating in
the IPO and the bona fide officers or partners, associated persons or affiliates f such participating FINRA member.


 






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		9.	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 Subscriber (or any of its permitted transferees), and will be exercisable on a “cashless” basis if held
by Subscriber or its permitted transferees and will expire on the fifth anniversary of the commencement of sales in the IPO 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.


 


		10.	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 without regard to conflicts. 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.


 


		11.	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 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. 


 


		12.	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.


 






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		13.	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.


 


		14.	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.


 


		15.	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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This subscription is accepted by the Company
on the date set forth above.


 


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


 


Accepted and agreed on the date set forth
above.


 


	 	SUBSCRIBER:
	 	 
	 	CANTOR FITZGERALD & CO.
	 	 
	 	By:	/s/ Sage Kelly
	 	 	Name:  	Sage Kelly
	 	 	Title:    	 


  


[FTAC Athena Placement Unit Subscription
Agreement - Cantor]