Exhibit 10.6


 


FTAC ATHENA ACQUISITION CORP.


2929 Arch Street, Suite 1703


Philadelphia, PA 19104


 


February 22, 2021


 


FTAC Athena Sponsor, LLC


2929 Arch Street, Suite 1703


Philadelphia, PA 19104


 


		Re:	Administrative Services Agreement



 


Gentlemen:


 


This letter agreement by and between FTAC
Athena Acquisition Corp., a Cayman Islands exempted company (the “Company”) and FTAC Athena Sponsor, LLC (“Sponsor”),
dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed
on the Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus
filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier
of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described
in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):


 


(i)       Sponsor
or one of its affiliates shall make available to the Company, at 2929 Arch Street, Philadelphia, PA (or any successor location
of Sponsor or its affiliates), certain office space, utilities, and shared personnel support services as may be reasonably requested
by the Company. In exchange therefor, the Company shall pay Sponsor the sum of $25,000 per month on the Listing Date and continuing
monthly thereafter until the Termination Date; and


 


(ii)       Sponsor
hereby irrevocably waives any and all right, title, interest, causes of action and claims of any kind (each, a “Claim”)
in or to, and any and all right to seek payment of any amounts due to it out of, the trust account established for the benefit
of the public shareholders of the Company and into which substantially all of the proceeds of the Company’s initial public
offering will be deposited (the “Trust Account”), and hereby irrevocably waives any Claim it may have in the future
as a result of, or arising out of, this letter agreement, which Claim would reduce, encumber or otherwise adversely affect the
Trust Account or any monies or other assets in the Trust Account, and further agrees not to seek recourse, reimbursement, payment
or satisfaction of any Claim against the Trust Account or any monies or other assets in the Trust Account for any reason whatsoever.


 


This letter agreement may not be amended,
modified or waived as to any particular provision, except by a written instrument executed by the parties hereto.


 


No party hereto may assign either this letter
agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other party. Any
purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer or assign any
interest or title to the purported assignee.


 


This letter agreement, the entire relationship
of the parties hereto, and any litigation between the parties (whether grounded in contract, tort, statute, law or equity) shall
be governed by, construed in accordance with, and interpreted pursuant to the laws of the Commonwealth of Pennsylvania, without
giving effect to its choice of laws principles.


 


[Signature pages follows]




 






     


     


    

 


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


 


[Signature Page to Administrative Services
Agreement]


 




     


     


    

 


AGREED TO AND ACCEPTED BY:


 


FTAC ATHENA SPONSOR, LLC


 


	By:	/s/ Betsy Z. Cohen	 
	 	Name: 	Betsy Z. Cohen	 
	 	Title:	Manager	 


 


[Signature Page to Administrative Services
Agreement]