Exhibit
4.1


 


WARRANT
AGREEMENT


 


between


FTAC
ATHENA ACQUISITION CORP.


and


CONTINENTAL
STOCK TRANSFER & TRUST COMPANY


 


Dated
February 22, 2021


 


THIS
WARRANT AGREEMENT (this “Agreement”), dated as of February 22, 2021, is by and between FTAC Athena Acquisition
Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer &
Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”,
also referred to herein as the “Transfer Agent”).


 


WHEREAS,
the Company has entered into those certain Placement Unit Subscription Agreements, dated February 22, 2021, with each of FTAC
Athena Sponsor, LLC, a Delaware limited liability company (together with FTAC Athena Advisors, LLC, the “Sponsor”)
and Cantor Fitzgerald & Co., a New York general partnership (“Cantor”), pursuant to which the Sponsor
and Cantor will purchase an aggregate of 660,000 Units (as defined below) for an aggregate purchase price of $6,600,000 (“Placement
Units”), each Unit consisting of one Class A ordinary share (as defined below) (“Placement Shares”)
and one-fourth of one warrant to purchase one Placement Share (the “Placement Warrants”) of the Company,
and, in connection therewith, has determined to issue and deliver up to 165,000 Placement Warrants bearing the legend set forth
in Exhibit B hereto, to be sold simultaneously with the closing of the Offering (as defined below).  Each Placement
Warrant entitles the holder thereof to purchase one Placement Share at a price of $11.50 per share, subject to adjustment as described
herein; and


 


WHEREAS,
in order to finance the Company’s transaction costs in connection with an intended initial merger, share exchange, asset
acquisition, share purchase, reorganization or similar business combination, involving the Company and one or more businesses
(a “Business Combination”), the Sponsor, members of the Company’s management team or any of their
respective affiliates or third parties may, but are not obligated to, loan the Company funds as the Company may require, of which
up to $1,500,000 of such loans may be convertible into Units at a price of $10.00 per Unit, each Unit consisting of one Class
A ordinary share and one-fourth of one warrant to purchase one Class A ordinary share (the “Loan Warrants”);
and


 


WHEREAS,
the Company is engaged in an initial public offering (the “Offering”) of units of the Company’s
equity securities, each such unit comprised of one Class A ordinary share and one-fourth of one Public Warrant (as defined
below) (the “Public Units”, and together with the Placement Units, the “Units”)
and, in connection therewith, has determined to issue and deliver up to 6,325,000 redeemable warrants (including up to 825,000
redeemable warrants subject to the Over-allotment Option) to public investors in the Offering (the “Public Warrants”
and, together with the Placement Warrants and the Loan Warrants, the “Warrants”).  Each whole Warrant
entitles the holder thereof to purchase one Class A ordinary share of the Company, par value $0.0001 per share (“Class A
ordinary shares”), for $11.50 per share, subject to adjustment as described herein.  Only whole Warrants are
exercisable.  A holder of the Public Warrants will not be able to exercise any fraction of a Warrant; and


 


WHEREAS,
the Company has filed with the Securities and Exchange Commission (the “Commission”) a registration
statement on Form S-1, No. 333-252242 (the “Registration Statement”) and prospectus (the “Prospectus”),
for the registration, under the Securities Act of 1933, as amended (the “Securities Act”), of the Units,
the Public Warrants and the Class A ordinary shares included in the Units; and


 


WHEREAS,
the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection
with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants; and


 






     


     


    

 


WHEREAS,
the Company desires to provide for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised,
and the respective rights, limitation of rights, and immunities of the Company, the Warrant Agent and the holders of the Warrants;
and


 


WHEREAS,
all acts and things have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company
and countersigned by or on behalf of the Warrant Agent (if a physical certificate is issued), as provided herein, the valid, binding
and legal obligations of the Company, and to authorize the execution and delivery of this Agreement.


 


NOW,
THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:


 


1. 
Appointment of Warrant Agent.  The Company hereby appoints the Warrant Agent to act as agent for the Company for the
Warrants, and the Warrant Agent hereby accepts such appointment and agrees to perform the same in accordance with the terms and
conditions set forth in this Agreement.


 


2. 
Warrants.


 


2.1 
Form of Warrant.  Each Warrant shall initially be issued in registered form only.


 


2.2 
Effect of Countersignature.  If a physical certificate is issued, unless and until countersigned by the Warrant Agent
pursuant to this Agreement, a certificated Warrant shall be invalid and of no effect and may not be exercised by the holder thereof.


 


2.3 
Registration.


 


2.3.1 
Warrant Register.  The Warrant Agent shall maintain books (the “Warrant Register”), for
the registration of original issuance and the registration of transfer of the Warrants.  Upon the initial issuance of the
Warrants in book-entry form, the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof
in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the Company.  Ownership
of beneficial interests in the Public Warrants shall be shown on, and the transfer of such ownership shall be effected through,
records maintained by institutions that have accounts with The Depository Trust Company (the “Depositary”)
(such institution, with respect to a Warrant in its account, a “Participant”).


 


If
the Depositary subsequently ceases to make its book-entry settlement system available for the Public Warrants, the Company may
instruct the Warrant Agent regarding making other arrangements for book-entry settlement.  In the event that the Public Warrants
are not eligible for, or it is no longer necessary to have the Public Warrants available in, book-entry form, the Warrant Agent
shall provide written instructions to the Depositary to deliver to the Warrant Agent for cancellation each book-entry Public Warrant,
and the Company shall instruct the Warrant Agent to deliver to the Depositary definitive certificates in physical form evidencing
such Warrants (“Definitive Warrant Certificates”) which shall be in the form annexed hereto as Exhibit A.


 


Physical
certificates, if issued, shall be signed by, or bear the facsimile signature of, the President, Chief Financial Officer, or other
principal officer of the Company.  In the event the person whose facsimile signature has been placed upon any Warrant shall
have ceased to serve in the capacity in which such person signed the Warrant before such Warrant is issued, it may be issued with
the same effect as if he or she had not ceased to be such at the date of issuance.


 


2.3.2 
Registered Holder.  Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant
Agent may deem and treat the person in whose name such Warrant is registered in the Warrant Register (the “Registered
Holder”) as the absolute owner of such Warrant and of each Warrant represented thereby (notwithstanding any notation
of ownership or other writing on any physical certificate made by anyone other than the Company or the Warrant Agent), for the
purpose of any exercise thereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by
any notice to the contrary.


 






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2.4 
Detachability of Warrants.  The Class A ordinary shares and Public Warrants comprising the Units shall begin
separate trading on the 52nd day following the date of the Prospectus or, if such 52nd day is not on a day, other than a Saturday,
Sunday or federal holiday, on which banks in New York City are generally open for normal business (a “Business Day”),
then on the immediately succeeding Business Day following such date, or earlier (the “Detachment Date”)
with the consent of Cantor Fitzgerald & Co., acting as representative of the several underwriters, but in no event shall the
Class A ordinary shares and the Public Warrants comprising the Units be separately traded until (A) the Company has
filed a Current Report on Form 8-K with the Commission containing an audited balance sheet reflecting the receipt by the
Company of the gross proceeds of the Offering, including the proceeds then received by the Company from the exercise by the underwriters
of their right to purchase additional Units in the Offering (the “Over-allotment Option”), if the Over-allotment
Option is exercised prior to the filing of the Form 8-K, and (B) the Company issues a press release announcing when
such separate trading shall begin.


 


2.5 
Fractional Warrants.  The Company shall not issue fractional Warrants other than as part of the Units, each of which
is comprised of one Class A ordinary share and one-fourth of one whole Public Warrant.  If, upon the detachment of Public
Warrants from the Units or otherwise, a holder of Warrants would be entitled to receive a fractional Warrant, the Company shall
round down to the nearest whole number the number of Warrants to be issued to such holder.


 


2.6 
Placement Warrants; Loan Warrants.


 


2.6.1 
The Placement Warrants and the Loan Warrants shall be identical to the Public Warrants, except that so long as they are held by
the Sponsor, Cantor or any of their Permitted Transferees (as defined below) the Placement Warrants and the Loan Warrants: 
(i) may be exercised for cash or on a “cashless basis,” pursuant to subsection 3.3.1(c) hereof, (ii) including
the Class A ordinary shares issuable upon exercise of the Placement Warrants and the Loan Warrants, may not be transferred,
assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall
not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company
pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment
in compliance with Section 4 hereof); provided, however, that in the case of clause (ii), the Placement Warrants
and the Loan Warrants and any Class A ordinary shares held by the Sponsor, Cantor or any of their Permitted Transferees that
are issued upon exercise of the Placement Warrants and the Loan Warrants may be transferred by the holders thereof:


 


(a) 
to the Company’s officers or directors, Cantor or Cantor’s officers, directors or direct or indirect equityholders,
any affiliates or family members of any of the Company’s officers, directors and Cantor, any members or partners of the
Sponsor, Cantor or their affiliates, any affiliates of the Sponsor, Cantor or any employees of such affiliates;


 


(b) 
in the case of an individual, by gift to a member of the individual’s immediate family, or to a trust, the beneficiary of
which is a member of one of the individual’s immediate family, or an affiliate of such person, or to a charitable organization;


 


(c) 
in the case of an individual, by virtue of laws of descent and distribution upon death of the 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 the completion of the Company’s Business Combination at prices no
greater than the price at which the securities, were originally purchased;


 


(f) 
by virtue of the laws of the Cayman Islands, pursuant to the Sponsor’s organizational documents upon liquidation or dissolution
of our Sponsor, or pursuant to the organizational documents of Cantor upon liquidation or dissolution of Cantor;


 


(g) 
to the Company for no value for cancellation in connection with the completion of its initial Business Combination;


 






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(h) 
in the event of the Company’s liquidation prior to the Company’s completion of its initial Business Combination; or


 


(i) 
in the event of the Company’s completion of a liquidation, merger, share exchange or other similar transaction which results
in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities
or other property subsequent to the completion of the Company’s initial Business Combination; provided, however,
that in each case (except for clauses (g), (h) or (i) or with the prior written consent of the Company) prior to such
registration for transfer, the Warrant Agent shall be presented with written documentation pursuant to which each permitted transferee
(the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound
by these transfer restrictions.


 


3. 
Terms and Exercise of Warrants.


 


3.1 
Warrant Price.  Each whole Warrant shall entitle the Registered Holder thereof, subject to the provisions of such
Warrant and of this Agreement, to purchase from the Company the number of Class A ordinary shares stated therein, at the
price of $11.50 per share, subject to the adjustments provided in Section 4 hereof and in the last sentence of this
Section 3.1.  The term “Warrant Price” as used in this Agreement shall mean the price
per share (including in cash or by payment of Warrants pursuant to a “cashless exercise,” to the extent permitted
hereunder) described in the prior sentence at which Class A ordinary shares may be purchased at the time a Warrant is exercised. 
The Company in its sole discretion may lower the Warrant Price at any time prior to the Expiration Date (as defined below) for
a period of not less than twenty (20) Business Days, provided that the Company shall provide at least twenty (20) days
prior written notice of such reduction to Registered Holders of the Warrants and, provided further that any such reduction
shall be identical among all of the Warrants.


 


3.2 
Duration of Warrants.  A Warrant may be exercised only during the period (the “Exercise Period”)
(A) commencing on the later of:  (i) the date that is thirty (30) days after the first date on which the Company
completes a Business Combination, and (ii) the date that is twelve (12) months from the date of the closing of the Offering,
and (B) terminating at the earliest to occur of (x) 5:00 p.m., New York City time on the date that is five (5) years
after the date on which the Company completes its initial Business Combination, (y) the liquidation of the Company in accordance
with the Company’s amended and restated memorandum and articles of association, as amended from time to time, if the Company
fails to complete a Business Combination, and (z) other than with respect to the Placement Warrants and the Loan Warrants
then held by the Sponsor, Cantor or their Permitted Transferees with respect to a redemption pursuant to Section 6.1
hereof or, if the Reference Value equals or exceeds $18.00 per share (subject to adjustment in compliance with Section 4
hereof), Section 6.2 hereof, 5:00 p.m., New York City time on the Redemption Date (as defined below) as provided in
Section 6.3 hereof (the “Expiration Date”); provided, however, that the exercise
of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.2 below,
with respect to an effective registration statement or a valid exemption therefrom being available.  Except with respect
to the right to receive the Redemption Price (as defined below) (other than with respect to a Placement Warrant or a Loan Warrant
then held by the Sponsor, Cantor or their Permitted Transferees in connection with a redemption pursuant to Section 6.1
hereof or, if the Reference Value equals or exceeds $18.00 per share (subject to adjustment in compliance with Section 4
hereof), Section 6.2 hereof) in the event of a redemption (as set forth in Section 6 hereof), each Warrant
(other than a Placement Warrant or Loan Warrant then held by the Sponsor, Cantor or their Permitted Transferees in the event of
a redemption pursuant to Section 6.1 hereof or, if the Reference Value equals or exceeds $18.00 per share (subject
to adjustment in compliance with Section 4 hereof), Section 6.2 hereof) not exercised on or before the Expiration
Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m. New
York City time on the Expiration Date.  The Company in its sole discretion may extend the duration of the Warrants by delaying
the Expiration Date; provided that the Company shall provide at least twenty (20) days prior written notice of any such
extension to Registered Holders of the Warrants and, provided further that any such extension shall be identical in duration among
all the Warrants. However, the period during which the Placement Warrants held by Cantor are exercisable may not be extended (pursuant
to the prior sentence or otherwise) beyond the date that is five years from the effective date of the Registration Statement. 


 






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3.3 
Exercise of Warrants.


 


3.3.1 
Payment.  Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered
Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate
evidencing the Warrants to be exercised, or, in the case of a Warrant represented by a book-entry, the Warrants to be exercised
(the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent
at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an
election to purchase (“Election to Purchase”) any Class A ordinary shares pursuant to the exercise
of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or,
in the case of a Book-Entry Warrant, properly delivered by the Participant in accordance with the Depositary’s procedures,
and (iii) the payment in full of the Warrant Price for each Class A ordinary share as to which the Warrant is exercised
and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Class A
ordinary shares and the issuance of such Class A ordinary shares, as follows:


 


(a) 
in lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant Agent;


 


(b) 
[Reserved];


 


(c) 
with respect to any Placement Warrant or Loan Warrant, so long as such Placement Warrant or Loan Warrant is held by the Sponsor,
Cantor or a Permitted Transferee, by surrendering the Warrants for that number of Class A ordinary shares equal to (i) if
in connection with a redemption of Placement Warrants or Loan Warrants pursuant to Section 6.2 hereof, as provided
in Section 6.2 hereof with respect to a Make-Whole Exercise and (ii) in all other scenarios the quotient obtained
by dividing (x) the product of the number of Class A ordinary shares underlying the Warrants, multiplied by the excess
of the “Sponsor Exercise Fair Market Value” (as defined in this subsection 3.3.1(c)) less the Warrant Price
by (y) the Sponsor Exercise Fair Market Value.  Solely for purposes of this subsection 3.3.1(c), the “Sponsor
Exercise Fair Market Value” shall mean the average last reported sale price of the Class A ordinary shares for the
ten (10) trading days ending on the third (3rd) trading day prior to the date on which notice of exercise of the Warrant
is sent to the Warrant Agent;


 


(d) 
on a cashless basis, as provided in Section 6.2 hereof with respect to a Make-Whole Exercise; or


 


(e) 
on a cashless basis, as provided in Section 7.4 hereof.


 


3.3.2 
Issuance of Class A ordinary shares on Exercise.  As soon as practicable after the exercise of any Warrant and
the clearance of the funds in payment of the Warrant Price (if payment is pursuant to subsection 3.3.1(a)), the Company
shall issue to the Registered Holder of such Warrant a book-entry position or certificate, as applicable, for the number of Class A
ordinary shares to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it on the
register of members of the Company, and if such Warrant shall not have been exercised in full, a new book-entry position or countersigned
Warrant, as applicable, for the number of shares as to which such Warrant shall not have been exercised.  Notwithstanding
the foregoing, the Company shall not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Warrant
and shall have no obligation to settle such Warrant exercise unless a registration statement under the Securities Act with respect
to the Class A ordinary shares underlying the Public Warrants is then effective and a prospectus relating thereto is current,
subject to the Company’s satisfying its obligations under Section 7.4 or a valid exemption from registration
is available.  No Warrant shall be exercisable and the Company shall not be obligated to issue Class A ordinary shares
upon exercise of a Warrant unless the Class A ordinary shares issuable upon such Warrant exercise have been registered, qualified
or deemed to be exempt from registration or qualification under the securities laws of the state of residence of the Registered
Holder of the Warrants.  Subject to Section 4.6 of this Agreement, a Registered Holder of Warrants may exercise
its Warrants only for a whole number of Class A ordinary shares.  The Company may require holders of Public Warrants
to settle the Warrant on a “cashless basis” pursuant to Section 7.4.  If, by reason of any exercise
of Warrants on a “cashless basis”, the holder of any Warrant would be entitled, upon the exercise of such Warrant,
to receive a fractional interest in a Class A ordinary share, the Company shall round down to the nearest whole number, the
number of Class A ordinary shares to be issued to such holder.


 






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3.3.3 
Valid Issuance.  All Class A ordinary shares issued upon the proper exercise of a Warrant in conformity with
this Agreement and the amended and restated memorandum and articles of association of the Company, shall be validly issued as
fully paid and nonassessable.


 


3.3.4 
Date of Issuance.  Each person in whose name any book-entry position or certificate, as applicable, for Class A
ordinary shares is issued and who is registered in the register of members of the Company shall for all purposes be deemed to
have become the holder of record of such Class A ordinary shares on the date on which the Warrant, or book-entry position
representing such Warrant, was surrendered and payment of the Warrant Price was made, irrespective of the date of delivery of
such certificate in the case of a certificated Warrant, except that, if the date of such surrender and payment is a date when
the register of members of the Company or book-entry system of the Warrant Agent are closed, such person shall be deemed to have
become the holder of such shares at the close of business on the next succeeding date on which the share transfer books or book-entry
system are open.


 


3.3.5 
Maximum Percentage.  A holder of a Warrant may notify the Company in writing in the event it elects to be subject
to the provisions contained in this subsection 3.3.5; however, no holder of a Warrant shall be subject to this subsection
3.3.5 unless he, she or it makes such election.  If the election is made by a holder, the Warrant Agent shall not effect
the exercise of the holder’s Warrant, and such holder shall not have the right to exercise such Warrant, to the extent that
after giving effect to such exercise, such person (together with such person’s affiliates), to the Warrant Agent’s
actual knowledge, would beneficially own in excess of 4.9% or 9.8% (the “Maximum Percentage”) of the
Class A ordinary shares outstanding immediately after giving effect to such exercise.  For purposes of the foregoing
sentence, the aggregate number of Class A ordinary shares beneficially owned by such person and its affiliates shall include
the number of Class A ordinary shares issuable upon exercise of the Warrant with respect to which the determination of such
sentence is being made, but shall exclude Class A ordinary shares that would be issuable upon (x) exercise of the remaining,
unexercised portion of the Warrant beneficially owned by such person and its affiliates and (y) exercise or conversion of
the unexercised or unconverted portion of any other securities of the Company beneficially owned by such person and its affiliates
(including, without limitation, any convertible notes or convertible preferred shares or warrants) subject to a limitation on
conversion or exercise analogous to the limitation contained herein.  Except as set forth in the preceding sentence, for
purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”).  For purposes of the Warrant, in determining
the number of outstanding Class A ordinary shares, the holder may rely on the number of outstanding Class A ordinary
shares as reflected in (1) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q,
Current Report on Form 8-K or other public filing with the Commission as the case may be, (2) a more recent public announcement
by the Company or (3) any other notice by the Company or Continental Stock Transfer & Trust Company, as transfer
agent (in such capacity, the “Transfer Agent”), setting forth the number of Class A ordinary shares
outstanding.  For any reason at any time, upon the written request of the holder of the Warrant, the Company shall, within
two (2) Business Days, confirm orally and in writing to such holder the number of Class A ordinary shares then outstanding. 
In any case, the number of issued and outstanding Class A ordinary shares shall be determined after giving effect to the
conversion or exercise of equity securities of the Company by the holder and its affiliates since the date as of which such number
of issued and outstanding Class A ordinary shares was reported.  By written notice to the Company, the holder of a Warrant
may from time to time increase or decrease the Maximum Percentage applicable to such holder to any other percentage specified
in such notice; provided, however, that any such increase shall not be effective until the sixty-first (61st) day
after such notice is delivered to the Company.


 






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4. 
Adjustments.


 


4.1 
Share Capitalizations.


 


4.1.1 
Sub-Divisions.  If after the date hereof, and subject to the provisions of Section 4.6 below, the number
of issued and outstanding Class A ordinary shares is increased by a share capitalization, or by a sub-division of Class A
ordinary shares or other similar event, then, on the effective date of such share capitalization, sub-division or similar event,
the number of Class A ordinary shares issuable on exercise of each Warrant shall be increased in proportion to such increase
in the issued and outstanding Class A ordinary shares.  A rights offering to holders of Class A ordinary shares
entitling holders to purchase Class A ordinary shares at a price less than the “Historical Fair Market Value”
(as defined below) shall be deemed a capitalization of a number of Class A ordinary shares equal to the product of (i) the
number of Class A ordinary shares actually sold in such rights offering (or issuable under any other equity securities sold
in such rights offering that are convertible into or exercisable for the Class A ordinary shares) multiplied by (ii) one
(1) minus the quotient of (x) the price per Class A ordinary share paid in such rights offering divided by (y) the
Historical Fair Market Value.  For purposes of this subsection 4.1.1, (i) if the rights offering is for securities
convertible into or exercisable for Class A ordinary shares, in determining the price payable for Class A ordinary shares,
there shall be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise
or conversion and (ii) “Historical Fair Market Value” means the volume weighted average price of the Class A
ordinary shares as reported during the ten (10) trading day period ending on the trading day prior to the first date on which
the Class A ordinary shares trade on the applicable exchange or in the applicable market, regular way, without the right
to receive such rights.  No Class A ordinary shares shall be issued at less than their par value.


 


4.1.2 
Extraordinary Dividends.  If the Company, at any time while the Warrants are outstanding and unexpired, shall pay
a dividend or make a distribution in cash, securities or other assets to the holders of Class A ordinary shares on account
of such Class A ordinary shares (or other shares into which the Warrants are convertible), other than (a) as described
in subsection 4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the redemption rights
of the holders of the Class A ordinary shares in connection with a proposed initial Business Combination, (d) to satisfy
the redemption rights of the holders of the Class A ordinary shares in connection with a shareholder vote to amend the Company’s
amended and restated memorandum and articles of association (i) to modify the substance or timing of the Company’s
obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Company’s
public shares if the Company does not complete its initial Business Combination within the time period required by the Company’s
amended and restated memorandum and articles of association, as amended from time to time, or (ii) with respect to any other
provision relating to shareholders’ rights or pre-initial Business Combination activity, (e) as a result of the repurchase
of Class A ordinary shares by the Company if a proposed initial Business Combination is presented to the shareholders of
the Company for approval or (f) in connection with the redemption of public shares upon the failure of the Company to complete
its initial Business Combination and any subsequent distribution of its assets upon its liquidation (any such non-excluded event
being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased,
effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and/or the fair market value
(as determined by the Company’s board of directors (the “Board”), in good faith) of any securities
or other assets paid on each Class A ordinary share in respect of such Extraordinary Dividend.  For purposes of this
subsection 4.1.2, “Ordinary Cash Dividends” means any cash dividend or cash distribution which,
when combined on a per share basis, with the per share amounts of all other cash dividends and cash distributions paid on the
Class A ordinary shares during the 365-day period ending on the date of declaration of such dividend or distribution (as
adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash
dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of Class A ordinary
shares issuable on exercise of each Warrant) to the extent it does not exceed $0.50 (being 5% of the offering price of the Units
in the Offering).


 


4.2 
Aggregation of Shares.  If after the date hereof, and subject to the provisions of Section 4.6 hereof,
the number of issued and outstanding Class A ordinary shares is decreased by a consolidation, combination, reverse share
split or reclassification of Class A ordinary shares or other similar event, then, on the effective date of such consolidation,
combination, reverse share split, reclassification or similar event, the number of Class A ordinary shares issuable on exercise
of each Warrant shall be decreased in proportion to such decrease in issued and outstanding Class A ordinary shares.


 


4.3 
Adjustments in Exercise Price.  Whenever the number of Class A ordinary shares purchasable upon the exercise
of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall
be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the
numerator of which shall be the number of Class A ordinary shares purchasable upon the exercise of the Warrants immediately
prior to such adjustment, and (y) the denominator of which shall be the number of Class A ordinary shares so purchasable
immediately thereafter.


 






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4.4 
Raising of Capital in Connection with the Initial Business Combination.  If (x) the Company issues additional
Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of its initial
Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such
issue price or effective issue price to be determined in good faith by the Board and, in the case of any such issuance to the
Sponsor or their affiliates, without taking into account any Class B ordinary shares of the Company, par value $0.0001 per
share (the “Class B ordinary shares”), held by the Sponsor or such affiliates, as applicable, prior
to such issuance (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances
represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial
Business Combination on the date of the completion of the Company’s initial Business Combination (net of redemptions), and
(z) the volume-weighted average trading price of Class A ordinary shares during the twenty (20) trading day period starting
on the trading day prior to the day on which the Company completes its initial Business Combination (such price, the “Market
Value”) is below $9.20 per share, the Warrant Price will be adjusted (to the nearest cent) to be equal to 115% of
the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices described
in Section 6.2 and Section 6.1, respectively, will be adjusted (to the nearest cent) to be equal to 100%
and 180%, respectively, of the higher of the Market Value and the Newly Issued Price.


 


4.5 
Replacement of Securities upon Reorganization, etc.  In case of any reclassification or reorganization of the
issued and outstanding Class A ordinary shares (other than a change under Section 4.1 or Section 4.2
hereof or that solely affects the par value of such Class A ordinary shares), or in the case of any merger or consolidation
of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation
and that does not result in any reclassification or reorganization of the issued and outstanding Class A ordinary shares),
or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an
entirety or substantially as an entirety in connection with which the Company is dissolved, the holders of the Warrants shall
thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants
and in lieu of the Class A ordinary shares of the Company immediately theretofore purchasable and receivable upon the exercise
of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable
upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer,
that the holder of the Warrants would have received if such holder had exercised his, her or its Warrant(s) immediately prior
to such event (the “Alternative Issuance”); provided, however, that (i) if the holders
of the Class A ordinary shares were entitled to exercise a right of election as to the kind or amount of securities, cash
or other assets receivable upon such consolidation or merger, then the kind and amount of securities, cash or other assets constituting
the Alternative Issuance for which each Warrant shall become exercisable shall be deemed to be the weighted average of the kind
and amount received per share by the holders of the Class A ordinary shares in such consolidation or merger that affirmatively
make such election, and (ii) if a tender, exchange or redemption offer shall have been made to and accepted by the holders
of the Class A ordinary shares (other than a tender, exchange or redemption offer made by the Company in connection with
redemption rights held by shareholders of the Company as provided for in the Company’s amended and restated memorandum and
articles of association or as a result of the repurchase of Class A ordinary shares by the Company if a proposed initial
Business Combination is presented to the shareholders of the Company for approval) under circumstances in which, upon completion
of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under
the Exchange Act) of which such maker is a part, and together with any affiliate or associate of such maker (within the meaning
of Rule 12b-2 under the Exchange Act) and any members of any such group of which any such affiliate or associate is a part,
own beneficially (within the meaning of Rule 13d-3 under the Exchange Act) more than 50% of the issued and outstanding Class A
ordinary shares, the holder of a Warrant shall be entitled to receive as the Alternative Issuance, the highest amount of cash,
securities or other property to which such holder would actually have been entitled as a shareholder if such Warrant holder had
exercised the Warrant prior to the expiration of such tender or exchange offer, accepted such offer and all of the Class A
ordinary shares held by such holder had been purchased pursuant to such tender or exchange offer, subject to adjustments (from
and after the consummation of such tender or exchange offer) as nearly equivalent as possible to the adjustments provided for
in this Section 4; provided further that if less than 70% of the consideration receivable by the holders of
the Class A ordinary shares in the applicable event is payable in the form of shares in the successor entity that is listed
for trading on a national securities exchange or is quoted in an established over-the-counter market, or is to be so listed for
trading or quoted immediately following such event, and if the Registered Holder properly exercises the Warrant within thirty
(30) days following the public disclosure of the consummation of such applicable event by the Company pursuant to a Current Report
on Form 8-K filed with the Commission, the Warrant Price shall be reduced by an amount (in dollars) equal to the difference
of (i) the Warrant Price in effect prior to such reduction minus (ii) (A) the Per Share Consideration (as defined
below) (but in no event less than zero) minus (B) the Black-Scholes Warrant Value (as defined below).  The “Black-Scholes
Warrant Value” means the value of a Warrant immediately prior to the consummation of the applicable event based on the
Black-Scholes Warrant Model for a Capped American Call on Bloomberg Financial Markets (assuming zero dividends) (“Bloomberg”). 
For purposes of calculating such amount, (i) Section 6 of this Agreement shall be taken into account, (ii) the
price of each Class A ordinary share shall be the volume weighted average price of the Class A ordinary shares as reported
during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable event, (iii) the
assumed volatility shall be the 90 day volatility obtained from the HVT function on Bloomberg determined as of the trading day
immediately prior to the day of the announcement of the applicable event and (iv) the assumed risk-free interest rate shall
correspond to the U.S. Treasury rate for a period equal to the remaining term of the Warrant. “Per Share Consideration”
means (i) if the consideration paid to holders of the Class A ordinary shares consists exclusively of cash, the amount
of such cash per Class A ordinary share, and (ii) in all other cases, the volume weighted average price of the Class A
ordinary shares as reported during the ten (10) trading day period ending on the trading day prior to the effective date
of the applicable event.  If any reclassification or reorganization also results in a change in Class A ordinary shares
covered by subsection 4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2,
4.3 and this Section 4.4.  The provisions of this Section 4.4 shall similarly apply to successive
reclassifications, reorganizations, mergers or consolidations, sales or other transfers.  In no event will the Warrant Price
be reduced to less than the par value per share issuable upon exercise of such Warrant.


 






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4.6 
Notices of Changes in Warrant.  Upon every adjustment of the Warrant Price or the number of shares issuable upon exercise
of a Warrant, the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Warrant Price resulting
from such adjustment and the increase or decrease, if any, in the number of shares purchasable at such price upon the exercise
of a Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. 
Upon the occurrence of any event specified in Sections 4.1, 4.2, 4.3, 4.4 or 4.5, the Company
shall give written notice of the occurrence of such event to each holder of a Warrant, at the last address set forth for such
holder in the Warrant Register, of the record date or the effective date of the event.  Failure to give such notice, or any
defect therein, shall not affect the legality or validity of such event.


 


4.7 
No Fractional Shares.  Notwithstanding any provision contained in this Agreement to the contrary, the Company shall
not issue fractional shares upon the exercise of Warrants.  If, by reason of any adjustment made pursuant to this Section 4,
the holder of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share, the
Company shall, upon such exercise, round down to the nearest whole number the number of Class A ordinary shares to be issued
to such holder.


 


4.8 
Form of Warrant.  The form of Warrant need not be changed because of any adjustment pursuant to this Section 4,
and Warrants issued after such adjustment may state the same Warrant Price and the same number of shares as is stated in the Warrants
initially issued pursuant to this Agreement; provided, however, that the Company may at any time in its sole discretion
make any change in the form of Warrant that the Company may deem appropriate and that does not affect the substance thereof, and
any Warrant thereafter issued or countersigned, whether in exchange or substitution for an outstanding Warrant or otherwise, may
be in the form as so changed.


 


4.9 
Other Events.  In case any event shall occur affecting the Company as to which none of the provisions of the preceding
subsections of this Section 4 are strictly applicable, but which would require an adjustment to the terms of the Warrants
in order to (i) avoid an adverse impact on the Warrants and (ii) effectuate the intent and purpose of this Section 4,
then, in each such case, the Company shall appoint a firm of independent registered public accountants, investment banking or
other appraisal firm of recognized national standing, which shall give its opinion as to whether or not any adjustment to the
rights represented by the Warrants is necessary to effectuate the intent and purpose of this Section 4 and, if they
determine that an adjustment is necessary, the terms of such adjustment; provided, however, that under no circumstances
shall the Warrants be adjusted pursuant to this Section 4.9 as a result of any issuance of securities in connection
with a Business Combination.  The Company shall adjust the terms of the Warrants in a manner that is consistent with any
adjustment recommended in such opinion.


 


4.10 
No Adjustment.  For the avoidance of doubt, no adjustment shall be made to the terms of the Warrants solely as a result
of an adjustment to the conversion ratio of the Class B ordinary shares into Class A ordinary shares or the conversion
of the Class B ordinary shares into Class A ordinary shares, in each case, pursuant to the Company’s amended and
restated memorandum and articles of association, as amended from time to time.


 






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5. 
Transfer and Exchange of Warrants.


 


5.1 
Registration of Transfer.  The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant
upon the Warrant Register, upon surrender of such Warrant for transfer, properly endorsed with signatures properly guaranteed
and accompanied by appropriate instructions for transfer.  Upon any such transfer, a new Warrant representing an equal aggregate
number of Warrants shall be issued and the old Warrant shall be cancelled by the Warrant Agent.  In the case of certificated
Warrants, the Warrants so cancelled shall be delivered by the Warrant Agent to the Company from time to time upon request.


 


5.2 
Procedure for Surrender of Warrants.  Warrants may be surrendered to the Warrant Agent, together with a written request
for exchange or transfer, and thereupon the Warrant Agent shall issue in exchange therefor one or more new Warrants as requested
by the Registered Holder of the Warrants so surrendered, representing an equal aggregate number of Warrants; provided,
however, that except as otherwise provided herein or with respect to any Book-Entry Warrant, each Book-Entry Warrant may
be transferred only in whole and only to the Depositary, to another nominee of the Depositary, to a successor depository, or to
a nominee of a successor depository; provided further, however that in the event that a Warrant surrendered for
transfer bears a restrictive legend (as in the case of the Placement Warrants and the Loan Warrants), the Warrant Agent shall
not cancel such Warrant and issue new Warrants in exchange thereof until the Warrant Agent has received an opinion of counsel
for the Company stating that such transfer may be made and indicating whether the new Warrants must also bear a restrictive legend.


 


5.3 
Fractional Warrants.  The Warrant Agent shall not be required to effect any registration of transfer or exchange which
shall result in the issuance of a warrant certificate or book-entry position for a fraction of a warrant, except as part of the
Units.


 


5.4 
Service Charges.  No service charge shall be made for any exchange or registration of transfer of Warrants.


 


5.5 
Warrant Execution and Countersignature.  The Warrant Agent is hereby authorized to countersign and to deliver, in
accordance with the terms of this Agreement, the Warrants required to be issued pursuant to the provisions of this Section 5,
and the Company, whenever required by the Warrant Agent, shall supply the Warrant Agent with Warrants duly executed on behalf
of the Company for such purpose.


 


5.6 
Transfer of Warrants.  Prior to the Detachment Date, the Public Warrants may be transferred or exchanged only together
with the Unit in which such Warrant is included, and only for the purpose of effecting, or in conjunction with, a transfer or
exchange of such Unit.  Furthermore, each transfer of a Unit on the register relating to such Units shall operate also to
transfer the Warrants included in such Unit.  Notwithstanding the foregoing, the provisions of this Section 5.6
shall have no effect on any transfer of Warrants on and after the Detachment Date.


 


6. 
Redemption.


 


6.1 
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00.  Subject to Section 6.5
hereof, not less than all of the outstanding Warrants may be redeemed, at the option of the Company, at any time during the
Exercise Period, at the office of the Warrant Agent, upon notice to the Registered Holders of the Warrants, as described in Section 6.3
below, at a Redemption Price of $0.01 per Warrant, provided that (a) the Reference Value (as defined below) equals
or exceeds $18.00 per share (subject to adjustment in compliance with Section 4 hereof) and (b) there is an effective
registration statement covering the issuance of the Class A ordinary shares issuable upon exercise of the Warrants, and a
current prospectus relating thereto, available throughout the 30-day Redemption Period (as defined in Section 6.3
below).


 






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6.2 
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00.  Subject to Section 6.5
hereof, not less than all of the outstanding Warrants may be redeemed, at the option of the Company, at any time during the
Exercise Period, at the office of the Warrant Agent, upon notice to the Registered Holders of the Warrants, as described in Section 6.3
below, at a Redemption Price of $0.10 per Warrant, provided that (i) the Reference Value equals or exceeds $10.00
per share (subject to adjustment in compliance with Section 4 hereof) and (ii) if the Reference Value is less
than $18.00 per share (subject to adjustment in compliance with Section 4 hereof), the Placement Warrants and the
Loan Warrants are also concurrently called for redemption on the same terms as the outstanding Public Warrants.  During the
30-day Redemption Period in connection with a redemption pursuant to this Section 6.2, Registered Holders of the Warrants
may elect to exercise their Warrants on a “cashless basis” pursuant to subsection 3.3.1 and receive a number
of Class A ordinary shares determined by reference to the table below, based on the Redemption Date (calculated for purposes
of the table as the period to expiration of the Warrants) and the “Redemption Fair Market Value” (as such term is
defined in this Section 6.2) (a “Make-Whole Exercise”).  Solely for purposes of this
Section 6.2, the “Redemption Fair Market Value” shall mean the volume weighted average price of the Class A
ordinary shares for the ten (10) trading days immediately following the date on which notice of redemption pursuant to this
Section 6.2 is sent to the Registered Holders.  In connection with any redemption pursuant to this Section 6.2,
the Company shall provide the Registered Holders with the Redemption Fair Market Value no later than one (1) Business Day
after the ten (10) trading day period described above ends.


 


	Redemption Date	 	Redemption Fair Market Value of Class A ordinary shares	 
	(period to
    expiration of warrants)	 	<10.00	 	11.00	 	12.00	 	13.00	 	14.00	 	15.00	 	16.00	 	17.00	 	>18.00	 
	60
    months	 	0.261	 	0.280	 	0.297	 	0.311	 	0.324	 	0.337	 	0.348	 	0.358	 	0.361	 
	57
    months	 	0.257	 	0.277	 	0.294	 	0.310	 	0.324	 	0.337	 	0.348	 	0.358	 	0.361	 
	54
    months	 	0.252	 	0.272	 	0.291	 	0.307	 	0.322	 	0.335	 	0.347	 	0.357	 	0.361	 
	51
    months	 	0.246	 	0.268	 	0.287	 	0.304	 	0.320	 	0.333	 	0.346	 	0.357	 	0.361	 
	48
    months	 	0.241	 	0.263	 	0.283	 	0.301	 	0.317	 	0.332	 	0.344	 	0.356	 	0.361	 
	45
    months	 	0.235	 	0.258	 	0.279	 	0.298	 	0.315	 	0.330	 	0.343	 	0.356	 	0.361	 
	42
    months	 	0.228	 	0.252	 	0.274	 	0.294	 	0.312	 	0.328	 	0.342	 	0.355	 	0.361	 
	39
    months	 	0.221	 	0.246	 	0.269	 	0.290	 	0.309	 	0.325	 	0.340	 	0.354	 	0.361	 
	36
    months	 	0.213	 	0.239	 	0.263	 	0.285	 	0.305	 	0.323	 	0.339	 	0.353	 	0.361	 
	33
    months	 	0.205	 	0.232	 	0.257	 	0.280	 	0.301	 	0.320	 	0.337	 	0.352	 	0.361	 
	30
    months	 	0.196	 	0.224	 	0.250	 	0.274	 	0.297	 	0.316	 	0.335	 	0.351	 	0.361	 
	27
    months	 	0.185	 	0.214	 	0.242	 	0.268	 	0.291	 	0.313	 	0.332	 	0.350	 	0.361	 
	24
    months	 	0.173	 	0.204	 	0.233	 	0.260	 	0.285	 	0.308	 	0.329	 	0.348	 	0.361	 
	21
    months	 	0.161	 	0.193	 	0.223	 	0.252	 	0.279	 	0.304	 	0.326	 	0.347	 	0.361	 
	18
    months	 	0.146	 	0.179	 	0.211	 	0.242	 	0.271	 	0.298	 	0.322	 	0.345	 	0.361	 
	15
    months	 	0.130	 	0.164	 	0.197	 	0.230	 	0.262	 	0.291	 	0.317	 	0.342	 	0.361	 
	12
    months	 	0.111	 	0.146	 	0.181	 	0.216	 	0.250	 	0.282	 	0.312	 	0.339	 	0.361	 
	9
    months	 	0.090	 	0.125	 	0.162	 	0.199	 	0.237	 	0.272	 	0.305	 	0.336	 	0.361	 
	6
    months	 	0.065	 	0.099	 	0.137	 	0.178	 	0.219	 	0.259	 	0.296	 	0.331	 	0.361	 
	3
    months	 	0.034	 	0.065	 	0.104	 	0.150	 	0.197	 	0.243	 	0.286	 	0.326	 	0.361	 
	0
    months	 	—	 	—	 	0.042	 	0.115	 	0.179	 	0.233	 	0.281	 	0.323	 	0.361	 


 


The
exact Redemption Fair Market Value and Redemption Date may not be set forth in the table above, in which case, if the Redemption
Fair Market Value is between two values in the table or the Redemption Date is between two redemption dates in the table, the
number of Class A ordinary shares to be issued for each Warrant exercised in a Make-Whole Exercise will be determined by
a straight-line interpolation between the number of shares set forth for the higher and lower Redemption Fair Market Values and
the earlier and later redemption dates, as applicable, based on a 365- or 366-day year, as applicable.


 






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The
share prices set forth in the column headings of the table above shall be adjusted as of any date on which the number of shares
issuable upon exercise of a Warrant or the Warrant Price is adjusted pursuant to Section 4 hereof.  In the event
of a Warrant Price adjustment pursuant to Section 4.3, the adjusted share prices in the column headings shall equal the share
prices immediately such adjustment, multiplied by a fraction, the numerator of which is the Warrant Price after such adjustment
and the denominator of which is the Warrant Price immediately after such adjustment.  In such an event, the number of shares
in the table above shall be adjusted by multiplying such share amounts by a fraction, the numerator of which is the number of
shares deliverable upon exercise of a Warrant immediately prior to such adjustment and the denominator of which is the number
of shares deliverable upon exercise of a Warrant as so adjusted. If the Warrant Price is adjusted pursuant to Section 4.4,
the adjusted share prices set forth in the column headings of the table above shall be multiplied by a fraction, the numerator
of which is the higher of the Market Value and the Newly Issued Price and the denominator of which is $10.00.  In no event
will the number of shares issued in connection with a Make-Whole Exercise exceed 0.361 Class A ordinary shares per Warrant
(subject to adjustment).


 


6.3 
Date Fixed for, and Notice of, Redemption; Redemption Price; Reference Value.  In the event that the Company elects
to redeem the Warrants pursuant to Sections 6.1 or 6.2, the Company shall fix a date for the redemption (the “Redemption
Date”).  Notice of redemption shall be mailed by first class mail, postage prepaid, by the Company not less
than thirty (30) days prior to the Redemption Date (the “30-day Redemption Period”) to the Registered
Holders of the Warrants to be redeemed at their last addresses as they shall appear on the registration books.  Any notice
mailed in the manner herein provided shall be conclusively presumed to have been duly given whether or not the Registered Holder
received such notice.  As used in this Agreement, (a) “Redemption Price” shall mean the price
per Warrant at which any Warrants are redeemed pursuant to Sections 6.1 or 6.2 and (b) “Reference
Value” shall mean the last reported sales price of the Class A ordinary shares for any twenty (20) trading
days within the thirty (30) trading-day period ending on the third trading day prior to the date on which notice of the redemption
is given.


 


6.4 
Exercise After Notice of Redemption.  The Warrants may be exercised, for cash (or on a “cashless basis”
in accordance with Section 6.2 of this Agreement) at any time after notice of redemption shall have been given by
the Company pursuant to Section 6.3 hereof and prior to the Redemption Date.  On and after the Redemption Date,
the record holder of the Warrants shall have no further rights except to receive, upon surrender of the Warrants, the Redemption
Price.


 


6.5 
Exclusion of Placement Warrants and Loan Warrants.  The Company agrees that (a) the redemption rights provided
in Section 6.1 hereof shall not apply to the Placement Warrants and Loan Warrants if at the time of the redemption
such Placement Warrants or Loan Warrants continue to be held by the Sponsor, Cantor or their Permitted Transferees and (b) if
the Reference Value equals or exceeds $18.00 per share (subject to adjustment in compliance with Section 4 hereof),
the redemption rights provided in Section 6.2 hereof shall not apply to the Placement Warrants or Loan Warrants if
at the time of the redemption such Placement Warrants or Loan Warrants continue to be held by the Sponsor, Cantor or their Permitted
Transferees.  However, once such Placement Warrants or Loan Warrants are transferred (other than to Permitted Transferees
in accordance with Section 2.6 hereof), the Company may redeem the Placement Warrants or Loan Warrants pursuant to
Section 6.1 or 6.2 hereof, provided that the criteria for redemption are met, including the opportunity
of the holder of such Placement Warrants or Loan Warrants to exercise the Placement Warrants or Loan Warrants prior to redemption
pursuant to Section 6.4 hereof.  Placement Warrants or Loan Warrants that are transferred to persons other than
Permitted Transferees shall upon such transfer cease to be Placement Warrants or Loan Warrants and shall become Public Warrants
under this Agreement, including for purposes of Section 9.8 hereof.


 


7. 
Other Provisions Relating to Rights of Holders of Warrants.


 


7.1 
No Rights as Shareholder.  A Warrant does not entitle the Registered Holder thereof to any of the rights of a shareholder
of the Company, including, without limitation, the right to receive dividends, or other distributions, exercise any preemptive
rights to vote or to consent or to receive notice as shareholders in respect of the meetings of shareholders or the election of
directors of the Company or any other matter.


 


7.2 
Lost, Stolen, Mutilated, or Destroyed Warrants.  If any Warrant is lost, stolen, mutilated, or destroyed, the Company
and the Warrant Agent may on such terms as to indemnity or otherwise as they may in their discretion impose (which shall, in the
case of a mutilated Warrant, include the surrender thereof), issue a new Warrant of like denomination, tenor, and date as the
Warrant so lost, stolen, mutilated, or destroyed.  Any such new Warrant shall constitute a substitute contractual obligation
of the Company, whether or not the allegedly lost, stolen, mutilated, or destroyed Warrant shall be at any time enforceable by
anyone.


 






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7.3 
Reservation of Class A ordinary shares.  The Company shall at all times reserve and keep available a number of
its authorized but unissued Class A ordinary shares that shall be sufficient to permit the exercise in full of all outstanding
Warrants issued pursuant to this Agreement.


 


7.4 
Registration of Class A ordinary shares; Cashless Exercise at Company’s Option.


 


7.4.1 
Registration of the Class A ordinary shares.  The Company agrees that as soon as practicable, but in no event
later than fifteen (15) Business Days after the closing of its initial Business Combination, it shall use its best efforts to
file with the Commission a registration statement for the registration, under the Securities Act, of the Class A ordinary
shares issuable upon exercise of the Warrants.  The Company shall use its best efforts to cause the same to become effective
and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration
or redemption of the Warrants in accordance with the provisions of this Agreement.  If any such registration statement has
not been declared effective by the sixtieth (60th) Business Day following the closing of the Business Combination, holders of
the Warrants shall have the right, during the period beginning on the sixty-first (61st) Business Day after the closing of the
Business Combination and ending upon such registration statement being declared effective by the Commission, and during any other
period when the Company shall fail to have maintained an effective registration statement covering the issuance of the Class A
ordinary shares issuable upon exercise of the Warrants, to exercise such Warrants on a “cashless basis,” pursuant
to subsection 3.3.1, by exchanging the Warrants (in accordance with Section 3(a)(9) of the Securities Act or
another exemption) for that number of Class A ordinary shares equal to the lesser of (A) the quotient obtained by dividing
(x) the product of the number of Class A ordinary shares underlying the Warrants, multiplied by the excess of the “Fair
Market Value” (as defined below) less the Warrant Price by (y) the Fair Market Value and (B) 0.361.  Solely
for purposes of this subsection 7.4.1, “Fair Market Value” shall mean the volume-weighted average price of
the Class A ordinary shares as reported during the ten (10) trading day period ending on the trading day prior to the
date that notice of exercise is received by the Warrant Agent from the holder of such Warrants or its securities broker or intermediary. 
The date that notice of “cashless exercise” is received by the Warrant Agent shall be conclusively determined by the
Warrant Agent.  In connection with the “cashless exercise” of a Public Warrant, the Company shall, upon request,
provide the Warrant Agent with an opinion of counsel for the Company (which shall be an outside law firm with securities law experience)
stating that (i) the exercise of the Warrants on a “cashless basis” in accordance with this subsection 7.4.1
is not required to be registered under the Securities Act and (ii) the Class A ordinary shares issued upon such
exercise shall be freely tradable under United States federal securities laws by anyone who is not an affiliate (as such term
is defined in Rule 144 under the Securities Act) of the Company and, accordingly, shall not be required to bear a restrictive
legend.  Except as provided in subsection 7.4.2, for the avoidance of doubt, unless and until all of the Warrants
have been exercised or have expired, the Company shall continue to be obligated to comply with its registration obligations under
the first three sentences of this subsection 7.4.1.


 


7.4.2 
Cashless Exercise at Company’s Option.  If the Class A ordinary shares are at the time of any exercise
of a Public Warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security”
under Section 18(b)(1) of the Securities Act, the Company may, at its option, (i) require holders of Public Warrants
who exercise Public Warrants to exercise such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of
the Securities Act as described in subsection 7.4.1 and (ii) in the event the Company so elects, the Company shall
(x) not be required to file or maintain in effect a registration statement for the registration, under the Securities Act,
of the Class A ordinary shares issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the
contrary, and (y) use its commercially reasonable efforts to register or qualify for sale the Class A ordinary shares
issuable upon exercise of the Public Warrant under applicable blue sky laws of the state of the residence of the holder to the
extent an exemption is not available.


 


8. 
Concerning the Warrant Agent and Other Matters.


 


8.1 
Payment of Taxes.  The Company shall from time to time promptly pay all taxes and charges that may be imposed upon
the Company or the Warrant Agent in respect of the issuance or delivery of Class A ordinary shares upon the exercise of the
Warrants, but the Company shall not be obligated to pay any transfer taxes in respect of the Warrants or such shares.


 






    13


     


    

 


8.2 
Resignation, Consolidation, or Merger of Warrant Agent.


 


8.2.1 
Appointment of Successor Warrant Agent.  The Warrant Agent, or any successor to it hereafter appointed, may resign
its duties and be discharged from all further duties and liabilities hereunder after giving sixty (60) days’ notice in writing
to the Company.  If the office of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the
Company shall appoint in writing a successor Warrant Agent in place of the Warrant Agent.  If the Company shall fail to make
such appointment within a period of thirty (30) days after it has been notified in writing of such resignation or incapacity by
the Warrant Agent or by the holder of a Warrant (who shall, with such notice, submit his, her or its Warrant for inspection by
the Company), then the holder of any Warrant may apply to the Supreme Court of the State of New York for the County of New York
for the appointment of a successor Warrant Agent at the Company’s cost.  Any successor Warrant Agent, whether appointed
by the Company or by such court, shall be a corporation organized and existing under the laws of the State of New York, in good
standing and having its principal office in the Borough of Manhattan, City and State of New York, and authorized under such laws
to exercise corporate trust powers and subject to supervision or examination by federal or state authority.  After appointment,
any successor Warrant Agent shall be vested with all the authority, powers, rights, immunities, duties, and obligations of its
predecessor Warrant Agent with like effect as if originally named as Warrant Agent hereunder, without any further act or deed;
but if for any reason it becomes necessary or appropriate, the predecessor Warrant Agent shall execute and deliver, at the expense
of the Company, an instrument transferring to such successor Warrant Agent all the authority, powers, and rights of such predecessor
Warrant Agent hereunder; and upon request of any successor Warrant Agent the Company shall make, execute, acknowledge, and deliver
any and all instruments in writing for more fully and effectually vesting in and confirming to such successor Warrant Agent all
such authority, powers, rights, immunities, duties, and obligations.


 


8.2.2 
Notice of Successor Warrant Agent.  In the event a successor Warrant Agent shall be appointed, the Company shall give
notice thereof to the predecessor Warrant Agent and the Transfer Agent for the Class A ordinary shares not later than the
effective date of any such appointment.


 


8.2.3 
Merger or Consolidation of Warrant Agent.  Any corporation into which the Warrant Agent may be merged or with which
it may be consolidated or any corporation resulting from any merger or consolidation to which the Warrant Agent shall be a party
shall be the successor Warrant Agent under this Agreement without any further act.


 


8.3 
Fees and Expenses of Warrant Agent.


 


8.3.1 
Remuneration.  The Company agrees to pay the Warrant Agent reasonable remuneration for its services as such Warrant
Agent hereunder and shall, pursuant to its obligations under this Agreement, reimburse the Warrant Agent upon demand for all expenditures
that the Warrant Agent may reasonably incur in the execution of its duties hereunder.


 


8.3.2 
Further Assurances.  The Company agrees to perform, execute, acknowledge, and deliver or cause to be performed, executed,
acknowledged, and delivered all such further and other acts, instruments, and assurances as may reasonably be required by the
Warrant Agent for the carrying out or performing of the provisions of this Agreement.


 


8.4 
Liability of Warrant Agent.


 


8.4.1 
Reliance on Company Statement.  Whenever in the performance of its duties under this Agreement, the Warrant Agent
shall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering
any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be
deemed to be conclusively proved and established by a statement signed by the President or Chief Financial Officer of the Company
and delivered to the Warrant Agent.  The Warrant Agent may rely upon such statement for any action taken or suffered in good
faith by it pursuant to the provisions of this Agreement.


 


8.4.2 
Indemnity.  The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct, fraud
or bad faith.  The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including
judgments, out-of-pocket costs and reasonable outside counsel fees, for anything done or omitted by the Warrant Agent in the execution
of this Agreement, except as a result of the Warrant Agent’s gross negligence, willful misconduct, fraud or bad faith.


 






    14


     


    

 


8.4.3 
Exclusions.  The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with
respect to the validity or execution of any Warrant (except its countersignature thereof).  The Warrant Agent shall not be
responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant.  The
Warrant Agent shall not be responsible to make any adjustments required under the provisions of Section 4 hereof or
responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would
require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization
or reservation of any Class A ordinary shares to be issued pursuant to this Agreement or any Warrant or as to whether any
Class A ordinary shares shall, when issued, be valid and fully paid and nonassessable.


 


8.5 
Acceptance of Agency.  The Warrant Agent hereby accepts the agency established by this Agreement and agrees to perform
the same upon the terms and conditions herein set forth and among other things, shall account promptly to the Company with respect
to Warrants exercised and concurrently account for, and pay to the Company, all monies received by the Warrant Agent for the purchase
of Class A ordinary shares through the exercise of the Warrants.


 


8.6 
Waiver.  The Warrant Agent has no right of set-off or any other right, title, interest or claim of any kind (“Claim”)
in, or to any distribution of, the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of
the date hereof, by and between the Company and Continental Stock Transfer & Trust Company as trustee thereunder) and
hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the Trust Account for any reason
whatsoever.  The Warrant Agent hereby waives any and all Claims against the Trust Account and any and all rights to seek
access to the Trust Account.


 


9. 
Miscellaneous Provisions.


 


9.1 
Successors.  All the covenants and provisions of this Agreement by or for the benefit of the Company or the Warrant
Agent shall bind and inure to the benefit of their respective successors and assigns.


 


9.2 
Notices.  Any notice, statement or demand authorized by this Agreement to be given or made by the Warrant Agent or
by the holder of any Warrant to or on the Company shall be sufficiently given when so delivered if by hand or overnight delivery
or if sent by certified mail or private courier service within five (5) days after deposit of such notice, postage prepaid,
addressed (until another address is filed in writing by the Company with the Warrant Agent), as follows:


 


FTAC
Athena Acquisition Corp.


2929 Arch Street, Suite 1703


Philadelphia, PA 19104


Attention:  Amanda Abrams, Chief Executive Officer


Email:
aabrams@cohenandcompany.com 


 


Any
notice, statement or demand authorized by this Agreement to be given or made by the holder of any Warrant or by the Company to
or on the Warrant Agent shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified
mail or private courier service within five (5) days after deposit of such notice, postage prepaid, addressed (until another
address is filed in writing by the Warrant Agent with the Company), as follows:


 


Continental
Stock Transfer & Trust Company


One State Street, 30th Floor


New York, NY 10004


Attention:  Compliance Department


 






    15


     


    

 


9.3 
Applicable Law.  The validity, interpretation, and performance of this Agreement and of the Warrants shall be governed
in all respects by 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 Company hereby agrees that any action, proceeding or
claim against it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State
of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction. 
The Company hereby waives any objection to such jurisdiction and that such courts represent an inconvenient forum.


 


9.4 
Persons Having Rights under this Agreement.  Nothing in this Agreement shall be construed to confer upon, or give
to, any person or corporation other than the parties hereto and the Registered Holders of the Warrants any right, remedy, or claim
under or by reason of this Agreement or of any covenant, condition, stipulation, promise, or agreement hereof.  All covenants,
conditions, stipulations, promises, and agreements contained in this Agreement shall be for the sole and exclusive benefit of
the parties hereto and their successors and assigns and of the Registered Holders of the Warrants.


 


9.5 
Examination of the Warrant Agreement.  A copy of this Agreement shall be available at all reasonable times at the
office of the Warrant Agent in the Borough of Manhattan, City and State of New York, for inspection by the Registered Holder of
any Warrant.  The Warrant Agent may require any such holder to submit such holder’s Warrant for inspection by the Warrant
Agent.


 


9.6 
Counterparts.  This 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.


 


9.7 
Effect of Headings.  The section headings herein are for convenience only and are not part of this Agreement and shall
not affect the interpretation thereof.


 


9.8  Amendments. 
This Agreement may be amended by the parties hereto without the consent of any Registered Holder for the purpose of curing
any ambiguity, or curing, correcting or supplementing any defective provision contained herein or adding or changing any
other provisions with respect to matters or questions arising under this Agreement as the parties may deem necessary or
desirable and that the parties deem shall not adversely affect the interest of the Registered Holders.  All other
modifications or amendments, including any amendment to increase the Warrant Price or shorten the Exercise Period and any
amendment to the terms of  only the Placement Warrants and/or the Loan Warrants, shall require the vote or written
consent of the Registered Holders of 65% of the then outstanding Public Warrants.  Notwithstanding the foregoing, the
Company may lower the Warrant Price or extend the duration of the Exercise Period pursuant to Sections 3.1 and 3.2,
respectively, without the consent of the Registered Holders.


 


9.9 
Severability.  This 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 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 Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and
enforceable.


 


Exhibit A
Form of Warrant Certificate


 


Exhibit B
Legend — Placement Warrants and Loan Warrants


 


[SIGNATURE
PAGE FOLLOWS]


 




    16


     


    


 


IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.


  


	 	FTAC ATHENA ACQUISITION CORP.
	 	 	 
	 	By:	/s/ Amanda Abrams 
	 	 	Name: 	Amanda Abrams
	 	 	Title: 	President and Chief Executive Officer
	 	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY,
	 	as Warrant Agent
	 	 	 
	 	By:	/s/
James Kiszka
	 	 	Name:	 James Kiszka
	 	 	Title: 	Vice President


 


[Signature
Page to Warrant Agreement]


 




    17


     


    






 


EXHIBIT A


 


Form of
Warrant Certificate

[FACE]


 


Number


 


Warrants


 


THIS
WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO

THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR

IN THE WARRANT AGREEMENT DESCRIBED BELOW


 


FTAC
ATHENA ACQUISITION CORP.


 


Incorporated
Under the Laws of the Cayman Islands


 


CUSIP
G37283 119


 


Warrant
Certificate


 


This
Warrant Certificate certifies that , or registered assigns, is the registered holder of warrant(s) evidenced hereby
(the “Warrants” and each, a “Warrant”) to purchase Class A ordinary shares,
$0.0001 par value (the “Class A ordinary shares”), of FTAC Athena Acquisition Corp., a Cayman Islands
exempted company (the “Company”).  Each Warrant entitles the holder, upon exercise during the period
set forth in the Warrant Agreement referred to below, to receive from the Company that number of fully paid and non-assessable
Class A ordinary shares as set forth below, at the exercise price (the “Exercise Price”) as determined
pursuant to the Warrant Agreement, payable in lawful money (or through “cashless exercise” as provided
for in the Warrant Agreement) of the United States of America upon surrender of this Warrant Certificate and payment of the Exercise
Price at the office or agency of the Warrant Agent referred to below, subject to the conditions set forth herein and in the Warrant
Agreement.  Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in
the Warrant Agreement.


 


Each
whole Warrant is initially exercisable for one fully paid and non-assessable Class A ordinary share.  No fractional
shares will be issued upon exercise of any Warrant.  If, upon the exercise of Warrants, a holder would be entitled to receive
a fractional interest in a Class A ordinary share, the Company will, upon exercise, round down to the nearest whole number
the number of Class A ordinary shares to be issued to the Warrant holder.  The number of Class A ordinary shares
issuable upon exercise of the Warrants is subject to adjustment upon the occurrence of certain events as set forth in the Warrant
Agreement.


 


The
initial Exercise Price per one Class A ordinary share for any Warrant is equal to $11.50 per share.  The Exercise Price
is subject to adjustment upon the occurrence of certain events as set forth in the Warrant Agreement.


 


Subject
to the conditions set forth in the Warrant Agreement, the Warrants may be exercised only during the Exercise Period and to the
extent not exercised by the end of such Exercise Period, such Warrants shall become void.  The Warrants may be redeemed,
subject to certain conditions, as set forth in the Warrant Agreement.


  






    A-1


     


    

 


Reference
is hereby made to the further provisions of this Warrant Certificate set forth on the reverse hereof and such further provisions
shall for all purposes have the same effect as though fully set forth at this place.


 


This
Warrant Certificate shall not be valid unless countersigned by the Warrant Agent, as such term is used in the Warrant Agreement.


 


This
Warrant Certificate shall be governed by and construed in accordance with the internal laws of the State of New York, without
regard to conflicts of laws principles thereof.


 


	 	FTAC
    ATHENA ACQUISITION CORP.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	CONTINENTAL
    STOCK TRANSFER & TRUST COMPANY,
	 	as
    Warrant Agent
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






    A-2


     


    

 


[Form of
Warrant Certificate]


[Reverse]


 


The
Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants entitling the holder on exercise
to receive Class A ordinary shares and are issued or to be issued pursuant to a Warrant Agreement dated as of 
              , 2021 (the “Warrant Agreement”), duly executed and delivered by the Company to Continental Stock Transfer &
Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent”), which
Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description
of the rights, limitation of rights, obligations, duties and immunities thereunder of the Warrant Agent, the Company and the holders
(the words “holders” or “holder” meaning the Registered Holders or Registered
Holder, respectively) of the Warrants.  A copy of the Warrant Agreement may be obtained by the holder hereof upon written
request to the Company.  Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given
to them in the Warrant Agreement.


 


Warrants
may be exercised at any time during the Exercise Period set forth in the Warrant Agreement.  The holder of Warrants evidenced
by this Warrant Certificate may exercise them by surrendering this Warrant Certificate, with the form of Election to Purchase
set forth hereon properly completed and executed, together with payment of the Exercise Price as specified in the Warrant Agreement
(or through “cashless exercise” as provided for in the Warrant Agreement) at the principal corporate
trust office of the Warrant Agent.  In the event that upon any exercise of Warrants evidenced hereby the number of Warrants
exercised shall be less than the total number of Warrants evidenced hereby, there shall be issued to the holder hereof or his,
her or its assignee, a new Warrant Certificate evidencing the number of Warrants not exercised.


 


Notwithstanding
anything else in this Warrant Certificate or the Warrant Agreement, no Warrant may be exercised unless at the time of exercise
(i) a registration statement covering the issuance of the Class A ordinary shares to be issued upon exercise is effective
under the Securities Act and (ii) a prospectus thereunder relating to the Class A ordinary shares is current, except
through “cashless exercise” as provided for in the Warrant Agreement.


 


The
Warrant Agreement provides that upon the occurrence of certain events the number of Class A ordinary shares issuable upon
exercise of the Warrants set forth on the face hereof may, subject to certain conditions, be adjusted.  If, upon exercise
of a Warrant, the holder thereof would be entitled to receive a fractional interest in a Class A ordinary share, the Company
shall, upon exercise, round down to the nearest whole number of Class A ordinary shares to be issued to the holder of the
Warrant.


 


Warrant
Certificates, when surrendered at the principal corporate trust office of the Warrant Agent by the Registered Holder thereof in
person or by legal representative or attorney duly authorized in writing, may be exchanged, in the manner and subject to the limitations
provided in the Warrant Agreement, but without payment of any service charge, for another Warrant Certificate or Warrant Certificates
of like tenor evidencing in the aggregate a like number of Warrants.


 


Upon
due presentation for registration of transfer of this Warrant Certificate at the office of the Warrant Agent a new Warrant Certificate
or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in
exchange for this Warrant Certificate, subject to the limitations provided in the Warrant Agreement, without charge except for
any tax or other governmental charge imposed in connection therewith.


 


The
Company and the Warrant Agent may deem and treat the Registered Holder(s) hereof as the absolute owner(s) of this Warrant
Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise
hereof, of any distribution to the holder(s) hereof, and for all other purposes, and neither the Company nor the Warrant
Agent shall be affected by any notice to the contrary.  Neither the Warrants nor this Warrant Certificate entitles any holder
hereof to any rights of a shareholder of the Company.


 






    A-3


     


    

 


Election
to Purchase


(To
Be Executed Upon Exercise of Warrant)


 


The
undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive Class A
ordinary shares and herewith tenders payment for such Class A ordinary shares to the order of FTAC Athena Acquisition Corp.
(the “Company”) in the amount of $            in
accordance with the terms hereof.  The undersigned requests that a certificate for such Class A ordinary shares be registered
in the name of            , whose address is            and that such Class A ordinary shares be delivered to             whose address is            .  If said
number of Class A ordinary shares is less than all of the Class A ordinary shares purchasable hereunder, the undersigned
requests that a new Warrant Certificate representing the remaining balance of such Class A ordinary shares be registered
in the name of            , whose address is            and that such Warrant Certificate be delivered to            , whose address is            .


 


In
the event that the Warrant has been called for redemption by the Company pursuant to Section 6.2 of the Warrant Agreement
and a holder thereof elects to exercise its Warrant pursuant to a Make-Whole Exercise, the number of Class A ordinary shares
that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(c) or Section 6.2
of the Warrant Agreement, as applicable.


 


In
the event that the Warrant is a Placement Warrant or Loan Warrant that is to be exercised on a “cashless” basis pursuant
to subsection 3.3.1(c) of the Warrant Agreement, the number of Class A ordinary shares that this Warrant is exercisable
for shall be determined in accordance with subsection 3.3.1(c) of the Warrant Agreement.


 


In
the event that the Warrant is to be exercised on a “cashless” basis pursuant to Section 7.4 of the Warrant
Agreement, the number of Class A ordinary shares that this Warrant is exercisable for shall be determined in accordance with
Section 7.4 of the Warrant Agreement.


 


In
the event that the Warrant may be exercised, to the extent allowed by the Warrant Agreement, through cashless exercise (i) the
number of Class A ordinary shares that this Warrant is exercisable for would be determined in accordance with the relevant
section of the Warrant Agreement which allows for such cashless exercise and (ii) the holder hereof shall complete the following: 
The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, through the cashless
exercise provisions of the Warrant Agreement, to receive Class A ordinary shares.  If said number of shares is less
than all of the Class A ordinary shares purchasable hereunder (after giving effect to the cashless exercise), the undersigned
requests that a new Warrant Certificate representing the remaining balance of such Class A ordinary shares be registered
in the name of  , whose address is 
and that such Warrant Certificate be delivered to  , whose address
is  .


 


[Signature
Page Follows]


 






    A-4


     


    

 


	Date:
                , 20	 
	 	(Signature)
	 	 
	 	(Address)
	 	 
	 	 
	 	(Tax
    Identification Number)
	 	 
	Signature
    Guaranteed:	 
	 	 
	 	 	 


 


THE
SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS
AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 UNDER
THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED).


 






    A-5


     


    

 


EXHIBIT B


 


LEGEND


 


THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE
SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. 


 


IN
ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED IN (1) THE LETTER AGREEMENT BY AND AMONG FTAC ATHENA ACQUISITION
CORP. (THE “COMPANY”), THE OFFICERS AND DIRECTORS OF THE COMPANY AND THE OTHER PARTIES THERETO AND (2) THE PLACEMENT
UNIT SUBSCRIPTION AGREEMENT BY AND BETWEEN THE COMPANY AND CANTOR FITZGERALD & CO., THE SECURITIES REPRESENTED BY THIS CERTIFICATE
MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS THIRTY (30) DAYS AFTER THE DATE UPON WHICH THE COMPANY COMPLETES
ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION 3 OF THE WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT TO A PERMITTED
TRANSFEREE (AS DEFINED IN SECTION 2 OF THE WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH
TRANSFER PROVISIONS.


 


SECURITIES
EVIDENCED BY THIS CERTIFICATE AND CLASS A ORDINARY SHARES OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE
ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.


 


	NO.	WARRANT


 




 


B-1