Exhibit 10.9


 


FTAC ZEUS ACQUISITION
CORP.


2929 Arch Street, Suite
1703


Philadelphia, PA 19104


 


, 2021


 


FTAC Zeus Sponsor, LLC


2929 Arch Street, Suite
1703


Philadelphia, PA 19104


 


		Re:	Administrative Services Agreement



 


Gentlemen:


 
This letter agreement by and
between FTAC Zeus Acquisition Corp. (the “Company”) and FTAC Zeus 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 Global Market
(the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the 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, administrative and shared personnel support services as may be
reasonably requested by the Company. In exchange therefor, the Company shall pay Sponsor the sum of $40,000 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 stockholders 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 ZEUS ACQUISITION CORP.	 
	 	 
	By:	 	 	 
	 	Name:	Ryan M. Gilbert	 
	 	Title:	President and Chief Executive Officer	 


 


 


[Signature Page to Administrative Services Agreement]


 






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AGREED TO AND ACCEPTED BY:


 


FTAC ZEUS SPONSOR, LLC


 


	By:	 	 	 
	 	Name:	Daniel G. Cohen	 
	 	Title:	Manager	 


 


 


[Signature Page to Administrative Services Agreement]


 






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