Exhibit
10.5


 


FTAC
Athena Sponsor, LLC


2929
Arch Street, Suite 1703

Philadelphia, PA 19104


 


November
19, 2020


  


FTAC
Athena Acquisition Corp.

2929 Arch Street, Suite 1703


Philadelphia,
PA 19104


   


RE: Securities
Subscription Agreement


 


Ladies
and Gentlemen:


 


FTAC
Athena Acquisition Corp., a Cayman Islands exempted company (the “Company”), is pleased to accept the offer
of FTAC Athena Sponsor, LLC, a Delaware limited liability company (the “Subscriber” or “you”),
has made to subscribe for and purchase 7,873,333 Class B ordinary shares (the “Shares”), $0.0001 par value
per share (the “Ordinary Shares”), up to 1,000,000 of which are subject to complete or partial forfeiture by
you if the underwriters of the Company’s initial public offering (“IPO”) of units (“Units”)
do not fully exercise their over-allotment option (the “Over-allotment Option”).  The terms (this “Agreement”)
on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding
such Shares, are as follows:


 


1.  Subscription
and Purchase of Shares. For the sum of $25,000 (the “Purchase Price”), which the Company acknowledges
as having previously been received by it, in cash, the Company hereby sells and issues the Shares to the Subscriber, and the Subscriber
hereby subscribes for and purchases the Shares from the Company, subject to forfeiture, on the terms and subject to the conditions
set forth in this Agreement.  All references in this Agreement to shares of the Company being forfeited shall take effect
as surrenders for no consideration of such shares as a matter of Cayman Islands law. On the issuance of the Shares, the Subscriber
hereby surrenders for no consideration the one Class B ordinary share, $0.0001 par value that the Subscriber holds in the Company.


 


2. Representations,
Warranties and Agreements.


 


2.1  Subscriber’s
Representations, Warranties and Agreements.  To induce the Company to issue the Shares to the Subscriber, the Subscriber
hereby represents and warrants to the Company and agrees with the Company as follows:


 


2.1.1  No
Government Recommendation or Approval.  The Subscriber understands that no federal or state agency has passed upon or
made any recommendation or endorsement of the offering of the Shares.


 


2.1.2  No
Conflicts.  The execution, delivery and performance of this Agreement and the consummation by the Subscriber of the transactions
contemplated hereby do not violate, conflict with or constitute a default under (i) the formation and governing documents
of the Subscriber, (ii) any agreement, indenture or instrument to which the Subscriber is a party or (iii) any law,
statute, rule or regulation to which the Subscriber is subject, or any agreement, order, judgment or decree to which the
Subscriber is subject.


 


2.1.3  Organization
and Authority.  The Subscriber is a Delaware limited liability company, validly existing and in good standing under the
laws of the State of Delaware and possesses all requisite power and authority necessary to carry out the transactions contemplated
by this Agreement.  Upon execution and delivery by you, this Agreement is a legal, valid and binding agreement of the Subscriber,
enforceable against the Subscriber in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy,
insolvency, fraudulent conveyance or similar laws affecting the enforcement of creditors’ rights generally and subject to
general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).


 



     


     


    

 


2.1.4  Experience,
Financial Capability and Suitability.  The Subscriber is:  (i) sophisticated in financial matters and is able
to evaluate the risks and benefits of the investment in the Shares and (ii) able to bear the economic risk of its investment
in the Shares for an indefinite period of time because the Shares have not been registered under the Securities Act (as defined
below) and therefore cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration
is available.  Subscriber is capable of evaluating the merits and risks of its investment in the Company and has the capacity
to protect its own interests.  The Subscriber must bear the economic risk of this investment until the Shares are sold pursuant
to:  (i) an effective registration statement under the Securities Act or (ii) an exemption from registration available
with respect to such sale.  The Subscriber is able to bear the economic risks of an investment in the Shares and to afford
a complete loss of the Subscriber’s investment in the Shares.


 


2.1.5  Access
to Information; Independent Investigation.  Prior to the execution of this Agreement, the Subscriber has had the opportunity
to ask questions of and receive answers from representatives of the Company concerning an investment in the Company, as well as
the finances, operations, business and prospects of the Company, and the opportunity to obtain additional information to verify
the accuracy of all information so obtained.  In determining whether to make this investment, the Subscriber has relied solely
on the Subscriber’s own knowledge and understanding of the Company and its business based upon the Subscriber’s own
due diligence investigation and the information furnished pursuant to this paragraph.  The Subscriber understands that no
person has been authorized to give any information or to make any representations which were not furnished pursuant to this Section 2
and the Subscriber has not relied on any other representations or information in making its investment decision, whether written
or oral, relating to the Company, its operations and/or its prospects.


 


2.1.6  Private
Offering.  The Subscriber represents that it is (a) an “accredited investor” as such term is defined in Rule
501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) or (b) not a “U.S.
Person” as defined in Rule 902 of Regulation S (“Regulation S”) under the Securities Act. The Subscriber acknowledges
the sale contemplated hereby is being made in reliance on a private placement exemption to “Accredited Investors”
within the meaning of Section 501(a) of Regulation D under the Securities Act or similar exemptions under state law or to a non-U.S.
Person under Regulation S. Accordingly, the Shares will be “restricted securities” within the meaning of Rule 144(a)(3)
under the Securities Act, and therefore may not be offered, pledged or sold by the Subscriber, directly or indirectly, in the
United States without registration under United States federal and state securities laws or an exemption therefrom and the Subscriber
understands the certificates representing the Shares (if any) will contain a legend in respect of such restrictions.


 


2.1.7  Investment
Purposes.  The Subscriber is purchasing the Shares solely for investment purposes, for the Subscriber’s own account
and not for the account or benefit of any other person, and not with a view towards the distribution or dissemination thereof. 
The Subscriber did not decide to enter into this Agreement as a result of any general solicitation or general advertising within
the meaning of Rule 502 under the Securities Act.


 


2.1.8  Restrictions
on Transfer; Shell Company.  The Subscriber understands the Shares are being offered in a transaction not involving a
public offering within the meaning of the Securities Act. The Shares have not been registered under the Securities Act, and, if
in the future the Subscriber decides to offer, resell, pledge or otherwise transfer the Shares, such Shares may be offered, resold,
pledged or otherwise transferred only (A) in accordance with the provisions of Regulation S (Rule 901 through 905), (B) pursuant
to a registration under the Securities Act, or (C) pursuant to an available exemption from registration. The Subscriber agrees
that if any transfer of its Shares or any interest therein is proposed to be made, as a condition precedent to any such transfer,
the Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company. Absent registration
or an exemption, the Subscriber agrees not to resell the Shares. The Subscriber further acknowledges that because the Company
is a shell company, Rule 144 may not be available to the Subscriber for the resale of the Shares until one year following the
consummation of a business combination of the Company, despite technical compliance with the requirements of Rule 144 and the
release or waiver of any contractual transfer restrictions.


 


2.1.9  No
Governmental Consents.  No governmental, administrative or other third party consents or approvals are required, necessary
or appropriate on the part of the Subscriber in connection with the transactions contemplated by this Agreement.


 



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2.2 Company’s
Representations, Warranties and Agreements.  To induce the Subscriber to purchase the Shares, the Company hereby represents
and warrants to the Subscriber and agrees with the Subscriber as follows:


 


2.2.1  Incorporation
and Corporate Power.  The Company is a Cayman Islands exempted company and is qualified to do business in every jurisdiction
in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition,
operating results or assets of the Company.  The Company possesses all requisite corporate power and authority necessary
to carry out the transactions contemplated by this Agreement.


 


2.2.2  No
Conflicts.  The execution, delivery and performance of this Agreement and the consummation by the Company of the transactions
contemplated hereby do not violate, conflict with or constitute a default under (i) the Memorandum and Articles of Association
of the Company, (ii) any agreement, indenture or instrument to which the Company is a party or (iii) any law, statute,
rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject.


 


2.2.3  Title
to Shares.  Upon issuance in accordance with, and payment pursuant to, the terms hereof, and registration on the register
of members of the Company, the Shares will be duly and validly issued, fully paid and nonassessable.  Upon issuance in accordance
with, and payment pursuant to, the terms hereof the Subscriber will have or receive good title to the Shares, free and clear of
all liens, claims and encumbrances of any kind, other than (a) transfer restrictions hereunder and under the other agreements
to which the Shares may be subject, (b) transfer restrictions under federal and state securities laws, and (c) liens,
claims or encumbrances imposed due to the actions of the Subscriber.


 


2.2.4  No
Adverse Actions.  There are no actions, suits, investigations or proceedings pending, threatened against or affecting
the Company which:  (i) seek to restrain, enjoin, prevent the consummation of or otherwise affect the transactions contemplated
by this Agreement or (ii) question the validity or legality of any transactions or seeks to recover damages or to obtain
other relief in connection with any transactions.


 


3. Forfeiture
of Shares.


 


3.1 Partial
or No Exercise of the Over-allotment Option.  In the event the Over-allotment Option granted to the underwriters of the
IPO is not exercised in full, the Subscriber acknowledges and agrees that it (and, if applicable, any transferee of Shares) shall
forfeit any and all rights to such number of Shares (up to an aggregate of [] Shares and pro rata based upon the percentage
of the Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber (and any such transferees,
if any) will own an aggregate number of Shares (not including Ordinary Shares issuable upon exercise of any warrants or any securities
purchased by the Subscriber in the IPO or in the aftermarket) equal to 20% of the issued and outstanding Ordinary Shares immediately
following the IPO.


 


3.2 Termination
of Rights as Shareholder.  If any of the Shares are forfeited in accordance with this Section 3, then after such
time the Subscriber (or successor in interest), shall no longer have any rights as a holder of such forfeited Shares, and the
Company shall take such action as is appropriate to cancel such forfeited Shares.


 


4. Waiver
of Liquidation Distributions; Redemption Rights.


 


In
connection with the Shares purchased pursuant to this Agreement, the Subscriber hereby waives any and all right, title, interest
or claim of any kind in or to any distributions by the Company from the trust account which will be established for the benefit
of the Company’s public shareholders and into which substantially all of the proceeds of the IPO will be deposited (the
“Trust Account”), in the event of a liquidation of the Company upon the Company’s failure to timely complete
an initial business combination.  For purposes of clarity, in the event the Subscriber purchases securities in the IPO or
in the aftermarket, any Ordinary Shares so purchased shall be eligible to receive any liquidating distributions by the Company. 
However, in no event will the Subscriber have the right to redeem any Ordinary Shares held by it into funds held in the Trust
Account upon the successful completion of an initial business combination.


 






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5. Restrictions
on Transfer.


 


5.1 Securities
Law Restrictions.  In addition to any restrictions to be contained in that certain letter agreement (commonly known as
an “Insider Letter”) dated on or prior to the closing of the IPO by and between the Subscriber and the Company,
the Subscriber agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Shares unless,
prior thereto (a) a registration statement on the appropriate form under the Securities Act and applicable state securities
laws with respect to the Shares proposed to be transferred shall then be effective or (b) the Company has received an opinion
from counsel reasonably satisfactory to the Company, that such registration is not required because such transaction is exempt
from registration under the Securities Act and the rules promulgated by the Securities and Exchange Commission thereunder
and with all applicable state securities laws.


 


5.2 Lock-up. 
Subscriber acknowledges that the Shares will be subject to lock-up provisions (the “Lock-up”) contained in
the Insider Letter.  


 


5.3 Restrictive
Legends.  All certificates representing the Shares shall have endorsed thereon legends substantially as follows:


 


“THESE
SECURITIES (i) HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
AND THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT FILED UNDER THE SECURITIES ACT, (B) TO A NON-U.S. PERSON IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE
904 OF REGULATION S UNDER THE SECURITIES ACT, (C) PURSUANT TO THE RESALE LIMITATIONS SET FORTH IN RULE 905 OF REGULATION S UNDER
THE SECURITIES ACT, (D) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE)
OR (E) PURSUANT TO ANY OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH
ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION.”


 


“THE
SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCKUP AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR
OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP.”


 


5.4 Additional
Shares or Substituted Securities.  In the event of the declaration of a share capitalization, the declaration of an extraordinary
dividend payable in a form other than Shares, a spin-off, a share sub-division, an adjustment in conversion ratio, a recapitalization
or a similar transaction affecting the Company’s outstanding Ordinary Shares without receipt of consideration, any new,
substituted or additional securities or other property which are by reason of such transaction distributed with respect to any
Shares subject to this Section 5 or into which such Shares thereby become convertible shall immediately be subject to this
Section 5 and Section 3.  Appropriate adjustments to reflect the distribution of such securities or property shall
be made to the number and/or class of Ordinary Shares subject to this Section 5 and Section 3.


 


5.5 Registration
Rights.  The Subscriber acknowledges that the Shares are being purchased pursuant to an exemption from the registration
requirements of the Securities Act and will become freely tradable only after certain conditions are met or they are registered
pursuant to a registration rights agreement to be entered into with the Company prior to the closing of the IPO (the “Registration
Rights Agreement”).


 


6. Other
Agreements.


 


6.1 Further
Assurances.  The Subscriber agrees to execute such further instruments and to take such further action as may reasonably
be necessary to carry out the intent of this Agreement.


 






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6.2 Notices. 
All notices, statements or other documents which are required or contemplated by this Agreement shall be:  (i) in writing
and delivered personally or sent by first class registered or certified mail, overnight courier service or facsimile or electronic
transmission to the address designated in writing, (ii) by facsimile to the number most recently provided to such party or
such other address or fax number as may be designated in writing by such party and (iii) by electronic mail, to the electronic
mail address most recently provided to such party or such other electronic mail address as may be designated in writing by such
party.  Any notice or other communication so transmitted shall be deemed to have been given on the day of delivery, if delivered
personally, on the business day following receipt of written confirmation, if sent by facsimile or electronic transmission, one
(1) business day after delivery to an overnight courier service or five (5) days after mailing if sent by mail.


 


6.3 Entire
Agreement.  This Agreement, together with the Insider Letter and the Registration Rights Agreement, each substantially
in the form to be filed as an exhibit to the Registration Statement, embodies the entire agreement and understanding between the
Subscriber and the Company with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings
relating to the subject matter hereof.


 


6.4 Modifications
and Amendments.  The terms and provisions of this Agreement may be modified or amended only by written agreement executed
by all parties hereto.


 


6.5 Waivers
and Consents.  The terms and provisions of this Agreement may be waived, or consent for the departure therefrom granted,
only by a written document executed by the party entitled to the benefits of such terms or provisions.  No such waiver or
consent shall be deemed to be or shall constitute a waiver or consent with respect to any other terms or provisions of this Agreement,
whether or not similar.  Each such waiver or consent shall be effective only in the specific instance and for the purpose
for which it was given, and shall not constitute a continuing waiver or consent.


 


6.6 Assignment. 
The rights and obligations under this Agreement may not be assigned by either party hereto without the prior written consent of
the other party.


 


6.7 Benefit. 
All statements, representations, warranties, covenants and agreements in this Agreement shall be binding on the parties hereto
and shall inure to the benefit of the respective successors and permitted assigns of each party hereto.  Nothing in this
Agreement shall be construed to create any rights or obligations except among the parties hereto, and no person or entity shall
be regarded as a third-party beneficiary of this Agreement.


 


6.8 Governing
Law. This Agreement and the rights and obligations of the parties hereunder shall be construed in accordance with and
governed by the laws of the State of New York applicable to contracts wholly performed within the borders of such state, without
giving effect to the conflict of law principles thereof.


 


6.9 Severability. 
In the event that any court of competent jurisdiction shall determine that any provision, or any portion thereof, contained in
this Agreement shall be unreasonable or unenforceable in any respect, then such provision shall be deemed limited to the extent
that such court deems it reasonable and enforceable, and as so limited shall remain in full force and effect.  In the event
that such court shall deem any such provision, or portion thereof, wholly unenforceable, the remaining provisions of this Agreement
shall nevertheless remain in full force and effect.


 


6.10  No
Waiver of Rights, Powers and Remedies.  No failure or delay by a party hereto in exercising any right, power or remedy
under this Agreement, and no course of dealing between the parties hereto, shall operate as a waiver of any such right, power
or remedy of such party.  No single or partial exercise of any right, power or remedy under this Agreement by a party hereto,
nor any abandonment or discontinuance of steps to enforce any such right, power or remedy, shall preclude such party from any
other or further exercise thereof or the exercise of any other right, power or remedy hereunder.  The election of any remedy
by a party hereto shall not constitute a waiver of the right of such party to pursue other available remedies.  No notice
to or demand on a party not expressly required under this Agreement shall entitle the party receiving such notice or demand to
any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the party giving
such notice or demand to any other or further action in any circumstances without such notice or demand.


 



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6.11  Survival
of Representations and Warranties.  All representations and warranties made by the parties hereto in this Agreement or
in any other agreement, certificate or instrument provided for or contemplated hereby, shall survive the execution and delivery
hereof and any investigations made by or on behalf of the parties.


 


6.12  No
Broker or Finder.  Each of the parties hereto represents and warrants to the other that no broker, finder or other financial
consultant has acted on its behalf in connection with this Agreement or the transactions contemplated hereby in such a way as
to create any liability on the other.  Each of the parties hereto agrees to indemnify and save the other harmless from any
claim or demand for commission or other compensation by any broker, finder, financial consultant or similar agent claiming to
have been employed by or on behalf of such party and to bear the cost of legal expenses incurred in defending against any such
claim.


 


6.13  Headings
and Captions.  The headings and captions of the various subdivisions of this Agreement are for convenience of reference
only and shall in no way modify or affect the meaning or construction of any of the terms or provisions hereof.


 


6.14  Counterparts. 
This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same
agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being
understood that both parties need not sign the same counterpart.  In the event that any signature is delivered by facsimile
transmission or any other form of electronic delivery, such signature shall create a valid and binding obligation of the party
executing (or on whose behalf such signature is executed) with the same force and effect as if such signature page were an
original thereof.


  


6.15  Construction. 
The parties hereto have participated jointly in the negotiation and drafting of this Agreement.  If an ambiguity or question
of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties hereto and no presumption
or burden of proof will arise favoring or disfavoring any party hereto because of the authorship of any provision of this Agreement. 
The words “include,” “includes,” and “including” will be deemed to be
followed by “without limitation.”  Pronouns in masculine, feminine, and neuter genders will be construed
to include any other gender, and words in the singular form will be construed to include the plural and vice versa, unless the
context otherwise requires.  The words “this Agreement,” “herein,” “hereof,”
“hereby,” “hereunder,” and words of similar import refer to this Agreement as a whole and
not to any particular subdivision unless expressly so limited.  The parties hereto intend that each representation, warranty,
and covenant contained herein will have independent significance.  If any party hereto has breached any representation, warranty,
or covenant contained herein in any respect, the fact that there exists another representation, warranty or covenant relating
to the same subject matter (regardless of the relative levels of specificity) which such party hereto has not breached will not
detract from or mitigate the fact that such party hereto is in breach of the first representation, warranty, or covenant.


 


6.16  Mutual
Drafting.  This Agreement is the joint product of the Subscriber and the Company and each provision hereof has been subject
to the mutual consultation, negotiation and agreement of such parties and shall not be construed for or against any party hereto.


 


7. Voting
and Tender of Shares. The Subscriber agrees to vote the Shares in favor of an initial business combination that the
Company negotiates and submits for approval to the Company’s shareholders and shall not seek redemption or repurchase
with respect to any of the Shares.  Additionally, the Subscriber agrees not to tender any Shares in connection with a
tender offer presented to the Company’s shareholders in connection with an initial business combination negotiated by
the Company.


 


8.
Indemnification. Each party shall indemnify the other against any loss, cost or damages (including reasonable attorney’s
fees and expenses) incurred as a result of such party’s breach of any representation, warranty, covenant or agreement in
this Agreement.


 


[Signature
Page Follows]


  



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If
the foregoing accurately sets forth our understanding and agreement, please sign the enclosed copy of the Agreement and return
it to us.


  


	 	Very
    truly yours,
	 	 
	 	FTAC
    ATHENA ACQUISITION CORP.
	 	 	 
	 	By:	/s/
    Betsy Z. Cohen
	 	 	Name:
    Betsy Z. Cohen
	 	 	Title:  Chairman


  


	Accepted and agreed as of the date first written above.
	 	 
	FTAC
    ATHENA SPONSOR, LLC	 
	 	 	 
	By:	/s/
    Betsy Z. Cohen	 
	 	Name:
    Betsy Z. Cohen	 
	 	Title:  Sole
    Member	 


  


[Signature
page to Subscription Agreement]


 


 


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