Exhibit 10.3


 


[●],
2021


 


FTAC Athena
Acquisition Corp.


2929 Arch
Street, Suite 1704


Philadelphia,
PA 19104


 


Ladies and
Gentlemen:


 


This
letter agreement (this “Letter Agreement”), by and among FTAC Athena Acquisition Corp., a Cayman Islands exempted
company (the “Company”), and certain equityholders of Pico Quantitative Trading Holdings LLC, a Delaware limited
liability company (“Pico”), identified on the signature pages hereto, who are intended to become stockholders
of the Company (the “Stockholders”), is being delivered concurrently with the execution of that certain Business
Combination Agreement, dated as of the date hereof (the “Combination Agreement”), by and between the Company
and Pico. Pursuant to the Combination Agreement, each holder of an outstanding Class A common unit of Pico (the “Pico Units”)
shall have the right to exchange (“Exchange Rights”) such Pico Unit for cash (if elected by the Company as
the managing member of Pico) and/or one share of the Company’s Class A common stock, par value $0.0001 per share (“Common
Stock”). In this Letter Agreement, the Pico Units and the shares of Common Stock to be held by the Stockholders (including
any shares of Common Stock issuable to the Stockholders pursuant to the Stockholders’ exercise of the Exchange Rights) are collectively
referred to as the “Shares.”


 


For
the purposes of this Letter Agreement, the term “Shares” shall also be deemed to include any Shares that a Stockholder acquires
(i) pursuant to and in accordance with paragraph 2 below and (ii) by the exercise or conversion of any security exercisable or convertible
for shares of Common Stock. Capitalized terms used herein without definition shall have the meanings ascribed thereto in the Combination
Agreement.


 


Each undersigned
Stockholder and, where applicable, the Company, hereby agrees as follows:


 


1. Subject
to paragraph 2 below, from the date hereof until the earlier to occur of (a) the Anniversary Date (as defined below) or (b) the consummation
of a Change of Control Transaction (as defined below) (the “Lock-Up Period”), such Stockholder shall not (i)
sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to
dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position
within the meaning of Section 16 of the Exchange Act of 1934, as amended (the “Exchange Act”), and the rules
and regulations of the Securities and Exchange Commission promulgated thereunder, with respect to the Shares (a “Transfer”),
(ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership
of any of the Shares, whether any such transaction is to be settled by delivery of Shares or other securities, in cash or otherwise,
or (iii) publicly announce any intention to effect any transaction specified in the immediately preceding subsections (i) or (ii) (any
of the foregoing actions in clauses (i)-(iii), the “Transfer Restrictions”). For purposes of this paragraph
1: “Anniversary Date” shall mean the date that is 365 days from the Closing Date; and “Change of
Control Transaction” shall mean a liquidation, merger, capital stock exchange, reorganization or other similar transaction
that results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities
or other property.


 









     


     


    

 


2. Notwithstanding
the provisions contained in paragraph 1 hereof, such Stockholder may transfer Shares (a) to the Company’s officers and directors
or their controlled “affiliates” (as such term is defined in Rule 405 of the Securities Act of 1933, as amended)
or to any partner, member, investment fund or other entity controlled or managed by or under common management or control with such Stockholder
or officers, directors or affiliates of such Stockholder, (b) by bona fide gift, (c) to an immediate family member (as defined below),
a charitable organization or a trust or other entity formed for estate planning purposes for the benefit of an immediate family member
or a charitable organization, or for the indirect benefit of such Stockholder or an immediate family member of such Stockholder, (d)
by will, intestacy or by virtue of laws of descent and distribution upon the death of such Stockholder, (e) by operation of law, such
as pursuant to a qualified domestic relations order or in connection with a divorce settlement, (f) if such Stockholder is an entity,
to any stockholder, member, partner or trust beneficiary as part of a distribution, or to any corporation, partnership or other entity
that is an affiliate of such Stockholder, or by virtue of the laws of the state of the entity’s organization and the entity’s
organizational documents upon dissolution of the entity, (g) acquired through transactions relating to Common Stock or other securities
convertible into or exercisable or exchangeable for Common Stock acquired in open market transactions after the Closing Date, provided
that no such transaction is required to be, or is, publicly announced (whether on Form 4, Form 5 or otherwise, other than a required
filing on Schedules 13D, 13D/A, 13G or 13G/A) during the Lock-Up Period, (h) to the Company in connection with the “net”
or “cashless” exercise of options or other rights to purchase shares of Common Stock held by such Stockholder, provided
that any shares of Common Stock issued upon exercise of such option or other rights shall remain subject to the terms of this Letter
Agreement, (i) to the Company to satisfy tax withholding obligations pursuant to the Company’s equity incentive plans or arrangements,
(j) pursuant to any contractual arrangement in effect at the Closing Date that provides for the repurchase by the Company or forfeiture
of such Stockholder’s Common Stock or other securities convertible into or exercisable or exchangeable for Common Stock in connection
with the termination of such Stockholder’s service to the Company, (k) pursuant to the entry by such Stockholder, at any time after
the Closing Date, of any trading plan providing for the sale of Common Stock by such Stockholder, which trading plan meets the requirements
of Rule 10b5-1(c) under the Exchange Act, provided, however, that such plan does not provide for, or permit, the sale of
any Common Stock during the Lock-Up Period and no public announcement or filing is voluntarily made or required regarding such plan during
the Lock-Up Period; or (l) via a private sale to another Stockholder or another Stockholder’s affiliate; provided, however,
that, in the case of clauses (a) through (f) and (l), to the extent not already bound, these transferees shall enter into a written agreement
with the Company agreeing to be bound by the transfer restrictions set forth herein. For purposes of this Letter Agreement, “immediate
family” shall mean any relationship by blood, marriage, domestic partnership or adoption, not more remote than first cousin.
Such Stockholder hereby consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against
the transfer of such Stockholder’s Shares except in compliance with the foregoing restrictions.


 


3.
 Subject to the limitations described herein, such Stockholder shall retain his, her or its
respective rights as a security holder with respect to his, her or its Shares during the Lock-Up Period including, without limitation,
the right to vote the Shares.


 


4. During
the Lock-Up Period, all dividends and distributions payable in cash with respect to such Stockholder’s Shares shall be paid, as
applicable, to such Stockholder, but all dividends and distributions payable in Common Stock or other equity or securities convertible
into equity with respect to such Stockholder’s Shares shall become subject to the Transfer Restrictions under this Letter Agreement
until the end of the Lock-up Period.


 






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5. Such
Stockholder represents and warrants, severally and not jointly with any other Stockholder, that he, she or it has the full right and
power, or complete corporate or equivalent organizational authority, as applicable, without violating any agreement to which such Stockholder
is bound, to enter into and perform his, her or its obligations under this Letter Agreement.


 


6. This
Letter Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof and
supersedes all prior understandings, agreements, both written and oral, with respect to such subject matter hereof. This Letter Agreement
may not be changed, amended, modified (other than to correct a typographical error) as to any particular provision, except by a written
instrument executed by each of the parties hereto. This Letter Agreement may not be waived as to any particular provision, except by
a written instrument executed by the party against whom any such waiver is sought.


 


7. No
party may assign either this Letter Agreement or any of his, her or its rights, interests, or obligations hereunder without the prior
written consent of the Company. 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. Subject to the foregoing, this Letter Agreement shall be binding
on each undersigned party and each of such undersigned party’s, as applicable, heirs, personal representatives, successors and
assigns. Nothing in this Letter Agreement shall be construed to confer upon, or give to, any person or entity other than the parties
hereto any right, remedy or claim under or by reason of this Letter Agreement or of any covenant, condition, stipulation, promise or
agreement hereof. All covenants, conditions, stipulations, promises and agreements contained in this Letter Agreement shall be for the
sole and exclusive benefit of the parties hereto and their successors, heirs, personal representatives and assigns and permitted transferees.


 


8. This
Letter Agreement, the rights and duties of the parties hereto, and any disputes (whether in contract, tort or statute) arising out of,
under or in connection with this Letter Agreement will be governed by and construed and enforced in accordance with the laws of the State
of Delaware, without giving effect to its principles or rules of conflict of laws to the extent such principles or rules would require
or permit the application of the laws of another jurisdiction. The parties hereto irrevocably and unconditionally submit to the exclusive
jurisdiction of the United States District Court for the District of Delaware or, if such court does not have jurisdiction, the Delaware
state courts located in Wilmington, Delaware, in any action arising out of or relating to this Letter Agreement. The parties hereto irrevocably
agree that all such claims shall be heard and determined in such a Delaware federal or state court, and that the jurisdiction of such
courts with respect thereto will be exclusive. Each party hereto hereby waives, and agrees not to assert, as a defense in any action,
suit or proceeding arising out of or relating to this Letter Agreement that it is not subject to such jurisdiction, or that such action,
suit or proceeding may not be brought or is not maintainable in such courts or that the venue thereof may not be appropriate or that
this Letter Agreement may not be enforced in or by such courts.


 






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9. Each
party acknowledges and agrees that monetary damages may not adequately compensate an injured party for the breach of this Letter Agreement
by any party hereto and, accordingly, that each party shall be entitled to seek specific performance of this Letter Agreement or shall
otherwise be entitled to seek a temporary or permanent injunction or restraining order in respect of the enforcement of the terms of
this Letter Agreement.


 


10. In
the event that any provision of this Letter Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or impaired thereby.


 


11. This
Letter Agreement and all of its provisions shall terminate and be of no further force or effect upon the earlier to occur of (i) termination
of the Combination Agreement in accordance with its terms, (ii) the mutual written agreement of the Company and the Stockholders or (iii)
the expiration of the Lock-up Period. This Letter Agreement may be executed in two or more counterparts, each of which shall be deemed
an original and all of which together shall constitute one instrument. Delivery of an executed counterpart of a signature page to this
Letter Agreement by facsimile or portable document format shall be effective as delivery of a mutually executed counterpart to this Letter
Agreement.


 


12. Notwithstanding
anything contained in this Letter Agreement to the contrary, nothing contained in this Letter Agreement shall restrict the undersigned
from engaging in any brokerage, investment advisory, financial advisory, anti-raid advisory, principaling, merger advisory, financing,
asset management, trading, market-making, arbitrage, investment activity or other similar activities conducted in the ordinary course
of business of the undersigned that do not involve the Shares.


 


[
Signature page follows ]


 






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	 	Very truly yours,
	 	 
	 	FTAC ATHENA ACQUISITION
    CORP.
	 	 	 
	 	By:	 
	 	Name: 	 
	 	Title:	 


 


[Signature
Page to Lock-up Letter Agreement]


 






     


     


    

 


	 	 
	 	 	 
	 	By:	 
	 	Name:  	 
	 	Title:	 


 


[Signature
Page to Lock-up Letter Agreement]


 




     


     


    

 


 


	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 


 


[Signature
Page to Lock-up Letter Agreement]