Exhibit 10.4


 


[●],
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”; provided that any shares of Common Stock purchased by the Stockholders
as part of the PIPE Investment shall not be deemed Shares for purposes of this Letter Agreement.


 


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 (a) the date that is 180 days from the Closing Date, with respect to the number
of Shares held by the applicable Stockholder immediately following the Closing, in an amount equal to five times the number of the shares
of Common Stock purchased by such Stockholder as part of the PIPE Investment (the “PIPE Investment Shares”),
and (b) with respect to the remaining number of Shares held by the applicable Stockholder, if any, 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. As an example, for the sake of clarity, if a Stockholder owns one hundred
(100) Shares immediately following the Closing, excluding any PIPE Investment Shares, and such Stockholder purchases ten (10) PIPE Investment
Shares, the number of shares subject to the 180 day lock-up period shall be 50 Shares, calculated by multiplying the amount of PIPE Investment
Shares purchased by the Stockholder by 5. The 10 PIPE Investment Shares purchased by the Stockholder would not be subject to this Letter
Agreement, and the Stockholder’s remaining 50 Shares would be subject to the 365 day lock-up period.


 






     


     


    

 


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.


 


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.


 






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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.


 


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 and 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]


 




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	 	By:	 
	 	Name:  	 
	 	Title:	 


 


[Signature
Page to Lock-up Letter Agreement]


 




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[Signature
Page to Lock-up Letter Agreement]


 


 


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