0001213900-21-014325 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 9th, 2021 • FTAC Hera Acquisition Corp. • Blank checks • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 3, 2021, is made and entered into by and among FTAC Hera Acquisition Corp., a Cayman Islands exempted company (the “Company”), FTAC Hera Sponsor, LLC, a Delaware limited liability company and FTAC Hera Advisors, LLC (each a “Sponsor”, and collectively, the “Sponsors”), and the undersigned parties listed on the signature page hereto (each such party, together with the Sponsors and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).

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FTAC Hera Acquisition Corp. 80,000,000 Units1 Ordinary Shares Warrants UNDERWRITING AGREEMENT
Underwriting Agreement • March 9th, 2021 • FTAC Hera Acquisition Corp. • Blank checks • New York

FTAC Hera Acquisition Corp., a Cayman Islands exempted company (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, 80,000,000 units (“Units”) of the Company (said Units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase from the Company up to 12,000,000 additional units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as the Underwriters, and the term Underwriters shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise

INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • March 9th, 2021 • FTAC Hera Acquisition Corp. • Blank checks • New York

This Investment Management Trust Agreement (this “Agreement”) is made effective as of March 3, 2021 by and between FTAC Hera Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).

March 3, 2021
Letter Agreement • March 9th, 2021 • FTAC Hera Acquisition Corp. • Blank checks

This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among FTAC Hera Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, as representatives (the “Representatives”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 92,000,000 of the Company’s units (including up to 12,000,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”), and one-fourth of one warrant. Each whole Warrant (each, a “Warrant”) entitles the holder thereof to purchase one Ordinary Share. The Units shall be sold in the Public Offering pursuant to a registration stat

UNIT SUBSCRIPTION AGREEMENT
Unit Subscription Agreement • March 9th, 2021 • FTAC Hera Acquisition Corp. • Blank checks • New York

This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the 3rd day of March 2021, by and between FTAC Hera Acquisition Corp., a Cayman Islands exempted company (the “Company”), having its principal place of business at 2929 Arch Street, Suite 1703, Philadelphia, PA 19104, and FTAC Hera Sponsor, LLC (the “Subscriber”).

WARRANT AGREEMENT between FTAC HERA ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated March 3, 2021
Warrant Agreement • March 9th, 2021 • FTAC Hera Acquisition Corp. • Blank checks • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated as of March 3, 2021, is by and between FTAC Hera 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”).

PURCHASE AGREEMENT
Purchase Agreement • March 9th, 2021 • FTAC Hera Acquisition Corp. • Blank checks • New York

THIS PURCHASE AGREEMENT (this “Agreement”), is dated as of March 3, 2021, by and among FTAC HERA ACQUISITION CORP., a Cayman Islands exempted company (the “Company”), FTAC HERA ADVISORS, LLC, a Delaware limited liability company (the “Sponsor”), and certain funds and accounts managed by Millennium Management LLC (“Subscriber”).

FTAC HERA ACQUISITION CORP.
FTAC Hera Acquisition Corp. • March 9th, 2021 • Blank checks • Pennsylvania

This letter agreement by and between FTAC Hera Acquisition Corp., a Cayman Islands exempted company (the “Company”) and FTAC Hera 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 Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. 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”):

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