FTAC Zeus Acquisition Corp Watch

from 8-K 5 pages Promissory Note

from 8-K 3 pages Ftac Zeus Acquisition Corp. 2929 Arch Street, Suite 1703 Philadelphia, Pa 19104 November 18, 2021

from 8-K 8 pages Unit Subscription Agreement

from 8-K 16 pages Registration Rights Agreement

from 8-K 12 pages Investment Management Trust Agreement

from 8-K 9 pages This Letter (“Letter Agreement”) Is Being Delivered to You in Accordance With the Underwriting Agreement (The “Underwriting Agreement”) Entered Into, or Proposed to Be Entered Into, by and Among Ftac Zeus Acquisition Corp., a Delaware Corporation (The “Company”), and Citigroup Global Markets Inc., as the Representative of the Underwriters (The “Underwriters”), Relating to an Underwritten Initial Public Offering (The “Offering”), of Up to 40,250,000 of the Company’s Units (The “Units”), Each Comprised of One Share of the Company’s Class a Common Stock, Par Value $0.0001 Per Share (The “Common Stock”), and One Half of One Warrant, Each Whole Warrant Exercisable for One Share of Common Stock (Each, a “Warrant”). the Units Sold in the Offering Will Be Registered Under the Securities Act of 1933, as Amended (The “Securities Act”), Pursuant to a Registration Statement on Form S-1 and Prospectus (The “Prospectus”) Filed by the Company With the Securities and Exchange Commission (The “Commission”). the Company Expects That the Units Will Be Listed for Trading on the NASDAQ Global Market. Certain Capitalized Terms Used Herein Are Defined in Paragraph 16 Hereof. the Insiders Signatory Hereto Hereby Agree With the Company as Follows

from S-1/A 9 pages 3 Columbus Circle, 24th Floor New York, New York 10019 Confidential October [--], 2021 Ryan M. Gilbert President and Chief Executive Officer C/O Ftac Zeus Acquisition Corp. 2929 Arch Street, Suite 1703 Philadelphia, Pa 19104 Re: Engagement of Services · Evaluating the Feasibility of Client Pursuing a Potential Spac Ipo Transaction, Including Evaluation of Current Spac Market Conditions, Advising on Client’s Sponsor Promote Structure and Terms, and Counseling Client as to Strategy and Tactics for a Potential Transaction; · Strategic Advice and Guidance With Respect to Fee and Economics Recommendations;

from S-1/A 3 pages Ftac Zeus Acquisition Corp. 2929 Arch Street, Suite 1703 Philadelphia, Pa 19104 , 2021

from S-1/A 2 pages Second Amendment to Promissory Note

from S-1/A 9 pages This Letter (“Letter Agreement”) Is Being Delivered to You in Accordance With the Underwriting Agreement (The “Underwriting Agreement”) Entered Into, or Proposed to Be Entered Into, by and Among Ftac Zeus Acquisition Corp., a Delaware Corporation (The “Company”), and Citigroup Global Markets Inc., as the Representative of the Underwriters (The “Underwriters”), Relating to an Underwritten Initial Public Offering (The “Offering”), of Up to 34,500,000 of the Company’s Units (The “Units”), Each Comprised of One Share of the Company’s Class a Common Stock, Par Value $0.0001 Per Share (The “Common Stock”), and One Half of One Warrant, Each Whole Warrant Exercisable for One Share of Common Stock (Each, a “Warrant”). the Units Sold in the Offering Will Be Registered Under the Securities Act of 1933, as Amended (The “Securities Act”), Pursuant to a Registration Statement on Form S-1 and Prospectus (The “Prospectus”) Filed by the Company With the Securities and Exchange Commission (The “Commission”). the Company Expects That the Units Will Be Listed for Trading on the NASDAQ Global Market. Certain Capitalized Terms Used Herein Are Defined in Paragraph 16 Hereof. the Insiders Signatory Hereto Hereby Agree With the Company as Follows

from S-1/A 8 pages Unit Subscription Agreement

from S-1/A 16 pages Registration Rights Agreement

from S-1/A 14 pages Investment Management Trust Agreement

from S-1/A 9 pages This Letter (“Letter Agreement”) Is Being Delivered to You in Accordance With the Underwriting Agreement (The “Underwriting Agreement”) Entered Into, or Proposed to Be Entered Into, by and Among Ftac Zeus Acquisition Corp., a Delaware Corporation (The “Company”), and Citigroup Global Markets Inc., as the Representative of the Underwriters (The “Underwriters”), Relating to an Underwritten Initial Public Offering (The “Offering”), of Up to 44,000,000 of the Company’s Units (The “Units”), Each Comprised of One Share of the Company’s Class a Common Stock, Par Value $0.0001 Per Share (The “Common Stock”), and One Fourth of One Warrant, Each Whole Warrant Exercisable for One Share of Common Stock (Each, a “Warrant”). the Units Sold in the Offering Will Be Registered Under the Securities Act of 1933, as Amended (The “Securities Act”), Pursuant to a Registration Statement on Form S-1 and Prospectus (The “Prospectus”) Filed by the Company With the Securities and Exchange Commission (The “Commission”). the Company Expects That the Units Will Be Listed for Trading on the NASDAQ Capital Market. Certain Capitalized Terms Used Herein Are Defined in Paragraph 16 Hereof. the Insiders Signatory Hereto Hereby Agree With the Company as Follows

from S-1/A 16 pages Registration Rights Agreement

from S-1/A 8 pages Confidential , 2021

from S-1/A 3 pages Ftac Zeus Acquisition Corp. 2929 Arch Street, Suite 1703 Philadelphia, Pa 19104 , 2021

from S-1/A 2 pages Signature Page to First Amendment to Promissory Note

from S-1/A 15 pages Indemnity Agreement

from S-1/A 9 pages This Letter (“Letter Agreement”) Is Being Delivered to You in Accordance With the Underwriting Agreement (The “Underwriting Agreement”) Entered Into, or Proposed to Be Entered Into, by and Among Ftac Zeus Acquisition Corp., a Delaware Corporation (The “Company”), and Citigroup Global Markets Inc., as the Representative of the Underwriters (The “Underwriters”), Relating to an Underwritten Initial Public Offering (The “Offering”), of Up to 44,000,000 of the Company’s Units (The “Units”), Each Comprised of One Share of the Company’s Class a Common Stock, Par Value $0.0001 Per Share (The “Common Stock”), and One Fourth of One Warrant, Each Whole Warrant Exercisable for One Share of Common Stock (Each, a “Warrant”). the Units Sold in the Offering Will Be Registered Under the Securities Act of 1933, as Amended (The “Securities Act”), Pursuant to a Registration Statement on Form S-1 and Prospectus (The “Prospectus”) Filed by the Company With the Securities and Exchange Commission (The “Commission”). the Company Expects That the Units Will Be Listed for Trading on the NASDAQ Capital Market. Certain Capitalized Terms Used Herein Are Defined in Paragraph 16 Hereof. the Insiders Signatory Hereto Hereby Agree With the Company as Follows