WARRANT AGREEMENT between FTAC EMERALD ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated , 2021Warrant Agreement • November 22nd, 2021 • FTAC Emerald Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of __________, 2021, is by and between FTAC Emerald Acquisition Corp., a Delaware corporation (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”).
INDEMNITY AGREEMENTIndemnification Agreement • November 22nd, 2021 • FTAC Emerald Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [_____________], 2021, by and between FTAC EMERALD ACQUISITION CORP., a Delaware corporation (the “Company”), and the person executing this Agreement identified on the signature page hereto (“Indemnitee”).
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • November 22nd, 2021 • FTAC Emerald Acquisition Corp. • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the day of , 2021, by and between FTAC Emerald Acquisition Corp., a Delaware corporation (the “Company”), having its principal place of business at 2929 Arch Street, Suite 1703, Philadelphia, PA 19104, and Emerald ESG Sponsor, LLC, a Delaware limited liability company (“Subscriber”).
FTAC Emerald Acquisition Corp. 2929 Arch Street, Suite 1703 Philadelphia, PA 19104-2870 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • November 22nd, 2021 • FTAC Emerald Acquisition Corp. • Blank checks
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 Emerald Acquisition Corp., a Delaware corporation (the “Company”), and Goldman Sachs & Co. LLC (the “Underwriters”), relating to an underwritten initial public offering (the “Offering”), of up to 25,300,000 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
WARRANT AGREEMENT between EMERALD ESG ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated , 2021Warrant Agreement • October 21st, 2021 • Emerald ESG Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of __________, 2021, is by and between Emerald ESG Acquisition Corp., a Delaware corporation (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”).
Emerald ESG Acquisition Corp. Philadelphia, PA 19104Securities Subscription Agreement • November 22nd, 2021 • FTAC Emerald Acquisition Corp. • Blank checks • New York
This agreement (the “Agreement”) is entered into on June 2, 2021 by and between Emerald ESG Sponsor, LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Emerald ESG Acquisition Corp., a Delaware corporation (the “Company”, “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 7,992,750 shares (the “Shares”) of Class B common stock, $0.0001 par value per share (the “Class B Common Stock”) up to 1,032,750 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units of the Company (the “Units”), do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 22nd, 2021 • FTAC Emerald Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of , 2021, is made and entered into by and among each of FTAC Emerald Acquisition Corp., a Delaware corporation (the “Company”), Emerald ESG Sponsor, LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned parties listed on the signature page hereto (each such party, together with the Sponsor 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 22nd, 2021 • FTAC Emerald Acquisition Corp. • Blank checks • New York
NON-REDEMPTION AGREEMENTNon-Redemption Agreement • January 4th, 2024 • FTAC Emerald Acquisition Corp. • Blank checks • New York
This Non-Redemption Agreement (this “Agreement”) is entered into as of January [●], 2024, by and among FTAC Emerald Acquisition Corp., a Delaware corporation (“SPAC”), and the undersigned investor (“Investor”).
AGREEMENT AND PLAN OF MERGER by and among FOLD, INC., FTAC EMERALD ACQUISITION CORP. and EMLD MERGER SUB INC. Dated as of July 24, 2024Merger Agreement • July 25th, 2024 • FTAC Emerald Acquisition Corp. • Blank checks • Delaware
This AGREEMENT AND PLAN OF MERGER (including the exhibits and schedules hereto, this “Agreement”), dated as of July 24, 2024, is entered into by and among Fold, Inc., a Delaware corporation (the “Company”), FTAC Emerald Acquisition Corp., a Delaware corporation (“Parent”), and EMLD Merger Sub Inc., a Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”, and together with the Company and Parent, the “Parties” and each, a “Party”). Except as otherwise indicated, capitalized terms used but not defined herein shall have the meanings set forth in Exhibit A of this Agreement.
FTAC EMERALD ACQUISITION CORP. 22,000,000 Units Underwriting AgreementUnderwriting Agreement • November 22nd, 2021 • FTAC Emerald Acquisition Corp. • Blank checks • New York
FTAC Emerald Acquisition Corp., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to Goldman Sachs & Co. LLC (the “Underwriter”) an aggregate of 22,000,000 units (the “Firm Units”) of the Company and, at the election of the Underwriter, up to 3,300,000 additional units, if any (the “Optional Units,” the Optional Units, together with the Firm Units, that the Underwriter elect to purchase pursuant to Section 2 hereof being collectively called the “Units”).
SUBSCRIPTION AGREEMENTSubscription Agreement • January 8th, 2024 • FTAC Emerald Acquisition Corp. • Blank checks • Delaware
THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is made and entered into effectively as of January 3, 2024 (the “Effective Date”), by, between and among Polar Multi-Strategy Master Fund (the “Investor”), FTAC Emerald Acquisition Corp. a Delaware corporation (“SPAC”), and Emerald ESG Sponsor LLC, a Delaware limited liability company (“ESG Sponsor”), Emerald ESG Advisors, LLC, a Delaware limited liability company (“ESG Advisors”) and Emerald ESG Funding, LLC, a Delaware limited liability company (“ESG Funding”) and, solely for the purposes of Section 1.5.2, Cohen Circle, LLC (“Cohen”). Collectively, ESG Sponsor, ESG Advisors and ESG Funding are referred to in this Agreement as the “Sponsors”. Investor, SPAC and Sponsors are referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
SUPPORT AGREEMENTSupport Agreement • July 25th, 2024 • FTAC Emerald Acquisition Corp. • Blank checks • Delaware
This Support Agreement (this “Agreement”) is made as of July 24, 2024, by and among (i) FTAC Emerald Acquisition Corp., a Delaware corporation (“Emerald”), (ii) Emerald ESG Sponsor, LLC, a Delaware limited liability company (“EMLD Sponsor”), and Emerald ESG Advisors, LLC, a Delaware limited liability company (“Advisors” and together with EMLD Sponsor, the “Sponsors”), (iii) Fold, Inc., a Delaware corporation (the “Company”), and (iv) the undersigned equity holders of the Company comprising the Requisite Company Stockholders (as defined in the Merger Agreement, as defined below) (together, the “Supporting Holders” and, together with the Sponsors, the “Voting Parties” and each a “Voting Party”).
FTAC EMERALD ACQUISITION CORP.Administrative Services Agreement • November 22nd, 2021 • FTAC Emerald Acquisition Corp. • Blank checks • Pennsylvania
AMENDMENT NO. 3 TO INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 18th, 2024 • FTAC Emerald Acquisition Corp. • Finance services • New York
THIS AMENDMENT NO. 3 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of December 17, 2024, by and between FTAC Emerald Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in the Original Agreement (as defined below).
AMENDMENT NO. 2 TO INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 22nd, 2024 • FTAC Emerald Acquisition Corp. • Blank checks • New York
THIS AMENDMENT NO. 2 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of January 19, 2024, by and between FTAC Emerald Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in the Original Agreement (as defined below).
AMENDMENT NO. 1 TO INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 25th, 2023 • FTAC Emerald Acquisition Corp. • Blank checks • New York
THIS AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of September 19, 2023, by and between FTAC Emerald Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in the Original Agreement (as defined below).
FIRST AMENDMENT TO PROMISSORY NOTEPromissory Note • October 16th, 2023 • FTAC Emerald Acquisition Corp. • Blank checks
THIS FIRST AMENDMENT TO PROMISSORY NOTE (this “Amendment”) is dated as of the 16th day of October, 2023 and is made by and between FTAC Emerald Acquisition Corp. (the “Maker”) and Emerald ESG Sponsor, LLC (the “Payee”).
SPONSOR SHARE RESTRICTION AGREEMENTSponsor Share Restriction Agreement • July 25th, 2024 • FTAC Emerald Acquisition Corp. • Blank checks • Delaware
This SPONSOR SHARE RESTRICTION AGREEMENT (this “Agreement”) is dated as of July 24, 2024, by and among FTAC Emerald Acquisition Corp., a Delaware corporation (“Parent”), Emerald ESG Sponsor, LLC, a Delaware limited liability company (“EMLD Sponsor”), and Emerald ESG Advisors, LLC, a Delaware limited liability company (“Advisors” and together with EMLD Sponsor, the “Sponsors”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
