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
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
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”).
FTAC EMERALD ACQUISITION CORP.Administrative Services Agreement • November 22nd, 2021 • FTAC Emerald Acquisition Corp. • Blank checks • Pennsylvania
