Exhibit 10.2


 


REGISTRATION RIGHTS AGREEMENT


 


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”).


 


RECITALS


 


WHEREAS, the Company
has issued the Sponsor an aggregate of 8,763,333 shares (the “Founder Shares”) of the Company’s Class B
common stock, $0.0001 par value per share (the “Class B Common Stock”), of which an aggregate of 1,133,333
Founder Shares are subject to forfeiture to the extent that the underwriters of the Company’s initial public offering (the “IPO”)
do not exercise their overallotment option in full;


 


WHEREAS, the Founder
Shares are convertible into shares of the Company’s Class A common stock, par value $0.0001 per share (the “Common
Stock”), on the terms and conditions provided in the Company’s amended and restated certificate of incorporation;


 


WHEREAS, the Sponsor
has entered into a unit subscription agreement with the Company (the “Placement Unit Subscription Agreement”),
pursuant to which the Sponsor has agreed to purchase up to 990,000 units of the Company (each, a “Placement Unit”
and collectively, the “Placement Units”) of which 100,000 Placement Units are subject to forfeiture to the extent
that the underwriters of the Company’s IPO do not exercise their overallotment option in full, each Placement Unit consisting of
one share of Common Stock (each, a “Placement Share” and collectively, the “Placement Shares”)
and one half of one warrant to purchase one share of Common Stock (each, a “Placement Warrant” and collectively,
the “Placement Warrants”) in a private placement transaction (the “Private Placement”)
occurring simultaneously with the closing of the IPO;


 


WHEREAS, in order to
finance transaction costs in connection with an intended initial business combination, the Sponsor, an affiliate of the Sponsor or certain
of the Company’s officers and directors may loan to the Company funds as the Company may require, of which up to $2,000,000 of such
loans may be convertible into units, each unit consisting of one share of Common Stock and one half of one warrant to purchase one share
of Common Stock (“Working Capital Units”) at a price of $10.00 per unit; and


 


WHEREAS, the Company
and the Holders desire to enter into this Agreement, pursuant to which the Company shall grant the Holders certain registration rights
with respect to certain securities of the Company, as set forth in this Agreement.


 


NOW, THEREFORE,
in consideration of the representations, covenants and agreements contained herein, and certain other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:


 


ARTICLE I


DEFINITIONS


 


1.1 Definitions. The
terms defined in this Article I shall, for all purposes of this Agreement, have the respective meanings set forth below:


 


“Adverse Disclosure”
shall mean any public disclosure of material non-public information, which disclosure, in the good faith judgment of the Board or the
Chairman, Chief Executive Officer or principal financial officer of the Company (i) would be required to be made in any Registration
Statement or Prospectus in order for the applicable Registration Statement or Prospectus not to contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements contained therein (in the case of any Prospectus and any preliminary
Prospectus, in the light of the circumstances under which they were made) not misleading, (ii) would not be required to be made at
such time if the Registration Statement were not being filed, and (iii) the Company has a bona fide business purpose for not making
such information public.


 






     


     


    

 


“Agreement”
shall have the meaning given in the Preamble.


 


“Board”
shall mean the Board of Directors of the Company.


 


“Business Combination”
means any merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business transaction with one or
more businesses involving the Company.


 


“Business Day”
means any day, other than a Saturday or a Sunday, that is neither a legal holiday nor a day on which banking institutions are generally
authorized or required by law or regulation to close in the City of New York, New York.


 


“Commission”
shall mean the Securities and Exchange Commission.


 


“Common Stock”
shall have the meaning given in the Recitals hereto.


 


“Company”
shall have the meaning given in the Preamble.


 


“Demand Registration”
shall have the meaning given in subsection 2.1.1.


 


“Demanding Holders”
shall have the meaning given in subsection 2.1.1.


 


“Exchange Act”
shall mean the Securities Exchange Act of 1934, as it may be amended from time to time.


 


“Form S-1”
shall have the meaning given in subsection 2.1.1.


 


“Form S-3”
shall have the meaning given in subsection 2.3.


 


“Founder Lock-up
Period” shall mean, with respect to the Founder Shares, the period ending (x)(a) with respect to 25% of such shares,
upon consummation of the initial Business Combination, (b) with respect to 25% of such shares, when the closing price of the Common
Stock exceeds $12.00 per share for any 20 trading days within a 30-trading day period following the consummation of the initial Business
Combination, (c) with respect to 25% of such shares, when the closing price of the Common Stock exceeds $13.50 per share for any
20 trading days within a 30-trading day period following the consummation of the initial Business Combination, and (d) with respect
to 25% of such shares, when the closing price of the Common Stock exceeds $15.00 per share for any 20 trading days within a 30-trading
day period following the consummation of the initial Business Combination or earlier, in any case, if, following a Business Combination,
we complete a liquidation, merger, stock exchange or other similar transaction that results in all of our public stockholders having the
right to exchange their shares of the Common Stock for cash, securities or other property.


 


“Founder Shares”
shall have the meaning given in the Recitals hereto.


 


“Holders”
shall have the meaning given in the Preamble.


 


“IPO”
shall have meaning set forth in the Recitals hereto.


 


“Letter Agreement”
shall mean the letter agreement by and among the Company, the Company’s officers and directors and the Sponsor.


 


“Maximum Number
of Securities” shall have the meaning given in subsection 2.1.4.


 


“Misstatement”
shall mean an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration Statement,
preliminary Prospectus or Prospectus, or necessary to make the statements in a Registration Statement, preliminary Prospectus or Prospectus,
in light of the circumstances under which they were made, not misleading.


 






     


     


    

 


“Permitted Transferees”
shall mean any person or entity to whom a Holder of Registrable Securities is permitted to transfer such Registrable Securities prior
to the expiration of the Founder Lock-up Period or Placement Unit Lock-up Period, as the case may be, under the Letter Agreement and any
other applicable agreement between such Holder and the Company, and to any transferee thereafter.


 


“Piggy-back Registration”
shall have the meaning given in Section 2.2.1.


 


“Placement Share”
or “Placement Shares” shall have the meaning given in the Recitals hereto.


 


“Placement Unit
Lock-up Period” shall mean, with respect to the Placement Units, Placement Shares, Placement Warrants and any of the shares
of Common Stock issued or issuable upon the exercise of such Placement Warrants, a period terminating 30 days after the consummation of
a Business Combination, subject to certain exceptions set forth in the Letter Agreement.


 


“Placement Unit”
or “Placement Units” shall have the meaning given in the Recitals hereto.


 


“Placement Warrant”
or “Placement Warrants” shall have the meaning given in the Recitals hereto.


 


“Private Placement”
shall have the meaning given in the Recitals hereto.


 


“Pro Rata”
shall have the meaning given in Section 2.1.4.


 


“Prospectus”
shall mean the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended
by any and all post-effective amendments and including all materials incorporated by reference in such prospectus.


 


“Prospectus Date”
shall mean the date of the final Prospectus filed with the Commission and relating to the IPO.


 


“Registrable Security”
shall mean (a) the shares of Common Stock issued or issuable upon the conversion of any Founder Shares, (b) the Placement Warrants
(including any shares of Common Stock issued or issuable upon the exercise of any such Placement Warrants), (c) the Placement Shares,
(d) any outstanding shares of Common Stock or any other equity security (including the Common Stock issued or issuable upon the exercise
of any other equity security) held by a Holder as of the date of this Agreement, (e) any equity securities (including the shares
of Common Stock issued or issuable upon the exercise of any such equity security) of the Company issuable upon conversion of any working
capital loans in an amount up to $2,000,000 made to the Company by a Holder (including the Working Capital Units and any shares of Common
Stock issuable upon the exercise of the warrants included in the Working Capital Units), and (f) any other equity security of the
Company issued or issuable with respect to any such shares of Common Stock by way of a stock dividend or stock split or in connection
with a combination of stock, acquisition, recapitalization, consolidation, reorganization, stock exchange, stock reconstruction and amalgamation
or contractual control arrangement with, purchasing all or substantially all of the assets of, or engagement in any other similar transaction;
provided, however, that, as to any particular Registrable Security, such securities shall cease to be Registrable Securities
when: (i) if a Registration Statement with respect to the sale of such securities shall have become effective under the Securities
Act, at the earlier of (A) one year following the date the Registration Statement is declared effective or (B) the date that
such securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (ii) such
securities may otherwise be transferred, new certificates for such securities not bearing a legend restricting further transfer shall
have been delivered by the Company and subsequent public distribution of such securities shall not require registration under the Securities
Act; (iii) such securities shall have ceased to be outstanding; or (iv) such securities have been sold to, or through, a broker,
dealer or underwriter in a public distribution or other public securities transaction.


 






     


     


    

 


“Registration”
shall mean a registration effected by preparing and filing a Registration Statement or similar document in compliance with the requirements
of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such Registration Statement becoming
effective.


 


“Registration
Expenses” shall mean the out-of-pocket expenses of a Registration, including, without limitation, the following:


 


(A) all registration
and filing fees (including fees with respect to filings required to be made with the Financial Industry Regulatory Authority and any securities
exchange on which the Common Stock is then listed);


 


(B) fees and expenses
of compliance with securities or blue sky laws (including reasonable fees and disbursements of counsel for the Underwriters in connection
with blue sky qualifications of Registrable Securities);


 


(C) printing, messenger,
telephone and delivery expenses;


 


(D) reasonable fees and
disbursements of counsel for the Company; and


 


(E) reasonable fees and
disbursements of all independent registered public accountants of the Company incurred specifically in connection with such Registration.


 


“Registration
Statement” shall mean any registration statement that covers the Registrable Securities pursuant to the provisions of this
Agreement, including the Prospectus included in such registration statement, amendments (including post-effective amendments) and supplements
to such registration statement, and all exhibits to and all materials incorporated by reference in such registration statement.


 


“Requesting Holder”
shall have the meaning given in subsection 2.1.1.


 


“Securities Act”
shall mean the Securities Act of 1933, as amended from time to time.


 


“Sponsor”
shall have the meaning given in the Preamble.


 


“Underwriter”
shall mean a securities dealer who purchases any Registrable Securities as principal in an Underwritten Offering and not as part of such
dealer’s market-making activities.


 


“Underwritten
Registration” or “Underwritten Offering” shall mean a Registration in which securities of the
Company are sold to an Underwriter in a firm commitment underwriting for distribution to the public.


 


“Working Capital
Units” shall have the meaning given in the Recitals hereto.


 






     


     


    

 


ARTICLE II


REGISTRATIONS


 


2.1 Demand Registration.



 


2.1.1 Request for
Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at any time and from time to
time on or after the date the Company consummates the Business Combination, the Holders of a majority-in-interest of the then outstanding
number of Registrable Securities (the “Demanding Holders”), may make a written demand for Registration under
the Securities Act of all or part of their Registrable Securities, which written demand shall describe the amount and type of securities
to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand
Registration”). The Company shall, within ten (10) days of the Company’s receipt of the Demand Registration,
notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter
wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each
such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting
Holder”) shall so notify the Company, in writing, within five (5) Business Days after the receipt by the Holder
of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company,
such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand
Registration and the Company shall, not more than forty five (45) days after the Company’s receipt of the Demand Registration, file
a Registration Statement on Form S-1 or any similar long-form registration statement that may be available at that time (“Form S-1”)
with respect to all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such the Demand Registration,
and shall use its reasonable best efforts to cause such Registration Statement to be declared effective by the Commission as soon as practicable
thereafter; provided, however, that the Company may use a Registration Statement on Form S-3 or any successor
form thereto if the Company would qualify to use such form within 30 days after the date on which the initial demand request is given
and the Company shall not be required to file such Registration Statement until it is so qualified. Under no circumstances shall
the Company be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration under this
subsection 2.1.1 with respect to any or all Registrable Securities; provided, however, that a Registration shall
not be counted for such purposes unless a Registration Statement has become effective and all of the Registrable Securities requested
by the Requesting Holders to be registered on behalf of the Requesting Holders in such Demand Registration have been sold in accordance
with Section 3.1 of this Agreement.


 


2.1.2 Effective
Registration. Notwithstanding the provisions of subsection 2.1.1 above or any other part of this Agreement, a Registration
pursuant to a Demand Registration shall not count as a Registration unless and until (i) the Registration Statement filed with the
Commission with respect to a Registration pursuant to a Demand Registration has been declared effective by the Commission and (ii) the
Company has complied with all of its obligations under this Agreement with respect thereto; provided, however, that if after
such Registration Statement has been declared effective, an offering of Registrable Securities in a Registration pursuant to a Demand
Registration is subsequently interfered with by any stop order or injunction of the Commission, federal or state court or any other governmental
agency the Registration Statement with respect to such Registration shall be deemed not to have been declared effective, unless and until,
(x) such stop order or injunction is removed, rescinded or otherwise terminated, and (y) a majority-in-interest of the Demanding
Holders initiating such Demand Registration thereafter affirmatively elect to continue with such Registration and accordingly notify the
Company in writing, but in no event later than five (5) days, of such election; and, provided, further, that the Company
shall not be obligated or required to file another Registration Statement until the Registration Statement that has been previously filed
with respect to a Registration pursuant to a Demand Registration becomes effective or is subsequently terminated.


 


2.1.3 Underwritten
Offering. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, if a majority-in-interest of the
Demanding Holders so advise the Company as part of their Demand Registration that the offering of the Registrable Securities pursuant
to such Demand Registration shall be in the form of an Underwritten Offering, then the right of such Demanding Holder or Requesting Holder
(if any) to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such
Underwritten Offering and the inclusion of such Holder’s Registrable Securities in such Underwritten Offering to the extent provided
herein. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection
2.1.3 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering
by a majority-in-interest of the Demanding Holders initiating the Demand Registration.


 


2.1.4 Reduction
of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Demand Registration,
in good faith, advises the Company, the Demanding Holders and the Requesting Holders (if any) in writing that the dollar amount or number
of Registrable Securities that the Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all other
shares of Common Stock or other equity securities that the Company desires to sell and the shares of Common Stock, if any, as to which
a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by any other stockholders
who desire to sell, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the Underwritten Offering
without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering
(such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum Number of Securities”),
then the Company shall include in such Underwritten Offering, as follows: (i) first, the Registrable Securities of the Demanding
Holders and the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that each Demanding Holder
and Requesting Holder (if any) has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities
that the Demanding Holders and Requesting Holders have collectively requested be included in such Underwritten Registration (such proportion
is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of Securities; (ii) second,
to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the shares of Common Stock or
other equity securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Securities; (iii) third,
to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Registrable
Securities of Holders (Pro Rata, based on the respective number of Registrable Securities that each Holder has so requested) exercising
their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof, which can be sold without exceeding
the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under
the foregoing clauses (i), (ii) and (iii), the shares of Common Stock or other equity securities of other persons or entities
that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and
that can be sold without exceeding the Maximum Number of Securities.


 






     


     


    

 


2.1.5 Demand Registration
Withdrawal. A majority-in-interest of the Demanding Holders initiating a Demand Registration or a majority-in-interest of the Requesting
Holders (if any), pursuant to a Registration under subsection 2.1.1 shall have the right in their sole discretion to withdraw from
a Registration pursuant to such Demand Registration upon written notification to the Company and the Underwriter or Underwriters (if any)
of their intention to withdraw from such Registration prior to the effectiveness of the Registration Statement filed with the Commission
with respect to the Registration of their Registrable Securities pursuant to such Demand Registration. Notwithstanding anything to the
contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Registration
pursuant to a Demand Registration prior to its withdrawal under this subsection 2.1.5.


 


2.2 Piggy-back
Registration.


 


2.2.1 Piggy-back
Rights. If, at any time on or after the date the Company consummates a Business Combination, the Company proposes to file a Registration
Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or
exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of the Company (or by
the Company and by the stockholders of the Company including, without limitation, pursuant to Section 2.1 hereof), other than
a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange
offer, as part of a merger, consolidation or similar transaction or for an offering of securities solely to the Company’s existing
stockholders, (iii) for an offering of debt that is convertible into equity securities of the Company, or (iv) for a dividend
reinvestment plan, then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities
as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration Statement, which notice
shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution,
and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders
of Registrable Securities the opportunity to register the sale of such number of Registrable Securities as such Holders may request in
writing within five (5) Business Days after receipt of such written notice (such Registration a “Piggy-back Registration”).
The Company shall, in good faith, cause such Registrable Securities to be included in such Piggy-back Registration and shall use its best
efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested
by the Holders pursuant to this subsection 2.2.1 to be included in a Piggy-back Registration on the same terms and conditions as
any similar securities of the Company included in such Registration and to permit the sale or other disposition of such Registrable Securities
in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their Registrable Securities
through an Underwritten Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with
the Underwriter(s) selected for such Underwritten Offering by the Company. The Company may postpone or withdraw the filing or the
effectiveness of a Piggyback Registration at any time in its sole discretion.


 


2.2.2 Reduction
of Piggy-back Registration. If the managing Underwriter or Underwriters in an Underwritten Registration that is to be a Piggy-back
Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggy-back Registration
in writing that the dollar amount or number of the shares of Common Stock that the Company desires to sell, taken together with (i) the
shares of Common Stock, if any, as to which Registration has been demanded pursuant to separate written contractual arrangements with
persons or entities other than the Holders of Registrable Securities hereunder, (ii) the Registrable Securities as to which registration
has been requested pursuant to Section 2.2.1 hereof, and (iii) the shares of Common Stock, if any, as to which Registration
has been requested pursuant to separate written contractual piggy-back registration rights of other stockholders of the Company, exceeds
the Maximum Number of Securities, then:


 






     


     


    

 


(a) If the Registration
is undertaken for the Company’s account, the Company shall include in any such Registration (A) first, the shares of Common
Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities;
(B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable
Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof, Pro
Rata, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number
of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock, if any, as to which Registration
has been requested pursuant to written contractual piggy-back registration rights of other stockholders of the Company, which can be sold
without exceeding the Maximum Number of Securities; and


 


(b) If the Registration
is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any
such Registration (A) first, the shares of Common Stock or other equity securities, if any, of such requesting persons or entities,
which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities
has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable
Securities pursuant to subsection 2.2.1, Pro Rata, which can be sold without exceeding the Maximum Number of Securities (C) third,
to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Common
Stock or other equity securities that the Company desires to sell which can be sold without exceeding the Maximum Number of Securities;
and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and
(C), the shares of Common Stock or other equity securities for the account of other persons or entities that the Company is obligated
to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the
Maximum Number of Securities.


 


2.2.3 Piggy-back
Registration Withdrawal. Any Holder of Registrable Securities shall have the right to withdraw from a Piggy-back Registration for
any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of his, her or its intention
to withdraw from such Piggy-back Registration prior to the effectiveness of the Registration Statement filed with the Commission with
respect to such Piggy-back Registration. The Company (in its sole discretion or as the result of a request for withdrawal by persons pursuant
to separate written contractual obligations) may postpone or withdraw the filing or effectiveness of a Piggy-back Registration. Notwithstanding
anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with
the Piggy-back Registration prior to its withdrawal under this subsection 2.2.3.


 


2.2.4 Unlimited
Piggy-back Registration Rights. For purposes of clarity, any Registration effected pursuant to Section 2.2 hereof shall
not be counted as a Registration pursuant to a Demand Registration effected under Section 2.1 hereof; provided, however,
that the rights to demand a Piggy-back Registration under this Section 2.2 shall terminate on the second anniversary of the
consummation of the Business Combination.


 


2.3 Registrations
on Form S-3. Provided that the Company has qualified for the use of a Registration Statement on Form S-3 or any
successor form thereto, any Holder of Registrable Securities may, at any time, and from time to time, request in writing that the Company,
pursuant to Rule 415 under the Securities Act (or any successor rule promulgated thereafter by the Commission), register the
resale of any or all of their Registrable Securities on Form S-3 or any similar short-form Registration Statement that may be available
at such time (“Form S-3”); provided, however, that the Company shall not be obligated to
effect such request through an Underwritten Offering. Within ten (10) days of the Company’s receipt of a written request from
a Holder or Holders of Registrable Securities for a Registration on Form S-3, the Company shall promptly give written notice of the
proposed Registration on Form S-3 to all other Holders of Registrable Securities, and each Holder of Registrable Securities who thereafter
wishes to include all or a portion of such Holder’s Registrable Securities in such Registration on Form S-3 shall so notify
the Company, in writing, within five (5) days after the receipt by the Holder of the notice from the Company. As soon as practicable
thereafter, but not more than thirty (30) days after the Company’s initial receipt of such written request for a Registration
on Form S-3, the Company shall file a Registration Statement on Form S-3 with respect to the Registrable Securities of such
Holder(s) as are specified in such written request, together with all or such portion of Registrable Securities of any other Holder
or Holders joining in such request as are specified in the written notification given by such Holder or Holders, and shall use its reasonable
best efforts to cause such Registration Statement to be declared effective by the Commission as soon as practicable thereafter; provided,
however, that the Company shall not be obligated to effect any such Registration pursuant to Section 2.3 hereof if
(i) a Form S-3 is not available for such offering; or (ii) the Holders of Registrable Securities, together with the Holders
of any other equity securities of the Company entitled to inclusion in such Registration, propose to sell the Registrable Securities and
such other equity securities (if any) at any aggregate price to the public of less than $10,000,000. The rights to demand Registration
on Form S-3 under this Section 2.3 shall terminate on the third anniversary of the Business Combination.


 






     


     


    

 


2.4 Restrictions
on Registration Rights. The Company shall not be obligated to effect any Demand Registration within 180 days after the effective
date of a previous Demand Registration or a previous Piggy-back Registration in which holders of Registrable Securities
were permitted to register, and actually sold, 75% of the Registrable Securities requested to be included therein. The Company may postpone
for up to 120 days the filing or effectiveness of (A) a Registration Statement for a Demand Registration if the Holders
have requested an Underwritten Registration and the Company and the Holders are unable to obtain the commitment of underwriters to firmly
underwrite the offer, or (B) a Registration Statement for a Demand Registration or a Registration on Form S-3 if the Registration
Statement is required under applicable law, rule or regulation to contain (i) financial statements that are unavailable to the
Company for reasons beyond the Company’s control, (ii) audited financial statements as of a date other than the Company’s
fiscal year end (unless the Holders requesting Registration agree to pay the reasonable expenses of this audit), (iii) pro
forma financial statements that are required to be included in a registration statement, or if the Board determines in
its reasonable good faith judgment that such Demand Registration would (x) materially interfere with a significant acquisition,
corporate organization or other similar transaction involving the Company, (y) require the Company to make an Adverse Disclosure
or (z) render the Company unable to comply with requirements under the Securities Act or Exchange Act; provided, that
in such event the Holders of a majority-in-interest of the Registrable Securities initiating a Demand Registration shall be
entitled to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one of the
permitted Demand Registrations hereunder and the Company shall pay all Registration Expenses in connection with such Registration.
The Company may delay a Demand Registration hereunder only twice in any period of twelve consecutive months.


 


ARTICLE III


COMPANY PROCEDURES


 


3.1 General Procedures.
If at any time on or after the date the Company consummates a Business Combination the Company is required to effect the Registration
of Registrable Securities, the Company shall use its best efforts to effect such Registration to permit the sale of such Registrable Securities
in accordance with the intended plan of distribution thereof, and pursuant thereto the Company shall:


 


3.1.1 prepare and file
with the Commission a Registration Statement with respect to such Registrable Securities and use its reasonable best efforts to cause
such Registration Statement to become effective and remain effective until all Registrable Securities covered by such Registration Statement
have been sold;


 


3.1.2 prepare and file
with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements to the Prospectus,
as may be requested by any Holder or any Underwriter of Registrable Securities or as may be required by the rules, regulations or instructions
applicable to the registration form used by the Company or by the Securities Act or rules and regulations thereunder to keep the
Registration Statement effective until the earlier of (a) one year following the effective date of the Registration Statement or
(b) until all Registrable Securities covered by such Registration Statement are sold in accordance with the intended plan of distribution
set forth in such Registration Statement or supplement to the Prospectus and either (i) any underwriter overallotment option has
terminated by its terms or (ii) the underwriters have advised the Company that they will not exercise such option or any remaining
portion thereof;


 


3.1.3 furnish without
charge to the Underwriters, if any, and each Holder of Registrable Securities included in such Registration, or such Holders’ legal
counsel, copies of the Prospectus included in such Registration Statement (including each preliminary Prospectus), and each amendment
and supplement thereto (in each case including all exhibits thereto and documents incorporated by reference therein), and such other documents
as the Underwriters and each Holder of Registrable Securities included in such Registration or the legal counsel for any such Holders
may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Holders;


 






     


     


    

 


3.1.4 prior to any
public offering of Registrable Securities, use its best efforts to (i) register or qualify the Registrable Securities covered by
the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States as any Holder
of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may reasonably request
and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with
or approved by such other governmental authorities as may be necessary by virtue of the business and operations of the Company and do
any and all other acts and things that may be reasonably necessary or advisable to enable the Holders of Registrable Securities included
in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however,
that the Company shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required
to qualify or take any action to which it would be subject to general service of process or taxation in any such jurisdiction where it
is not then otherwise so subject;


 


3.1.5 use commercially
reasonable efforts to cause all such Registrable Securities to be listed on each securities exchange or automated quotation system on
which similar securities issued by the Company are then listed;


 


3.1.6 provide a transfer
agent or warrant agent, as applicable, and registrar for all such Registrable Securities no later than the effective date of such Registration
Statement;


 


3.1.7 advise each seller
of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order
by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for such
purpose and promptly use its commercially reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal
if such stop order should be issued;


 


3.1.8 at least five
(5) days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such Registration Statement
or Prospectus or any document that is to be incorporated by reference into such Registration Statement or Prospectus, furnish a copy thereof
to each seller of such Registrable Securities and its counsel, including, without limitation, providing copies promptly upon receipt of
any comment letters received with respect to any such Registration Statement or Prospectus. The Company shall not include the name of
any Holder or any information regarding any Holder in any Registration Statement or Prospectus, any amendment or supplement to such Registration
Statement or Prospectus, any document that is to be incorporated by reference into such Registration Statement or Prospectus, or any response
to any comment letter, without the prior written consent of such Holder and providing each such Holder a reasonable amount of time to
review and comment on such applicable document, which comments the Company shall include unless contrary to applicable law;


 


3.1.9 notify the Holders
at any time when a Prospectus relating to such Registration Statement is required to be delivered under the Securities Act, of the happening
of any event as a result of which the Prospectus included in such Registration Statement, as then in effect, includes a Misstatement,
and then to correct such Misstatement as set forth in Section 3.4 hereof;


 


3.1.10 in the event
of an Underwritten Offering, permit the participating Holders to rely on any “cold comfort” letter from the Company’s
independent registered public accountants provided to the managing Underwriter of such offering;


 


3.1.11 in the event
of an Underwritten Offering, permit the participating Holders to rely on any opinion(s) of counsel representing the Company for the
purposes of such Registration issued to the managing Underwriter of such offering covering legal matters with respect to the Registration;


 


3.1.12 in the event
of any Underwritten Offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with
the managing Underwriter of such offering;


 






     


     


    

 


3.1.13 make available
to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months
beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration Statement
which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder, and which requirement will
be deemed to be satisfied if the Company timely files complete and accurate information on Forms 10-Q, 10-K and 8-K under the Exchange
Act and otherwise complies with Rule 158 under the Securities Act;


 


3.1.14 if the Registration
involves the Registration of Registrable Securities involving gross proceeds in excess of $25,000,000, use its reasonable efforts to make
available senior executives of the Company to participate in customary “road show” presentations that may be reasonably requested
by the Underwriter in any Underwritten Offering; and


 


3.1.15 otherwise, in
good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the Holders, in connection with
such Registration.


 


3.2 Registration
Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the
Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions
and discounts, brokerage fees, Underwriter marketing costs and all fees and expenses of any legal counsel representing the Holders.


 


3.3 Requirements
for Participation in Underwritten Offerings. No person may participate in any Underwritten Offering for equity securities of the Company
pursuant to a Registration initiated by the Company hereunder unless such person (i) agrees to sell such person’s securities
on the basis provided in any underwriting arrangements approved by the Company and (ii) completes and executes all customary questionnaires,
powers of attorney, indemnities, lock-up agreements, underwriting agreements and other customary documents as may be reasonably required
under the terms of such underwriting arrangements.


 


3.4 Suspension
of Sales; Adverse Disclosure. Upon receipt of written notice from the Company that a Registration Statement or Prospectus contains
a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Securities until he, she or it is advised in
writing by the Company that the use of the Prospectus may be resumed and he, she or it has received copies of a supplemented or amended
Prospectus correcting the Misstatement (it being understood that the Company hereby covenants to prepare and file such supplement or amendment
as soon as reasonably practicable after the time of such notice) and, if so directed by the Company, each Holder shall deliver to the
Company (at the Company’s expense) all copies, other than permanent file copies then in such Holder’s possession, of the Prospectus
covering such Registrable Securities at the time of receipt of such notice. If the continued use of a Registration Statement in respect
of any Registration at any time would require the Company to make an Adverse Disclosure, or would require the inclusion in such Registration
Statement of (i) financial statements that are unavailable to the Company for reasons beyond the Company’s control, (ii) audited
financial statements as of a date other than the Company’s fiscal year end (unless the Holders requesting Registration agree
to pay the reasonable expenses of this audit), or (iii) pro forma financial statements that are required to be included in a registration statement,
the Company may, upon giving prompt written notice of such action to the Holders, delay the filing or initial effectiveness of, or suspend
use of, such Registration Statement for no more than 180 days. In the event the Company exercises its rights under the preceding
sentence, the Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating
to any Registration in connection with any sale or offer to sell Registrable Securities. The Company shall immediately notify the Holders
of the expiration of any period during which it exercised its rights under this Section 3.4.


 


3.5 Reporting Obligations.
As long as any Holder shall own Registrable Securities, the Company, at all times while it shall be reporting under the Exchange Act,
covenants to use reasonable best efforts to file timely (or obtain extensions in respect thereof and file within the applicable grace
period) all reports required to be filed by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange
Act and to promptly upon request by a Holder furnish such Holder with true and complete copies of such filings. The Company further covenants
that it shall take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such
Holder to sell shares of Common Stock held by such Holder without registration under the Securities Act within the limitation of the exemptions
provided by Rule 144 promulgated under the Securities Act, including providing any legal opinions. Upon the request of any Holder,
the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such
requirements.


 






     


     


    

 


ARTICLE IV


INDEMNIFICATION AND CONTRIBUTION


 


4.1 Indemnification.


 


4.1.1 The Company agrees
to indemnify, to the extent permitted by law, each Holder of Registrable Securities, its officers and directors and each person who controls
such Holder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and expenses (including reasonable
attorneys’ fees) caused by any untrue or alleged untrue statement of material fact contained in any Registration Statement, Prospectus
or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required
to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are caused by or contained
in any information furnished in writing to the Company by such Holder expressly for use therein. The Company shall indemnify the Underwriters,
their officers and directors and each person who controls such Underwriters (within the meaning of the Securities Act) to the same extent
as provided in the foregoing with respect to the indemnification of the Holder.


 


4.1.2 In connection
with any Registration Statement in which a Holder of Registrable Securities is participating, such Holder shall furnish to the Company
in writing such information and affidavits as the Company reasonably requests for use in connection with any such Registration Statement
or Prospectus and, to the extent permitted by law, shall indemnify the Company, its directors and officers and agents and each person
who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses (including,
without limitation, reasonable attorneys’ fees) resulting from any untrue statement of material fact contained in the Registration
Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission of a material fact required
to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or
omission is contained in any information or affidavit so furnished in writing by such Holder expressly for use therein; provided,
however, that the obligation to indemnify shall be several, not joint and several, among such Holders of Registrable Securities,
and the liability of each such Holder of Registrable Securities shall be in proportion to and limited to the net proceeds received by
such Holder from the sale of Registrable Securities pursuant to such Registration Statement. The Holders of Registrable Securities shall
indemnify the Underwriters, their officers, directors and each person who controls such Underwriters (within the meaning of the Securities
Act) to the same extent as provided in the foregoing with respect to indemnification of the Company.


 


4.1.3 Any person entitled
to indemnification herein shall (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks
indemnification (provided that the failure to give prompt notice shall not impair any person’s right to indemnification hereunder
to the extent such failure has not materially prejudiced the indemnifying party) and (ii) unless in such indemnified party’s
reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit
such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense
is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its
consent (but such consent shall not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not to, assume
the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel (plus local counsel) for all parties
indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict
of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim. No indemnifying
party shall, without the consent of the indemnified party, consent to the entry of any judgment or enter into any settlement which cannot
be settled in all respects by the payment of money (and such money is so paid by the indemnifying party pursuant to the terms of such
settlement) or which settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified
party of a release from all liability in respect to such claim or litigation.


 


4.1.4 The indemnification
provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified
party or any officer, director or controlling person of such indemnified party and shall survive the transfer of securities. The Company
and each Holder of Registrable Securities participating in an offering also agrees to make such provisions as are reasonably requested
by any indemnified party for contribution to such party in the event the Company’s or such Holder’s indemnification is unavailable
for any reason.


 






     


     


    

 


4.1.5 If the indemnification
provided under Section 4.1 hereof from the indemnifying party is unavailable or insufficient to hold harmless an indemnified
party in respect of any losses, claims, damages, liabilities and expenses referred to herein, then the indemnifying party, in lieu of
indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party as a result of such losses,
claims, damages, liabilities and expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party
and the indemnified party, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and indemnified
party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue
statement of a material fact or omission or alleged omission to state a material fact, was made by, or relates to information supplied
by, such indemnifying party or indemnified party, and the indemnifying party’s and indemnified party’s relative intent, knowledge,
access to information and opportunity to correct or prevent such action; provided, however, that the liability of any Holder
under this subsection 4.1.5 shall be limited to the amount of the net proceeds received by such Holder in such offering giving
rise to such liability. The amount paid or payable by a party as a result of the losses or other liabilities referred to above shall be
deemed to include, subject to the limitations set forth in subsections 4.1.1, 4.1.2 and 4.1.3 above, any legal or
other fees, charges or expenses reasonably incurred by such party in connection with any investigation or proceeding. The parties hereto
agree that it would not be just and equitable if contribution pursuant to this subsection 4.1.5 were determined by pro rata allocation
or by any other method of allocation, which does not take account of the equitable considerations referred to in this subsection 4.1.5.
No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled
to contribution pursuant to this subsection 4.1.5 from any person who was not guilty of such fraudulent misrepresentation.


 


ARTICLE V


MISCELLANEOUS


 


5.1 Notices.
Any notice or communication under this Agreement must be in writing and given by (i) deposit in the United States mail, addressed
to the party to be notified, postage prepaid and registered or certified with return receipt requested, (ii) delivery in person or
by courier service providing evidence of delivery, or (iii) transmission by hand delivery, electronic mail or facsimile. Each notice
or communication that is mailed, delivered, or transmitted in the manner described above shall be deemed sufficiently given, served, sent,
and received, in the case of mailed notices, on the third business day following the date on which it is mailed and, in the case of notices
delivered by courier service, hand delivery, electronic mail or facsimile, at such time as it is delivered to the addressee (with the
delivery receipt of the intended recipient or the affidavit of messenger) or at such time as delivery is refused by the addressee upon
presentation. Any notice or communication under this Agreement must be addressed to


 


the Company at:


 


FTAC Emerald Acquisition Corp.


2929 Arch Street, Suite 1703


Philadelphia, PA 19104-2870


Attention: Bracebridge H. Young, Jr.


Email: [•]


 


with a copy to:


 


Reed Smith LLP


599 Lexington Avenue, 22nd
Floor


New York, NY 10022


Attention: Ari Edelman


Email: aedelman@reedsmith.com


Facsimile: (212) 521-5450


 


and to the Holders, at such Holder’s address
referenced in Schedule A.


 






     


     


    

 


Any party may change its address for notice at
any time and from time to time by written notice to the other parties hereto, and such change of address shall become effective thirty
(30) days after delivery of such notice as provided in this Section 5.1.


 


5.2 Assignment;
No Third Party Beneficiaries.


 


5.2.1 This Agreement
and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. Prior
to the expiration of the Founder Lock-up Period or Placement Unit Lock-up Period, as the case may be, no Holder may assign or delegate
his, her or its rights, duties or obligations under this Agreement in whole or in part. Notwithstanding the above, as it applies to the
Registrable Securities, the Holder may transfer such securities during the respective lock-up period to any Permitted Transferee (as such
term is defined in that certain Warrant Agreement between the Company and Continental Stock Transfer & Trust Company) but
only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement and the Letter Agreement.


 


5.2.2 Except as set
forth in subsection 5.2.1 hereof, this Agreement and the rights, duties and obligations of the Holders of Registrable Securities
hereunder may be assigned or delegated by such Holder of Registrable Securities in conjunction with and to the extent of any transfer
of Registrable Securities by any such Holder.


 


5.2.3 This Agreement
and the provisions hereof shall be binding upon and shall inure to the benefit of each of the Holders, the permitted assigns and its successors
and the permitted assigns of the Holders.


 


5.2.4 This Agreement
shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement
and Section 5.2 hereof.


 


5.2.5 No assignment
by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless
and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and
(ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions
of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made
other than as provided in this Section 5.2 shall be null and void.


 


5.3 Counterparts.
This Agreement may be executed in multiple counterparts (including facsimile or PDF counterparts), each of which shall be deemed an original,
and all of which together shall constitute the same instrument, but only one of which need be produced.


 


5.4 Governing Law;
Venue. THE PARTIES EXPRESSLY AGREE THAT THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK,
WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS OF SUCH JURISDICTION. Any legal suit, action or proceeding arising out of or based upon
this Agreement or the transactions contemplated hereby may be instituted in the federal courts of the United States or the courts
of the State of New York in each case located in the city of New York, and each party irrevocably submits to the exclusive jurisdiction
of such courts in any such suit, action or proceeding.


 


5.5 Amendments
and Modifications. Upon the written consent of the Company and the Holders of at least a majority in interest of the then outstanding
Registrable Securities, compliance with any of the provisions, covenants and conditions set forth in this Agreement may be waived, or
any of such provisions, covenants or conditions may be amended or modified; provided, however, that notwithstanding the
foregoing, any amendment hereto or waiver hereof that adversely affects one Holder, solely in its capacity as a holder of the shares of
capital stock of the Company, in a manner that is materially different from the other Holders (in such capacity) shall require the consent
of the Holder so affected. No course of dealing between any Holder or the Company and any other party hereto or any failure or delay on
the part of a Holder or the Company in exercising any rights or remedies under this Agreement shall operate as a waiver of any rights
or remedies of any Holder or the Company. No single or partial exercise of any rights or remedies under this Agreement by a party shall
operate as a waiver or preclude the exercise of any other rights or remedies hereunder or thereunder by such party.


 






     


     


    

 


5.6 Other Registration
Rights. The Company represents and warrants that no person, other than a Holder of Registrable Securities, has any right to require
the Company to register any securities of the Company for sale or to include such securities of the Company in any Registration filed
by the Company for the sale of securities for its own account or for the account of any other person.


 


5.7 Termination.
This Agreement shall terminate upon the earlier of (i) the fifth anniversary of the date of this Agreement or (ii) the date
as of which (A) all of the Registrable Securities have either been sold pursuant to a Registration Statement or cease to be Registrable
Securities (but in no event prior to the applicable period referred to in Section 4(3) of the Securities Act and Rule 174
thereunder) or (B) the Holders of all Registrable Securities are permitted to sell the Registrable Securities under Rule 144
(or any similar provision) under the Securities Act without limitation on the amount of securities sold or the manner of sale. The provisions
of Section 3.5 and Article IV shall survive any termination.


 


[SIGNATURE PAGES FOLLOW]


 


IN WITNESS WHEREOF,
the undersigned have caused this Agreement to be executed as of the date first written above.


 


	 	COMPANY:
	 	 
	 	
    FTAC EMERALD ACQUISITION CORP.

    a Delaware corporation

	 	 
	 	By:	 
	 	 	Name:	Bracebridge H. Young, Jr.
	 	 	Title:	President and Chief Executive Officer


 


	 	HOLDERS:
	 	 
	 	
    EMERALD ESG SPONSOR, LLC

    a Delaware limited liability company

	 	 
	 	By:	 
	 	 	Name:	Betsy Cohen
	 	 	Title:	Manager


 


[Registration Rights Agreement]


 






     


     


    

 


Schedule A


 


	Holder	 	Address
	Emerald ESG Sponsor, LLC	 	2929 Arch Street, Suite 1703, Philadelphia, PA 19104