Exhibit 10.1


 


INVESTMENT MANAGEMENT TRUST AGREEMENT


 


This Investment Management
Trust Agreement (this “Agreement”) is made effective as of          ,
2021 by and between FTAC Emerald Acquisition Corp., a Delaware corporation (the “Company”), and Continental
Stock Transfer & Trust Company, a New York corporation (the “Trustee”).


 


WHEREAS, the Company’s
registration statement on Form S-1, No. 333-[__________] (the “Registration Statement”) and related
prospectus (the “Prospectus”) for the initial public offering of the Company’s units (the “Units”),
each of which consists 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 to purchase one share of Common Stock (such initial public offering
hereinafter referred to as the “Offering”), was declared effective by the U.S. Securities and Exchange Commission
on          , 2021; and


 


WHEREAS, the Company has entered
into an Underwriting Agreement (the “Underwriting Agreement”) with Goldman Sachs & Co. LLC (“Representative”),
as representative of the several underwriters named therein (the “Underwriters”); and


 


WHEREAS, as described in the
Registration Statement, $222,200,000 of the gross proceeds of the Offering and sale of the Private Placement Units (as defined in the
Underwriting Agreement) (or $255,530,000 if the Underwriters’ over-allotment option is exercised in full) will be delivered to the
Trustee to be deposited and held in a segregated trust account located in the United States (the “Trust Account”)
for the benefit of the Company and the holders of the Company’s Common Stock included in the Units issued in the Offering as hereinafter
provided (the amount to be delivered to the Trustee (and any interest subsequently earned thereon) is referred to herein as the “Property,”
the stockholders for whose benefit the Trustee shall hold the Property are referred herein to as the “Public Stockholders,”
and the Public Stockholders and the Company together are referred to herein as the “Beneficiaries”); and


 


WHEREAS, pursuant to the Underwriting
Agreement, $7,700,000, or up to $8,855,000 if the Underwriters’ over-allotment option is exercised in full, of the Property is attributable
to deferred underwriting discounts and commissions that may be payable by the Company to the Representative upon the consummation of the
Business Combination (as defined below) (the “Deferred Discount”); and


 


WHEREAS, the Company and the
Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold the Property.


 


NOW THEREFORE, IT IS
AGREED:


 


1. Agreements and Covenants
of Trustee. The Trustee hereby agrees and covenants to:


 


(a) Hold the Property in
trust for the Beneficiaries in accordance with the terms of this Agreement in the Trust Account established by the Trustee at JPMorgan
Chase Bank, N.A. (or at another U.S. chartered commercial bank with consolidated assets of $100 billion or more) and at a brokerage institution
selected by the Trustee that is reasonably satisfactory to the Company;


 


(b) Manage, supervise and
administer the Trust Account subject to the terms and conditions set forth herein;


 


(c) In a timely manner,
upon the written instruction of the Company, invest and reinvest the Property in United States government securities within the meaning
of Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a maturity of 185 days or less, or in money market
funds meeting the conditions of paragraphs (d)(2), (d)(3), (d)(4) and (d)(5) of Rule 2a-7 promulgated under the Investment
Company Act of 1940, as amended, which invest only in direct U.S. government treasury obligations, as determined by the Company; it being
understood that the Trust Account will earn no interest while account funds are uninvested awaiting the Company’s instructions hereunder
and the Trustee may earn bank credits or other consideration;


 






     


     


    

 


(d) Collect and receive,
when due, all interest or other income arising from the Property, which shall become part of the “Property,” as such term
is used herein;


 


(e) Promptly notify the
Company of all communications received by the Trustee with respect to any Property requiring action by the Company;


 


(f) Supply any necessary
information or documents as may be requested by the Company (or its authorized agents) in connection with the Company’s preparation
of the tax returns relating to assets held in the Trust Account;


 


(g) Participate in any
plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company
to do so;


 


(h) Render to the Company
monthly written statements of the activities of, and amounts in, the Trust Account reflecting all receipts and disbursements of the Trust
Account;


 


(i) Commence liquidation
of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter from the Company
(“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit A
or Exhibit B, as applicable, signed on behalf of the Company by its Chief Executive Officer, President, Chief Financial Officer
or Chairman of the board of directors (the “Board”) or other authorized officer of the Company (and in the case
of Exhibit A, jointly signed by the Representative), and complete the liquidation of the Trust Account and distribute the
Property in the Trust Account, including any amounts representing interest earned on the Trust Account, less interest previously released
to, or reserved for use by, the Company in an amount up to $100,000 to pay dissolution expenses (as applicable) and less any other interest
released to, or reserved for use by, the Company to pay franchise and income taxes as provided in this Agreement only as directed in the
Termination Letter and the other documents referred to therein, or (y) [____], 2023 (“Termination Date”),
if a Termination Letter has not been received by the Trustee prior to such date, in which case the Trust Account shall be liquidated in
accordance with the procedures set forth in the Termination Letter attached as Exhibit B and the Property in the Trust Account,
including any amounts representing interest earned on the Trust Account, less interest previously released to, or reserved for use by,
the Company in an amount up to $100,000 to pay dissolution expenses (as applicable) and less any other interest released to, or reserved
for use by, the Company to pay franchise and income taxes, shall be distributed to the Public Stockholders of record as of such date;
The Trustee agrees to serve as the paying agent of record (“Paying Agent”) with respect to any distribution
of Property that is to be made to the Public Stockholders and, in its separate capacity as Paying Agent, agrees to distribute such Property
directly to the Company’s Public Stockholders in accordance with the terms of this Agreement and the Company’s Certificate
of Incorporation in effect at the time of such distribution;


 


(j) Upon written request
from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit C
(a “Withdrawal Request”), withdraw from the Trust Account and distribute to the Company interest in an amount
up to $100,000 to pay dissolution expenses and any interest to cover any tax obligation owed by the Company as a result of assets of the
Company or any franchise or income taxes of the Company which amount shall be delivered directly to the Company by electronic funds transfer
or other method of prompt payment. Any Withdrawal Request for a distribution to pay a franchise tax shall be accompanied by a copy of
the franchise tax bill from the State of Delaware for the Company and a written statement from the principal financial officer of the
Company setting forth the actual amount payable. To the extent there is not sufficient cash in the Trust Account to fulfill a Withdrawal
Request, the Trustee shall liquidate such assets held in the Trust Account as shall be designated by the Company in writing to make such
distribution, so long as there is no reduction in the principal amount per share initially deposited in the Trust Account. The Trustee
acknowledges and agrees that no amount in excess of interest income earned on the Property shall be payable from the Trust Account to
the Company pursuant to this Section 1(j). A Withdrawal Request shall constitute presumptive evidence that the Company is
entitled to said funds, and the Trustee shall have no responsibility to look beyond said request; and


 






     


     


    

 


(k) Upon written request
from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit D,
the Trustee shall distribute on behalf of the Company the amount requested by the Company to be used to redeem shares of Common Stock
from Public Stockholders properly submitted in connection with a stockholder vote to approve an amendment to the Company’s amended
and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of its public
shares of Common Stock if the Company has not consummated an initial Business Combination within such time as is described in Section 1(i) of
this Agreement or to allow redemption in connection with an initial Business Combination. The written request of the Company referenced
above shall constitute presumptive evidence that the Company is entitled to distribute said funds, and the Trustee shall have no responsibility
to look beyond said request; and


 


(l) Not make any withdrawals
or distributions from the Trust Account other than pursuant to Section 1(i) through 1(k) above.


 


2. Agreements and Covenants
of the Company. The Company hereby agrees and covenants to:


 


(a) Give all instructions
to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board, President, Chief Executive Officer or Chief
Financial Officer. In addition, except with respect to its duties under Sections 1(i), 1(j) and 1(k) hereof,
the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it,
in good faith and with reasonable care, believes to be given by any one of the persons authorized above to give written instructions,
provided that the Company shall promptly confirm such instructions in writing;


 


(b) Subject to Section 4
hereof, hold the Trustee harmless and indemnify the Trustee from and against any and all expenses, including reasonable counsel fees and
disbursements, or losses suffered by the Trustee in connection with any action taken by it hereunder and in connection with any action,
suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand, which in any way
arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any interest earned on the Property,
except for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful misconduct. Promptly after the receipt
by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends
to seek indemnification under this Section 2(b), the Trustee shall notify the Company in writing of such claim (hereinafter
referred to as the “Indemnified Claim”). The Trustee shall have the right to conduct and manage the defense
against such Indemnified Claim; provided that the Trustee shall obtain the consent of the Company with respect to the selection
of counsel, which consent shall not be unreasonably withheld. The Trustee shall not agree to settle any Indemnified Claim without the
prior written consent of the Company, which such consent shall not be unreasonably withheld. The Company may participate in such action
with its own counsel;


 


(c) Pay the Trustee the
fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee and transaction processing
fee, which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property shall
not be used to pay such fees unless and until the Business Combination is consummated. The Company shall pay the Trustee the initial acceptance
fee and the first annual administration fee at the consummation of the Offering. The Company shall not be responsible for any other fees
or charges of the Trustee except as set forth in this Section 2(c) and as may be provided in Section 2(b) hereof;


 


(d) In connection with
any vote of the Company’s stockholders regarding a merger, capital stock exchange, asset acquisition, stock purchase, reorganization
or similar business combination involving the Company and one or more businesses (a “Business Combination”),
provide to the Trustee an affidavit or certificate of the inspector of elections for the stockholder meeting verifying the vote of such
stockholders regarding such Business Combination;


 


(e) Provide Representative
with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee with respect to any proposed
withdrawal from the Trust Account promptly after it issues the same;


 






     


     


    

 


(f) Instruct the Trustee
to make only those distributions that are permitted under this Agreement, and refrain from instructing the Trustee to make any distributions
that are not permitted under this Agreement; and


 


(g) Within four (4) business
days after the Underwriters exercise the over-allotment option (or any portion thereof) or such over-allotment expires, provide the Trustee
with a notice in writing of the total amount of the Deferred Discount due with respect to such exercise, which shall be up to $8,855,000.


 


3. Limitations of Liability.
The Trustee shall have no responsibility or liability to:


 


(a) Imply obligations,
perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this Agreement and that which
is expressly set forth herein;


 


(b) Take any action with
respect to the Property, other than as directed in Section 1 hereof, and the Trustee shall have no liability to any third
party except for liability arising out of the Trustee’s gross negligence, fraud or willful misconduct;


 


(c) Institute any proceeding
for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect
to, any of the Property unless and until it shall have received instructions from the Company given as provided herein to do so and the
Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto;


 


(d) Refund any depreciation
in principal of any Property;


 


(e) Assume that the authority
of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation,
or unless the Company shall have delivered a written revocation of such authority to the Trustee;


 


(f) The other parties hereto
or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the
Trustee’s best judgment, except for the Trustee’s gross negligence, fraud or willful misconduct. The Trustee may rely conclusively
and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by
the Trustee, which counsel may be the Company’s counsel), statement, instrument, report or other paper or document (not only as
to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information
therein contained) which the Trustee believes, in good faith and with reasonable care, to be genuine and to be signed or presented by
the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission
of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee, signed by the proper
party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto;


 


(g) Verify the accuracy
of the information contained in the Registration Statement;


 


(h) Provide any assurance
that any Business Combination entered into by the Company or any other action taken by the Company is as contemplated by the Registration
Statement;


 


(i) File information returns
with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written statements to the Company
documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property;


 


(j) Prepare, execute and
file tax reports, income or other tax returns and pay any taxes with respect to any income generated by, and activities relating to, the
Trust Account, regardless of whether such tax is payable by the Trust Account or the Company, including, but not limited to, income tax
obligations, except pursuant to Section 1(j) hereof; or


 


(k) Verify calculations,
qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), 1(j) and
1(k) hereof.


 






     


     


    

 


4. Trust Account Waiver.
The Trustee has no right of set-off or any right, title, interest or claim of any kind (“Claim”) to, or to any
monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now
or in the future. In the event the Trustee has any Claim against the Company under this Agreement, including, without limitation, under
Section 2(b) or Section 2(c) hereof, the Trustee shall pursue such Claim solely against the Company
and its assets outside the Trust Account and not against the Property or any monies in the Trust Account.


 


5. Termination. This
Agreement shall terminate as follows:


 


(a) If the Trustee gives
written notice to the Company that it desires to resign under this Agreement, the Company shall use its reasonable efforts to locate a
successor trustee, pending which the Trustee shall continue to act in accordance with this Agreement. At such time that the Company notifies
the Trustee that a successor trustee has been appointed and has agreed to become subject to the terms of this Agreement, the Trustee shall
transfer the management of the Trust Account to the successor trustee, including but not limited to the transfer of copies of the reports
and statements relating to the Trust Account, whereupon this Agreement shall terminate; provided, however, that in the event
that the Company does not locate a successor trustee within ninety (90) days of receipt of the resignation notice from the Trustee, the
Trustee may submit an application to have the Property deposited with any court in the State of New York or with the United States District
Court for the Southern District of New York and upon such deposit, the Trustee shall be immune from any liability whatsoever; or


 


(b) At such time that the
Trustee has completed the liquidation of the Trust Account and its obligations in accordance with the provisions of Section 1(i) and
distributed the Property in accordance with the provisions of the Termination Letter, this Agreement shall terminate except as set forth
in Section 2(b).


 


6. Miscellaneous.


 


(a) The Company and the
Trustee each acknowledge that the Trustee will follow the security procedures set forth below with respect to funds transferred from the
Trust Account. The Company and the Trustee will each restrict access to confidential information relating to such security procedures
to authorized persons. Each party must notify the other party immediately if it has reason to believe unauthorized persons may have obtained
access to such confidential information, or of any change in its authorized personnel. In executing funds transfers, the Trustee shall
rely upon all information supplied to it by the Company, including account names, account numbers, and all other identifying information
relating to a Beneficiary, Beneficiary’s bank or intermediary bank. Except for any liability arising out of the Trustee’s
gross negligence, fraud or willful misconduct, the Trustee shall not be liable for any loss, liability or expense resulting from any error
in the information or transmission of the funds.


 


(b) This Agreement shall
be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts of
law principles that would result in the application of the substantive laws of another jurisdiction. This Agreement may be executed in
several original or facsimile counterparts, each one of which shall constitute an original, and together shall constitute but one instrument.


 


(c) This Agreement contains
the entire agreement and understanding of the parties hereto with respect to the subject matter hereof. Except for Section 1(i) hereof
(which may not be modified, amended or deleted without the affirmative vote of sixty five percent (65%) of the then outstanding shares
of Common Stock; provided, that an amendment to Section 1(i) shall also require the consent of the Representative;
provided further that no such amendment will affect any Public Stockholder who has elected to redeem shares of Common Stock in
connection with a stockholder vote to amend this Agreement to extend the Termination Date, and such amendment shall provide for redemption
rights), this Agreement or any provision hereof may only be changed, amended or modified (other than to correct a typographical error)
by a writing signed by each of the parties hereto.


 


(d) The parties hereto
consent to the jurisdiction and venue of any state or federal court located in the City of New York, State of New York, for purposes of
resolving any disputes hereunder. AS TO ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN ANY WAY RELATING TO THIS AGREEMENT, EACH PARTY WAIVES
THE RIGHT TO TRIAL BY JURY.


 






     


     


    

 


(e) Any notice, consent
or request to be given in connection with any of the terms or provisions of this Agreement shall be in writing and shall be sent by express
mail or similar private courier service, by certified mail (return receipt requested), by hand delivery or by facsimile transmission:


 


if to the Trustee, to:


 


Continental Stock Transfer &
Trust Company


1 State Street, 30th Floor


New York, New York 10004


Attn: [•]


Email: [•]


Fax No.: [•]


 


if to the Company, to:


 


FTAC Emerald Acquisition Corp.


2929 Arch Street, Suite 1703


Philadelphia, PA 19104


Attn: Bracebridge H. Young, Jr.


 


in each case, with copies to:


 


Reed Smith LLP


599 Lexington Avenue, 22nd
Floor


New York, NY 1002


Attn: Ari Edelman


 


and


 


Goldman Sachs & Co. LLC


[•]


[•]


Attn: [•]


 


and


 


Winston & Strawn LLP


800 Capitol Street, Suite 2400


Houston, TX 77002


	Attn:	Michael Blankenship
	 	Dominick DeChiara




 


(f) This Agreement may
not be assigned by the Trustee without the prior consent of the Company.


 


(g) Each of the Company
and the Trustee hereby represents that it has the full right and power and has been duly authorized to enter into this Agreement and to
perform its respective obligations as contemplated hereunder. The Trustee acknowledges and agrees that it shall not make any claims or
proceed against the Trust Account, including by way of set-off, and shall not be entitled to any funds in the Trust Account under any
circumstance.


 


(h) This Agreement is the
joint product of the Trustee and the Company and each provision hereof has been subject to the mutual consultation, negotiation and agreement
of such parties and shall not be construed for or against any party hereto.


 






     


     


    

 


(i) This Agreement may
be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute
one and the same instrument. Delivery of a signed counterpart of this Agreement by facsimile or electronic transmission shall constitute
valid and sufficient delivery thereof.


 


(j) Each of the Company
and the Trustee hereby acknowledges and agrees that Goldman Sachs & Co. LLC, on behalf of the Underwriters, is a third party
beneficiary of this Agreement.


 


(k) Except as specified
herein, no party to this Agreement may assign its rights or delegate its obligations hereunder to any other person or entity.


 


[Signature Page Follows]


 






     


     


    

 


IN
WITNESS WHEREOF, the parties have duly executed this Investment Management Trust Agreement as of the date first written above.


 


	 	Continental Stock Transfer & Trust Company, as Trustee
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


	 	FTAC Emerald Acquisition Corp.
	 	 
	 	By:	 
	 	 	Name: Bracebridge H. Young, Jr.
	 	 	Title: President and Chief Executive Officer


 


[Signature Page to Investment Management Trust
Agreement]


 






     


     


    

 


SCHEDULE A


 


	Fee Item	 	Time and method of payment	 	Amount	 
	Initial acceptance fee	 	Initial closing of IPO by wire transfer	 	$	3,500.00	 
	Annual fee	 	First year, initial closing of IPO by wire transfer; thereafter on the anniversary of the effective date of the IPO by wire transfer or check	 	$	10,000.00	 
	Transaction processing fee for disbursements to Company under Section 1	 	Billed to Company following disbursement made to Company under Section 1	 	$	250.00	 
	Paying Agent services as required pursuant to Section 1	 	Billed to Company upon delivery of service pursuant to Section 1	 	 	Prevailing rates	 



 


 






    Sch. A-1


     


    

 


EXHIBIT A


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, New York 10004


Attn: [•]


 


	 	Re:	Trust Account - Termination Letter


 


Dear [•]:


 


Pursuant to Section 1(i) of
the Investment Management Trust Agreement between FTAC Emerald Acquisition Corp. (“Company”) and Continental
Stock Transfer & Trust Company (“Trustee”), dated as of [---------] (“Trust Agreement”),
this is to advise you that the Company has entered into an agreement with (“Target Business”) to consummate
a business combination with Target Business (“Business Combination”) on or about [insert date]. The Company
shall notify you at least seventy-two (72) hours in advance of the actual date of the consummation of the Business Combination (“Consummation
Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


In accordance with the terms
of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account and to transfer the proceeds
into the trust operating account at JPMorgan Chase Bank, N.A. so that, on the Consummation Date, all of funds held in the Trust Account
will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date. It is acknowledged
and agreed that while the funds are on deposit in the trust operating account at JPMorgan Chase Bank, N.A. awaiting distribution, the
Company will not earn any interest or dividends.


 


On the Consummation Date (i) counsel
for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated concurrently
with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the
Company shall deliver to you (a) a certificate by the Chief Executive Officer or President, which verifies that the Business Combination
has been approved by a vote of the Company’s stockholders, if a vote is held, and (b) a joint written instruction signed by
the Company and the Representative with respect to the transfer of the funds held in the Trust Account, including payment of the Deferred
Discount from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer
the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance with the
terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation
Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should
remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds from
the Trust Account, your obligations under the Trust Agreement shall be terminated.


 


In the event that the Business
Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the
original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the
funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business
day immediately following the Consummation Date as set forth in the notice as soon thereafter as possible.


 


	 	Very truly yours,
	 	 
	 	FTAC Emerald Acquisition Corp.
	 	 
	 	By: 	
	 	 	Name:
	 	 	Title:


 


	AGREED TO AND

ACKNOWLEDGED BY	 
	 	 
	GOLDMAN SACHS & CO. LLC	 
	 	 
	By:	 	 
	 	Name:  	 
	 	Title:  	 


 






    A-2


     


    

 


EXHIBIT B


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, New York 10004


Attn: [•]


 


	 	Re:	Trust Account - Termination Letter


 


Dear [•]:


 


Pursuant to Section 1(i) of
the Investment Management Trust Agreement between FTAC Emerald Acquisition Corp. (“Company”) and Continental
Stock Transfer & Trust Company (“Trustee”), dated as of [----------] (“Trust Agreement”),
this is to advise you that [the Company’s board of director has approved and commenced with the liquidation and dissolution of the
Company] [the Company has been unable to effect a business combination with a Target Business within the time frame specified in Section 1(i) of
the Trust Agreement]. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


In accordance with the terms
of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account on___________, 202_ and to transfer
the total proceeds into the trust operating account at JPMorgan Chase Bank, N.A. to await distribution to the Public Stockholders. The
Company has selected [___], 202_, as the effective date for the purpose of determining when the Public Stockholders will be entitled to
receive their share of the liquidation proceeds. In your capacity as Paying Agent, we hereby direct you to distribute said funds directly
to the Company’s Public Stockholders in accordance with the terms of the Trust Agreement and the Amended and Restated Certificate
of Incorporation of the Company as in effect at the time of such distribution. Upon the distribution of all funds in the Trust Account,
your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(j) of
the Trust Agreement.


 


	 	Very truly yours,
	 	 
	 	FTAC Emerald Acquisition Corp.
	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title: 


 


	cc:	 	Goldman Sachs & Co. LLC


 



    B-1


     


    




 


EXHIBIT C


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company 


1 State Street, 30th Floor 


New York, New York 10004 


Attn: [•]


 


	 	Re:	Trust Account - Withdrawal Instruction


 


Dear [•]:


 


Pursuant to Section 1(j) of
the Investment Management Trust Agreement between FTAC Emerald Acquisition Corp. (“Company”) and Continental
Stock Transfer & Trust Company (“Trustee”), dated as of [-----] (“Trust Agreement”),
the Company hereby requests that you deliver to the Company $____ of the interest income earned on the Property as of the date hereof.
Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


The Company needs such funds
[to pay for the tax obligations as set forth on the attached tax return or tax statement] [in connection with its dissolution [upon the
expiration of the 18 to 21 month period following completion of the Offering] [prior to Termination Date]]. In accordance with the terms
of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of
this letter to the Company’s operating account at:


 


[WIRE INSTRUCTION INFORMATION]


 


	 	Very truly yours,
	 	 
	 	FTAC Emerald Acquisition Corp.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title: 


 


	cc:	 	Goldman Sachs & Co. LLC


 






    C-1


     


    

 


EXHIBIT D


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company 


1 State Street, 30th Floor 


New York, New York 10004 


Attn: [•]


 


		Re:	Trust Account Stockholder Redemption Withdrawal Instruction


 


Dear [•]:


 


Pursuant to Section 1(j) of
the Investment Management Trust Agreement between FTAC Emerald Acquisition Corp. (“Company”) and Continental
Stock Transfer & Trust Company (“Trustee”), dated as of [--------] (“Trust Agreement”),
the Company hereby requests that you liquidate sufficient amounts from the trust account and deliver to the redeeming Public Stockholders
of the Company $____ of the principal and interest income earned on the Property as of the date hereof to a segregated account held by
you on behalf of the Beneficiaries. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


The Company needs such funds
to pay its Public Stockholders who have properly elected to have their shares of Common Stock redeemed by the Company in connection with
a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation to modify the substance
or timing of the Company’s obligation to redeem 100% of its public shares of Common Stock if the Company has not consummated an
initial Business Combination within such time as is described in Section 1(i) of the Trust Agreement. As such, you are
hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to a segregated account
held by you on behalf of the Beneficiaries.


 


	 	Very truly yours,
	 	 
	 	FTAC Emerald Acquisition Corp. 
	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title: 


 


	cc:	 	Goldman Sachs & Co. LLC


 



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