Exhibit 10.3


 


UNIT SUBSCRIPTION AGREEMENT


 


This UNIT SUBSCRIPTION AGREEMENT
(this “Agreement”) is made as of the day of            ,
2021, by and between FTAC Emerald Acquisition Corp., a Delaware corporation (the “Company”), having its principal place
of business at 2929 Arch Street, Suite 1703, Philadelphia, PA 19104, and Emerald ESG Sponsor, LLC, a Delaware limited liability
company (“Subscriber”).


 


WHEREAS, the Company desires
to sell on a private placement basis (the “Offering”) an aggregate of up to 990,000 units (“Units”)
of the Company, each Unit comprised of one share of Class A common stock of the Company, par value $0.0001 per share (“Common
Stock”), and one half of one warrant to purchase one share of Common Stock (“Warrant”), for a purchase price
of up to $9,900,000, or $10.00 per Unit. The shares of Common Stock underlying the Warrants are hereinafter referred to as the “Warrant
Shares.” The shares of Common Stock underlying the Units (excluding the Warrant Shares) are hereinafter referred to as the “Placement
Shares.” The Warrants underlying the Units are hereinafter referred to as the “Placement Warrants.” The Units,
Placement Shares, Placement Warrants and Warrant Shares, collectively, are hereinafter referred to as the “Securities.”
Placement Warrants may be exercised only to the extent that, when aggregated with other Placement Warrants being exercised, the exercise
is for a whole share or whole shares; no fractional shares shall be issuable. The exercise price for any Warrant Share shall be $11.50.
Subject to the foregoing, the Placement Warrants are exercisable during the period commencing 30 days following the consummation of the
Company’s initial business combination (the “Business Combination”), as such term is defined in the registration
statement filed in connection with the Company’s initial public offering of units (the “IPO”), as amended at
the time it becomes effective (the “Registration Statement”), and expiring on the fifth anniversary of the consummation
of the Business Combination; and


 


WHEREAS, Subscriber wishes
to purchase up to 990,000 Units and the Company wishes to accept such subscription from Subscriber.


 


NOW, THEREFORE, in consideration
of the premises and the mutual covenants hereinafter set forth and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Company and the Subscriber hereby agree as follows:


 


	 	1.	Agreement to Subscribe


 


1.1
Purchase and Issuance of the Units. Upon the terms and subject to the conditions of this Agreement, Subscriber hereby agrees
to purchase from the Company, and the Company hereby agrees to sell to Subscriber, on the Closing Date (as defined below), up to 990,000
Units for a purchase price of $9,900,000 (the “Purchase Price”).


 


1.2
Delivery of the Purchase Price. Upon execution of this Agreement, the Company is bound to fulfill its obligations hereunder
and Subscriber hereby irrevocably commits to deliver either directly into a trust account (the “Trust Account”) held
at JP Morgan Chase Bank, N.A. or any other financial institution chosen by the Company, or with Continental Stock Transfer &
Trust Company acting as trustee (“Continental”), the Purchase Price in immediately available funds by wire transfer
or such other form of payment as shall be acceptable to the Trustee, in its sole and absolute discretion, one (1) business day prior
to the effective date of the Registration Statement.


 


1.3
Closing. The closing of the Offering (the “Closing”), shall take place at the offices of Reed Smith LLP,
simultaneously with the closing of the IPO on or before [•] (the “Closing Date”).


 


1.4
Termination. This Agreement and each of the obligations of the undersigned shall be null and void and without effect if the
Closing does not occur prior to [January 31, 2022].


 






     


     


    

 


	 	2.	Representations and Warranties of Subscriber


 


Subscriber represents and
warrants to the Company that:


 


2.1
No Government Recommendation or Approval. Subscriber understands that no federal or state agency has passed upon or made any
recommendation or endorsement of the Company or the Offering of the Securities.


 


2.2
Accredited Investor. Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of
Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), and acknowledges that the sale contemplated
hereby is being made in reliance, among other things, on a private placement exemption to “accredited investors” under the
Securities Act and similar exemptions under state law.


 


2.3
Intent. Subscriber is purchasing the Securities solely for investment purposes, for Subscriber’s own account (and/or
for the account or benefit of its members or affiliates, as permitted, pursuant to the terms of an agreement (the “Letter Agreement”)
to be entered into with respect to the Securities between, among others, Subscriber and the Company, as described in the Registration
Statement), and not with a view to the distribution thereof and Subscriber has no present arrangement to sell the Securities to or through
any person or entity except as may be permitted under the Letter Agreement. Subscriber shall not engage in hedging transactions with regard
to the Securities unless in compliance with the Securities Act.


 


2.4
Restrictions on Transfer. Subscriber acknowledges and understands the Units are being offered in a transaction not involving
a public offering in the United States within the meaning of the Securities Act. The Securities have not been registered under the Securities
Act and, if in the future Subscriber decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offered,
resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act,
(B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant
to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable
securities laws of any state or any other jurisdiction. Notwithstanding the foregoing, Subscriber acknowledges and understands the Securities
are subject to transfer restrictions as described in Section 8 hereof. Subscriber agrees that, if any transfer of its Securities
or any interest therein is proposed to be made, as a condition precedent to any such transfer Subscriber may be required to deliver to
the Company an opinion of counsel satisfactory to the Company with respect to such transfer. Absent registration or another available
exemption from registration, Subscriber agrees it will not transfer the Securities (unless otherwise permitted pursuant to the Letter
Agreement, as described in the Registration Statement). Subscriber further acknowledges that because the Company is a shell company, Rule 144
may not be available to Subscriber for the resale of the Securities until the one year anniversary following consummation of the Business
Combination, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer
restrictions.


 


2.5 Sophisticated Investor.


 


(i) Subscriber’s
manager and members are individually accredited investors and are sophisticated in financial matters and able to evaluate the risks and
benefits of the investment in the Securities.


 


(ii) Subscriber is aware
that an investment in the Securities is highly speculative and subject to substantial risks because, among other things, (a) the
Securities are subject to transfer restrictions and have not been registered under the Securities Act and therefore cannot be sold unless
subsequently registered under the Securities Act or an exemption from such registration is available and (b) Subscriber has waived
its redemption rights with respect to the Securities as set forth in Section 5 hereof, and the Securities held by Subscriber are
not entitled to, and have no right, interest or claim to any monies held in the Trust Account, and accordingly Subscriber may suffer a
loss of a portion or all of its investment in the Securities. Subscriber is able to bear the economic risk of its investment in the Securities
for an indefinite period of time.


 


2.6
Independent Investigation. Subscriber, in making the decision to purchase the Units, has relied upon an independent investigation
of the Company and has not relied upon any information or representations made by any third parties or upon any oral or written representations
or assurances from the Company, its officers, directors or employees or any other representatives or agents of the Company, other than
as set forth in this Agreement. Subscriber is familiar with the business, operations and financial condition of the Company and has had
an opportunity to ask questions of, and receive answers from the Company’s officers and directors concerning the Company and the
terms and conditions of the Offering and has had full access to such other information concerning the Company as Subscriber has requested.
Subscriber confirms that all documents that it has requested have been made available and that Subscriber has been supplied with all of
the additional information concerning this investment which Subscriber has requested.


 






     


     


    

 


2.7
Organization and Authority. Subscriber is duly organized, validly existing and in good standing under the laws of the State
of Delaware and it possesses all requisite power and authority necessary to carry out the transactions contemplated by this Agreement.


 


2.8
Authority. This Agreement has been validly authorized, executed and delivered by Subscriber and is a valid and binding agreement
enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent
conveyance, moratorium, reorganization, or similar laws relating to, or affecting generally the enforcement of, creditors’ rights
and remedies or by equitable principles of general application and except as enforcement of rights to indemnity and contribution may be
limited by federal and state securities laws or principles of public policy.


 


2.9
No Conflicts. The execution, delivery and performance of this Agreement and the consummation by Subscriber of the transactions
contemplated hereby do not violate, conflict with or constitute a default under (i) Subscriber’s charter documents, (ii) any
agreement or instrument to which Subscriber is a party or (iii) any law, statute, rule or regulation to which Subscriber is
subject, or any agreement, order, judgment or decree to which Subscriber is subject.


 


2.10
No Legal Advice from Company. Subscriber acknowledges it has had the opportunity to review this Agreement and the transactions
contemplated by this Agreement and the other agreements entered into between the parties hereto with Subscriber’s own legal counsel
and investment and tax advisors. Except for any statements or representations of the Company made in this Agreement and the other agreements
entered into between the parties hereto, Subscriber is relying solely on such review, counsel and advisors and not on any statements or
representations of the Company or any of its representatives or agents for legal, tax or investment advice with respect to this investment,
the transactions contemplated by this Agreement or the securities laws of any jurisdiction.


 


2.11
Reliance on Representations and Warranties. Subscriber understands the Units are being offered and sold to Subscriber in reliance
on exemptions from the registration requirements under the Securities Act, and analogous provisions in the laws and regulations of various
states, and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and
understandings of Subscriber set forth in this Agreement in order to determine the applicability of such provisions.


 


2.12
No General Solicitation. Subscriber is not subscribing for the Units as a result of or subsequent to any general solicitation
or general advertising, including but not limited to any advertisement, article, notice or other communication published in any newspaper,
magazine, or similar media or broadcast over television or radio, or presented at any seminar or meeting or in a registration statement
with respect to the IPO filed with the Securities and Exchange Commission (“SEC”).


 


2.13
Legend. Subscriber acknowledges and agrees the certificates evidencing each of the Securities shall bear a restrictive legend
(the “Legend”), in form and substance substantially as set forth in Section 4 hereof.


 


	 	3.	Representations, Warranties and Covenants of the Company


 


The Company represents and
warrants to, and agrees with, Subscriber that:


 


3.1
Valid Issuance of Capital Stock. The total number of shares of all classes of capital stock which the Company has authority
to issue is 52,000,000 shares of Common Stock and 1,000,000 shares of preferred stock, $0.0001 par value per share (“Preferred
Stock”). As of the date hereof, the Company has issued and outstanding 8,763,333 shares of Class B common stock, par value
$0.0001 per share (of which up to 1,133,333 shares are subject to forfeiture) and no shares of Preferred Stock. All of the issued shares
of capital stock of the Company have been duly authorized, validly issued, and are fully paid and non-assessable.


 






     


     


    

 


3.2
Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof and that certain Warrant Agreement
to be entered into between the Company and Continental, as warrant agent (the “Warrant Agreement”), as the case may
be, each of the Units, Placement Shares, Placement Warrants and the Warrant Shares will be duly and validly issued, fully paid and non-assessable.
On the date of issuance of the Units, the Warrant Shares shall have been reserved for issuance. Upon issuance in accordance with, and
payment pursuant to, the terms hereof and the Warrant Agreement, as the case may be, Subscriber will have or receive good title to the
Units, Placement Shares and Placement Warrants, free and clear of all liens, claims and encumbrances of any kind resulting from actions
of, or any failure to act by, the Company, other than (i) transfer restrictions hereunder and pursuant to the Letter Agreement and
(ii) transfer restrictions under federal and state securities laws.


 


3.3
Organization and Qualification. The Company is a corporation duly incorporated, validly existing and in good standing under
the laws of the State of Delaware and has the requisite corporate power to own its properties and assets and to carry on its business
as now being conducted.


 


3.4
Authorization; Enforcement. (i) The Company has the requisite corporate power and authority to enter into and perform
its obligations under this Agreement and to issue the Securities in accordance with the terms hereof, (ii) the execution, delivery
and performance of this Agreement by the Company and the consummation by it of the transactions contemplated hereby have been duly authorized
by all necessary corporate action, and no further consent or authorization of the Company or its Board of Directors or stockholders is
required, and (iii) this Agreement constitutes a valid and binding obligation of the Company enforceable against the Company in accordance
with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, moratorium,
reorganization, or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by equitable
principles of general application and except as enforcement of rights to indemnity and contribution may be limited by federal and state
securities laws or principles of public policy.


 


3.5
No Conflicts. The execution, delivery and performance of this Agreement and the consummation by the Company of the transactions
contemplated hereby do not (i) result in a violation of the Company’s certificate of incorporation or by-laws, (ii) conflict
with, or constitute a default under any agreement or instrument to which the Company is a party or by which it is bound or (iii) violate
any law statute, rule or regulation to which the Company is subject or any agreement, order, judgment or decree to which the Company
is subject. Other than any SEC or state securities filings which may be required to be made by the Company subsequent to the Closing,
and any registration statement which may be filed pursuant thereto, the Company is not required under federal, state or local law, rule or
regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency
or self-regulatory entity in order for it to perform any of its obligations under this Agreement or issue the Units, Placement Shares,
Placement Warrants or the Warrant Shares in accordance with the terms hereof.


 


	 	4.	Legends 


 


4.1
Legend. The Company will issue the Units, Placement Shares and Placement Warrants, and, when issued, the Warrant Shares, purchased
by Subscriber in the name of Subscriber. The Securities will bear the following Legend and appropriate “stop transfer” instructions:


 


“THE SECURITIES REPRESENTED
HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES
LAWS AND NEITHER THESE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES
ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS CORPORATION, IS AVAILABLE.”


 


“THE SECURITIES REPRESENTED
BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER PURSUANT TO A LETTER AGREEMENT AMONG FTAC EMERALD ACQUISITION CORP. AND THE
OTHER PARTIES THERETO AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF DURING THE TERM THEREOF PURSUANT
TO THE TERMS SET FORTH IN THE LETTER AGREEMENT.”


 






     


     


    

 


4.2
Subscriber’s Compliance. Nothing in this Section 4 shall affect in any way Subscriber’s obligations and agreements
to comply with all applicable securities laws upon resale of the Securities.


 


4.3
Company’s Refusal to Register Transfer of the Securities. The Company shall refuse to register any transfer of the Securities
if, in the sole judgment of the Company, such purported transfer would not be made (i) pursuant to an effective registration statement
filed under the Securities Act, or (ii) pursuant to an available exemption from the registration requirements of the Securities Act
and applicable state securities laws and (iii) in compliance herewith and with the Letter Agreement.


 


4.4
Registration Rights. Subscriber will be entitled to certain registration rights which will be governed by a registration rights
agreement (“Registration Rights Agreement”) to be entered into between, among others, Subscriber and the Company, on
or prior to the effective date of the Registration Statement.


 


	 	5.	Waiver of Liquidation Distributions.


 


In connection with the Securities
purchased pursuant to this Agreement, Subscriber hereby waives any and all redemption rights (i) in connection with the Company’s
consummation of the Business Combination, (ii) upon the Company’s failure to consummate the Business Combination within 18
months from the date of the completion of the IPO, or 21 months from the date of the completion of the IPO if the Company has executed
a letter of intent, agreement in principle or definitive agreement for its Business Combination within 18 months from the date of completion
of the IPO, but has not completed the Business Combination within such 18-month period, or the liquidation of the Company prior to the
expiration of such 18 to 21 month period, or (iii) if the Company seeks an amendment to its amended and restated certificate of incorporation
that would affect the substance or timing of the Company’s obligation to redeem 100% of the Public Shares (as defined below). In
the event Subscriber purchases shares of Common Stock in the IPO or in the aftermarket (“Public Shares”), Subscriber
hereby waives any and all right, title, interest or claim of any kind in or to any distributions with respect to any Public Shares in
connection with the exercise of redemption rights in connection with the Company’s consummation of the Business Combination. For
the avoidance of doubt, Subscriber shall be eligible to redeem any Public Shares upon the same terms offered to all other purchasers of
Common Stock in the IPO in the event the Company fails to consummate the Business Combination, or liquidates, within 18 months from the
date of the completion of the IPO, or 21 months from the date of the completion of the IPO if the Company has executed a letter of intent,
agreement in principle or definitive agreement for its Business Combination within 18 months from the date of completion of the IPO, but
has not completed the Business Combination within such 18-month period.


 


	 	6.	Termination of Placement Warrants.


 


6.1
Failure to Consummate Business Combination. The Placement Warrants shall be terminated upon the dissolution of the Company
or in the event that the Company does not consummate the Business Combination within 18 months from the date of the completion of the
IPO, or 21 months from the date of the completion of the IPO if the Company has executed a letter of intent, agreement in principle or
definitive agreement for its Business Combination within 18 months from the date of completion of the IPO, but has not completed the Business
Combination within such 18-month period.


 


6.2
Termination of Rights as Holder. If the Placement Warrants are terminated in accordance with Section 6.1, then after such
time, Subscriber (or successor in interest) shall no longer have any rights as holders of such Placement Warrants and the Company shall
take such action as is appropriate to cancel such Placement Warrants. Subscriber hereby irrevocably grants the Company a limited power
of attorney for the purpose of effectuating the foregoing and agrees to take any and all measures reasonably requested by the Company
necessary to effect the foregoing.


 






     


     


    

 


	 	7.	Rescission Right Waiver and Indemnification.


 


7.1
Subscriber understands and acknowledges an exemption from the registration requirements of the Securities Act requires there
be no general solicitation of purchasers of the Units. In this regard, if the IPO were deemed to be a general solicitation with respect
to the Units, the offer and sale of such Units may not be exempt from registration and, if not, Subscriber may have a right to rescind
their purchases of the Units. In order to facilitate the completion of the Offering and in order to protect the Company, its stockholders
and the amounts in the Trust Account from claims that may adversely affect the Company or the interests of its stockholders, Subscriber
hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to sue or rights in law or arbitration, as
the case may be, to seek rescission of its purchase of the Units. Subscriber acknowledges and agrees this waiver is being made in order
to induce the Company to sell the Units to Subscriber. Subscriber agrees the foregoing waiver of rescission rights shall apply to any
and all known or unknown actions, causes of action, suits, claims or proceedings (collectively, “Claims”) and related
losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection
therewith, including reasonable attorneys’ and expert witness fees and disbursements and all other expenses reasonably incurred
in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with any present or future actual
or asserted right to rescind the purchase of the Units hereunder or relating to the purchase of the Units and the transactions contemplated
hereby.


 


7.2
Subscriber agrees not to seek recourse against the Trust Account for any reason whatsoever in connection with its purchase
of the Units or any Claim that may arise now or in the future.


 


7.3
Subscriber acknowledges and agrees that the stockholders of the Company are and shall be third-party beneficiaries of this
Section 7.


 


7.4
Subscriber agrees that, to the extent any waiver of rights under this Section 7 is ineffective as a matter of law, Subscriber
has offered such waiver for the benefit of the Company as an equitable right that shall survive any statutory disqualification or bar
that applies to a legal right. Subscriber acknowledges the receipt and sufficiency of consideration received from the Company hereunder
in this regard.


 


	 	8.	Terms of the Units and Placement Warrant


 


The Units and their component
parts are substantially identical to the units to be offered in the IPO except that: (i) the Units and their component parts will
be subject to transfer restrictions, except in limited circumstances, until 30 days following the consummation of the Business Combination,
(ii) the Placement Warrants will be non-redeemable so long as they are held by Subscriber (or any of its permitted transferees),
and will be exercisable on a “cashless” basis if held by Subscriber or its permitted transferees and (iii) the Units
and their component parts are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will
become freely tradable only after they are registered or an exemption from registration is available, and the restrictions described above
in clause (i) have expired.


 


	 	9.	Governing Law; Jurisdiction; Waiver of Jury Trial


 


This Agreement shall be governed
by and construed in accordance with the laws of the State of New York for agreements made and to be wholly performed within such state.
The parties hereto hereby waive any right to a jury trial in connection with any litigation pursuant to this Agreement and the transactions
contemplated hereby.


 


	 	10.	Assignment; Entire Agreement; Amendment


 


10.1
Assignment. Neither this Agreement nor any rights hereunder may be assigned by any party to any other person other than by
Subscriber to a person agreeing to be bound by the terms hereof, including the waiver contained in Section 7 hereof.


 


10.2
Entire Agreement. This Agreement sets forth the entire agreement and understanding between the parties as to the subject matter
hereof and merges and supersedes all prior discussions, agreements and understandings of any and every nature among them.


 


10.3
Amendment. Except as expressly provided in this Agreement, neither this Agreement nor any term hereof may be amended, waived,
discharged or terminated other than by a written instrument signed by the party against whom enforcement of any such amendment, waiver,
discharge or termination is sought.


 


10.4
Binding upon Successors. This Agreement shall be binding upon and inure to the benefit of the parties hereto and to their respective
heirs, legal representatives, successors and permitted assigns.


 






     


     


    

 


	 	11.	Notices


 


11.1
Notices. Unless otherwise provided herein, any notice or other communication to a party hereunder shall be sufficiently given
if in writing and personally delivered or sent by facsimile or other electronic transmission with copy sent in another manner herein provided
or sent by courier (which for all purposes of this Agreement shall include Federal Express or other recognized overnight courier) or mailed
to said party by certified mail, return receipt requested, at its address provided for herein or such other address as either may designate
for itself in such notice to the other. Communications shall be deemed to have been received when delivered personally, on the scheduled
arrival date when sent by next day or 2nd-day courier service, or if sent by facsimile upon receipt of confirmation of transmittal or,
if sent by mail, then three days after deposit in the mail. If given by electronic transmission, such notice shall be deemed to be delivered
(a) if by electronic mail, when directed to an electronic mail address at which the recipient has consented to receive notice; (b) if
by a posting on an electronic network together with separate notice to the recipient of such specific posting, upon the later of (1) such
posting and (2) the giving of such separate notice; and (c) if by any other form of electronic transmission, when directed to
the recipient.


 


	 	12.	Counterparts


 


This Agreement may be executed
in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective
when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign
the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “pdf”
format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature
is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.


 


	 	13.	Survival; Severability


 


13.1
Survival. The representations, warranties, covenants and agreements of the parties hereto shall survive the Closing.


 


13.2
Severability. In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction
to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision; provided that no
such severability shall be effective if it materially changes the economic benefit of this Agreement to any party.


 


	 	14.	Headings.


 


The titles and subtitles used
in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.


 


[remainder of page intentionally left blank]


 


Accepted and agreed on the
date set forth above.


 


	 	FTAC EMERALD ACQUISITION CORP.
	 	 	 
	 	By:	 
	 	 	Name:	Bracebridge H. Young, Jr.
	 	 	Title:	President and Chief Executive Officer


 






     


     


    

 


Accepted and agreed on the
date set forth above.


 


	 	
    SUBSCRIBER:

     

    EMERALD ESG SPONSOR, LLC

	 	 	 
	 	By:	 
	 	 	Name:	Betsy Cohen
	 	 	Title:	Manager


 


[Placement Unit Subscription Agreement –
Sponsor]