Exhibit 4.4


 


WARRANT AGREEMENT


 


between


 


FTAC EMERALD ACQUISITION CORP.


 


and


 


CONTINENTAL STOCK TRANSFER & TRUST COMPANY


 


Dated            , 2021


 


THIS WARRANT AGREEMENT (this
 “Agreement”), dated as of __________, 2021, is by and between FTAC Emerald Acquisition Corp., a Delaware corporation
(the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company,
as warrant agent (in such capacity, the “Warrant Agent”, also referred to herein as the “Transfer
Agent”).


 


WHEREAS, the Company has entered
into that certain Unit Subscription Agreement, dated [•], with Emerald ESG Sponsor, LLC, a Delaware limited
liability company (together with Emerald ESG Advisors, LLC, the “Sponsor, pursuant to which the Sponsor will purchase
an aggregate of 890,000 Units (as defined below) (or up to 990,000 Units if the underwriter’s overallotment option is exercised
in full) (“Placement Units”) for an aggregate purchase price of $8,900,000 (or $9,900,000 if the underwriter’s
overallotment option is exercised in full), each Unit consisting of one share of Common Stock (as defined below) (“Placement
Shares”) and one-half of one warrant to purchase one Placement Share (the “Placement Warrants”)
of the Company, and, in connection therewith, has determined to issue and deliver up to 445,000 Placement Warrants (or 495,000 Placement
Warrants if the underwriter’s overallotment option is exercised in full) bearing the legend set forth in Exhibit B hereto,
to be sold simultaneously with the closing of the Offering (as defined below). Each Placement Warrant entitles the holder thereof to purchase
one Placement Share at a price of $11.50 per share, subject to adjustment as described herein; and


 


WHEREAS, in order to finance
the Company’s transaction costs in connection with an intended initial merger, share exchange, asset acquisition, share purchase,
reorganization or similar business combination, involving the Company and one or more businesses (a “Business Combination”),
the Sponsor, members of the Company’s management team or any of their respective affiliates may, but are not obligated to, loan
the Company funds as the Company may require, of which up to $2,000,000 of such loans may be convertible into Units at a price of $10.00
per Unit, each Unit consisting of one share of Common Stock and one-half of one warrant to purchase one share of Common Stock (the “Loan
Warrants”); and


 


WHEREAS, the Company is
engaged in an initial public offering (the “Offering”) of units of the Company’s equity securities,
each such unit comprised of one share of Common Stock and one-half of one Public Warrant (as defined below) (the “Public
Units”, and together with the Placement Units, the “Units”) and, in connection therewith,
has determined to issue and deliver up to 12,650,000 redeemable warrants (including up to 1,650,000 redeemable warrants subject to
the Over-allotment Option) to public investors in the Offering (the “Public Warrants” and, together with
the Placement Warrants and the Loan Warrants, the “Warrants”). Each whole Warrant entitles the holder
thereof to purchase one share of Class A common stock of the Company, par value $0.0001 per share (the “Common
Stock”), for $11.50 per share, subject to adjustment as described herein. Only whole Warrants are exercisable. A
holder of the Public Warrants will not be able to exercise any fraction of a Warrant; and


 






     


     


    

 


WHEREAS, the Company has filed
with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1, No. [______]
(the “Registration Statement”) and prospectus (the “Prospectus”), for the registration,
under the Securities Act of 1933, as amended (the “Securities Act”), of the Units, the Public Warrants and the
Common Stock included in the Units; and


 


WHEREAS, the Company desires
the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration,
transfer, exchange, redemption and exercise of the Warrants; and


 


WHEREAS, the Company desires
to provide for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised, and the respective rights,
limitation of rights, and immunities of the Company, the Warrant Agent and the holders of the Warrants; and


 


WHEREAS, all acts and things
have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company and countersigned by or
on behalf of the Warrant Agent (if a physical certificate is issued), as provided herein, the valid, binding and legal obligations of
the Company, and to authorize the execution and delivery of this Agreement.


 


NOW, THEREFORE, in consideration of the mutual
agreements herein contained, the parties hereto agree as follows:


 


1.             Appointment of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company for the
Warrants, and the Warrant Agent hereby accepts such appointment and agrees to perform the same in accordance with the terms and conditions
set forth in this Agreement.


 


2.             Warrants.


 


2.1           Form of Warrant. Each Warrant shall initially be issued in registered form only.


 


2.2           Effect of Countersignature. If a physical certificate is issued, unless and until countersigned by the Warrant
Agent pursuant to this Agreement, a certificated Warrant shall be invalid and of no effect and may not be exercised by the holder thereof.


 






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2.3           Registration.


 


2.3.1        Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”),
for the registration of original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants
in book-entry form, the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations
and otherwise in accordance with instructions delivered to the Warrant Agent by the Company. Ownership of beneficial interests in the
Public Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained by institutions that
have accounts with The Depository Trust Company (the “Depositary”) (such institution, with respect to a Warrant
in its account, a “Participant”).


 


If the Depositary subsequently
ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding
making other arrangements for book-entry settlement. In the event that the Public Warrants are not eligible for, or it is no longer necessary
to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary to deliver
to the Warrant Agent for cancellation each book-entry Public Warrant, and the Company shall instruct the Warrant Agent to deliver to the
Depositary definitive certificates in physical form evidencing such Warrants (“Definitive Warrant Certificates”)
which shall be in the form annexed hereto as Exhibit A.


 


Physical certificates, if
issued, shall be signed by, or bear the facsimile signature of, the Chairman of the Board, the President, Chief Executive Officer, Chief
Financial Officer, Secretary or other principal officer of the Company. In the event the person whose facsimile signature has been placed
upon any Warrant shall have ceased to serve in the capacity in which such person signed the Warrant before such Warrant is issued, it
may be issued with the same effect as if he or she had not ceased to be such at the date of issuance.


 


2.3.2        Registered Holder. Prior to due presentment for registration of transfer of any Warrant, the Company and the
Warrant Agent may deem and treat the person in whose name such Warrant is registered in the Warrant Register (the “Registered
Holder”) as the absolute owner of such Warrant and of each Warrant represented thereby (notwithstanding any notation of
ownership or other writing on any physical certificate made by anyone other than the Company or the Warrant Agent), for the purpose of
any exercise thereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the
contrary.


 


2.4           Detachability
of Warrants. The Common Stock and Public Warrants comprising the Units shall begin separate trading on the 52nd day following
the date of the Prospectus or, if such 52nd day is not on a day, other than a Saturday, Sunday or federal holiday, on which banks in
New York City are generally open for normal business (a “Business Day”), then on the immediately
succeeding Business Day following such date, or earlier (the “Detachment Date”) with the consent of
Citigroup Global Markets Inc., acting as representative of the several underwriters, but in no event shall the Common Stock and the
Public Warrants comprising the Units be separately traded until (A) the Company has filed a Current Report on Form 8-K with the
Commission containing an audited balance sheet reflecting the receipt by the Company of the gross proceeds of the Offering,
including the proceeds then received by the Company from the exercise by the underwriters of their right to purchase additional
Units in the Offering (the “Over-allotment Option”), if the Over-allotment Option is exercised prior to
the filing of the Form 8-K, and (B) the Company issues a press release announcing when such separate trading shall begin.


 






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2.5           Fractional Warrants. The Company shall not issue fractional Warrants other than as part of the Units, each of which
is comprised of one share of Common Stock and one-half of one whole Public Warrant. If, upon the detachment of Public Warrants from the
Units or otherwise, a holder of Warrants would be entitled to receive a fractional Warrant, the Company shall round down to the nearest
whole number the number of Warrants to be issued to such holder.


 


2.6           Placement Warrants; Loan Warrants.


 


2.6.1        The Placement Warrants and the Loan Warrants shall be identical to the Public Warrants, except that so long as they are
held by the Sponsor or any of its Permitted Transferees (as defined below) the Placement Warrants and the Loan Warrants, including the
shares of Common Stock issuable upon exercise of the Placement Warrants and the Loan Warrants, may not be transferred, assigned or sold
until thirty (30) days after the completion by the Company of an initial Business Combination; provided, however, that the
Placement Warrants and the Loan Warrants and any shares of Common Stock issued upon exercise of the Placement Warrants and the Loan Warrants
may be transferred by the holders thereof:


 


(a)           to the Sponsor, the Company’s officers or directors, any affiliates or family members of any of the Company’s
officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor or any employees of such
affiliates;


 


(b)           in the case of an individual, by gift to a member of the individual’s immediate family, or to a trust, the beneficiary
of which is a member of one of the individual’s immediate family, or an affiliate of such person, or to a charitable organization;


 


(c)           in the case of an individual, by virtue of laws of descent and distribution upon death of the individual;


 


(d)           in the case of an individual, pursuant to a qualified domestic relations order;


 


(e)           by private sales or transfers made in connection with the completion of the Company’s Business Combination at prices
no greater than the price at which the securities, were originally purchased;


 


(f)            by virtue of the laws of Delaware, pursuant to the Sponsor’s organizational documents upon liquidation or dissolution
of our Sponsor;


 


(g)           to the Company for no value for cancellation in connection with the completion of its initial Business Combination;


 


(h)           in the event of the Company’s liquidation prior to the Company’s completion of its initial Business Combination;
or


 






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(i)            in
the event of the Company’s completion of a liquidation, merger, stock exchange or other similar transaction which results in all
of the Company’s stockholders having the right to exchange their Common Stock for cash, securities or other property subsequent
to the completion of the Company’s initial Business Combination;


 


provided, however, that in each
case (except for clauses (g), (h) or (i) or with the prior written consent of the Company) prior to such registration for transfer, the
Warrant Agent shall be presented with written documentation pursuant to which each permitted transferee (the “Permitted Transferees”)
must enter into a written agreement with the Company agreeing to be bound by these transfer restrictions.


 


2.6.2        Each
of the Loan Warrants shall be identical to the Placement Warrants.


 


3.             Terms and Exercise of Warrants.


 


3.1           Warrant Price. Each whole Warrant shall entitle the Registered Holder thereof, subject to the provisions of such
Warrant and of this Agreement, to purchase from the Company the number of shares of Common Stock stated therein, at the price of $11.50
per share, subject to the adjustments provided in Section 4 hereof and in the last sentence of this Section 3.1. The term
 “Warrant Price” as used in this Agreement shall mean the price per share (including in cash or by payment of
Warrants pursuant to a “cashless exercise,” to the extent permitted hereunder) described in the prior sentence at which Common
Stock may be purchased at the time a Warrant is exercised. The Company in its sole discretion may lower the Warrant Price at any time
prior to the Expiration Date (as defined below) for a period of not less than twenty (20) Business Days (unless otherwise required by
the Commission, any national securities exchange on which the Warrants are listed or by applicable law), provided that the Company
shall provide at least twenty (20) days prior written notice of such reduction to Registered Holders of the Warrants and, provided
further that any such reduction shall be identical among all of the Warrants.


 


3.2           Duration
of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) (A) commencing
on the later of: (i) the date that is thirty (30) days after the first date on which the Company completes a Business Combination,
and (ii) the date that is twelve (12) months from the date of the closing of the Offering, and (B) terminating at the earliest to
occur of (x) 5:00 p.m., New York City time on the date that is five (5) years after the date on which the Company completes its
initial Business Combination, (y) the liquidation of the Company in accordance with the Company’s governing documents, if the
Company fails to complete a Business Combination, and (z) with respect to a redemption pursuant to Section 6.1 hereof, 5:00
p.m., New York City time on the Redemption Date (as defined below) as provided in Section 6.2 hereof (the
 “Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to
the satisfaction of any applicable conditions, as set forth in subsection 3.3.2 below, with respect to an effective
registration statement or a valid exemption therefrom being available. Except with respect to the right to receive the Redemption
Price (as defined below) in the event of a redemption (as set forth in Section 6 hereof), each Warrant not exercised on or
before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall
cease at 5:00 p.m. New York City time on the Expiration Date. The Company in its sole discretion may extend the duration of the
Warrants by delaying the Expiration Date; provided that the Company shall provide at least twenty (20) days prior written
notice of any such extension to Registered Holders of the Warrants and, provided further that any such extension shall be
identical in duration among all the Warrants.


 






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3.3           Exercise of Warrants.


 


3.3.1        Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered
Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing
the Warrants to be exercised, or, in the case of a Warrant represented by a book-entry, the Warrants to be exercised (the “Book-Entry
Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such
purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”)
any Common Stock pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the
Definitive Warrant Certificate or, in the case of a Book-Entry Warrant, properly delivered by the Participant in accordance with the Depositary’s
procedures, and (iii) the payment in full of the Warrant Price for each share of Class A Common Stock as to which the Warrant is exercised
and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Common Stock
and the issuance of such Common Stock, as follows:


 


(a)           in lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant Agent;


 


(b)           on a cashless basis, as provided in Section 7.4 hereof.


 


3.3.2        Issuance
of Common Stock on Exercise. As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment
of the Warrant Price (if payment is pursuant to subsection 3.3.1(a)), the Company shall issue to the Registered Holder of
such Warrant a book-entry position or certificate, as applicable, for the number of shares of Common Stock to which he, she or it is
entitled, registered in such name or names as may be directed by him, her or it on the register of members of the Company, and if
such Warrant shall not have been exercised in full, a new book-entry position or countersigned Warrant, as applicable, for the
number of shares as to which such Warrant shall not have been exercised. Notwithstanding the foregoing, the Company shall not be
obligated to deliver any Common Stock pursuant to the exercise of a Warrant and shall have no obligation to settle such Warrant
exercise unless a registration statement under the Securities Act with respect to the Common Stock underlying the Public Warrants is
then effective and a prospectus relating thereto is current, subject to the Company’s satisfying its obligations under Section
7.4 or a valid exemption from registration is available. No Warrant shall be exercisable and the Company shall not be obligated
to issue Common Stock upon exercise of a Warrant unless the Common Stock issuable upon such Warrant exercise have been registered,
qualified or deemed to be exempt from registration or qualification under the securities laws of the state of residence of the
Registered Holder of the Warrants. Subject to Section 4.6 of this Agreement, a Registered Holder of Warrants may exercise its
Warrants only for a whole number of shares of Common Stock. The Company may require holders of Public Warrants to settle the Warrant
on a “cashless basis” pursuant to Section 7.4. If, by reason of any exercise of Warrants on a “cashless
basis”, the holder of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a
share of Common Stock, the Company shall round down to the nearest whole number, the number of shares of Common Stock to be issued
to such holder.


 






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3.3.3        Valid Issuance. All Common Stock issued upon the proper exercise of a Warrant in conformity with this Agreement and
the governing documents of the Company, shall be validly issued as fully paid and nonassessable.


 


3.3.4        Date of Issuance. Each person in whose name any book-entry position or certificate, as applicable, for Common Stock
is issued and who is registered in the register of members of the Company shall for all purposes be deemed to have become the holder of
record of such Common Stock on the date on which the Warrant, or book-entry position representing such Warrant, was surrendered and payment
of the Warrant Price was made, irrespective of the date of delivery of such certificate in the case of a certificated Warrant, except
that, if the date of such surrender and payment is a date when the register of members of the Company or book-entry system of the Warrant
Agent are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding
date on which the share transfer books or book-entry system are open.


 


3.3.5        Maximum
Percentage. A holder of a Warrant may notify the Company in writing in the event it elects to be subject to the provisions
contained in this subsection 3.3.5; however, no holder of a Warrant shall be subject to this subsection 3.3.5
unless he, she or it makes such election. If the election is made by a holder, the Warrant Agent shall not effect the exercise of
the holder’s Warrant, and such holder shall not have the right to exercise such Warrant, to the extent that after giving
effect to such exercise, such person (together with such person’s affiliates), to the Warrant Agent’s actual knowledge,
would beneficially own in excess of 9.8% (the “Maximum Percentage”) of the Common Stock outstanding
immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common
Stock beneficially owned by such person and its affiliates shall include the number of shares of Common Stock issuable upon exercise
of the Warrant with respect to which the determination of such sentence is being made, but shall exclude Common Stock that would be
issuable upon (x) exercise of the remaining, unexercised portion of the Warrant beneficially owned by such person and its affiliates
and (y) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned
by such person and its affiliates (including, without limitation, any convertible notes or convertible preferred shares or warrants)
subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding
sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”). For purposes of the Warrant, in
determining the number of outstanding shares of Common Stock, the holder may rely on the number of outstanding shares of Common
Stock as reflected in (1) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report
on Form 8-K or other public filing with the Commission as the case may be, (2) a more recent public announcement by the Company or
(3) any other notice by the Company or Continental Stock Transfer & Trust Company, as transfer agent (in such capacity, the
 “Transfer Agent”), setting forth the number of shares of Common Stock outstanding. For any reason at any
time, upon the written request of the holder of the Warrant, the Company shall, within two (2) Business Days, confirm orally and in
writing to such holder the number of shares of Common Stock then outstanding. In any case, the number of issued and outstanding
shares of Common Stock shall be determined after giving effect to the conversion or exercise of equity securities of the Company by
the holder and its affiliates since the date as of which such number of issued and outstanding shares of Common Stock was reported.
By written notice to the Company, the holder of a Warrant may from time to time increase or decrease the Maximum Percentage
applicable to such holder to any other percentage specified in such notice; provided, however, that any such increase
shall not be effective until the sixty-first (61st) day after such notice is delivered to the Company.


 






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4.             Adjustments.


 


4.1           Share Capitalizations.


 


4.1.1        Sub-Divisions. If after the date hereof, and subject to the provisions of Section 4.6 below, the number of
issued and outstanding shares of Common Stock is increased by a share capitalization, or by a sub-division of Common Stock or other similar
event, then, on the effective date of such share capitalization, sub-division or similar event, the number of shares of Common Stock issuable
on exercise of each Warrant shall be increased in proportion to such increase in the issued and outstanding shares of Common Stock. A
rights offering to all or substantially all holders of Common Stock entitling holders to purchase Common Stock at a price less than the
 “Historical Fair Market Value” (as defined below) shall be deemed a capitalization of a number of shares of Common Stock equal
to the product of (i) the number of shares of Common Stock actually sold in such rights offering (or issuable under any other equity securities
sold in such rights offering that are convertible into or exercisable for shares of Common Stock) multiplied by (ii) one (1) minus the
quotient of (x) the price per share of Common Stock paid in such rights offering divided by (y) the Historical Fair Market Value. For
purposes of this subsection 4.1.1, (i) if the rights offering is for securities convertible into or exercisable for Common Stock,
in determining the price payable for Common Stock, there shall be taken into account any consideration received for such rights, as well
as any additional amount payable upon exercise or conversion and (ii) “Historical Fair Market Value” means the volume weighted
average price of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the first date
on which the Common Stock trades on the applicable exchange or in the applicable market, regular way, without the right to receive such
rights. No shares of Common Stock shall be issued at less than their par value.


 


4.1.2        Extraordinary Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, pays to all
or substantially all holders of Common Stock a dividend or makes a distribution in cash, securities or other assets to the holders of
Common Stock on account of such Common Stock (or other shares into which the Warrants are convertible), other than (a) as described in
subsection 4.1.1 above, (b)


 






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Ordinary Cash Dividends
(as defined below), (c) to satisfy the redemption rights of the holders of Common Stock in connection with a proposed initial
Business Combination, (d) to satisfy the redemption rights of the holders of Common Stock in connection with a stockholder vote to
amend the Company’s amended and restated certificate of incorporation (i) to modify the substance or timing of the
Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100%
of the Company’s public shares if the Company does not complete its initial Business Combination within the time period
required by the Company’s amended and restated certificate of incorporation, as amended from time to time, or (ii) with
respect to any other provision relating to the rights of holders of Common Stock, (e) as a result of the repurchase of Common Stock
by the Company if a proposed initial Business Combination is presented to the stockholders of the Company for approval or (f) in
connection with the redemption of public shares upon the failure of the Company to complete its initial Business Combination and any
subsequent distribution of its assets upon its liquidation (any such non-excluded event being referred to herein as an
 “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the
effective date of such Extraordinary Dividend, by the amount of cash and/or the fair market value (as determined by the
Company’s board of directors (the “Board”), in good faith) of any securities or other assets paid on
each share of Common Stock in respect of such Extraordinary Dividend. For purposes of this subsection 4.1.2,
 “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share
basis, with the per share amounts of all other cash dividends and cash distributions paid on Common Stock during the 365-day period
ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred
to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the
Warrant Price or to the number of shares of Common Stock issuable on exercise of each Warrant) to the extent it does not exceed
$0.50 (being 5% of the offering price of the Units in the Offering).


 


4.2           Aggregation of Shares. If after the date hereof, and subject to the provisions of Section 4.6 hereof,
the number of issued and outstanding shares of Common Stock is decreased by a consolidation, combination, reverse stock split or reclassification
of shares of Common Stock or other similar event, then, on the effective date of such consolidation, combination, reverse stock split,
reclassification or similar event, the number of shares of Common Stock issuable on exercise of each Warrant shall be decreased in proportion
to such decrease in issued and outstanding shares of Common Stock.


 


4.3           Adjustments in Exercise Price. Whenever the number of shares of Common Stock purchasable upon the exercise of the
Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the
nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be
the number of shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator
of which shall be the number of shares of Common Stock so purchasable immediately thereafter.


 






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4.4           Raising of
Capital in Connection with the Initial Business Combination. If (x) the Company issues additional shares of Common Stock or
equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue
price or effective issue price of less than $9.20 per share of Common Stock (with such issue price or effective issue price to be
determined in good faith by the Board and, in the case of any such issuance to the Sponsor or their affiliates, without taking into
account any shares of Class B common stock of the Company, par value $0.0001 per share (the “Class B Common
Stock”), held by the Sponsor or such affiliates, as applicable, prior to such issuance (the “Newly Issued
Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and
interest thereon, available for the funding of the Company’s initial Business Combination on the date of the completion of the
Company’s initial Business Combination (net of redemptions), and (z) the volume-weighted average trading price of the Common
Stock during the twenty (20) trading day period starting on the trading day prior to the day on which the Company completes its
initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price will be
adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per
share redemption trigger prices described in Section 6.1 will be adjusted (to the nearest cent) to be equal to 180% of the
higher of the Market Value and the Newly Issued Price.


 


4.5           Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the issued
and outstanding Common Stock (other than a change under Section 4.1 or Section 4.2 hereof or that solely affects the par
value of such Common Stock), or in the case of any merger or consolidation of the Company with or into another corporation (other than
a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization
of the issued and outstanding Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets or
other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the holders
of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in
the Warrants and in lieu of the Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the
rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such
reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder
of the Warrants would have received if such holder had exercised his, her or its Warrant(s) immediately prior to such event (the “Alternative
Issuance”); provided, however, that if the holders of the Common Stock were entitled to exercise a right of election
as to the kind or amount of securities, cash or other assets receivable upon such consolidation or merger, then the kind and amount of
securities, cash or other assets constituting the Alternative Issuance for which each Warrant shall become exercisable shall be deemed
to be the weighted average of the kind and amount received per share by the holders of the Common Stock in such consolidation or merger
that affirmatively make such election. If any reclassification or reorganization also results in a change in Common Stock covered by subsection
4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section
4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or
consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable
upon exercise of such Warrant.


 


4.6           Notices of Changes in Warrant. Upon every adjustment of the Warrant Price or the number of shares issuable
upon exercise of a Warrant, the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Warrant Price
resulting from such adjustment and the increase or decrease, if any, in the number of shares purchasable at such price upon the exercise
of a Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Upon the
occurrence of any event specified in Sections 4.1, 4.2, 4.3, 4.4 or 4.5, the Company shall give written
notice of the occurrence of such event to each holder of a Warrant, at the last address set forth for such holder in the Warrant Register,
of the record date or the effective date of the event. Failure to give such notice, or any defect therein, shall not affect the legality
or validity of such event.


 






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4.7           No
Fractional Shares. Notwithstanding any provision contained in this Agreement to the contrary, the Company shall not issue fractional
shares upon the exercise of Warrants. If, by reason of any adjustment made pursuant to this Section 4, the holder of any Warrant
would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share, the Company shall, upon such exercise,
round down to the nearest whole number the number of shares of Common Stock to be issued to such holder.


 


4.8           Form of Warrant. The form of Warrant need not be changed because of any adjustment pursuant to this Section 4,
and Warrants issued after such adjustment may state the same Warrant Price and the same number of shares as is stated in the Warrants
initially issued pursuant to this Agreement; provided, however, that the Company may at any time in its sole discretion
make any change in the form of Warrant that the Company may deem appropriate and that does not affect the substance thereof, and any Warrant
thereafter issued or countersigned, whether in exchange or substitution for an outstanding Warrant or otherwise, may be in the form as
so changed.


 


4.9           Other Events. In case any event shall occur affecting the Company as to which none of the provisions of the preceding
subsections of this Section 4 are strictly applicable, but which would require an adjustment to the terms of the Warrants in order
to (i) avoid an adverse impact on the Warrants and (ii) effectuate the intent and purpose of this Section 4, then, in each such
case, the Company shall appoint a firm of independent registered public accountants, investment banking or other appraisal firm of recognized
national standing, which shall give its opinion as to whether or not any adjustment to the rights represented by the Warrants is necessary
to effectuate the intent and purpose of this Section 4 and, if they determine that an adjustment is necessary, the terms of such
adjustment; provided, however, that under no circumstances shall the Warrants be adjusted pursuant to this Section 4.9
as a result of any issuance of securities in connection with a Business Combination. The Company shall adjust the terms of the Warrants
in a manner that is consistent with any adjustment recommended in such opinion.


 


4.10         No Adjustment. For the avoidance of doubt, no adjustment shall be made to the terms of the Warrants solely as a result
of an adjustment to the conversion ratio of the Class B Common Stock into shares of Common Stock or the conversion of the Class B Common
Stock into shares of Common Stock, in each case, pursuant to the Company’s amended and restated certificate of incorporation, as
amended from time to time.


 


5.             Transfer and Exchange of Warrants.


 


5.1           Registration of Transfer. The Warrant Agent shall register the transfer, from time to time, of any outstanding
Warrant upon the Warrant Register, upon surrender of such Warrant for transfer, in the case of a certificated Warrant, properly endorsed
with signatures properly guaranteed and accompanied by appropriate instructions for transfer. Upon any such transfer, a new Warrant representing
an equal aggregate number of Warrants shall be issued and the old Warrant shall be cancelled by the Warrant Agent. In the case of certificated
Warrants, the Warrants so cancelled shall be delivered by the Warrant Agent to the Company from time to time upon request.


 






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5.2           Procedure
for Surrender of Warrants. Warrants may be surrendered to the Warrant Agent, together with a written request for exchange or transfer,
and thereupon the Warrant Agent shall issue in exchange therefor one or more new Warrants as requested by the Registered Holder of the
Warrants so surrendered, representing an equal aggregate number of Warrants; provided, however, that except as otherwise
provided herein or with respect to any Book-Entry Warrant, each Book-Entry Warrant may be transferred only in whole and only to the Depositary,
to another nominee of the Depositary, to a successor depository, or to a nominee of a successor depository; provided further,
however that in the event that a Warrant surrendered for transfer bears a restrictive legend (as in the case of the Placement
Warrants and the Loan Warrants), the Warrant Agent shall not cancel such Warrant and issue new Warrants in exchange thereof until the
Warrant Agent has received an opinion of counsel for the Company stating that such transfer may be made and indicating whether the new
Warrants must also bear a restrictive legend.


 


5.3           Fractional Warrants. The Warrant Agent shall not be required to effect any registration of transfer or exchange which
shall result in the issuance of a warrant certificate or book-entry position for a fraction of a warrant, except as part of the Units.


 


5.4           Service Charges. No service charge shall be made for any exchange or registration of transfer of Warrants.


 


5.5           Warrant Execution and Countersignature. The Warrant Agent is hereby authorized to countersign and to deliver,
in accordance with the terms of this Agreement, the Warrants required to be issued pursuant to the provisions of this Section 5,
and the Company, whenever required by the Warrant Agent, shall supply the Warrant Agent with Warrants duly executed on behalf of the Company
for such purpose.


 


5.6           Transfer of Warrants. Prior to the Detachment Date, the Public Warrants may be transferred or exchanged only together
with the Unit in which such Warrant is included, and only for the purpose of effecting, or in conjunction with, a transfer or exchange
of such Unit. Furthermore, each transfer of a Unit on the register relating to such Units shall operate also to transfer the Warrants
included in such Unit. Notwithstanding the foregoing, the provisions of this Section 5.6 shall have no effect on any transfer of
Warrants on and after the Detachment Date.


 


6.             Redemption.


 


6.1           Redemption
of Warrants. Not less than all of the outstanding Warrants may be redeemed, at the option of the Company, at any time during the
Exercise Period, at the office of the Warrant Agent, upon notice to the Registered Holders of the Warrants, as described in Section
6.2 below, at a Redemption Price of $0.01 per Warrant, provided that (a) the Reference Value (as defined below) equals or
exceeds $18.00 per share (subject to adjustment in compliance with Section 4 hereof) and (b) there is an effective
registration statement covering the Common Stock issuable upon exercise of the Warrants, and a current prospectus relating thereto,
available throughout the 30-day Redemption Period (as defined in Section 6.2 below) or the Company has elected to require the
exercise of Warrants on a “cashless basis” pursuant to Section 7.4; provided, however, that if and when
the Public Warrants become redeemable by the Company, the Company may not exercise such redemption right if the issuance of shares
of Common Stock upon exercise of the Public Warrants is not exempt from registration or qualification under applicable state blue
sky laws or the Company is unable to effect such registration or qualification.


 






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6.2           Date Fixed for, and Notice of, Redemption; Redemption Price; Reference Value. In the event that the Company elects
to redeem the Warrants pursuant to Section 6.1, the Company shall fix a date for the redemption (the “Redemption Date”).
Notice of redemption shall be mailed by first class mail, postage prepaid, by the Company not less than thirty (30) days prior to the
Redemption Date (the “30-day Redemption Period”) to the Registered Holders of the Warrants to be redeemed at
their last addresses as they shall appear on the registration books. Any notice mailed in the manner herein provided shall be conclusively
presumed to have been duly given whether or not the Registered Holder received such notice. As used in this Agreement,


 


(a)           “Redemption Price” shall mean the price per Warrant at which any Warrants are redeemed pursuant
to Section 6.1 and


 


(b)           “Reference Value” shall mean the last reported sales price of the Common Stock for any twenty
(20) trading days within the thirty (30) trading-day period ending on the third trading day prior to the date on which notice of the redemption
is given.


 


6.3           Exercise After Notice of Redemption. The Warrants may be exercised at any time after notice of redemption shall have
been given by the Company pursuant to Section 6.2 hereof and prior to the Redemption Date. On and after the Redemption Date, the
record holder of the Warrants shall have no further rights except to receive, upon surrender of the Warrants, the Redemption Price.


 


7.             Other Provisions Relating to Rights of Holders of Warrants.


 


7.1           No Rights as Stockholder. A Warrant does not entitle the Registered Holder thereof to any of the rights of
a stockholder of the Company, including, without limitation, the right to receive dividends, or other distributions, exercise any preemptive
rights to vote or to consent or to receive notice as stockholders in respect of the meetings of stockholders or the election of directors
of the Company or any other matter.


 


7.2           Lost, Stolen, Mutilated, or Destroyed Warrants. If any Warrant is lost, stolen, mutilated, or destroyed, the Company
and the Warrant Agent may on such terms as to indemnity or otherwise as they may in their discretion impose (which shall, in the case
of a mutilated Warrant, include the surrender thereof), issue a new Warrant of like denomination, tenor, and date as the Warrant so lost,
stolen, mutilated, or destroyed. Any such new Warrant shall constitute a substitute contractual obligation of the Company, whether or
not the allegedly lost, stolen, mutilated, or destroyed Warrant shall be at any time enforceable by anyone.


 


7.3           Reservation of Common Stock. The Company shall at all times reserve and keep available a number of its authorized
but unissued shares of Common Stock that shall be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant
to this Agreement.


 






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7.4           Registration
of Common Stock; Cashless Exercise at Company’s Option.


 


7.4.1        Registration of the Common Stock. The Company agrees that as soon as practicable, but in no event later than
twenty (20) Business Days after the closing of its initial Business Combination, it shall use its best efforts to file with the Commission
a registration statement for the registration, under the Securities Act, of the Common Stock issuable upon exercise of the Warrants. The
Company shall use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement,
and a current prospectus relating thereto, until the expiration or redemption of the Warrants in accordance with the provisions of this
Agreement. If any such registration statement has not been declared effective by the sixtieth (60th) Business Day following the closing
of the Business Combination, holders of the Warrants shall have the right, during the period beginning on the sixty-first (61st) Business
Day after the closing of the Business Combination and ending upon such registration statement being declared effective by the Commission,
and during any other period when the Company shall fail to have maintained an effective registration statement covering the issuance of
the Common Stock issuable upon exercise of the Warrants, to exercise such Warrants on a “cashless basis,” by exchanging the
Warrants (in accordance with Section 3(a)(9) of the Securities Act or another exemption) for that number of shares of Common Stock equal
to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the
excess of the “Fair Market Value” (as defined below) less the Warrant Price by (y) the Fair Market Value. Solely for purposes
of this subsection 7.4.1, “Fair Market Value” shall mean the volume-weighted average price of the Common Stock as reported
during the ten (10) trading day period ending on the trading day prior to the date that notice of exercise is received by the Warrant
Agent from the holder of such Warrants or its securities broker or intermediary. The date that notice of “cashless exercise”
is received by the Warrant Agent shall be conclusively determined by the Warrant Agent. In connection with the “cashless exercise”
of a Warrant, the Company shall, upon request, provide the Warrant Agent with an opinion of counsel for the Company (which shall be an
outside law firm with securities law experience) stating that (i) the exercise of the Warrants on a “cashless basis” in accordance
with this subsection 7.4.1 is not required to be registered under the Securities Act and (ii) the Common Stock issued upon such
exercise shall be freely tradable under United States federal securities laws by anyone who is not an affiliate (as such term is defined
in Rule 144 under the Securities Act) of the Company and, accordingly, shall not be required to bear a restrictive legend. Except as provided
in subsection 7.4.2, for the avoidance of doubt, unless and until all of the Warrants have been exercised or have expired, the
Company shall continue to be obligated to comply with its registration obligations under the first three sentences of this subsection
7.4.1.


 


7.4.2        Cashless
Exercise at Company’s Option. If the Common Stock is at the time of any exercise of a Public Warrant not listed on a
national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the
Securities Act, the Company may, at its option, (i) require holders of Warrants who exercise Warrants to exercise such Warrants on a
 “cashless basis” in accordance with Section 3(a)(9) of the Securities Act as described in subsection 7.4.1 and
(ii) in the event the Company so elects, the Company shall (x) not be required to file or maintain in effect a registration
statement for the registration, under the Securities Act, of the Common Stock issuable upon exercise of the Warrants,
notwithstanding anything in this Agreement to the contrary, and (y) use its commercially reasonable efforts to register or qualify
for sale the Common Stock issuable upon exercise of the Warrant under applicable blue sky laws of the state of the residence of the
holder to the extent an exemption is not available.


 






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8.             Concerning the Warrant Agent and Other Matters.


 


8.1           Payment of Taxes. The Company shall from time to time promptly pay all taxes and charges that may be imposed upon
the Company or the Warrant Agent in respect of the issuance or delivery of Common Stock upon the exercise of the Warrants, but the Company
shall not be obligated to pay any transfer taxes in respect of the Warrants or such shares.


 


8.2           Resignation, Consolidation, or Merger of Warrant Agent.


 


8.2.1        Appointment of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign
its duties and be discharged from all further duties and liabilities hereunder after giving sixty (60) days’ notice in writing to
the Company. If the office of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint
in writing a successor Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period
of thirty (30) days after it has been notified in writing of such resignation or incapacity by the Warrant Agent or by the holder of a
Warrant (who shall, with such notice, submit his, her or its Warrant for inspection by the Company), then the holder of any Warrant may
apply to the Supreme Court of the State of New York for the County of New York for the appointment of a successor Warrant Agent at the
Company’s cost. Any successor Warrant Agent, whether appointed by the Company or by such court, shall be a corporation organized
and existing under the laws of the State of New York, in good standing and having its principal office in the Borough of Manhattan, City
and State of New York, and authorized under such laws to exercise corporate trust powers and subject to supervision or examination by
federal or state authority. After appointment, any successor Warrant Agent shall be vested with all the authority, powers, rights, immunities,
duties, and obligations of its predecessor Warrant Agent with like effect as if originally named as Warrant Agent hereunder, without any
further act or deed; but if for any reason it becomes necessary or appropriate, the predecessor Warrant Agent shall execute and deliver,
at the expense of the Company, an instrument transferring to such successor Warrant Agent all the authority, powers, and rights of such
predecessor Warrant Agent hereunder; and upon request of any successor Warrant Agent the Company shall make, execute, acknowledge, and
deliver any and all instruments in writing for more fully and effectually vesting in and confirming to such successor Warrant Agent all
such authority, powers, rights, immunities, duties, and obligations.


 


8.2.2        Notice of Successor Warrant Agent. In the event a successor Warrant Agent shall be appointed, the Company
shall give notice thereof to the predecessor Warrant Agent and the Transfer Agent for the Common Stock not later than the effective date
of any such appointment.


 


8.2.3        Merger or Consolidation of Warrant Agent. Any entity into which the Warrant Agent may be merged or with which
it may be consolidated or any entity resulting from any merger or consolidation to which the Warrant Agent shall be a party shall be the
successor Warrant Agent under this Agreement without any further act.


 






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8.3           Fees
and Expenses of Warrant Agent.


 


8.3.1        Remuneration. The Company agrees to pay the Warrant Agent reasonable remuneration for its services as such Warrant
Agent hereunder and shall, pursuant to its obligations under this Agreement, reimburse the Warrant Agent upon demand for all expenditures
that the Warrant Agent may reasonably incur in the execution of its duties hereunder.


 


8.3.2        Further Assurances. The Company agrees to perform, execute, acknowledge, and deliver or cause to be performed, executed,
acknowledged, and delivered all such further and other acts, instruments, and assurances as may reasonably be required by the Warrant
Agent for the carrying out or performing of the provisions of this Agreement.


 


8.4           Liability of Warrant Agent.


 


8.4.1        Reliance on Company Statement. Whenever in the performance of its duties under this Agreement, the Warrant Agent
shall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any
action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be
conclusively proved and established by a statement signed by the Chairman of the Board, Chief Executive Officer, President or Chief Financial
Officer of the Company and delivered to the Warrant Agent. The Warrant Agent may rely upon such statement for any action taken or suffered
in good faith by it pursuant to the provisions of this Agreement.


 


8.4.2        Indemnity. The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct, fraud
or bad faith. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments,
out-of-pocket costs and reasonable outside counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement,
except as a result of the Warrant Agent’s gross negligence, willful misconduct, fraud or bad faith.


 


8.4.3        Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with
respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible
for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not
be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method,
or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by
any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any Common Stock to be issued
pursuant to this Agreement or any Warrant or as to whether any Common Stock shall, when issued, be valid and fully paid and nonassessable.


 


8.5           Acceptance of Agency. The Warrant Agent hereby accepts the agency established by this Agreement and agrees to perform
the same upon the terms and conditions herein set forth and among other things, shall account promptly to the Company with respect to
Warrants exercised and concurrently account for, and pay to the Company, all monies received by the Warrant Agent for the purchase of
Common Stock through the exercise of the Warrants.


 






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8.6           Waiver.
The Warrant Agent has no right of set-off or any other right, title, interest or claim of any kind (“Claim”)
in, or to any distribution of, the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date
hereof, by and between the Company and Continental Stock Transfer & Trust Company as trustee thereunder) and hereby agrees not to
seek recourse, reimbursement, payment or satisfaction for any Claim against the Trust Account for any reason whatsoever. The Warrant
Agent hereby waives any and all Claims against the Trust Account and any and all rights to seek access to the Trust Account.


 


9.             Miscellaneous Provisions.


 


9.1           Successors. All the covenants and provisions of this Agreement by or for the benefit of the Company or the Warrant
Agent shall bind and inure to the benefit of their respective successors and assigns.


 


9.2           Notices. Any notice, statement or demand authorized by this Agreement to be given or made by the Warrant Agent or
by the holder of any Warrant to or on the Company shall be sufficiently given when so delivered if by hand or overnight delivery or if
sent by certified mail or private courier service within five (5) days after deposit of such notice, postage prepaid, addressed (until
another address is filed in writing by the Company with the Warrant Agent), as follows:


 


FTAC Emerald Acquisition Corp.


2929 Arch Street, Suite 1703


Philadelphia, PA 19104


Attention:


Email:


 


with a copy (which shall not constitute service) to:


 


Reed Smith LLP


599 Lexington Avenue, 22nd Floor


New York, NY 10022


Attention: Ari Edelman


 


Any notice, statement or demand authorized by
this Agreement to be given or made by the holder of any Warrant or by the Company to or on the Warrant Agent shall be sufficiently given
when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five (5) days after
deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Warrant Agent with the Company),
as follows:


 


Continental Stock Transfer & Trust Company


One State Street, 30th Floor


New York, NY 10004


Attention: Compliance Department


 






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9.3           Applicable
Law; Forum. The validity, interpretation, and performance of this Agreement and of the Warrants shall be governed in all
respects by 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. The Company hereby agrees that any action, proceeding or claim against
it arising out of or relating in any way to this Agreement, including under the Securities Act, shall be brought and enforced in the
courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits
to such jurisdiction, which jurisdiction shall be the exclusive forum for any such action, proceeding or claim. The Company hereby
waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the
foregoing, (i) the provisions of this paragraph will not apply to suits brought to enforce any liability or duty created by the
Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive
forum. Any person or entity purchasing or otherwise acquiring any interest in the Warrants shall be deemed to have notice of and to
have consented to the forum provisions in this Section 9.3. If any action, the subject matter of which is within the scope of the
forum provisions above, is filed in a court other than a court located within the State of New York or the United States District
Court for the Southern District of New York (a “Foreign Action”) in the name of any warrant holder, such
warrant holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located within
the State of New York or the United States District Court for the Southern District of New York in connection with any action
brought in any such court to enforce the forum provisions (an “Enforcement Action”), and (y) having
service of process made upon such warrant holder in any Enforcement Action by service upon such warrant holder’s counsel in
the Foreign Action as agent for such warrant holder.


 


9.4           Persons Having Rights under this Agreement. Nothing in this Agreement shall be construed to confer upon, or give
to, any person or corporation other than the parties hereto and the Registered Holders of the Warrants any right, remedy, or claim under
or by reason of this Agreement or of any covenant, condition, stipulation, promise, or agreement hereof. All covenants, conditions, stipulations,
promises, and agreements contained in this Agreement shall be for the sole and exclusive benefit of the parties hereto and their successors
and assigns and of the Registered Holders of the Warrants.


 


9.5           Examination of the Warrant Agreement. A copy of this Agreement shall be available at all reasonable times at the
office of the Warrant Agent in the Borough of Manhattan, City and State of New York, for inspection by the Registered Holder of any Warrant.
The Warrant Agent may require any such holder to submit such holder’s Warrant for inspection by the Warrant Agent.


 


9.6           Counterparts. This Agreement may be executed in any number of original or facsimile counterparts and each of such
counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but 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.


 


9.7           Effect of Headings. The section headings herein are for convenience only and are not part of this Agreement and shall
not affect the interpretation thereof.


 






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9.8           Amendments.
This Agreement may be amended by the parties hereto without the consent of any Registered Holder for the purpose of (i) curing any
ambiguity or to correct any mistake, including to conform the provisions hereof to the description of the terms of the Warrants and
this Agreement set forth in the Prospectus, or defective provision contained herein, or (ii) making any amendments that are
necessary in the good faith determination of the Board (taking into account then existing market precedents for initial public
offerings of special purpose acquisition companies underwritten by bulge bracket investment banks) to allow for the Warrants to be
classified as equity in the Company’s financial statements; provided that no such amendment shall increase the Warrant Price,
shorten the Exercise Period or will, in the aggregate, materially affect the legal rights of Registered Holders of the
then-outstanding Public Warrants under this Agreement, (iii) removing or reducing the Company’s ability to redeem the Warrants
or (iv) adding or changing any provisions with respect to matters or questions arising under this Agreement as the parties may deem
necessary or desirable and that the parties deem shall not adversely affect the rights of the Registered Holders under this
Agreement, provided that in the case of this clause (iv) the approval by the Registered Holders of at least 50% of the
then-outstanding Public Warrants is required to make any change that adversely affects the legal rights of the Registered Holders of
the Public Warrants under this Agreement. The Company may amend the terms of the Public Warrants in a manner adverse to a Registered
Holder if holders of at least 50% of the then-outstanding Public Warrants approve of such amendment and, solely with respect to any
amendment to the terms of the Placement Warrants or Loan Warrants or any provision of this Agreement with respect to the Placement
Warrants or Loan Warrants, 50% of the number of the then outstanding Placement Warrants or Loan Warrants; provided that this
Agreement may be amended by the parties hereto with the vote or written consent of Registered Holders of at least 50% of the then
outstanding Placement Warrants or Loan Warrants without the consent of any other Registered Holder to provide that the Placement
Warrants or Loan Warrants (a) will remain Placement Warrants or Loan Warrants, as applicable, when transferred to any party,
including parties that are not Permitted Transferees, or (b) have the same terms as the Public Warrants, subject to any applicable
contractual restrictions or securities law restrictions. Notwithstanding the foregoing, the Company may lower the Warrant Price or
extend the duration of the Exercise Period pursuant to Sections 3.1 and 3.2, respectively, or make any amendment
necessary in the good faith determination of the Board of directors (taking into account then existing market precedents) to allow
for the Warrants to be classified as equity in the Company’s financial statements, in each case, without the consent of the
Registered Holders.


 


9.9           Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision
hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu
of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement
a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.


 


Exhibit A Form of Warrant Certificate


 


Exhibit B Legend — Placement Warrants and Loan Warrants


 


[SIGNATURE PAGE FOLLOWS]


 






    - 19 -


     


    

 





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


 


	 	FTAC EMERALD ACQUISITION CORP.
	 	 
	 	By:	                    



 


	 	Name:	 



 


	 	Title:	 



 


	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY,
	 	as Warrant Agent
	 	 
	 	By:	                    



 


	 	Name:	 



 


	 	Title:	 




 


[Signature Page to Warrant Agreement]


 






     


     


    

 





EXHIBIT A


 


Form of Warrant Certificate


 


[FACE]


 


Number


 


Warrants


 


THIS WARRANT SHALL BE VOID IF NOT EXERCISED
PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW


 


FTAC EMERALD ACQUISITION CORP.


 


Incorporated Under the Laws of the State of
Delaware


 


CUSIP [_____]


 


Warrant Certificate


 


This Warrant Certificate
certifies that , or registered assigns, is the registered holder of warrant(s) evidenced hereby (the “Warrants”
and each, a “Warrant”) to purchase shares of Class A common stock, $0.0001 par value (the “Common
Stock”), of FTAC Emerald Acquisition Corp., a Delaware corporation (the “Company”). Each Warrant
entitles the holder, upon exercise during the period set forth in the Warrant Agreement referred to below, to receive from the Company
that number of fully paid and non-assessable shares of Common Stock as set forth below, at the exercise price (the “Exercise
Price”) as determined pursuant to the Warrant Agreement, payable in lawful money (or through “cashless exercise”
as provided for in the Warrant Agreement) of the United States of America upon surrender of this Warrant Certificate and payment of the
Exercise Price at the office or agency of the Warrant Agent referred to below, subject to the conditions set forth herein and in the Warrant
Agreement. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant
Agreement.


 


Each whole Warrant is initially
exercisable for one fully paid and non-assessable share of Common Stock. No fractional shares will be issued upon exercise of any Warrant.
If, upon the exercise of Warrants, a holder would be entitled to receive a fractional interest in a share of Common Stock, the Company
will, upon exercise, round down to the nearest whole number the number of shares of Common Stock to be issued to the Warrant holder. The
number of shares of Common Stock issuable upon exercise of the Warrants is subject to adjustment upon the occurrence of certain events
as set forth in the Warrant Agreement.


 


The initial Exercise Price
per one share of Common Stock for any Warrant is equal to $11.50 per share. The Exercise Price is subject to adjustment upon the occurrence
of certain events as set forth in the Warrant Agreement.


 






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Subject to the conditions
set forth in the Warrant Agreement, the Warrants may be exercised only during the Exercise Period and to the extent not exercised by the
end of such Exercise Period, such Warrants shall become void. The Warrants may be redeemed, subject to certain conditions, as set forth
in the Warrant Agreement.


 


Reference is hereby made to
the further provisions of this Warrant Certificate set forth on the reverse hereof and such further provisions shall for all purposes
have the same effect as though fully set forth at this place.


 


This Warrant Certificate shall
not be valid unless countersigned by the Warrant Agent, as such term is used in the Warrant Agreement.


 


This Warrant Certificate shall
be governed by and construed in accordance with the internal laws of the State of New York, without regard to conflicts of laws principles
thereof.


 


	 	FTAC EMERALD ACQUISITION CORP.
	 	 
	 	By:	                    



 


	 	Name:	 



 


	 	Title:	 



 


	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent
	 	 
	 	By:	                    



 


	 	Name:	 



 


	 	Title:	 




 






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[Form of Warrant Certificate]


 


[Reverse]


 


The Warrants evidenced by
this Warrant Certificate are part of a duly authorized issue of Warrants entitling the holder on exercise to receive shares of Common
Stock and are issued or to be issued pursuant to a Warrant Agreement dated as of _____, 2021 (the “Warrant Agreement”),
duly executed and delivered by the Company to Continental Stock Transfer & Trust Company, a New York limited purpose trust company,
as warrant agent (the “Warrant Agent”), which Warrant Agreement is hereby incorporated by reference in and made
a part of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities
thereunder of the Warrant Agent, the Company and the holders (the words “holders” or “holder”
meaning the Registered Holders or Registered Holder, respectively) of the Warrants. A copy of the Warrant Agreement may be obtained by
the holder hereof upon written request to the Company. Defined terms used in this Warrant Certificate but not defined herein shall have
the meanings given to them in the Warrant Agreement.


 


Warrants may be exercised
at any time during the Exercise Period set forth in the Warrant Agreement. The holder of Warrants evidenced by this Warrant Certificate
may exercise them by surrendering this Warrant Certificate, with the form of Election to Purchase set forth hereon properly completed
and executed, together with payment of the Exercise Price as specified in the Warrant Agreement (or through “cashless exercise”
as provided for in the Warrant Agreement) at the principal corporate trust office of the Warrant Agent. In the event that upon any exercise
of Warrants evidenced hereby the number of Warrants exercised shall be less than the total number of Warrants evidenced hereby, there
shall be issued to the holder hereof or his, her or its assignee, a new Warrant Certificate evidencing the number of Warrants not exercised.


 


Notwithstanding anything else
in this Warrant Certificate or the Warrant Agreement, no Warrant may be exercised unless at the time of exercise (i) a registration statement
covering the issuance of the shares of Common Stock to be issued upon exercise is effective under the Securities Act and (ii) a prospectus
thereunder relating to the shares of Common Stock is current, except through “cashless exercise” as provided
for in the Warrant Agreement.


 


The Warrant Agreement provides
that upon the occurrence of certain events the number of shares of Common Stock issuable upon exercise of the Warrants set forth on the
face hereof may, subject to certain conditions, be adjusted. If, upon exercise of a Warrant, the holder thereof would be entitled to receive
a fractional interest in a share of Common Stock, the Company shall, upon exercise, round down to the nearest whole number of shares of
Common Stock to be issued to the holder of the Warrant.


 


Warrant Certificates, when
surrendered at the principal corporate trust office of the Warrant Agent by the Registered Holder thereof in person or by legal representative
or attorney duly authorized in writing, may be exchanged, in the manner and subject to the limitations provided in the Warrant Agreement,
but without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor evidencing in the aggregate
a like number of Warrants.


 






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Upon due presentation for
registration of transfer of this Warrant Certificate at the office of the Warrant Agent a new Warrant Certificate or Warrant Certificates
of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant
Certificate, subject to the limitations provided in the Warrant Agreement, without charge except for any tax or other governmental charge
imposed in connection therewith.


 


The Company and the Warrant
Agent may deem and treat the Registered Holder(s) hereof as the absolute owner(s) of this Warrant Certificate (notwithstanding any notation
of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the holder(s) hereof,
and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary. Neither the
Warrants nor this Warrant Certificate entitles any holder hereof to any rights of a stockholder of the Company.


 









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Election to Purchase


 


(To Be Executed Upon Exercise of Warrant)


 


The undersigned hereby irrevocably
elects to exercise the right, represented by this Warrant Certificate, to receive [_] shares of Common Stock and herewith tenders payment
for such shares of Common Stock to the order of FTAC Emerald Acquisition Corp. (the “Company”) in the amount
of $ in accordance with the terms hereof. The undersigned requests that a certificate for such shares of Common Stock be registered
in the name of [___], whose address is [___] and that such shares of Common Stock be delivered to [___] whose address is [___]. If said
number of shares of Common Stock is less than all of the shares of Common Stock purchasable hereunder, the undersigned requests that a
new Warrant Certificate representing the remaining balance of such shares of Common Stock be registered in the name of [___], whose address
is [___] and that such Warrant Certificate be delivered to [___], whose address is [___].


 


In the event that the Warrant
is a Placement Warrant or Loan Warrant that is to be exercised on a “cashless” basis pursuant to subsection 3.3.1(c) of the
Warrant Agreement, the number of shares of Common Stock that this Warrant is exercisable for shall be determined in accordance with subsection
3.3.1(c) of the Warrant Agreement.


 


In the event that the Warrant
is to be exercised on a “cashless” basis pursuant to Section 7.4 of the Warrant Agreement, the number of shares of
Common Stock that this Warrant is exercisable for shall be determined in accordance with Section 7.4 of the Warrant Agreement.


 


In the event that the Warrant may be exercised,
to the extent allowed by the Warrant Agreement, through cashless exercise


 


(i)            the number of shares of Common Stock that this Warrant is exercisable for would be determined in accordance with the relevant
section of the Warrant Agreement which allows for such cashless exercise and (ii) the holder hereof shall complete the following: The
undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, through the cashless exercise provisions
of the Warrant Agreement, to receive shares of Common Stock. If said number of shares is less than all of the shares of Common Stock purchasable
hereunder (after giving effect to the cashless exercise), the undersigned requests that a new Warrant Certificate representing the remaining
balance of such shares of Common Stock be registered in the name of [___], whose address is [___] and that such Warrant Certificate be
delivered to [___], whose address is [___].


 


[Signature Page Follows]


 






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Date: [___], 20__


 


	 	(Signature)
	 	 
	 	(Address)
	 	 
	 	 
	 	 
	 	(Tax Identification Number)
	 	 
	Signature Guaranteed:	 
	 	 
	 	 




 


THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE
GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE
MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED).


 






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EXHIBIT B


 


LEGEND


 


THE SECURITIES REPRESENTED
BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE
OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE
STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE.


 


IN ADDITION, SUBJECT TO ANY
ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED IN (1) THE LETTER AGREEMENT BY AND AMONG FTAC EMERALD ACQUISITION CORP. (THE “COMPANY”),
THE OFFICERS AND DIRECTORS OF THE COMPANY AND THE OTHER PARTIES THERETO AND (2) THE PURCHASE AGREEMENT BY AND AMONG THE COMPANY AND THE
OTHER PARTIES THERETO, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS THIRTY
(30) DAYS AFTER THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION 3 OF THE WARRANT AGREEMENT
REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 2 OF THE WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE
COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS.


 


SECURITIES EVIDENCED BY THIS
CERTIFICATE AND COMMON STOCK OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION
RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.


 


NO.             WARRANT


 






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