Exhibit 10.8


 


FTAC EMERALD ACQUISITION CORP.





2929 Arch Street, Suite 1703


Philadelphia, PA 19104


 


, 2021


 


Emerald ESG Sponsor, LLC


2929 Arch Street, Suite 1703


Philadelphia, PA 19104


 


	 	Re:	Administrative Services Agreement


 


Gentlemen:


 


This letter agreement by and
between FTAC Emerald Acquisition Corp. (the “Company”) and Emerald ESG Sponsor, LLC (“Sponsor”), dated as of the
date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the Nasdaq Global
Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the Securities
and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company
of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such
earlier date hereinafter referred to as the “Termination Date”):


 


(i) Sponsor or one of
its affiliates shall make available to the Company, at 2929 Arch Street, Philadelphia, PA (or any successor location of Sponsor or its
affiliates), certain office space, administrative and shared personnel support services as may be reasonably requested by the Company.
In exchange therefor, the Company shall pay Sponsor the sum of $30,000 per month on the Listing Date and continuing monthly thereafter
until the Termination Date; and


 


(ii) Sponsor hereby irrevocably
waives any and all right, title, interest, causes of action and claims of any kind (each, a “Claim”) in or to, and any and
all right to seek payment of any amounts due to it out of, the trust account established for the benefit of the public stockholders of
the Company and into which substantially all of the proceeds of the Company’s initial public offering will be deposited (the “Trust
Account”), and hereby irrevocably waives any Claim it may have in the future as a result of, or arising out of, this letter agreement,
which Claim would reduce, encumber or otherwise adversely affect the Trust Account or any monies or other assets in the Trust Account,
and further agrees not to seek recourse, reimbursement, payment or satisfaction of any Claim against the Trust Account or any monies or
other assets in the Trust Account for any reason whatsoever.


 


This letter agreement may
not be amended, modified or waived as to any particular provision, except by a written instrument executed by the parties hereto.


 


No party hereto may assign
either this letter agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other
party. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer or assign
any interest or title to the purported assignee.


 


This letter agreement, the
entire relationship of the parties hereto, and any litigation between the parties (whether grounded in contract, tort, statute, law or
equity) shall be governed by, construed in accordance with, and interpreted pursuant to the laws of the Commonwealth of Pennsylvania,
without giving effect to its choice of laws principles.


 


[Signature pages follows]


 






     


     


    

 


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


 


[Signature Page to Administrative Services
Agreement]


 






    2 


     


    

 


AGREED TO AND ACCEPTED BY:


 


EMERALD ESG SPONSOR, LLC


 


	By:	 	 
	 	Name:	Betsy Cohen	 
	 	Title:	Manager	 


 


[Signature Page to Administrative Services
Agreement]