Offer Letter, by and between Stacey Sayetta and Emerald X, LLC dated October 1, 2021

Personal and Confidential

September 28, 2021

Dear Stacey,

On behalf of Emerald X, LLC (the “Company”), I am delighted to confirm our offer of employment to you in the position of Executive Vice President and General Counsel. Your start date will be November 1, 2021, or as otherwise mutually agreed. The following are the key elements of your compensation and employment terms:

Your title will be Executive Vice President and General Counsel, and you will initially report to me as the Company’s Chief Financial Officer. As a Company employee, you will: (i) devote substantially all of your businesstime and attention, your best efforts, and all of your skill and ability to promote the interests of the Company; (ii) carry out your duties in a diligent, competent and faithful manner; and (iii) work with other employees of the Company in a competent and professional manner. You must observe and comply with all of the Company’s policies as in effect from time to time, including the Employee Handbook and the Code of Business Conduct and Ethics.

Base Salary. You will receive a base salary at the rate of $350,000 per year, payable in bi-weekly amounts during the term of employment, less all applicable deductions and withholdings. Your base salary will be paid in accordance with the Company’s regular bi-weekly payroll practices. As an “exempt” employee, such salary will constitute your compensation for all hours worked, regardless of the number of hours worked in any workweek. Your salary will be reviewed from time to time in accordance with Company policy and our review process.

Annual Discretionary Bonus. You will also be eligible for an annual discretionary bonus in a target amount equal to 75% of your base salary. The amount of any annual bonus will be based on your individual performance, the overall financial performance of the Company, and such other factors as determined by the Company. Whether or not any bonus payment will be made to you, and, if so, in what amount, will be determined by the Company in its sole discretion. In order to be eligible for any bonus, you must be an active employee at the time of the payment of any bonus. Please note that payment of a bonus in any year or years does not in any way guarantee payment of a bonus in any other year or years. For 2021, you will receive a guaranteed bonus in the amount of $75,000, subject to your active employment at the time bonuses are paid.

Sign-On Bonus. You will also receive a sign-on bonus of $100,000, with $50,000 payable on your first bi-weekly pay period after ninety (90) days of employment, and an additional $50,000 payable on the first bi-weekly pay period following the second anniversary of your start date (each a “Sign-On Bonus Installment Payment”). In order to be eligible for any portion of the sign-on bonus, you must be an active employee at the time of the payment of any Sign-On Bonus Installment Payment.

Equity Incentive Award. In addition, as a key member of Emerald’s senior management team, the Company will grant you 150,000 options (the “Options”) to acquire shares of the Company’s common stock under the Company’s 2017 Omnibus Equity Plan. The exercise price for the Options will include 50,000 options at grant date market price, 50,000 options at $6.00, and 50,000 options at $8.00. The Options will vest over five (5) years, and are subject to the formal approval of the Compensation Committee of the Company’s Board of Directors, as well as the terms of the Company’s standard form of option agreement. For future years, you shall be eligible to receive equity grants commensurate with your position, as determined by the Company.

You will be eligible to participate in such health and other group insurance and other employee benefit plans and programs of the Company as in effect from time to time on the same basis as other senior management. A letter with enrollment instructions will be sent to you prior to your start date, and your elections must be made within 30 days following your start date. You will also be eligible to participate in the Company’s 401(k) retirement savings plan, including any Company matching.

After 90 days of employment, you will be eligible to participate in Emerald’s MyTime plan. Under this plan, there is no fixed limit on vacation days an employee may take in a calendar year, subject to your manager’s reasonable approval.

On or prior to your start date, you and the Company shall enter into the standard form of indemnification agreement that the Company or its affiliates offers to its senior officers. You shall be covered under any directors’ and officers’ insurance that the Company maintains for its directors and other officers in the same manner and on the same basis as the Company’s other directors and other senior officers.

The Company shall pay or reimburse you for your annual license renewal fees for the State Bar of New York, continuing legal education expenses associated with such license and other reasonable and customary professional expenses.

You will be based primarily in our New York City, NY office, although travel to our events or other Emerald offices may be expected.

This letter serves to outline the terms of our employment offer, but it does not constitute a contract of employment for any specific length of time. While it is our sincere hope that our relationship will be a long and mutually beneficial one, your employment by Emerald is at-will, which means that it is subject to termination by either you or the Company at any time, for any reason, with or without Cause, as defined below.

“Cause” shall mean you having engaged in any of the following: (A) willful misconduct or gross negligence in the performance of any of your duties to the Company, which, if capable of being cured, is not cured to the reasonable satisfaction of the Company within 30 days after you receive written notice of

such willful misconduct or gross negligence; (B) intentional failure or refusal to perform reasonably assigned duties or to cooperate with an internal investigation being conducted by or at the direction of the Board or the Company, which is not cured to the reasonable satisfaction of the Company within 30 days after you receive written notice of such failure or refusal; (C) any indictment for, conviction of, or plea of guilty or nolo contendere to, (1) any felony (other than motor vehicle offenses the effect of which do not materially affect the performance of your duties) or (2) any crime (whether or not a felony) involving fraud, theft, breach of trust or similar acts, whether of the United States or any state thereof or any similar foreign law to which you may be subject; (D) any willful failure to comply with any material written rules, regulations, policies or procedures of the Company or (E) abuse of alcohol or another controlled substance which materially impacts the performance of your duties hereunder. If the Company terminates your employment for Cause, the Company shall provide written notice to you of that fact on or before the termination of employment. However, if, within 60 days following the termination, the Company first discovers facts that would have established Cause for termination, and those facts were not known by the Company at the time of the termination, then the Company may provide you with written notice, including the facts establishing that the purported Cause was not known at the time of the termination, in which case your termination of employment will be considered a for Cause termination hereunder, and you shall be required to immediately return to the Company all amounts previously paid or provided to you pursuant to this Section 5, and the Company shall have the right to cease to pay or provide any future amounts pursuant to this Section 5.

You will be required to provide Emerald with not less than thirty (30) days’ prior written notice if you elect to resign your employment. In the event of termination of your employment by the Company other than for Cause or termination by you for Good Reason, in addition to the payment of: (i) any Base Salary earned but unpaid through the date of termination and (ii) any earned but unpaid Annual Bonus for calendar years completed prior to the date of termination, you will be entitled to (x) receive six (6) months base salary compensation as severance, at the rate in effect immediately prior to such termination date paid commencing after the effectiveness of the release described in the next sentence, (y) any unpaid Sign-On Bonus Installment Payment, payable when such payment would otherwise have been made and (z) subject to the timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) and your copayment of premiums associated with such coverage consistent with amounts paid by you during the year in which the termination date occurs, the Company shall reimburse you, on a monthly basis, an after tax amount equal to the excess costs of continued health benefits for you and your covered dependents for the twelve-month period following the termination date, or such earlier date on which COBRA coverage for you and you covered dependents terminates in accordance with COBRA (“Severance”). As a condition to payment of any Severance, you will be required to sign the Company’s standard form of Separation and Release Agreement, which must become irrevocable within 60 days of your separation.

“Good Reason” shall mean one of the following has occurred: (A) any reduction in your Base Salary or bonus opportunity; (B) the relocation of your principal place of employment that would increase your one-way commute by more than 20 miles; or (C) any material and adverse change in your position, title or status or any change in your job duties, authority or responsibilities to those of lesser status. A termination of employment by you for Good Reason shall be effectuated by giving the Company written notice of the termination, setting forth the conduct of the Company that constitutes Good Reason, within 60 days of the first date on which you have knowledge of such conduct. You shall further provide the Company at least 30 days following the date on which such notice is provided to cure such conduct. Failing such cure, a termination of employment by you for Good Reason shall be effective on the day following the expiration of such cure period.

As a condition of your employment, you will be required to sign and comply with a separate Protective Covenants Agreement.

This letter and any employment disputes arising out of such letter shall be governed by the laws of the State of New York. The Company requires arbitration of employment disputes on a one-to-one basis as a condition of employment whereby you agree that any dispute or claim arising out of or relating to your employment or the termination of your employment will be fully and finally resolved by binding arbitration conducted before a single neutral arbitrator to be mutually agreed upon by you and the Company. The Company pays the costs of any arbitration.

This offer is conditional upon successful completion of a background check provided by our third- party vendor, HireRight. HireRight will contact you through email to sign a consent form and may ask for additional information. The background check may include prior employment and education verification.

You will also be required to sign a confidentiality agreement, mandatory arbitration agreement, Code of Business Conduct and Ethics, Employee Handbook, and any other company policies, procedures or work rules, as they may be modified from time to time, as a condition of employment.

The Immigration Reform and Control Act of 1986 requires employers to verify that all employees are legally authorized to work in the United States. Therefore, to comply with this law, you are required to complete the Employment Eligibility Verification Form I-9. You are also required to provide the necessary documents listed on the form to establish your identity and employment eligibility.

By signing below:

This letter (and the Protective Covenants Agreement) contains the entire agreement between us. The terms contained in this letter (and the Protective Covenants Agreement) constitute the entire agreement between us with respect to its subject matter and supersede all prior negotiations, representations or agreements relating thereto, whether written or oral. The terms of this letter may be amended, modified or supplemented only by a written agreement signed by the parties hereto.

Please confirm your acceptance by signing and emailing this offer letter to me at ***@***, no later than the end of the day October 1, 2021. If I can be of any assistance, please do not hesitate to contact me directly.

I confirm my acceptance of employment with the Company, subject to the terms and conditions set forth above.