Amendment to the Sponsor Share Restriction Agreement, dated as of February 14, 2025, by and among FTAC Emerald Acquisition Corp., Emerald ESG Sponsor, LLC and Emerald ESG Advisors LLC

Exhibit 10.18

AMENDMENT

TO

SPONSOR SHARE RESTRICTION AGREEMENT

THIS AMENDMENT TO THE SPONSOR SHARE RESTRICTION AGREEMENT (this “Amendment”) is made as of February 14, 2025, by and among FTAC Emerald Acquisition Corp., a Delaware corporation (“Parent”), Emerald ESG Sponsor, LLC, a Delaware limited liability company (“EMLD Sponsor”), and Emerald ESG Advisors, LLC, a Delaware limited liability company (“Advisors” and together with EMLD Sponsor, the “Sponsors”). Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in the Original Agreement (as defined below).

WHEREAS, on July 24, 2024, the parties entered into the Sponsor Share Restriction Agreement by and among Parent and the Sponsors (the “Original Agreement”); and

WHEREAS, the parties desire to amend the Original Agreement to reflect the amendments contemplated by this Amendment.

NOW, THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:

1.       Amendments.

1.1.       Section 1.2(b) of the Original Agreement is hereby amended and restated in its entirety to read as follows:

“(b) Timing and Lapse of Transfer Restrictions.

1.2       Schedule I to the Original Agreement is hereby amended and restated in its entirety to read as attached to this Amendment.

2.       Miscellaneous Provisions.

2.1.       Assignment. This Amendment and all of the provisions hereof will be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors and permitted assigns. Neither this Amendment nor any of the rights, interests or obligations hereunder will be assigned (including by operation of law) without the prior written consent of the non-assigning parties hereto and the Company.

2.2.       Severability. If any provision of this Amendment is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Amendment will remain in full force and effect. Any provision of this Amendment held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.

2.3.       Governing Law. This Amendment, the rights and duties of the parties hereto, and any disputes (whether in contract, tort or statute) arising out of, under or in connection with this Amendment will be governed by and construed and enforced in accordance with the Laws of the State of Delaware, without giving effect to its principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of the laws of another jurisdiction.

2.4.       Counterparts. This Amendment may be executed in two or more counterparts (any of which may be delivered by electronic transmission), each of which shall constitute an original, and all of which taken together shall constitute one and the same instrument.

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

2.6.       Express Third-Party Beneficiary. Parent and the Sponsors hereby agree that the Company is an intended and express third-party beneficiary of all of the provisions of this Amendment and shall have the right to enforce the terms and conditions of this Amendment against Parent and/or Sponsors, as applicable, or prevent the breach thereof, or to exercise any other right, or seek any other remedy, which may be available to it as a third-party beneficiary of this Amendment. In addition, neither Parent nor the Sponsors shall agree to any waivers, modifications or amendments to this Amendment, without the prior written consent of the Company.

2.7.       Entire Agreement. The Original Agreement, as modified by this Amendment, constitutes the entire understanding of the parties and supersedes all prior agreements, understandings, arrangements, promises and commitments, whether written or oral, express or implied, relating to the subject matter hereof, and all such prior agreements, understandings, arrangements, promises and commitments are hereby canceled and terminated.

[Signature page follows]

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

Acknowledged and Agreed:

[Signature Page to Amendment to Sponsor Share Restriction Agreement]

Schedule I

Sponsors & Sponsor Percentages