Exhibit 10.1

E.MERGE TECHNOLOGY ACQUISITION CORP.

June 27, 2022

Ben Reitzes

Dear Ben:

I am pleased to offer you the opportunity to serve as a member of the Board of Directors (the “Board”) of E.Merge Technology Acquisition Corp. (the “Company”). For the avoidance of doubt, you will serve on the Board of a publicly-listed Delaware corporation.

As a member of the Board (in such capacity, a “Director”), you will have customary responsibilities, duties and authority associated with such position, including attendance and participation in meetings of the Board in person or by phone or other electronic means in accordance with the policies of the Board as in effect from time to time, and availability for consultation with officers and/or other Directors of the Company and its subsidiaries as necessary. You may also be asked from time to time to serve on a committee of the Board and such service, if accepted by you, shall be considered to fall within the customary responsibilities, duties and authority associated with your position as a Director.

During your tenure as a Director, you shall at all times and for all purposes be acting as an independent contractor and not as an employee of the Company. Accordingly, you shall not be eligible to participate in employee benefit plans provided by the Company or its subsidiaries to employees and the Company shall not, on your account, (i) pay any unemployment tax or other taxes required under the law to be paid with respect to employees or (ii) withhold any monies from any compensation paid to you for income or employment tax purposes. You shall be and remain solely liable for all taxes imposed on compensation paid to you in respect of your service as a Director and you agree to pay all such taxes when due.

The Company’s Board is responsible for overseeing the general management of the Company’s business for the benefit of the company and its stockholders. As has been discussed with you, the Company is a blank check company formed for the purpose of effective a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (such a transaction, the “Initial Business Combination”). While you, as a director, will not be making day-to-day operational decisions – that is management’s job – it is your role to provide direction and oversight of the Company’s strategy (including the consummation of the Initial Business Combination) and business and, by extension, oversee management. Under the Delaware General Corporation Law (the “DGCL”) and related case law, you owe fiduciary duties to the Company and its stockholders, including the duty of care, the duty of loyalty and the duty of disclosure.

The duty of care is one of the most fundamental aspects of being a corporate director. As a member of our Board, you are required to act in good faith, with the care an ordinarily reasonable person would use in the circumstances, and in the best interest of the Company and its stockholders. You have a duty to make deliberate, informed decisions by assuming an active role throughout the entire decision-making process. In carrying out your duty of care, you are expected to educate yourself on the Company’s business, thoroughly review Board and committee materials, actively participate in discussions at Board and/or committee meetings, ask questions of management, contribute to the Board’s record-keeping processes and obtain the advice of financial and legal advisors and other experts where necessary.

The duty of loyalty requires you wear your “director hat” and act in the best interests of the Company and its stockholders at all times. This includes not taking opportunities that arise for yourself before offering them to the Company, and not divulging or using the Company’s confidential information for your own personal gain. You are prohibited from receiving improper personal benefits while serving as a member of our Board, and must avoid situations that would create a conflict of interest or the appearance of a conflict of interest.

In fulfilling your duties of care and loyalty, you are required to disclose all material information to your fellow directors, including facts that could raise a question about your independence in considering a matter and, when stockholder action is sought, to the Company’s stockholders. You are prohibited from misleading stockholders and fellow directors.

As noted above, as a Director, you must refrain from engaging in any activity that creates a conflict of interest or the appearance of a conflict of interest. A conflict of interest occurs when your personal interest interferes with the interests of the Company, and can arise in a variety of situations.    If you suspect you have a situation that could give rise to a conflict of interest, or something that others could reasonably perceive as a conflict of interest, you must report it in writing to Chairman of the Board.

In some cases, due to a relationship you have with another person or entity, a transaction that the Company desires to pursue involving that other person or entity may constitute a “related person transaction” under the rules of the Securities and Exchange Commission, or SEC. A related person transaction is generally defined as a transaction, arrangement or relationship, or a series of transactions, arrangements or relationships, since the beginning of the Company’s last completed fiscal year or currently proposed, in which the Company is a participant, the amount involved exceeds $120,000 and in which any “related person” (which includes a director and any member of a director’s immediate family) has a direct or indirect material interest.

In connection with your service as a Director, you could potentially be subject to liability for any breach of your fiduciary duties under Delaware law. In addition, because you will be responsible for signing the Company’s Annual Report on Form 10-K and registration statements, you may also be subject to liability under certain securities laws if the Company’s disclosure is determined to contain material misstatements or omit material information.

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In consideration for your service as a Director, you will be eligible to receive the Company’s standard compensation package for non-employee Directors. We expect the compensation package will be as follows: (i) you will receive an award of 12,500 shares of Class A common stock of the Company (or of any other security issued upon the conversion, exchange, reclassification, split, reconstitution or similar transaction with respect to such shares) contingent upon, and effective as of, the closing of the Initial Business Combination (the “Equity Grant”), or (ii) should the Company fail to consummate the Initial Business Combination and cease all operations except for the purpose of winding up, a one-time guaranteed cash payment of $125,000. The Company’s non-employee director compensation program and terms will be subject to change from time to time as determined by the Board. Additionally, the Equity Grant may be subject to a lock-up or other customary transfer restrictions consistent with similar terms applicable to securities held by directors, officer or the sponsor of the Company.

You will be reimbursed for all reasonable out-of-pocket expenses incurred in connection with fulfilling your responsibilities as a Director.

By countersigning below, you agree that your service as a Director is subject to customary nomination and election processes and may be terminated at any time without further compensation in accordance with applicable policies and procedures, including as set forth in the Company’s by-laws and other organizational documents. In addition, you will be free to resign from your position as a Director at any time.

As a Director, you will have access to confidential information, the ownership and confidential status of which are highly important to the Company, and you agree to comply with all policies and procedures of the Company for the protection of such confidential information. Without limiting the foregoing, by countersigning a copy of this letter you agree that all confidential or proprietary information regarding the Company, its subsidiaries or its affiliates, including, but not limited to, trade secrets, information, technical data, customer lists, marketing research or plans, pricing strategies, Company data, or any other proprietary information, is and shall continue to be the exclusive property of the Company. You acknowledge and agree that all confidential information is and shall continue to be the exclusive property of the Company, whether or not conceived, discovered or developed, in whole or in part, by you and whether or not disclosed or entrusted to you in connection with your retention by the Company.

Except for disclosure of confidential information to other Directors, employees and consultants of the Company on a “need to know” basis in the course of performing your services as a Director for the Company, you agree not to disclose, use or exploit confidential information at any time during or after retention by the Company unless (i) the Company consents in writing to such use or (ii) the Company or a court of lawful jurisdiction directs otherwise. You agree that any request or attempt to subpoena

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confidential information shall be reported directly to the Company as soon as possible after receipt. Nothing in this letter shall prohibit or limit your use of information (i) that was known by you previous to you beginning service as a Director (which information shall remain subject to any confidentiality restrictions in effect at the time of your receipt of such information), (ii) that you lawfully obtained from a third party that is not under an obligation to the Company not to disclose such information or (iii) that is or becomes publicly available or generally known in the industry or trade in which the Company operates through no action or omission by you.

We are excited about your proposed service as a non-employee Director and believe that your service will add value to the Company. If you are in agreement with the terms and conditions described in this letter, please sign the enclosed copy and return it to our offices.

[Countersignature Page Follows]

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I accept the terms and conditions set forth above.

Dated this 27 day of June, 2022.

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Exhibit 10.2

E.MERGE TECHNOLOGY ACQUISITION CORP.

June 27, 2022

Morgan Hermand

Dear Morgan:

I am pleased to offer you the opportunity to serve as a member of the Board of Directors (the “Board”) of E.Merge Technology Acquisition Corp. (the “Company”). For the avoidance of doubt, you will serve on the Board of a publicly-listed Delaware corporation.

As a member of the Board (in such capacity, a “Director”), you will have customary responsibilities, duties and authority associated with such position, including attendance and participation in meetings of the Board in person or by phone or other electronic means in accordance with the policies of the Board as in effect from time to time, and availability for consultation with officers and/or other Directors of the Company and its subsidiaries as necessary. You may also be asked from time to time to serve on a committee of the Board and such service, if accepted by you, shall be considered to fall within the customary responsibilities, duties and authority associated with your position as a Director.

During your tenure as a Director, you shall at all times and for all purposes be acting as an independent contractor and not as an employee of the Company. Accordingly, you shall not be eligible to participate in employee benefit plans provided by the Company or its subsidiaries to employees and the Company shall not, on your account, (i) pay any unemployment tax or other taxes required under the law to be paid with respect to employees or (ii) withhold any monies from any compensation paid to you for income or employment tax purposes. You shall be and remain solely liable for all taxes imposed on compensation paid to you in respect of your service as a Director and you agree to pay all such taxes when due.

The Company’s Board is responsible for overseeing the general management of the Company’s business for the benefit of the company and its stockholders. As has been discussed with you, the Company is a blank check company formed for the purpose of effective a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (such a transaction, the “Initial Business Combination”). While you, as a director, will not be making day-to-day operational decisions – that is management’s job – it is your role to provide direction and oversight of the Company’s strategy (including the consummation of the Initial Business Combination) and business and, by extension, oversee management. Under the Delaware General Corporation Law (the “DGCL”) and related case law, you owe fiduciary duties to the Company and its stockholders, including the duty of care, the duty of loyalty and the duty of disclosure.

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The duty of care is one of the most fundamental aspects of being a corporate director. As a member of our Board, you are required to act in good faith, with the care an ordinarily reasonable person would use in the circumstances, and in the best interest of the Company and its stockholders. You have a duty to make deliberate, informed decisions by assuming an active role throughout the entire decision-making process. In carrying out your duty of care, you are expected to educate yourself on the Company’s business, thoroughly review Board and committee materials, actively participate in discussions at Board and/or committee meetings, ask questions of management, contribute to the Board’s record-keeping processes and obtain the advice of financial and legal advisors and other experts where necessary.

The duty of loyalty requires you wear your “director hat” and act in the best interests of the Company and its stockholders at all times. This includes not taking opportunities that arise for yourself before offering them to the Company, and not divulging or using the Company’s confidential information for your own personal gain. You are prohibited from receiving improper personal benefits while serving as a member of our Board, and must avoid situations that would create a conflict of interest or the appearance of a conflict of interest.

In fulfilling your duties of care and loyalty, you are required to disclose all material information to your fellow directors, including facts that could raise a question about your independence in considering a matter and, when stockholder action is sought, to the Company’s stockholders. You are prohibited from misleading stockholders and fellow directors.

As noted above, as a Director, you must refrain from engaging in any activity that creates a conflict of interest or the appearance of a conflict of interest. A conflict of interest occurs when your personal interest interferes with the interests of the Company, and can arise in a variety of situations. If you suspect you have a situation that could give rise to a conflict of interest, or something that others could reasonably perceive as a conflict of interest, you must report it in writing to Chairman of the Board.

In some cases, due to a relationship you have with another person or entity, a transaction that the Company desires to pursue involving that other person or entity may constitute a “related person transaction” under the rules of the Securities and Exchange Commission, or SEC. A related person transaction is generally defined as a transaction, arrangement or relationship, or a series of transactions, arrangements or relationships, since the beginning of the Company’s last completed fiscal year or currently proposed, in which the Company is a participant, the amount involved exceeds $120,000 and in which any “related person” (which includes a director and any member of a director’s immediate family) has a direct or indirect material interest.

In connection with your service as a Director, you could potentially be subject to liability for any breach of your fiduciary duties under Delaware law. In addition, because you will be responsible for signing the Company’s Annual Report on Form 10-K and registration statements, you may also be subject to liability under certain securities laws if the Company’s disclosure is determined to contain material misstatements or omit material information.

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In consideration for your service as a Director, you will be eligible to receive the Company’s standard compensation package for non-employee Directors. We expect the compensation package will be as follows: (i) you will receive an award of 12,500 shares of Class A common stock of the Company (or of any other security issued upon the conversion, exchange, reclassification, split, reconstitution or similar transaction with respect to such shares) contingent upon, and effective as of, the closing of the Initial Business Combination (the “Equity Grant”), or (ii) should the Company fail to consummate the Initial Business Combination and cease all operations except for the purpose of winding up, a one-time guaranteed cash payment of $125,000. The Company’s non-employee director compensation program and terms will be subject to change from time to time as determined by the Board. Additionally, the Equity Grant may be subject to a lock-up or other customary transfer restrictions consistent with similar terms applicable to securities held by directors, officer or the sponsor of the Company.

You will be reimbursed for all reasonable out-of-pocket expenses incurred in connection with fulfilling your responsibilities as a Director.

By countersigning below, you agree that your service as a Director is subject to customary nomination and election processes and may be terminated at any time without further compensation in accordance with applicable policies and procedures, including as set forth in the Company’s by-laws and other organizational documents. In addition, you will be free to resign from your position as a Director at any time.

As a Director, you will have access to confidential information, the ownership and confidential status of which are highly important to the Company, and you agree to comply with all policies and procedures of the Company for the protection of such confidential information. Without limiting the foregoing, by countersigning a copy of this letter you agree that all confidential or proprietary information regarding the Company, its subsidiaries or its affiliates, including, but not limited to, trade secrets, information, technical data, customer lists, marketing research or plans, pricing strategies, Company data, or any other proprietary information, is and shall continue to be the exclusive property of the Company. You acknowledge and agree that all confidential information is and shall continue to be the exclusive property of the Company, whether or not conceived, discovered or developed, in whole or in part, by you and whether or not disclosed or entrusted to you in connection with your retention by the Company.

Except for disclosure of confidential information to other Directors, employees and consultants of the Company on a “need to know” basis in the course of performing your services as a Director for the Company, you agree not to disclose, use or exploit confidential information at any time during or after retention by the Company unless (i) the Company consents in writing to such use or (ii) the Company or a court of lawful jurisdiction directs otherwise. You agree that any request or attempt to subpoena

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confidential information shall be reported directly to the Company as soon as possible after receipt. Nothing in this letter shall prohibit or limit your use of information (i) that was known by you previous to you beginning service as a Director (which information shall remain subject to any confidentiality restrictions in effect at the time of your receipt of such information), (ii) that you lawfully obtained from a third party that is not under an obligation to the Company not to disclose such information or (iii) that is or becomes publicly available or generally known in the industry or trade in which the Company operates through no action or omission by you.

We are excited about your proposed service as a non-employee Director and believe that your service will add value to the Company. If you are in agreement with the terms and conditions described in this letter, please sign the enclosed copy and return it to our offices.

[Countersignature Page Follows]

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Exhibit 10.3

Confidential

E.MERGE TECHNOLOGY ACQUISITION CORP.

INDEPENDENT DIRECTOR

COMPENSATION AGREEMENT

June 22, 2022

This Independent Director Compensation Agreement (the “Agreement”), dated as of the date first noted above, is made by and between E.Merge Technology Acquisition Corp, a Delaware corporation (the “Company”), E.Merge Technology Sponsor LLC, a Delaware limited liability company (the “Sponsor”) with respect to Section 2 hereof only, and Ben Reitzes, an individual (the “Independent Director”).

RECITALS

WHEREAS, the Company is a public blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (such transaction, a “Business Combination”);

WHEREAS, the Board of Directors of the Company (the “Board”) believes that it is of paramount importance to the effective corporate governance of the Company and its ability to maximize value through the Business Combination to attract qualified and competent independent members of the Board;

WHEREAS, the Independent Director has agreed to serve as an independent member of the Board, in consideration for the payment obligations contained in this agreement; and

WHEREAS, in order to ensure compliance with this Agreement in all circumstances, the Sponsor wishes to provide a guarantee of the payment obligations of the Company under this Agreement in case the Company is dissolved, liquidated or no longer has the financial resources to pay the Independent Director’s compensation.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing and the Independent Director’s agreement to serve on the Board of the Company, the Company, the Independent Director and the Sponsor, intending to be legally bound, hereby agree as follows:

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IN WITNESS WHEREOF, the parties hereto have executed this Independent Director Compensation Agreement as of the date first written above.

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Exhibit 10.4

Confidential

E.MERGE TECHNOLOGY ACQUISITION CORP.

INDEPENDENT DIRECTOR

COMPENSATION AGREEMENT

June 22, 2022

This Independent Director Compensation Agreement (the “Agreement”), dated as of the date first noted above, is made by and between E.Merge Technology Acquisition Corp, a Delaware corporation (the “Company”), E.Merge Technology Sponsor LLC, a Delaware limited liability company (the “Sponsor”) with respect to Section 2 hereof only, and Morgan Hermand, an individual (the “Independent Director”).

RECITALS

WHEREAS, the Company is a public blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (such transaction, a “Business Combination”);

WHEREAS, the Board of Directors of the Company (the “Board”) believes that it is of paramount importance to the effective corporate governance of the Company and its ability to maximize value through the Business Combination to attract qualified and competent independent members of the Board;

WHEREAS, the Independent Director has agreed to serve as an independent member of the Board, in consideration for the payment obligations contained in this agreement; and

WHEREAS, in order to ensure compliance with this Agreement in all circumstances, the Sponsor wishes to provide a guarantee of the payment obligations of the Company under this Agreement in case the Company is dissolved, liquidated or no longer has the financial resources to pay the Independent Director’s compensation.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing and the Independent Director’s agreement to serve on the Board of the Company, the Company, the Independent Director and the Sponsor, intending to be legally bound, hereby agree as follows:

1. Compensation.

4. Miscellaneous.

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IN WITNESS WHEREOF, the parties hereto have executed this Independent Director Compensation Agreement as of the date first written above.

[Signature Page to Independent Director Compensation Agreement]

Exhibit 10.5

June 26, 2022

E.Merge Technology Acquisition Corp.

630 Ramona St.

Palo Alto, CA 94301

Ladies and Gentlemen:

This letter (this “Letter Agreement”) is being delivered to you in connection with your appointment as a director of E.Merge Technology Acquisition Corp., a Delaware corporation (the “Company”), in accordance with the Underwriting Agreement entered into by and among the Company, and Cantor Fitzgerald & Co. and Mizuho Securities USA LLC, as representatives (the “Representatives”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 60,000,000 of the Company’s units (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-third of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units were sold in the Public Offering pursuant to a registration statement on Form S-1 (File Nos. 333-239836 and 333-240216) and prospectus (the “Prospectus”) filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”). Certain capitalized terms used herein are defined in paragraph 5 hereof.

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the hereby agrees with the Company as follows:

1. The undersigned hereby agrees that in the event that the Company fails to consummate a Business Combination within the timeframe set forth in the Company’s second amended and restated certificate of incorporation, as it may be amended from time to time (the “Charter”), the undersigned shall take all reasonable steps to cause the Company to (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, subject to lawfully available funds therefor, redeem 100% of the Common Stock sold as part of the Units in the Public Offering (the “Offering Shares”), at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account (as defined below), including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Offering Shares, which redemption will completely extinguish all Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in the case of clauses (ii) and (iii) to the Company’s obligations under Delaware law to provide for claims of creditors and other requirements of applicable law. The undersigned agrees not to propose any amendment to the Charter to modify (i) the substance or timing of the ability of holders of Offering Shares to seek redemption in connection with a Business Combination or amendments to the Charter prior thereto or (ii) (A) the Company’s obligation to redeem 100% of the Offering Shares if the Company does not complete a Business Combination within such time set forth in the Charter or (B) any other provisions relating to stockholders’ rights or pre-initial Business Combination activity, unless the Company provides its public stockholders with the opportunity to redeem their shares of Common Stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, divided by the number of then outstanding Offering Shares.

The undersigned acknowledges that he has no right, title, interest or claim of any kind in or to any monies held in the Trust Account or any other asset of the Company as a result of any liquidation of the Company with respect to the Founder Shares or Private Placement Shares held by him. The undersigned hereby further waives, with respect to any shares of Common Stock held by him, if any, whether acquired now or hereafter, any redemption rights he may have in connection with the consummation of a Business Combination or amendments to the Charter prior thereto, including, without limitation, any such rights available in the context of a stockholder vote to approve such Business

Combination or a stockholder vote to approve an amendment to the Charter to modify (i) (A) the substance or timing of the Company’s obligation to redeem 100% of the Offering Shares if the Company has not consummated a Business Combination within the time period set forth in the Charter or (B) any other provisions relating to stockholders’ rights or pre-initial Business Combination activity or (ii) in the context of a tender offer made by the Company to purchase shares of Common Stock (although the Sponsor, the Insiders and their respective affiliates shall be entitled to redemption and liquidation rights with respect to any Offering Shares it or they hold if the Company fails to consummate a Business Combination within the time period set forth in the Charter).

2. The undersigned represents and warrants that he has never been suspended or expelled from membership in any securities or commodities exchange or association or had a securities or commodities license or registration denied, suspended or revoked. The undersigned’s biographical information furnished to the Company (including any such information included in the Prospectus or Current Report on Form 8-K filed by the Company in connection with the appointment of the undersigned (the “Form 8-K”)) is true and accurate in all respects and does not omit any material information with respect to the Insider’s background. The undersigned’s questionnaire furnished to the Company is true and accurate in all respects. The undersigned represents and warrants that: he is not subject to or a respondent in any legal action for, any injunction, cease-and-desist order or order or stipulation to desist or refrain from any act or practice relating to the offering of securities in any jurisdiction; he has never been convicted of, or pleaded guilty to, any crime (i) involving fraud, (ii) relating to any financial transaction or handling of funds of another person, or (iii) pertaining to any dealings in any securities and he is not currently a defendant in any such criminal proceeding.

3. Except as contemplated in the compensation agreements and director offer letters between the Company and you or as otherwise disclosed in the Prospectus or the Form 8-K, neither any of the Insiders nor affiliate of the Insiders, shall receive any finder’s fee, reimbursement, consulting fee, monies in respect of any repayment of a loan or other compensation prior to, or in connection with any services rendered in order to effectuate, the consummation of the Company’s initial Business Combination (regardless of the type of transaction that it is).

4. The undersigned has full right and power, without violating any agreement to which he is bound (including, without limitation, any non-competition or non-solicitation agreement with any employer or former employer), to enter into this Letter Agreement and, as applicable, to serve as an officer and/or director on the board of directors or an advisor of the Company and hereby consents to being named in the Prospectus or the Form 8-K as an officer and/or director of the Company.

5. As used herein, (i) “Business Combination” shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving the Company and one or more businesses; (ii) “Founder Shares” shall mean (a) the 15,000,000 shares of the Company’s Class B common stock, par value $0.0001 per share, initially issued to the Sponsor for an aggregate purchase price of $25,000, or $0.002 per share, prior to the consummation of the Public Offering; (iii) “Insiders” shall mean members of the Company’s board of directors and/or management team or an advisor of the Company; (iv) “Private Placement Shares” shall mean the 1,200,000 shares of Common Stock comprising the Private Placement Units; (v) “Private Placement Units” shall mean the 1,200,000 units, each comprised of one share of Common Stock and one-third of one warrant to purchase one share of Common Stock, that the Sponsor purchased for an aggregate purchase price of $12,000,000 in the aggregate, or purchase price of $10.00 per Private Placement Unit, in a private placement that occurred simultaneously with the consummation of the Public Offering; (vii) “Public Stockholders” shall mean the holders of securities issued in the Public Offering; (viii) “Sponsor” shall mean E.Merge Technology Sponsor LLC, a Delaware limited liability company; and (ix) “Trust Account” shall mean the trust fund into which a portion of the net proceeds of the Public Offering were deposited.

6. The Company will maintain an insurance policy or policies providing directors’ and officers’ liability insurance, and each Director shall be covered by such policy or policies, in accordance with its or their terms, to the maximum extent of the coverage available for any of the Company’s directors or officers.

7. No party hereto may assign either this Letter Agreement or any of its rights, interests, or obligations hereunder without the prior written consent of the other parties. 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 shall be binding on the undersigned and his respective successors, heirs and assigns and permitted transferees.

8. Nothing in this Letter Agreement shall be construed to confer upon, or give to, any person or corporation other than the parties hereto any right, remedy or claim under or by reason of this Letter Agreement or of any covenant, condition, stipulation, promise or agreement hereof. All covenants, conditions, stipulations, promises and agreements contained in this Letter Agreement shall be for the sole and exclusive benefit of the parties hereto and their successors, heirs, personal representatives and assigns and permitted transferees.

9. This Letter 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.

10. This Letter 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 Letter 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 Letter Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.

11. This Letter Agreement shall be governed by and construed and enforced in accordance with 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 parties hereto (i) all agree that any action, proceeding, claim or dispute arising out of, or relating in any way to, this Letter Agreement shall be brought and enforced in the courts of New York City, in the State of New York, and irrevocably submit to such jurisdiction and venue, which jurisdiction and venue shall be exclusive and (ii) waive any objection to such exclusive jurisdiction and venue or that such courts represent an inconvenient forum.

12. Any notice, consent or request to be given in connection with any of the terms or provisions of this Letter Agreement shall be in writing and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery or facsimile transmission.

13. This Letter Agreement shall terminate on the liquidation of the Company.

14. The Company, the Sponsor and each Insider hereby acknowledges and agrees that the Representatives on behalf of the Underwriters are third party beneficiaries of this Letter Agreement.

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[Signature Page to Letter Agreement]