Item 5.02  Departure of Directors or Certain Officers; Election of
           Directors; Appointment of Certain Officers; Compensatory
           Arrangements of Certain Officers

On November 5, 2021, Emerald Holding, Inc. (the "Company") entered into a Special Bonus Agreement with Mr. David Doft, the Chief Financial Officer of the Company, in the aggregate gross amount of $600,000 (the "Special Bonus"). The Special Bonus vests in three equal installments on December 1, 2021, January 1, 2023 and January 1, 2024, subject to Mr. Doft's continued employment through each of the vesting dates. If Mr. Doft's employment is terminated for any reason other than (i) the Company terminating his employment without Cause, (ii) Mr. Doft terminating his employment for Good Reason, or (iii) the event of the executive's death or Disability (as such capitalized terms are defined in Mr. Doft's employment agreement with the Company), Mr. Doft will forfeit all rights to receive any portion of the Special Bonus that he has not already received. In the event that Mr. Doft's employment is terminated by the Company without Cause, by Mr. Doft for Good Reason, or due to his death or Disability, Mr. Doft will remain eligible to receive the Special Bonus installments, at the same time as they were originally scheduled to be paid, subject to Mr. Doft's execution and delivery of an irrevocable general release of claims.

The foregoing description of the terms applicable to the Special Bonus for Mr. Doft is qualified in its entirety by reference to the Special Bonus Agreement entered into between the Company and Mr. Doft, a copy of which will be filed as an exhibit to the Company's Annual Report on Form 10-K for the Year Ended December 31, 2021.

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