REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 6th, 2021 • Digital World Acquisition Corp. • Blank checks
This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 4, 2021, between Digital World Acquisition Corp., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
WARRANT AGREEMENTWarrant Agreement • September 9th, 2021 • Digital World Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of September 2, 2021, is by and between Digital World Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”).
DIGITAL WORLD ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • September 9th, 2021 • Digital World Acquisition Corp. • Blank checks • New York
Digital World Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with EF Hutton, division of Benchmark Investments, LLC (the “Representative”), as representative of the several underwriters named on Schedule A hereto (the “Underwriters” or, each underwriter individually, an “Underwriter”), as follows:
DIGITAL WORLD ACQUISITION CORP. San Diego, CA 92121Securities Subscription Agreement • May 26th, 2021 • Digital World Acquisition Corp. • New York
This agreement (the “Agreement”) is entered into on January 20, 2021 by and between ARC Global Investments II LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Digital World Acquisition Corp., a Delaware corporation (the “Company,” “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 2,875,000 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 375,000 of which are subject to, forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 9th, 2021 • Digital World Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 2, 2021, is made and entered into by and among Digital World Acquisition Corp., a Delaware corporation (the “Company”), ARC Global Investments II LLC, a Delaware limited liability company (the “Sponsor”), EF Hutton, Division of Benchmark Investments, LLC (the “Representative”, and together with the Sponsor and any other parties listed on the signature pages hereto and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, being referred to herein as a “Holder” and collectively as the “Holders”).
September 2, 2021Underwriting Agreement • September 9th, 2021 • Digital World Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Digital World Acquisition Corp., a Delaware corporation (the “Company”), and EF Hutton, Division of Benchmark Investments, LLC, as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 28,750,000 of the Company’s units (including up to 3,750,000 units that may be purchased to cover over-allotments, if any) (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-half of one redeemable warrant (the “Warrant”). Each Warrant entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. In addition, following consummation of the Public
INDEMNITY AGREEMENTIndemnification Agreement • July 26th, 2021 • Digital World Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [_____], 2021, by and between Digital World Acquisition Corp., a Delaware corporation (the “Company”), and ___________ (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 9th, 2021 • Digital World Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this "Agreement") is made effective as of September 2, 2021, by and between Digital World Acquisition Corp., a Delaware corporation (the "Company"), and Continental Stock Transfer & Trust Company, a New York corporation (the "Trustee").
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 6th, 2021 • Digital World Acquisition Corp. • Blank checks • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 4, 2021, between Digital World Acquisition Corp., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • April 1st, 2024 • Trump Media & Technology Group Corp. • Services-computer programming, data processing, etc. • Florida
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of March 25, 2024, by and between Trump Media & Technology Group Corp., a Delaware corporation formerly known as Digital World Acquisition Corp. (the “Company”), and (“Indemnitee”).
STANDBY EQUITY PURCHASE AGREEMENTStandby Equity Purchase Agreement • July 3rd, 2024 • Trump Media & Technology Group Corp. • Services-computer programming, data processing, etc. • Florida
THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of July 3, 2024 is made by and between YA II PN, LTD., a Cayman Islands exempted company (the “Investor”), and TRUMP MEDIA & TECHNOLOGY GROUP CORP., a company incorporated under the laws of the State of Delaware (the “Company”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 26th, 2021 • Digital World Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [_____], 2021, is made and entered into by and among Digital World Acquisition Corp., a Delaware corporation (the “Company”), ARC Global Investments II LLC, a Delaware limited liability company (the “Sponsor”), EF Hutton, Division of Benchmark Investments, LLC (the “Representative”, and together with the Sponsor and any other parties listed on the signature pages hereto and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, being referred to herein as a “Holder” and collectively as the “Holders”).
AGREEMENT AND PLAN OF MERGER by and among DIGITAL WORLD ACQUISITION CORP., as the Purchaser, DWAC MERGER SUB INC., as Merger Sub, ARC GLOBAL INVESTMENTS II, LLC, in the capacity as the Purchaser Representative, CHIEF LEGAL OFFICER OF THE COMPANY, in...Merger Agreement • October 26th, 2021 • Digital World Acquisition Corp. • Blank checks • New York
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of October 20, 2021 by and among (i) Digital World Acquisition Corp., a Delaware corporation (together with its successors, the “Purchaser”), (ii) DWAC Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of the Purchaser (“Merger Sub”), (iii) ARC Global Investments II, LLC, a Delaware limited liability company, in the capacity as the representative from and after the Effective Time (as defined below) for the stockholders of the Purchaser (other than the Company Security Holders (as defined below) as of immediately prior to the Effective Time and their successors and assignees) in accordance with the terms and conditions of this Agreement (the “Purchaser Representative”), (iv) the Company’s Chief Legal Officer in the capacity as the representative from and after the Effective Time for the Company Stockholders (as defined below) as of immediately prior to the Effective Time in accordance wi
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • September 9th, 2021 • Digital World Acquisition Corp. • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of September 2, 2021, by and between Digital World Acquisition Corp., a Delaware corporation (the “Company”), having its principal place of business at 78 SW 7th Street, Miami, FL 33130, and ARC Global Investments II LLC, a Delaware limited liability company (the “Subscriber”), having its principal place of business at 78 SW 7th Street, Miami, FL 33130.
FORM OF VOTING AGREEMENTVoting Agreement • October 26th, 2021 • Digital World Acquisition Corp. • Blank checks • New York
This Voting Agreement (this “Agreement”) is made as of October 20, 2021 by and among (i) Digital World Acquisition Corp., a Delaware corporation (together with its successors, including the Successor after the Conversion (as such terms are defined in the Merger Agreement, defined below), the “Purchaser”), (ii) Trump Media & Technology Group Corp., a Delaware corporation (the “Company”), and (iii) the undersigned stockholders (“Holder”) of the Company. Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement.
INVESTMENT AGREEMENTInvestment Agreement • August 20th, 2021 • Digital World Acquisition Corp. • Blank checks • New York
THIS INVESTMENT AGREEMENT (this “Agreement”), dated as of August [●], 2021, is by and, except as otherwise indicated, among (i) Digital World Acquisition Corp., a Delaware corporation (the “SPAC”), (ii) ARC Global Investments II LLC, a Delaware limited liability company (the “Sponsor”), and (iii) [●] (“Investor”).
LOCK-UP AGREEMENTLock-Up Agreement • April 1st, 2024 • Trump Media & Technology Group Corp. • Services-computer programming, data processing, etc. • Florida
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of March 25, 2024 by and among (i) Digital World Acquisition Corp., a Delaware corporation, which will be known after the consummation of the transactions contemplated by the Merger Agreement (as defined below) as “Trump Media & Technology Group Corp.” (including any successor entity thereto, the “Purchaser”), (ii) Eric Swider (“Purchaser CEO Representative”), as the Chief Executive Officer of the Purchaser, and (iii) the undersigned (“Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 9th, 2024 • Trump Media & Technology Group Corp. • Services-computer programming, data processing, etc. • Florida
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 9, 2024, is made and entered into by and among Trump Media & Technology Group Corp., a Delaware corporation (the “Company”) and WorldConnect IPTV Solutions, LLC, a [***] limited liability company (“Solutions”), JedTec, L.L.C., a [***] limited liability company (“JedTec”) (Solutions, JedTec, and together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, being referred to herein as a “Holder” and collectively as the “Holders”).
Digital World Acquisition Corp.Administrative Support Agreement • September 9th, 2021 • Digital World Acquisition Corp. • Blank checks • New York
This letter agreement by and between Digital World Acquisition Corp. (the “Company”) and Benessere Enterprises Inc. (“Benessere”), 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 Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. 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”):
SECOND AMENDED & RESTATED LICENSE, LIKENESS, EXCLUSIVITY AND RESTRICTIVE COVENANT AGREEMENTLicense Agreement • February 14th, 2024 • Digital World Acquisition Corp. • Services-computer programming, data processing, etc. • Florida
This Second Amended & Restated License, Likeness, Exclusivity and Restrictive Covenant Agreement (this “Agreement”) is made and entered into as of February 2, 2024 (the “Effective Date”), amending and restating that certain License, Likeness, Exclusivity and Restrictive Covenant Agreement, dated as of September 23, 2021 (the “Original License Agreement”), as amended on or about December 22, 2022, (“Amended and Restated License Agreement”) by and among President Donald J. Trump, in his individual capacity (“DJT”); DTTM Operations, LLC, a Delaware limited liability company (“Licensor”); and Trump Media & Technology Group Corp., a Delaware corporation (“TMTG”). DJT, Licensor and TMTG are each sometimes referred to individually herein as a “Party” and collectively as the “Parties”.
Retention Bonus AgreementRetention Bonus Agreement • February 12th, 2024 • Digital World Acquisition Corp. • Services-computer programming, data processing, etc. • New York
WHEREAS, Digital World Acquisition Corp., a Delaware corporation (“DWAC”), DWAC Merger Sub Inc., a Delaware corporation (“Merger Sub”), Trump Media & Technology Group Corp., a Delaware corporation (“TMTG” or the “Company”), ARC Global Investments II, LLC, a Delaware limited liability company, and TMTG’s General Counsel, entered into the Agreement and Plan of Merger, dated October 20, 2021, as amended from time to time (the “Merger Agreement”), whereby, among other transactions, Merger Sub would merge with and into TMTG (the “Business Combination”);
TRUMP MEDIA & TECHNOLOGY GROUP CORP.Employment Agreement • February 12th, 2024 • Digital World Acquisition Corp. • Services-computer programming, data processing, etc.
Pursuant to Section 1 of the Employment Agreement (“Agreement”) made effective as of December 20, 2021, by and between Trump Media & Technology Group Corp (“Company”) and Andrew Northwall (“Employee”), Company and Employee acknowledge that that the initial Term of Agreement has concluded, and the Agreement has automatically renewed for an additional one-year term.
Certain information in this document has been excluded pursuant to Regulation S-K, item 601(b)(10). Such excluded information is not material and is information that the company treats as private or confidential. Such omitted information is indicated...Asset Acquisition Agreement • July 3rd, 2024 • Trump Media & Technology Group Corp. • Services-computer programming, data processing, etc. • Florida
THIS ASSET ACQUISITION AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”) is made and entered into as of July 3, 2024, by and among Trump Media & Technology Group Corp., a Delaware corporation (“Purchaser”), WorldConnect Technologies, L.L.C., a [***] limited liability company (“Company”),WorldConnect IPTV Solutions, LLC, a [***] limited liability company (“Solutions”), JedTec, L.L.C., a [***] limited liability company (“JedTec”) (Solutions and Jedtec, the “Members” and, together with the Company, the “Sellers”). Capitalized terms used in this Agreement and not otherwise defined herein shall have the respective meanings given to such terms in Article 1.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • February 12th, 2024 • Digital World Acquisition Corp. • Services-computer programming, data processing, etc.
This Executive Employment Agreement (“Agreement”) is entered into as of 5/10/2022, by and between Trump Media & Technology Group Corp., a Delaware corporation (“Company”), and Devin Nunes (“Executive”).
Litigation Escrow AgreementLitigation Escrow Agreement • March 26th, 2024 • Trump Media & Technology Group Corp. • Services-computer programming, data processing, etc. • Delaware
TRUMP MEDIA & TECHNOLOGY GROUP CORP. Atlanta, Georgia 30309 AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • February 12th, 2024 • Digital World Acquisition Corp. • Services-computer programming, data processing, etc.
This Amendment To Employment Agreement (the “Amendment”) is made and entered into as of the date of the 31st of December, 2021 (the “Effective Date”) by and between Trump Media & Technology Group Corp., a Delaware corporation (the “Company”), formerly known as/as successor-in-interest to Trump Media Group Corp., and Phillip Juhan, whose mailing address is 3146 Frontenac Court NE, Atlanta, GA 30319 (“Employee”). The Company and Employee may hereinafter collectively be referred to as the “Parties” and individually as a “Party.”
Litigation Escrow AgreementLitigation Escrow Agreement • March 26th, 2024 • Trump Media & Technology Group Corp. • Services-computer programming, data processing, etc. • Delaware
TRUMP MEDIA & TECHNOLOGY GROUP CORP. Atlanta, Georgia 30309Employment Agreement • February 12th, 2024 • Digital World Acquisition Corp. • Services-computer programming, data processing, etc.
This employment agreement (“Agreement”), is made and entered into this 17 day of December, 2021 by and between TRUMP MEDIA & TECHNOLOGY GROUP CORP. and its successors and assigns (collectively, the “Company”), on the one hand, and ANDREW NORTHWALL (“Employee”), on the other hand, in connection with Employee’s engagement to render services, and grant certain rights, to Company on the terms and conditions set forth herein.
AMENDMENT NO. 1 TO INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 31st, 2023 • Digital World Acquisition Corp. • Services-computer programming, data processing, etc.
THIS AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of August 25, 2023, by and between Digital World Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). 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).
THIRD AMENDMENT TO AGREEMENT AND PLAN OF MERGERMerger Agreement • October 2nd, 2023 • Digital World Acquisition Corp. • Services-computer programming, data processing, etc.
This Third Amendment (this “Third Amendment”) to the Merger Agreement (as defined below) is made and entered into as of September 29, 2023, by and among (i) Digital World Acquisition Corp., a Delaware corporation (together with its successors, the “Purchaser”), (ii) DWAC Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of the Purchaser (“Merger Sub”), (iii) ARC Global Investments II, LLC, a Delaware limited liability company, in the capacity as the Purchaser Representative thereunder (the “Purchaser Representative”), (iv) the Company’s General Counsel, in the capacity as the Seller Representative thereunder (the “Seller Representative”), and (v) Trump Media & Technology Group Corp., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Merger Agreement.
SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGERMerger Agreement • August 9th, 2023 • Digital World Acquisition Corp. • Services-computer programming, data processing, etc.
This Second Amendment (this “Second Amendment”) to the Merger Agreement (as defined below) is made and entered into as of August 9, 2023, by and among (i) Digital World Acquisition Corp., a Delaware corporation (together with its successors, the “Purchaser”), (ii) DWAC Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of the Purchaser (“Merger Sub”), (iii) ARC Global Investments II, LLC, a Delaware limited liability company, in the capacity as the Purchaser Representative thereunder (the “Purchaser Representative”), (iv) the Company’s General Counsel, in the capacity as the Seller Representative thereunder (the “Seller Representative”), and (v) Trump Media & Technology Group Corp., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Merger Agreement.
Amended and Restated Option AgreementOption Agreement • July 3rd, 2024 • Trump Media & Technology Group Corp. • Services-computer programming, data processing, etc. • Florida
This Amended and Restated Option Agreement (“Agreement”) is entered into this 3rd day of July, 2024 (the “Effective Date”) by and among:
Trump Media & Technology Group Corp. Sarasota, Florida 34232 Attn: General Counsel Re: Letter AgreementLetter Agreement • February 12th, 2024 • Digital World Acquisition Corp. • Services-computer programming, data processing, etc.
Reference is made herein to that certain Agreement and Plan of Merger, dated as of October 20, 2021 (as amended from time to time, the “Merger Agreement”), by and among (i) Digital World Acquisition Corp., a Delaware corporation (the “Purchaser”), (ii) DWAC Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of the Purchaser (“Merger Sub”), (iii) ARC Global Investments II, LLC, a Delaware limited liability company, in the capacity as the Purchaser Representative thereunder (the “Purchaser Representative”), (iv) the Company’s General Counsel, in the capacity as the Seller Representative thereunder (the “Seller Representative”), and (v) Trump Media & Technology Group Corp., a Delaware corporation (the “Company”). The Purchaser, Merger Sub, the Purchaser Representative, the Seller Representative and the Company are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”. Capitalized terms used but not defined herein shall have the meani
NOTE PURCHASE AGREEMENTNote Purchase Agreement • February 8th, 2024 • Digital World Acquisition Corp. • Services-computer programming, data processing, etc. • New York
This Note Purchase Agreement (this “Agreement”) is made as of February 8, 2024, by and between Digital World Acquisition Corp., a Delaware corporation (the “Company”), and each investor identified on Exhibit A attached to this Agreement (each, including its respective successors and assigns, a “Purchaser”).
WARRANT AGREEMENT AMENDMENTWarrant Agreement Amendment • March 18th, 2024 • Digital World Acquisition Corp. • Services-computer programming, data processing, etc. • Florida
WHEREAS by a Warrant Agreement made on September 2, 2021, between the Company and Warrant Agent (the “Warrant Agreement”), as warrant agent, provision was made for the issue of warrants, subject to the terms and conditions contained in the Warrant Agreement;
