7,500,000 Units WELSBACH TECHNOLOGY METALS ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • December 30th, 2021 • Welsbach Technology Metals Acquisition Corp. • Blank checks • New York
Chardan Capital Markets, LLC 17 State Street, Suite 2100 New York, New York 10004 As Representative of the Underwriters named on Schedule A hereto
WELSBACH TECHNOLOGY METALS ACQUISITION CORP. Lombard, IL 60148Securities Subscription Agreement • December 2nd, 2021 • Welsbach Technology Metals Acquisition Corp. • Blank checks • New York
This agreement (the “Agreement”) is entered into on June June 25, 2021 by and between Welsbach Acquisitikon Holdings LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Welsbach Technology Metals 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 1,437,500 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 187,500 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 • December 30th, 2021 • Welsbach Technology Metals Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement” ) is entered into as of the 27th day of December, 2021, by and among Welsbach Technology Metals Acquisition Corp., a Delaware corporation (the “Company” ) and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
FORM OF INDEMNITY AGREEMENTIndemnification Agreement • December 2nd, 2021 • Welsbach Technology Metals Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between Welsbach Technology Metals Acquisition Corp., a Delaware corporation (the “Company”), and the undersigned indemnitee (“Indemnitee”).
RIGHTS AGREEMENTRights Agreement • December 30th, 2021 • Welsbach Technology Metals Acquisition Corp. • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of December 27, 2021 between Welsbach Technology Metals Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, New York, New York 10004 (the “Right Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 30th, 2021 • Welsbach Technology Metals Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made as of December 27, 2021 by and between Welsbach Technology Metals Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
AGREEMENT AND PLAN OF MERGERMerger Agreement • April 5th, 2024 • Welsbach Technology Metals Acquisition Corp. • Miscellaneous electrical machinery, equipment & supplies • Delaware
This Agreement And Plan Of Merger, dated as of 1 April 2024 (this “Agreement”), is made and entered into by and among Welsbach Technology Metals Acquisition Corp., a Delaware corporation (“Acquiror”), WTMA Merger Subsidiary Corp., a Delaware corporation and a direct wholly owned subsidiary of Acquiror (“Merger Sub”) and Evolution Metals LLC , a Delaware company (“EM” or the “Company”).
AGREEMENT AND PLAN OF MERGERMerger Agreement • November 1st, 2022 • Welsbach Technology Metals Acquisition Corp. • Blank checks • Delaware
This Agreement And Plan Of Merger, dated as of October 31, 2022 (this “Agreement”), is made and entered into by and among Welsbach Technology Metals Acquisition Corp., a Delaware corporation (“Acquiror”), WTMA Merger Subsidiary Corp., a Delaware corporation and a direct wholly owned subsidiary of Acquiror (“Merger Sub”) and WaveTech Group, Inc., a Delaware corporation (the “Company”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 7th, 2023 • Welsbach Technology Metals Acquisition Corp. • Miscellaneous electrical machinery, equipment & supplies • Delaware
This Agreement, made and entered into as of the [______________] day of [_____________], 2023 (“Agreement”), by and between WaveTech Group, Inc., a Delaware corporation (“Company”), and [_____________________] (“Indemnitee”):
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 1st, 2022 • Welsbach Technology Metals Acquisition Corp. • Blank checks • New York
This Registration Rights Agreement (this “Agreement”) is entered into as of the ___ day of __________, 2022, and made effective as of the Closing Date, by and among Welsbach Technology Metals Acquisition Corp., a Delaware corporation (“WTMA” or following the Closing Date, the “Company”), Welsbach Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”), the PIPE Investors (as defined in the Business Combination Agreement) and the other undersigned parties listed under Sponsor Investors on Exhibit A hereto, (together with the Sponsor and the PIPE Investors, the “Sponsor Investors”) and the undersigned parties listed on Exhibit B hereto (the “WaveTech Investors”). The Sponsor Investors, the WaveTech Investors and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement are each referred to herein as a “Holder” and collectively as the “Holders.”
NON-REDEMPTION AGREEMENTNon-Redemption Agreement • June 20th, 2024 • Welsbach Technology Metals Acquisition Corp. • Miscellaneous electrical machinery, equipment & supplies • New York
This Non-Redemption Agreement (this “Agreement”) is entered as of [●], 2024 by and among Welsbach Technology Metals Acquisition Corp. (“WTMA”), Welsbach Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned investors (collectively, the “Investor”).
MERGECO ISSUANCE AGREEMENTMergeco Issuance Agreement • July 19th, 2024 • Welsbach Technology Metals Acquisition Corp. • Miscellaneous electrical machinery, equipment & supplies • New York
This MergeCo Issuance Agreement (this “Agreement”) is entered as of July 19, 2024 by and among Welsbach Technology Metals Acquisition Corp. (“WTMA”), Welsbach Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned individual (the “Director”).
SPONSOR SUPPORT AND LOCK-UP AGREEMENTSponsor Support and Lock-Up Agreement • November 13th, 2024 • Welsbach Technology Metals Acquisition Corp. • Miscellaneous electrical machinery, equipment & supplies • Delaware
This Sponsor Support and Lock-up Agreement (this “Agreement”) is dated as of November 6, 2024, by and among Welsbach Technology Metals Acquisition Corp., a Delaware corporation (“Acquiror”), EVOLUTION METALS LLC, a Delaware limited liability company (the “Company”), Welsbach Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor Holdco”) and the Persons set forth on Schedule I hereto (together with the Sponsor Holdco, each, a “Sponsor” and, collectively, the “Sponsors”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the A&R Business Combination Agreement (as defined below).
TRUST AMENDMENTInvestment Management Trust Agreement • July 5th, 2024 • Welsbach Technology Metals Acquisition Corp. • Miscellaneous electrical machinery, equipment & supplies • New York
THIS AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of June 28, 2024, by and between Welsbach Technology Metals Acquisitions 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 that certain Investment Management Trust Agreement, dated December 27, 2021, by and between the parties hereto, as previously amended on September 29, 2023 (the “Trust Agreement”).
WELSBACH TECHNOLOGY METALS ACQUISITION CORP.Administrative Services Agreement • December 30th, 2021 • Welsbach Technology Metals Acquisition Corp. • Blank checks • New York
This letter agreement, by and between Welsbach Technology Metals Acquisition Corp. (the “Company”) and Welsbach Acquisition Holdings LLC (the “Sponsor”), 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 Global 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”):
STOCK ESCROW AGREEMENTStock Escrow Agreement • December 30th, 2021 • Welsbach Technology Metals Acquisition Corp. • Blank checks • New York
This STOCK ESCROW AGREEMENT, dated as of December 27, 2021 (“Agreement”), by and among WELSBACH TECHNOLOGY METALS ACQUISITION CORP., a Delaware corporation (the “Company”), and the initial stockholders listed on the signature pages hereto (collectively, the “Initial Stockholders”) CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
BACKSTOP AGREEMENTBackstop Agreement • August 1st, 2023 • Welsbach Technology Metals Acquisition Corp. • Miscellaneous electrical machinery, equipment & supplies • New York
This Backstop Agreement (the “Agreement”) is made as of 3 May 2023 by and between Welsbach Technology Metals Acquisition Corp. (the “Company”) and Welsbach Holdings Pte Ltd (“WHPL”).
STOCK ESCROW AGREEMENTStock Escrow Agreement • December 2nd, 2021 • Welsbach Technology Metals Acquisition Corp. • Blank checks • New York
This STOCK ESCROW AGREEMENT, dated as of [●], 2021 (“Agreement”), by and among WELSBACH TECHNOLOGY METALS ACQUISITION CORP., a Delaware corporation (the “Company”), and the initial stockholders listed on the signature pages hereto (collectively, the “Initial Stockholders”) CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
Amendment No. 1 to Amended and Restated Agreement and Plan of MergerAgreement and Plan of Merger • November 13th, 2024 • Welsbach Technology Metals Acquisition Corp. • Miscellaneous electrical machinery, equipment & supplies • Delaware
This Amendment No. 1 to Amended and Restated Agreement and Plan of Merger (this “Amendment”) is made and entered into as of the date first set forth above (the “Amendment Date”) by and among (i) Welsbach Technology Metals Acquisition Corp., a Delaware corporation (“Acquiror”), (ii) WTMA Merger Subsidiary LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Acquiror (“Merger Sub”) and Evolution Metals LLC, a Delaware limited liability company (the “Company”). Acquiror, Merger Sub and the Company may be referred to herein individually as a “Party” and, collectively, as the “Parties.”
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER by and among WELSBACH TECHNOLOGY METALS ACQUISITION CORP., WTMA MERGER SUBSIDIARY LLC, and EVOLUTION METALS LLC Dated as of November 6, 2024Agreement and Plan of Merger • November 13th, 2024 • Welsbach Technology Metals Acquisition Corp. • Miscellaneous electrical machinery, equipment & supplies • Delaware
This Amended and Restated Agreement And Plan Of Merger, dated as of November 6, 2024 (this “Agreement”), is made and entered into by and among Welsbach Technology Metals Acquisition Corp., a Delaware corporation (“Acquiror”), WTMA Merger Subsidiary LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Acquiror (“Merger Sub”) and Evolution Metals LLC, a Delaware limited liability company (the “Company”).
TRUST AMENDMENTInvestment Management Trust Agreement • March 28th, 2023 • Welsbach Technology Metals Acquisition Corp. • Miscellaneous electrical machinery, equipment & supplies • New York
THIS AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of March 24, 2023, by and between Welsbach Technology Metals Acquisitions 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 that certain Investment Management Trust Agreement, dated December 27, 2021, by and between the parties hereto (the “Trust Agreement”).
SHAREHOLDER SUPPORT AND LOCK-UP AGREEMENTShareholder Support and Lock-Up Agreement • November 1st, 2022 • Welsbach Technology Metals Acquisition Corp. • Blank checks • Delaware
This Shareholder Support and Lock-up Agreement (this “Agreement”) is dated as of October 31, 2022, by and among Welsbach Technology Metals Acquisition Corp., a Delaware corporation (“Acquiror”), WaveTech Group, Inc., a Delaware corporation (the “Company”), Welsbach Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”) and the Persons set forth on Schedule I hereto (each, a “Company Shareholder” and, collectively, the “Company Shareholders”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
Welsbach Technology Metals Acquisition Corp. Lombard, Illinois 60148 Chardan Capital Markets, LLC New York, New York 10004Underwriting Agreement • December 30th, 2021 • Welsbach Technology Metals Acquisition Corp. • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) by and between Welsbach Technology Metals Acquisition Corp., a Delaware corporation (the “Company”), and Chardan Capital Markets, LLC, as Representative (the “Representative”) of the several underwriters named in Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each Unit comprised of one share of common stock of the Company, $0.0001 par value (“Common Stock”) and one right to receive one-tenth (1/10th) of one share of Common Stock (“Right”). Certain capitalized terms used herein are defined in Paragraph 16 hereof.
COMPANY EQUITYHOLDER SUPPORT AND LOCK-UP AGREEMENTCompany Equityholder Support and Lock-Up Agreement • November 13th, 2024 • Welsbach Technology Metals Acquisition Corp. • Miscellaneous electrical machinery, equipment & supplies • Delaware
This Company Equityholder Support and Lock-up Agreement (this “Agreement”) is dated as of November 6, 2024, by and among Welsbach Technology Metals Acquisition Corp., a Delaware corporation (“Acquiror”), EVOLUTION METALS LLC, a Delaware limited liability company (the “Company”), Welsbach Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”) and the Person set forth on Schedule I hereto (the “Company Equityholder”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the A&R Business Combination Agreement (as defined below).
Welsbach Technology Metals Acquisition Corp. Lombard, Illinois 60148 Chardan Capital Markets, LLC New York, New York 10004Underwriting Agreement • December 2nd, 2021 • Welsbach Technology Metals Acquisition Corp. • Blank checks
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) by and between Welsbach Technology Metals Acquisition Corp., a Delaware corporation (the “Company”), and Chardan Capital Markets, LLC, as Representative (the “Representative”) of the several underwriters named in Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each Unit comprised of one share of common stock of the Company, $0.0001 par value (“Common Stock”) and one right to receive one-tenth (1/10th) of one share of Common Stock (“Right”). Certain capitalized terms used herein are defined in Paragraph 16 hereof.
Master Service AgreementMaster Service Agreement • December 23rd, 2022 • Welsbach Technology Metals Acquisition Corp. • Miscellaneous electrical machinery, equipment & supplies • Wisconsin
This Master Service Agreement (“Agreement”) is entered into and is effective as of this 2nd day of August 2022 (“Effective Date”), by and between Uline, Inc., a Delaware corporation, with its principal offices located at 12575 Uline Drive, Pleasant Prairie, WI 53158 (“Uline”) and Telnet Solutions (TNS), with its principal offices located at 1225 Rand Road Des Plaines, IL 60016 (“Vendor”). Uline and Vendor are collectively referred to as “Parties” and individually as a “Party.”
AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • March 28th, 2023 • Welsbach Technology Metals Acquisition Corp. • Miscellaneous electrical machinery, equipment & supplies
This Amendment to Agreement And Plan Of Merger, dated as of March 24, 2023 (this “Agreement”), is made and entered into by and among Welsbach Technology Metals Acquisition Corp., a Delaware corporation (“Acquiror”), WTMA Merger Subsidiary Corp., a Delaware corporation and a direct wholly owned subsidiary of Acquiror (“Merger Sub”) and WaveTech Group, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not otherwise defined shall have the meanings given to them in the Existing Merger Agreement (as defined below).
