REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 30th, 2023 • TMT Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 27, 2023, is made and entered into by and among TMT Acquisition Corp, a Cayman Islands exempted company (the “Company”), 2TM Holding LP, a Delaware limited partnership company (the “Sponsor”), Maxim Group LLC (the “Representative”), and each additional undersigned party listed on the signature page hereto, if any (each such party, together with the Sponsor, the Representative, and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
TMT ACQUISITION CORP UNDERWRITING AGREEMENTUnderwriting Agreement • March 30th, 2023 • TMT Acquisition Corp. • Blank checks • New York
TMT Acquisition Corp, a Cayman Islands exempt company (the “Company”), hereby confirms its agreement with Maxim Group LLC (the “Representative”), as representative of the several underwriters named on Schedule A hereto (the “Underwriters” or, each underwriter individually, an “Underwriter”), as follows:
TMT Acquisition Corp New York, New York 10110Securities Subscription Agreement • August 5th, 2022 • TMT Acquisition Corp. • Blank checks • New York
TMT Acquisition Corp, a Cayman Islands exempted company (the “Company”), is pleased to accept the offer 2TM Holding LP, a Delaware limited partnership, (the “Subscriber” or “you”) has made to subscribe for 1,437,500 Class B ordinary shares of the Company (the “Shares”), par value $0.0001 per share (the “Class B Shares”), up to 187,500 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”) of units (“Units”) do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this Agreement, references to “Ordinary Shares” are to, collectively, the Class B Shares and the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Shares”). Pursuant to the Company’s memorandum and articles of association, as amended to the date hereof (the “Articles”), unless otherwise provided in the definitive agreement for the Company’s initial business combination, Class B Shar
WARRANT AGREEMENTWarrant Agreement • March 30th, 2022 • TMT Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2022, is by and between TMT Acquisition Corp, a Cayman Islands company with its principal executive offices at 500 Fifth Avenue, Suite 938, New York, NY 10110 (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, with offices at 6201 15th Avenue, Brooklyn, NY 11219, as warrant agent (the “Warrant Agent” or also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 30th, 2023 • TMT Acquisition Corp. • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of March 27, 2023 by and between TMT Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York company (the “Trustee”).
RIGHTS AGREEMENTRights Agreement • March 30th, 2023 • TMT Acquisition Corp. • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of March 27, 2023 between TMT Acquisition Corp, a Cayman Islands company with its principal executive offices at 420 Lexington Avenue, Suite 2446, New York, NY 10170 (the “Company”) and Continental Stock Transfer & Trust Company, a New York company, with offices at 1 State Street, 30th Floor, New York, NY 10004-1561 (the “Rights Agent”).
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • March 30th, 2023 • TMT Acquisition Corp. • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of this March 27, 2023, by and between TMT Acquisition Corp, a Cayman Islands exempted company (the “Company”), having its principal place of business at 420 Lexington Avenue, Suite 2446, New York, NY 10170 and 2TM Holding LP, a Delaware limited partnership (the “Purchaser”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 30th, 2022 • TMT Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [*], 2022 by and between TMT Acquisition Corp, a Cayman Islands exempted company (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Trustee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 27th, 2023 • TMT Acquisition Corp. • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [*], 2022 by and between TMT Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York company (the “Trustee”).
TMT Acquisition Corp New York, NY 10170 Re: Initial Public Offering Gentlemen:Underwriting Agreement • March 30th, 2023 • TMT Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among TMT Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Maxim Group 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 6,000,000 of the Company’s units (including up to 900,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s ordinary shares, par value $0.0001 per share (the “Ordinary Shares”) and one right (the “Rights”). Each right entitles the holder thereof to receive two-tenths (2/10) of one Ordinary Share upon consummation of our initial business combination. The Units shall be sold in the Public Offering pursuant to a registration statement on Form S-1 and pro
FORM OF INDEMNITY AGREEMENTIndemnification Agreement • February 9th, 2022 • TMT Acquisition Corp. • Blank checks
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of [●], 2022 between the Company and Indemnitee pursuant to the Underwriting Agreement between the Company and the Underwriters in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:
AMENDED AND RESTATED SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • February 29th, 2024 • TMT Acquisition Corp. • Blank checks • New York
This AMENDED AND RESTATED SPONSOR SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of February 29, 2024, by and among 2TM Holding LP, a Delaware limited partnership (“Sponsor”), TMT Acquisition Corp, a Cayman Islands exempted company (the “SPAC”), eLong Power Holding Limited, a Cayman Islands exempted company (the “Company”). Sponsor, the SPAC and the Company are sometimes referred to herein collectively as the “Parties” and individually as a “Party.” Capitalized terms used and not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
AMENDED AND RESTATED SHAREHOLDER VOTING AGREEMENTShareholder Agreement • February 29th, 2024 • TMT Acquisition Corp. • Blank checks • New York
This AMENDED AND RESTATED SHAREHOLDER VOTING AGREEMENT (this “Agreement”), dated as of February 29, 2024, is entered into by and among TMT Acquisition Corp, a Cayman Islands exempted company (the “SPAC”), eLong Power Holding Limited, a Cayman Islands exempted company (the “Company”), and the undersigned shareholder of the Company (the “Shareholder”). Each of the SPAC, the Company and the Shareholder is referred to herein as a “Party”, and collectively, the “Parties”. Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
SHAREHOLDER VOTING AGREEMENTShareholder Voting Agreement • December 4th, 2023 • TMT Acquisition Corp. • Blank checks • New York
This Shareholder Voting Agreement (this “Agreement”), dated as of December 1, 2023, is entered into by and among TMT Acquisition Corp, a Cayman Islands exempted company (the “SPAC”), eLong Power Holding Limited, a Cayman Islands exempted company (the “Company”), and the undersigned shareholder of the Company (the “Shareholder”). Each of the SPAC, the Company and the Shareholder is referred to herein as a “Party”, and collectively, the “Parties”. Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER by and among ELONG POWER HOLDING LIMITED TMT ACQUISITION Corp and ELONG POWER INC. Dated as of February 29, 2024Agreement and Plan of Merger • February 29th, 2024 • TMT Acquisition Corp. • Blank checks • New York
This AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of February 29, 2024 by and among (i) TMT Acquisition Corp, a Cayman Islands exempted company (the “SPAC”), (ii) Elong Power Holding Limited, a Cayman Islands exempted company (the “Company”), and (iii) ELong Power Inc., a Cayman Islands exempted company and a wholly-owned subsidiary of the Company (“Merger Sub”). Each of the foregoing parties is referred to herein as a “Party” and collectively as the “Parties.”
TMT ACQUISITION CORPAdministrative Services Agreement • February 9th, 2022 • TMT Acquisition Corp. • Blank checks • New York
This letter agreement by and between TMT Acquisition Corp (the “Company”) and 2TM Holding LP (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 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”):
ELONG POWER INC EMPLOYMENT AGREEMENTEmployment Agreement • December 4th, 2023 • TMT Acquisition Corp. • Blank checks
This Employment Agreement (this “Agreement”) is made and entered into as of [●] (the “Effective Time”), by and between [●] (the “Employee”) and eLong Power Inc (formerly TMT Acquisition Corp), a Cayman Islands exempted company (the “Parent”).
LOCK-UP AGREEMENTLock-Up Agreement • December 4th, 2023 • TMT Acquisition Corp. • Blank checks
This Lock-up Agreement (this “Agreement”) is dated as of [●], by and among TMT Acquisition Corp, a Cayman Islands exempted company (the “SPAC”), to be renamed eLong Power Inc after Closing), and each of the shareholders named on Schedule A hereto (each a “Holder” and collectively the “Holders”) who are shareholders of eLong Power Holding Limited, a Cayman Islands exempted company (the “Company”). The SPAC and the Holders are collectively referred to herein as the “Parties”. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
AGREEMENT AND PLAN OF MERGER by and among ELONG POWER HOLDING LIMITED TMT ACQUISITION Corp and TMT MERGER SUB, INC. Dated as of December 1, 2023Merger Agreement • December 4th, 2023 • TMT Acquisition Corp. • Blank checks • New York
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of December 1, 2023 by and among (i) TMT Acquisition Corp, a Cayman Islands exempted company (the “SPAC”), (ii) TMT Merger Sub, Inc., a Cayman Islands exempted company and a wholly-owned subsidiary of the SPAC (“Merger Sub”), and (iii) Elong Power Holding Limited, a Cayman Islands exempted company (the “Company”). Each of the foregoing parties is referred to herein as a “Party” and collectively as the “Parties.”
ELONG POWER INC EMPLOYMENT AGREEMENTEmployment Agreement • February 29th, 2024 • TMT Acquisition Corp. • Blank checks
This Employment Agreement (this “Agreement”) is made and entered into as of [●] (the “Effective Time”), by and between [●] (the “Employee”) and Elong Power Holding Limited , a Cayman Islands exempted company (the “Company”).
LOCK-UP AGREEMENTLock-Up Agreement • February 29th, 2024 • TMT Acquisition Corp. • Blank checks
This Lock-up Agreement (this “Agreement”) is dated as of [●], by and among Elong Power Holding Limited, a Cayman Islands exempted company (the “Company”), and each of the shareholders named on Schedule A hereto (each a “Holder” and collectively the “Holders”) who are shareholders of the Company. The Company and the Holders are collectively referred to herein as the “Parties”. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
