DIGITAL WORLD ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • July 26th, 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:
INDEMNITY AGREEMENTIndemnity 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”).
Digital World Acquisition Corp. Miami, FL 33130Letter Agreement • July 26th, 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 34,500,000 of the Company’s units (including up to 4,500,000 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
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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 26th, 2021 • Digital World Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this "Agreement") is made effective as of [_____], 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").
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • July 26th, 2021 • Digital World Acquisition Corp. • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of [_____], 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.
Digital World Acquisition Corp.Letter Agreement • July 26th, 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”):
