REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 9th, 2022 • TMT Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [__], 2022, 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 • February 9th, 2022 • 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 10110TMT Acquisition Corp. • February 9th, 2022 • Blank checks • New York
Reference is made to the Securities Subscription Agreement dated as of August 20, 2021 (the “Subscription Agreement”) by and between TMT Acquisition Corp, a Cayman Islands exempted company (the “Company”) and 2TM Holding LP, a Delaware limited partnership, (the “Subscriber” or “you”, together with the Company, the “Parties”), in connection with a subscription for 1,437,500 Class B ordinary shares of the Company (the “Class B Founder Shares”), par value $0.0001 per share (the “Class B Shares”).
WARRANT AGREEMENTWarrant Agreement • February 9th, 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”).
FORM OF INDEMNITY AGREEMENTForm of Indemnity 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:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 9th, 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”).
RIGHTS AGREEMENTRights Agreement • February 9th, 2022 • TMT Acquisition Corp. • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of [ ], 2022 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 (the “Rights Agent”).
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • February 9th, 2022 • TMT Acquisition Corp. • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of this [ ], 2022, by and between TMT Acquisition Corp, a Cayman Islands exempted company (the “Company”), having its principal place of business at 500 Fifth Avenue, Suite 938, New York, NY 10110 and 2TM Holding LP, a Delaware limited partnership (the “Purchaser”).
TMT Acquisition Corp New York, NY 10110 Re: Initial Public Offering Gentlemen:Letter Agreement • February 9th, 2022 • 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”), one right (the “Rights”), and one-half of one redeemable warrant (the “Warrants”). Each right entitles the holder thereof to receive one-tenth (1/10) of one Ordinary Share upon consummation of our initial business combination. Each Warrant entitles the holder thereof to purcha
TMT ACQUISITION CORPTMT Acquisition Corp. • February 9th, 2022 • 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”):
