Digital World Acquisition Corp. Sample Contracts
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”).
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”).
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").
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”).
BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • August 26th, 2025 • Trump Media & Technology Group Corp. • Services-computer programming, data processing, etc. • Florida
This Business Combination Agreement (this “Agreement”) is made and entered into as of August 25, 2025, by and among (a) Yorkville Acquisition Corp., a Cayman Islands exempted company (“SPAC”), (b) YA S3 Inc., a Florida corporation and an indirect wholly owned subsidiary of SPAC (“SPAC Sub”), (c) Foris Holdings KY Limited, a Cayman Islands exempted company (“Crypto.com”), (d) Crypto.com Strategy Holdings, a Cayman Islands exempted company (“Crypto.com Sub”), (e) Trump Media & Technology Group Corp., a Florida corporation (“TMTG”), and (f) Yorkville Acquisition Sponsor LLC, a Delaware limited liability company (“Sponsor”). Crypto.com Sub and TMTG are sometimes referred to herein collectively as the “Sellers.” SPAC, SPAC Sub, Crypto.com, Crypto.com Sub, TMTG, and Sponsor are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties.”
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”).
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • August 26th, 2025 • Trump Media & Technology Group Corp. • Services-computer programming, data processing, etc.
This SPONSOR SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of August 25, 2025, by and among Yorkville Acquisition Sponsor, LLC, a Delaware limited liability company (“Sponsor”), Yorkville Acquisition Corp., a Cayman Islands exempted company (“SPAC”), YA S3 Inc., a Florida corporation and a wholly owned indirect subsidiary of SPAC (“SPAC Sub”), Foris Holdings KY Limited, a Cayman Islands exempted company (“Crypto.com”), Crypto.com Strategy Holdings, a Cayman Islands exempted company (“Crypto.com Sub”), and Trump Media & Technology Group Corp., a Florida corporation (“TMTG”, and together with Crypto.com Sub, the “Sellers”). Capitalized terms used but not defined herein have the meanings assigned to them in the Business Combination Agreement by and among SPAC, Sponsor, and the Sellers, dated as of August 25, 2025 (as may be amended from time to time, the “BCA”).
AGREEMENT AND PLAN OF MERGER by and among TRUMP MEDIA & TECHNOLOGY GROUP CORP., T MEDIA SUB, INC., and TAE TECHNOLOGIES, INC. Dated as of December 18, 2025Merger Agreement • December 18th, 2025 • Trump Media & Technology Group Corp. • Services-computer programming, data processing, etc. • Texas
THIS AGREEMENT AND PLAN OF MERGER, dated as of December 18, 2025 (this “Agreement”), is by and among Trump Media & Technology Group Corp., a Florida corporation (“Parent”), T Media Sub, Inc., a Florida corporation (“Merger Sub” and, together with Parent, the “Parent Parties” and each, a “Parent Party”), and TAE Technologies, Inc., a Delaware corporation (“Company” and, together with Parent and Merger Sub, the “Parties” and each, a “Party”). Capitalized terms that are used but are not otherwise defined herein shall have the meanings set forth in Section 1.1.
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”.
LOCK-UP AGREEMENTLock-Up Agreement • August 26th, 2025 • Trump Media & Technology Group Corp. • Services-computer programming, data processing, etc.
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of [●], 2025 by and between Trump Media Group CRO Strategy, Inc., a Florida corporation (“SPAC”), and the undersigned (“Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement (as defined below).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 26th, 2025 • Trump Media & Technology Group Corp. • Services-computer programming, data processing, etc. • Florida
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [-], 2025, is made and entered into by and among Trump Media Group CRO Strategy, Inc., a Florida corporation (the “SPAC”), Yorkville Acquisition Sponsor LLC, a Delaware limited liability company (“Sponsor”), each of the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with Sponsor, any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, and solely for purposes of Section 2.2 and ARTICLE V of this Agreement, each of the undersigned parties listed on the signature page hereto under “Piggyback Holders”, a “Holder” and collectively the “Holders”).
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”);
Second Amendment to Employment AgreementEmployment Agreement • February 14th, 2025 • Trump Media & Technology Group Corp. • Services-computer programming, data processing, etc.
WHEREAS, Trump Media & Technology Group Corp. (“Company,” or “TMTG”) and Andrew Northwall (“Employee”), entered into an employment agreement made effective as of December 20, 2021 (“Agreement”);
Trump Media, Crypto.com, and Yorkville America Digital Finalize Agreement for ETF LaunchPartnership Agreement • April 22nd, 2025 • Trump Media & Technology Group Corp. • Services-computer programming, data processing, etc.
SARASOTA, Fla., April 22, 2025 (GLOBE NEWSWIRE) -- Trump Media and Technology Group Corp. (Nasdaq, NYSE Texas: DJT) (“TMTG” or the “Company”), operator of the social media platform Truth Social, the streaming platform Truth+, and the FinTech brand Truth.Fi, has signed a binding agreement to partner with Crypto.com, America’s premier crypto trading platform, and Yorkville America Digital, an America-First asset management firm, to launch a series of exchange-traded funds and exchange-traded products (collectively, “ETFs”) through the Truth.Fi brand.
AMENDMENT NO. 1 TO THE BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • November 7th, 2025 • Trump Media & Technology Group Corp. • Services-computer programming, data processing, etc. • Florida
This Amendment No. 1 to the Business Combination Agreement, dated as of October 31, 2025 (this “Amendment”), is entered into by and among Yorkville Acquisition Corp., a Cayman Islands exempted company (“SPAC”), YA S3 Inc., a Florida corporation, Foris Holdings KY Limited, a Cayman Islands exempted company, Crypto.com Strategy Holdings, a Cayman Islands exempted company (“Crypto.com Sub”), Trump Media & Technology Group Corp., a Florida corporation (“TMTG”), and Yorkville Acquisition Sponsor LLC, a Delaware limited liability company (“Sponsor”, and together with the foregoing parties, the “Parties”). Capitalized terms used and not otherwise defined herein shall have the respective meanings set forth in the Business Combination Agreement dated as of August 25, 2025 among the parties hereto (as amended, the “BCA”).
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.
SUBSCRIPTION AGREEMENTSubscription Agreement • May 27th, 2025 • Trump Media & Technology Group Corp. • Services-computer programming, data processing, etc.
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on May 27, 2025, by and between Trump Media & Technology Group Corp., a Florida corporation (the “Issuer”), and the undersigned investors (collectively, the “Subscribers” and each a “Subscriber”).
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.
TRUMP MEDIA & TECHNOLOGY GROUP CORP. Sarasota, Florida 34232Employment Agreement • February 27th, 2026 • Trump Media & Technology Group Corp. • Services-computer programming, data processing, etc.
This employment agreement (“Agreement”), is made and entered into by and between TRUMP MEDIA & TECHNOLOGY GROUP CORP. and its successors and assigns (collectively, the “Company”) and Vladimir Novachki (“Employee”) in connection with Employee’s engagement to render services, and grant certain rights, to Company on the terms and conditions set forth herein.
Amendment to Employment AgreementEmployment Agreement • February 27th, 2026 • Trump Media & Technology Group Corp. • Services-computer programming, data processing, etc.
WHEREAS, Trump Media & Technology Group Corp. (“Company,” or “TMTG”) and Vladimir Novachki (“Employee”), entered into an employment agreement made effective as of January 16, 2023 (“Agreement”); and
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”).