7,500,000 Units WELSBACH TECHNOLOGY METALS ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • December 2nd, 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 60148Welsbach Technology Metals Acquisition Corp. • December 2nd, 2021 • 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 2nd, 2021 • Welsbach Technology Metals Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement” ) is entered into as of the [●] day of [●], 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 AGREEMENTForm of Indemnity 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 2nd, 2021 • Welsbach Technology Metals Acquisition Corp. • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of [●], 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 2nd, 2021 • Welsbach Technology Metals Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made as of [●], 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”).
Welsbach Technology Metals Acquisition Corp. Lombard, Illinois 60148 Chardan Capital Markets, LLC New York, New York 10004Welsbach Technology Metals Acquisition Corp. • December 2nd, 2021 • 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.
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”).
