AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • November 1st, 2022 • Welsbach Technology Metals Acquisition Corp. • Blank checks • Delaware
This Agreement And Plan Of Merger, dated as of October 31, 2022 (this “Agreement”), is made and entered into by and among Welsbach Technology Metals Acquisition Corp., a Delaware corporation (“Acquiror”), WTMA Merger Subsidiary Corp., a Delaware corporation and a direct wholly owned subsidiary of Acquiror (“Merger Sub”) and WaveTech Group, Inc., a Delaware corporation (the “Company”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 1st, 2022 • Welsbach Technology Metals Acquisition Corp. • Blank checks • New York
This Registration Rights Agreement (this “Agreement”) is entered into as of the ___ day of __________, 2022, and made effective as of the Closing Date, by and among Welsbach Technology Metals Acquisition Corp., a Delaware corporation (“WTMA” or following the Closing Date, the “Company”), Welsbach Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”), the PIPE Investors (as defined in the Business Combination Agreement) and the other undersigned parties listed under Sponsor Investors on Exhibit A hereto, (together with the Sponsor and the PIPE Investors, the “Sponsor Investors”) and the undersigned parties listed on Exhibit B hereto (the “WaveTech Investors”). The Sponsor Investors, the WaveTech Investors and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement are each referred to herein as a “Holder” and collectively as the “Holders.”
SHAREHOLDER SUPPORT AND LOCK-UP AGREEMENTLock-Up Agreement • November 1st, 2022 • Welsbach Technology Metals Acquisition Corp. • Blank checks • Delaware
This Shareholder Support and Lock-up Agreement (this “Agreement”) is dated as of October 31, 2022, by and among Welsbach Technology Metals Acquisition Corp., a Delaware corporation (“Acquiror”), WaveTech Group, Inc., a Delaware corporation (the “Company”), Welsbach Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”) and the Persons set forth on Schedule I hereto (each, a “Company Shareholder” and, collectively, the “Company Shareholders”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
SPONSOR SUPPORT AND LOCK-UP AGREEMENTLock-Up Agreement • November 1st, 2022 • Welsbach Technology Metals Acquisition Corp. • Blank checks • Delaware
This Sponsor Support and Lock-up Agreement (this “Agreement”) is dated as of October 31, 2022, by and among Welsbach Technology Metals Acquisition Corp., a Delaware corporation (“Acquiror”), WaveTech Group, Inc., a Delaware corporation (the “Company”), Welsbach Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor Holdco”) and the Persons set forth on Schedule I hereto (together with the Sponsor Holdco, each, a “Sponsor” and, collectively, the “Sponsors”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
