“Digital World Charter” or “Charter” means Digital
World’s current amended and restated certificate of incorporation
as filed with the Secretary of State of the State of Delaware on
September 2, 2021.
“Digital World IPO,” “IPO” or “Initial Public
Offering” means Digital World’s initial public offering that
was consummated on September 8, 2021.
“Digital World IPO Prospectus” means the final prospectus of
Digital World, dated as of September 2, 2021, and filed with
the SEC pursuant to Rule 424(b) under the Securities Act on
September 8, 2021 (File No. 333-256472).
“Digital World Special Meeting” means the special meeting of
the stockholders of Digital World, to be held virtually at 10:00
a.m., Eastern Time, on ____________, 2022.
“Effective Time” means the effective time of the Merger in
accordance with the Merger Agreement.
“Equity Incentive Plan” means the Trump Media &
Technology Group Corp. Equity Incentive Plan, as such may be
amended, supplemented or modified from time to time, which shall be
adopted by Digital World and approved in accordance with the
Incentive Plan Proposal to be effective as of the Closing of the
“Exchange Act” means the Securities Exchange Act of 1934, as
“Extension Units” means any units issued to the Sponsor or
its affiliates or designees in connection with additional funds
deposited by the Sponsor to the Trust Account to extend the period
of time to consummate a Business Combination up to two times, each
by an additional three months (for a total of up to 18 months to
complete a Business Combination).
“First Amendment to the Agreement” means the First Amendment
to Agreement and Plan of Merger, dated May 11, 2022, by and among
Digital World, Merger Sub, TMTG, the Sponsor in the capacity as the
representative of Digital World, and TMTG’s General Counsel in the
capacity as the representative of TMTG.
“Founder Shares” means Class B common stock initially
purchased by the Sponsor on January 20, 2021.
“Initial Stockholders” means the Sponsor and any other
holders of the Founder Shares prior to the Digital World IPO (or
their permitted transferees), if any;
“Marcum” means Marcum LLP, Digital World’s independent
registered public accounting firm.
“Merger” means the merger of Merger Sub with and into TMTG,
with TMTG continuing as the surviving corporation and as a
wholly-owned subsidiary of Digital World, in accordance with the
terms of the Merger Agreement.
“Merger Agreement” means the Agreement and Plan of Merger,
dated October 20, 2021, as amended by the First Amendment to
the Agreement, and as it may further be amended or supplemented
from time to time, by and among Digital World, Merger Sub, TMTG,
the Sponsor in the capacity as the representative of Digital World,
and TMTG’s General Counsel in the capacity as the representative of
“Merger Sub” means DWAC Merger Sub Inc., a Delaware
corporation and a wholly-owned subsidiary of Digital World.
“New Digital World common stock” means the common stock, par
value $0.0001 per share, of Digital World (which will be renamed
Trump Media & Technology Group Corp.) following the
Business Combination; such common stock was previously designated
Class A common stock of Digital World, and New Digital World
common stock will include any shares of Class B common stock
all of which will be converted into Class A common stock in
connection with the Closing pursuant to the Digital World