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Item 5. Other Information

2024-05-20 compared with 2023-11-22 · 80 added, 13 removed, 22 unchanged (81% of the section changed)

2 unchanged sentences

Description of Exhibit

Amendment to Amended and Restated Certificate of Incorporation (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on September 6, 2023).

Order Instituting Cease-and Desist Proceedings pursuant to Section 8A of the Securities Act of 1933 and Section 21C of the Securities Exchange Act of 1934, Making Findings, and Imposing a Cease-and-Desist Order, dated July 20, 2023 (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on July 21, 2023).

Second Amendment to Agreement and Plan of Merger, dated August 9, 2023 (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on August 9, 2023).

Amendment No.

1 to Investment Management Trust Agreement, dated August 25, 2023 (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on August 31, 2023).

Third Amendment to Agreement and Plan of Merger, dated September 29, 2023 (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on September 29, 2023).

Agreement and Plan of Merger, dated as of October 20, 2021, as amended on May 11, 2022, August 8, 2023, and September 29, 2023 by

and among Digital World Acquisition Corp., DWAC Merger Sub Inc.

and Trump Media & Technology Group Corp.

(incorporated by reference to Annex A to the proxy statement/prospectus which is part of Amendment No.

6 to the Registration

Statement on Form S-4, filed by Digital World Acquisition Corp.

on February 14, 2024).

Second Amended and Restated Certificate of Incorporation of Trump Media & Technology Group Corp.

(incorporated by reference to

Exhibit 3.2 to the Current Report on Form 8-K, filed by Trump Media & Technology Group Corp.

on April 1, 2024).

Amended and Restated Bylaws of Trump Media & Technology Group Corp.

(incorporated by reference to Exhibit 3.3 to Post-Effective Amendment

2 to the Registration Statement on Form S-4, filed by Digital World Acquisition Corp.

on March 5, 2024).

Trump Media & Technology Group Corp.

2024 Equity Incentive Plan (incorporated by reference to Exhibit 10.7 to the Current Report on

Form 8-K, filed by Trump Media & Technology Group Corp.

on April 1, 2024).

Form of Lock-up Agreement by and among Digital World Acquisition Corp., Trump Media & Technology Group Corp.

Stockholders, Directors and Officers of Trump Media & Technology Group Corp.

thereto (incorporated by reference to Exhibit 10.8 to the Current Report on Form 8-K, filed by Trump Media & Technology Group Corp.

on April 1, 2024).

Second Amended & Restated License, Likeness, Exclusivity and Restrictive Covenant Agreement, dated February 2, 2024, by and among

President Donald J.

Trump, DTTM Operations, LLC, and TMTG (incorporated by reference to Exhibit 10.17 to Amendment No.

4 to the Registration Statement on Form S-4, filed by Digital World Acquisition Corp.

on February 12, 2024).

Form of Digital World Acquisition Corp.

Compensation Program Convertible Note (incorporated by reference to Exhibit 10.28 to Amendment No.

4 to the Registration Statement on Form S-4, filed by Digital World Acquisition Corp.

on February 12, 2024).

Form of Warrant Subscription Agreement, dated as of February 7, 2024, by and among Digital World Acquisition Corp.

and certain accredited

investors 2023 (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K, filed by Digital World Acquisition Corp.

on February 8, 2024).

Form of Note Purchase Agreement, dated February 8, 2024, by and among Digital World Acquisition Corp.

and certain accredited investors

(incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed by Digital World Acquisition Corp.

on February 8, 2024).

Form of Convertible Promissory Note, issued February 8, 2024 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K,

filed by Digital World Acquisition Corp.

on February 8, 2024).

Retention Bonus Agreement, dated as of February 9, 2024, by and among Digital World Acquisition Corp., Trump Media & Technology Group

Corp., ARC Global Investments II, LLC and General Counsel of Trump Media & Technology Group Corp (incorporated by reference to Exhibit 10.32 to Amendment No.

4 to the Registration Statement on Form S-4, filed by Digital World

Acquisition Corp.

on February 12, 2024).

Letter Agreement, dated February 8, 2024, between Digital World Acquisition Corp.

and Trump Media & Technology Group Corp.

(incorporated by reference to Exhibit 10.34 to Amendment No.

4 to the Registration Statement on Form S-4, filed by Digital World Acquisition Corp.

on February 12, 2024).

Amendment to the Warrant Agreement, dated March 15, 2024, by and among Digital World Acquisition Corp., Continental Stock Transfer &

Trust Company and Odyssey Transfer & Trust Company (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed by Digital World Acquisition Corp.

on March 18, 2024).

Share Escrow Agreement, dated March 21, 2024, by and among Digital World Acquisition Corp., Trump Media & Technology Group Corp.

and Odyssey Transfer & Trust Company (incorporated by reference to Exhibit 10.33 to the Current Report on Form 8-K, filed by Trump Media & Technology Group Corp.

on April 1, 2024).

ARC Escrow Agreement, dated March 21, 2024, between Digital World Acquisition Corp.

and Odyssey Transfer & Trust Company (incorporated

by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed by Trump Media & Technology Group Corp.

on March 26, 2024).

Non-ARC Class B Shareholders Escrow Agreement, dated March 21, 2024, by and among Digital World Acquisition Corp., Arc Global Investments

II, LLC and Odyssey Transfer & Trust Company (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K, filed by Trump Media & Technology Group Corp.

on March 26, 2024).

Form of Non-Competition and Non-Solicitation Agreement (incorporated by reference to Exhibit 10.36 to the Current Report on Form 8-K,

filed by Trump Media & Technology Group Corp.

on April 1, 2024).

Form of Indemnification Agreement (incorporated by reference to Exhibit 10.37 to the Current Report on Form 8-K, filed by Trump Media

& Technology Group Corp.

on April 1, 2024).

Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

13 unchanged sentences

Furnished herewith

Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5).

The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.

Indicates a management or compensatory plan.

In accordance with the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

DIGITAL WORLD ACQUISITION CORP.

November 22, 2023

/s/ Eric Swider

Chief Executive Officer and Director

TRUMP MEDIA & TECHNOLOGY GROUP CORP.

/s/ Devin Nunes

Chief Executive Officer

(Principal Executive Officer)

November 22, 2023

/s/ Katherine Chiles

Katherine Chiles

/s/ Phillip Juhan

Phillip Juhan

Chief Financial Officer

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 5. Other Information