and Plan of Merger, dated May 11, 2022, and as it may be further amended or supplemented from time to time, the Merger Agreement) by and among us, DWAC Merger Sub Inc., a
Delaware corporation and a wholly-owned subsidiary of Digital World, Trump Media & Technology Group Corp., a Delaware corporation (TMTG), the Sponsor in the capacity as the representative of the stockholders of Digital World,
and TMTGs General Counsel in his capacity as the representative of the stockholders of TMTG. On December 4, 2021, in support of the Business Combination, Digital World entered into securities purchase agreements with certain institutional
investors (the PIPE Investors), pursuant to which the PIPE Investors agreed to purchase up to an aggregate of 1,000,000 shares of Digital Worlds Series A Convertible Preferred Stock for a purchase price of $1,000 per share for an
aggregate commitment of up to $1,000,000,000 in a private placement (the PIPE) to be consummated concurrently with the Business Combination. The shares are initially convertible into 29,761,905 shares of Digital World common stock,
subject to upward adjustment as described herein. The PIPE is conditioned on the concurrent closing of the Business Combination and other customary closing conditions. For more information about the Business Combination and the PIPE, see our Current
Reports on Form 8-K filed with the U.S. Securities and Exchange Commission (the SEC) on October 21, 2021, October 26, 2021, December 6, 2021 and May 17, 2022, and the proxy
statement/prospectus included in the Form S-4 filed with the SEC on May 16, 2022, as it may be amended or supplemented from time to time.
While we are using our best efforts to complete the Business Combination as soon as practicable, our board of directors (the Board) believes that
there will not be sufficient time before the Termination Date to complete the Business Combination. Accordingly, the Board believes that in order to be able to consummate the Business Combination, we will need to obtain the Extension. Without the
Extension, the Board believes that there is significant risk that we might not, despite our best efforts, be able to complete the Business Combination on or before the Termination Date. If that were to occur, we would be precluded from completing
the Business Combination and would be forced to liquidate even if our stockholders are otherwise in favor of consummating the Business Combination.
Therefore, the Board has determined that it is in the best interests of our stockholders to extend the date by which the Company has to consummate a business
combination to the Extended Date in order that our stockholders have the opportunity to participate in our future investment.
If the Extension is
approved and implemented, subject to satisfaction of the conditions to closing in the Merger Agreement (including, without limitation, receipt of stockholder approval of the Business Combination), we intend to complete the Business Combination as
soon as possible and in any event on or before the Extended Date.
In connection with the Extension Amendment Proposal, public stockholders may elect to
redeem their public shares for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account (the Trust Account), including interest (which interest shall
be net of taxes payable), divided by the number of then outstanding shares of Class A common stock issued in our IPO, which shares we refer to as the public shares, and which election we refer to as the Election,
regardless of whether such public stockholders vote on the Extension Amendment Proposal.
If the Extension Amendment Proposal is approved by the
requisite vote of stockholders, the remaining holders of public shares will retain their right to redeem their public shares when the Business Combination is submitted to the stockholders, subject to any limitations set forth in our charter as
amended by the Extension Amendment. In addition, public stockholders who do not make the Election would be entitled to have their public shares redeemed for cash if the Company has not completed a Business Combination by the Extended Date. Even if
the Extension is approved, we can provide no assurances that the Business Combination will be consummated prior to the Extended Date.
To exercise your
redemption rights, you must demand that the Company redeem your public shares for a pro rata portion of the funds held in the Trust Account, and tender your shares to the Companys transfer agent at least two business days prior to the Special
Meeting (or September 1, 2022). You may tender your