Exhibit 10.1


 


 


 


September 2, 2021


 


Digital World Acquisition Corp.


 


78 SW 7th Street


 


Miami, FL 33130


 


 


 


	Re:	Initial Public Offering


 


 


Ladies and Gentlemen:


 


This letter (this “Letter Agreement”)
is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered
into by and among Digital World Acquisition Corp., a Delaware corporation (the “Company”), and EF Hutton, Division
of Benchmark Investments, LLC, as representative (the “Representative”) of the several underwriters (each, an
 “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial
public offering (the “Public Offering”), of 28,750,000 of the Company’s units (including up to 3,750,000
units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of
the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”) and one-half of one
redeemable warrant (the “Warrant”). Each Warrant entitles the holder thereof to purchase one share of Common
Stock at a price of $11.50 per share, subject to adjustment. In addition, following consummation of the Public Offering, the Company is
issuing to the Representative up to 143,750 shares of Common Stock (the “Representative Shares”). The Units
will be sold in the Public Offering and the Representative Shares issued to the Representative pursuant to a registration statement on
Form S-1 (File No. 333-256472) and prospectus (the “Prospectus”) filed by the Company with the U.S. Securities
and Exchange Commission (the “Commission”) and the Company has applied to have the Units listed on The Nasdaq
Capital Market. Certain capitalized terms used herein are defined in paragraph 11 hereof.


 


In order to induce the Company and the Underwriters
to enter into the Underwriting Agreement and to proceed with the Public Offering and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, each of ARC Global Investments II LLC (the “Sponsor”) and
the undersigned individuals, each of whom is a member of the Company’s board of directors and/or management team or an advisor of
the Company (each, an “Insider” and collectively, the “Insiders”), hereby agrees with
the Company as follows:


 


1. The Sponsor, each Insider,
and the Representative (solely with respect to item (ii) of this paragraph 1) agrees that if the Company seeks stockholder approval of
a proposed Business Combination, then in connection with such proposed Business Combination, it, he or she shall (i) vote any shares of
Common Stock owned by it, him or her in favor of any proposed Business Combination and (ii) not redeem any shares of Common Stock owned
by it, him or her in connection with such stockholder approval. If the Company engages in a tender offer in connection with any proposed
Business Combination, the Sponsor and each Insider agrees that it, he or she will not seek to sell or tender any shares of Capital Stock
owned by it, him or her to the Company in connection with such tender offer.


 


2. The Sponsor and each Insider
hereby agrees that in the event that the Company fails to consummate a Business Combination 12 months from the closing of the Public Offering,
or by such later date as may be extended in accordance with the Company's amended and restated certificate of incorporation (as it may
be amended from time to time, the “Charter”) by a deposit of proceeds of additional loans by the Sponsor into
the Trust Account or such later period approved by the Company’s stockholders in accordance with the Company’s Charter, the
Sponsor and each Insider shall take all reasonable steps to cause the Company to (i) cease all operations except for the purpose of winding
up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, subject to lawfully available funds therefor,
redeem 100% of the shares of Common Stock sold as part of the Units in the Public Offering (the “Offering Shares”),
at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account (as defined below), including
interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes (less up to $100,000
of interest to pay dissolution expenses), divided by the number of then outstanding Offering Shares, which redemption will completely
extinguish the rights of all holders of Offering Shares as stockholders (including the right to receive further liquidating distributions,
if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of
the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in the case of
clauses (ii) and (iii) to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of
other applicable law. The Sponsor and each Insider agrees not to propose any amendment to the Charter to modify (i) the substance or timing
of the ability of holders of Offering Shares to seek redemption in connection with the Company’s initial Business Combination or
amendments to the Charter prior thereto or (ii) (A) the Company’s obligation to redeem 100% of the Offering Shares if the Company
does not complete its initial Business Combination within such time set forth in the Charter or (B) with respect to any other provision
relating to stockholders' rights or pre-initial Business Combination activity, unless the Company provides the holders of the Offering
Shares with the opportunity to redeem their shares of Common Stock upon approval of any such amendment at a per-share price, payable in
cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account
and not previously released to the Company to pay its taxes, divided by the number of then outstanding Offering Shares.


 


The Sponsor, each Insider,
and the Representative acknowledges that it, he or she has no right, title, interest or claim of any kind in or to any monies held in
the Trust Account or any other asset of the Company as a result of any liquidation of the Company with respect to the Founder Shares or
Private Placement Shares held by it, him or her. The Sponsor, each Insider, and the Representative hereby further waives, with respect
to any shares of Common Stock held by it, him or her, if any, whether acquired now or hereafter, any redemption rights it, he or she may
have in connection with the consummation of a Business Combination or amendments to the Charter prior thereto, including, without limitation,
any such rights available in the context of a stockholder vote to approve such Business Combination or a stockholder vote to approve an
amendment to the Charter to modify (i) (A) the substance or timing of the Company’s obligation to redeem 100% of the Offering Shares
if the Company has not consummated a Business Combination within the time period set forth in the Charter or (B) any other provisions
relating to stockholders’ rights or pre-initial Business Combination activity or (ii) in the context of a tender offer made by the
Company to purchase shares of Common Stock (although the Sponsor, the Insiders and their respective affiliates shall be entitled to redemption
and liquidation rights with respect to any Offering Shares it or they hold if the Company fails to consummate a Business Combination within
the time period set forth in the Charter).


 






     

     


    

 


3. During the period commencing
on the effective date of the Underwriting Agreement and ending 180 days after such date, the Sponsor and each Insider shall not, without
the prior written consent of the Representative, (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option
to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position
or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), and the rules and regulations of the Commission promulgated thereunder, with respect to
any Units, shares of Capital Stock, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Capital
Stock owned by it, him or her, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the
economic consequences of ownership of any Units, shares of Capital Stock, Warrants or any securities convertible into, or exercisable,
or exchangeable for, shares of Capital Stock owned by it, him or her, whether any such transaction is to be settled by delivery of such
securities, in cash or otherwise, or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii).
Each of the Insiders and the Sponsor acknowledges and agrees that, prior to the effective date of any release or waiver, of the restrictions
set forth in this paragraph 3 or paragraph 7 below, the Company shall announce the impending release or waiver by press release through
a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted shall
only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply
if the release or waiver is effected solely to permit a transfer not for consideration and the transferee has agreed in writing to be
bound by the same terms described in this Letter Agreement to the extent and for the duration that such terms remain in effect at the
time of the transfer.


 


4. In the event of the liquidation
of the Trust Account upon the failure of the Company to consummate its initial Business Combination within the time period set forth in
the Charter, the Sponsor (the “Indemnitor”) agrees to indemnify and hold harmless the Company against any and
all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all legal or other expenses reasonably
incurred in investigating, preparing or defending against any litigation, whether pending or threatened) to which the Company may become
subject as a result of any claim by (i) any third party for services rendered or products sold to the Company or (ii) any prospective
target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business
Combination agreement (a “Target”); provided, however, that such indemnification of the Company by the Indemnitor
shall (x) apply only to the extent necessary to ensure that such claims by a third party or a Target do not reduce the amount of funds
in the Trust Account to below the lesser of (i) $10.20 per Offering Share and (ii) the actual amount per Offering Share held in the Trust
Account as of the date of the liquidation of the Trust Account, if less than $10.20 per Offering Share is then held in the Trust Account
due to reductions in the value of the trust assets, less interest earned on the Trust Account which may be withdrawn to pay taxes, (y)
not apply to any claims by a third party or a Target which executed a waiver of any and all rights to the monies held in the Trust Account
(whether or not such waiver is enforceable) and (z) not apply to any claims under the Company’s indemnity of the Underwriters against
certain liabilities, including liabilities under the Securities Act of 1933, as amended. The Indemnitor shall have the right to defend
against any such claim with counsel of its choice reasonably satisfactory to the Company if, within 15 days following written receipt
of notice of the claim to the Indemnitor, the Indemnitor notifies the Company in writing that it shall undertake such defense.


 


5. To the extent that the
Underwriters do not exercise their over-allotment option to purchase up to an additional 3,750,000 Units in full within 45 days from the
date of the Prospectus (and as further described in the Prospectus), the Sponsor agrees to forfeit, at no cost, a number of Founder Shares
in the aggregate equal to 937,500 multiplied by a fraction, (i) the numerator of which is 3,750,000 minus the number of Units purchased
by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 3,750,000. The forfeiture will
be adjusted to the extent that the over-allotment option is not exercised in full by the Underwriters so that the Sponsor will be required
to forfeit only that number of Founder Shares as is necessary so that the Initial Stockholders will own an aggregate of 20.0% of the Company’s
issued and outstanding shares of Capital Stock after the Public Offering (not including the Representative Shares or the Private Placement
Shares).


 


6. The Sponsor and each Insider
hereby agrees and acknowledges that: (i) the Underwriters and the Company would be irreparably injured in the event of a breach by such
Sponsor or an Insider of its, his or her obligations under paragraphs 1, 2, 3, 4, 5, 7(a), 7(b), and 9, as applicable, of this Letter
Agreement (ii) monetary damages may not be an adequate remedy for such breach and (iii) the non-breaching party shall be entitled to injunctive
relief, in addition to any other remedy that such party may have in law or in equity, in the event of such breach.


 


7. (a) Each of the Sponsor,
each Insider, and the Representative agrees that it, he or she shall not Transfer any Founder Shares or Representative Shares (or shares
of Common Stock issuable upon conversion thereof) until the earlier to occur of (A) six months after the completion of the Company’s
initial Business Combination; (B) subsequent to the Company’s initial Business Combination, when the reported last sale price of
the Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations
and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial
Business Combination; or (C) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or
other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Common
Stock for cash, securities or other property (the “Founder Shares Lock-up Period”).


 


(b) The Sponsor and each Insider
agrees that it, he or she shall not Transfer any Private Placement Units, the Private Placement Shares, the Private Placement Warrants
or shares of Common Stock issued or issuable upon the exercise of the Private Placement Warrants, until 30 days after the completion of
the initial Business Combination (the “Private Placement Units Lock-up Period”, together with the Founder Shares
Lock-up Period, the “Lock-up Periods”).


 


(c) Notwithstanding the provisions
set forth in paragraphs 7(a) and 7(b), Transfers of the Founder Shares, Private Placement Units, Private Placement Shares, Private Placement
Warrants, and shares of Common Stock issued or issuable upon the exercise or conversion of the Private Placement Warrants or the Founder
Shares that are held by the Sponsor, any Insider, the Representative or any of their permitted transferees (that have complied with this
paragraph 7(c)), are permitted (i) to the Company’s officers or directors, any affiliate or family member of any of the Company’s
officers or directors or any members of the Sponsor or any affiliates of the Sponsor; (b) in the case of an individual, by gift to a member
of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family,
an affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution
upon death of such individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales
or transfers made in connection with the consummation of an initial Business Combination at prices no greater than the price at which
the securities were originally purchased; (f) in the event of the Company’s liquidation prior to the completion of an initial Business
Combination; (g) by virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement upon dissolution
of the Sponsor; or (h) in the event of the Company’s liquidation, merger, capital stock exchange, reorganization or other similar
transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash,
securities or other property subsequent to the Company’s completion of an initial Business Combination; provided, however,
that in the case of clauses (a) through (e) or (g), these permitted transferees must enter into a written agreement with the Company agreeing
to be bound by the transfer restrictions herein and the other restrictions contained in this Agreement (including provisions relating
to voting, the Trust Account and liquidating distributions).


 






     

     


    

 


8. The Sponsor and each Insider
represents and warrants that it, he or she has never been suspended or expelled from membership in any securities or commodities exchange
or association or had a securities or commodities license or registration denied, suspended or revoked. Each Insider’s biographical
information furnished to the Company (including any such information included in the Prospectus) is true and accurate in all respects
and does not omit any material information with respect to the Insider’s background. Each Insider’s questionnaire furnished
to the Company is true and accurate in all respects. Each Insider represents and warrants that: it, he or she is not subject to or a respondent
in any legal action for, any injunction, cease-and-desist order or order or stipulation to desist or refrain from any act or practice
relating to the offering of securities in any jurisdiction; it, he or she has never been convicted of, or pleaded guilty to, any crime
(i) involving fraud, (ii) relating to any financial transaction or handling of funds of another person, or (iii) pertaining to any dealings
in any securities and it, he or she is not currently a defendant in any such criminal proceeding.


 


9. Except as disclosed in
the Prospectus, neither the Sponsor nor any officer or director of the Company nor any affiliate of the Sponsor nor any affiliate of any
officer or director of the Company, shall receive from the Company any finder’s fee, reimbursement, consulting fee, monies in respect
of any repayment of a loan or other compensation prior to, or in connection with any services rendered in order to effectuate, the consummation
of the Company’s initial Business Combination (regardless of the type of transaction that it is), other than the following, none
of which will be made from the proceeds held in the Trust Account prior to the completion of the initial Business Combination: repayment
of up to an aggregate of $300,000 in loans made to the Company by the Sponsor to cover offering-related and organizational expenses; payment
to an affiliate of the Sponsor of $15,000 per month, for up to 12 months (or 18 months if extended in accordance with the terms of the
Charter), for office space, utilities and secretarial and administrative support; reimbursement for any reasonable out-of-pocket expenses
related to identifying, investigating and completing an initial Business Combination; and repayment of non-interest bearing loans which
may be made by the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors to finance transaction
costs in connection with an intended initial Business Combination, the terms of which (other than as described above) have not been determined
nor have any written agreements been executed with respect thereto. Up to $1,500,000 of such loans may be convertible into units, at a
price of $10.00 per unit at the option of the lender, upon consummation of the initial Business Combination. The units would be identical
to the Private Placement Units.


 


10. The Sponsor and each Insider
has full right and power, without violating any agreement to which it is bound (including, without limitation, any non-competition or
non-solicitation agreement with any employer or former employer), to enter into this Letter Agreement and, as applicable, to serve as
an officer and/or director on the board of directors of the Company and hereby consents to being named in the Prospectus as an officer
and/or director of the Company.


 


11. As used herein, (i) “Business
Combination” shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business
combination, involving the Company and one or more businesses; (ii) “Capital Stock” shall mean, collectively,
the Common Stock and the Founder Shares; (iii) “Founder Shares” shall mean (a) the 7,187,500 shares of the Company’s
Class B common stock, par value $0.0001 per share, issued or issuable to the Initial Stockholders (including up to 937,500 Shares of which
are subject to complete or partial forfeiture by the Sponsor if the over-allotment option is not exercised by the Underwriters) for an
aggregate purchase price of $25,000, or $0.003 per share, prior to the consummation of the Public Offering; (iv) “Initial
Stockholders” shall mean the Sponsor, the holders of Representative Shares, and any Insider that holds Founder Shares; (v)
 “Private Placement Shares” shall mean the 1,011,609 shares of Common Stock comprising the Private Placement
Units (or up to 1,133,484 shares of Common Stock if the over-allotment option is exercised in full); (vi) “Private Placement
Units” shall mean the 1,011,609 units to be purchased by the Sponsor, or up to 1,133,484 units if the over-allotment option
is exercised in full, each comprised of one share of Common Stock, one-half of one warrant to purchase one share of Common Stock, that
the Sponsor has agreed to purchase for an aggregate purchase price of $10,116,090 (or up to $11,334,840 if the over-allotment option is
exercised in full), or purchase price of $10.00 per Private Placement Unit, in a private placement that shall occur simultaneously with
the consummation of the Public Offering; (vii) “Private Placement Warrants” shall mean the Warrants to purchase
up to 505,805 shares of Common Stock (or up to 566,742 shares of Common Stock if the over-allotment option is exercised in full) comprising
the Private Placement Units; (viii) “Public Stockholders” shall mean the holders of securities issued in the
Public Offering; (ix) "Representative Shares" shall mean the 125,000 shares of Common Stock (or up to 143,750
if the over-allotment option is exercised in full) issuable to the Representative; (x) “Trust Account” shall
mean the trust fund into which a portion of the net proceeds of the Public Offering shall be deposited; and (xi) “Transfer”
shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise
dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation
with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations
of the Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement that transfers to
another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled
by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified
in clause (a) or (b).


 






     

     


    




 


12. The Company will maintain
an insurance policy or policies providing directors’ and officers’ liability insurance, and each Director shall be covered
by such policy or policies, in accordance with its or their terms, to the maximum extent of the coverage available for any of the Company’s
directors or officers.


 


13. This Letter Agreement
constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof and supersedes all prior
understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any way to
the subject matter hereof or the transactions contemplated hereby. This Letter Agreement may not be changed, amended, modified or waived
(other than to correct a typographical error) as to any particular provision, except by a written instrument executed by all parties hereto.


 


14. No party hereto may assign
either this Letter Agreement or any of its rights, interests, or obligations hereunder without the prior written consent of the other
parties. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer or assign
any interest or title to the purported assignee. This Letter Agreement shall be binding on the Sponsor and each Insider and their respective
successors, heirs and assigns and permitted transferees.


 


15. Nothing in this Letter
Agreement shall be construed to confer upon, or give to, any person or corporation other than the parties hereto any right, remedy or
claim under or by reason of this Letter Agreement or of any covenant, condition, stipulation, promise or agreement hereof. All covenants,
conditions, stipulations, promises and agreements contained in this Letter Agreement shall be for the sole and exclusive benefit of the
parties hereto and their successors, heirs, personal representatives and assigns and permitted transferees.


 


16. This Letter Agreement
may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all purposes be deemed to
be an original, and all such counterparts shall together constitute but one and the same instrument.


 


17. This Letter Agreement
shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability
of this Letter Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision,
the parties hereto intend that there shall be added as a part of this Letter Agreement a provision as similar in terms to such invalid
or unenforceable provision as may be possible and be valid and enforceable.


 


18. This Letter Agreement
shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts
of law principles that would result in the application of the substantive laws of another jurisdiction. The parties hereto (i) all agree
that any action, proceeding, claim or dispute arising out of, or relating in any way to, this Letter Agreement shall be brought and enforced
in the courts of New York City, in the State of New York, and irrevocably submit to such jurisdiction and venue, which jurisdiction and
venue shall be exclusive and (ii) waive any objection to such exclusive jurisdiction and venue or that such courts represent an inconvenient
forum.


 


19. Any notice, consent or
request to be given in connection with any of the terms or provisions of this Letter Agreement shall be in writing and shall be sent by
express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery or facsimile transmission.


 


20. This Letter Agreement
shall terminate on the earlier of (i) the expiration of the Lock-up Periods or (ii) the liquidation of the Company; provided, however,
that this Letter Agreement shall earlier terminate in the event that the Public Offering is not consummated and closed by December 31,
2021; provided further that paragraph 4 of this Letter Agreement shall survive such liquidation.


 


21. The Company, the Sponsor
and each Insider hereby acknowledges and agrees that the Representative on behalf of the Underwriters is a third party beneficiary of
this Letter Agreement.


 


[Signature Page Follows]


 


 



     

     


    




 


	 	Sincerely,
	 	 
	 	ARC GLOBAL INVESTMENTS II LLC
	 	 	 
	 	By:	 /s/ Patrick Orlando
	 	 	Name: Patrick Orlando
	 	 	Title: Managing Member


  


	 	 	 /s/ Patrick Orlando
	 	 	Patrick Orlando


  


	 	 	 /s/ Luis Orleans-Braganza
	 	 	Luis Orleans-Braganza
	 	 	 
	 	 	 /s/ Lee Jacobson
	 	 	Lee Jacobson  
	 	 	 
	 	 	 /s/ Eric Swider
	 	 	Eric Swider


  


	 	 	 /s/ Justin L. Shaner
	 	 	Justin L. Shaner
	 	 	 
	 	 	 /s/ Rodrigo Veloso
	 	 	Rodrigo Veloso
	 	 	 
	 	 	 /s/ Bruce J. Garelick
	 	 	Bruce J. Garelick


 


 


	Acknowledged and Agreed:	 
	 	 
	DIGITAL WORLD ACQUISITION CORP.	 
	 	 	 
	By:	 /s/ Patrick Orlando	 
	 	Name: Patrick Orlando	 
	 	Title: Chief Executive Officer	 


 


 


[Signature Page to Letter Agreement]