Litigation Escrow Agreement

Pursuant to Article IV, Section 4.3(b) of the Amended and Restated Certificate of Incorporation of DWAC as filed in the office of the Secretary of State of the State of Delaware on September 21, 2021 (the “Charter”), the shares of Class B Common Stock of DWAC, par value $0.0001 per share (“Class B Shares”), are convertible into shares of Class A Common Stock of DWAC, par value $0.0001 per share (“Class A Shares”), automatically upon the closing of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving DWAC and one or more businesses.

The ratio (the “Conversion Ratio”) at which the Class B Shares will convert into Class A Shares was initially fixed at one-to-one, but is subject to adjustment as set forth in Section 4.3(b)(ii) of the Charter.

DWAC has agreed to enter into a business combination pursuant to which, among other things, ▇▇▇▇▇ Media & Technology Group Corp., a Delaware corporation, will merge with a subsidiary of DWAC and survive such merger as a wholly-owned subsidiary of DWAC (the “Business Combination”).

There is a dispute between DWAC and ARC regarding the correct Conversion Ratio.

On February 28, 2024, ▇▇▇ filed a complaint and a motion to expedite in the Delaware Court of Chancery (the “Court of Chancery”), captioned ARC Global Investments II, LLC v. Digital World Acquisition Corp. et al., C.A. No. 2024-0186-LWW, seeking, among other things, declaratory relief regarding the correct Conversion Ratio and injunctive relief.

DWAC is issuing and registering on the books of the Company the Disputed Shares (as defined below) in the name of ARC to be held in escrow on ARC’s behalf by the Escrow Agent in accordance with this Agreement. For purposes of this Agreement, “Disputed Shares” means a number of Class A Shares equal to the difference between (i) the number of Class A Shares issued upon conversion of Class B Shares at a Conversion Ratio applied by DWAC on the closing of the Business Combination subtracted from (ii) the number of Class A Shares issuable upon conversion of Class B Shares at a Conversion Ratio of 2-for-1.

The Escrow Agent will release a number of Disputed Shares, if any, sufficient to satisfy ARC’s full conversion rights with respect to its Class B Shares under Section 4.3(b) of the Charter as directed by the Court of Chancery or both ARC and DWAC in writing (such shares, if any, the “Released Shares”).

DWAC and ARC have requested that the Escrow Agent act as escrow agent in connection with the escrow of the Disputed Shares and Stock Power and in accordance with the terms of this Agreement.

Interpretation

The headings have been inserted for convenience of reference only and in no way define, limit, or enlarge the scope or meaning of the provisions of this Agreement.

All references to any Party, whether a Party to this Agreement or not, will be read with such changes in number and gender as the context or reference requires.

When the context hereof makes it possible, the word “person” includes in its meaning any firm and any body corporate or politic.

As used in this Agreement, the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.”

Appointment of Escrow Agent

Escrow

On the closing of the Business Combination, DWAC shall issue a certificate evidencing the Disputed Shares in the name of ARC bearing the applicable

Any Class A Shares, securities or other property received by the Escrow Agent in respect of the Disputed Shares whether directly or indirectly by operation of law or otherwise, as a result of (i) any subdivision, or combination of shares of Class A Shares; (ii) any dividend or distribution payable in Class A Shares or any dividend or distribution of other securities, property or cash; (iii) any recapitalization, reclassification, exchange, redemption or change of Class A Shares; (iv) any consolidation, merger, conversion, transfer, domestication, continuance, division, reorganization or combination, business combination or similar event involving DWAC; (v) any liquidation, dissolution or winding up of DWAC; or (vi) otherwise, shall be held by the Escrow Agent as, and shall be included within the definition of Disputed Shares, Released Shares and Surrendered Shares, as applicable.

Voting of Disputed Shares; Proxy.

Escrow Release

Within two Business Days of the Escrow Agent’s receipt of (i) joint written instructions provided by DWAC and ARC directing the release of the Disputed Shares or (ii) an order from the Court of Chancery directing the release of the Disputed Shares, the Escrow Agent shall (a) release to ARC from escrow the Released Shares, if any, in the manner contemplated by Section 5(b) of this Agreement and as directed in the

The Parties hereby agree, consent and acknowledge that (i) concurrently with the execution and delivery of this Agreement, ARC shall deliver a stock power and endorsement in the form set forth as Exhibit A hereto with respect to the Disputed Shares, if any, ultimately determined to be Surrendered Shares in accordance with this Agreement (the “Stock Power”), which Stock Power shall be delivered in escrow and held by the Escrow Agent as provided under Section 3(b) of this Agreement (ii) in connection with any release to DWAC of the Surrendered Shares pursuant to Section 5(a) of this Agreement, the Escrow Agent shall cause the assignment, transfer and surrender to, and registration in the name of, DWAC the Surrendered Shares without the consent or any other action of ARC, (iii) ARC hereby irrevocably appoints the Escrow Agent as its lawful attorney-in-fact, with full power of substitution, to do all acts and things that the Escrow Agent may deem reasonably necessary or desirable to effectuate the release to DWAC of the Surrendered Shares pursuant to and in accordance with Section 5(b) of this Agreement, and (iv) in connection with the release to ARC of any Released Shares pursuant to Section 5(a) of this Agreement, DWAC shall, or shall cause the Escrow Agent to, promptly (and in any event within two Business Days), cancel the certificate evidencing the Disputed Shares and register in uncertificated, book-entry form, any Released Shares in the name of ARC. For the avoidance of doubt, the Disputed Shares shall be considered ”Registrable Securities” for purposes of the Registration Rights Agreement dated September 2, 2021 (the “RRA”). This Agreement is not intended to abrogate any of ARC’s rights under the RRA such as the rights with respect to demanding or participating in any registration whether by piggybacking or otherwise.

Rights of Escrow Agent

The Escrow Agent shall be entitled to act and rely upon (and shall not be liable for so acting and relying upon) any resolution, affidavit, direction, notice, request, waiver, consent, receipt, declaration, certificate, receipt, opinion, report, statement or other paper or document delivered by or on behalf of DWAC or ARC pursuant to this Agreement;

The Escrow Agent shall not be required to make any determination or decision with respect to the validity of any claim made by DWAC or ARC or of any denial thereof but shall be entitled to rely conclusively on the terms hereof and the documents tendered to it in accordance with the terms hereof;

The Escrow Agent shall have no duties except those which are expressly set forth herein. It is understood and agreed that the Escrow Agent is not acting as a trustee or in any fiduciary capacity, that the duties of the Escrow Agent hereunder are purely administrative in nature and it shall not be liable for any error of judgment, or for any act done or step taken or omitted by it in good faith, or for any mistake of

Except for failure to comply with the terms of this Agreement and subject to the final sentence of Section 8(a), the Escrow Agent, its partners, associates, employees and agents shall incur no liabilities hereunder or in connection herewith for anything whatsoever and each of DWAC and ARC hereby releases the Escrow Agent from any actions, causes of action, claims, demands, damages, losses, costs, liabilities, penalties and expenses whatsoever, whether arising directly or indirectly, by way of statute, contract, tort or otherwise;

Upon the release of the Disputed Shares in accordance with the provisions of this Agreement, the Escrow Agent shall be automatically and immediately released from all obligations under this Agreement to DWAC and ARC and to any other person with respect to the Disputed Shares;

The Escrow Agent shall not be bound by any notice of a claim or demand with respect thereto, or any waiver, modification, amendment, termination or rescission of this Agreement, unless received by it in writing and signed by DWAC AND ARC and, if its duties herein are affected, unless it shall have given its prior written consent thereto;

The Escrow Agent shall have the right, if in its sole discretion it deems it necessary or desirable, to retain such independent counsel or other advisors as it reasonably may require for the purpose of discharging and/or determining its duties, obligations or rights hereunder, and may act and rely on the advice or opinion so obtained;

The Escrow Agent shall have the right, if in its sole discretion it deems it necessary or desirable, to seek advice and directions from the Court of Chancery with respect to its duties and obligations hereunder; and

The duties and obligations of the Escrow Agent shall at all times be subject to the orders or directions of a court of competent jurisdiction.

Resignation of Escrow Agent

Indemnification

Indemnity. In consideration of the promises and of the Escrow Agent agreeing to act hereunder, ▇▇▇▇ agrees to save, defend and keep harmless and fully indemnify the Escrow Agent, its partners, associates, employees and agents, and their respective heirs, executors, administrators, successors and assigns, from and

Not Obliged to Defend. Without restricting the foregoing indemnity, if proceedings are taken by arbitration or in any court respecting the Disputed Shares, the Escrow Agent shall not be obliged to defend or otherwise participate in any such proceedings unless DWAC has agreed to pay expenses (including attorneys’ fees) reasonably incurred by the Escrow Agent in advance of the final disposition of such proceedings. By entering into this Agreement, the Escrow Agent undertakes to repay all amounts so advanced it is ultimately be determined that the Escrow Agent is not entitled to be indemnified by DWAC pursuant to Section 8(a) of this Agreement.

Survival. The provisions of Sections 8(a) and 8(b) will survive for a period of three years following (i) the resignation or removal of the Escrow Agent or (ii) the termination of this Agreement.

Not to Expend Own Funds. None of the provisions contained in this Agreement shall require the Escrow Agent to expend or to risk its own funds or otherwise to incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers unless funded and indemnified as aforesaid.

Fees & Expenses

DWAC shall (i) pay all the reasonable and customary compensation of the Escrow Agent and (ii) reimburse the Escrow Agent for any and all reasonable and documented expenses, disbursements and advances made by the Escrow Agent (including reasonable and documented fees, expenses and disbursements incurred by its counsel) in the performance of its duties hereunder in an amount not to exceed $5,000 without the prior written consent of DWAC (not to be unreasonably withheld, conditioned or delayed). DWAC’s failure to satisfy any or all outstanding fees and expenses invoiced by the Escrow Agent shall not relieve the Escrow Agent of any obligation under this Agreement and shall not be a basis to withhold or delay (i) any final release of the Disputed Shares and/or (ii) any transfer of the Disputed Shares and any and all related instruments or documents to a successor escrow agent.

Survival. The provisions of Section 9(a) will survive the resignation or removal of the Escrow Agent or the termination of this Agreement, but only with respect to

General

Notices. Any notice, certificate, consent, determination or other communication required or permitted to be given or made under this Agreement shall be in writing and shall be effectively given and made if (i) delivered personally, (ii) sent by prepaid overnight courier service or overnight mail, or (iii) sent by fax, email, or other similar means of electronic communication, in each case to the applicable address set out below:

Time of Essence. Time shall be of the essence of this Agreement in all respects.

Further Assurances. Each Party shall promptly do, execute, deliver, or cause to be done, executed and delivered all further acts, documents and things in connection with this Agreement that another Party may reasonably require for the purposes of giving effect to this Agreement.

Successors and Assigns. This Agreement shall inure to the benefit of, and be binding on, the Parties and their respective successors and permitted assigns. No Party may assign or transfer, whether absolutely, by way of security, merger, consideration, operation of law or otherwise, all or any part of its respective rights or obligations under this Agreement without the prior consent of the other parties.

Amendment. No amendment of this Agreement will be effective unless made in writing and signed by all of the Parties.

Waiver. A waiver of any default, breach, or non-compliance under this Agreement is not effective unless in writing and signed by the Parties to be bound by the waiver. No waiver shall be inferred from or implied by any failure to act or delay in acting by a Party in respect of any default, breach or non-observance or by anything done or omitted to be done by another Party. The waiver by a Party of any default, breach, or non-compliance under this Agreement shall not operate as a waiver of that Party’s rights under this Agreement in respect of any continuing or subsequent default, breach or non-observance (whether of the same or any other nature).

Severability. Any provision of this Agreement, which is prohibited or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such prohibition or unenforceability and shall be severed from the balance of this Agreement, all without affecting the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.

Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof.

Exclusive Jurisdiction. Any legal action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in the Court of Chancery (or, if the Court of Chancery does not have jurisdiction, the state or federal courts located in the State of Delaware), and each Party irrevocably submits to the exclusive jurisdiction of such court. The Parties irrevocably and unconditionally waive any objection to the laying of venue of any action or any proceeding in the Court of Chancery (or, if the Court of Chancery does not have jurisdiction, the state or federal courts located in the State of Delaware) and irrevocably waive and agree not to plead or claim in such court that any such action or proceeding brought in such court has been brought in an inconvenient forum.

WAIVER OF JURY TRIAL. EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Counterparts. This Agreement may be executed by the Parties in separate counterparts (by original or facsimile signature) each of which when so executed and delivered shall be deemed to be an original, and all such counterparts shall together be construed as one and the same document.

Termination. This Agreement shall terminate upon the release by the Escrow Agent of the Disputed Shares in accordance with Section 5. For greater certainty, the provisions of Sections 8(a), 8(b) and 9(a) will survive the termination of this Agreement or the termination or resignation of the Escrow Agent.

Business Days. Shall mean any day other than a Saturday, Sunday or any other day that the Escrow Agent and banking institutions in New York, NY are not generally open for business.

Force Majeure. No Party shall be liable or responsible to the other Parties, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, when and to the extent such failure or delay is caused by or results from acts beyond the affected Party’s reasonable control, including, without limitation: (a) acts of God; (b) flood, earthquake, tsunami, fire or explosion, epidemics and pandemics; (c) war, invasion, riot or other civil unrest; (d) government order or law; (e) actions, embargoes or blockades in effect on or after the date of this Agreement; (f) action by any governmental authority; (g) national or regional emergency; and (h) strikes, labor stoppages or slowdowns or other industrial disturbances (each a “‘Force Majeure Event”). The Party suffering a Force Majeure Event shall give notice to the other Parties, stating the period of time the occurrence is expected to continue and shall use diligent efforts to end the failure or delay and ensure that the effects of such Force Majeure Event are minimized.

No Third-Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any Person other than the Parties and their permitted successors and assigns any legal or equitable right, benefit or remedy of any nature under or by reason of this Agreement.

Privacy

Right Not to Act

/s/ ▇▇▇▇ ▇▇▇▇▇▇

/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇

/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇

/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇