WARRANT AGREEMENT AMENDMENT

Exhibit 10.1

WARRANT AGREEMENT AMENDMENT

THIS WARRANT AGREEMENT AMENDMENT (the “Agreement”) made as of March 15, 2024.

WHEREAS by a Warrant Agreement made on September 2, 2021, between the Company and Warrant Agent (the “Warrant Agreement”), as warrant agent, provision was made for the issue of warrants, subject to the terms and conditions contained in the Warrant Agreement;

AND WHEREAS Warrant Agent agreed to transfer to Odyssey the appointment as warrant agent under the Warrant Agreement, subject to the agreement of the Company;

AND WHEREAS to give effect to the foregoing, Warrant Agent, in accordance with the terms of the Warrant Agreement, agrees to be removed as warrant agent thereunder and to be discharged from the rights, powers, duties and obligations thereof, and to transfer to Odyssey all of Warrant Agent’s rights, powers, duties and obligations under the Warrant Agreement;

AND WHEREAS the Company appoints Odyssey as the successor warrant agent, and Odyssey is prepared to accept such appointment;

AND WHEREAS the parties wish to execute this Agreement for the purpose of providing for the removal of Warrant Agent as warrant agent and for its replacement by Odyssey, such removal and replacement to take effect as of the end of business day on the date of the closing of the business combination (the “Transfer Date”), between the Company and ▇▇▇▇▇ Media & Technology Group Corp., a Delaware corporation (“TMTG”) pursuant to that certain Agreement and Plan of Merger Agreement, dated as of October 20, 2021 (as amended and supplemented from time to time, the “Merger Agreement”), by and among the Company, TMTG and the other parties thereto;

AND WHEREAS, pursuant to Section 9.8 of the Warrant Agreement, the parties may amend the Warrant Agreement without the approval of any warrant holders;

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the parties covenant and agree as follows:

“Appointment of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be discharged from all further duties and liabilities hereunder after giving sixty (60) days’ notice in writing to the Company. If the office of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing a successor Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after it has been notified in writing of such resignation or incapacity by the Warrant Agent or by the holder of the Warrant (who shall, with such notice, submit his, her or its Warrant for inspection by the Company), then the holder of any Warrant may apply to a court of competent jurisdiction in Florida for the appointment of a successor Warrant Agent at the Company’s cost. After appointment, any successor Warrant Agent shall be vested with all the authority, powers, rights, immunities, duties, and obligations of its predecessor Warrant Agent with like effect as if originally named as Warrant Agent hereunder, without any further act or deed; but if for any reason it becomes necessary or appropriate, the predecessor Warrant Agent shall execute and deliver, at the expense of the Company, an instrument transferring to such successor Warrant Agent all the authority, powers, and rights of such predecessor Warrant Agent hereunder; and upon request of any successor Warrant Agent the Company shall make, execute, acknowledge, and deliver any and all instruments in writing for more fully and effectually vesting in and confirming to such successor Warrant Agent all such authority, powers, rights, immunities, duties, and obligations.”

“Notices. Any notice, statement or demand authorized by this Agreement to be given or made by the Warrant Agent or by the holder of any Warrant to or on the Company shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five (5) days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Company with the Warrant Agent), as follows:

Digital World Acquisition Corp.

▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇ ▇▇▇

Coral Gables, FL 33146

Attention: ▇▇▇▇ ▇▇▇▇▇▇ and/or ▇▇▇▇ ▇▇▇▇

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Any notice, statement or demand authorized by this Agreement to be given or made by the holder of any Warrant or by the Company to or on the Warrant Agent shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five (5) days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Warrant Agent with the Company), as follows:

Odyssey Transfer and Trust Company

Attention: Client Services

▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇

Woodbury, MN 55125

“Applicable Law and Exclusive Forum. The validity, interpretation and performance of this Agreement and of the Warrants shall be governed in all respects by the laws of the State of Florida, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The Company hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of Florida, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing, the provisions of this paragraph will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum.

Any person or entity purchasing or otherwise acquiring any interest in the Warrants shall be deemed to have notice of and to have consented to the forum provisions in this Section 9.3. If any action, the subject matter of which is within the scope the forum provisions above, is filed in a court other than a court located within the State of Florida (a “foreign action”) in the name of any warrant holder, such warrant holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located within the State of Florida in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s counsel in the foreign action as agent for such warrant holder.”

“Examination of the Warrant Agreement. A copy of this Agreement shall be available at all reasonable times at the office of the Company for inspection by the registered holder of any Warrant. The Company may require any such holder to submit his, her or its Warrant for inspection by it.”

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[Signature page follows.]

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In witness whereof this Agreement has been duly executed by the parties hereto as of the date first above written.

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