Section 4.6 Nature of Rights. Except as may be otherwise provided in this
Second Amended and Restated Certificate or required by any non-waivable provision of applicable law, all shares of Common Stock shall have the same rights, privileges, and powers, shall rank equally
(including, without limitation, as to dividends and distributions, and upon any liquidation, dissolution, distribution of assets or winding up of the Corporation), shall share ratably, and shall be identical in all respects and as to all matters.
Section 4.7 Rights, Warrants, and Options. The Corporation may create and issue rights, warrants, and options entitling the
holders thereof to acquire from the Corporation any shares of Common Stock of any class or classes, with such rights, warrants, and options to be evidenced by or in such instruments approved by the Board. The Board is empowered to set the exercise
price, duration, times for exercise, and other terms and conditions of such rights, warrants, or options; provided, however, that the consideration to be received for any shares of Common Stock issuable upon exercise thereof may not be less than the
par value thereof.
Section 4.8 Lock-Up.
(a) Transfer Restriction. Subject to Section 4.8(b), the Locked-up
Holders may not Transfer any Lock-up Shares until the end of the Lock-up Period. The Lock-up Shares shall carry appropriate
legends indicating the restrictions on Transfer imposed by this Section 4.8, including as required by Section 151(f) of the DGCL with respect to uncertificated stock.
(b) Permitted Transfers. Notwithstanding anything to the contrary in Section 4.8(a), the Locked-up Holders or their respective Permitted Transferees may Transfer the Lock-up Shares during the Lock-up Period (i) by gift,
will or intestate succession upon the death of Locked-up Holder, (ii) to any Permitted Transferee or (iii) pursuant to a court order or settlement agreement related to the distribution of assets in
connection with the dissolution of marriage or civil union; provided, however, that in any of cases (i), (ii) or (iii) it shall be a condition to such transfer that the transferee executes and delivers to the Corporation an
agreement stating that the transferee is receiving and holding the Lock-up Shares subject to the provisions of this Second Amended and Restated Certificate, and there shall be no further transfer of such Lock-up Shares.
(c) Definitions. For purposes of this Section 4.8
only:
(i) DWAC Merger Sub means DWAC Merger Sub Inc., a Delaware corporation.
(ii) DWAC Transaction means the merger of DWAC Merger Sub with and into TMTG, with TMTG surviving, pursuant to and
as contemplated by the Merger Agreement.
(iii) immediate family means with respect to any natural person, any
of the following: such persons spouse or domestic partner, the siblings of such person and his or her spouse or domestic partner, and the direct descendants and ascendants (including adopted and step children and parents) of such person and
his or her spouses or domestic partners and siblings).
(iv) Lock-up
Period means the period beginning on the closing date of the DWAC Transaction and ending on the earliest of (i) the date that is six months after the closing date of the DWAC Transaction, (ii) the date on which the closing
price for the Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalization and the like) for any 20 trading days within any 30-trading day
period commencing at least 150 days after the closing date of the DWAC Transaction, and (iii) the date after the closing of the DWAC Transaction on which the Corporation consummates a liquidation, merger, share exchange or other similar
transaction that results in all of the Corporations stockholders having the right to exchange their equity holdings in the Corporation for cash, securities or other property.
(v) Lock-up Shares means the shares of capital stock (including, for
avoidance of doubt, any shares underlying any options, warrants, convertible securities, or any other equity-linked instrument) of the Corporation received by the stockholders of TMTG, excluding. shares of capital stock of the Corporation issued in
exchange for TMTG shares that were issued by TMTG to holders of TMTG Convertible Notes (as defined in the Merger Agreement) prior to the closing of the transactions contemplated in the Merger Agreement. For the avoidance of doubt, nothing in this
charter shall modify any contractual obligations between the Corporation and the applicable stockholders.
(vi) Locked-up Holders means the holders of Lock-up Shares.
(vii) Merger Agreement means that certain Agreement and Plan of Merger dated as of October 20, 2021 by and
among the Corporation, DWAC Merger Sub, TMTG, ARC Global Investments II, LLC, a Delaware limited liability company, and TMTGs General Counsel, as amended from time to time.