INDEMNITY AGREEMENTIndemnity Agreement • November 24th, 2021 • Integrated Wellness Acquisition Corp • Blank checks
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [•], 2021, by and between Integrated Wellness Acquisition Corp, a Cayman Islands exempted company (the “Company”), and [•] (“Indemnitee”).
UNDERWRITING AGREEMENT between INTEGRATED WELLNESS ACQUISITION CORP and BTIG, LLC Dated December 8, 2021Underwriting Agreement • December 13th, 2021 • Integrated Wellness Acquisition Corp • Blank checks • New York
The undersigned, Integrated Wellness Acquisition Corp, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with BTIG, LLC (“BTIG” or the “Representative”) and with the other underwriters named on Schedule A hereto, for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter,” provided that, if only BTIG is listed on such Schedule A, any references to the underwriters shall refer exclusively to BTIG) as follows:
Integrated Wellness Acquisition Corp c/o Ogier Global (Cayman) Limited Camana Bay Grand Cayman KY1-9009 Cayman IslandsIntegrated Wellness Acquisition Corp • September 3rd, 2021 • Blank checks • New York
Integrated Wellness Acquisition Corp, a Cayman Islands exempted company (the “Company”), is pleased to accept the offer of IWH Sponsor LP, a Delaware limited partnership (the “Subscriber” or “you”) has made to subscribe for 2,875,000 Class B ordinary shares of the Company (the “Shares”), $0.0001 par value per share (the “Class B Shares”), up to 375,000 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”) of units (“Units”) do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this Agreement, references to “Ordinary Shares” are to, collectively, the Class B Shares and the Company’s Class A ordinary shares, $0.0001 par value per share (the “Class A Shares”). Pursuant to the Company’s amended and restated memorandum and articles of association to be adopted immediately prior to the IPO, unless otherwise provided in the definitive agreement for the Company’s initial
WARRANT AGREEMENT INTEGRATED WELLNESS ACQUISITION CORP and CONTINENTAL STOCK TRANSFER & TRUST COMPANY December 8, 2021Warrant Agreement • December 13th, 2021 • Integrated Wellness Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated December 8, 2021, is by and between Integrated Wellness Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTTrust Agreement • December 13th, 2021 • Integrated Wellness Acquisition Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of December 8, 2021, by and between Integrated Wellness Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • December 13th, 2021 • Integrated Wellness Acquisition Corp • Blank checks • New York
THIS SPONSOR WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of December 8, 2021, is entered into by and between Integrated Wellness Acquisition Corp, a Cayman Islands exempted company (the “Company”), and IWH Sponsor LP, a Delaware limited partnership (the “Purchaser”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 13th, 2021 • Integrated Wellness Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 8, 2021, is made and entered into by and among Integrated Wellness Acquisition Corp, a Cayman Islands exempted company (the “Company”), IWH Sponsor LP, a Delaware limited partnership (the “Sponsor”), and the other parties listed on the signature pages hereto and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement (each such party, together with the Sponsor, a “Holder” and collectively, the “Holders”).
NON-COMPETITION AND NON-SOLICITATION AGREEMENTNon-Competition and Non-Solicitation Agreement • February 16th, 2023 • Integrated Wellness Acquisition Corp • Blank checks • Delaware
THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is being executed and delivered as of February 10, 2023, by the undersigned member of the Company (as defined below) (the “Subject Party”) in favor of and for the benefit of IWAC Holdings Inc., a Delaware corporation which will be known after the consummation of the transactions contemplated by the Merger Agreement (as defined below) (the “Closing”) as “Refreshing USA, Inc.” (together with its successors, “Pubco”), Refreshing USA, LLC, a Washington limited liability company (together with its successors, including the Company Surviving Subsidiary (as defined in the Merger Agreement) (the “Company”), and each of Pubco’s and/or the Company’s respective present and future Affiliates, successors and direct and indirect Subsidiaries (including the Purchaser (as defined below)) (collectively with Pubco and the Company, the “Covered Parties”). Any capitalized term used but not defined in this Agreement will have the meanin
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • February 16th, 2023 • Integrated Wellness Acquisition Corp • Blank checks • Delaware
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of February 10, 2023 by and among (i) IWAC Holdings Inc., a Delaware corporation which will be known after the consummation of the transactions contemplated by the Merger Agreement (as defined below) (the “Closing”) as “Refreshing USA, Inc.” (together with its successors, “Pubco”), (ii) IWH Sponsor LP, a Delaware limited partnership, in the capacity under the Merger Agreement as the Purchaser Representative (including any successor Purchaser Representative appointed in accordance the Merger Agreement, the “Purchaser Representative”), and (iii) the undersigned (“Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement.
Integrated Wellness Acquisition CorpIntegrated Wellness Acquisition Corp • December 13th, 2021 • Blank checks • New York
This letter agreement by and between Integrated Wellness Acquisition Corp, a Cayman Islands exempted company (the “Company”) and IWH Sponsor LP (“Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the New York Stock Exchange (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
Integrated Wellness Acquisition Corp Florida, NY 10921 Re: Initial Public Offering Ladies and Gentlemen:Integrated Wellness Acquisition Corp • December 13th, 2021 • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by and between Integrated Wellness Acquisition Corp, a Cayman Islands exempted company (the “Company”), and BTIG, LLC, as the sole underwriter (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”), of up to 11,500,000 of the Company’s units (including up to 1,500,000 units that may be purchased to cover the Underwriter’s option to purchase additional units, if any) (the “Units”), each comprised of one Class A ordinary share of the Company, par value $0.0001 per share (“Class A Ordinary Shares”), and one-half of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a r
FORM OF VOTING AGREEMENTForm of Voting Agreement • February 16th, 2023 • Integrated Wellness Acquisition Corp • Blank checks • Delaware
This Voting Agreement (this “Agreement”) is made as of February 10, 2023 by and among (i) Integrated Wellness Acquisition Corp, an exempted company incorporated in the Cayman Islands with limited liability (together with its successors, the “Purchaser”), (ii) Refreshing USA, LLC, a Washington limited liability company (the “Company”), and (iii) the undersigned member (“Holder”) of the Company. Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement.
PURCHASE AGREEMENTPurchase Agreement • November 21st, 2023 • Integrated Wellness Acquisition Corp • Retail-nonstore retailers • Delaware
This PURCHASE AGREEMENT (this “Agreement”) is made and entered into effectively as of November 8th, 2023, (the “Effective Date”), by and among, LLC, a Delaware limited liability company (the “Acquirer”), Integrated Wellness Acquisition Corp., a Cayman Island exempted company (“SPAC”), and IWH Sponsor L.P., a Delaware limited partnership (“Sponsor”) (each a “Party” and, collectively, the “Parties”) in connection with the sale of equity interests of SPAC held by the Sponsor and its limited partners (“Existing Limited Partners”) in connection with the extension of the date by which SPAC must consummate a business combination transaction (the “Transaction”).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • February 16th, 2023 • Integrated Wellness Acquisition Corp • Blank checks • New York
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of February 10, 2023 by and among (i) Integrated Wellness Acquisition Corp, an exempted company incorporated in the Cayman Islands with limited liability (“Purchaser”), (ii) IWAC Holdings Inc., a Delaware corporation and a wholly-owned subsidiary of Purchaser (“Pubco”), (iii) IWAC Purchaser Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Pubco (“Purchaser Merger Sub”), (iv) Refreshing USA Merger Sub LLC, a Washington limited liability company and a wholly-owned subsidiary of Pubco (“Company Merger Sub” and together with Purchaser Merger Sub, the “Merger Subs”, and the Merger Subs collectively with Purchaser and Pubco, the “Purchaser Parties”), (v) IWH Sponsor LP, a Delaware limited partnership, in the capacity as the representative from and after the Effective Time (as defined below) for the equity holders of Pubco (other than the Sellers (as defined below) and their successors and
