NON-COMPETITION AND NON-SOLICITATION AGREEMENTNon-Competition and Non-Solicitation Agreement • April 25th, 2023 • Iwac Holdings Inc. • Retail-nonstore retailers • 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 • April 25th, 2023 • Iwac Holdings Inc. • Retail-nonstore retailers • 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.
FORM OF VOTING AGREEMENTForm of Voting Agreement • April 25th, 2023 • Iwac Holdings Inc. • Retail-nonstore retailers • 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.
FORM OF FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 14th, 2023 • Iwac Holdings Inc.
THIS FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (this “Amendment”) is made and entered into as of [●], by and among (i) Integrated Wellness Acquisition Corp, an exempted company incorporated in the Cayman Islands with limited liability (together with its successors, the “Company”), (ii) IWAC Holdings Inc., a Delaware corporation and, prior to the consummation of the transactions contemplated by the Merger Agreement (as defined below) (the “Closing”), a wholly-owned subsidiary of the Company, and which will be known after the Closing as “Refreshing USA, Inc.” (“Pubco”),(iii) IWH Sponsor LP, a Delaware limited partnership (“Sponsor”), and (iv) the individuals and entities listed under Holders on the signature page hereto (collectively with Sponsor, the “Holders” and each individually, a “Holder”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Registration Rights Agreement (as defined below) (and if such term
