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.
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.
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
