0001193125-21-340324 Sample Contracts

INDEMNITY AGREEMENT
Indemnity 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”).

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UNDERWRITING AGREEMENT between INTEGRATED WELLNESS ACQUISITION CORP and BTIG, LLC Dated [ ], 2021
Underwriting Agreement • November 24th, 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:

INVESTMENT MANAGEMENT TRUST AGREEMENT
Trust Agreement • November 24th, 2021 • Integrated Wellness Acquisition Corp • Blank checks

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [•], 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 AGREEMENT
Sponsor Warrants Purchase Agreement • November 24th, 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 [•], 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 AGREEMENT
Registration Rights Agreement • November 24th, 2021 • Integrated Wellness Acquisition Corp • Blank checks • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [•], 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”).

Integrated Wellness Acquisition Corp
Integrated Wellness Acquisition Corp • November 24th, 2021 • Blank checks

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 • November 24th, 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

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