0001079973-20-001056 Sample Contracts

Indemnification Agreement
Indemnification Agreement • December 8th, 2020 • Feel the World, Inc. • Rubber & plastics footwear • Delaware

THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of December __, 2020 between Feel the World, Inc., a Delaware corporation (the “Company”), and [Name] (“Indemnitee”).

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RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT
Right of First Refusal and Co-Sale Agreement • December 8th, 2020 • Feel the World, Inc. • Rubber & plastics footwear • Delaware

THIS RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT (this “Agreement”), is made as of December 2, 2020 by and among Feel The World, Inc., a Delaware corporation (the “Company”), the Investors (as defined below) listed on Schedule A and the Key Holder (as defined below) listed on Schedule B.

INVESTORS’ RIGHTS AGREEMENT
Investors’ Rights Agreement • December 8th, 2020 • Feel the World, Inc. • Rubber & plastics footwear • Delaware

THIS INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of December 2, 2020, by and among Feel the World, Inc., a Delaware corporation (the “Company”), each of the investors listed on Schedule A hereto (each of which is referred to in this Agreement as an “Investor,” and collectively, the “Investors”) and Lena Phoenix (the “Key Holder”).

Feel the World, Inc. LETTERHEAD]
Management Rights Letter • December 8th, 2020 • Feel the World, Inc. • Rubber & plastics footwear

This letter will confirm our agreement that, effective as of the date of your purchase of certain shares of the Series A Preferred Stock of Feel the World, Inc. (including its subsidiaries, the “Company”), TZP Group Investments, L.P. and TZP Group Holdings, L.P. (each of which is referred to herein as an “Investor,” and together, the “Investors”) shall be entitled to the following contractual management rights, in addition to certain rights to receive non-public financial information, certain inspection rights, and certain other rights specifically provided to all of the investors who have signed that certain Investor Rights’ Agreement, of even date herewith (the “IRA”).

STOCK PURCHASE AND EXCHANGE AGREEMENT
Stock Purchase and Exchange Agreement • December 8th, 2020 • Feel the World, Inc. • Rubber & plastics footwear • Delaware

STOCK PURCHASE AND EXCHANGE AGREEMENT, dated as of December 2, 2020 (this “Agreement”), is made by and among the investors listed on Exhibit A attached to this Agreement (each a “Purchaser” and together the “Purchasers”), Lena Phoenix (the “Selling Stockholder”) and Feel the World, Inc., a Delaware corporation (the “Company”).

MANAGEMENT SERVICES AGREEMENT
Management Services Agreement • December 8th, 2020 • Feel the World, Inc. • Rubber & plastics footwear • Delaware

THIS MANAGEMENT SERVICES AGREEMENT (this “Agreement”), dated as of December 2, 2020 (the “Effective Date”), by and between TZP GROUP INVESTMENTS MANAGER, L.P., a Delaware limited partnership (the “Manager”) and FEEL THE WORLD, INC., a Delaware corporation (the “Company”). The Manager and the Company may be referred to herein collectively as the “Parties” and individually as a “Party.” Capitalized terms used herein without definition shall have the meanings assigned to such terms in Section 9 hereof.

VOTING AGREEMENT
Voting Agreement • December 8th, 2020 • Feel the World, Inc. • Rubber & plastics footwear • Delaware

THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of December 2, 2020, by and among Feel The World, Inc., a Delaware corporation (the “Company”), each holder of Series A Preferred Stock, $0.0001 par value per share (the “Series A Preferred Stock” or “Preferred Stock”), listed on Schedule A (together with any subsequent investors, or transferees, who become parties hereto as “Investors” pursuant to Sections 8.1(a) or 8.2 below, the “Investors”), and those certain stockholders of the Company and holders of options to acquire shares of the capital stock of the Company listed on Schedule B (together with any subsequent stockholders or option holders, or any transferees, who become parties hereto as “Key Holders” pursuant to Sections 8.1(b) or 8.2 below, the “Key Holders,” and together collectively with the Investors, the “Stockholders”).

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