FORM OF SHAREHOLDER SUPPORT AGREEMENTShareholder Support Agreement • July 12th, 2024 • Integrated Wellness Acquisition Corp • Retail-nonstore retailers
THIS SHAREHOLDER SUPPORT AGREEMENT, dated as of May 30, 2024 (this “Agreement”), by and among Integrated Wellness Acquisition Corp, a Cayman Islands exempted company incorporated with limited liability as of the date hereof (and, following the Domestication, a Delaware corporation) (the “Purchaser”), Btab Ecommerce Group, Inc., a Georgia corporation (the “Company”), and the shareholder of the Company whose name appears on the signature page of this Agreement (the “Shareholder”, and, together with the Purchaser and the Company , the “Parties”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement (as hereinafter defined).
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • July 12th, 2024 • Integrated Wellness Acquisition Corp • Retail-nonstore retailers • Delaware
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of [●], 2024 by and among (i) Integrated Wellness Acquisition Corp, a Cayman Islands exempted company incorporated with limited liability as of the date hereof (and, following the Domestication, a Delaware corporation), which will be known after the consummation of the transactions contemplated by the Business Combination Agreement (as defined below) as Btab Ecommerce Holdings, Inc. (including any successor entity thereto, the “Purchaser”), and (ii) the undersigned (“Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement (defined below).
BUSINESS COMBINATION AGREEMENT BY AND AMONG INTEGRATED WELLNESS ACQUISITION CORP, IWAC Georgia Merger Sub, Inc., AND Btab Ecommerce Group, Inc. DATED AS OF MAY 30, 2024Business Combination Agreement • July 12th, 2024 • Integrated Wellness Acquisition Corp • Retail-nonstore retailers • Delaware
This BUSINESS COMBINATION AGREEMENT (this “Agreement”), dated as of May 30, 2024, is made by and among (i) Integrated Wellness Acquisition Corp, a Cayman Islands exempted company incorporated with limited liability (“Purchaser”), (ii) IWAC Georgia Merger, Sub Inc., a Georgia corporation and a wholly-owned subsidiary of Purchaser (“Merger Sub”), (iii) Btab Ecommerce Group, Inc., a Georgia corporation (the “Company”), and (iv) acknowledging and agreeing solely with respect to Section 2.1(a)(ii), Binson Lau. Purchaser, Merger Sub and the Company shall be referred to herein from time to time individually as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 1.1.
SPONSOR LETTER AGREEMENTSponsor Letter Agreement • July 12th, 2024 • Integrated Wellness Acquisition Corp • Retail-nonstore retailers
This SPONSOR LETTER AGREEMENT (this “Agreement”), dated as of May 30, 2024, is made by and among Suntone Investment Pty Ltd, an Australian proprietary limited company (the “Sponsor”), those certain holders of Purchaser Class B Shares set forth on the signature pages hereto under “Other Class B Holders” (the “Other Class B Holders” and, together with the Sponsor, the “Class B Holders”), Integrated Wellness Acquisition Corp, a Cayman Islands exempted company incorporated with limited liability as of the date hereof (and, following the Domestication, a Delaware corporation) (the “Purchaser”), and Btab Ecommerce Group, Inc., a Georgia corporation (the “Company”). The Sponsor, the Other Class B Holders, Purchaser and the Company shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement (as hereinafter defined).
