AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENT BY AND AMONG INTEGRATED WELLNESS ACQUISITION CORP, IWAC HOLDING COMPANY INC., IWAC PURCHASER MERGER SUB II INC., IWAC cOMPANY Merger Sub Inc., AND Btab Ecommerce Group, Inc. DATED AS OF AUGUST 26, 2024Business Combination Agreement • August 27th, 2024 • Integrated Wellness Acquisition Corp • Retail-nonstore retailers • Delaware
This AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENT (this “Agreement”), dated as of August 26, 2024, is made by and among (i) Integrated Wellness Acquisition Corp, a Cayman Islands exempted company incorporated with limited liability (“Purchaser”), (ii) IWAC Holding Company Inc., a Delaware corporation and a wholly owned subsidiary of Purchaser (“Pubco”), (iii) IWAC Purchaser Merger Sub II Inc., a Delaware corporation and a wholly owned subsidiary of Pubco (“Purchaser Merger Sub”), (iv) IWAC Company Merger Sub Inc., a Georgia corporation and a wholly-owned subsidiary of Pubco (“Company Merger Sub” and together with Purchaser Merger Sub, the “Merger Subs”), (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, Purchaser Merger Sub, Company Merger Sub, Pubco and the Company shall be referred to herein from time to time individually as a “Party” and collectively as
