0001193125-21-355407 Sample Contracts

INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • December 13th, 2021 • Integrated Wellness Acquisition Corp • Blank checks • New York

This Investment Management Trust Agreement (this “Agreement”) is made effective as of December 8, 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”).

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WARRANT AGREEMENT INTEGRATED WELLNESS ACQUISITION CORP and CONTINENTAL STOCK TRANSFER & TRUST COMPANY December 8, 2021
Warrant Agreement • December 13th, 2021 • Integrated Wellness Acquisition Corp • Blank checks • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated December 8, 2021, is by and between Integrated Wellness Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).

UNDERWRITING AGREEMENT between INTEGRATED WELLNESS ACQUISITION CORP and BTIG, LLC Dated December 8, 2021
Underwriting Agreement • December 13th, 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:

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 13th, 2021 • Integrated Wellness Acquisition Corp • Blank checks • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 8, 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”).

SPONSOR WARRANTS PURCHASE AGREEMENT
Sponsor Warrants Purchase Agreement • December 13th, 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 December 8, 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”).

Integrated Wellness Acquisition Corp Florida, NY 10921 Re: Initial Public Offering Ladies and Gentlemen:
Underwriting Agreement • December 13th, 2021 • Integrated Wellness Acquisition Corp • 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

Integrated Wellness Acquisition Corp
Administrative Services Agreement • December 13th, 2021 • Integrated Wellness Acquisition Corp • Blank checks • New York

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”):

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