FORM OF SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • May 10th, 2024 • WinVest Acquisition Corp. • Blank checks • Delaware
This SPONSOR SUPPORT AGREEMENT (this “Agreement”), dated as of _________, 2024, is entered into by and among WINVEST SPAC LLC, a Delaware limited liability company (the “Sponsor”), WINVEST ACQUISITION CORP., a Delaware corporation (“WinVest”), and XTRIBE P.L.C., a public limited company incorporated and registered in England and Wales with number 07878011 (“Xtribe PLC”).
BUSINESS COMBINATION AGREEMENT by and among WinVest Acquisition Corp., WinVest Merger Sub I, LLC, WinVest Merger Sub II, LLC, Xtribe P.L.C. and Xtribe Group, LLC Dated as of May 9, 2024Business Combination Agreement • May 10th, 2024 • WinVest Acquisition Corp. • Blank checks • Delaware
BUSINESS COMBINATION AGREEMENT (this “Agreement”), dated as of May 9, 2024 (the “Execution Date”), by and among WinVest Acquisition Corp., a Delaware corporation (“WinVest”), WinVest Merger Sub I, LLC, a Delaware limited liability company (“Merger Sub I”), WinVest Merger Sub II, LLC, a Delaware limited liability company (“Merger Sub II”), Xtribe P.L.C., a public limited company incorporated and registered in England and Wales with number 07878011 (“Xtribe PLC”), and Xtribe Group, LLC, a Delaware limited liability company and wholly-owned subsidiary of Xtribe PLC (the “Company” and, together with Xtribe PLC, the “Company Signatories”).
FORM OF XTRIBE VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • May 10th, 2024 • WinVest Acquisition Corp. • Blank checks
This Xtribe Voting and Support Agreement (this “Agreement”) is made as of _________, 2024, by and among (i) WinVest Acquisition Corp., a Delaware corporation (“WinVest”), (ii) Xtribe P.L.C., a public limited company incorporated and registered in England and Wales with number 07878011 (“Xtribe PLC”), (iii) Xtribe Group, LLC, a Delaware limited liability company and wholly-owned subsidiary of Xtribe PLC (the “Company”), and (iv) certain equityholders of Xtribe PLC set forth on the signature pages hereto (each a “Holder” and collectively, the “Holders”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement (as defined below).
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • May 10th, 2024 • WinVest Acquisition Corp. • Blank checks • Delaware
THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of ______, 2024, by and among WinVest Acquisition Corp., a Delaware corporation (“Acquiror”), and each of the Company Stockholders identified on the signature pages hereto (collectively, the “Stockholder Parties”). Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Business Combination Agreement (as defined below).
