Exhibit 10.1





 


Execution Version


 


October 19, 2021


 


Worldwide Webb Acquisition Corp.


770 E Technology Way F13-16


Orem, UT 84097


 


	Re:	Initial Public Offering




 


Ladies and Gentlemen:


 


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 Worldwide Webb Acquisition Corp., a Cayman Islands exempted company (the “Company”),
and BofA Securities, Inc. and J.P. Morgan Securities LLC, as the representatives of the several underwriters named therein (the “Underwriters”),
relating to an underwritten initial public offering (the “Public Offering”), of 23,000,000 of the Company’s
units (including up to 3,000,000 units that may be purchased to cover over-allotments, if any) (the “Units”),
each comprised of one Class A ordinary share of the Company, par value $0.0001 per share (each, an “Ordinary Share”),
and one-half of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof
to purchase one 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 registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the Securities
and Exchange Commission (the “Commission”) and the Company has applied to have the Units listed on the Nasdaq
Global Market. Certain capitalized terms used herein are defined in paragraph 11 hereof.


 


In order to induce the Company and the Underwriters
to enter into the Underwriting Agreement and to proceed with the Public Offering and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, Worldwide Webb Acquisition Sponsor, LLC, a Cayman Islands limited liability company
(the “Sponsor”), and the other undersigned persons (each such other undersigned person, an “Insider”
and collectively, the “Insiders”), each hereby agrees, severally but not jointly, with the Company as follows:


 


1.        The
Sponsor and each Insider agrees with the Company that if the Company seeks shareholder approval of a proposed Business Combination, then
in connection with such proposed Business Combination, it, he or she shall (i) vote any Shares owned by it, him or her in favor of any
proposed Business Combination (including any proposals recommended by the Company’s board of directors in connection with such Business
Combination) and (ii) not redeem any Shares owned by it, him or her in connection with such shareholder approval. If the Company seeks
to consummate a proposed Business Combination by engaging in a tender offer, the Sponsor and each Insider agrees that it, he or she will
not sell or tender any Ordinary Shares owned by it, him or her in connection therewith.


 






    


     


    

 


2.
        The Sponsor and each Insider hereby agrees with the Company that in the event that
the Company fails to consummate a Business Combination within 18 months from the closing of the Public Offering, or such later
period approved by the Company’s shareholders in accordance with the Company’s amended and restated memorandum
and articles of association, as they may be amended from time to time, the Sponsor and each Insider shall take all reasonable steps
to cause the Company to (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but
not more than ten (10) business days thereafter, subject to lawfully available funds therefor, redeem 100% of the Ordinary Shares
sold as part of the Units in the Public Offering (the “Offering Shares”), at a per share price, payable in
cash, equal to the aggregate amount then on deposit in the Trust Account (as defined below), including interest earned on the funds
held in the Trust Account (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes
payable), divided by the number of then issued and outstanding Offering Shares, which redemption will completely extinguish all
Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), and
(iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining
shareholders and the Company’s board of directors, liquidate and dissolve, subject in each case to the Company’s
obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The Sponsor
and each Insider agrees to not propose any amendment to the Company’s amended and restated memorandum and articles of
association (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the
Company’s initial Business Combination or to redeem 100% of the Offering Shares if the Company does not complete its initial
Business Combination within 18 months from the closing of the Public Offering, or (ii) with respect to any other provision relating
to shareholders’ rights or pre-initial Business Combination activity, unless the Company provides its Public Shareholders with
the opportunity to redeem their Offering Shares upon approval of any such amendment at a per share price, payable in cash, equal to
the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (which
interest shall be net of taxes payable), divided by the number of then issued and outstanding Offering Shares.


 


The Sponsor and each Insider acknowledges that
it, he or she has no right, title, interest or claim of any kind in or to any monies held in the Trust Account or any other asset of the
Company as a result of any liquidation of the Company with respect to the Founder Shares held by it, him or her, if any. The Sponsor and
each Insider hereby further waives, with respect to any Shares held by it, him or her, if any, any redemption rights it, he or she may
have in connection with (x) the consummation of a Business Combination, including, without limitation, any such rights available in the
context of a shareholder vote to approve such Business Combination or in the context of a tender offer made by the Company to purchase
Ordinary Shares and (y) a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles
of association (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s
initial Business Combination or to redeem 100% of the Offering Shares if the Company does not complete its initial Business Combination
within 18 months from the closing of the Public Offering, or (ii) with respect to any other provision relating to shareholders’
rights or pre-initial Business Combination activity (although the Sponsor and the Insiders shall be entitled to redemption and liquidation
rights with respect to any Offering Shares it or they hold if the Company fails to consummate a Business Combination within 18 months
from the date of the closing of the Public Offering).


 






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3.        Notwithstanding
the provisions set forth in paragraphs 7(a) and (b) below, during the period commencing on the effective date of the Underwriting Agreement
and ending 180 days after such date, the Sponsor and each Insider shall not, without the prior written consent of BofA Securities, Inc.
and J.P. Morgan Securities LLC, offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, or establish or
increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 (“Section
16”) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the Commission
promulgated thereunder, with respect to, any Units, Ordinary Shares (including, but not limited to, Founder Shares), Warrants or any securities
convertible into, or exercisable, or exchangeable for, Ordinary Shares owned by it, him or her, (ii) enter into any swap or other arrangement
that transfer to another, in whole or in part, any of the economic consequences of ownership to any Units, Ordinary Shares (including,
but not limited to, Founder Shares), Warrants or any securities convertible into, or exercisable, or exchangeable for, Ordinary Shares
owned by it, him or her, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (iii)
publicly announce any intention to effect any transaction specified in clause (i) or (ii). Each of the Insiders and the Sponsor acknowledges
and agrees that, prior to the effective date of any release or waiver, of the restrictions set forth in this paragraph 3 or paragraph
7 below, the Company shall announce the impending release or waiver by press release through a major news service at least two business
days before the effective date of the release or waiver. Any release or waiver granted shall only be effective two business days after
the publication date of such press release. The provisions of this paragraph will not apply if the release or waiver is effected solely
to permit a transfer not for consideration and the transferee has agreed in writing to be bound by the same terms described in this Letter
Agreement to the extent and for the duration that such terms remain in effect at the time of the transfer.


 


4.
        In the event of the liquidation of the Trust Account upon the failure of the
Company to consummate its initial Business Combination within the time period set forth in the Company’s amended and restated
memorandum and articles of association, the Sponsor (which for purposes of clarification shall not extend to any other shareholders,
members or managers of the Sponsor) agrees to indemnify and hold harmless the Company against any and all loss, liability, claim,
damage and expense whatsoever (including, but not limited to, any and all legal or other expenses reasonably incurred in
investigating, preparing or defending against any litigation, whether pending or threatened, or any claim whatsoever) to which the
Company may become subject as a result of any claim by (i) any third party for services rendered (other than the
Company’s independent registered public accountants) or products sold to the Company or (ii) a prospective target
business with which the Company has discussed entering into a transaction agreement (a “Target”); provided, however,
that such indemnification of the Company by the Sponsor shall apply only to the extent necessary to ensure that such claims by a
third party for services rendered (other than the Company’s independent registered public accountants) or products sold
to the Company or a Target do not reduce the amount of funds in the Trust Account to below (i) $10.10 per Offering Share or (ii)
such lesser amount per Offering Share held in the Trust Account as of the date of the liquidation of the Trust Account due to
reductions in the value of the trust assets, in each case, net of the amount of interest earned on the property in the Trust Account
which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek
access to the Trust Account and except as to any claims under the Company’s indemnity of the Underwriters against
certain liabilities, including liabilities under the Securities Act of 1933, as amended. In the event that any such executed waiver
is deemed to be unenforceable against such third party, the Sponsor shall not be responsible to the extent of any liability for such
third party claims. The Sponsor shall have the right to defend against any such claim with counsel of its choice reasonably
satisfactory to the Company if, within 15 days following written receipt of notice of the claim to the Sponsor, the Sponsor notifies
the Company in writing that it shall undertake such defense.


 






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5.        To
the extent that the Underwriters do not exercise their over-allotment option to purchase up to an additional 3,000,000 Units within 45
days from the date of the Prospectus (and as further described in the Prospectus), the Sponsor agrees that it shall forfeit, at no cost,
a number of Founder Shares in the aggregate equal to 750,000 multiplied by a fraction, (i) the numerator of which is 3,000,000 minus the
number of Units purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 3,000,000.
All references in this Letter Agreement to Founder Shares of the Company being forfeited shall take effect as surrenders for no consideration
of such Founder Shares as a matter of Cayman Islands law. The forfeiture will be adjusted to the extent that the over-allotment option
is not exercised in full by the Underwriters so that the number of Founder Shares will equal an aggregate of 20.0% of the Company’s
issued and outstanding Shares after the Public Offering. The Initial Shareholders further agree that to the extent that the size of the
Public Offering is increased or decreased, the Company will effect a capitalization, share dividend or share repurchase or redemption,
as applicable, immediately prior to the consummation of the Public Offering in such amount as to maintain the number of Founder Shares
at 20.0% of the Company’s issued and outstanding Shares upon the consummation of the Public Offering. In connection with such increase
or decrease in the size of the Public Offering, then (A) the references to 3,000,000 in the numerator and denominator of the formula in
the first sentence of this paragraph shall be changed to a number equal to 15% of the number of Ordinary Shares included in the Units
issued in the Public Offering and (B) the reference to 750,000 in the formula set forth in the immediately preceding sentence shall be
adjusted to such number of Founder Shares that the Sponsor would have to return to the Company in order for the number of Founder Shares
to equal an aggregate of 20.0% of the Company’s issued and outstanding Shares after the Public Offering.


 


6.        The
Sponsor and each Insider hereby agrees and acknowledges that: (i) the Underwriters and the Company would be irreparably injured in the
event of a breach by such Sponsor or Insider of its, his or her obligations under paragraphs 1, 2, 3, 4, 5, 7(a), 7(b), and 9 of this
Letter Agreement (ii) monetary damages may not be an adequate remedy for such breach and (iii) the non-breaching party shall be entitled
to seek injunctive relief, in addition to any other remedy that such party may have in law or in equity, in the event of such breach.


 


7.
        (a) The Sponsor and each Insider agrees that it, he or she shall not Transfer (as
defined below) any Founder Shares (or Ordinary Shares issuable upon conversion thereof) until the earlier of (A) one year after the
completion of the Company's initial Business Combination and (B) subsequent to the Business Combination, (x) if the last reported
sale price of the Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, rights
issuances, consolidations, reorganizations, recapitalizations and other similar transactions) for any 20 trading days within any
30-trading day period commencing at least 150 days after the Company's initial Business Combination or (y) the date following the
completion of the Company's initial Business Combination on which the Company completes a liquidation, merger, amalgamation, share
exchange, reorganization or other similar transaction that results in all of the Company's shareholders having the right to exchange
their Ordinary Shares for cash, securities or other property (the “Founder Shares Lock-up Period”).


 






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(b)       The
Sponsor and each Insider agrees that it, he or she shall not Transfer any Private Placement Warrants (or Ordinary Shares issued or issuable
upon the exercise or conversion of the Private Placement Warrants), until 30 days after the completion of a Business Combination (the
 “Private Placement Warrants Lock-up Period”, together with the Founder Shares Lock-up Period, the “Lock-up
Periods”).


 


(c)       Notwithstanding
the provisions set forth in paragraphs 7(a) and (b), transfers of the Founder Shares, Private Placement Warrants and Ordinary Shares issued
or issuable upon the exercise or conversion of the Private Placement Warrants or the Founder Shares, are permitted (a) to the Company's
directors or officers, any affiliates or family members of the Company's directors or officers, any members of the Sponsor or any affiliates
of the Sponsor; (b) in the case of an individual, by gift to a member of the individual's immediate family, or to a trust, the beneficiary
of which is a member of the individual's immediate family or an affiliate of such person, or to a charitable organization; (c) in the
case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant
to a qualified domestic relations order; (e) in the case of a trust, by distribution to one or more of the permissible beneficiaries of
such trust; (f) by private sales or transfers made in connection with the consummation of the Company’s Business Combination at
prices no greater than the price at which the securities were originally purchased; (g) in the event of the Company’s liquidation
prior to the Company’s completion of its initial Business Combination; (h) by virtue of the laws of the Cayman Islands or the Sponsor’s
organizational documents, upon dissolution of the Sponsor; (i) in the event of the Company’s completion of a liquidation, merger,
amalgamation, share exchange, reorganization or other similar transaction which results in all of the Company’s shareholders having
the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the completion of the Company’s
initial Business Combination; or (j) to certain “anchor investors” in the Company pursuant to an investment agreement among
the Sponsor, the Company and the anchor investor and any permitted transferees as set forth in the investment agreement; provided,
however, that, in the case of clauses (a) through (f) and clause (j), these permitted transferees must enter into a written agreement
with the Company agreeing to be bound by the transfer restrictions in this Agreement.


 


8.
        The Sponsor and each Insider represents and warrants that it, he or she has never
been suspended or expelled from membership in any securities or commodities exchange or association or had a securities or
commodities license or registration denied, suspended or revoked. Each Insider’s biographical information furnished to the
Company, if any (including any such information included in the Prospectus), is true and accurate in all respects and does not omit
any material information with respect to such Insider’s background. Each Insider’s questionnaire furnished to the
Company, if any, is true and accurate in all respects. Each Insider represents and warrants that: it, he or she is not subject to or
a respondent in any legal action for, any injunction, cease-and-desist order or order or stipulation to desist or refrain from any
act or practice relating to the offering of securities in any jurisdiction; it, he or she has never been convicted of, or pleaded
guilty to, any crime (i) involving fraud, (ii) relating to any financial transaction or handling of funds of another person, or
(iii) pertaining to any dealings in any securities and it, he or she is not currently a defendant in any such criminal
proceeding.


 






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9.        Except
as disclosed in, or as expressly contemplated by, the Prospectus, neither the Sponsor nor any Insider nor any affiliate of the Sponsor
or any Insider, nor any director or officer of the Company or any of their respective affiliates, shall receive from the Company any finder’s
fee, reimbursement, consulting fee, monies in respect of any repayment of a loan or other compensation prior to, or in connection with
any services rendered in order to effectuate the consummation of the Company’s initial Business Combination (regardless of the type
of transaction that it is).


 


10.       The
Sponsor and each Insider has full right and power, without violating any agreement to which it, he or she is bound (including, without
limitation, any non-competition or non-solicitation agreement with any employer or former employer), to enter into this Letter Agreement
and, as applicable, to serve as a director on the board of directors of the Company and hereby consents to being named in the Prospectus
as a director of the Company.


 


11.       As
used herein, (i) “Business Combination” shall mean a merger, amalgamation, share exchange, asset acquisition,
share purchase, reorganization or similar business combination, involving the Company and one or more businesses; (ii) “Shares”
shall mean, collectively, the Ordinary Shares and the Founder Shares; (iii) “Founder Shares” shall mean the
5,750,000 Class B Ordinary Shares, par value $0.0001 per share, issued and outstanding immediately prior to the consummation of the Public
Offering; (iv) “Initial Shareholders” shall mean the Sponsor and any other holder of Founder Shares; (v) “Private
Placement Warrants” shall mean the Warrants to purchase an aggregate of 8,000,000 Ordinary Shares of the Company (or up
to 8,900,000 Ordinary Shares of the Company depending on the extent to which the Underwriters’ over-allotment option is exercised
pursuant to the Underwriting Agreement) that the Sponsor has agreed to purchase for an aggregate purchase price of $8,000,000 (or up to
$8,900,000 depending on the extent to which the Underwriters’ overallotment option is exercised pursuant to the Underwriting Agreement),
or $1.00 per Warrant, in a private placement that shall occur simultaneously with the consummation of the Public Offering; (vi) “Public
Shareholders” shall mean the holders of securities issued in the Public Offering; (vii) “Trust Account”
shall mean the trust fund into which a portion of the net proceeds of the Public Offering shall be deposited; and (viii) “Transfer”
shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise
dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation
with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act, (b) entry into any swap
or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether
any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention
to effect any transaction specified in clause (a) or (b).


 


12.       This
Letter Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof
and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the
extent they relate in any way to the subject matter hereof or the transactions contemplated hereby. This Letter Agreement may not be
changed, amended, modified or waived (other than to correct a typographical error) as to any particular provision, except by a
written instrument executed by (1) each Insider that is the subject of any such change, amendment, modification or waiver and (2)
the Sponsor.


 






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13.       No
party hereto may assign either this Letter Agreement or any of its rights, interests, or obligations hereunder without the prior written
consent of the other party. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate
to transfer or assign any interest or title to the purported assignee. This Letter Agreement shall be binding on the Sponsor and each
Insider and their respective successors, heirs and assigns and permitted transferees.


 


14.       Nothing
in this Letter Agreement shall be construed to confer upon, or give to, any person or corporation other than the parties hereto any right,
remedy or claim under or by reason of this Letter Agreement or of any covenant, condition, stipulation, promise or agreement hereof. All
covenants, conditions, stipulations, promises and agreements contained in this Letter Agreement shall be for the sole and exclusive benefit
of the parties hereto and their successors, heirs, personal representatives and assigns and permitted transferees.


 


15.       This
Letter Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the
validity or enforceability of this Letter Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid
or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Letter Agreement a provision
as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.


 


16.       This
Letter Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York. The parties hereto
(i) all agree that any action, proceeding, claim or dispute arising out of, or relating in any way to, this Letter Agreement shall be
brought and enforced in the courts of New York City, in the State of New York, and irrevocably submit to such jurisdiction and venue,
which jurisdiction and venue shall be exclusive and (ii) waive any objection to such exclusive jurisdiction and venue or that such courts
represent an inconvenient forum.


 


17.       Any
notice, consent or request to be given in connection with any of the terms or provisions of this Letter Agreement shall be in writing
and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery or
facsimile or other electronic transmission.


 


18.       Each
party hereto shall not be liable for any breaches or misrepresentations contained in this Letter Agreement by any other party to this
Letter Agreement (including, for the avoidance of doubt, any Insider with respect to any other Insider), and no party shall be liable
or responsible for the obligations of another party, including, without limitation, indemnification obligations and notice obligations.


 


19.       This
Letter Agreement shall terminate on the earlier of (i) the expiration of the Lock-up Periods and (ii) the liquidation of the
Company; provided, however, that this Letter Agreement shall earlier terminate in the event that the Public Offering is not
consummated and closed by December 31, 2021; provided further that paragraph 4 of this Letter Agreement shall survive such
liquidation.


 


20.       This
Letter Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all purposes
be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.


 


[Signature page follows]





 






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		Sincerely



 


	 	WORLDWIDE WEBB ACQUISITION SPONSOR, LLC




 


		By: 	/s/ Daniel
                                            S. Webb

                                                                    
	 	 	Name:
Daniel S. Webb
	 	 	Title: Chief Executive Officer and Chief Financial Officer



 


(Signature
Page To Letter Agreement)


 









     


     


    

 


	 	/s/ Daniel S. Webb
	 	Name: Daniel S. Webb




 


(Signature
Page to Letter Agreement)


 












     


     


    

 





	 	/s/ Tony M. Pearce
	 	Name: Tony M. Pearce


  


(Signature
Page to Letter Agreement)


 









     


     


    

 


	 	/s/ Terry V. Pearce




	 	Name: Terry V. Pearce




 


(Signature
Page to Letter Agreement)


 









     


     


    

 


	 	/s/ Lynne M. Laube




	 	Name: Lynne M. Laube




  


(Signature
page to letter agreement)


 









     


     


    

 


	 	/s/ Tanner Ainge




	 	Name: Tanner Ainge




 


(Signature
page to letter agreement)


 









     


     


    

 


	 	/s/ Dave Crowder




	 	Name: Dave Crowder




 


(Signature
Page to Letter Agreement)


 









     


     


    

 


	 	/s/ Davis Smith




	 	Name: Davis Smith




 


(Signature
Page to Letter Agreement)


 









     


     


    

 


Acknowledged and Agreed:


 


WORLDWIDE WEBB ACQUISITION CORP.


 


	By: 	/s/ Daniel S. Webb	 
	 	Name: Daniel S. Webb	 
	 	Title: Chief Executive Officer, Chief Financial Officer and Director	 



  


(Signature
Page to Letter Agreement)