Exhibit 10.10


 


INVESTMENT AGREEMENT


 


THIS INVESTMENT AGREEMENT
(this “Agreement”), dated as of [●], 2021, is by and among (i) Worldwide Webb Acquisition Corp., a Cayman
Islands exempted company (the “SPAC”), (ii) Worldwide Webb Acquisition Sponsor, LLC, a Cayman Islands limited
liability company (the “Sponsor”), and (iii) [●] (“Investor”).


 


WHEREAS, in connection with
the initial public offering (the “IPO”) of 20,000,000 units (or 23,000,000 units if the underwriter’s over-allotment
option is exercised in full) of the SPAC, Investor has expressed an interest in acquiring up to 1,980,000 units in the IPO (subject
to reduction as set forth herein) (the “IPO Indication”), at a price of $10.00 per unit.


 


WHEREAS, the parties wish
to enter into this Agreement pursuant to which Investor will purchase from the Sponsor Class B common shares, par value $0.0001 per
share, of the SPAC (the “Founder Shares”) for the same value paid by the Sponsor, or approximately $0.005 per share
(the “Per Share Price”).


 


NOW THEREFORE, the parties
hereto hereby agree as follows:


 


Section 1.               Sale
and Purchase.





 


(a)            In
connection with the IPO Indication, and subject to the satisfaction of the conditions set forth in Section 1(b), the
Sponsor hereby agrees to sell to Investor 125,000 Founder Shares (such shares, the “Transferred Shares”) for an
aggregate purchase price of $625 (the “Transfer Price”) on the date of the closing of the IPO, and Investor hereby
agrees to purchase the Transferred Shares (the “Transfer”). The parties acknowledge that the Transfer by Sponsor directly
to Investor is being undertaken for the convenience of the parties in lieu of (i) the transfer by Sponsor of the Transferred Shares
to SPAC for cancellation and (ii) the reissuance and sale of such Transferred Shares by SPAC to Investor in connection with its
purchase of units of the SPAC. Concurrently with the Transfer, in consideration for the transfer of the Transferred Shares, Investor
shall pay the Transfer Price to the Sponsor in immediately available funds. The Investor shall not be required to purchase more than the
IPO Indication due to any upsizing, overallotment exercise or any other reason provided that if Investor in its sole discretion does determine
to purchase more than the IPO Indication, it shall not purchase an additional IPO quantity without first having the opportunity to purchase
additional Founder Shares at the Per Share Price in a manner proportional to any increase in the Investor’s IPO allocation above
the IPO Indication. Sponsor shall not be required to offer any additional Founder Shares to Investor other than the Transferred Shares
and may determine to do so in its sole discretion.


 


(b)            Subject
to (i) the fulfillment by Investor of the IPO Indication (which shall be deemed fulfilled by the acquisition of 100% of the units
of the SPAC allocated to Investor by the underwriter in the IPO up to the IPO Indication; provided that to the extent the amount of units
in the IPO Indication would exceed 9.9% of the total number of the units offered to the public in the IPO, the amount of units in the
IPO Indication shall be reduced to an amount equal to 9.9% of the total number of the units offered to the public in the IPO) and (ii) Investor’s
payment of the Transfer Price as contemplated by Section 1(a) of this Agreement, the Transfer shall occur and
be effective upon the closing of the IPO, automatically and without any action of any other party hereto. The parties hereto acknowledge
that in the event the Investor or its affiliates does not submit the IPO Indication, the Sponsor and the SPAC’s only remedy with
respect thereto shall be the forfeiture of the Investor’s Transferred Shares.





 


(c)            Notwithstanding
anything to the contrary herein, the number of Transferred Shares shall not be subject to surrender, transfer, disposal, exchange, earn-out,
cut-back, reduction, mandatory repurchase, redemption or forfeiture for any reason, including, but not limited to, (i) transfer
of the Founder Shares to any person, (ii) downsizing of the IPO, (iii) failure of the underwriter to exercise its over-allotment
option, (iv) concessions or “earnout” triggers in connection with the negotiation of a Business Combination (as defined
below), (v) or any other modification, without the Investor’s prior written consent; provided, for the avoidance doubt, the
foregoing shall not preclude (w) the waiver of the anti-dilution provisions with respect to the Founder Shares in accordance with
the SPAC’s memorandum and articles of association as provided therein, (x) the conversion of the Transferred Shares into Class A
Common Shares in accordance with SPAC’s memorandum and articles of association, and (y) the conversion, exchange or adjustment
of the Transferred Shares as a matter of law in connection with a merger or otherwise or in connection with an amendment of the SPAC’s
or any successor entity’s memorandum and articles of association or comparable organizational documents.


 






     


     


    




 


(d)            The
obligations of Investor hereunder are subject to there being no material change in the structure, terms and conditions or the capital
structure of the SPAC from that set forth in the Registration Statement on Form S-1 filed with the Securities and Exchange Commission
(the “SEC”) on September __, 2021 (the “Registration Statement”), other than disclosure regarding
this Agreement and similar agreements with other investors.


 


Section 2.                Representations
and Warranties of the SPAC. The SPAC hereby represents and warrants to Investor, as of the date hereof and as of the closing date
of the IPO (except for any representations expressly given as of a specific date), as follows:





 


(a)            The
SPAC has full power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions
contemplated hereby.


 


(b)            This
Agreement has been duly and validly executed and delivered by the SPAC and constitutes a legal, valid and binding obligation of the SPAC
enforceable against the SPAC in accordance with its terms.


 


(c)            The
execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the performance of its obligations
hereunder will not materially conflict with, or result in any material violation of or default under, any agreement or other instrument
to which the SPAC is a party or by which the SPAC is bound, or any decree, order, statute, rule or regulation applicable to the
SPAC.


 


(d)            On
the date hereof, after giving pro forma effect to the Sponsor’s intended forfeiture of 750,000 Founder Shares (the “Sponsor
Forfeiture”) in connection with the IPO as set forth in the Registration Statement, the authorized share capital of the SPAC
consists of:


 


	 	i.	500,000,000 Class A Common Shares. There are currently no Class A Common Shares issued and outstanding on the date hereof.


 





	 	ii.	50,000,000 Founder Shares. After giving pro forma effect to the Sponsor Forfeiture, there are currently 5,000,000 Founder Shares outstanding as of the date hereof. All of the issued and outstanding Founder Shares have been duly authorized, are fully paid and nonassessable and were issued free and clear of all liens, pledges, security interests, charges, claims, encumbrances, agreements, options, voting trusts, proxies and other arrangements or restrictions of any kind (“Encumbrances”), other than those arising under the organizational documents of the SPAC or the Sponsor, those arising under applicable securities laws or as otherwise disclosed in the Registration Statement. The issuance of the Founder Shares was not in violation of the preemptive or other similar rights of any securityholder of the Company, and the sale of the Founder Shares to the Sponsor was exempt from the registration requirements of the Securities Act of 1933 and any other applicable securities laws.


 





	 	iii.	5,000,000 Preference Shares. There are currently no Preference Shares issued and outstanding on the date hereof.


 


(e)            There
is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization
or body (collectively, “actions”) pending or, to the knowledge of the SPAC, threatened against or affecting the SPAC or to
the SPAC’s knowledge, any of the SPAC’s officers or directors, whether of a civil or criminal nature or otherwise, in their
capacities as such, which, if determined adversely, would, individually or in the aggregate, reasonably be expected to have a material
adverse effect on the ability of the SPAC to enter into and perform its obligations under this Agreement.


 





(f)             none
of the information conveyed to the Investor in connection with the transactions contemplated by this Agreement will constitute material
nonpublic information of the SPAC upon the effectiveness of the SPAC’s current Registration Statement, as amended.


 






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(g)            All
corporate action required to be taken by the SPAC’s board of directors and shareholders in order to authorize the SPAC to enter
into this Agreement and to issue the Class A Ordinary Shares and Transferred Shares has been taken or will be taken prior to the
IPO. All action on the part of the shareholders, directors and officers of the SPAC necessary for the execution and delivery of this Agreement,
the performance of all obligations of the SPAC under this Agreement to be performed as of the IPO, and the issuance and delivery of the
Class A Ordinary Shares and Transferred Shares has been taken or will be taken prior to the IPO. This Agreement, when executed and
delivered by the SPAC, shall constitute the valid and legally binding obligation of the SPAC, enforceable against the SPAC in accordance
with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or
other laws of general application relating to or affecting the enforcement of creditors’ rights generally, (ii) as limited
by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies, or (iii) to the extent
the indemnification provisions contained in the Registration Rights Agreement (defined below) may be limited by applicable federal or
state securities laws.





 


(h)            The
SPAC has complied, and will continue to comply, with all applicable laws, including, without limitation, the Anti-Corruption Laws and
the Anti-Money Laundering Laws.


 


(i)             The
SPAC has not, and agrees that it shall not, in connection with the transactions contemplated by this Agreement, or in connection with
any other business transactions involving Investor or its subsidiaries, make any payment, transfer anything of value, or offer anything
of value, directly or indirectly:





 


	 	i.	to any governmental official or employee (including employees of a government corporation or public international organization) or to any political party or candidate for public office; or





 


	 	ii.	to any other person or entity if such payments or transfers would violate the laws of the country in which made, the laws of the United States, including the trade sanction and economic embargo programs enforced by OFAC or the laws of any other applicable country.


 


“Anti-Corruption Laws” means
any applicable law, regulation, or rule related to combating corruption or bribery, including, but not limited to, the United States
Foreign Corrupt Practices Act of 1977 as amended and any other applicable law.


 


“Anti-Money Laundering Laws”
means any applicable law, regulation, or rule related to combating money laundering, suspicious transactions, trade embargos, economic
sanctions, or terrorist financing, including, but not limited to, the US Bank Secrecy Act of 1986, the USA Patriot Act of 2001 (in each
case to the extent applicable to the Parties and to this Agreement), the Specially Designated Nationals List or any similar list maintained
by the Office of Foreign Assets Control (“OFAC”) at the United States Department of the Treasury.


 


Section 3.               Representations
and Warranties of the Sponsor. The Sponsor hereby represents and warrants to Investor, as of the date hereof and as of the closing
date of the IPO, as follows:


 


(a)            The
Sponsor has full power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the
transactions contemplated hereby.


 


(b)            This
Agreement has been duly and validly executed and delivered by the Sponsor and constitutes a legal, valid and binding obligation of the
Sponsor enforceable against the Sponsor in accordance with its terms.





 


(c)            The
execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the performance of its obligations
hereunder will not materially conflict with, or result in any material violation of or default under, any agreement or other instrument
to which the Sponsor is a party or by which the Sponsor is bound, or any decree, order, statute, rule or regulation applicable to
the Sponsor.


 






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(d)            Substantially
concurrently with the execution of this Agreement, the Sponsor is entering into separate agreements with other “anchor investors”
in respect of indications of interest in purchasing units in the IPO (the “Other Anchor Investor Agreements”). The
Sponsor represents that the material terms of such Other Anchor Investor Agreements are not more favorable to such other “anchor
investors” thereunder than the terms of this Agreement. For the avoidance of doubt, if any other “anchor investor” has
an ability to purchase more Founder Shares at the Per Share Price than the Investor pursuant to any Other Anchor Investor Agreement, then
such other “anchor investor” shall not be considered to have more favorable material terms than the Investor, provided that
the proportion of Founder Shares to size of IPO Indication is the same as this Agreement. In the case that another “anchor investor”
is afforded more favorable terms than Investor pursuant to any Other Anchor Investor Agreement, the Sponsor shall promptly notify Investor
of such more favorable terms, and Investor shall have the right to elect to have such more favorable terms, so as to be on the same terms,
in which case the parties hereto shall promptly amend this Agreement to effect the same.


 


(e)            The
Sponsor is the record and beneficial owner of the Transferred Shares. Except as described in this Agreement or in the Registration Statement,
there is no agreement, arrangement or understanding with any other person regarding the sale or transfer of any Transferred Shares, and
there exist no Encumbrances affecting the Transferred Shares, other than those arising under the organizational documents of the SPAC
or the Sponsor, those arising under applicable securities laws or as otherwise disclosed in the Registration Statement. Upon transfer
of the Transferred Shares to the Investor at the closing of the IPO against payment of the Transfer Price, the Investor will acquire ownership
of the Transferred Shares, free and clear of all Encumbrances affecting the Transferred Shares, other than those arising pursuant to this
Agreement, those arising under applicable securities laws or as otherwise disclosed in the Registration Statement or those Encumbrances
created, implemented or imposed by the Investor.


 


(f)             No
governmental, administrative or other third party consents or approvals are required, necessary or appropriate on the part of the Sponsor
in connection with the transactions contemplated by this Agreement, other than such state Blue Sky and FINRA consents and approvals as
may be required in connection with the transactions contemplated hereby.


 


(g)            No
broker, finder or intermediary has been paid or is entitled to a fee or commission from or by the Sponsor in connection with the sale
of the Transferred Shares nor is the Sponsor entitled to or will accept any such fee or commission.


 





(h)            The
Sponsor has complied, and will continue to comply, with all applicable laws, including, without limitation, the Anti-Corruption Laws and
the Anti-Money Laundering Laws.


 





(i)             The
Sponsor has not, and agrees that it shall not, in connection with the transactions contemplated by this Agreement, or in connection with
any other business transactions involving Investor or its subsidiaries, make any payment, transfer anything of value, or offer anything
of value, directly or indirectly:


 


	 	i.	to any governmental official or employee (including employees of a government corporation or public international organization) or to any political party or candidate for public office; or
	 	ii.	to any other person or entity if such payments or transfers would violate the laws of the country in which made, the laws of the United States, including the trade sanction and economic embargo programs enforced by OFAC or the laws of any other applicable country.


 





(j)             There
are no pending or, to the knowledge of the Sponsor, threatened, actions, which, if determined adversely, would, individually or in the
aggregate, reasonably be expected to have a material adverse effect on the ability of the Sponsor to enter into and perform its obligations
under this Agreement.


 


Section 4.               Representations
and Warranties of Investor. Investor hereby represents and warrants to the SPAC and the Sponsor, as follows:


 


(a)            Investor
has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder.


 






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(b)            This
Agreement has been duly and validly executed and delivered by Investor and constitutes a legal, valid and binding obligation of Investor
enforceable against Investor in accordance with its terms.





 


(c)            The
execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the performance of its obligations
hereunder will not materially conflict with, or result in any material violation of or default under, any agreement or other instrument
to which Investor is a party or by which Investor is bound, or any decree, order, statute, rule or regulation applicable to Investor.





 


(d)            Investor
is an “accredited investor” as that term is defined in Regulation D promulgated under the Securities Act of 1933, as amended.





 


(e)            The
Investor has complied, and will continue to comply, with all applicable laws, including, without limitation, the Anti-Corruption Laws
and the Anti-Money Laundering Laws.





 


(f)             The
Investor has not, and agrees that it shall not, in connection with the transactions contemplated by this Agreement, or in connection with
any other business transactions involving Investor or its subsidiaries, make any payment, transfer anything of value, or offer anything
of value, directly or indirectly:


 


	 	i.	to any governmental official or employee (including employees of a government corporation or public international organization) or to any political party or candidate for public office; or





 


	 	ii.	to any other person or entity if such payments or transfers would violate the laws of the country in which made, the laws of the United States, including the trade sanction and economic embargo programs enforced by OFAC or the laws of any other applicable country.


 





Section 5.               Additional
Agreements and Acknowledgements of Investor.


 





(a)            Investor
agrees with the SPAC not to transfer, assign or sell any Transferred Shares or the Class A Common Shares, par value $0.0001 per share
(the “Class A Common Shares”), issuable upon conversion of the Transferred Shares held by it until the earlier
of (i) one year after the date the SPAC consummates a Business Combination (as defined below) or (ii) subsequent to a Business
Combination, (A) the first date on which the last reported closing price of the Class A Common Shares equals or exceeds $12.00
per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within
any 30-trading day period commencing at least 150 days after the consummation of a Business Combination or (B) the date on which
the SPAC completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction which results in all of
the SPAC’s stockholders having the right to exchange their Class A Common Shares for cash, securities or other property. For
the avoidance of doubt, (i) this Section 5 shall not restrict the Investor from transferring, assigning or selling any Class A
Common Shares, warrants (including Class A Common Shares issuable upon the exercise thereof) or units acquired in the IPO or any
security of the SPAC purchased by the Investor in the open market, other private transactions (except for Class A Common Shares which
was converted from Class B Common Shares), and any warrants or shares of common stock of the post Business Combination SPAC (including
shares issuable upon the exercise of such warrants) acquired in the open market and (ii) Investor shall be not be subject to any
other agreements or understandings by virtue of the transactions contemplated herein (including, but not limited to, any shareholder agreements
or similar agreements).





 


(b)            Notwithstanding
the provisions set forth in this Section 5, transfers of the Transferred Shares and Class A Common Shares issued or issuable
upon the exercise or conversion of the Transferred Shares that are held by Investor or any of its permitted transferees that have complied
with this Section 5, are permitted (A) to any person that would be a Permitted Transferee of the Sponsor pursuant to the letter
agreement among the SPAC and its officers, directors and the Sponsor to be executed in connection with the IPO; (B) to an affiliate
of Investor; (C) in the event of the SPAC’s liquidation, merger, capital stock exchange, reorganization or other similar transaction
which results in all of the SPAC’s stockholders having the right to exchange their Class A Common Shares for cash, securities
or other property; provided, however, that in the case of clauses (A) and (B), these permitted transferees must enter into a written
agreement with the SPAC agreeing to be bound by the transfer restrictions herein and the other restrictions contained in this Agreement.


 






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(c)            Investor
acknowledges that the SPAC was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase,
reorganization or similar business combination involving the SPAC and one or more businesses (a “Business Combination”).
Investor agrees with the SPAC that if the SPAC seeks stockholder approval of a proposed Business Combination, then in connection with
such proposed Business Combination, Investor shall vote all Founder Shares in favor of such proposed Business Combination. Notwithstanding
the foregoing, nothing contained in this Agreement shall prevent the Investor from seeking redemption for any Class A Common Shares
it acquires in the IPO or in the open market or otherwise in accordance with the terms and conditions applicable to the Class A Common
Shares and the IPO described in the Registration Statement.





 


(d)            Investor
acknowledges that it is aware the SPAC will establish a trust account (the “Trust Account”) for the benefit of its
public stockholders upon the closing of the IPO. Investor agrees that it 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 SPAC as a result of any liquidation of the SPAC with respect to the Transferred
Shares. For the avoidance of doubt, this Section 5(c) shall not limit any right, title, interest or claim of the Investor
in or to the monies held in the Trust Account with respect to Class A Common Shares acquired by the Investor in the IPO, in another
private transaction or in the open market in accordance with the terms and conditions applicable to the Class A Common Shares described
in the Registration Statement.


 


(e)            In
connection with the IPO, the SPAC shall enter into a registration rights agreement (the “Registration Rights Agreement”)
with the Sponsor, Investor and certain other parties thereto in substantially the form filed as an exhibit to the Registration Statement,
which will provide that the SPAC shall indemnify Investor in respect of liabilities it may incur arising out of disclosure included in
or excluded from the Registration Statement, and will provide Investor a reasonable opportunity to provide comments to the disclosure
included therein regarding Investor, which shall not be unreasonably denied. The Registration Rights Agreement shall provide Investor
with registration rights with respect to the Transferred Shares that are no less favorable to Investor than the registration rights of
the Sponsor set forth therein. Notwithstanding anything to the contrary herein or in the Registration Rights Agreement, the SPAC shall
file a registration statement with respect to the resale or other disposition of the Class A Common Shares to be issued upon conversion
of the Transferred Shares within 30 days of the completion of the Business Combination, regardless of the demand of any Holder (as defined
in the Registration Rights Agreement) but otherwise in accordance with the provisions of the Registration Rights Agreement.


 


(f)            Notwithstanding
anything in this Agreement to the contrary, the SPAC shall have the right to publicly disclose the Investor’s commitments, arrangements
and understandings under and relating to this Agreement in its Registration Statement, including any information requested by the SEC
in connection with review of such Registration Statement, and any registration statement filed or amended on or after the date of this
Agreement. For the avoidance of doubt, the SPAC shall have the right to publicly disclose the name of Investor if such disclosure is requested
by the SEC in connection with review of the Registration Statement; provided that (i) Investor shall have the right to review such
disclosure for a period of one business day and propose comments to such disclosure and (ii) the SPAC shall take into consideration
any reasonable comments to such disclosure prior to publicly disclosing the name of Investor.


 


Section 6.               Miscellaneous.





 


(a)            In
the event the IPO does not occur by October 31, 2021, this Agreement shall terminate and be of no further force and effect.





 


(b)            This
Agreement shall be governed by the internal laws (and not the law of conflicts) of the State of New York.


 






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(c)            This
Agreement may not be amended, modified or waived without the written consent of the parties hereto.





 


(d)            The
rights and obligations under this Agreement may not be assigned by any party hereto without the prior written consent of the other parties;
provided, that Investor may assign this Agreement or any of its rights, interests or obligations hereunder to any of its affiliates at
any time without the prior written approval of any party hereto provided such affiliate executes a joinder to this Agreement.


 


(e)            From
time to time, at the reasonable request of any of the other parties hereto, each party hereto shall execute and deliver such additional
documents and instruments and take such further lawful action as may be necessary to consummate and make effective, in the most expeditious
manner practicable, the transactions contemplated by this Agreement.





 


(f)            Any
term or provision of this Agreement which is invalid or unenforceable shall be ineffective to the extent of such invalidity or unenforceability
without rendering invalid or unenforceable the remaining rights of the person intended to be benefited by such provision or any other
provisions of this Agreement.


 





(g)            This
Agreement may be executed in two or more counterparts, each of which shall constitute an original, and all of which taken together shall
constitute one and the same instrument. Any signature page delivered by a facsimile machine or electronic mail shall be binding
to the same extent as an original signature page.


 


(h)            The
parties hereto agree that irreparable damage may occur in the event any provision of this Agreement is not performed in accordance with
the terms hereof, and that the parties shall be entitled to seek specific performance of the terms hereof, in addition to any other remedy
at law, in equity, or otherwise.


 





(i)             This
Agreement sets forth the entire agreement and understanding between the parties as to the subject matter thereof and merges and supersedes
all prior discussions, agreements and understandings of any and every nature among them.





 


(j)             This
Agreement shall be binding upon and inure to the benefit of the parties hereto and to their respective heirs, legal representatives, successors
and permitted assigns.


 


* * * * *


 







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IN WITNESS WHEREOF, the undersigned have executed this Agreement as
of the date first written above.


 


	 	INVESTOR:
	 	 
	 	[●]
	 	 
	 	By:	                   
	 	Name: [●]
	 	Title: [●]


 


Signature Page to Investment Agreement


 







    


     


    



 


	 	SPAC:
	 	 
	 	WORLDWIDE WEBB ACQUISITION CORP.
	 	 
	 	By:	 
	 	Name:	Daniel S. Webb
	 	Title:	Chief Executive Officer





 


	 	SPONSOR:
	 	 
	 	Worldwide Webb Acquisition Sponsor, LLC
	 	 
	 	 	 
	 	 	By:	 
	 	 	Name: 	Daniel S. Webb
	 	 	Title:	Managing Member


 





Signature Page to Investment Agreement