Exhibit 10.1
Execution Version
VOTING AND NON-REDEMPTION AGREEMENT
This VOTING AND NON-REDEMPTION AGREEMENT (this Agreement) is entered into as of
October , 2023 by and among Worldwide Webb Acquisition Corp., a Cayman Islands exempted company (SPAC), Worldwide Webb Acquisition Sponsor, LLC, a Cayman Islands limited liability company (the Sponsor),
and the undersigned entities listed on Exhibit A (collectively, Shareholder). SPAC, Sponsor and Shareholder are collectively referred to herein as the Parties and individually as a Party.
WHEREAS, Shareholder is the beneficial owner (within the meaning of Rule 13d-3
under the Securities Exchange Act of 1934, as amended (the Exchange Act)) of a number of Class A ordinary shares, par value $0.0001 per share, of SPAC (Class A ordinary shares); the
entire number of Class A ordinary shares Shareholder owns as of the date of this Agreement is set forth on Exhibit A hereto (such shares being referred to herein as the Securities);
WHEREAS, SPAC desires to extend the date by which SPAC has to complete an initial business combination (a Business
Combination) from October 22, 2023 to November 22, 2023 (the Initial Extension) or such earlier date as is determined by SPACs Board of Directors (the Board) to be in the best interests
of SPAC, and to allow SPAC, without another shareholder vote, by resolution of the Board, to elect to further extend the Initial Extension in one-month increments (each one (1) month extension, a
Monthly Extension) up to five (5) additional times (with each such extension being upon five days advance notice in writing), for a total of up to 30 months from the closing of SPACs initial public offering (the
IPO), unless the closing of a Business Combination shall have occurred prior thereto (the Extension);
WHEREAS, SPAC has filed with the U.S. Securities and Exchange Commission (the SEC) a proxy statement to solicit
proxies for a special meeting (the Meeting) to be held on or about October 16, 2023, to approve, among other things, the Extension (the Approval);
WHEREAS, the amended and restated memorandum and articles of association of SPAC provides Shareholder with certain rights to redeem its
Class A ordinary shares in connection with the Approval (the Redemption Rights);
WHEREAS, Shareholder is
willing to not exercise its Redemption Rights in connection with the Extension, or to validly rescind any previously submitted redemption demand, of certain of the Class A ordinary shares held by the Shareholder upon the terms set forth herein;
and
WHEREAS, subject to the terms and conditions of this Agreement, SPAC desires to issue to Shareholder, and Shareholder desires
to receive from SPAC, the Commitment Shares (as defined below) and the Monthly Extension Shares (as defined below).
NOW,
THEREFORE, in consideration of the premises, covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto hereby agree as follows:
1. Agreement not to Redeem. Shareholder hereby agrees that Shareholder (i) shall not exercise the Redemption Rights and will not
elect to redeem or otherwise tender or submit for redemption any of the Non-Redeemed Shares (as defined below) pursuant to or in connection with the Approval or (ii) if Shareholder has exercised such
Redemption Rights or otherwise has elected to redeem or tender or submit for redemption any of the Non-Redeemed Shares, Shareholder shall revoke such Redemption Rights, redemption, or tender or submission for
redemption prior to such redemption being accepted by SPAC. For the purpose of this Agreement, Non-Redeemed Shares shall mean an amount of the Class A ordinary shares equal to the lesser of (i) 350,000
Class A ordinary shares, and (ii) 9.9% of the total number of Class A ordinary shares (or any other class of securities of the Company registered under the Securities Act and Exchange Act) that are not to be redeemed, including those
Class A ordinary shares subject to non-redemption agreements with other SPAC shareholders similar to this Agreement on