0001013762-21-000136 Sample Contracts

WARRANT AGREEMENT
Warrant Agreement • October 4th, 2021 • Industrial Tech Acquisitions II, Inc. • Blank checks • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated as of [____], 2021, is by and between Industrial Tech Acquisitions II, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).

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Industrial Tech Acquisitions II, Inc. Houston, TX 77056
Letter Agreement • October 4th, 2021 • Industrial Tech Acquisitions II, Inc. • Blank checks

This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Industrial Tech Acquisitions II, Inc., a Delaware corporation (the “Company”), and Wells Fargo Securities, LLC and Maxim Group LLC, as representatives (the “Representatives”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 17,250,000 of the Company’s units (including up to 2,250,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one redeemable warrant. Each whole warrant (a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public O

FORM OF INDEMNITY AGREEMENT
Indemnity Agreement • October 4th, 2021 • Industrial Tech Acquisitions II, Inc. • Blank checks • Delaware

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2021, by and between Industrial Tech Acquisitions II, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).

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