WARRANT AGREEMENTWarrant Agreement • November 8th, 2021 • Integral Acquisition Corp 1 • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [•], 2021, is by and between Integral Acquisition Corporation 1, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent,” and also referred to herein as the “Transfer Agent”).
INTEGRAL ACQUISITION CORPORATION 1 New York, NY 10065Integral Acquisition Corp 1 • November 8th, 2021 • Blank checks • New York
This agreement (the “Agreement”) is entered into on February 16, 2021 by and between Integral Sponsor LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Integral Acquisition Corporation 1, a Delaware corporation (the “Company”, “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 2,875,000 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 375,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • November 8th, 2021 • Integral Acquisition Corp 1 • Blank checks • Delaware
This INDEMNITY AGREEMENT (this “Agreement”) is made as of [•], 2021, by and between Integral Acquisition Corporation 1, a Delaware corporation (the “Company”), and ___________ (“Indemnitee”).
Integral Acquisition Corporation 1 New York, New York 10065Letter Agreement • November 8th, 2021 • Integral Acquisition Corp 1 • 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 Integral Acquisition Corporation 1, a Delaware corporation (the “Company”), and Wells Fargo Securities, LLC, as representative (the “Representative”) of the underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 11,500,000 of the Company’s units (including up to 1,500,000 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 “Class A Common Stock”), and one half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined b
FORM OF REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTForm of Registration and Shareholder Rights Agreement • November 8th, 2021 • Integral Acquisition Corp 1 • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of [•], 2021, is made and entered into by and among Integral Acquisition Corporation 1, a Delaware corporation (the “Company”), Integral Sponsor LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • November 8th, 2021 • Integral Acquisition Corp 1 • Blank checks • New York
This Forward Purchase Agreement (as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”) is entered into and effective as of August 23, 2021, by and between Integral Acquisition Corporation 1, a Delaware corporation (the “Company”), and Carnegie Park Capital LLC, a Delaware limited liability company (the “Purchaser”).
CONSULTING SERVICES AGREEMENTConsulting Services Agreement • November 8th, 2021 • Integral Acquisition Corp 1 • Blank checks • New York
This Consulting Services Agreement (this “Agreement”) is made effective as of [•], 2021 (“Effective Date”) by and between Integral Acquisition Corporation 1, a Delaware Corporation (“Integral”), and [•], a [•] company formed in [•] (the “Consultant”). Consultant and Integral are sometimes individually referred to in this Agreement as a “Party” and collectively as the “Parties.”
