Integrated Energy Transition Acquisition Corp. Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 25th, 2022 • Integrated Energy Transition Acquisition Corp. • Blank checks • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [________], 2022, is made and entered into by and among Integrated Energy Transition Acquisition Corp., a Delaware corporation (the “Company”) and Integrated Energy Partners, LLC, a Delaware limited liability company (the “Sponsor” and, together with 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”).

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UNDERWRITING AGREEMENT between INTEGRATED ENERGY TRANSITION ACQUISITION CORP. and CANTOR FITZGERALD & CO. As Representative of the Underwriters Dated: [ ], 2021 INTEGRATED ENERGY TRANSITION ACQUISITION CORP. UNDERWRITING AGREEMENT
Underwriting Agreement • January 25th, 2022 • Integrated Energy Transition Acquisition Corp. • Blank checks • New York

The undersigned, Integrated Energy Transition Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor Fitzgerald” or the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows:

INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • January 25th, 2022 • Integrated Energy Transition Acquisition Corp. • Blank checks • New York

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [______], 2022 by and between Integrated Energy Transition Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).

INDEMNITY AGREEMENT
Indemnity Agreement • January 25th, 2022 • Integrated Energy Transition Acquisition Corp. • Blank checks • Delaware

This INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2022, by and between Integrated Energy Transition Acquisition Corp., a Delaware corporation (the “Company”), and __________ (“Indemnitee”).

WARRANT AGREEMENT INTEGRATED ENERGY TRANSITION ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY
Warrant Agreement • January 25th, 2022 • Integrated Energy Transition Acquisition Corp. • Blank checks • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated as of [______], 2022, is by and between Integrated Energy Transition Acquisition Corp. , a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).

Integrated Energy Transition Acquisition Corp. c/o Lamb McErlane PC West Chester, PA 19381
Integrated Energy Transition Acquisition Corp. • April 9th, 2021 • Blank checks • Delaware

Integrated Energy Transition Acquisition Corp., a Delaware corporation (the “Company,” “we” or “us”), is pleased to accept the offer made by Integrated Energy Partners, LLC, a Delaware limited liability company (“Subscriber” or “you”), to purchase 8,625,000 shares (the “Shares”) of Class B common stock of the Company, $0.0001 par value per share (“Common Stock”), up to 1,125,000 of which are subject to forfeiture by you to the extent that the underwriters of the initial public offering (“IPO”) of the Company’s units, each comprised of one share of Common Stock and one-half warrant to purchase one share of Common Stock (“Units”), do not fully exercise their option to purchase additional Units to cover over-allotments, if any (the “Over-allotment Option”). The terms of the sale by the Company of the Shares to Subscriber, and the Company and Subscriber’s agreements regarding the Shares, are as follows:

PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT
Private Placement Warrants Purchase Agreement • January 25th, 2022 • Integrated Energy Transition Acquisition Corp. • Blank checks • New York

THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [•], 2022 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between Integrated Energy Transition Acquisition Corp., a Delaware corporation (the “Company”), and Integrated Energy Partners, LLC, a Delaware limited liability company (the “Purchaser”).

PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT
Private Placement Warrants Purchase Agreement • January 25th, 2022 • Integrated Energy Transition Acquisition Corp. • Blank checks • New York

This PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (this “Agreement”) is made as of the [•] day of [•] 2022, by and among Integrated Energy Transition Acquisition Corp., a Delaware corporation (the “Company”), Cantor Fitzgerald & Co. (“Cantor”) and Odeon Capital Group, LLC (the “Subscribers”).

AMENDMENT NO. 1 TO THE PROMISSORY NOTE
The Promissory Note • January 25th, 2022 • Integrated Energy Transition Acquisition Corp. • Blank checks • Delaware

THIS AMENDMENT NO. 1 TO THE PROMISSORY NOTE (this “Agreement”), dated as of August 18, 2021, by and between Integrated Energy Transition Acquisition Corp., a Delaware corporation (the “Maker”) and Integrated Energy Partners, LLC (the “Payee”).

AMENDMENT NO. 1 TO THE PROMISSORY NOTE
The Promissory Note • October 25th, 2021 • Integrated Energy Transition Acquisition Corp. • Blank checks • Delaware

THIS AMENDMENT NO. 1 TO THE PROMISSORY NOTE (this “Agreement”), dated as of August 18, 2021, by and between Integrated Energy Transition Acquisition Corp., a Delaware corporation (the “Maker”) and Integrated Energy Partners, LLC (the “Payee”).

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