15,000,000 Units Industrial Tech Acquisitions II, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • December 3rd, 2021 • Industrial Tech Acquisitions II, Inc. • Blank checks • New York
Industrial Tech Acquisitions II, Inc., a Delaware corporation (the “Company”), proposes to sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you are acting as representative (the “Representative”), 15,000,000 units (the “Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 2,250,000 additional units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriters, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein
WARRANT AGREEMENTWarrant Agreement • December 3rd, 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”).
Industrial Tech Acquisitions II, Inc. Houston, Texas 77056Securities Subscription Agreement • January 25th, 2021 • Industrial Tech Acquisitions II, Inc. • Blank checks • New York
This agreement (the “Agreement”) is entered into on January 8, 2021 by and between Industrial Tech Partners II, LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Industrial Tech Acquisitions II, Inc., 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 4,312,500 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 562,500 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:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 3rd, 2021 • Industrial Tech Acquisitions II, Inc. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2021, is made and entered into by and among Industrial Tech Acquisitions II, Inc., a Delaware corporation (the “Company”) and Industrial Tech Partners II, LLC, a Delaware limited liability company (the “Sponsor,” 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”).
Industrial Tech Acquisitions II, Inc. Houston, TX 77056Underwriting Agreement • December 3rd, 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
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 3rd, 2021 • Industrial Tech Acquisitions II, Inc. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ], 2021, by and between Industrial Tech Acquisitions II, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTWarrant Purchase Agreement • December 3rd, 2021 • Industrial Tech Acquisitions II, Inc. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [ ], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Industrial Tech Acquisitions II, Inc., a Delaware corporation (the “Company”) and Industrial Tech Partners II, LLC, a Delaware limited liability company (the “Purchaser”).
AGREEMENT AND PLAN OF MERGERMerger Agreement • November 21st, 2022 • Industrial Tech Acquisitions II, Inc. • Blank checks • Delaware
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of November 21, 2022 by and among (i) Industrial Tech Acquisitions II, Inc., a Delaware corporation (the “Purchaser”), (ii) ITAQ Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of the Purchaser (“Merger Sub”), and (iii) NEXT Renewable Fuels, Inc., a Delaware corporation (the “Company”). The Purchaser, Merger Sub and the Company are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”.
FORM OF INDEMNITY AGREEMENTIndemnification 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”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • March 22nd, 2021 • Industrial Tech Acquisitions II, Inc. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [ ], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Industrial Tech Acquisitions II, Inc., a Delaware corporation (the “Company”) and Industrial Tech Partners II, LLC, a Delaware limited liability company (the “Purchaser”).
FORM OF VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • April 20th, 2023 • Industrial Tech Acquisitions II, Inc. • Industrial organic chemicals • Delaware
This Voting and Support Agreement (this “Agreement”) is made as of April 14, 2023, by and among (i) Industrial Tech Acquisitions II, Inc., a Delaware corporation (together with its successors, the “Purchaser”), (ii) NEXT Renewable Fuels, Inc., a Delaware corporation (the “Company”), and (iii) the undersigned holder (“Holder”) of capital stock and/or securities convertible into capital stock of the Company. Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement.
WARRANT TO PURCHASE SHARESWarrant Agreement • July 20th, 2023 • Industrial Tech Acquisitions II, Inc. • Industrial organic chemicals • Delaware
This Warrant is issued in connection with the transactions described in the Subscription Agreement dated as of even date herewith between United and the Company and is one of a series of warrants issued to the Holder on such date.
NEXT Renewable Fuels, Inc.Investor Rights Letter Agreement • July 20th, 2023 • Industrial Tech Acquisitions II, Inc. • Industrial organic chemicals
This letter agreement (this “Letter Agreement”) will confirm our agreement that pursuant to and effective as of United’s purchase of shares of Common Stock under the Subscription Agreement, United shall be entitled to the following additional rights for so long as it holds any of the Company’s securities:
SPONSOR VOTING AGREEMENTVoting Agreement • November 21st, 2022 • Industrial Tech Acquisitions II, Inc. • Blank checks • Delaware
This Voting Agreement (this “Agreement”) is made as of November 21, 2022, by and among (i) NEXT Renewable Fuels, Inc., a Delaware corporation (the “Company”), (ii) Industrial Tech Acquisitions II, Inc., a Delaware corporation (together with its successors, “Purchaser”), and (iii) the undersigned stockholder of Purchaser (“Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement (as defined below).
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • November 21st, 2022 • Industrial Tech Acquisitions II, Inc. • Blank checks • Delaware
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of November 14, 2022 by and among (i) Industrial Tech Acquisitions II, Inc., a Delaware corporation, (including any successor entity thereto, the “Purchaser”) and (ii) the undersigned (“Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement (defined below).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 20th, 2023 • Industrial Tech Acquisitions II, Inc. • Industrial organic chemicals • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made as of November 10, 2022, by and between NEXT Renewable Fuels, Inc., a Delaware corporation (the “Company”), and United Airlines Ventures, Ltd. (“United”).
MUTUAL TERMINATION AND RELEASE AGREEMENTMutual Termination and Release Agreement • November 1st, 2023 • Industrial Tech Acquisitions II, Inc. • Industrial organic chemicals
THIS MUTUAL TERMINATION AND RELEASE AGREEMENT (this “Agreement”), is made and entered into this 31st day of October, 2023 (“Effective Date”), by and among Industrial Tech Acquisitions II, Inc., a Delaware corporation (the “Purchaser”), ITAQ Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of ITAQ (“Merger Sub”), Next Renewable Fuels, Inc., a Delaware corporation (the “Company”), and Industrial Tech Partners II, LLC, a Delaware limited liability company (the “Sponsor” and, together with Purchaser, Merger Sub and the Company, the “Parties” and each, individually, a “Party”). Capitalized terms used but not defined herein shall have the meanings given to them in the Merger Agreement (defined below).
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER April 14, 2023Agreement and Plan of Merger • April 20th, 2023 • Industrial Tech Acquisitions II, Inc. • Industrial organic chemicals • Delaware
THIS AMENDMENT to the Agreement and Plan of Merger, dated as of November 21, 2022 (the “Agreement”), by and among Industrial Tech Acquisitions II, Inc., a Delaware corporation (the “Purchaser”), (ii) ITAQ Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of the Purchaser (“Merger Sub”), and (iii) NEXT Renewable Fuels, Inc., a Delaware corporation (the “Company”). Capitalized terms used herein but not defined herein shall have the meanings ascribed to them in the Agreement.
FORM OF NON-COMPETITION AND NON-SOLICITATION AGREEMENTNon-Competition and Non-Solicitation Agreement • November 21st, 2022 • Industrial Tech Acquisitions II, Inc. • Blank checks • Delaware
THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is being executed and delivered as of [●], 2022, by [___]1 (the “Subject Party”) in favor of and for the benefit of Industrial Tech Acquisitions II, Inc., a Delaware corporation, (including any successor entity thereto, the “Purchaser”), NEXT Renewable Fuels, Inc., a Delaware corporation (the “Company”), and each of the Purchaser’s and/or the Company’s respective present and future Affiliates, successors and direct and indirect Subsidiaries (collectively with the Purchaser and the Company, the “Covered Parties”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement.
Industrial Tech Acquisitions, Inc.Administrative Support Agreement • March 22nd, 2021 • Industrial Tech Acquisitions II, Inc. • Blank checks • New York
This letter agreement by and between Industrial Tech Acquisitions, Inc. (the “Company”) and Industrial Tech Partners II, LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENTRight of First Refusal and Co-Sale Agreement • July 20th, 2023 • Industrial Tech Acquisitions II, Inc. • Industrial organic chemicals • Delaware
THIS RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT (this “Agreement”), is made as of November 10, 2022 by and among NEXT Renewable Fuels, Inc., a Delaware corporation (the “Company”), United Airlines Ventures, Ltd. (together with any person to whom it assigns its rights pursuant to this Agreement, the “Investor”) and the Other Shareholders (as defined below) listed on Schedule A.
SUBSCRIPTION AGREEMENTSubscription Agreement • July 20th, 2023 • Industrial Tech Acquisitions II, Inc. • Industrial organic chemicals
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on November 10, 2022, by and between NEXT Renewable Fuels, Inc., a Delaware corporation (the “Issuer”), and Subscriber party set forth on the signature page hereto (“Subscriber”).
