WARRANT AGREEMENTWarrant Agreement • October 20th, 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”).
10,000,000 Units Integral Acquisition Corporation 1 UNDERWRITING AGREEMENTUnderwriting Agreement • September 24th, 2021 • Integral Acquisition Corp 1 • Blank checks • New York
INTEGRAL ACQUISITION CORPORATION 1 New York, NY 10065Integral Acquisition Corp 1 • September 3rd, 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 • September 3rd, 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”).
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTTrust Agreement • September 24th, 2021 • Integral Acquisition Corp 1 • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [•], 2021 by and between Integral Acquisition Corporation 1, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
FORM OF PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • September 24th, 2021 • Integral Acquisition Corp 1 • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [•], 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among Integral Acquisition Corporation 1, a Delaware corporation (the “Company”), and Integral Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
Integral Acquisition Corporation 1 New York, New York 10065Letter Agreement • September 24th, 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”).
BUSINESS COMBINATION AGREEMENT by and among INTEGRAL ACQUISITION CORPORATION 1, FB PARENT LIMITED, GAUCHO MS, INC., FLYBONDI LIMITED and THE SHAREHOLDERS OF FLYBONDI LIMITED NAMED HEREIN, dated as of October 19, 2023Business Combination Agreement • October 25th, 2023 • Integral Acquisition Corp 1 • Blank checks • New York
This Business Combination Agreement, dated as of October 19, 2023 (this “Agreement”), is made and entered into by and among Integral Acquisition Corporation 1, a Delaware corporation (“SPAC”), FB Parent Limited, a limited company incorporated under the laws of England and Wales (“TopCo”), Gaucho MS, Inc., a Delaware corporation and wholly-owned Subsidiary of TopCo (“Merger Sub” and, together with TopCo, the “TopCo Parties” and each, a “TopCo Party”), and Flybondi Limited, a private limited company incorporated under the laws of England and Wales (the “Company”), each of the holders of the Company’s outstanding shares that are named on Annex I hereto and that have executed and delivered a copy of this Agreement as of the date hereof, each of which is a Key Company Shareholder (as defined below) (collectively, the “Signing Sellers”), and each of the other holders of the Company’s outstanding shares and/or options that after the date hereof execute and deliver to SPAC, TopCo and the Compa
Integral Acquisition Corporation 1Integral Acquisition Corp 1 • December 13th, 2023 • Blank checks
Pursuant to Section 8 of the forward purchase agreement (the “FPA”) by and between Integral Acquisition Corporation 1 (the “Company”) and Crescent Park Management, L.P., dated August 23, 2021, this letter serves as the Company’s notice that it is terminating the FPA with an effective termination date of November 30, 2023. Except as specifically provided in the section labeled “General Provisions” in the FPA, the FPA is hereby deemed null, void and of no further force or effect, and all obligations and liabilities of the parties under the FPA or otherwise related to any proposed offering under the FPA are terminated. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain FPA.
Integral Acquisition Corporation 1Integral Acquisition Corp 1 • December 13th, 2023 • Blank checks
Pursuant to Section 8 of the forward purchase agreement (the “FPA”) by and between Integral Acquisition Corporation 1 (the “Company”) and Carnegie Park Capital LLC, dated August 23, 2021, this letter serves as the Company’s notice that it is terminating the FPA with an effective termination date of November 30, 2023. Except as specifically provided in the section labeled “General Provisions” in the FPA, the FPA is hereby deemed null, void and of no further force or effect, and all obligations and liabilities of the parties under the FPA or otherwise related to any proposed offering under the FPA are terminated. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain FPA.
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • September 3rd, 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 Crescent Park Management, L.P. (the “Purchaser”).
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • October 25th, 2023 • Integral Acquisition Corp 1 • Blank checks • New York
THIS LOCK-UP AGREEMENT (this “Agreement”), dated as of [•], 2024, is made and entered into by and among FB Parent Limited, a limited company incorporated under the laws of England and Wales (the “Company”), Integral Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), the undersigned parties listed under “SPAC Holders” on the signature page(s) hereto (the Sponsor and each such party, a “SPAC Holder,” and, such parties collectively, including the Sponsor, the “SPAC Holders”), and the undersigned parties listed under “Flybondi Holders” on the signature page(s) hereto (each such party, a “Flybondi Holder,” and, collectively, the “Flybondi Holders”). The SPAC Holders, the Flybondi Holders, and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 2 or Section 3(g) of this Agreement, are each referred to herein as a “Holder,” and, collectively, the “Holders.” Capitalized terms used but not otherwise defined in this Agreement shall have the m
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • October 25th, 2023 • Integral Acquisition Corp 1 • Blank checks
This Sponsor Support Agreement (this “Agreement”) is entered into on October 19, 2023 by and among Integral Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Integral Acquisition Corporation 1, a Delaware corporation (“SPAC”) and Flybondi Limited, a private limited company incorporated under the laws of England and Wales (the “Company”). The Sponsor, SPAC and the Company are sometimes collectively referred to herein as the “Parties”, and each of them is sometimes individually referred to herein as a “Party”. Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement referenced below.
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 25th, 2023 • Integral Acquisition Corp 1 • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [•], 2024, is made and entered into by and among FB Parent Limited, a limited company incorporated under the laws of England and Wales (the “Company”), Integral Acquisition Corporation 1, a Delaware corporation (the “SPAC”), Integral Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), the undersigned parties listed under “SPAC Holders” on the signature page(s) hereto (the Sponsor and each such party, a “SPAC Holder,” and, such parties collectively, including the Sponsor, the “SPAC Holders”), and the undersigned parties listed under “Flybondi Holders” on the signature page(s) hereto (each such party, a “Flybondi Holder,” and, collectively, the “Flybondi Holders”). The SPAC Holders, the Flybondi Holders, and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 or Section 5.10 of this Agreement, are each referred to herein as a “Holder,” and, collectively, the “Holder
AMENDMENT NO. 1 TO SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • July 9th, 2024 • Integral Acquisition Corp 1 • Blank checks • New York
This AMENDMENT NO. 1 (this “Amendment”), dated as of July 2, 2024, to the Sponsor Support Agreement, dated as of October 19, 2023 (the “Sponsor Support Agreement”), is made by and among Integral Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Integral Acquisition Corporation 1, a Delaware corporation (“SPAC”) and Flybondi Limited (Company Number: 10178160), a private limited company incorporated under the laws of England and Wales (the “Company”). The Sponsor, SPAC and the Company are sometimes collectively referred to herein as the “Parties”, and each individually as a “Party”. Capitalized terms not otherwise defined in this Amendment have the meanings given to such terms in the Sponsor Support Agreement.
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.”
Form of Commitment Letter between Integral Sponsor LLC and Anchor InvestorsIntegral Acquisition Corp 1 • September 24th, 2021 • Blank checks
This letter agreement sets forth the terms of the agreement between Integral Sponsor LLC, a Delaware limited liability company (the “Company”), and [ ] (“Subscriber”). The Company is the sponsor of Integral Acquisition Corporation 1, a Delaware corporation (the “SPAC”), which is a blank check company formed for the purpose of acquiring one or more businesses or entities (a “Business Combination”), which intends to register its securities under the Securities Act of 1933, as amended (the “Securities Act”), in connection with its initial public offering (“IPO”).
SECOND AMENDMENT TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • October 3rd, 2024 • Integral Acquisition Corp 1 • Blank checks
This Second Amendment (“Second Amendment”) to the Business Combination Agreement (as defined below) is made and entered into as of October 1, 2024 by and among Integral Acquisition Corporation 1, a Delaware corporation (“SPAC”), Flybondi Holdings plc, a public limited company incorporated under the laws of England and Wales (“TopCo”), Gaucho MS, Inc., a Delaware corporation and wholly-owned Subsidiary of TopCo (“Merger Sub” and, together with TopCo, the “TopCo Parties” and each, a “TopCo Party”), and Flybondi Limited, a private limited company incorporated under the laws of England and Wales (the “Company”) and the Joining Sellers set forth on the signature pages hereto (the “Joining Sellers”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Business Combination Agreement (defined below).
ASSIGNMENT, NOVATION AND AMENDMENT AGREEMENTAssignment, Novation and Amendment Agreement • July 9th, 2024 • Integral Acquisition Corp 1 • Blank checks
This ASSIGNMENT, NOVATION AND AMENDMENT AGREEMENT (this “Agreement”) is made by and among FB Parent Limited (Company Number: 15181508), a limited company incorporated under the laws of England and Wales (the “Assignor”), Flybondi Holdings plc (Company Number: 15529690), a public limited company incorporated under the laws of England and Wales (the “Assignee”), Integral Acquisition Corporation 1, a Delaware corporation (“SPAC”), Gaucho MS, Inc., a Delaware corporation (“Merger Sub”), Flybondi Limited (Company Number: 10178160), a private limited company incorporated under the laws of England and Wales (“Flybondi”) and the Joining Sellers set forth on the signature pages hereto (the “Joining Sellers” and, together with the Assignor, SPAC, Merger Sub and Flybondi, the “BCA Parties”) as of July 2, 2024 (“Effective Date”).
INTEGRAL ACQUISITION CORPORATION 1 New York, New York 10065Letter Agreement • September 3rd, 2021 • Integral Acquisition Corp 1 • Blank checks • New York
This letter agreement (this “Agreement”) by and between Integral Acquisition Corporation 1 (the “Company”) and Integral Sponsor 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 completion 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”):
