Integral Acquisition Corporation 1

Exhibit 10.1

Integral Acquisition Corporation 1

000 Xxxxxxx Xxxxxx

New York, New York 10065

December 8, 2023

Carnegie Park Capital LLC

000 Xxxx 00xx Xx #0000

New York NY 10128

Attention: Xxxxxx Xxxx

Re:     Termination of Forward Purchase Agreement

Dear Xx. Xxxx:

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.

Sincerely,
By:		/s/ Xxxxxxx Xxxx
Name:		Xxxxxxx Xxxx
Title:		Chief Executive Officer

Accepted: As of the date first written above
Carnegie Park Capital LLC
By:		/s/ Xxx Xxxx
Name:		Xxx Xxxx
Title:		Managing Partner