0001193125-21-323189 Sample Contracts

FORM OF INDEMNITY AGREEMENT
Indemnification 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”).

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10,000,000 Units Integral Acquisition Corporation 1 UNDERWRITING AGREEMENT
Underwriting Agreement • November 8th, 2021 • Integral Acquisition Corp 1 • Blank checks • New York
WARRANT AGREEMENT
Warrant 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”).

FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • November 8th, 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 REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT
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”).

FORM OF PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT
Private Placement Warrants Purchase Agreement • November 8th, 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”).

FORWARD PURCHASE AGREEMENT
Forward 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”).

FORWARD PURCHASE AGREEMENT
Forward 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 Crescent Park Management, L.P. (the “Purchaser”).

CONSULTING SERVICES AGREEMENT
Consulting 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.”

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