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).
WHEREAS, the Company is engaged in an initial public offering (the Offering) of units of the Companys equity securities, each such unit comprised of one share of Class A common stock of the Company, par value $0.0001 per share (Common Stock) and one-half of a redeemable Public Warrant (as defined below) (the Units) and, in connection therewith, has determined to issue and deliver up to 5,000,000 warrants (or up to 5,750,000 warrants if the Over-allotment Option (as defined below) is exercised in full) to public investors in the Offering (the Public Warrants);
WHEREAS, the Company entered into that certain Private Placement Warrants Purchase Agreement with Integral Sponsor LLC, a Delaware limited liability company (the Sponsor), pursuant to which the Sponsor agreed to purchase an aggregate of 4,860,000 private placement warrants (or up to 4,935,000 private placement warrants if the Over-allotment Option is exercised in full) simultaneously with the closing of the Offering, each bearing the legend set forth in Exhibit A hereto (the Private Placement Warrants);
WHEREAS, in order to finance the Companys transaction costs in connection with an intended initial Business Combination (as defined below), the Sponsor or an affiliate of the Sponsor or the Companys officers and directors may, but are not obligated to, loan to the Company funds as the Company may require, of which up to $1,500,000 of such loans may be convertible into up to an additional 1,500,000 warrants at a price of $1.00 per warrant, which will be identical to the Private Placement Warrants (the Working Capital Warrants, and, together with the Private Placement Warrants and the Public Warrants, the Warrants);
WHEREAS, the Company has entered into a Forward Purchase Agreement (each, a Forward Purchase Agreement), dated as of August 23, 2021 with each of Crescent Park Management, L.P. and Carnegie Park Capital LLC (together, the Forward Purchasers), pursuant to which the Forward Purchasers agreed to purchase up to 2,500,000 shares of Common Stock in the case of Crescent Park Management, L.P. and up to 500,000 shares of Common Stock in the case of Carnegie Park Capital LLC (referred to herein as the Forward Purchase Shares) at $10.00 per share (as such price per share may be reduced to $9.20 per share or further reduced to below $9.20 per share with respect to all or part of the Forward Purchase Shares that are purchased in the manner described in the Forward Purchase Agreements) in private placements that will occur concurrently with the consummation of the Companys initial Business Combination.
WHEREAS, each Warrant entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment as described herein;
WHEREAS, the Company has filed with the U.S. Securities and Exchange Commission (the Commission) a registration statement on Form S-1, File No. 333-257058 (the Registration Statement) and prospectus (the Prospectus), for the registration, under the Securities Act of 1933, as amended (the Securities Act) of the Units, the Public Warrants and the shares of Common Stock included in the Units;
WHEREAS, the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants;
WHEREAS, the Company desires to provide for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised, and the respective rights, limitation of rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants; and
WHEREAS, all acts and things have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company and countersigned by or on behalf of the Warrant Agent, as provided herein, the valid, binding and legal obligations of the Company, and to authorize the execution and delivery of this Agreement.
NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:
1. Appointment of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company for the Warrants, and the Warrant Agent hereby accepts such appointment and agrees to perform the same in accordance with the terms and conditions set forth in this Agreement.