FORM OF REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT
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).
WHEREAS, the Company has 2,875,000 shares of Class B common stock, par value $0.0001 per share (the Founder Shares), issued and outstanding, up to 375,000 of which will be forfeited to the Company for no consideration depending on the extent to which the underwriters of the Companys initial public offering exercise their over-allotment option;
WHEREAS, the Founder Shares are convertible into shares of the Companys Class A common stock, par value $0.0001 per share (the Common Stock), on the terms and conditions provided in the Companys amended and restated certificate of incorporation;
WHEREAS, on , 2021, the Company and the Sponsor entered into that certain Private Placement Warrants Purchase Agreement (the Private Placement Warrants Purchase Agreement), pursuant to which the Sponsor agreed to purchase 4,860,000 private placement warrants (or, if the underwriters over-allotment option is exercised, up to 4,935,000 private placement warrants) (the Private Placement Warrants) in a private placement transaction occurring simultaneously with the closing of the Companys initial public offering;
WHEREAS, in order to finance the Companys transaction costs in connection with its search for and consummation of an initial Business Combination (as defined below), the Sponsor or an affiliate of the Sponsor or certain of the Companys officers and directors may loan to the Company funds as the Company may require, of which up to $1,500,000 of such loans may be convertible into private placement-equivalent warrants (Working Capital Warrants) at a price of $1.00 per warrant at the option of the lender;
WHEREAS, the Company and certain forward purchasers have entered in certain forward purchase agreements in connection with the Companys initial public offering pursuant to which the Company has granted to such forward purchasers certain registration rights as described herein, which may result in forward purchasers being considered as Holders hereunder; and
WHEREAS, the Company and the Holders desire to enter into this Agreement, pursuant to which the Company shall grant the Holders certain registration rights with respect to certain securities of the Company, as set forth in this Agreement.
NOW, THEREFORE, in consideration of the representations, covenants and agreements contained herein, and certain other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:
Section 1.1 Definitions. The terms defined in this Article I shall, for all purposes of this Agreement, have the respective meanings set forth below:
Adverse Disclosure shall mean any public disclosure of material non-public information, which disclosure, in the good faith judgment of the Chief Executive Officer or principal financial officer of the Company,