Form of Commitment Letter between Integral Sponsor LLC and Anchor Investors
[ ], 2021
Dear Integral Sponsor LLC,
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).
Subscriber (i) commits to purchase limited liability company interests (the Interests) of the Company for a purchase price of $[ ] and (ii) hereby expresses an interest to purchase a number units, consisting of (A) of one share of Class A common stock of the SPAC (Public Shares) and one-half of one redeemable warrant of Class A common stock of the SPAC, that are sold to the public in the IPO (the Units) equal to [ ]% of the number of such Units in the IPO (excluding any Units sold by virtue of the underwriters exercise of their over-allotment option) (the Purchased Units). In conjunction with such purchase of Interests, the Amended and Restated Limited Liability Company Operating Agreement of the Company (to be entered into at the time of the IPO) (the Operating Agreement) will reflect the allocation to Subscriber of [ ] shares of Class B common stock of the SPAC (the Founder Shares) held by the Company at the time of the IPO.
Subscriber will fund the purchase price of the Interests to the Company at least one business day prior to the date the SPAC is expected to price its securities for sale to the public (provided that the Company provides Subscriber with reasonable advanced notice of such expected pricing date) (the Closing Date). The Founder Shares do not participate in the trust fund (Trust Fund) established by the SPAC for the benefit of its public shareholders as described in the registration statement to be filed in connection with the IPO (Registration Statement), and in the event the SPAC does not consummate an initial Business Combination, the Founder Shares will expire worthless. The Company will retain voting and dispositive power over Subscribers Founder Shares until the consummation of the Business Combination, following which time the Company will distribute such Founder Shares to Subscriber (subject to applicable lock-up restrictions, as described below or that are agreed to by the Company pursuant to the terms of the Business Combination). If (i) the closing of the IPO has not occurred for any reason by December 31, 2021 or (ii) the Company is liquidated or dissolved prior to the Closing Date, then, unless Subscriber otherwise agrees in writing, this agreement shall terminate and be of no further force or effect.
Subscriber agrees that, in consideration of the subscription for Interests as contemplated hereby, it does not have any right, title, interest or claim of any kind in or to any monies of the Trust Fund (Claim) and hereby waives any Claim it may have in the future against the SPAC and will not seek recourse against the Trust Fund for any reason whatsoever. Notwithstanding the foregoing, Subscriber may participate in liquidation distributions with respect to any Public Shares of the SPAC purchased directly by Subscriber in the IPO or in the open market.