Proof - tm2038425d2_ex1-1.htm


 


Exhibit 10.2


 


[●], 2021


 


Integrated Energy Transition Acquisition
Corp.


c/o Lamb McErlane PC


24 E. Market Street


West Chester, PA 19381


 


Re:   Initial
Public Offering


 


Ladies and Gentlemen:


 


This letter (this
 “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the
 “Underwriting Agreement”) entered into by and among Integrated Energy Transition Acquisition Corp.,
a Delaware company (the “Company”), Stifel, Nicolaus & Company, Incorporated, (the
 “Underwriter”), relating to an underwritten initial public offering (the “Public
Offering”), of 17,250,000 of the Company’s units (including up to 2,250,000 Units that may be purchased
to cover over-allotments, if any, the “Units”), each comprised of one share of the Company’s
Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and one-half of one
warrant (each, a “Warrant”). Each whole Warrant entitles the holder thereof to purchase one share
of Class A Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering
pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the
Company with the United States Securities and Exchange Commission (the “Commission”) and the
Company shall apply to have the Units listed on the New York Stock Exchange. Certain capitalized terms used herein are
defined in paragraph 9 hereof.


 


In
order to induce the Company and the Underwriters to enter into the Underwriting Agreement and to proceed with the Public Offering
and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Integrated Energy
Partners, LLC, a Delaware limited liability company (the “Sponsor”), and the other undersigned persons
(each such other undersigned persons, an “Insider” and collectively, the “Insiders”),
each hereby agrees, severally but not jointly, with the Company as follows:


 


		1.	The undersigned agrees that if the Company seeks stockholder approval of a proposed initial Business
Combination, then in connection with such proposed initial Business Combination, it, he or she shall (i) vote any Shares owned
by it, him or her in favor of such proposed initial Business Combination and (ii) not redeem any Shares owned by it, him or herin
connection with such stockholder approval.



 


		2.	The undersigned hereby agrees that in the event that the Company fails to consummate a Business
Combination within 24 months from the closing of the Public Offering (or such later period approved by the Company’s stockholders
in accordance with the Company’s amended and restated certificate of incorporation), it, he or she shall take all reasonable
steps to cause the Company to (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible
but not more than 10 business days thereafter, redeem 100% of the shares of Class A Common Stock sold as part of the Units in the
Public Offering (the “Offering Shares”), at a per-share price, payable in cash, equal to the aggregate
amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less up to $100,000
of interest to pay dissolution expenses and net of taxes payable), divided by the number of then outstanding Offering Shares, which
redemption will completely extinguish all Public Stockholders’ rights as stockholders (including the right to receive further
liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption,
subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and
liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and other
requirements of applicable law. The undersigned agrees that he or she will not propose any amendment to the Company’s
amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem
100% of the Offering Shares if the Company does not complete a Business Combination within 24 months from the closing of the Public
Offering or with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity,
unless the Company provides its Public Stockholders with the opportunity to redeem their Offering Shares upon approval of any such
amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including
interest earned on the funds held in the Trust Account (less up to $100,000 of interest to pay dissolution expenses and net of
taxes payable), divided by the number of then outstanding Offering Shares.



 






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The
undersigned acknowledges that it, he or she has no right, title, interest or claim of any kind in or to any monies held in the
Trust Account or any other asset of the Company as a result of any liquidation of the Company with respect to the Founder Shares
held by it, he or she. The undersigned hereby further waives, with respect to any Shares held by him or her, any redemption rights
it, he or she may have in connection with (x) the consummation of a Business Combination, including, without limitation, any such
rights available in the context of a stockholder vote to approve such Business Combination or in the context of a tender offer
made by the Company to purchase shares of Class A Common Stock and (y) a stockholder vote to approve an amendment to the Company’s
amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to allow
redemptions in connection with the Company’s initial Business Combination or to redeem 100% of the Offering Shares if the
Company has not consummated its initial Business Combination within 24 months from the closing of the Public Offering or (B) with
respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity (although the
Sponsor and the Insiders shall be entitled to redemption and liquidation rights with respect to any Offering Shares it or they
hold if the Company fails to consummate a Business Combination within 24 months from the date of the closing of the Public Offering).


 


		3.	Notwithstanding the provisions set forth in paragraphs 6(a) and (b) below, during the period commencing
on the effective date of the Underwriting Agreement and ending 180 days after such date, the Sponsor and each Insider shall not,
without the prior written consent of the Underwriters, (i) offer, pledge, sell, contract to sell, sell any option or contract to
purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose
of, directly or indirectly, or file with, or submit to, the Commission a registration statement under the Securities Act of 1933,
as amended (the “Securities Act”), relating to any Units, shares of Class A Common Stock, Founder Shares, Warrants
or any securities convertible into, or exercisable, or exchangeable for, any Units, shares of Class A Common Stock, Founder Shares,
or Warrants, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other arrangement
that transfers, in whole or in part, any of the economic consequences of ownership of any Units, shares of Class A Common Stock,
Founder Shares, or Warrants or any such other securities, whether any such transaction described in clause (i) or (ii) above is
to be settled by delivery of units or such other securities, in cash or otherwise; provided, however, that the foregoing does not
apply to the forfeiture of any Founder Shares pursuant to their terms or any Transfer of Founder Shares to any current or future
independent director of the company (as long as such current or future independent director transferee is subject to this Letter
Agreement or executes an agreement substantially identical to the terms of this Letter Agreement, as applicable to directors and
officers at the time of such Transfer; and as long as, to the extent any Section 16 reporting obligation is triggered as a result
of such Transfer, any related Section 16 filing includes a practical explanation as to the nature of the Transfer). Each of the
Insiders and the Sponsor acknowledges and agrees that, prior to the effective date of any release or waiver, of the restrictions
set forth in this paragraph 3 or paragraph 7 below, the Company may announce the impending release or waiver by press release through
a major news service at least two business days before the effective date of the release or waiver. The provisions of this paragraph
will not apply if (i) the release or waiver is effected solely to permit a Transfer of securities that is not for consideration
and (ii) the transferee has agreed in writing to be bound by the same terms described in this Letter Agreement to the extent and
for the duration that such terms remain in effect at the time of the Transfer.



 






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		4.	In the event of the liquidation of the Trust Account, the Sponsor (which for purposes of clarification
shall not extend to any other stockholders, members or managers of the Sponsor) agrees to indemnify and hold harmless the Company
against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all legal or
other expenses reasonably incurred in investigating, preparing or defending against any litigation, whether pending or threatened,
or any claim whatsoever) to which the Company may become subject as a result of any claim by (i) any third party (other than the
Company’s independent registered public accounting firm) for services rendered or products sold to the Company or (ii) a
prospective target business with which the Company has discussed entering into a transaction agreement (a “Target”);
provided, however, that such indemnification of the Company by the Sponsor shall apply only to the extent necessary to ensure that
such claims by a third party for services rendered (other than the Company’s independent registered public accounting firm)
or products sold to the Company or a Target do not reduce the amount of funds in the Trust Account to below (i) $10.00 per Offering
Share or (ii) such lesser amount per Offering Share held in the Trust Account as of the date of the liquidation of the Trust Account
due to reductions in the value of the trust assets as of the date of the liquidation of the Trust Account, in each case, net of
the amount of interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any
and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the Underwriters
against certain liabilities, including liabilities under the Securities Act of 1933, as amended. In the event that any such executed
waiver is deemed to be unenforceable against such third party, the Sponsor shall not be responsible to the extent of any liability
for such third party claims. The Sponsor shall have the right to defend against any such claim with counsel of its choice reasonably
satisfactory to the Company if, within 15 days following written receipt of notice of the claim to the Sponsor, the Sponsor notifies
the Company in writing that it shall undertake such defense.



 


		5.	(a) To the extent that the Underwriter does not exercise their option to
purchase up to an additional 2,250,000 Units within 45 days from the date of the Prospectus (and as further described in the Prospectus),
the Sponsor agrees that it shall forfeit, at no cost, a number of Founder Shares in the aggregate equal to 750,000,000 multiplied
by a fraction, (i) the numerator of which is 2,250,000 minus the number of Units purchased by the Underwriters upon the exercise
of their option to purchase additional Units and (ii) the denominator of which is 2,250,000. All references in this Letter Agreement
to Founder Shares of the Company being forfeited shall take effect as a contribution of such Founder Shares to the Company’s
capital as a matter of Delaware law. The forfeiture will be adjusted to the extent that the option to purchase additional Units
is not exercised in full by the Underwriters so that the number of Founder Shares will equal an aggregate of 20.0% of the Company’s
issued and outstanding Shares after the Public Offering. The Initial Stockholders further agree that to the extent that the size
of the Public Offering is increased or decreased, the Company will effect a stock dividend or stock repurchase or redemption, as
applicable, immediately prior to the consummation of the Public Offering in such amount as to maintain the number of Founder Shares
at 20.0% of the Company’s issued and outstanding Shares upon the consummation of the Public Offering. In connection with
such increase or decrease in the size of the Public Offering, then (A) the references to 2,250,000 in the numerator and denominator
of the formula in the first sentence of this paragraph shall be changed to a number equal to 15.0% of the number of shares of Class
A Common Stock included in the Units issued in the Public Offering, (B) the reference to 750,000,000 in the formula set forth in
the first sentence of this paragraph shall be adjusted to, respectively, the total number of Founder Shares that the Sponsor would
have to return to the Company in order for the number of Founder Shares that the Sponsor owns (together with the Insiders) to equal
an aggregate of 20.0% of the Company’s issued and outstanding Shares after the Public Offering.



 






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		6.	(a) The undersigned agrees that it, he or she shall not Transfer any Founder Shares (or shares
of Class A Common Stock issuable upon conversion thereof) until the earlier of (i) one year after the completion of a Business
Combination or earlier if, subsequent to a Business Combination, the last reported sale price of the Class A Common Stock equals
or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like)
for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (ii) the
date following the completion of a Business Combination on which the Company completes a liquidation, merger, share exchange or
other similar transaction that results in all of the Public Stockholders having the right to exchange their shares of Class A Common
Stock for cash, securities or other property (the “Founder Shares Lock-up Period”).



 


(b)
The Sponsor and each Insider agrees that it shall not Transfer any Private Placement Warrants or any shares of Class A Common Stock
issued or issuable upon the exercise of the Private Placement Warrants, until 30 days after the completion of a Business Combination
(the “Private Placement Warrants Lock-Up Period”, together with the Founder Shares Lock-Up Period, the
 “Lock-Up Periods”).


 


(c)
Notwithstanding the provisions set forth in paragraphs 6(a) and (b), Transfers of the Founder Shares, Private Placement Warrants
and shares of Class A Common Stock issued or issuable upon the exercise or conversion of the Private Placement Warrants or the
Founder Shares that are held by the Sponsor, any Insider or any of their permitted transferres are permitted to (i) any the Company’s
officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members of the
Sponsor (as defined below) or any affiliates of the Sponsor (ii) by gift to a member of one of the members of the undersigned’s
immediate family or to a trust, the beneficiary of which is a member of one of the undersigned’s immediate family, an affiliate
of such person or to a charitable organization; (iii) by virtue of laws of descent and distribution upon death of the undersigned;
(iv) pursuant to a qualified domestic relations order; (v) by private sales or transfers made in connection with the consummation
of a Business Combination at prices no greater than the price at which the shares were originally purchased; (vi) by virtue of
the laws of Delaware the limited liability company agreement of the Sponsor upon dissolution of the Sponsor; (vii) in the event
of the Company’s liquidation prior to the completion of a Business Combination; or (viii) in the event of completion of a
liquidation, merger, share exchange or other similar transaction which results in all of the Public Stockholders having the right
to exchange their Class A Common Stock for cash, securities or other property subsequent to the completion of a Business Combination;
provided, however, that in the case of clauses (i) through (vi) these permitted transferees must enter into a written
agreement agreeing to be bound by these transfer restrictions and other applicable restrictions in this Letter Agreement.


 


		7.	The undersigned’s biographical information furnished to the Company and the Underwriter (including
any such information included in the Prospectus) is true and accurate in all respects and does not omit any material information
with respect to the undersigned’s background. The undersigned’s questionnaire furnished to the Company and the Underwriter
is true and accurate in all respects. The undersigned represents and warrants that: the undersigned is not subject to or a respondent
in any legal action for, any injunction, cease-and-desist order or order or stipulation to desist or refrain from any act or practice
relating to the offering of securities in any jurisdiction; the undersigned has never been convicted of, or pleaded guilty to,
any crime (i) involving fraud, (ii) relating to any financial transaction or handling of funds of another person, or (iii) pertaining
to any dealings in any securities and the undersigned is not currently a defendant in any such criminal proceeding; and the undersigned
has never been suspended or expelled from membership in any securities or commodities exchange or association or had a securities
or commodities license or registration denied, suspended or revoked.



 






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		8.	Except as disclosed in the Prospectus, neither the undersigned nor any affiliate of the undersigned
shall receive any finder’s fee, reimbursement, consulting fee, monies in respect of any repayment of a loan or other compensation
prior to, or in connection with any services rendered in order to effectuate the consummation of the Company’s initial Business
Combination (regardless of the type of transaction that it is).



 


		9.	The undersigned hereby agrees and acknowledges that (i) each of the Underwriter and the Company
would be irreparably injured in the event of a breach by the undersigned of his or her obligations under paragraphs 1, 2, 3, 4,
5, 6(a), 6(b) and 8 of this Letter Agreement (ii) monetary damages may not be an adequate remedy for such breach and (iii) the
non-breaching party shall be entitled to injunctive relief, in addition to any other remedy that such party may have in law or
in equity, in the event of such breach.



 


		10.	The undersigned has full right and power, without violating any agreement to which it, he or she
is bound (including, without limitation, any non-competition or non-solicitation agreement with any employer or former employer),
to enter into this Letter Agreement and, as applicable, to serve as an officer of the Company or as a director on the board of
directors of the Company and hereby consents to being named in the Prospectus as an officer and/or director of the Company.



 


		11.	As used herein, (a) “Business Combination” shall
mean a merger, capital share exchange, asset acquisition, share purchase, reorganization or similar business combination, involving
the Company and one or more businesses; (b) “Shares” shall mean, collectively, the shares of Class A
Common Stock and the Founder Shares (c) “Founder Shares” shall mean the 5,750,000 shares of Class B Common
Stock of the Company, par value $0.0001 per share, issued and outstanding immediately prior to the consummation of the Public Offering;
(d) “Public Stockholders” shall mean the holders of securities issued in the Public Offering; (e) “Trust
Account” shall mean the trust fund into which a portion of the net proceeds of the Public Offering shall be deposited;
(f) “Private Placement Warrants” shall mean the Warrants to purchase an aggregate of 5,500,000 shares
(or 5,950,000 shares if the over-allotment option is exercised in full) of Class A Common Stock of the Company that the Sponsor
has agreed to purchase for an aggregate purchase price of $5,500,000 (or $5,950,000 if the over-allotment option is exercised in
full), or $1.00 per Warrant, in a private placement that shall occur substantially concurrently with the consummation of the Public
Offering; (f) Initial Stockholders shall mean the Sponsor and any Insider that holds Founders Shares; and (h) “Transfer”
shall mean the (i) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase
or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position
or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities Exchange
Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder with respect to, any security,
(ii) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences
of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise,
or (iii) public announcement of any intention to effect any transaction specified in clause 9(h)(i) or 9(h)(ii).



 



 






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		12.	This Letter Agreement constitutes the entire agreement and understanding of the parties hereto
in respect of the subject matter hereof and supersedes all prior understandings, agreements, or representations by or among the
parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof or the transactions contemplated
hereby. This Letter Agreement may not be changed, amended, modified or waived (other than to correct a typographical error) as
to any particular provision, except by a written instrument executed by the parties hereto.



 


		13.	Neither party hereto may assign either this Letter Agreement or any of its rights, interests, or
obligations hereunder without the prior written consent of the other party. Any purported assignment in violation of this paragraph
shall be void and ineffectual and shall not operate to transfer or assign any interest or title to the purported assignee. This
Letter Agreement shall be binding on the undersigned and each of his or her respective successors, heirs, personal representatives
and assigns.



 


		14.	This Letter Agreement shall be governed by and construed and enforced in accordance with the laws
of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive
laws of another jurisdiction. The parties hereto (a) agree that any action, proceeding, claim or dispute arising out of, or relating
in any way to, this Letter Agreement shall be brought and enforced in the courts of New York City, in the State of New York, and
irrevocably submit to such jurisdiction and venue, which jurisdiction and venue shall be exclusive, and (b) waive any objection
to such exclusive jurisdiction and venue or that such courts represent an inconvenient forum.



 


		15.	Any notice, consent or request to be given in connection with any of the terms or provisions of
this Letter Agreement shall be in writing and shall be sent by express mail or similar private courier service, by certified mail
(return receipt requested), by hand delivery or facsimile transmission.



 


		16.	This Letter Agreement shall terminate on the earlier of (a) the expiration of the Lock-up Periods,
or (b) the liquidation of the Company; provided, however, that paragraph 4 of this Letter Agreement shall
survive such liquidation.



  


[Signature page
follows.]


 






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	 	Sincerely,
	 
		 
	 	 







 


	Acknowledged and Agreed:	 
	 	 
	INTEGRATED ENERGY TRANSITION ACQUISITION CORP.	 
	 	 
	By:  		 
	 	Name: 	 
	 	Title: 	 


  



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