Attached files

file filename
EX-99.6 - CONSENT OF HARVIN MOORE - Industrial Tech Acquisitions II, Inc.fs12021ex99-6_industrial2.htm
EX-99.5 - CONSENT OF ARUNA VISWANATHAN - Industrial Tech Acquisitions II, Inc.fs12021ex99-5_industrial2.htm
EX-99.4 - CONSENT OF ANDREW CLARK - Industrial Tech Acquisitions II, Inc.fs12021ex99-4_industrial2.htm
EX-99.3 - CONSENT OF R. GREG SMITH - Industrial Tech Acquisitions II, Inc.fs12021ex99-3_industrial2.htm
EX-99.2 - FORM OF COMPENSATION COMMITTEE CHARTER - Industrial Tech Acquisitions II, Inc.fs12021ex99-2_industrial2.htm
EX-99.1 - FORM OF AUDIT COMMITTEE CHARTER - Industrial Tech Acquisitions II, Inc.fs12021ex99-1_industrial2.htm
EX-23.1 - CONSENT OF MARCUM LLP - Industrial Tech Acquisitions II, Inc.fs12021ex23-1_industrial2.htm
EX-14 - FORM OF CODE OF ETHICS - Industrial Tech Acquisitions II, Inc.fs12021ex14_industrial2.htm
EX-10.7 - FORM OF INDEMNITY AGREEMENT - Industrial Tech Acquisitions II, Inc.fs12021ex10-7_industrial2.htm
EX-10.6 - PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT BETWEEN THE REGISTRANT AND INDUSTR - Industrial Tech Acquisitions II, Inc.fs12021ex10-6_industrial2.htm
EX-10.5 - SECURITIES SUBSCRIPTION AGREEMENT, DATED JANUARY 8, 2021, BETWEEN THE REGISTRANT - Industrial Tech Acquisitions II, Inc.fs12021ex10-5_industrial2.htm
EX-10.4 - FORM OF REGISTRATION RIGHTS AGREEMENT BETWEEN THE REGISTRANT AND CERTAIN SECURIT - Industrial Tech Acquisitions II, Inc.fs12021ex10-4_industrial2.htm
EX-10.3 - FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER - Industrial Tech Acquisitions II, Inc.fs12021ex10-3_industrial2.htm
EX-10.2 - PROMISSORY NOTE, DATED JANUARY 8, 2021, ISSUED TO INDUSTRIAL TECH PARTNERS II, L - Industrial Tech Acquisitions II, Inc.fs12021ex10-2_industrial2.htm
EX-10.1 - FORM OF LETTER AGREEMENT AMONG THE REGISTRANT AND OUR OFFICERS, DIRECTORS AND IN - Industrial Tech Acquisitions II, Inc.fs12021ex10-1_industrial2.htm
EX-5.1 - OPINION OF ELLENOFF GROSSMAN & SCHOLE LLP - Industrial Tech Acquisitions II, Inc.fs12021ex5-1_industrial2.htm
EX-4.4 - FORM OF WARRANT AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER & TRUST COMPANY, LL - Industrial Tech Acquisitions II, Inc.fs12021ex4-4_industrial2.htm
EX-4.3 - SPECIMEN WARRANT CERTIFICATE - Industrial Tech Acquisitions II, Inc.fs12021ex4-3_industrial2.htm
EX-4.2 - SPECIMEN CLASS A COMMON STOCK CERTIFICATE - Industrial Tech Acquisitions II, Inc.fs12021ex4-2_industrial2.htm
EX-4.1 - SPECIMEN UNIT CERTIFICATE - Industrial Tech Acquisitions II, Inc.fs12021ex4-1_industrial2.htm
EX-3.3 - BY LAWS - Industrial Tech Acquisitions II, Inc.fs12021ex3-3_industrial2.htm
EX-3.2 - FORM OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION - Industrial Tech Acquisitions II, Inc.fs12021ex3-2_industrial2.htm
EX-3.1 - CERTIFICATE OF INCORPORATION - Industrial Tech Acquisitions II, Inc.fs12021ex3-1_industrial2.htm
EX-1.1 - FORM OF UNDERWRITING AGREEMENT - Industrial Tech Acquisitions II, Inc.fs12021ex1-1_industrial2.htm
S-1 - REGISTRATION STATEMENT - Industrial Tech Acquisitions II, Inc.fs2021_industrialtechacq2.htm

Exhibit 10.8

 

Industrial Tech Acquisitions, Inc.

5090 Richmond Ave.

Suite 319

Houston, Texas 77056

[   ], 2021

 

Industrial Tech Partners II, LLC

5090 Richmond Ave.

Suite 319

Houston, Texas 77056

Attn: E. Scott Crist

 

Re: Administrative Support Agreement

 

Ladies and Gentlemen:

 

This letter agreement by and between Industrial Tech Acquisitions, Inc. (the “Company”) and Industrial Tech Partners II, LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):

 

(i) The Sponsor shall make available, or cause to be made available, to the Company, at 5090 Richmond Ave., Suite 319, Houston Texas 77056, (or any successor location of the Sponsor), certain office space, utilities and secretarial and administrative support as may be reasonably required by the Company. In exchange therefor, the Company shall pay the Sponsor the sum of $10,000 per month on the Listing Date and continuing monthly thereafter until the Termination Date; and

 

(ii) the Sponsor hereby irrevocably waives any and all right, title, interest, causes of action and claims of any kind as a result of, or arising out of, this letter agreement (each, a “Claim”) in or to, and any and all right to seek payment of any amounts due to it out of, the trust account established for the benefit of the public stockholders of the Company and into which substantially all of the proceeds of the Company’s initial public offering will be deposited (the “Trust Account”) as a result of, or arising out of, this letter agreement, and hereby irrevocably waives any Claim it may have in the future, which Claim would reduce, encumber or otherwise adversely affect the Trust Account or any monies or other assets in the Trust Account, and further agrees not to seek recourse, reimbursement, payment or satisfaction of any Claim against the Trust Account or any monies or other assets in the Trust Account for any reason whatsoever.

 

This letter agreement constitutes the entire agreement and understanding of the parties hereto in respect of its subject matter 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 amended, modified or waived as to any particular provision, except by a written instrument executed by the parties hereto.

 

No party hereto may assign either this letter agreement or any of its rights, interests, or obligations hereunder without the prior written approval 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 constitutes the entire relationship of the parties hereto, and any litigation between the parties (whether grounded in contract, tort, statute, law or equity) shall be governed by, construed in accordance with, and interpreted pursuant to the laws of the State of New York, without giving effect to its choice of law principles.

 

[Signature Page Follows

 

 

 

 

  Very truly yours,
   
  INDUSTRIAL TECH ACQUISITIONS II, INC.
     
  By:  
    Name:  E. Scott Crist
    Title: Chief Executive Officer and Chairman

 

AGREED TO AND ACCEPTED BY:

 

Industrial Tech Partners II, LLC

 

By:    
  Name:  E. Scott Crist  
  Title: Managing Member  

 

[Signature Page to Administrative Support Agreement]