REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 9th, 2021 • InterPrivate III Financial Partners Inc. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 4, 2021, is made and entered into by and among InterPrivate III Financial Partners Inc., a Delaware corporation (the “Company”), InterPrivate Acquisition Management III, LLC, a Delaware limited liability company (the “Sponsor”) and EarlyBirdCapital, Inc. (the “Underwriter”) (together with 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”).
AMENDED AND RESTATED WARRANT AGREEMENT INTERPRIVATE III FINANCIAL PARTNERS INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated July 23, 2021Warrant Agreement • July 23rd, 2021 • InterPrivate III Financial Partners Inc. • Blank checks • New York
THIS AMENDED AND RESTATED WARRANT AGREEMENT (this “Agreement”), dated July 23, 2021, is by and between InterPrivate III Financial Partners Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”). This Agreement both amends and restates that certain Warrant Agreement, by and between the Company and the Warrant Agent, dated as of March 4, 2021.
UNDERWRITING AGREEMENTUnderwriting Agreement • March 9th, 2021 • InterPrivate III Financial Partners Inc. • Blank checks • New York
InterPrivate III Financial Partners Inc.InterPrivate III Financial Partners Inc. • February 17th, 2021 • Blank checks • New York
This agreement (the “Agreement”) is entered into on January 13, 2021 by and between InterPrivate Acquisition Management III, LLC, a Delaware limited liability company (the “Subscriber” or “you”), and InterPrivate III Financial Partners Inc., a Delaware corporation (the “Company”, “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 5,750,000 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 750,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
INDEMNITY AGREEMENTIndemnity Agreement • February 26th, 2021 • InterPrivate III Financial Partners Inc. • Blank checks • Delaware
This INDEMNITY AGREEMENT (this “Agreement”) is made as of ___________, 2021, by and between InterPrivate III Financial Partners Inc., a Delaware corporation (the “Company”), and ___________ (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 9th, 2021 • InterPrivate III Financial Partners Inc. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of March 4, 2021 by and between InterPrivate III Financial Partners Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
SUBSCRIPTION AGREEMENTSubscription Agreement • December 16th, 2021 • InterPrivate III Financial Partners Inc. • Security brokers, dealers & flotation companies
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on December 15, 2021, by and between InterPrivate III Financial Partners Inc., a Delaware corporation (the “Company”), and the undersigned subscriber, OCM Aspiration Holdings, LLC, a Delaware limited liability company (“Subscriber”).
FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 16th, 2021 • InterPrivate III Financial Partners Inc. • Security brokers, dealers & flotation companies • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ • ], 2021, is made and entered into by and among [Aspiration Inc.], a Delaware corporation (the “Company”) (formerly known as InterPrivate III Financial Partners Inc., a Delaware corporation), InterPrivate Acquisition Management III, LLC, a Delaware limited liability company (the “Sponsor”), certain former holders of shares of common stock, preferred stock and warrants of Aspiration Partners Inc., a Delaware corporation (“Aspiration Partners”), set forth on the signature pages hereto under the heading “Aspiration Partners Holders” (such holders, the “Aspiration Partners Holders”), the undersigned parties listed on the signature pages hereto under the heading “Existing Holders” (the “Existing Holders”), the undersigned parties listed on the signature pages hereto under the heading “Oaktree Holders” (such holders, the “Oaktree Holders”) and EarlyBirdCapital, Inc., a Delaware corporation (“EarlyBird”
InterPrivate III Financial Partners Inc. New York, New York 10019Letter Agreement • March 9th, 2021 • InterPrivate III Financial Partners Inc. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among InterPrivate III Financial Partners Inc., a Delaware corporation (the “Company”), and Morgan Stanley & Co. LLC and EarlyBirdCapital, Inc., as representatives (the “Representatives”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 25,875,000 of the Company’s units (including up to 3,375,000 units that may be purchased by the Underwriters 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-fifth of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subje
MORGAN STANLEY & CO. 1585 Broadway, 4th Floor New York City, NY 10036 EARLYBIRDCAPITAL, INC. 366 Madison Avenue New York, New York 10017InterPrivate III Financial Partners Inc. • March 9th, 2021 • Blank checks • New York
This is to confirm our agreement (this “Agreement”) whereby InterPrivate III Financial Partners Inc., a Delaware corporation (“Company”), has requested Morgan Stanley & Co. and EarlyBirdCapital, Inc. (the “Advisors”) to assist it in connection with the Company merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination (in each case, a “Business Combination”) with one or more businesses or entities (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-253189) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
SUBSCRIPTION AGREEMENTSubscription Agreement • August 19th, 2021 • InterPrivate III Financial Partners Inc. • Blank checks
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on August 18, 2021, by and between InterPrivate III Financial Partners Inc., a Delaware corporation (the “Company”), and the undersigned subscriber (“Subscriber”).
FORM OF STRATEGIC SERVICES AGREEMENTForm of Strategic Services Agreement • February 26th, 2021 • InterPrivate III Financial Partners Inc. • Blank checks • Delaware
This Agreement is made on this [●] day of [●], 2021 by and between InterPrivate III Financial Partners Inc., a Delaware corporation (the “Company”), and Minesh Patel (the “Strategic Consultant”) The Company and Strategic Consultant are sometimes hereinafter referred to singly as the “Party” and collectively as the “Parties.”
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER BY AND AMONG INTERPRIVATE III FINANCIAL PARTNERS INC., INTERPRIVATE III MERGER SUB INC., INTERPRIVATE III MERGER SUB II LLC AND ASPIRATION PARTNERS INC. DATED AS OF DECEMBER 15, 2021Agreement and Plan of Merger • December 16th, 2021 • InterPrivate III Financial Partners Inc. • Security brokers, dealers & flotation companies • Delaware
THIS AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER is made and entered into as of December 15, 2021 (the “Amendment Date”), by and among InterPrivate III Financial Partners Inc., a Delaware corporation (“Parent”), InterPrivate III Merger Sub Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Parent (“Merger Sub”), InterPrivate III Merger Sub II LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of Parent (“Merger Sub II”), and Aspiration Partners Inc., a Delaware corporation (the “Company”). Each of the Company, Parent, Merger Sub and Merger Sub II shall individually be referred to herein as a “Party” and, collectively, the “Parties”. The term “Agreement” as used herein refers to this Amended and Restated Agreement and Plan of Merger, as the same may be amended from time to time, and all schedules, exhibits and annexes hereto (including the Company Disclosure Letter and the Parent Disclosure Letter, as defined herein). Defined terms u
MORGAN STANLEY & CO. 1585 Broadway, 4th Floor New York City, NY 10036 EARLYBIRDCAPITAL, INC. 366 Madison Avenue New York, New York 10017InterPrivate III Financial Partners Inc. • March 2nd, 2021 • Blank checks • New York
This is to confirm our agreement (this “Agreement”) whereby InterPrivate III Financial Partners Inc., a Delaware corporation (“Company”), has requested Morgan Stanley & Co. and EarlyBirdCapital, Inc. (the “Advisors”) to assist it in connection with the Company merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination (in each case, a “Business Combination”) with one or more businesses or entities (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-253189) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
PROGRAM AGREEMENTProgram Agreement • February 15th, 2022 • InterPrivate III Financial Partners Inc. • Security brokers, dealers & flotation companies • Washington
THIS PROGRAM AGREEMENT (including all schedules, appendices, exhibits, addenda and amendments, the “Agreement”) is entered into this 26th of September, 2018, (the “Effective Date”) by and between Coastal Community Bank, a Washington chartered bank (“Coastal”), and Aspiration Financial, LLC, a limited liability company organized under the laws of the state of Delaware (“Aspiration”) and supersedes in its entirety the Program Agreement dated as of May 17, 2018, by and between Coastal and Aspiration. Each of Coastal and Aspiration shall also be referenced as a “Party” and collectively as the “Parties.”
SUB-INVESTMENT ADVISORY AGREEMENT Updated: December 6, 2016Sub-Investment Advisory Agreement • February 15th, 2022 • InterPrivate III Financial Partners Inc. • Security brokers, dealers & flotation companies • Delaware
AGREEMENT made this 30th day of March, 2015, between Aspiration Fund Adviser, LLC (the “Investment Adviser”), a Delaware limited liability company registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and UBS Global Asset Management (Americas) Inc. (the “Sub-Adviser”), a Delaware corporation registered as an investment adviser under the Advisers Act, with respect to the Aspiration Redwood Fund (the “Fund”), a series of Aspiration Funds (the “Trust”).
FOR ALL DETAILS, PLEASE REFER TO ESHARES OPTION DOCUMENTATION. STOCK OPTION GRANT AGREEMENT pursuant to the ASPIRATION PARTNERS, INC.Stock Restrictions Agreement • February 15th, 2022 • InterPrivate III Financial Partners Inc. • Security brokers, dealers & flotation companies • Delaware
THIS STOCK OPTION GRANT AGREEMENT (the “Grant Agreement”) is made and entered into by and between Aspiration Partners, Inc., a Delaware corporation (the “Company”), and the following individual:
SPONSOR PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTSponsor Private Placement Units Purchase Agreement • March 9th, 2021 • InterPrivate III Financial Partners Inc. • Blank checks • New York
This SPONSOR PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (this “Agreement”) is made as of the 4th day of March, 2021, by and between InterPrivate III Financial Partners Inc., a Delaware corporation (the “Company”), having its principal place of business at 1350 Avenue of the Americas, New York, New York 10019, and InterPrivate Acquisition Management III, LLC, a Delaware limited liability company (the “Subscriber”), having its principal place of business at 1350 Avenue of the Americas, New York, New York 10019.
UNDERWRITER PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTUnderwriter Private Placement Units Purchase Agreement • March 9th, 2021 • InterPrivate III Financial Partners Inc. • Blank checks • New York
This UNDERWRITER PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (this “Agreement”) is made as of the 4th day of March, 2021, by and between InterPrivate III Financial Partners Inc., a Delaware corporation (the “Company”), having its principal place of business at 1350 Avenue of the Americas, New York, New York 10019, and EarlyBirdCapital, Inc., a New York corporation (the “Subscriber”), having its principal place of business at 366 Madison Avenue, 8th Floor, New York, NY 10017.
InterPrivate III Financial Partners Inc.Letter Agreement • March 9th, 2021 • InterPrivate III Financial Partners Inc. • Blank checks • New York
This letter agreement (this “Agreement”) by and between InterPrivate III Financial Partners Inc. (the “Company”) and InterPrivate Acquisition Management III, 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 New York Stock Exchange (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”):
COMPANY SUPPORT AGREEMENTCompany Support Agreement • August 19th, 2021 • InterPrivate III Financial Partners Inc. • Blank checks • Delaware
This Company Support Agreement (this “Agreement”) is dated as of August 18, 2021, by and among InterPrivate III Financial Partners Inc., a Delaware corporation (“Parent”), Aspiration Partners Inc., a Delaware corporation (the “Company”), InterPrivate Acquisition Management III, LLC, a Delaware limited liability company (the “Sponsor”), and the persons set forth on Schedule I attached hereto (each, a “Stockholder” and, collectively, the “Stockholders”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 30th, 2022 • InterPrivate III Financial Partners Inc. • Security brokers, dealers & flotation companies
This AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (this “Amendment”), is made and entered into as of December 29, 2022, by and among InterPrivate III Financial Partners Inc., a Delaware corporation (“Parent”), InterPrivate III Merger Sub Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Parent (“Merger Sub”), InterPrivate III Merger Sub II LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of Parent (“Merger Sub II”), and Aspiration Partners, Inc., a Delaware corporation (the “Company”). Parent, Merger Sub, Merger Sub II, and the Company are collectively referred to herein as the “Parties” and individually as a “Party”. Capitalized terms used but not defined in this Amendment shall have the meanings ascribed to them in the Merger Agreement (as defined below).
ContractAgreement for Professional Services • February 15th, 2022 • InterPrivate III Financial Partners Inc. • Security brokers, dealers & flotation companies • California
Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. Information that was omitted has been noted in this document with a placeholder identified by the mark “[***]”.
SERVICE AGREEMENTService Agreement • February 15th, 2022 • InterPrivate III Financial Partners Inc. • Security brokers, dealers & flotation companies • Utah
ASPIRATION, INC.[ASPIRATION PARTNERS, INC.]1 WARRANT TO PURCHASE COMMON STOCKInterPrivate III Financial Partners Inc. • December 16th, 2021 • Security brokers, dealers & flotation companies • Delaware
THIS CERTIFIES THAT, for value received, [_________] or its permitted assigns (the “Holder”), is entitled to subscribe for and purchase at the Exercise Price (as defined below) from Aspiration, Inc. [Aspiration Partners, Inc.], a Delaware corporation (the “Company”), a number of shares of the common stock of the Company (the “Common Stock”) up to the Aggregate Warrant Share Amount (as defined below), subject to the provisions and upon the terms and conditions set forth in this Warrant. This Warrant will terminate on the date that is ten (10) years after the Vesting Commencement Date (as defined below) (the “Exercise Period”). This Warrant is issued in connection with that certain Series X Preferred Stock Purchase Agreement, dated [_____] (the “Vesting Commencement Date”), by and between the Company and the Holder (the “Purchase Agreement”).
DEPOSIT SERVICES AGREEMENT by and between Aspiration Financial, LLC and Promontory Interfinancial Network, LLC December 31st, 2018Deposit Services Agreement • February 15th, 2022 • InterPrivate III Financial Partners Inc. • Security brokers, dealers & flotation companies • New York
This DEPOSIT SERVICES AGREEMENT (this “Agreement”) is entered into by and between Aspiration Financial, LLC (“Company”), a Delaware limited liability company and Promontory Interfinancial Network, LLC (“Promontory Network”), a Delaware limited liability company, as of December 24th, 2018. (“Effective Date”).
AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • March 31st, 2023 • InterPrivate III Financial Partners Inc. • Security brokers, dealers & flotation companies
This AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (this “Amendment”), is made and entered into as of March 30, 2023, by and among InterPrivate III Financial Partners Inc., a Delaware corporation (“Parent”), InterPrivate III Merger Sub Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Parent (“Merger Sub”), InterPrivate III Merger Sub II LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of Parent (“Merger Sub II”) and Aspiration Partners, Inc., a Delaware corporation (the “Company”). Parent, Merger Sub, Merger Sub II, and the Company are collectively referred to herein as the “Parties” and individually as a “Party”. Capitalized terms used but not defined in this Amendment shall have the meanings ascribed to them in the Merger Agreement (as defined below).
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • August 19th, 2021 • InterPrivate III Financial Partners Inc. • Blank checks • Delaware
This Sponsor Support Agreement (this “Sponsor Agreement”) is dated as of August 18, 2021, by and among InterPrivate Acquisition Management III, LLC, a Delaware limited liability company (the “Sponsor”), InterPrivate III Financial Partners Inc., a Delaware corporation (“Parent”), and Aspiration Partners Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
AMENDMENT NO. 1 TO CONSULTING AGREEMENTConsulting Agreement • November 20th, 2023 • InterPrivate III Financial Partners Inc. • Security brokers, dealers & flotation companies • Delaware
This Amendment No. 1 to the Consulting Agreement (this “Amendment”), dated as of October 17, 2023, but effective for all purposes as of September 28, 2023 (the “Amendment Effectiveness Date”), is by and between InterPrivate III Financial Partners Inc., a Delaware corporation (the “Company”), and Rich McGinn (“Consultant”). Reference is made to that certain Consulting Agreement dated August 18, 2023 (the “Consulting Agreement”) by and between the Company and the Consultant. Capitalized terms used herein without definition shall have the same meanings as set forth in the Consulting Agreement, as amended hereby.
EMPLOYMENT AGREEMENTEmployment Agreement • February 15th, 2022 • InterPrivate III Financial Partners Inc. • Security brokers, dealers & flotation companies • California
THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of October 1, 2013, is entered into by and between Aspiration Partners LLC, a Delaware limited liability company (“Employer”), RJB Partners LLC, a Delaware limited liability company (“RJB”) and Andrei Cherny, an Arizona individual resident (“Executive”). The Employer and Executive are sometimes referred to individually as a “Party” and collectively as the “Parties.” Certain capitalized terms used in this Agreement are defined in Section 13 hereof, and capitalized terms not defined herein shall have the meanings ascribed to such terms in the LLC Agreement.
Contribution Partner AgreementContribution Partner Agreement • February 15th, 2022 • InterPrivate III Financial Partners Inc. • Security brokers, dealers & flotation companies • California
This Contribution Partner Agreement (“Agreement”) is made on the date of the last signature below (“Effective Date”) by and between:
SERIES X PREFERRED INVESTOR RIGHTS AGREEMENTRights Agreement • December 16th, 2021 • InterPrivate III Financial Partners Inc. • Security brokers, dealers & flotation companies • Delaware
THIS SERIES X PREFERRED INVESTOR RIGHTS AGREEMENT (this “Agreement”), is made as of December 15, 2021, by and among InterPrivate III Financial Partners Inc., a Delaware corporation (the “Company”), each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor”. This Agreement shall become effective upon the consummation of the mergers (the “deSPAC Closing”) contemplated by that certain Agreement and Plan of Merger, dated as of August 18, 2021, among the Company, Aspiration Partners, Inc., a Delaware corporation (“Aspiration”) and certain of their Affiliates (as may be amended and restated in accordance with the Purchase Agreement (as defined below), the “Merger Agreement”) and in the event the Merger Agreement is terminated for any reason, this Agreement shall automatically terminate and be of no further force and effect without any further action by or on behalf of the parties.
CONSULTING AGREEMENTConsulting Agreement • November 20th, 2023 • InterPrivate III Financial Partners Inc. • Security brokers, dealers & flotation companies • Delaware
This Consulting Agreement (this “Agreement”), dated as of August 18, 2023 (the “Effective Date”), is entered into by and between InterPrivate III Financial Partners Inc., a Delaware corporation (the “Company”), and Rich McGinn (“Consultant”) (collectively referred to as the “Parties” or individually referred to as a “Party”)
ASPIRATION PARTNERS, INC. SERIES C-4 PREFERRED STOCK PURCHASE AGREEMENTPreferred Stock Purchase Agreement • February 15th, 2022 • InterPrivate III Financial Partners Inc. • Security brokers, dealers & flotation companies • Delaware
THIS SERIES C-4 PREFERRED STOCK PURCHASE AGREEMENT (this “Agreement”) is dated as of September [ ], 2021, and is between Aspiration Partners, Inc., a Delaware corporation (the “Company”), and Polpat LLC (the “Investor”).
MARINA PARK 4551 GLENCOE AVENUE MARINA DEL REY, CALIFORNIA OFFICE LEASE AB/SW MARINA OWNER, LLC, a Delaware limited liability company as Landlord, and ASPIRATION PARTNERS, INC., a Delaware corporation as TenantLease • February 15th, 2022 • InterPrivate III Financial Partners Inc. • Security brokers, dealers & flotation companies
This Summary of Basic Lease Information (“Summary”) is hereby incorporated into and made a part of the attached Office Lease. Each reference in the Office Lease to any term of this Summary shall have the meaning as set forth in this Summary for such term. In the event of a conflict between the terms of this Summary and the Office Lease, the terms of the Office Lease shall prevail. Any capitalized terms used herein and not otherwise defined herein shall have the meaning as set forth in the Office Lease.
