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”
ASPIRATION, INC.[ASPIRATION PARTNERS, INC.]1 WARRANT TO PURCHASE COMMON STOCKWarrant Agreement • December 16th, 2021 • InterPrivate III Financial Partners Inc. • 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”).
SERIES X PREFERRED INVESTOR RIGHTS AGREEMENTSeries X Preferred Investor Rights 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.
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
SERIES X PREFERRED STOCK PURCHASE AGREEMENT December 15, 2021 by and among ASPIRATION PARTNERS, INC. INTERPRIVATE III FINANCIAL PARTNERS, INC. and OCM ASPIRATION HOLDINGS, LLCSeries X Preferred Stock Purchase Agreement • December 16th, 2021 • InterPrivate III Financial Partners Inc. • Security brokers, dealers & flotation companies • Delaware
THIS SERIES X PREFERRED STOCK PURCHASE AGREEMENT (this “Agreement”), is made as of December 15, 2021, by and among Aspiration Partners, Inc., a Delaware corporation (the “Company”), InterPrivate III Financial Partners Inc., a Delaware corporation (“Parent”) and OCM Aspiration Holdings, LLC, a Delaware limited liability company (“Purchaser”).
