REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 26th, 2021 • InterPrivate II Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of , 2021, is made and entered into by and among InterPrivate II Acquisition Corp., a Delaware corporation (the “Company”), InterPrivate Acquisition Management II, 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”).
WARRANT AGREEMENT INTERPRIVATE II ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [ ], 2021Warrant Agreement • February 26th, 2021 • InterPrivate II Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated [ ], 2021, is by and between InterPrivate II Acquisition Corp., 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”).
INDEMNITY AGREEMENTIndemnity Agreement • February 26th, 2021 • InterPrivate II Acquisition Corp. • Blank checks • Delaware
This INDEMNITY AGREEMENT (this “Agreement”) is made as of ___________, 2021, by and between InterPrivate II Acquisition Corp., a Delaware corporation (the “Company”), and ___________ (“Indemnitee”).
FORM OF STRATEGIC SERVICES AGREEMENTForm of Strategic Services Agreement • February 26th, 2021 • InterPrivate II Acquisition Corp. • Blank checks • Delaware
This Agreement is made on this [●] day of [●], 2021 by and between InterPrivate II Acquisition Corp., a Delaware corporation (the “Company”), and James Pipe (the “Strategic Consultant”) The Company and Strategic Consultant are sometimes hereinafter referred to singly as the “Party” and collectively as the “Parties.”
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 26th, 2021 • InterPrivate II Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021 by and between InterPrivate II Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
SPONSOR PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTSponsor Private Placement Warrants Purchase Agreement • February 26th, 2021 • InterPrivate II Acquisition Corp. • Blank checks • New York
THIS SPONSOR PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [●], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and among InterPrivate II Acquisition Corp., a Delaware corporation (the “Company”), and InterPrivate Acquisition Management II, LLC, a Delaware limited liability company (the “Purchaser”).
UNDERWRITER PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTUnderwriter Private Placement Warrants Purchase Agreement • February 26th, 2021 • InterPrivate II Acquisition Corp. • Blank checks • New York
THIS UNDERWRITER PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [●], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and among InterPrivate II Acquisition Corp., a Delaware corporation (the “Company”), and EarlyBirdCapital, Inc., a New York corporation (the “Purchaser”).
InterPrivate II Acquisition Corp. New York, New York 10019Letter Agreement • February 26th, 2021 • InterPrivate II Acquisition Corp. • 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 II Acquisition Corp., 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 23,000,000 of the Company’s units (including up to 3,000,000 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, subject to a
InterPrivate II Acquisition Corp.Letter Agreement • February 26th, 2021 • InterPrivate II Acquisition Corp. • Blank checks • New York
This letter agreement (this “Agreement”) by and between InterPrivate II Acquisition Corp. (the “Company”) and InterPrivate Acquisition Management 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 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”):
