0001213900-21-012709 Sample Contracts

UNDERWRITING AGREEMENT

Underwriting Agreement • March 2nd, 2021 • InterPrivate II Acquisition Corp. • Blank checks • New York

• Contract Type
  Underwriting Agreement
• Filed
  March 2nd, 2021
• Company
  InterPrivate II Acquisition Corp.
• Industry
  Blank checks
• Jurisdiction
  New York

MORGAN STANLEY & CO. 1585 Broadway,4th Floor New York City, NY 10036 EARLYBIRDCAPITAL, INC. 366 Madison Avenue New York, New York 10017

Advisory Agreement • March 2nd, 2021 • InterPrivate II Acquisition Corp. • Blank checks • New York

• Contract Type
  Advisory Agreement
• Filed
  March 2nd, 2021
• Company
  InterPrivate II Acquisition Corp.
• Industry
  Blank checks
• Jurisdiction
  New York

This is to confirm our agreement (this “Agreement”) whereby InterPrivate II Acquisition Corp., 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. 333-253188) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).