REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 9th, 2021 • InterPrivate II Acquisition Corp. • 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 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”).
UNDERWRITING AGREEMENTUnderwriting Agreement • March 9th, 2021 • InterPrivate II Acquisition Corp. • Blank checks • New York
WARRANT AGREEMENT INTERPRIVATE II ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated March 4, 2021Warrant Agreement • March 9th, 2021 • InterPrivate II Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated March 4, 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 9th, 2021 • InterPrivate II Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of March 4, 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”).
InterPrivate II Acquisition Corp. New York, New York 10019Underwriting Agreement • March 9th, 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 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, subject to a
MORGAN STANLEY & CO. 1585 Broadway, 4th Floor New York City, NY 10036 EARLYBIRDCAPITAL, INC. 366 Madison Avenue New York, New York 10017Advisory Agreement • March 9th, 2021 • InterPrivate II Acquisition Corp. • Blank checks • 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”).
UNDERWRITER PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTUnderwriter Private Placement Warrants Purchase Agreement • March 9th, 2021 • InterPrivate II Acquisition Corp. • Blank checks • New York
THIS UNDERWRITER PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of March 4, 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”).
SPONSOR PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTWarrant Purchase Agreement • March 9th, 2021 • InterPrivate II Acquisition Corp. • Blank checks • New York
THIS SPONSOR PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of March 4, 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”).
InterPrivate II Acquisition Corp.Administrative Services Agreement • March 9th, 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”):
