|
||||||||||||||||||||||||||
| SEC Info℠ | | | Home | | | Search | | | My Interests | | | Help | | | Sign In | | | Please Sign In | |||||||
|
||||||||||||||||||||||||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/26/21 InterPrivate II Acquisition Corp. S-1/A 19:3.7M EdgarAgents LLC/FA |
Document/Exhibit Description Pages Size
1: S-1/A Pre-Effective Amendment to Registration Statement HTML 2.71M
(General Form)
2: EX-3.4 Form of Amended and Restated Certificate of HTML 68K
Incorporation
3: EX-4.1 Specimen Unit Certificate HTML 20K
4: EX-4.2 Specimen Class A Common Stock Certificate HTML 17K
5: EX-4.3 Specimen Warrant Certificate HTML 25K
6: EX-4.4 Form of Warrant Agreement by and Between HTML 110K
Continental Stock Transfer & Trust Company and the
Registrant
7: EX-10.1 Form of Letter Agreement by and Among the HTML 44K
Registrant, Interprivate Acquisition Management
Ii, LLC and Each of the Executive Officers and
Directors of the Registrant
14: EX-10.10 Form of Strategic Services Agreement by and HTML 25K
Between the Registrant and James Pipe
8: EX-10.2 Form of Investment Management Trust Agreement by HTML 64K
and Between Continental Stock Transfer & Trust
Company and the Registrant
9: EX-10.3 Form of Registration Rights Agreement by and Among HTML 88K
the Registrant, Interprivate Acquisition
Management Ii, LLC and the Holders Signatory
Thereto
10: EX-10.4 Form of Sponsor Private Placement Warrants HTML 40K
Purchase Agreement by and Between the Registrant
and Interprivate Acquisition Management Ii, LLC
11: EX-10.5 Form of Underwriter Private Placement Warrants HTML 42K
Purchase Agreement by and Between the Registrant
and Earlybirdcapital, Inc
12: EX-10.6 Form of Indemnity Agreement HTML 85K
13: EX-10.9 Form of Administrative Services Agreement by and HTML 15K
Between the Registrant and Interprivate
Acquisition Management Ii, LLC
15: EX-14 Form of Code of Business Conduct and Ethics HTML 33K
16: EX-23.1 Consent of Marcum LLP HTML 9K
17: EX-99.1 Form of Audit Committee Charter HTML 45K
18: EX-99.2 Form of Compensation Committee Charter HTML 29K
19: EX-99.3 Form of Nominating and Corporate Governance HTML 23K
Committee Charter
| EX-4.3 | 1st Page of 5 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
|---|
Exhibit 4.3
Form of Warrant Certificate
[FACE]
Number
Warrants
THIS WARRANT SHALL BE VOID IF NOT EXERCISED
PRIOR TO
THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR
IN THE WARRANT AGREEMENT DESCRIBED BELOW
InterPrivate II Acquisition Corp.
Incorporated Under the Laws of the State of Delaware
CUSIP 46064Q 116
Warrant Certificate
This Warrant Certificate certifies that [ ], or its registered assigns, is the registered holder of [ ] warrant(s) evidenced hereby (the “Warrants” and each, a “Warrant”) to purchase shares of Class A common stock, $0.0001 par value (“Class A Common Stock”), of InterPrivate II Acquisition Corp., a Delaware corporation (the “Company”). Each Warrant entitles the holder, upon exercise during the period set forth in the Warrant Agreement referred to below, to receive from the Company that number of fully paid and non-assessable shares of Class A Common Stock as set forth below, at the exercise price (the “Warrant Price”) as determined pursuant to the Warrant Agreement, payable in lawful money (or through “cashless exercise” as provided for in the Warrant Agreement) of the United States of America upon surrender of this Warrant Certificate and payment of the Warrant Price at the office or agency of the Warrant Agent referred to below, subject to the conditions set forth herein and in the Warrant Agreement. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.
Each whole Warrant is initially exercisable for one fully paid and non-assessable share of Class A Common Stock. Fractional shares shall not be issued upon exercise of any Warrant. If, upon the exercise of Warrants, a holder would be entitled to receive a fractional interest in a share of Class A Common Stock, the Company shall, upon exercise, round down to the nearest whole number the number of shares of Class A Common Stock to be issued to the Warrant holder. The number of shares of Class A Common Stock issuable upon exercise of the Warrants is subject to adjustment upon the occurrence of certain events as set forth in the Warrant Agreement.
The initial Warrant Price per share of Class A Common Stock for any Warrant is equal to $11.50 per share. The Warrant Price is subject to adjustment upon the occurrence of certain events as set forth in the Warrant Agreement.
Subject to the conditions set forth in the Warrant Agreement, the Warrants may be exercised only during the Exercise Period and to the extent not exercised by the end of such Exercise Period, such Warrants shall become void. The Warrants may be redeemed, subject to certain conditions, as set forth in the Warrant Agreement.
Reference is hereby made to the further provisions of this Warrant Certificate set forth on the reverse hereof and such further provisions shall for all purposes have the same effect as though fully set forth at this place.
C:
This Warrant Certificate shall not be valid unless countersigned by the Warrant Agent, as such term is used in the Warrant Agreement. This Warrant Certificate shall be governed by and construed in accordance with the internal laws of the State of New York.
| INTERPRIVATE II ACQUISITION CORP. | ||
| By: | ||
| Name: | ||
| Title: Authorized Signatory | ||
| CONTINENTAL STOCK TRANSFER & TRUST COMPANY, | ||
| as Warrant Agent | ||
| By: | ||
| Name: | ||
| Title: | ||
C:
[Form of Warrant Certificate]
[Reverse]
The Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants entitling the holder on exercise to receive [ ] shares of Class A Common Stock and are issued or to be issued pursuant to a Warrant Agreement dated as of [ ], 2021 (the “Warrant Agreement”), duly executed and delivered by the Company to Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent”), which Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Warrant Agent, the Company and the holders (the words “holders” or “holder” meaning the Registered Holders or Registered Holder, respectively) of the Warrants. A copy of the Warrant Agreement may be obtained by the holder hereof upon written request to the Company. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.
Warrants may be exercised at any time during the Exercise Period set forth in the Warrant Agreement. The holder of Warrants evidenced by this Warrant Certificate may exercise them by surrendering this Warrant Certificate, with the form of Election to Purchase set forth hereon properly completed and executed, together with payment of the Warrant Price as specified in the Warrant Agreement (or through “cashless exercise” as provided for in the Warrant Agreement) at the principal corporate trust office of the Warrant Agent. In the event that upon any exercise of Warrants evidenced hereby the number of Warrants exercised shall be less than the total number of Warrants evidenced hereby, there shall be issued to the holder hereof or his, her or its assignee, a new Warrant Certificate evidencing the number of Warrants not exercised.
Notwithstanding anything else in this Warrant Certificate or the Warrant Agreement, no Warrant may be exercised unless at the time of exercise (i) a registration statement covering the issuance of the shares of Class A Common Stock to be issued upon exercise is effective under the Securities Act and (ii) a prospectus thereunder relating to the shares of Class A Common Stock is current, except through “cashless exercise” as provided for in the Warrant Agreement.
The Warrant Agreement provides that upon the occurrence of certain events the number of shares of Class A Common Stock issuable upon exercise of the Warrants set forth on the face hereof may, subject to certain conditions, be adjusted. If, upon exercise of a Warrant, the holder thereof would be entitled to receive a fractional interest in a share of Class A Common Stock, the Company shall, upon exercise, round down to the nearest whole number of shares of Class A Common Stock to be issued to the holder of the Warrant.
Warrant Certificates, when surrendered at the principal corporate trust office of the Warrant Agent by the Registered Holder thereof in person or by legal representative or attorney duly authorized in writing, may be exchanged, in the manner and subject to the limitations provided in the Warrant Agreement, but without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor evidencing in the aggregate a like number of Warrants.
Upon due presentation for registration of transfer of this Warrant Certificate at the office of the Warrant Agent a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant Certificate, subject to the limitations provided in the Warrant Agreement, without charge except for any tax or other governmental charge imposed in connection therewith.
The Company and the Warrant Agent may deem and treat the Registered Holder(s) hereof as the absolute owner(s) of this Warrant Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the holder(s) hereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary. Neither the Warrants nor this Warrant Certificate entitles any holder hereof to any rights of a stockholder of the Company.
C:
Election to Purchase
(To Be Executed Upon Exercise of Warrant)
The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive [ ] shares of Class A Common Stock and herewith tenders payment for such shares of Class A Common Stock to the order of InterPrivate II Acquisition Corp. (the “Company”) in the amount of $[ ] in accordance with the terms hereof. The undersigned requests that a certificate for such shares of Class A Common Stock be registered in the name of [ ], whose address is [ ] and that such shares of Class A Common Stock be delivered to [ ] whose address is [ ]. If said [ ] number of shares of Class A Common Stock is less than all of the shares of Class A Common Stock purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such shares of Class A Common Stock be registered in the name of [ ], whose address is [ ] and that such Warrant Certificate be delivered to [ ], whose address is [ ].
In the event that the Company determines to require all holders of Warrants to exercise their Warrants on a “cashless basis” pursuant to subsection 3.3.1, the notice of redemption shall contain the information necessary to calculate the number of shares of Common Stock to be received upon exercise of the Warrants, including the “Fair Market Value” (as such term is defined in subsection 3.3.1(b) hereof) in such case.
In the event that the Warrant is a Private Placement Warrant or a Working Capital Warrant that is to be exercised on a “cashless” basis pursuant to subsection 3.3.1(c) of the Warrant Agreement, the number of shares of Class A Common Stock that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(c) of the Warrant Agreement.
In the event that the Warrant is to be exercised on a “cashless” basis pursuant to Section 7.4 of the Warrant Agreement, the number of shares of Class A Common Stock that this Warrant is exercisable for shall be determined in accordance with Section 7.4 of the Warrant Agreement.
In the event that the Warrant may be exercised, to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number of shares of Class A Common Stock that this Warrant is exercisable for would be determined in accordance with the relevant section of the Warrant Agreement which allows for such cashless exercise and (ii) the holder hereof shall complete the following: The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, through the cashless exercise provisions of the Warrant Agreement, to receive shares of Class A Common Stock. If said number of shares is less than all of the shares of Class A Common Stock purchasable hereunder (after giving effect to the cashless exercise), the undersigned requests that a new Warrant Certificate representing the remaining balance of such shares of Class A Common Stock be registered in the name of [ ], whose address is [ ] and that such Warrant Certificate be delivered to [ ], whose address is [ ].
[Signature Page Follows]
C:
Date: [ ], 20
| (Signature) | ||
| (Address) | ||
| (Tax Identification Number) | ||
| Signature Guaranteed: | ||
THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 (OR ANY SUCCESSOR RULE) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED).
C:
| Referenced-On Page | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| This ‘S-1/A’ Filing | Date | First | Last | Other Filings | |||||
 | |||||||||
| Filed on: | 2/26/21 | CORRESP | |||||||
| List all Filings | |||||||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/29/24 Getaround, Inc. 10-K/A 12/31/23 10:778K Donnelley … Solutions/FA 3/29/24 Getaround, Inc. 10-K 12/31/23 114:15M Donnelley … Solutions/FA 11/16/23 Getaround, Inc. 10-K 12/31/22 126:21M Donnelley … Solutions/FA 2/03/23 Getaround, Inc. S-1 133:30M Donnelley … Solutions/FA 12/14/22 Getaround, Inc. 8-K:1,2,3,412/08/22 29:3M Donnelley … Solutions/FA 11/10/22 Getaround, Inc. S-4/A 5:10M Donnelley … Solutions/FA 11/08/22 Getaround, Inc. S-4/A 10:10M Donnelley … Solutions/FA 10/25/22 Getaround, Inc. S-4/A 10/24/22 6:10M Donnelley … Solutions/FA 9/26/22 Getaround, Inc. S-4/A 57:18M Donnelley … Solutions/FA 8/12/22 Getaround, Inc. S-4/A 4:9.8M Donnelley … Solutions/FA 7/08/22 Getaround, Inc. S-4 8:9.8M Donnelley … Solutions/FA 3/31/22 Getaround, Inc. 10-K 12/31/21 54:3.9M EdgarAgents LLC/FA 3/02/21 Getaround, Inc. S-1/A 3:454K EdgarAgents LLC/FA |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/17/21 Getaround, Inc. S-1 12:4.5M EdgarAgents LLC/FA |