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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 1/24/20 InterPrivate Acquisition Corp. S-1/A 23:3.2M Edgar Agents LLC/FA |
Document/Exhibit Description Pages Size
1: S-1/A Pre-Effective Amendment to Registration Statement HTML 2.09M
(General Form)
2: EX-1.1 Form of Underwriting Agreement HTML 174K
3: EX-1.2 Form of Business Combination Marketing Agreement HTML 36K
4: EX-3.2 Form of Amended and Restated Certificate of HTML 41K
Incorporation
5: EX-4.1 Specimen Unit Certificate HTML 20K
6: EX-4.2 Specimen Common Stock Certificate HTML 19K
7: EX-4.3 Specimen Warrant Certificate HTML 21K
8: EX-4.4 Form of Warrant Agreement Between Continental HTML 83K
Stock Transfer & Trust Company and the Registrant
9: EX-5.1 Opinion of Graubard Miller HTML 16K
10: EX-10.1.1 Form of Letter Agreement From Each of the HTML 37K
Registrant's Officers and Directors
11: EX-10.1.2 Form of Letter Agreement From the Registrant's HTML 38K
Sponsor
12: EX-10.2 Form of Investment Management Trust Agreement HTML 62K
Between Continental Stock Transfer & Trust Company
and the Registrant
13: EX-10.4 Form of Registration Rights Agreement HTML 74K
14: EX-10.5.1 Form of Subscription Agreement for Private Units HTML 24K
and Private Warrants by Interprivate Acquisition
Management LLC
15: EX-10.5.2 Form of Subscription Agreement for Private Units HTML 19K
and Private Warrants by Earlybirdcapital, Inc
16: EX-10.6 Form of Stock Escrow Agreement HTML 33K
17: EX-10.7 Form of Administrative Services Agreement HTML 12K
18: EX-10.8 Form of Services Agreement HTML 13K
19: EX-14 Code of Ethics HTML 27K
20: EX-23.1 Consent of Marcum LLP. HTML 9K
21: EX-99.1 Audit Committee Charter HTML 26K
22: EX-99.2 Compensation Committee Charter HTML 24K
23: EX-99.3 Nominating Committee Charter HTML 28K
Exhibit 4.1
|
NUMBER U-__________ |
UNITS | |
| SEE REVERSE FOR CERTAIN DEFINITIONS | INTERPRIVATE ACQUISITION CORP. |
CUSIP 46064A202
UNITS CONSISTING OF ONE SHARE OF COMMON STOCK AND
ONE-HALF OF ONE WARRANT
THIS CERTIFIES THAT ______________________________________________________________________________________________
is the owner of _______________________________________________________________________________________________________ Units.
Each Unit (“Unit”) consists of one (1) share of common stock, par value $0.0001 per share (“Common Stock”), of InterPrivate Acquisition Corp., a Delaware corporation (the “Company”), and one-half of one warrant (“Warrant”). Each whole Warrant entitles the holder to purchase one share of Common Stock for $11.50 per share (subject to adjustment). Each whole Warrant will become exercisable on the later of (i) 30 days after the Company’s completion of an initial merger, capital stock exchange, asset acquisition, or other similar business combination with one or more businesses or entities (a “Business Combination”) and (ii) 12 months from the closing of the Company’s initial public offering (“IPO”), and will expire unless exercised before 5:00 p.m., New York City Time, on the fifth anniversary of the completion of an initial Business Combination, or earlier upon redemption or liquidation. The Common Stock and Warrant(s) comprising the Unit(s) represented by this certificate are not transferable separately until ninety days following the IPO, unless EarlyBirdCapital, Inc. informs the Company of their decision to allow earlier separate trading, except that in no event will the Common Stock and Warrants be separately tradeable until the Company has filed an audited balance sheet reflecting the Company’s receipt of the gross proceeds of its initial public offering and issued a press release announcing when such separate trading will begin. The terms of the Warrants are governed by a Warrant Agreement, dated as of ___________, 2020, between the Company and Continental Stock Transfer & Trust Company, as Warrant Agent, and are subject to the terms and provisions contained therein, all of which terms and provisions the holder of this certificate consents to by acceptance hereof. Copies of the Warrant Agreement are on file at the office of the Warrant Agent at 1 State Street, 30th Floor, New York, New York 10004, and are available to any Warrant holder on written request and without cost.
This certificate is not valid unless countersigned by the Transfer Agent and Registrar of the Company.
Witness the facsimile seal of the Company and the facsimile signatures of its duly authorized officers.
By
| Chairman | Secretary |
C:
InterPrivate Acquisition Corp.
The Company will furnish without charge to each shareholder who so requests, a statement of the powers, designations, preferences, and relative, participating, optional, or other special rights of each class of stock or series thereof of the Company and the qualifications, limitations, or restrictions of such preferences and/or rights.
The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:
| TEN COM – | as tenants in common | UNIF GIFT MIN ACT - _____ Custodian ______ | ||
| TEN ENT – | as tenants by the entireties | (Cust) (Minor) | ||
| JT TEN – | as joint tenants with right of survivorship | under Uniform Gifts to Minors | ||
| and not as tenants in common | Act ______________ | |||
| (State) |
Additional abbreviations may also be used though not in the above list.
For value received, ___________________________ hereby sell, assign, and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
_____________________________________________________________________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
_____________________________________________________________________________________________________________________________________
_____________________________________________________________________________________________________________________________________
_________________________________________________________________________________________________________________________________Units
represented by the within Certificate, and do hereby irrevocably constitute and appoint
_______________________________________________________________________________________________________________________________Attorney
to transfer the said Units on the books of the within named Company with full power of substitution in the premises.
Dated ___________________
| Notice: | The signature to this assignment must correspond with the name as written upon the face of the certificate in every particular, without alteration or enlargement or any change whatever. |
Signature(s) Guaranteed:
|
THE SIGNATURE(S) SHOULD 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). |
The holder(s) of this certificate shall be entitled to receive a pro-rata portion of the funds from the trust account with respect to the common stock underlying this certificate only in the event that (i) the Corporation is forced to liquidate because it does not consummate an initial business combination within the period of time set forth in the Corporation’s Amended and Restated Certificate of Incorporation, as the same may be amended from time to time (the “Charter”) or (ii) if the holder seeks to convert his shares upon consummation of, or sell his shares in a tender offer in connection with, an initial business combination or in connection with certain amendments to the Charter. In no other circumstances shall the holder(s) have any right or interest of any kind in or to the trust account.