0001213900-26-059138 Sample Contracts
UNDERWRITING AGREEMENT between INTERPRIVATE INVESTMENT PARTNERS V, INC. and CANTOR FITZGERALD & CO. Dated: [●], 2026Underwriting Agreement • May 19th, 2026 • InterPrivate Investment Partners V, Inc. • Blank checks • New York
The undersigned, InterPrivate Investment Partners V, Inc., a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor” or the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter,” provided that, if only Cantor is listed on such Schedule A, any references to Underwriters shall refer exclusively to Cantor) as follows:
INDEMNITY AGREEMENTIndemnification Agreement • May 19th, 2026 • InterPrivate Investment Partners V, Inc. • Blank checks • New York
This INDEMNITY AGREEMENT (this “Agreement”) is entered into on [●], 2026, by and between InterPrivate Investment Partners V, Inc., a Cayman Islands exempted company (the “Company”), and [·] (“Indemnitee”).
LETTER AGREEMENTLetter Agreement • May 19th, 2026 • InterPrivate Investment Partners V, Inc. • Blank checks
This letter agreement (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between InterPrivate Investment Partners V, Inc., a Cayman Islands exempted company (the “Company”), and Cantor Fitzgerald & Co. as representative (the “Representative”) of the underwriters named therein (the “Underwriters”), relating to the underwritten initial public offering (the “IPO”) of 17,500,000 units of the Company (or up to 20,125,000 units if the Over-Allotment Option is exercised in full) (the “Units”), each comprised of one Class A ordinary share, par value $0.0001 per share, of the Company (the “Ordinary Shares”), and one-third of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the IPO pursuant to the Registration Statement on Form S-1 (File N
InterPrivate Investment Partners V, Inc.Subscription Agreement • May 19th, 2026 • InterPrivate Investment Partners V, Inc. • Blank checks • New York
We are pleased to accept the offer InterPrivate Acquisition Management V LLC (the “Subscriber” or “you”) has made to purchase 5,031,250 shares (“Founder Shares”) of the Class B ordinary shares, $0.0001 par value per share (“Class B Ordinary Shares”), of InterPrivate Investment Partners V, Inc., a Cayman Islands exempted company (the “Company”), up to 656,250 of which are subject to forfeiture by you if the underwriters of the proposed initial public offering (“IPO”) of the Company pursuant to the registration statement on Form S-1 expected to be filed by the Company in connection with the IPO (the “Registration Statement”) do not fully exercise their over-allotment option (the “Over-allotment Option”) as described below. For the purposes of this Agreement (this “Agreement”), references to “Ordinary Shares” are to, collectively, the Class B Ordinary Shares and the Company’s Class A ordinary shares, $0.0001 par value per share (the “Class A Ordinary Shares”). Pursuant to the Company’s me
WARRANT AGREEMENTWarrant Agreement • May 19th, 2026 • InterPrivate Investment Partners V, Inc. • Blank checks • New York
This WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2026, is by and between InterPrivate Investment Partners V, Inc., a Cayman Islands exempted company, with offices at 1350 Avenue of the Americas, 2nd Floor, New York, New York 10019 (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, with offices at 1 State St., 30th Floor, New York, New York 10004, as warrant agent (in such capacity, the “Warrant Agent,” and also referred to herein as the “Transfer Agent”).
UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-THIRD OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE CLASS A ORDINARY SHAREUnit Certificate • May 19th, 2026 • InterPrivate Investment Partners V, Inc. • Blank checks
Each Unit (“Unit”) consists of one (1) Class A ordinary share, par value $0.0001 per share (“Class A Ordinary Share”), of InterPrivate Investment Partners V, Inc., a Cayman Islands exempted company (the “Company”), and one-third (1/3) of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder to purchase one (1) Class A Ordinary Share for $11.50 per share (subject to adjustment). Each Warrant will become exercisable thirty (30) days after the Company’s completion of a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (a “Business Combination”), and will expire unless exercised before 5:00 p.m., New York City Time, on the date that is five (5) years after the date on which the Company completes its initial Business Combination, or earlier upon redemption or liquidation. The Class A Ordinary Share(s) and Warrant(s) comprising the Unit(s) represe
PRIVATE PLACEMENT UNIT PURCHASE AGREEMENTPrivate Placement Unit Purchase Agreement • May 19th, 2026 • InterPrivate Investment Partners V, Inc. • Blank checks • New York
This PRIVATE PLACEMENT UNIT PURCHASE AGREEMENT (this “Agreement”) is made as of the [●] day of [●], 2026, by and between InterPrivate Investment Partners V, Inc., a Cayman Islands exempted company (the “Company”), Cantor Fitzgerald & Co. (“Cantor”) and EarlyBirdCapital, Inc. (“EBC” and, collectively with Cantor, the “Subscribers”).
ADMINISTRATIVE SERVICES AGREEMENTAdministrative Services Agreement • May 19th, 2026 • InterPrivate Investment Partners V, Inc. • Blank checks
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 19th, 2026 • InterPrivate Investment Partners V, Inc. • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made as of [●], 2026 by and between InterPrivate Investment Partners V, Inc., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 19th, 2026 • InterPrivate Investment Partners V, Inc. • Blank checks • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of [●], 2026, by and among InterPrivate Investment Partners V, Inc., a Cayman Islands exempted company (the “Company”), and each undersigned party listed under the heading “Holder” on the signature page hereto (each such party, together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively, the “Holders”).
PRIVATE PLACEMENT UNIT PURCHASE AGREEMENTPrivate Placement Unit Purchase Agreement • May 19th, 2026 • InterPrivate Investment Partners V, Inc. • Blank checks • New York
This PRIVATE PLACEMENT UNIT PURCHASE AGREEMENT, dated as of [●], 2026 (as it may from time to time be amended, this “Agreement”), is entered into by and between InterPrivate Investment Partners V, Inc., a Cayman Islands exempted company (the “Company”), and InterPrivate Acquisition Management V LLC, a Delaware limited liability company (the “Purchaser”).