FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 19th, 2021 • InterPrivate III Financial Partners Inc. • Blank checks • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among [Aspiration Inc.], a Delaware corporation (the “Company”) (formerly known as InterPrivate III Financial Partners Inc., a Delaware corporation), InterPrivate Acquisition Management III, LLC, a Delaware limited liability company (the “Sponsor”), certain former holders of shares of common stock, preferred stock and warrants of Aspiration Partners Inc., a Delaware corporation (“Aspiration Partners”), set forth on the signature pages hereto under the heading “Aspiration Partners Holders” (such holders, the “Aspiration Partners Holders”), the undersigned parties listed on the signature pages hereto under the heading “Existing Holders” (the “Existing Holders”) and EarlyBirdCapital, Inc., a Delaware corporation (“EarlyBird” and, collectively with the Sponsor and the Existing Holders, the “IPVF Holders”). The IPVF Holders, the Aspiration Partners Holders, and
SUBSCRIPTION AGREEMENTSubscription Agreement • August 19th, 2021 • InterPrivate III Financial Partners Inc. • Blank checks
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on August 18, 2021, by and between InterPrivate III Financial Partners Inc., a Delaware corporation (the “Company”), and the undersigned subscriber (“Subscriber”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG INTERPRIVATE III FINANCIAL PARTNERS INC., INTERPRIVATE III MERGER SUB INC., INTERPRIVATE III MERGER SUB II LLC AND ASPIRATION PARTNERS INC. DATED AS OF AUGUST 18, 2021Agreement and Plan of Merger • August 19th, 2021 • InterPrivate III Financial Partners Inc. • Blank checks • Delaware
THIS AGREEMENT AND PLAN OF MERGER is made and entered into as of August 18, 2021, by and among InterPrivate III Financial Partners Inc., a Delaware corporation (“Parent”), InterPrivate III Merger Sub Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Parent (“Merger Sub”), InterPrivate III Merger Sub II LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of Parent (“Merger Sub II”), and Aspiration Partners Inc., a Delaware corporation (the “Company”). Each of the Company, Parent, Merger Sub and Merger Sub II shall individually be referred to herein as a “Party” and, collectively, the “Parties”. The term “Agreement” as used herein refers to this Agreement and Plan of Merger, as the same may be amended from time to time, and all schedules, exhibits and annexes hereto (including the Company Disclosure Letter and the Parent Disclosure Letter, as defined herein). Defined terms used in this Agreement are listed alphabetically in Schedule A, toge
COMPANY SUPPORT AGREEMENTCompany Support Agreement • August 19th, 2021 • InterPrivate III Financial Partners Inc. • Blank checks • Delaware
This Company Support Agreement (this “Agreement”) is dated as of August 18, 2021, by and among InterPrivate III Financial Partners Inc., a Delaware corporation (“Parent”), Aspiration Partners Inc., a Delaware corporation (the “Company”), InterPrivate Acquisition Management III, LLC, a Delaware limited liability company (the “Sponsor”), and the persons set forth on Schedule I attached hereto (each, a “Stockholder” and, collectively, the “Stockholders”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • August 19th, 2021 • InterPrivate III Financial Partners Inc. • Blank checks • Delaware
This Sponsor Support Agreement (this “Sponsor Agreement”) is dated as of August 18, 2021, by and among InterPrivate Acquisition Management III, LLC, a Delaware limited liability company (the “Sponsor”), InterPrivate III Financial Partners Inc., a Delaware corporation (“Parent”), and Aspiration Partners Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • August 19th, 2021 • InterPrivate III Financial Partners Inc. • Blank checks • Delaware
This Stockholders’ Agreement (this “Agreement”) is made as of [●], by and among [Aspiration, Inc.], a Delaware corporation (the “Company”) (f/k/a InterPrivate III Financial Partners Inc., a Delaware corporation), Andrei Cherny (“Cherny”, and collectively with the individuals and entities set forth on Schedule A, as amended from time to time, the “Cherny Holders”) and Joseph Sanberg (“Sanberg”, and collectively with the individuals and entities set forth on Schedule B, as amended from time to time, the “Sanberg Holders”, and together with Cherny Holders and any individual or entity who hereafter becomes a party to this Agreement pursuant to Section 15, the “Stockholder Parties” and each a “Stockholder Party”).
