Exhibit 4.4


 


WARRANT AGREEMENT


 


INTERPRIVATE II ACQUISITION CORP.


 


and


 


CONTINENTAL STOCK TRANSFER & TRUST COMPANY


 


Dated [   ], 2021


 


THIS WARRANT AGREEMENT
(this “Agreement”), dated [   ], 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”).


 


WHEREAS, it is proposed
that the Company enter into that certain Sponsor Private Placement Warrants Purchase Agreement with InterPrivate Acquisition Management
II, LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor will purchase
an aggregate of 3,166,667 warrants (or up to 3,466,667 warrants if the underwriters in the Public Offering (defined below) exercise
their Over-allotment Option (as defined below) in full) simultaneously with the closing of the Offering (and the closing of the
Over-allotment Option, if applicable), bearing the legend set forth in Exhibit B hereto (the “Sponsor Private
Placement Warrants”) at a purchase price of $1.50 per Sponsor Private Placement Warrant. Each Sponsor Private Placement
Warrant entitles the holder thereof to purchase one share of Class A Common Stock (as defined below) at a price of $11.50 per share,
subject to adjustment as described herein; and


 


WHEREAS, it is proposed
that the Company enter into that certain Underwriter Private Placement Warrants Purchase Agreement with EarlyBirdCapital, Inc.,
a New York corporation (the “Underwriter”), pursuant to which the Underwriter will purchase an aggregate
of 666,667 warrants (or up to 766,667 warrants if the underwriters in the Public Offering (defined below) exercise their Over-allotment
Option (as defined below) in full) simultaneously with the closing of the Offering (and the closing of the Over-allotment Option,
if applicable), bearing the legend set forth in Exhibit B hereto (the “Underwriter Private Placement Warrants”
and together with the Sponsor Private Placement Warrants, the “Private Placement Warrants”) at a purchase
price of $1.50 per Underwriter Private Placement Warrant. Each Underwriter Private Placement Warrant entitles the holder thereof
to purchase one share of Class A Common Stock (as defined below) at a price of $11.50 per share, subject to adjustment as described
herein; and


 


WHEREAS, in order to
finance the Company’s transaction costs in connection with an intended initial merger, capital stock exchange, asset acquisition,
stock purchase, reorganization or similar business combination, involving the Company and one or more businesses (a “Business
Combination”), the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors
may, but are not obligated to, loan the Company funds as the Company may require, of which up to $1,500,000 of such loans may be
convertible into up to an additional 1,000,000 warrants (the “Working Capital Warrants”) at a price of
$1.50 per Working Capital Warrant; and


 


WHEREAS, the Company
is engaged in an initial public offering (the “Offering”) of units of the Company’s equity securities,
each such unit comprised of one share of Class A common stock of the Company, par value $0.0001 per share (“Common
Stock”), and one-fifth of one Public Warrant (as defined below) (the “Units”) and, in connection
therewith, has determined to issue and deliver up to 4,600,000 redeemable warrants (including up to 600,000 redeemable warrants
subject to the Over-allotment Option) to public investors in the Offering (the “Public Warrants” and,
together with the Private Placement Warrants and the Working Capital Warrants, the “Warrants”). Each
whole Warrant entitles the holder thereof to purchase one share of Common Stock for $11.50 per share, subject to adjustment as
described herein. Only whole Warrants are exercisable. A holder of the Public Warrants will not be able to exercise any fraction
of a Warrant; and


 



    	 



    	 



    

 


WHEREAS, the Company
has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on
Form S-1, File No. 333-253188 (the “Registration Statement”) and a prospectus (the “Prospectus”),
for the registration, under the Securities Act of 1933, as amended (the “Securities Act”), of the Units,
the Public Warrants and the Common Stock included in the Units; and


 


WHEREAS, the Company
desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance,
registration, transfer, exchange, redemption and exercise of the Warrants; and


 


WHEREAS, the Company
desires to provide for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised, and the
respective rights, limitation of rights, and immunities of the Company, the Warrant Agent and the holders of the Warrants;
and


 


WHEREAS, all acts and
things have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company and countersigned
by or on behalf of the Warrant Agent (if a physical certificate is issued), as provided herein, the valid, binding and legal obligations
of the Company, and to authorize the execution and delivery of this Agreement.


 


NOW, THEREFORE, in consideration
of the mutual agreements herein contained, the parties hereto agree as follows:


 


1.          Appointment
of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company for the Warrants, and the Warrant
Agent hereby accepts such appointment and agrees to perform the same in accordance with the terms and conditions set forth in this
Agreement.


 


2.          Warrants.


 


2.1.          Form
of Warrant. Each Warrant shall initially be issued in registered form only.


 


2.2.          Effect
of Countersignature. If a physical certificate is issued, unless and until countersigned by the Warrant Agent pursuant to this
Agreement, a certificated Warrant shall be invalid and of no effect and may not be exercised by the holder thereof.


 


2.3.          Registration.


 


2.3.1.          Warrant
Register. The Warrant Agent shall maintain books (the “Warrant Register”), for the registration of
original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants in book-entry form,
the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and
otherwise in accordance with instructions delivered to the Warrant Agent by the Company. Ownership of beneficial interests in the
Public Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained by institutions
that have accounts with The Depository Trust Company (the “Depositary”) (such institution, with respect
to a Warrant in its account, a “Participant”).


 


If the Depositary subsequently
ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding
making other arrangements for book-entry settlement. In the event that the Public Warrants are not eligible for, or it is no longer
necessary to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the
Depositary to deliver to the Warrant Agent for cancellation each book-entry Public Warrant, and the Company shall instruct the
Warrant Agent to deliver to the Depositary definitive certificates in physical form evidencing such Warrants (“Definitive
Warrant Certificates”) which shall be in the form annexed hereto as Exhibit A.


 



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Physical certificates,
if issued, shall be signed by, or bear the facsimile signature of, the Chairman of the Board, Chief Executive Officer or other
principal officer of the Company. In the event the person whose facsimile signature has been placed upon any Warrant shall have
ceased to serve in the capacity in which such person signed the Warrant before such Warrant is issued, it may be issued with the
same effect as if he or she had not ceased to be such at the date of issuance.


 


2.3.2.          Registered
Holder. Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent may deem and
treat the person in whose name such Warrant is registered in the Warrant Register (the “Registered Holder”)
as the absolute owner of such Warrant and of each Warrant represented thereby, for the purpose of any exercise thereof, and for
all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.


 


2.4.          Detachability
of Warrants. The Common Stock and Public Warrants comprising the Units shall begin separate trading on the 52nd day following
the date of the Prospectus or, if such 52nd day is not on a day, other than a Saturday, Sunday or federal holiday, on which banks
in New York City are generally open for normal business (a “Business Day”), then on the immediately succeeding
Business Day following such date, or earlier (the “Detachment Date”) with the consent of EarlyBirdCapital,
Inc., but in no event shall the Common Stock and the Public Warrants comprising the Units be separately traded until (A) the Company
has filed (i) a Current Report on Form 8-K with the Commission containing an audited balance sheet reflecting the receipt by the
Company of the gross proceeds of the Offering, including the proceeds then received by the Company from the exercise by the underwriters
of their right to purchase additional Units in the Offering (the “Over-allotment Option”), if the Over-allotment
Option is exercised prior to the filing of the Current Report on Form 8-K, and (ii) a second or amended Current Report on Form
8-K to provide updated financial information to reflect the underwriters’ exercise of the Over-allotment Option, if the Over-allotment
Option is exercised following the filing of the Form 8-K pursuant to clause (i) above, and (B) the Company issues a press release
announcing when such separate trading shall begin.


 


2.5.          Fractional
Warrants. The Company shall not issue fractional Warrants other than as part of the Units, each of which is comprised of one
share of Common Stock and one-fourth of one whole Public Warrant. If, upon the detachment of Public Warrants from the Units or
otherwise, a holder of Warrants would be entitled to receive a fractional Warrant, the Company shall round down to the nearest
whole number the number of Warrants to be issued to such holder.


 


2.6.          Private
Placement Warrants and Working Capital Warrants. The Private Placement Warrants and the Working Capital Warrants shall be identical
to the Public Warrants, except that so long as they are held by the Sponsor, the Company’s officers and directors or any
of their Permitted Transferees (as defined below), as applicable, the Private Placement Warrants and the Working Capital Warrants:
(i) may be exercised for cash or on a “cashless basis,” pursuant to subsection 3.3.1(c) hereof, (ii) including
the Common Stock issuable upon exercise of the Private Placement Warrants or Working Capital Warrants, may not be transferred,
assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, and (iii) shall
not be redeemable by the Company pursuant to Section 6.1 hereof; provided, however, that in the case
of (ii), the Private Placement Warrants, the Working Capital Warrants and any Common Stock issued upon exercise of the Private
Placement Warrants or Working Capital Warrants may be transferred by the holders thereof:


 


(a)          to
the Company’s officers, directors, advisors or consultants, any affiliate or family member of any of the Company’s
officers or directors, any affiliate of the Sponsor or to any member of the Sponsor or any of their affiliates;


 


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(b)          in
the case of an individual, as a gift to such person’s immediate family or to a trust, the beneficiary of which is a member
of such person’s immediate family, an affiliate of such person or to a charitable organization;


 


(c)          in
the case of an individual, by virtue of laws of descent and distribution upon death of such person;


 


(d)          in
the case of an individual, pursuant to a qualified domestic relations order;


 


(e)          by
private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with
the consummation of the Company’s Business Combination at prices no greater than the price at which the Warrants or Common
Stock, as applicable, were originally purchased;


 


(f)          by
virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the
Sponsor;


 


(g)          in
the event of the Company’s liquidation prior to the consummation of its initial Business Combination; or


 


(h)          in
the event that, subsequent to the consummation of a Business Combination, the Company completes a liquidation, merger, capital
stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange
their Common Stock for cash, securities or other property;


 


provided, however, that in
the case of clauses (a) through (f), these permitted transferees (the “Permitted Transferees”) must enter
into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement and the other restrictions
contained in the letter agreement, dated the date hereof, by and among the Company, the Sponsor and the Company’s officers
and directors.


 


3.          Terms
and Exercise of Warrants.


 


3.1.          Warrant
Price. Each whole Warrant shall entitle the Registered Holder thereof, subject to the provisions of such Warrant and of this
Agreement, to purchase from the Company the number of Common Stock stated therein, at the price of $11.50 per share, subject to
the adjustments provided in Section 4 hereof and in the last sentence of this Section 3.1. The term “Warrant
Price” as used in this Agreement shall mean the price per share (including in cash or by payment of Warrants pursuant
to a “cashless exercise,” to the extent permitted hereunder) described in the prior sentence at which shares of Common
Stock may be purchased at the time a Warrant is exercised. The Company in its sole discretion may lower the Warrant Price at any
time prior to the Expiration Date (as defined below) for a period of not less than fifteen Business Days (unless otherwise required
by the Commission, any national securities exchange on which the Warrants are listed or applicable law); provided that the
Company shall provide at least five days’ prior written notice of such reduction to Registered Holders of the Warrants;
and provided further, that any such reduction shall be identical among all of the Warrants.


 


3.2.          Duration
of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) (A) commencing
thirty (30) days after the first date on which the Company completes a Business Combination, and (B) terminating at the earliest
to occur of (x) 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, (y) the liquidation of the Company in accordance with the Company’s certificate of incorporation
(as amended from time to time, the “Charter”), if the Company fails to complete a Business Combination,
and (z) 5:00 p.m., New York City time on the Redemption Date (as defined below) as provided in Section 6.2 hereof;
provided, however, that the exercise of any Warrant shall be subject to the


 


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satisfaction of any applicable conditions, as
set forth in subsection 3.3.2 below, with respect to an effective registration statement or a valid exemption therefrom
being available. Except with respect to the right to receive the Redemption Price (as defined below) in the event of a redemption
(as set forth in Section 6 hereof), each Warrant not exercised on or before the Redemption Date shall become void, and all
rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m. New York City time on the Redemption
Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Redemption Date; provided
that the Company shall provide at least twenty (20) days prior written notice of any such extension to Registered Holders of the
Warrants and, provided further that any such extension shall be identical in duration among all the Warrants. Notwithstanding
anything to the contrary contained herein, for so long as any Underwriter Private Placement Warrant is held by the Underwriter
or its designees or affiliates, such Underwriter Private Placement Warrant may not be exercised after the fifth (5th) anniversary
of the effective date of the Registration Statement.


 


3.3.          Exercise
of Warrants.


 


3.3.1.          Payment.
Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering
to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised,
or, in the case of a Warrant represented by a book-entry, the Warrants to be exercised (the “Book-Entry Warrants”)
on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by
the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”)
any shares of Common Stock pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the
reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant, properly delivered by the Participant in
accordance with the Depositary’s procedures, and (iii) the payment in full of the Warrant Price for each share of Common
Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant,
the exchange of the Warrant for the shares of Common Stock and the issuance of such shares of Common Stock, as follows:


 


(a)          in
lawful money of the United States, in good certified check, good bank draft payable to the order of the Warrant Agent or wire transfers;


 


(b)          in
the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”)
has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering
the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number
of shares of Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined
in this subsection 3.3.1(b), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection
3.3.1(b) and Section 6.3, the “Fair Market Value” shall mean the average last reported sale price of the
Common Stock for the ten (10) trading days ending on the third trading day prior to the date on which the notice of redemption
is sent to the holders of the Warrants, pursuant to Section 6 hereof;


 


(c)          with
respect to any Private Placement Warrant or Working Capital Warrant, so long as such Private Placement Warrant or Working Capital
Warrant is held by the Sponsor, one of the Company’s directors or officers or a Permitted Transferee, by surrendering the
Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of
shares of Common Stock underlying the Warrants, multiplied by the excess of the “Sponsor Exercise Fair Market Value”
(as defined in this subsection 3.3.1(c)) less the Warrant Price by (y) the Sponsor Exercise Fair Market Value. Solely for
purposes of this subsection 3.3.1(c), the “Sponsor Fair Market Value” shall mean the average last
reported sale price of the Common Stock for the ten (10) trading days ending on the third (3rd) trading day prior to the date on
which notice of exercise of the Private Placement Warrant or Working Capital Warrant is sent to the Warrant Agent; or


 


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(d)          as
provided in Section 7.4 hereof.


 


3.3.2.          Issuance
of Common Stock on Exercise. As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment
of the Warrant Price (if payment is pursuant to subsection 3.3.1(a)), the Company shall issue to the Registered Holder of
such Warrant a book-entry position or certificate, as applicable, for the number of full shares of Common Stock to which he, she
or it is entitled, registered in such name or names as may be directed by him, her or it, and if such Warrant shall not have been
exercised in full, a new book-entry position or countersigned Warrant, as applicable, for the number of shares of Common Stock
as to which such Warrant shall not have been exercised. If fewer than all the Warrants evidenced by a Book Entry Warrant Certificate
are exercised, a notation shall be made to the records maintained by the Depositary, its nominee for each Book Entry Warrant Certificate,
or a Participant, as appropriate, evidencing the balance of the Warrants remaining after such exercise. Notwithstanding the foregoing,
the Company shall not be obligated to deliver any shares of Common Stock pursuant to the exercise of a Warrant and shall have no
obligation to settle such Warrant exercise unless a registration statement under the Securities Act with respect to the shares
of Common Stock underlying the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company’s
satisfying its obligations under Section 7.4. No Warrant shall be exercisable and the Company shall not be obligated to
issue shares of Common Stock upon exercise of a Warrant unless the Common Stock issuable upon such Warrant exercise have been registered,
qualified or deemed to be exempt from registration or qualification under the securities laws of the state of residence of the
Registered Holder of the Warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied
with respect to a Warrant, the holder of such Warrant shall not be entitled to exercise such Warrant and such Warrant may have
no value and expire worthless, in which case the purchaser of a Unit containing such Public Warrants shall have paid the full purchase
price for the Units solely for the shares of Common Stock underlying such Unit. In no event will the Company be required to net
cash settle the Warrant exercise. Subject to Section 4.6 of this Agreement, a Registered Holder of Warrants may exercise
its Warrants only for a whole number of Common Stock. The Company may require holders of Public Warrants to settle the Warrant
on a “cashless basis” pursuant to Section 7.4. If, by reason of any exercise of Warrants on a “cashless
basis”, the holder of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest
in a share of Common Stock, the Company shall round down to the nearest whole number, the number of shares of Common Stock to be
issued to such holder.


 


3.3.3.          Valid
Issuance. All shares of Common Stock issued upon the proper exercise of a Warrant in conformity with this Agreement shall be
validly issued, fully paid and non-assessable.


 


3.3.4.          Date
of Issuance. Each person in whose name any book-entry position or certificate, as applicable, for shares of Common Stock is
issued shall for all purposes be deemed to have become the holder of record of such shares of Common Stock on the date on which
the Warrant, or book-entry position representing such Warrant, was surrendered and payment of the Warrant Price was made, irrespective
of the date of delivery of such certificate in the case of a certificated Warrant, except that, if the date of such surrender and
payment is a date when the share transfer books of the Company or book-entry system of the Warrant Agent are closed, such person
shall be deemed to have become the holder of such shares of Common Stock at the close of business on the next succeeding date on
which the share transfer books or book-entry system are open.


 


3.3.5.          Maximum
Percentage. A holder of a Warrant may notify the Company in writing in the event it elects to be subject to the provisions
contained in this subsection 3.3.5; however, no holder of a Warrant shall be subject to this subsection 3.3.5
unless he, she or it makes such election. If the election is made by a holder, the Warrant Agent shall not effect the exercise
of the holder’s Warrant, and such holder shall not have the right to exercise such Warrant, to the extent that after giving
effect to such exercise, such person (together with such person’s affiliates or any other person subject to aggregation with


 


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such person for purposes of the “beneficial ownership” test under Section 13 of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), or any “group” (within the meaning of Section 13 of the
Exchange Act) of which such person is or may be deemed to be a part), to the Warrant Agent’s actual knowledge, would beneficially
own (within the meaning of Section 13 of the Exchange Act) (or to the extent that for any reason the equivalent calculation under
Section 16 of the Exchange Act and the rules and regulations thereunder would result in a higher ownership percentage, such higher
percentage would be) in excess of 4.9% or 9.8% (or such other amount as a holder may specify) (the “Maximum Percentage”)
of the shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence,
the aggregate number of shares of Common Stock beneficially owned by such person and its affiliates or any such other person or
group shall include the number of shares of Common Stock issuable upon exercise of the Warrant with respect to which the determination
of such sentence is being made, but shall exclude shares of Common Stock that would be issuable upon (x) exercise of the remaining,
unexercised portion of the Warrant beneficially owned by such person and its affiliates and (y) exercise or conversion of the unexercised
or unconverted portion of any other securities of the Company beneficially owned by such person and its affiliates (including,
without limitation, any convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion or
exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this paragraph,
beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. For purposes of the Warrant, in
determining the number of outstanding shares of Common Stock, the holder may rely on the number of outstanding shares of Common
Stock as reflected in (1) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report
on Form 8-K or other public filing with the Commission as the case may be, (2) a more recent public announcement by the Company
or (3) any other notice by the Company or Continental Stock Transfer & Trust Company, as transfer agent (in such capacity,
the “Transfer Agent”), setting forth the number of shares of Common Stock outstanding. For any reason
at any time, upon the written request of the holder of the Warrant, the Company shall, within two (2) Business Days, confirm orally
and in writing to such holder the number of shares of Common Stock then outstanding. In any case, the number of issued and outstanding
shares of Common Stock shall be determined after giving effect to the conversion or exercise of equity securities of the Company
by the holder and its affiliates since the date as of which such number of issued and outstanding shares of Common Stock was reported.
By written notice to the Company, the holder of a Warrant may from time to time increase or decrease the Maximum Percentage applicable
to such holder to any other percentage specified in such notice; provided, however, that any such increase shall not
be effective until the sixty-first (61st) day after such notice is delivered to the Company.


 


4.          Adjustments.


 


4.1.          Stock
Dividends.


 


4.1.1.          Split-Ups.
If after the date hereof, and subject to the provisions of Section 4.6 below, the number of issued and outstanding shares
of Common Stock is increased by a stock dividend payable in shares of Common Stock, or by a split-up of shares of Common Stock
or other similar event, then, on the effective date of such stock dividend, split-up or similar event, the number of shares of
Common Stock issuable on exercise of each Warrant shall be increased in proportion to such increase in the issued and outstanding
shares of Common Stock.


 


4.1.2.          Extraordinary
Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, pays a dividend or makes a distribution
in cash, securities or other assets to all or substantially all of the holders of the Common Stock on account of such shares of
Common Stock (or other securities into which the Warrants are convertible), other than (a) as described in subsection 4.1.1
above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the redemption rights of the holders of the Common Stock
in connection with a proposed initial Business Combination, (d) to satisfy the redemption rights of the holders of the Common Stock
in connection with a stockholder vote to amend the


 


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Company’s Charter (i) to modify the substance or timing of the Company’s
obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Company’s
public shares if it does not complete its initial Business Combination within the period set forth in the Charter, or (ii) with
respect to any other provisions relating to stockholders’ rights or pre-initial Business Combination activity, or (e) in
connection with the redemption of public shares upon the failure of the Company to complete its initial Business Combination (any
such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price
shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and/or
the fair market value (as determined by the Company’s board of directors (the “Board”), in good
faith) of any securities or other assets paid on each share of Common Stock in respect of such Extraordinary Dividend. For purposes
of this subsection 4.1.2, “Ordinary Cash Dividends” means any cash dividends or cash distributions
which, when combined on a per share basis, with all other cash dividends and cash distributions paid on the Common Stock during
the 365-day period ending on the date of declaration of such dividend or distribution does not exceed $0.50 (which amount shall
be adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding
cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of shares of Common Stock
issuable on exercise of each Warrant), but only with respect to the amount of the aggregate cash dividends or cash distributions
equal to or less than $0.50.


 


4.2.          Aggregation
of Shares. If after the date hereof, and subject to the provisions of Section 4.6 hereof, the number of issued and outstanding
shares of Common Stock is decreased by a consolidation, combination, reverse stock split or reclassification of shares of Common
Stock or other similar event, then, on the effective date of such consolidation, combination, reverse stock split, reclassification
or similar event, the number of shares of Common Stock issuable on exercise of each Warrant shall be decreased in proportion to
such decrease in issued and outstanding shares of Common Stock.


 


4.3.          Adjustments
in Warrant Price. Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted,
as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by
multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number
of shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator
of which shall be the number of shares of Common Stock so purchasable immediately thereafter.


 


4.4.          Raising
of the Capital in Connection with the Initial Business Combination. If (x) the Company issues additional shares of Common Stock
or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at
an issue price or effective issue price of less than $9.20 per share of Common Stock (with such issue price or effective issue
price to be determined in good faith by the Board and, in the case of any such issuance to the Sponsor or its affiliates, without
taking into account any shares of Class B Common Stock (as defined below), par value $0.0001 per share, of the Company held by
the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y)
the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available
for the funding of the Company’s initial Business Combination on the date of the consummation of the Company’s initial
Business Combination (net of redemptions), and (z) the volume-weighted average trading price of the Common Stock during the twenty
(20) trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination
(such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall be adjusted (to the
nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the last sales price of the
Common Stock that triggers the Company’s right to redeem the Warrants pursuant to Section 6.1 below shall be adjusted (to
the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.


 


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4.5.          Replacement
of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the issued and outstanding shares
of Common Stock (other than a change under Section 4.1 or Section 4.2 hereof or that solely affects the par value
of such shares of Common Stock), or in the case of any merger or consolidation of the Company with or into another corporation
(other than a consolidation or merger in which the Company is the continuing corporation (and is not a subsidiary of another entity
whose stockholders did not own all or substantially all of the Common Stock of the Company in substantially the same proportions
immediately before such transaction) and that does not result in any reclassification or reorganization of the issued and outstanding
shares of Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property
of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the holders of
the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified
in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon
the exercise of the rights represented thereby, the kind and amount of shares or stock or other securities or property (including
cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such
sale or transfer, that the holder of the Warrants would have received if such holder had exercised his, her or its Warrant(s) immediately
prior to such event.


 


4.6.          Notices
of Changes in Warrant. Upon every adjustment of the Warrant Price or the number of shares of Common Stock issuable upon exercise
of a Warrant, the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Warrant Price resulting
from such adjustment and the increase or decrease, if any, in the number of shares of Common Stock purchasable at such price upon
the exercise of a Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation
is based. Upon the occurrence of any event specified in Sections 4.1, 4.2, 4.3, 4.4 or 4.5, the Company shall give
written notice of the occurrence of such event to each holder of a Warrant, at the last address set forth for such holder in the
Warrant Register, of the record date or the effective date of the event. Failure to give such notice, or any defect therein, shall
not affect the legality or validity of such event.


 


4.7.          No
Fractional Shares. Notwithstanding any provision contained in this Agreement to the contrary, the Company shall not issue fractional
shares of Common Stock upon the exercise of Warrants. If, by reason of any adjustment made pursuant to this Section 4, the
holder of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share, the Company
shall, upon such exercise, round down to the nearest whole number the number of shares of Common Stock to be issued to such holder.


 


4.8.          Form
of Warrant. The form of Warrant need not be changed because of any adjustment pursuant to this Section 4, and Warrants
issued after such adjustment may state the same Warrant Price and the same number of shares of Common Stock as is stated in the
Warrants initially issued pursuant to this Agreement; provided, however, that the Company may at any time in its sole discretion
make any change in the form of Warrant that the Company may deem appropriate and that does not affect the substance thereof, and
any Warrant thereafter issued or countersigned, whether in exchange or substitution for an outstanding Warrant or otherwise, may
be in the form as so changed.


 


4.9.          Other
Events. In case any event shall occur affecting the Company as to which none of the provisions of the preceding subsections
of this Section 4 are strictly applicable, but which would require an adjustment to the terms of the Warrants in order to (i) avoid
an adverse impact on the Warrants and (ii) effectuate the intent and purpose of this Section 4, then, in each such case,
the Company shall appoint a firm of independent public accountants, investment banking or other appraisal firm of recognized national
standing, which shall give its opinion as to whether or not any adjustment to the rights represented by the Warrants is necessary
to effectuate the intent and purpose of this Section 4 and, if they determine that an adjustment is necessary, the terms
of such adjustment. The Company shall adjust the terms of the Warrants in a manner that is consistent with any adjustment recommended
in such opinion.


 


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4.10.          No
Adjustment. For the avoidance of doubt, no adjustment shall be made to the terms of the Warrants solely as a result of an adjustment
to the conversion ratio of the shares of the Company’s Class B common stock (the “Class B Common Stock”)
into Common Stock or the conversion of the shares of Class B Common Stock into Common Stock, in each case, pursuant to the Charter.


 


5.          Transfer
and Exchange of Warrants.


 


5.1.          Registration
of Transfer. The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant upon the Warrant
Register, upon surrender of such Warrant for transfer, in the case of certified Warrants, properly endorsed with signatures properly
guaranteed and accompanied by appropriate instructions for transfer. Upon any such transfer, a new Warrant representing an equal
aggregate number of Warrants shall be issued and the old Warrant shall be cancelled by the Warrant Agent. In the case of certificated
Warrants, the Warrants so cancelled shall be delivered by the Warrant Agent to the Company from time to time upon request.


 


5.2.          Procedure
for Surrender of Warrants. Warrants may be surrendered to the Warrant Agent, together with a written request for exchange or
transfer, and thereupon the Warrant Agent shall issue in exchange therefor one or more new Warrants as requested by the Registered
Holder of the Warrants so surrendered, representing an equal aggregate number of Warrants; provided, however, that
except as otherwise provided herein or with respect to any Book-Entry Warrant, each Book-Entry Warrant may be transferred only
in whole and only to the Depositary, to another nominee of the Depositary, to a successor depository, or to a nominee of a successor
depositary; provided further, however that in the event that a Warrant surrendered for transfer bears a restrictive
legend (as in the case of the Private Placement Warrants and the Working Capital Warrants), the Warrant Agent shall not cancel
such Warrant and issue new Warrants in exchange thereof until the Warrant Agent has received an opinion of counsel for the Company
stating that such transfer may be made and indicating whether the new Warrants must also bear a restrictive legend.


 


5.3.          Fractional
Warrants. The Warrant Agent shall not be required to effect any registration of transfer or exchange which shall result in
the issuance of a warrant certificate or book-entry position for a fraction of a warrant, except as part of the Units.


 


5.4.          Service
Charges. No service charge shall be made for any exchange or registration of transfer of Warrants.


 


5.5.          Warrant
Execution and Countersignature. The Warrant Agent is hereby authorized to countersign and to deliver, in accordance with the
terms of this Agreement, the Warrants required to be issued pursuant to the provisions of this Section 5, and the Company,
whenever required by the Warrant Agent, shall supply the Warrant Agent with Warrants duly executed on behalf of the Company for
such purpose.


 


5.6.          Transfer
of Warrants. Prior to the Detachment Date, the Public Warrants may be transferred or exchanged only together with the Unit
in which such Warrant is included, and only for the purpose of effecting, or in conjunction with, a transfer or exchange of such
Unit. Furthermore, each transfer of a Unit on the register relating to such Units shall operate also to transfer the Warrants included
in such Unit. Notwithstanding the foregoing, the provisions of this Section 5.6 shall have no effect on any transfer of
Warrants on and after the Detachment Date.


 


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6.          Redemption.


 


6.1.          Redemption
of Warrants for Cash. Subject to Section 6.4 hereof, not less than all of the outstanding Warrants may be redeemed,
at the option of the Company, at any time during the Exercise Period, at the office of the Warrant Agent, upon notice to the Registered
Holders of the Warrants, as described in Section 6.2 below, at a Redemption Price of $0.01 per Warrant, provided that (a)
the Reference Value equals or exceeds $18.00 per share (subject to adjustment in compliance with Section 4 hereof) and (b)
there is an effective registration statement covering the issuance of the shares of Common Stock issuable upon exercise of the
Warrants, and a current prospectus relating thereto, available throughout the 30-day Redemption Period (as defined in Section
6.2 below).


 


6.2.          Date
Fixed for, and Notice of, Redemption; Redemption Price; Reference Value. In the event that the Company elects to
redeem the Warrants pursuant to Sections 6.1 or 6.2, the Company shall fix a date for the redemption (the “Redemption
Date”). Notice of redemption shall be mailed by first class mail, postage prepaid, by the Company not less than thirty
(30) days prior to the Redemption Date (the “30-day Redemption Period”) to the Registered Holders of
the Warrants to be redeemed at their last addresses as they shall appear on the registration books. Any notice mailed in the manner
herein provided shall be conclusively presumed to have been duly given whether or not the Registered Holder received such notice.
As used in this Agreement, (a) “Redemption Price” shall mean the price per Warrant at which any Warrants
are redeemed pursuant to Sections 6.1 and (b) “Reference Value” shall mean the last reported sales
price of the shares of Common Stock for any twenty (20) trading days within the thirty (30) trading-day period ending on the third
trading day prior to the date on which notice of the redemption is given.


 


6.3.          Exercise
After Notice of Redemption. The Warrants may be exercised for cash (or on a “cashless basis” in accordance with
subsection 3.3.1 of this Agreement) at any time after notice of redemption shall have been given by the Company pursuant
to Section 6.2 hereof and prior to the Redemption Date. 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. On and
after the Redemption Date, the record holder of the Warrants shall have no further rights except to receive, upon surrender of
the Warrants, the Redemption Price.


 


6.4.          Exclusion
of Certain Warrants. The Company agrees that (a) the redemption rights provided in Section 6.1 hereof shall not apply
to the Private Placement Warrants or the Working Capital Warrants if at the time of the redemption such Private Placement Warrants
or Working Capital Warrants continue to be held by the Sponsor or any of its Permitted Transferees. However, once such Private
Placement Warrants or Working Capital Warrants are transferred (other than to Permitted Transferees in accordance with Section
2.6 hereof), the Company may redeem the Private Placement Warrants or Working Capital Warrants pursuant to Section 6.1
hereof, provided that the criteria for redemption are met, including the opportunity of the holder of such Private Placement Warrants
or Working Capital Warrants to exercise the Private Placement Warrants or Working Capital Warrants prior to redemption pursuant
to Section 6.4 hereof. Private Placement Warrants and Working Capital Warrants that are transferred to persons other than
Permitted Transferees shall upon such transfer cease to be Private Placement Warrants or Working Capital Warrants and shall become
Public Warrants under this Agreement, including for purposes of Section 9.8 hereof.


 


7.          Other
Provisions Relating to Rights of Holders of Warrants.


 


7.1.          No
Rights as Stockholder. A Warrant does not entitle the Registered Holder thereof to any of the rights of a stockholder of the
Company, including, without limitation, the right to receive dividends, or other distributions, exercise any preemptive rights
to vote or to consent or to receive notice as stockholders in respect of the meetings of stockholders or the election of directors
of the Company or any other matter.


 


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7.2.          Lost,
Stolen, Mutilated, or Destroyed Warrants. If any Warrant is lost, stolen, mutilated, or destroyed, the Company and the Warrant
Agent may on such terms as to indemnity or otherwise as they may in their discretion impose (which shall, in the case of a mutilated
Warrant, include the surrender thereof), issue a new Warrant of like denomination, tenor, and date as the Warrant so lost, stolen,
mutilated, or destroyed. Any such new Warrant shall constitute a substitute contractual obligation of the Company, whether or not
the allegedly lost, stolen, mutilated, or destroyed Warrant shall be at any time enforceable by anyone.


 


7.3.          Reservation
of Common Stock. The Company shall at all times reserve and keep available a number of its authorized but unissued shares of
Common Stock that shall be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement.


 


7.4.          Registration
of Common Stock; Cashless Exercise at Company’s Option.


 


7.4.1.          Registration
of the Common Stock. The Company agrees that as soon as practicable, but in no event later than twenty (20) Business Days after
the closing of its initial Business Combination, it shall use its commercially reasonable efforts to file with the Commission a
post-effective amendment to the Registration Statement, or a new registration statement, for the registration, under the Securities
Act, of the shares of Common Stock issuable upon exercise of the Warrants. The Company shall use its commercially reasonable efforts
to cause the same to become effective and to maintain the effectiveness of such post-effective amendment or registration statement,
and a current prospectus relating thereto, until the expiration or redemption of the Warrants in accordance with the provisions
of this Agreement. If any such post-effective amendment or registration statement has not been declared effective by the sixtieth
(60th) Business Day following the closing of the Business Combination, holders of the Warrants shall have the right, during the
period beginning on the sixty-first (61st) Business Day after the closing of the Business Combination and ending upon such post-effective
amendment or registration statement being declared effective by the Commission, and during any other period when the Company shall
fail to have maintained an effective registration statement covering the shares of Common Stock issuable upon exercise of the Warrants,
to exercise such Warrants on a “cashless basis,” by exchanging the Warrants (in accordance with Section 3(a)(9) of
the Securities Act or another exemption) for that number of shares of Common Stock equal to the quotient obtained by dividing (x)
the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market
Value” (as defined below) over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection
7.4.1, “Fair Market Value” shall mean the volume-weighted average price of the Common Stock as reported
during the ten (10) trading day period ending on the trading day prior to the date that notice of exercise is received by the Warrant
Agent from the holder of such Warrants or its securities broker or intermediary. The date that notice of “cashless exercise”
is received by the Warrant Agent shall be conclusively determined by the Warrant Agent. In connection with the “cashless
exercise” of a Public Warrant, the Company shall, upon request, provide the Warrant Agent with an opinion of counsel for
the Company (which shall be an outside law firm with securities law experience) stating that (i) the exercise of the Warrants on
a “cashless basis” in accordance with this subsection 7.4.1 is not required to be registered under the Securities
Act and (ii) the shares of Common Stock issued upon such exercise shall be freely tradable under United States federal securities
laws by anyone who is not an affiliate (as such term is defined in Rule 144 (or any successor rule) under the Securities Act) of
the Company and, accordingly, shall not be required to bear a restrictive legend. Except as provided in subsection 7.4.2,
for the avoidance of any doubt, unless and until all of the Warrants have been exercised or have expired, the Company shall continue
to be obligated to comply with its registration obligations under the first three sentences of this subsection 7.4.1.


 


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7.4.2.          Cashless
Exercise at Company’s Option. If the Common Stock is at the time of any exercise of a Public Warrant not listed on a
national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of
the Securities Act, the Company may, at its option, (i) require holders of Public Warrants who exercise Public Warrants to exercise
such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act as described in
subsection 7.4.1 and (ii) in the event the Company so elects, the Company shall (x) not be required to file or maintain
in effect a registration statement for the registration, under the Securities Act, of the Common Stock issuable upon exercise of
the Warrants, notwithstanding anything in this Agreement to the contrary, and (y) use its commercially reasonable efforts to register
or qualify for sale the Common Stock issuable upon exercise of the Public Warrant under applicable blue sky laws to the extent
an exemption is not available.


 


8.          Concerning
the Warrant Agent and Other Matters.


 


8.1.          Payment
of Taxes. The Company shall from time to time promptly pay all taxes and charges that may be imposed upon the Company or the
Warrant Agent in respect of the issuance or delivery of shares of Common Stock upon the exercise of the Warrants, but the Company
shall not be obligated to pay any transfer taxes in respect of the Warrants or such shares of Common Stock.


 


8.2.          Resignation,
Consolidation, or Merger of Warrant Agent.


 


8.2.1.          Appointment
of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be discharged
from all further duties and liabilities hereunder after giving sixty (60) days’ notice in writing to the Company. If the
office of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing
a successor Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period of
thirty (30) days after it has been notified in writing of such resignation or incapacity by the Warrant Agent or by the holder
of a Warrant (who shall, with such notice, submit his, her or its Warrant for inspection by the Company), then the holder of any
Warrant may apply to the Supreme Court of the State of New York for the County of New York for the appointment of a successor Warrant
Agent at the Company’s cost. Any successor Warrant Agent, whether appointed by the Company or by such court, shall be a corporation
or other entity organized and existing under the laws of the State of New York, in good standing and having its principal office
in the Borough of Manhattan, City and State of New York, and authorized under such laws to exercise corporate trust powers and
subject to supervision or examination by federal or state authority. After appointment, any successor Warrant Agent shall be vested
with all the authority, powers, rights, immunities, duties, and obligations of its predecessor Warrant Agent with like effect as
if originally named as Warrant Agent hereunder, without any further act or deed; but if for any reason it becomes necessary
or appropriate, the predecessor Warrant Agent shall execute and deliver, at the expense of the Company, an instrument transferring
to such successor Warrant Agent all the authority, powers, and rights of such predecessor Warrant Agent hereunder; and upon
request of any successor Warrant Agent the Company shall make, execute, acknowledge, and deliver any and all instruments in writing
for more fully and effectually vesting in and confirming to such successor Warrant Agent all such authority, powers, rights, immunities,
duties, and obligations.


 


8.2.2.          Notice
of Successor Warrant Agent. In the event a successor Warrant Agent shall be appointed, the Company shall give notice thereof
to the predecessor Warrant Agent and the Transfer Agent for the Common Stock not later than the effective date of any such appointment.


 


8.2.3.          Merger
or Consolidation of Warrant Agent. Any entity into which the Warrant Agent may be merged or with which it may be consolidated
or any entity resulting from any merger or consolidation to which the Warrant Agent shall be a party shall be the successor Warrant
Agent under this Agreement without any further act.


 


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8.3.          Fees
and Expenses of Warrant Agent.


 


8.3.1.          Remuneration.
The Company agrees to pay the Warrant Agent reasonable remuneration for its services as such Warrant Agent hereunder and shall,
pursuant to its obligations under this Agreement, reimburse the Warrant Agent upon demand for all expenditures that the Warrant
Agent may reasonably incur in the execution of its duties hereunder.


 


8.3.2.          Further
Assurances. The Company agrees to perform, execute, acknowledge, and deliver or cause to be performed, executed, acknowledged,
and delivered all such further and other acts, instruments, and assurances as may reasonably be required by the Warrant Agent for
the carrying out or performing of the provisions of this Agreement.


 


8.4.          Liability
of Warrant Agent.


 


8.4.1.          Reliance
on Company Statement. Whenever in the performance of its duties under this Agreement, the Warrant Agent shall deem it necessary
or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder,
such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively
proved and established by a statement signed by the Chief Executive Officer or Chairman of the Board of the Company and delivered
to the Warrant Agent. The Warrant Agent may rely upon such statement for any action taken or suffered in good faith by it pursuant
to the provisions of this Agreement.


 


8.4.2.          Indemnity.
The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct, fraud or bad faith. The Company
agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, out-of-pocket
costs and reasonable outside counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement,
except as a result of the Warrant Agent’s gross negligence, willful misconduct, fraud or bad faith.


 


8.4.3.          Exclusions.
The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or
execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the
Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible
to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount
of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it
by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common
Stock to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock shall, when issued, be
valid and fully paid and non-assessable.


 


8.5.          Acceptance
of Agency. The Warrant Agent hereby accepts the agency established by this Agreement and agrees to perform the same upon the
terms and conditions herein set forth and among other things, shall account promptly to the Company with respect to Warrants exercised
and concurrently account for, and pay to the Company, all monies received by the Warrant Agent for the purchase of shares of Common
Stock through the exercise of the Warrants.


 


8.6.          Waiver.
The Warrant Agent has no right of set-off or any other right, title, interest or claim of any kind (“Claim”)
in, or to any distribution of, the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of
the date hereof, by and between the Company and Continental Stock Transfer & Trust Company as trustee thereunder) and hereby
agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the Trust Account for any reason whatsoever.
The Warrant Agent hereby waives any and all Claims against the Trust Account and any and all rights to seek access to the Trust
Account.


 


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9.          Miscellaneous
Provisions.


 


9.1.          Successors.
All the covenants and provisions of this Agreement by or for the benefit of the Company or the Warrant Agent shall bind and inure
to the benefit of their respective successors and assigns.


 


9.2.          Notices.
Any notice, statement or demand authorized by this Agreement to be given or made by the Warrant Agent or by the holder of any Warrant
to or on the Company shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail
or private courier service within five (5) days after deposit of such notice, postage prepaid, addressed (until another address
is filed in writing by the Company with the Warrant Agent), as follows:


 


InterPrivate II Acquisition
Corp.


1350 Avenue of the Americas


New York, New York 10019


Attention: Brandon Bentley,
General Counsel and Director


 


with a copy to:


 


White & Case LLP


1221 Avenue of the Americas


New York, NY 10020


Attn: Joel L. Rubinstein,
Esq.


Email: joel.rubinstein@whitecase.com


 


Any notice, statement or demand authorized
by this Agreement to be given or made by the holder of any Warrant or by the Company to or on the Warrant Agent shall be sufficiently
given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five (5)
days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Warrant Agent with
the Company), as follows:


 


Continental Stock Transfer & Trust Company


One State Street, 30th
Floor


New York, NY 10004


Attention: Compliance
Department


 


in each case, with copies
to:


 


White & Case LLP


1221 Avenue of the Americas


New York, NY 10020


Attn: Joel L. Rubinstein,
Esq.


Email: joel.rubinstein@whitecase.com


 


and


 


Greenberg Traurig, LLP


1750 Tysons Boulevard


Suite 1000


McLean, VA 22102





	Attn.:	Alan I. Annex
	 	Jason T. Simon
	Email:	annexa@gtlaw.com
	 	simonj@gtlaw.com







 


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9.3.          Applicable
Law and Exclusive Forum. The validity, interpretation, and performance of this Agreement and of the Warrants shall be governed
in all respects by the laws of the State of New York. The Company hereby agrees that any action, proceeding or claim against it
arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York or
the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction
shall be exclusive forum for any such action, proceeding or claim. The Company hereby waives any objection to such exclusive jurisdiction
and that such courts represent an inconvenient forum. Notwithstanding the foregoing, the provisions of this paragraph will not
apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district
courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring
any interest in the Warrants shall be deemed to have notice of and to have consented to the forum provisions in this Section
9.4. If any action, the subject matter of which is within the scope the forum provisions above, is filed in a court other than
a court located within the State of New York or the United States District Court for the Southern District of New York (a “foreign
action”) in the name of any warrant holder, such warrant holder shall be deemed to have consented to: (x) the personal jurisdiction
of the state and federal courts located within the State of New York or the United States District Court for the Southern District
of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement
action”), and (y) having service of process made upon such warrant holder in any such enforcement action by service
upon such warrant holder’s counsel in the foreign action as agent for such warrant holder.


 


9.4.          Persons
Having Rights under this Agreement. Nothing in this Agreement shall be construed to confer upon, or give to, any person, corporation
or other entity other than the parties hereto and the Registered Holders of the Warrants any right, remedy, or claim under or by
reason of this Agreement or of any covenant, condition, stipulation, promise, or agreement hereof. All covenants, conditions, stipulations,
promises, and agreements contained in this Agreement shall be for the sole and exclusive benefit of the parties hereto and their
successors and assigns and of the Registered Holders of the Warrants.


 


9.5.          Examination
of the Warrant Agreement. A copy of this Agreement shall be available at all reasonable times at the office of the Warrant
Agent in the Borough of Manhattan, City and State of New York, for inspection by the Registered Holder of any Warrant. The Warrant
Agent may require any such holder to submit such holder’s Warrant for inspection by the Warrant Agent.


 


9.6.          Counterparts.
This Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all
purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.


 


9.7.          Effect
of Headings. The section headings herein are for convenience only and are not part of this Agreement and shall not affect the
interpretation thereof.


 


9.8.          Amendments.
This Agreement may be amended by the parties hereto without the consent of any Registered Holder for the purpose of (i) curing
any ambiguity or to correct any defective provision or mistake, including to conform the provisions hereof to the description of
the terms of the Warrants and this Agreement set forth in the Prospectus, (ii) amending the definition of “Ordinary Cash
Dividend” as contemplated by and in accordance with the second sentence of subsection 4.1.2 or (iii) adding or changing
any provisions with respect to matters or questions arising under this Agreement as the parties may deem necessary or desirable
and that the parties deem shall not adversely affect the rights of the Registered Holders under this Agreement. All other modifications
or amendments, including any modification or amendment to increase the Warrant Price or shorten the Exercise Period, shall require
the vote or written consent of the Registered Holders of 50% of the then-outstanding Public Warrants and, solely with respect to
any amendment to the terms of the Private Placement Warrants or Working Capital Warrants or any provision of this Agreement with
respect to the Private Placement Warrants or Working


 


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Capital Warrants, 50% of the then-outstanding Private Placement Warrants or
Working Capital Warrants. Notwithstanding the foregoing, the Company may lower the Warrant Price or extend the duration of the
Exercise Period pursuant to Sections 3.1 and 3.2, respectively, without the consent of the Registered Holders.


 


9.9.          Severability.
This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect
the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid
or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision
as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.


 


[Signature Page Follows]


 



    	17



    	 



    


 


IN WITNESS WHEREOF, the parties hereto
have caused this Agreement to be duly executed as of the date first above written.


 


	 	INTERPRIVATE II ACQUISITION CORP.
	 	 
	 	By:	 	 
	 	 	Name:  Brandon Bentley	 
	 	 	Title:  General Counsel and Director	 
	 	 	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY
	 	as Warrant Agent
	 	 
	 	By:	 	 
	 	 	Name:	 
	 	 	Title:  	 



 


[Signature Page to Warrant Agreement
(InterPrivate II Acquisition Corp.)]


 




    	 



    	 



    


 


Exhibit
A



[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.


 



    	 



    	 



    





 


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:  	 
	 	 	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY,
	 	as Warrant Agent	 
	 	 	 	 
	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 



 




    	 



    	 



    


 


[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.


 




    	 



    	 



    


 


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]


 




    	 



    	 



    


 


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).


 




    	 



    	 



    


 


Exhibit
B



LEGEND


 


THE SECURITIES REPRESENTED BY THIS CERTIFICATE
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD,
TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES
LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED IN
THE LETTER AGREEMENT BY AND AMONG INTERPRIVATE II ACQUISITION CORP. (THE “COMPANY”), INTERPRIVATE ACQUISITION
MANAGEMENT II, LLC AND THE OTHER PARTIES THERETO, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED
PRIOR TO THE DATE THAT IS THIRTY (30) DAYS AFTER THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (AS
DEFINED IN SECTION 3 OF THE WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION
2 OF THE WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS.


 


SECURITIES EVIDENCED BY THIS CERTIFICATE
AND SHARES OF CLASS A COMMON STOCK OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS
UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.


 


NO. [  ] WARRANT