Exhibit
10.21


 


SUBSCRIPTION
AGREEMENT


 


InterPrivate
Acquisition Corp. 1350 Avenue of the Americas New York, NY 10019


 


Ladies
and Gentlemen:


 


In
connection with the proposed business combination (the “Transaction”) between InterPrivate Acquisition Corp.,
a Delaware corporation (the “Company”), and Aeva, Inc., a Delaware corporation (“Aeva”),
the undersigned subscriber (being referred to sometimes herein as the “Subscriber”) desires to subscribe for
and purchase from the Company, and the Company desires to sell to the undersigned, that number of shares of the Company’s
common stock, par value $0.0001 per share (the “Common Stock”), equal to: (a) the aggregate subscription price
set forth on the signature page hereof (the “Purchase Price”), divided by (b) a per share price equal to the
lower of: (i) $16.00 per share and (ii) the volume-weighted-average price of the shares of the Company with NYSE ticker “IPV”
for the ten trading days ended December 31, 2020 (inclusive) based on data reported by The New York Stock Exchange (“NYSE”)
(the “10-day VWAP”), provided that such 10-day VWAP shall not be lower than $10.00 per share for this calculation (as
calculated, the “Per Share Price”). The subscription shall be on such terms and subject to the conditions contained
herein. In connection therewith, the undersigned and the Company agree as follows:


 


1.
Subscription. Subject to the provisions of Section 2 hereof, the undersigned hereby irrevocably subscribes for and agrees
to purchase from the Company such number of shares of Common Stock as is set forth on the signature page of this Subscription
Agreement on the terms and subject to the conditions provided for herein (the “Shares”). The undersigned understands
and agrees that the undersigned’s subscription for the Shares shall be deemed to be accepted by the Company if and when
this Subscription Agreement is signed and delivered by a duly authorized person by or on behalf of the Company; the Company may
do so in counterpart form.


 


For
the purposes of this Subscription Agreement, “business day” means any other day than a Saturday, Sunday or
a day on which the Federal Reserve Bank of New York is closed.


 


2. Closing.
The closing of the sale of the Shares contemplated hereby (the “Subscription Closing”) is contingent upon
the substantially concurrent consummation of the Transaction (the “Transaction Closing”). The Subscription
Closing shall occur on the date of, and immediately prior to, the consummation of the Transaction (the “Transaction
Closing Date”). Not less than ten (10) business days prior to the scheduled Transaction Closing Date, the Company
shall provide written notice to the undersigned (the “Closing Notice”) (i) of such scheduled Transaction
Closing Date, (ii) that the Company reasonably expects all conditions to the closing of the Transaction to be satisfied or
waived, and (iii) wire instructions for delivery of the Purchase Price to the Escrow Agent (as defined below). The
undersigned shall deliver to Continental Stock Transfer & Trust Company, as escrow agent (the “Escrow
Agent”), at least one (1) business day prior to the Transaction Closing Date specified in the Closing Notice, the
Purchase Price, which shall be held in a segregated escrow account for the benefit of the Subscriber (the “Escrow
Account”) until the Subscription Closing pursuant to the terms of a customary escrow agreement, which shall be on
terms and conditions reasonably satisfactory to the undersigned to be entered into by the Company and the Escrow Agent (the
“Escrow Agreement”), by wire transfer of United States dollars in immediately available funds to the account
specified by the Company in the Closing Notice. The Company shall provide to the undersigned, no later than the date on which
the Closing Notice is delivered to the undersigned, a copy of the executed Escrow Agreement to be in force on the Transaction
Closing Date. On the Transaction Closing Date, the Company shall deliver to the undersigned (i) the Shares in book-entry
form, or, if required by the undersigned, certificated form, free and clear of any liens or other restrictions whatsoever
(other than those arising under state or federal securities laws as set forth herein), in the name of the undersigned (or its
nominee in accordance with its delivery instructions) or to a custodian designated by the undersigned, as applicable, and
(ii) a copy of the records of the Company’s transfer agent showing the undersigned (or such nominee or custodian) as
the owner of the Shares on and as of the Transaction Closing Date. Upon delivery of the Shares to the undersigned (or its
nominee or custodian, if applicable), the Purchase Price shall be released from the Escrow Account automatically and without
further action by the Company or the undersigned.


 






     

     


    

 


If
the Transaction Closing does not occur within two (2) business days after the Transaction Closing Date specified in the
Closing Notice, the Escrow Agent shall promptly (but not later than one (1) business day thereafter) return the Purchase
Price to the undersigned by wire transfer of U.S. dollars in immediately available funds to the account specified by the
undersigned. Furthermore, if the Transaction Closing does not occur on the same day as the Subscription Closing, the Escrow
Agent (or the Company, if the Purchase Price has been released by the Escrow Agent) shall promptly (but not later than one
(1) business day thereafter) return the Purchase Price to the undersigned by wire transfer of U.S. dollars in immediately
available funds to the account specified by the undersigned, and any book-entries and, if applicable, certificated shares,
shall be deemed cancelled (and, in the case of certificated shares, the undersigned shall promptly return such certificates
to the Company or, as directed by the Company, to the Company’s representative or agent).


 


If
this Subscription Agreement terminates following the delivery by the undersigned of the Purchase Price for the Shares, the Escrow
Agent shall promptly (but not later than one (1) business day thereafter) return the Purchase Price to the undersigned, whether
or not the Transaction Closing shall have occurred. If this Subscription Agreement terminates following the Transaction Closing,
the undersigned shall promptly upon the return to the undersigned of the Purchase Price by the Escrow Agent, transfer the Shares
to the Company.


 


3.
Closing Conditions.


 


a.
The obligations of the Company to consummate the transactions contemplated hereunder are subject to the conditions that, at the
Subscription Closing:


 


		i.	all
representations and warranties of the undersigned contained in this Subscription Agreement shall be true and correct in all material
respects (other than representations and warranties that are qualified as to materiality, which representations and warranties
shall be true and correct in all respects) at and as of the Subscription Closing as though made on the Subscription Closing (except
for those representations and warranties that speak as of a specific date, which shall be so true and correct in all material
respects as of such specified date), and consummation of the Subscription Closing shall constitute a reaffirmation by the undersigned
of each of the representations, warranties and agreements of the undersigned contained in this Subscription Agreement as of the
Subscription Closing, but in each case without giving effect to consummation of the Transaction; and



 



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		ii.	the
undersigned shall have performed or complied in all material respects with all agreements and covenants required by this Subscription
Agreement.



 


b.
The obligations of the undersigned to consummate the transactions contemplated hereunder are subject to the conditions that, at
the Subscription Closing:


 


		i.	all
representations and warranties of the Company contained in this Subscription Agreement shall be true and correct in all material
respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined
herein), which representations and warranties shall be true and correct in all respects) at and as of the Subscription Closing
as though made on the Subscription Closing (except for those representations and warranties that speak as of a specific date,
which shall be so true and correct in all material respects as of such specified date), and consummation of the Subscription Closing
shall constitute a reaffirmation by the Company of each of the representations, warranties and agreements of the Company contained
in this Subscription Agreement as of the Subscription Closing, but in each case without giving effect to consummation of the Transaction;



 


		ii.	the
Company shall have performed or complied in all material respects with all agreements and covenants required by this Subscription
Agreement; and



 


		iii.	no
amendment, modification or waiver of the Transaction Agreement (as defined below) shall have occurred that reasonably would be
expected to materially and adversely affect the economic benefits that the Subscriber reasonably would expect to receive under
this Subscription Agreement.



 


c.
The obligations of each of the Company and the undersigned to consummate the transactions contemplated hereunder are subject to
the conditions that, at the Subscription Closing:


 


		i.	no
suspension of the qualification of the Shares for offering or sale or trading in any jurisdiction, or initiation or threatening
of any proceedings for any of such purposes, shall have occurred;



 


		ii.	no
governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation
(whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the transactions
contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby, and
no governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such restraint or
prohibition; and



 






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		iii.	all
conditions precedent to the closing of the Transaction set forth in the Transaction Agreement, including the approval of the Company’s
stockholders and regulatory approvals, if any, shall have been satisfied or waived (other than those conditions which, by their
nature, are to be satisfied by a party to the Transaction Agreement at the closing of the Transaction, but subject to satisfaction
or waiver by such party of such conditions as of the closing of the Transaction).



 


4.
Further Assurances. At the Subscription Closing, the parties hereto shall execute and deliver or cause to be executed and
delivered such additional documents and take such additional actions as the parties reasonably may deem to be practical and necessary
in order to consummate the subscription as contemplated by this Subscription Agreement.


 


5.
Company Representations and Warranties. The Company represents and warrants to the undersigned that:


 


a.
The Company is validly existing and is in good standing under the laws of the State of Delaware, with corporate power and authority
to own, lease and operate its properties and conduct its business as presently conducted and to enter into, deliver and perform
its obligations under this Subscription Agreement.


 


b.
The Shares have been duly authorized and, when issued and delivered to the undersigned against full payment therefor in accordance
with the terms of this Subscription Agreement, the Shares will be validly issued, fully paid and non-assessable and will not have
been issued in violation of or subject to any preemptive or similar rights created under the Company’s Amended and Restated
Certificate of Incorporation or under the laws of the State of Delaware.


 


c.
The authorized capital stock of the Company consists of (i) 1,000,000 shares of preferred stock, par value $0.0001 per share (“Preferred
Stock”) and (ii) 50,000,000 shares of Common Stock. As of the date hereof and as of immediately prior to the Subscription
Closing and the Transaction Closing: (A) no shares of Preferred Stock are issued and outstanding (B) 31,055,500 shares of Common
Stock are issued and outstanding, (C) the Company has entered into subscription agreements for the purchase of 12,000,000 shares
of Common Stock for aggregate gross proceeds of $120,000,000 in a private placement (the “Initial Private Placement Shares”),
and (D) the Company has entered into further subscription agreements for the purchase of 13,043,478 shares of Common Stock for
aggregate gross proceeds of $150,000,000.00 in a private placement (together with the Initial Private Placement Shares, the “Private
Placement Shares”) the consummation of which is contingent on the Transaction Closing.


 


d.
This Subscription Agreement has been duly authorized, executed and delivered by the Company and is enforceable in accordance with
its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium or other laws relating to or affecting the rights of creditors generally, and (ii) principles of equity, whether considered
at law or equity.


 






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e.
The issuance and sale of the Shares and the execution, delivery and compliance by the Company with all of the provisions of
this Subscription Agreement and the consummation of the transactions herein will not conflict with or result in a breach or
violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any
lien, charge or encumbrance upon any of the property or assets of the Company or any of its subsidiaries pursuant to the
terms of (i) any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which
the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any
of the property or assets of the Company is subject, which would reasonably be expected to have a material adverse effect on
the business, properties, financial condition, stockholders’ equity or results of operations of the Company (a
“Material Adverse Effect”) or materially affect the validity of the Shares or the legal authority of the
Company to comply in all material respects with the terms of this Subscription Agreement; (ii) result in any violation of the
provisions of the organizational documents of the Company; or (iii) result in any violation of any statute or any judgment,
order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over the
Company or any of its properties that would reasonably be expected to have a Material Adverse Effect or materially affect the
validity of the Shares or the legal authority of the Company to comply with this Subscription Agreement.


 


f.
The Company is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing
or registration with, any court or other federal, state, local or other governmental authority, self-regulatory organization (including
NYSE) or other person in connection with the execution, delivery and performance of this Subscription Agreement (including, without limitation, the issuance of the Shares), other
than (i) filings with the Securities and Exchange Commission (the “Commission”), (ii) filings required by
applicable state securities laws, (iii) filings required by NYSE, including with respect to obtaining shareholder approval,
(iv) filings required to consummate the Transaction as provided under the definitive documents relating to the Transaction,
and (v) where the failure of which to obtain would not be reasonably likely to have a Material Adverse Effect or have a
material adverse effect on the Company’s ability to consummate the transactions contemplated hereby, including the
issuance and sale of the Shares.


 


g.
The Company has not received any written communication from a governmental entity that alleges that the Company is not in compliance
with or is in default or violation of any applicable law, except where such non-compliance, default or violation would not be
reasonably likely to have, individually or in the aggregate, a Material Adverse Effect.


 


h.
The issued and outstanding shares of Common Stock of the Company are registered pursuant to Section 12(b) of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), and are listed for trading on NYSE under the symbol “IPV”
(it being understood that the trading symbol will be changed in connection with the Transaction Closing). Except as disclosed
in the Company’s filings with the Commission, there is no suit, action, proceeding or investigation pending or, to the knowledge
of the Company, threatened against the Company by NYSE or the Commission, respectively, to prohibit or terminate the listing of
the Company’s Common Stock on NYSE or to deregister the Common Stock under the Exchange Act. The Company has taken no action
that is designed to terminate the registration of the Common Stock under the Exchange Act.


 




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i.
Assuming the accuracy of the undersigned’s representations and warranties set forth in Section 6 of this Subscription Agreement,
no registration under the Securities Act is required for the offer and sale of the Shares by the Company to the undersigned.


 


j.
A copy of each form, report, statement, schedule, prospectus, proxy, registration statement and other document, if any, filed
by the Company with the Commission since its initial registration of the Common Stock under the Exchange Act (the “SEC
Documents”) is available to the undersigned via the Commission’s EDGAR system. None of the SEC Documents contained,
when filed or, if amended, as of the date of such amendment with respect to those disclosures that are amended, any untrue statement
of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading; provided, that with respect to the information
about the Company’s affiliates contained in the Schedule 14A and related proxy materials (or other SEC document) to be filed
by the Company the representation and warranty in this sentence is made to the Company’s knowledge. The Company has timely
filed each report, statement, schedule, prospectus, and registration statement that the Company was required to file with the
Commission since its initial registration of the Common Stock under the Exchange Act. There are no material outstanding or unresolved
comments in comment letters from the staff of the Division of Corporation Finance (the “Staff”) of the Commission
with respect to any of the SEC Documents.


 


k.
Except for such matters as have not had and would not be reasonably likely to have, individually or in the aggregate, a Material
Adverse Effect, there is no (i) action, suit, claim or other proceeding, in each case by or before any governmental authority
pending, or, to the knowledge of the Company, threatened against the Company or (ii) judgment, decree, injunction, ruling or order
of any governmental entity or arbitrator outstanding against the Company.


 


l.
The Company acknowledges and agrees that, notwithstanding anything herein
to the contrary, the Shares may be pledged by the Subscriber in connection with a bona fide margin agreement, which shall not be
deemed to be a transfer, sale or assignment of the Shares hereunder, and the Subscriber effecting a pledge of Shares shall not
be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Subscription
Agreement; provided that such pledge shall be (i) pursuant to an available exemption from the registration requirements of the
Securities Act or (ii) pursuant to, and in accordance with, a registration statement that is effective under the Securities Act
at the time of such pledge. The Company hereby agrees to execute and deliver such documentation as a pledgee of the Shares may
reasonably request in connection with a pledge of the Shares to such pledgee by the Subscriber, provided that the Subscriber shall
be responsible for payment of legal fees and expenses incurred by the Company in connection with such request.


 






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6.
Subscriber Representations and Warranties. The undersigned represents and warrants to the Company that:


 


a.
The undersigned is (i) a “qualified institutional buyer” (as defined under in Rule 144A under the Securities Act)
or (ii) an institutional “accredited investor” (within the meaning of Rule 501(a) under the Securities Act), in each
case, satisfying the requirements set forth on Schedule A, and is acquiring the Shares only for his, her or its own account
and not for the account of others, and not on behalf of any other account or person or with a view to, or for offer or sale in
connection with, any distribution thereof in violation of the Securities Act (and shall provide the requested information on Schedule
A following the signature page hereto). Accordingly, the undersigned understands that the offering of the Shares meets the
exemptions from filing under FINRA Rule 5123(b)(1)(C) or (J).


 


b.
The undersigned (i) is an institutional account as defined in FINRA Rule 4512(c), (ii) is a sophisticated investor, experienced
in investing in private equity transactions and capable of evaluating investment risks independently, both in general and with
regard to all transactions and investment strategies involving a security or securities and (iii) has exercised independent judgment
in evaluating its participation in the purchase of the Shares. Accordingly, the undersigned understands that the offering of the
Shares meets (x) the exemptions from filing under FINRA Rule 5123(b)(1)(A) and (y) the institutional customer exemption under
FINRA Rule 2111(b).


 


c.
The undersigned understands that the Shares are being offered in a transaction not involving any public offering within the meaning
of the Securities Act and that the Shares have not been registered under the Securities Act. The undersigned understands that
the Shares may not be resold, transferred, pledged or otherwise disposed of by the undersigned absent an effective registration
statement under the Securities Act except (i) to the Company or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers
and sales that occur outside the United States within the meaning of Regulation S under the Securities Act or (iii) pursuant to
another applicable exemption from the registration requirements of the Securities Act, and in each of cases (i) and (iii) in accordance
with any applicable securities laws of the states and other jurisdictions of the United States, and that any certificates or book-entry
positions representing the Shares shall contain a legend to such effect. The undersigned acknowledges that the Shares will not
be immediately eligible for resale pursuant to Rule 144 promulgated under the Securities Act and, as a result, the undersigned
may not be able to readily resell the Shares and may be required to bear the financial risk of an investment in the Shares for
an indefinite period of time. The undersigned understands that it has been advised to consult legal counsel prior to making any
offer, resale, pledge or transfer of any of the Shares.


 


d.
The undersigned understands and agrees that the undersigned is purchasing Shares directly from the Company. The undersigned further
acknowledges that there have been no representations, warranties, covenants and agreements made to the undersigned by the Company,
its officers or directors, or any other party to the Transaction or person or entity, expressly or by implication, other than
those representations, warranties, covenants and agreements included in this Subscription Agreement.


 


e.
Either (i) the undersigned is not a Benefit Plan Investor as contemplated by the Employee Retirement Income Security Act of
1974, as amended (“ERISA”), or (ii) the undersigned’s acquisition and holding of the Shares will not
constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA, Section 4975 of the Internal Revenue
Code of 1986, as amended, or any applicable similar law.


 






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f.
The undersigned acknowledges and agrees that the undersigned has received and has had an adequate opportunity to review, such
financial and other information and to ask questions regarding the Company as the undersigned deems necessary in order to make
an investment decision with respect to the Shares and made its own assessment and is satisfied concerning the relevant tax and
other economic considerations relevant to the undersigned’s investment in the Shares. Without limiting the generality of
the foregoing, the undersigned acknowledges that it has reviewed the documents provided to the undersigned by the Company. The
undersigned represents and agrees that the undersigned and the undersigned’s professional advisor(s), if any, have had the
full opportunity to ask such questions, receive such answers and obtain such information as the undersigned and such undersigned’s
professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Shares. The undersigned
further acknowledges that the information provided to the undersigned is preliminary and subject to change and the Company is
under no obligation to inform the undersigned regarding any such changes, except to the extent such changes would reasonably be
expected to cause the failure of the Company to satisfy a condition to the Subscriber’s obligations at the Closing set forth
in Section 3(b).


 


g.
The undersigned became aware of this offering of the Shares solely by means of direct contact between the undersigned and the
Company or a representative of the Company, and the Shares were offered to the undersigned solely by direct contact between the
undersigned and the Company or a representative of the Company. The undersigned did not become aware of this offering of the Shares,
nor were the Shares offered to the undersigned, by any other means. The undersigned acknowledges that the Company represents and
warrants that the Shares (i) were not offered by any form of general solicitation or general advertising and (ii) are not being
offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state
securities laws.


 


h.
The undersigned acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the Shares.
The undersigned is able to fend for himself, herself or itself in the transactions completed herein, has such knowledge and experience
in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Shares and has the
ability to bear the economic risks of such investment in the Shares. The undersigned has sought such accounting, legal and tax
advice as the undersigned has considered necessary to make an informed investment decision.


 


i.
Alone, or together with any professional advisor(s), the undersigned has adequately analyzed and fully considered the risks of
an investment in the Shares and determined that the Shares are a suitable investment for the undersigned and that the undersigned
is able at this time and in the foreseeable future to bear the economic risk of a total loss of the undersigned’s investment
in the Company. The undersigned acknowledges specifically that a possibility of total loss exists.


 






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j.
In making its decision to purchase the Shares, the undersigned has relied solely upon independent investigation made by the
undersigned and the representations, warranties and covenants contained herein. Without limiting the generality of the
foregoing, the undersigned has not relied on any statements or other information provided by the Placement Agents (as defined
below) concerning the Company or the Shares or the offer and sale of the Shares.


 


k.
The undersigned understands and agrees that no federal or state agency has passed upon or endorsed the merits of the offering
of the Shares or made any findings or determination as to the fairness of this investment.


 


l.
The undersigned is validly existing in good standing under the laws of its jurisdiction of incorporation or formation.


 


m.
The execution, delivery and performance by the undersigned of this Subscription Agreement are within the powers of the undersigned,
have been duly authorized and will not constitute or result in a breach or default under or conflict with any order, ruling or
regulation of any court or other tribunal or of any governmental commission or agency, or any agreement or other undertaking,
to which the undersigned is a party or by which the undersigned is bound, and, if the undersigned is not an individual, will not
violate any provisions of the undersigned’s charter documents, including, without limitation, its incorporation or formation
papers, bylaws, indenture of trust or partnership or operating agreement, as may be applicable. The signature on this Subscription
Agreement is genuine, and the signatory, if the undersigned is an individual, has legal competence and capacity to execute the
same or, if the undersigned is not an individual, the signatory has been duly authorized to execute the same, and this Subscription
Agreement constitutes a legal, valid and binding obligation of the undersigned, enforceable against the undersigned in accordance
with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium or other laws relating to or affecting the rights of creditors generally, and (ii) principles of equity, whether considered
at law or equity.


 


n.
Neither the due diligence investigation conducted by the undersigned in connection with making its decision to acquire the Shares
nor any representations and warranties made by the undersigned herein shall modify, amend or affect the undersigned’s right
to rely on the truth, accuracy and completeness of the Company’s representations and warranties contained herein.


 


o.
The undersigned is not (i) a person or entity named on the List of Specially Designated Nationals and Blocked Persons
administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) or in any
Executive Order issued by the President of the United States and administered by OFAC (“OFAC List”), or a
person or entity prohibited by any OFAC sanctions program, (ii) a Designated National as defined in the Cuban Assets Control
Regulations, 31 C.F.R. Part 515, or (iii) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell
bank. The undersigned agrees to provide law enforcement agencies, if requested thereby, such records as required by
applicable law, provided that the undersigned is permitted to do so under applicable law. If the undersigned is a financial
institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.), as amended by the USA PATRIOT Act of 2001, and
its implementing regulations (collectively, the “BSA/PATRIOT Act”), the undersigned maintains policies and
procedures reasonably designed to comply with applicable obligations under the BSA/PATRIOT Act. To the extent required, it
maintains policies and procedures reasonably designed for the screening of its investors against the OFAC sanctions programs,
including the OFAC List. To the extent required, it maintains policies and procedures reasonably designed to ensure that the
funds held by the undersigned and used to purchase the Shares were legally derived.


 



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p.
No disclosure or offering document has been prepared by Morgan Stanley & Co. LLC or Credit Suisse Securities (USA) LLC (collectively,
the “Placement Agents”) or any of their respective affiliates in connection with the offer and sale of the
Shares.


 


q.
The Placement Agents and their respective directors, officers, employees, representatives and controlling persons have made no
independent investigation with respect to the Company or the Shares or the accuracy, completeness or adequacy of any information
supplied to the undersigned by the Company.


 


r.
In connection with the issue and purchase of the Shares, the Placement Agents have not acted as the undersigned’s financial
advisor or fiduciary.


 


7.
Registration Rights.


 


a.
In the event that the Shares are not registered in connection with the consummation of the Transaction, the Company agrees that,
within thirty (30) calendar days after the consummation of the Transaction (the “Filing Deadline”), the Company
will file with the Commission (at the Company’s sole cost and expense) a registration statement (the “Registration
Statement”) registering the resale of the Shares and the Private Placement Shares, and the Company shall use its commercially
reasonable efforts to have the Registration Statement declared effective as soon as practicable after the filing thereof, but
no later than the earlier of: (i) the 60th calendar day (or 120th calendar day if the Commission notifies the Company that it
will “review” the Registration Statement) following the Filing Deadline and (ii) the 10th Business Day after the date
the Company is notified (orally or in writing) by the Commission that the Registration Statement will not be “reviewed”
or will not be subject to further review (such earlier date, the “Effectiveness Date”); provided, however,
that the Company’s obligations to include the Shares in the Registration Statement are contingent upon the undersigned furnishing
in writing to the Company such information regarding the undersigned, the securities of the Company held by the undersigned and
the intended method of disposition of the Shares as shall be reasonably requested by the Company to effect the registration of
the Shares, and shall execute such documents in connection with such registration as the Company may reasonably request that are
customary of a selling stockholder in similar situations. Notwithstanding the foregoing, if the Commission prevents the Company
from including in the Registration Statement any or all of the Shares and the Private Placement Shares due to limitations on the
use of Rule 415 of the Securities Act for the resale of the Shares and the Private Placement Shares by the applicable stockholders
or otherwise, the Registration Statement shall register for resale such number of Shares and Private Placement Shares which is
equal to the maximum number of Shares and Private Placement Shares as is permitted by the Commission. In such event, the number
of Shares and Private Placement Shares to be registered for each selling stockholder named in the Registration Statement shall
be reduced pro rata among all such selling stockholders. If the Commission requests that the undersigned be identified as a statutory
underwriter in the Registration Statement, the undersigned will have an opportunity to withdraw from the Registration Statement.
The Company will use its commercially reasonable efforts to maintain the continuous effectiveness of the Registration Statement
until the earliest of (i) the date on which the Shares may be resold without volume or manner of sale limitations pursuant to
Rule 144 promulgated under the Securities Act, (ii) the date on which such Shares have actually been sold and (iii) the date which
is two years after the Subscription Closing. For purposes of clarification, any failure by the Company to file the Registration
Statement by the Filing Deadline or to effect such Registration Statement by the Effectiveness Date shall not otherwise relieve
the Company of its obligations to file or effect the Registration Statement set forth in this Section 7.


 






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b.
In the case of the registration effected by the Company pursuant to this Subscription Agreement, the Company shall, upon reasonable
request, inform the undersigned as to the status of such registration. At its expense the Company shall:


 


 i. advise the undersigned within one (1) business day:




 


(A)
when a Registration Statement or any post-effective amendment thereto has become effective;


 


(B)
of the issuance by the Commission of any stop order suspending the effectiveness of any Registration Statement or the initiation
of any proceedings for such purpose;


 


(C)
of the receipt by the Company of any notification with respect to the suspension of the qualification of the Shares included therein
for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and


 


(D)
subject to the provisions in this Subscription Agreement, of the occurrence of any event that requires the making of any changes
in any Registration Statement or prospectus so that, as of such date, the statements therein are not misleading and do not omit
to state a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus,
in the light of the circumstances under which they were made) not misleading.


 


Notwithstanding
anything to the contrary set forth herein, the Company shall not, when so advising the undersigned of such events, provide Subscriber
with any material, nonpublic information regarding the Company other than to the extent that providing notice to Subscriber of
the occurrence of the events listed in (A) through (D) above constitutes material, nonpublic information regarding the Company;


 


ii.
use its commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of any Registration
Statement as soon as reasonably practicable;


 


iii.
upon the occurrence of any event contemplated in Section 7(b)(ii)(D), except for such times as the Company is permitted
hereunder to suspend, and has suspended, the use of a prospectus forming part of a Registration Statement, the Company shall
use its commercially reasonable efforts to as soon as reasonably practicable prepare a post-effective amendment to such
Registration Statement or a supplement to the related prospectus, or file any other required document so that, as thereafter
delivered to purchasers of the Shares included therein, such prospectus will not include any untrue statement of a material
fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under
which they were made, not misleading;


 






    11


     


    

 


iv.
use its commercially reasonable efforts to cause all Shares to be listed on each securities exchange or market, if any, on which
the Company’s Common Stocks and Preferred Stocks are then listed; and


 


v.
(if the Commission shall at any time object to the inclusion of such Shares in the Registration Statement) give prompt notice
to the undersigned and their counsel and give them fair and reasonable time (but, in any event, at least three (3) business days)
to respond and discuss with the Company, prior to answering the Commission or agreeing to the exclusion of such Shares from the
Registration Statement.


 


c.
Notwithstanding anything to the contrary in this Subscription Agreement, the Company shall be entitled to delay or postpone
the effectiveness of the Registration Statement, and from time to time to require the Subscriber not to sell under the
Registration Statement or to suspend the effectiveness thereof, if the negotiation or consummation of a transaction by the
Company or its subsidiaries is pending or an event has occurred, which negotiation, consummation or event, the
Company’s board of directors reasonably believes, upon the advice of legal counsel, would require additional disclosure
by the Company in the Registration Statement of material information that the Company has a bona fide business purpose for
keeping confidential and the non-disclosure of which in the Registration Statement would be expected, in the reasonable
determination of the Company’s board of directors, upon the advice of legal counsel, to cause the Registration
Statement to fail to comply with applicable disclosure requirements (each such circumstance, a “Suspension
Event”); provided, however, that the Company may not delay or suspend the Registration Statement on more than three
occasions or for more than sixty (60) consecutive calendar days, or more than one hundred and twenty (120) total calendar
days, in each case during any twelve-month period. Upon receipt of any written notice from the Company of the happening of
any Suspension Event (which notice shall not contain material non-public information) during the period that the Registration
Statement is effective or if as a result of a Suspension Event the Registration Statement or related prospectus contains any
untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make
the statements therein, in light of the circumstances under which they were made (in the case of the prospectus) not
misleading, the Subscriber agrees that (i) it will immediately discontinue offers and sales of the Shares under the
Registration Statement (excluding, for the avoidance of doubt, sales conducted pursuant to Rule 144) until the Subscriber
receives copies of a supplemental or amended prospectus (which the Company agrees to promptly prepare) that corrects the
misstatement(s) or omission(s) referred to above and receives notice that any post-effective amendment has become effective
or unless otherwise notified by the Company that it may resume such offers and sales, and (ii) it will maintain the
confidentiality of any information included in such written notice delivered by the Company unless otherwise required by law
or subpoena. If so directed by the Company, the Subscriber will deliver to the Company or, in the Subscriber’s sole
discretion destroy, all copies of the prospectus covering the Shares in the Subscriber’s possession; provided, however,
that this obligation to deliver or destroy all copies of the prospectus covering the Shares shall not apply (i) to the extent
the Subscriber is required to retain a copy of such prospectus (a) in order to comply with applicable legal, regulatory,
self-regulatory or professional requirements or (b) in accordance with a bona fide pre-existing document retention policy or
(ii) to copies stored electronically on archival servers as a result of automatic data back- up.


 






    12


     


    

 


d.
The Subscriber may deliver written notice (an “Opt-Out Notice”) to the Company requesting that the Subscriber
not receive notices from the Company otherwise required by this Section 7; provided, however, that the Subscriber
may later revoke any such Opt-Out Notice in writing. Following receipt of an Opt-Out Notice from the Subscriber (unless subsequently
revoked), (i) the Company shall not deliver any such notices to the Subscriber and the Subscriber shall no longer be entitled
to the rights associated with any such notice and (ii) each time prior to the Subscriber’s intended use of an effective
Registration Statement, the Subscriber will notify the Company in writing at least two (2) business days in advance of such intended
use, and if a notice of a Suspension Event was previously delivered (or would have been delivered but for the provisions of this
Section 7(c)) and the related suspension period remains in effect, the Company will so notify the Subscriber, within one (1) business
day of the Subscriber’s notification to the Company, by delivering to the Subscriber a copy of such previous notice of Suspension
Event, and thereafter will provide the Subscriber with the related notice of the conclusion of such Suspension Event immediately
upon its availability.


 


e.
The Company shall, notwithstanding any termination of this Subscription Agreement, indemnify, defend and hold harmless the
Subscriber (to the extent a seller under the Registration Statement), the officers, directors and agents of each of them, and
each person who controls the Subscriber (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange
Act) to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities,
costs (including, without limitation, reasonable attorneys’ fees) and expenses (collectively,
“Losses”), as incurred, that arise out of or are based upon (i) any untrue or alleged untrue statement of
a material fact contained in the Registration Statement, any prospectus included in the Registration Statement or any form of
prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any
omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements
therein (in the case of any prospectus or form of prospectus or supplement thereto, in light of the circumstances under which
they were made) not misleading, or (ii) any violation or alleged violation by the Company of the Securities Act, Exchange Act
or any state securities law or any rule or regulation thereunder, in connection with the performance of its obligations under
this Section 7, except to the extent, but only to the extent, that such untrue statements, alleged untrue statements,
omissions or alleged omissions are based upon information regarding the Subscriber furnished in writing to the Company by the
Subscriber expressly for use therein or the Subscriber has omitted a material fact from such information or otherwise
violated the Securities Act, Exchange Act or any state securities law or any rule or regulation thereunder; provided,
however, that the indemnification contained in this Section 7 shall not apply to amounts paid in settlement of any Losses if
such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld, conditioned
or delayed), nor shall the Company be liable for any Losses to the extent they arise out of or are based upon a violation
which occurs (A) in reliance upon and in conformity with written information furnished by a Subscriber, (B) in connection
with any failure of such person to deliver or cause to be delivered a prospectus made available by the Company in a timely
manner, (C) as a result of offers or sales effected by or on behalf of any person by means of a freewriting prospectus (as
defined in Rule 405) that was not authorized in writing by the Company, or (D) in connection with any offers or sales
effected by or on behalf of a Subscriber in violation of Section 7(c) hereof. The Company shall notify the Subscriber
promptly of the institution, threat or assertion of any proceeding arising from or in connection with the transactions
contemplated by this Section 7 of which the Company is aware. Such indemnity shall remain in full force and effect regardless
of any investigation made by or on behalf of an indemnified party and shall survive the transfer of the Shares by the
Subscriber.


 






    13


     


    

 


f.
The Subscriber shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents and
employees, and each person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of
the Exchange Act), to the fullest extent permitted by applicable law, from and against all Losses, as incurred, arising out of
or are based upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any prospectus
included in the Registration Statement, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary
prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein
or necessary to make the statements therein (in the case of any prospectus, or any form of prospectus or supplement thereto, in
light of the circumstances under which they were made) not misleading to the extent, but only to the extent, that such untrue
statements or omissions are based upon information regarding the Subscriber furnished in writing to the Company by the Subscriber
expressly for use therein; provided, however, that the indemnification contained in this Section 7 shall not apply to amounts
paid in settlement of any Losses if such settlement is effected without the consent of the Subscriber (which consent shall not
be unreasonably withheld, conditioned or delayed). In no event shall the liability of any Subscriber be greater in amount than
the dollar amount of the net proceeds received by the Subscriber upon the sale of the Shares giving rise to such indemnification
obligation. The Subscriber shall notify the Company promptly of the institution, threat or assertion of any proceeding arising
from or in connection with the transactions contemplated by this Section 7 of which the Subscriber is aware. Such indemnity shall
remain in full force and effect regardless of any investigation made by or on behalf of an indemnified party and shall survive
the transfer of the Shares by the Subscriber.


 


8. Termination.
This Subscription Agreement shall terminate and be void and of no further force and effect, and all rights and obligations of
the parties hereunder shall terminate without any further liability on the part of any party in respect thereof, upon the
earliest to occur of (a) such time as the Company notifies the undersigned in writing, or publicly discloses, that it does
not intend to consummate the Transaction, (b) following the execution of a definitive agreement among the Company and Aeva
with respect to the Transaction (a “Transaction Agreement”), such date and time as such Transaction
Agreement is terminated in accordance with its terms without the Transaction being consummated, (c) upon the mutual written
agreement of each of the parties hereto to terminate this Subscription Agreement, (d) if any of the conditions to the
Subscription Closing set forth in Section 3 of this Subscription Agreement are not satisfied or waived on or prior to the
Subscription Closing and, as a result thereof, the transactions contemplated by this Subscription Agreement are not
consummated at the Subscription Closing, or (e) if the consummation of the Transaction shall not have occurred by the earlier
of (x) the 10th business day after the anticipated Transaction Closing Date specified in the Closing Notice, or (y) March 31,
2021; provided that nothing herein will relieve any party from liability for any willful breach hereof prior to the
time of termination, and each party will be entitled to any remedies at law or in equity to recover losses, liabilities or
damages arising from such breach. The Company shall promptly notify the undersigned of the termination of the Transaction
Agreement after the termination of such agreement.


 






    14


     


    

 


9.
Trust Account Waiver. The undersigned acknowledges that the Company is a blank check company with the powers and privileges
to effect a merger, asset acquisition, reorganization or similar business combination involving the Company and one or more businesses
or assets. The undersigned further acknowledges that, as described in the Company’s prospectus relating to its initial public
offering dated February 3, 2020 available at www.sec.gov, substantially all of the Company’s assets consist of the cash
proceeds of the Company’s initial public offering and private placements of its securities, and substantially all of those
proceeds have been deposited in a trust account (the “Trust Account”) for the benefit of the Company, its public
stockholders and the underwriters of the Company’s initial public offering. For and in consideration of the Company entering
into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby irrevocably
waives any and all right, title and interest, or any claim of any kind it has or may have in the future, in or to any monies held
in the Trust Account, and agrees not to seek recourse against the Trust Account, in each case, as a result of, or arising out
of, this Subscription Agreement; provided that nothing in this Section 9 shall be deemed to limit the undersigned’s
right, title, interest or claim to the Trust Account by virtue of the undersigned’s record or beneficial ownership of securities
of the Company acquired by any means other than pursuant to this Subscription Agreement.


 


10.
No Short Sales. The undersigned hereby agrees that, from the date of this Agreement until the Subscription Closing, none
of the undersigned, its controlled affiliates, or any person or entity acting on behalf of the undersigned or any of its controlled
affiliates or pursuant to any understanding with the undersigned or any of its controlled affiliates will engage in any Short
Sales with respect to securities of the Company. For purposes of this Section 10, “Short Sales” shall include,
without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act,
and all types of direct and indirect stock pledges (other than pledges in the ordinary course of business as part of prime brokerage
arrangements), forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis),
and sales and other transactions through non-U.S. broker dealers or foreign regulated brokers.


 






    15


     


    

 





11. No
Lockup. The Company and the undersigned understand and agree that nothing in this Subscription Agreement, the Waiver and
Lockup Agreement executed on December 23, 2020 between the Company and the undersigned (the “Lockup
Agreement”) or in any other agreement between them prohibits the undersigned from offering, selling, transferring
the Shares or any interest therein, directly or indirectly. For the avoidance of doubt, the Lockup Agreement shall not apply
to the Shares.

 


12.
Miscellaneous.


 


a.
The Company shall, no later than 9:00 a.m., New York City time, on the fourth (4th) business day immediately following the
date of this Subscription Agreement, issue one or more press releases or file with the Commission a Current Report on Form
8-K (collectively, the “Disclosure Document”) disclosing all material terms of the transactions
contemplated hereby. Notwithstanding anything in this Subscription Agreement to the contrary, each party hereto acknowledges
and agrees that without the prior written consent of the other party hereto it will not publicly make reference to such other
party or any of its affiliates (i) in connection with the Transaction or this Subscription Agreement (provided that the
undersigned may disclose its entry into this Subscription Agreement and the Purchase Price) or (ii) in any promotional
materials, media, or similar circumstances, except, in each case, as required by law or regulation or at the request of the
Staff or regulatory agency or under the regulations of NYSE, including, in the case of the Company (a) as required by the
federal securities law in connection with the Registration Statement, (b) the filing of this Subscription Agreement (or a
form of this Subscription Agreement) with the Commission and (c) the filing of the Registration Statement on Form S-4 and
Schedule 14A and related materials to be filed by the Company with respect to the Transaction.


 


b.
Neither this Subscription Agreement nor any rights that may accrue to the undersigned hereunder (other than the Shares acquired
hereunder, if any) may be transferred or assigned.


 


c.
The Company may request from the undersigned such additional information as the Company may deem necessary to evaluate the eligibility
of the undersigned to acquire the Shares, and the undersigned promptly shall provide such information as may reasonably be requested,
to the extent readily available and to the extent consistent with its internal policies and procedures, provided that the
Company agrees to keep confidential any such information to the extent such information is not in the public domain, was not provided
lawfully to the Company by another source not under a duty of confidentiality and except to the extent disclosure of such information
by the Company is compelled by law, court order or a self- regulatory organization such as NYSE or FINRA or required to be included
in the Registration Statement.


 


d.
The undersigned acknowledges that the Company and the Placement Agents (pursuant to the ultimate sentence of this paragraph) and
Aeva will rely on the acknowledgments, understandings, agreements, representations and warranties contained in this Subscription
Agreement. Prior to the Subscription Closing, the undersigned agrees to notify the Company promptly if any of the acknowledgments,
understandings, agreements, representations and warranties set forth herein are no longer accurate in any material respect (other
than those acknowledgments, understandings, agreements, representations and warranties qualified by materiality, in which case
the undersigned shall notify the Company if they are no longer accurate in all respects). The undersigned agrees that the purchase
by the undersigned of Shares from the Company pursuant this Subscription Agreement will constitute a reaffirmation of the acknowledgments,
understandings, agreements, representations and warranties herein (as modified by any such notice) by the undersigned as of the
Subscription Closing. The undersigned further acknowledges and agrees that the Placement Agents are third-party beneficiaries
of the representations and warranties of the undersigned contained in Sections 6(a), 6(b), 6(c), 6(f), 6(h), 6(p), 6(q) and 6(r)
of this Subscription Agreement.


 


e.
The Company is entitled to rely upon this Subscription Agreement and is irrevocably authorized to produce this Subscription Agreement
or a copy hereof when required by law, regulatory authority or NYSE to do so in any administrative or legal proceeding or official
inquiry with respect to the matters covered hereby.


 






    16


     


    

 


f.
Except if required by law or NYSE, without the prior written consent of the undersigned, the Company shall not, and shall
cause its representatives, including the Placement Agents and their respective representatives, not to, disclose the
existence of this Subscription Agreement or any negotiations related hereto, or to use the name of the undersigned or any
information provided by the undersigned in connection herewith in or for the purpose of any marketing activities or materials
or for any similar or related purpose.


 


g.
All the agreements, representations and warranties made by each party hereto in this Subscription Agreement shall survive the
Subscription Closing.


 


h.
This Subscription Agreement may not be modified, waived or terminated except by an instrument in writing, signed by the party
against whom enforcement of such modification, waiver, or termination is sought.


 


i.
This Subscription Agreement constitute the entire agreement, and supersede all other prior agreements,
understandings, representations and warranties, both written and oral, among the parties, with respect to the subject matter hereof.
Except as otherwise expressly set forth in subsection (d) of this Section 12, this Subscription Agreement shall not confer any
rights or remedies upon any person other than the parties hereto, and their respective successor and assigns.


 


j.
Except as otherwise provided herein, this Subscription Agreement shall be binding upon, and inure to the benefit of the parties
hereto and their heirs, executors, administrators, successors, legal representatives, and permitted assigns, and the agreements,
representations, warranties, covenants and acknowledgments contained herein shall be deemed to be made by, and be binding upon,
such heirs, executors, administrators, successors, legal representatives and permitted assigns.


 


k.
If any provision of this Subscription Agreement shall be invalid, illegal or unenforceable, the validity, legality or enforceability
of the remaining provisions of this Subscription Agreement shall not in any way be affected or impaired thereby and shall continue
in full force and effect.


 


l.
This Subscription Agreement may be executed in one or more counterparts (including by facsimile or electronic mail or in .pdf)
and by different parties in separate counterparts, with the same effect as if all parties hereto had signed the same document.
All counterparts so executed and delivered shall be construed together and shall constitute one and the same agreement.


 


m.
The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Subscription Agreement
were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties
shall be entitled to an injunction or injunctions to prevent breaches of this Subscription Agreement and to enforce specifically
the terms and provisions of this Subscription Agreement, this being in addition to any other remedy to which such party is entitled
at law, in equity, in contract, in tort or otherwise.


 






    17


     


    

 


n. Notices.
Any notice or communication required or permitted hereunder shall be in writing and either delivered personally, emailed or
telecopied, sent by overnight mail via a reputable overnight carrier, or sent by certified or registered mail, postage
prepaid, and shall be deemed to be given and received (a) when so delivered personally, (b) upon receipt of an appropriate
electronic answerback or confirmation when so delivered by telecopy (to such number specified below or another number or
numbers as such person may subsequently designate by notice given hereunder), (c) when sent, with no mail undeliverable or
other rejection notice, if sent by email, or (d) five (5) business days after the date of mailing to the address below or to
such other address or addresses as such person may hereafter designate by notice given hereunder:


 


		i.	if
to the undersigned, to such address or addresses set forth on the undersigned’s signature page hereto;



 


		ii.	if
to the Company, to:



 


InterPrivate
Acquisition Corp.


1350
Avenue of the Americas


New York, NY 10019


Attention:
Ahmed M. Fattouh; Brandon Bentley


Email:
afattouh@interprivate.com; bbentley@interprivate.com


 


with
a required copy to (which copy shall not constitute notice): Greenberg


 


Traurig, LLP


MetLife
Building


200 Park Avenue


New
York, New York 10166


Attention:
Alan Annex; Kevin Friedmann; Jason Simon


Email: AnnexA@gtlaw.com; FriedmannK@gtlaw.com


 


o.
THIS SUBSCRIPTION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT
REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS THAT WOULD OTHERWISE REQUIRE THE APPLICATION OF THE LAW OF ANY OTHER STATE.


 


THE
PARTIES HERETO IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT
OF NEW YORK, THE SUPREME COURT OF THE STATE OF NEW YORK AND THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA LOCATED IN THE
STATE OF NEW YORK SOLELY IN RESPECT OF THE INTERPRETATION AND ENFORCEMENT OF THE PROVISIONS OF THIS SUBSCRIPTION AGREEMENT
AND THE DOCUMENTS REFERRED TO IN THIS SUBSCRIPTION AGREEMENT AND IN RESPECT OF THE TRANSACTIONS CONTEMPLATED HEREBY, AND
HEREBY WAIVE, AND AGREE NOT TO ASSERT, AS A DEFENSE IN ANY ACTION, SUIT OR PROCEEDING FOR INTERPRETATION OR ENFORCEMENT
HEREOF OR ANY SUCH DOCUMENT THAT IS NOT SUBJECT THERETO OR THAT SUCH ACTION, SUIT OR PROCEEDING MAY NOT BE BROUGHT OR IS NOT
MAINTAINABLE IN SAID COURTS OR THAT VENUE THEREOF MAY NOT BE APPROPRIATE OR THAT THIS SUBSCRIPTION AGREEMENT OR ANY SUCH
DOCUMENT MAY NOT BE ENFORCED IN OR BY SUCH COURTS, AND THE PARTIES HERETO IRREVOCABLY AGREE THAT ALL CLAIMS WITH RESPECT TO
SUCH ACTION, SUIT OR PROCEEDING SHALL BE HEARD AND DETERMINED BY SUCH A NEW YORK STATE OR FEDERAL COURT. THE PARTIES HEREBY
CONSENT TO AND GRANT ANY SUCH COURT JURISDICTION OVER THE PERSON OF SUCH PARTIES AND OVER THE SUBJECT MATTER OF SUCH DISPUTE
AND AGREE THAT MAILING OF PROCESS OR OTHER PAPERS IN CONNECTION WITH SUCH ACTION, SUIT OR PROCEEDING IN THE MANNER PROVIDED
IN SECTION 12(n) OR IN SUCH OTHER MANNER AS MAY BE PERMITTED BY LAW SHALL BE VALID AND SUFFICIENT SERVICE THEREOF.


 






    18


     


    

 


EACH
PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS SUBSCRIPTION AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY
AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR
INDIRECTLY ARISING OUT OF OR RELATING TO THIS SUBSCRIPTION AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS SUBSCRIPTION
AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
FOREGOING WAIVER; (II) SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THE FOREGOING WAIVER; (III) SUCH PARTY
MAKES THE FOREGOING WAIVER VOLUNTARILY AND (IV) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS SUBSCRIPTION AGREEMENT BY,
AMONG OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATIONS IN THIS SECTION 12(o).


 


[SIGNATURE
PAGES FOLLOW]


 




    19


     


    

 


IN
WITNESS WHEREOF, the undersigned has executed or caused this Subscription Agreement to be executed by its duly authorized
representative as of the date set forth below.


 


	Name of Investor:	 	State/Country of Formation or Domicile:
	 	 	 
	By:	           	 	 
	Name:	 	 
	Title:	 	 



 


	Name in which shares are to be registered (if different):	 	Date: ______________, 2020
	 	 	 
	Investor’s EIN:	 	 
	 	 	 
	 	 	 
	 	 	 
	Business Address-Street:	 	Mailing Address-Street (if different): 
	 	 	 
	 	 	 
	 	 	 
	City, State, Zip:	 	City, State, Zip:
	 	 	 
	 	 	 
	 	 	 
	Attn: 	                           	 	Attn: 	                          
	 	 	 
	Telephone No.:	 	Telephone No.:
	 	 	 
	Facsimile No.:	 	Facsimile No.:
	 	 	 
	Email Address:	 	Email Address:
	 	 	 
	Aggregate Subscription Amount: $	 	 



 


The
above Subscriber agrees that it shall pay the Purchase Price by wire transfer of United States dollars in immediately available
funds to the account specified by the Company in the Closing Notice.


 




     

     


    

 


IN
WITNESS WHEREOF, InterPrivate Acquisition Corp. has accepted this Subscription Agreement as of the date set forth below.


 


	 	INTERPRIVATE ACQUISITION CORP.
	 	 
	 	By:	            
	 	Name:
	Date:___________, 2020	Title:



 




     

     


    

 


SCHEDULE
A


ELIGIBILITY
REPRESENTATIONS OF THE INVESTOR


 


		A.	QUALIFIED
INSTITUTIONAL BUYER STATUS 

(Please check the applicable subparagraphs):



 


	 	1.	 ̈	We are a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act).



 


		B.	INSTITUTIONAL
ACCREDITED INVESTOR STATUS (Please check the applicable subparagraphs):



 


	 	1.	 ̈	We are an “accredited investor” (within the meaning of Rule 501(a) under the Securities Act) for one or more of the following reasons (Please check the applicable subparagraphs):



 


	 	 ̈	We are a bank, as defined in Section 3(a)(2) of the Securities Act or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in an individual or a fiduciary capacity.
	 	 	 
	 	 ̈	We are a broker or dealer registered under Section 15 of the Securities Exchange Act of 1934, as amended.
	 	 	 
	 	 ̈	We are an insurance company, as defined in Section 2(13) of the Securities Act.
	 	 	 
	 	 ̈	We are an investment company registered under the Investment Company Act of 1940 or a business development company, as defined in Section 2(a)(48) of that act.
	 	 	 
	 	 ̈	We are a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958.
	 	 	 
	 	 ̈	We are a plan established and maintained by a state, its political subdivisions or any agency or instrumentality of a state or its political subdivisions for the benefit of its employees, if the plan has total assets in excess of $5 million.
	 	 	 
	 	 ̈	We are an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974, if the investment decision is being made by a plan fiduciary, as defined in Section 3(21) of such act, and the plan fiduciary is either a bank, an insurance company, or a registered investment adviser, or if the employee benefit plan has total assets in excess of $5 million.
	 	 	 
	 	 ̈	We are a private business development company, as defined in Section 202(a)(22) of the Investment Advisers Act of 1940.
	 	 	 
	 	 ̈	We are a corporation, Massachusetts or similar business trust, or partnership, or an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, that was not formed for the specific purpose of acquiring the Securities, and that has total assets in excess of $5 million.



 






    Schedule A


     


    

 


	 	 ̈	We are a trust with total assets in excess of $5 million not formed for the specific purpose of acquiring the Securities, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) under the Securities Act.
	 	 	 
	 	 ̈	We are an entity in which all of the equity owners are accredited investors.



 


		C.	AFFILIATE
STATUS



 


(Please
check the applicable box)


 


THE INVESTOR:


 


		☐	is:



 


		☐	is
not:



 


an
“affiliate” (as defined in Rule 144 under the Securities Act) of the Company or acting on behalf of an affiliate of
the Company.


 


This
page should be completed by the Investor and constitutes a part of the Subscription Agreement


 


 


Schedule A