Introductory Note
As previously announced, on May 11, 2022, InterPrivate II Acquisition Corp. (InterPrivate II), TMPST Merger Sub I Inc., a
Delaware corporation and newly formed, wholly-owned direct subsidiary of InterPrivate II (First Merger Sub), TMPST Merger Sub II LLC, a Delaware limited liability company and newly formed, wholly-owned direct subsidiary of InterPrivate
II (Second Merger Sub), and Getaround, Inc. (Getaround) entered into an Agreement and Plan of Merger (as it may be amended and/or restated from time to time, the Merger Agreement). If the Merger Agreement and the
transactions contemplated thereby are adopted and approved by InterPrivate IIs stockholders, and the business combination is subsequently completed, (a) First Merger Sub will merge with and into Getaround (the First Merger),
with Getaround being the surviving corporation of the First Merger, and (b) immediately following the First Merger, Getaround will merge with and into Second Merger Sub (the Second Merger and, together with the First Merger, the
Mergers and, collectively with the Mergers and other transactions described in the Merger Agreement, the Business Combination or Proposed Transaction), with Second Merger Sub being the surviving company of the
Second Merger.
In connection with the Business Combination, InterPrivate II filed with the Securities and Exchange Commission (the
SEC) a registration statement on Form S-4, as amended (File No. 333-266054) containing a proxy statement/prospectus which was declared effective on
November 14, 2022 and on November 16, 2022, InterPrivate II filed a definitive proxy statement/prospectus with the SEC dated November 14, 2022 and supplements thereto dated November 23, 2022 and November 29, 2022 (as
supplemented, the Proxy Statement/Prospectus). Capitalized terms not defined herein have their meanings defined in the Proxy Statement/Prospectus.
As previously disclosed in the Proxy Statement/Prospectus, InterPrivate II and Getaround agreed pursuant to the Merger Agreement and the Escrow
Shares Allocation Agreement, to reserve and set aside 9,333,333 shares (the Bonus Shares) to be allocated to the non-redeeming Public Stockholders, the designees of EarlyBirdCapital and the holders
of the Class B Stock. Under that arrangement, each non-redeeming Public Stockholder was entitled to its pro rata share of the Bonus Shares based on the number of shares of Class A Stock held
immediately following the Closing as a percentage of the total number of shares of Class A Stock that remain outstanding after giving effect to redemptions and the automatic conversion of the Class B Stock into shares of Class A
Stock. As the holders of Class B Stock and EarlyBirdCapitals designees are contractually obligated not to redeem, non-redeeming Public Stockholders would be entitled to fewer Bonus Shares at
higher levels of redemptions by Public Stockholders at Closing, such that the maximum number of Bonus Shares available to non-redeeming Public Stockholders would be 7,420,779 Bonus Shares in the no
redemption scenario, whereas in the contractual maximum redemption scenario, which assumes that 25,496,400 shares of Class A Stock are redeemed, 494,579 Bonus Shares would be allocated to non-redeeming Public
Stockholders.
InterPrivate II and Getaround have agreed to restructure the Bonus Share arrangement as applied to Public Stockholders such
that an aggregate of 9.0 million Bonus Shares will be allocated to non-redeeming Public Stockholders regardless of the level of redemptions at Closing. Accordingly, the aggregate number of Bonus Shares
apportioned to non-redeeming Public Stockholders will be fixed at 9.0 million shares and will not vary based upon the redemption level. As revised, the number of Bonus Shares non-redeeming Public Stockholders will be entitled to receive for each outstanding share of Class A Stock held at the Closing has been increased from approximately 0.2867934 Bonus Shares to approximately
0.3478261 Bonus Shares in the no redemption scenario and from approximately 1.3063387 Bonus Shares to approximately 18.1013677 Bonus Shares in the contractual maximum redemption scenario, which assumes that 25,496,400 shares of Class A Stock
are redeemed, which per share amount would significantly decrease after giving effect to the maximum exercise of any non-redemption agreements.
In addition, the number of Bonus Shares apportioned to the Initial Stockholders, comprised of the Sponsor, EarlyBirdCapitals designees
and the current and former independent directors of InterPrivate II, will continue to be capped at the amount described in the Proxy Statement/Prospectus, which is the number of Bonus Shares they would have received in a no redemption scenario. The
mechanism for allocating the Bonus Shares or other shares of Class A Stock of InterPrivate II to the Initial Stockholders is expected to be through an amendment to the number of Escrow Shares and/or through one or more agreements under which the
Sponsor would forfeit all or a portion of the Bonus Shares to which it would otherwise be entitled to receive in exchange for an entitlement to an equivalent number of shares of InterPrivate II or securities of Getaround that would convert
automatically into shares of Class A Stock of InterPrivate II at Closing. In no event will the manner of participation by the Initial Stockholders in the Bonus Shares reduce the 9.0 million Bonus Shares allocated to non-redeeming Public Stockholders or change the aggregate number of shares issuable by InterPrivate II in connection with the Business Combination.