REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 9th, 2021 • InterPrivate II Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 4, 2021, is made and entered into by and among InterPrivate II Acquisition Corp., a Delaware corporation (the “Company”), InterPrivate Acquisition Management II, LLC, a Delaware limited liability company (the “Sponsor”) and EarlyBirdCapital, Inc. (the “Underwriter”) (together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
UNDERWRITING AGREEMENTUnderwriting Agreement • March 9th, 2021 • InterPrivate II Acquisition Corp. • Blank checks • New York
WARRANT AGREEMENT INTERPRIVATE II ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated March 4, 2021Warrant Agreement • March 9th, 2021 • InterPrivate II Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated March 4, 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”).
InterPrivate II Acquisition Corp.Securities Subscription Agreement • February 17th, 2021 • InterPrivate II Acquisition Corp. • Blank checks • New York
This agreement (the “Agreement”) is entered into on January 13, 2021 by and between InterPrivate Acquisition Management II, LLC, a Delaware limited liability company (the “Subscriber” or “you”), and InterPrivate II Acquisition Corp., a Delaware corporation (the “Company”, “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 5,750,000 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 750,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
INDEMNITY AGREEMENTIndemnification Agreement • February 26th, 2021 • InterPrivate II Acquisition Corp. • Blank checks • Delaware
This INDEMNITY AGREEMENT (this “Agreement”) is made as of ___________, 2021, by and between InterPrivate II Acquisition Corp., a Delaware corporation (the “Company”), and ___________ (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 9th, 2021 • InterPrivate II Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of March 4, 2021 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 (the “Trustee”).
GETAROUND, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • October 23rd, 2024 • Getaround, Inc • Services-auto rental & leasing (no drivers) • Delaware
This Indemnification Agreement (this “Agreement”) is made as of October 17, 2024, by and between Getaround, Inc., a Delaware corporation (the “Company”), and AJ Lee (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 26th, 2021 • InterPrivate II Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021 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 (the “Trustee”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 13th, 2022 • InterPrivate II Acquisition Corp. • Blank checks • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [•], 2022, is made and entered into by and among Getaround Inc., a Delaware corporation f/k/a InterPrivate II Acquisition Corp. (the “Company”), InterPrivate Acquisition Management II, LLC, a Delaware limited liability company (the “Sponsor”), Jeffrey Harris, Tracey Brophy Warson, Matthey Luckett, the equityholders designated as Sponsor Equityholders on Schedule A hereto (collectively with the Sponsor, Jeffrey Harris, Tracey Brophy Warson, Matthey Luckett, the “Founder Equityholders”), EarlyBirdCapital, Inc. (“EarlyBird”) and the equityholders designated as Legacy Getaround Equityholders on Schedule B hereto (collectively, the “Legacy Getaround Equityholders” and, together with the Founder Equityholders, EarlyBird and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, the “Holders” and each individually a “Holder”).
InterPrivate II Acquisition Corp. New York, New York 10019Underwriting Agreement • March 9th, 2021 • InterPrivate II Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among InterPrivate II Acquisition Corp., a Delaware corporation (the “Company”), and Morgan Stanley & Co. LLC and EarlyBirdCapital, Inc., as representatives (the “Representatives”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 25,875,000 of the Company’s units (including up to 3,375,000 units that may be purchased by the Underwriters to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and one-fifth of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to a
MORGAN STANLEY & CO. 1585 Broadway, 4th Floor New York City, NY 10036 EARLYBIRDCAPITAL, INC. 366 Madison Avenue New York, New York 10017Advisory Agreement • March 9th, 2021 • InterPrivate II Acquisition Corp. • Blank checks • New York
This is to confirm our agreement (this “Agreement”) whereby InterPrivate II Acquisition Corp., a Delaware corporation (“Company”), has requested Morgan Stanley & Co. and EarlyBirdCapital, Inc. (the “Advisors”) to assist it in connection with the Company merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination (in each case, a “Business Combination”) with one or more businesses or entities (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-253188) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
FORM OF STRATEGIC SERVICES AGREEMENTStrategic Services Agreement • February 26th, 2021 • InterPrivate II Acquisition Corp. • Blank checks • Delaware
This Agreement is made on this [●] day of [●], 2021 by and between InterPrivate II Acquisition Corp., a Delaware corporation (the “Company”), and James Pipe (the “Strategic Consultant”) The Company and Strategic Consultant are sometimes hereinafter referred to singly as the “Party” and collectively as the “Parties.”
FORM OF EXECUTIVE CHANGE IN CONTROL AND SEVERANCE AGREEMENT FOR TIER 2 EXECSExecutive Change in Control and Severance Agreement • November 16th, 2023 • Getaround, Inc • Services-auto rental & leasing (no drivers) • California
This Executive Change in Control and Severance Agreement (the “Agreement”) is made and entered into by and between ____________________ (“Executive”) and Getaround, Inc. (the “Company”), effective as of _______________ (the “Effective Date”). Unless otherwise renewed in the Company’s discretion, this Agreement shall terminate on the three (3) year anniversary of the Effective Date.
GETAROUND, INC. as Issuer, THE GUARANTORS PARTY HERETO, as Guarantors, and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION as Paying Agent, Registrar, Trustee and Collateral Agent INDENTURE Dated as of December 8, 2022 8.00% / 9.50% Convertible Senior...Indenture • December 14th, 2022 • Getaround, Inc • Services-auto rental & leasing (no drivers) • New York
INDENTURE, dated as of December 8, 2022, between Getaround, Inc., a Delaware corporation (the “Company”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as paying agent (in such capacity, the “Paying Agent”), as registrar (in such capacity, the “Registrar”), as trustee (in such capacity, the “Trustee”) and as collateral agent (the “Collateral Agent”).
SECOND AMENDED AND RESTATED INCREMENTAL SUPER PRIORITY NOTE SUBSCRIPTION AGREEMENTIncremental Super Priority Note Subscription Agreement • May 1st, 2024 • Getaround, Inc • Services-auto rental & leasing (no drivers) • New York
This SECOND AMENDED AND RESTATED INCREMENTAL SUPER PRIORITY NOTE SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on April 29, 2024, by and between GETAROUND, INC., a Delaware corporation (the “Borrower”), Getaround Operations LLC, Conveyance Auto, LLC and HyreCar LLC (collectively, the “Guarantors” and, together with the Borrower, the “Loan Parties”) and MUDRICK CAPITAL MANAGEMENT L.P., on behalf of certain funds, investors, entities or accounts that is managed, sponsored or advised by it (together with its permitted successors and assigns, the “Holder”). Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to them in the Note (as defined below).
GETAROUND, INC. SUBORDINATED CONVERTIBLE NOTE PURCHASE AGREEMENTSubordinated Convertible Note Purchase Agreement • October 25th, 2022 • InterPrivate II Acquisition Corp. • Services-auto rental & leasing (no drivers) • Delaware
This Subordinated Convertible Note Purchase Agreement (this “Agreement”) is made as of May 24, 2022 by and between Getaround, Inc., a Delaware corporation (the “Company”), and each of the purchasers listed on Exhibit A attached to this Agreement (each a “Purchaser” and together the “Purchasers”).
CONVERTIBLE NOTE SUBSCRIPTION AGREEMENT (Mudrick Entities)Convertible Note Subscription Agreement • May 13th, 2022 • InterPrivate II Acquisition Corp. • Blank checks • New York
INDENTURE, dated as of [•], 2022, between Getaround, Inc., a Delaware corporation (the “Company”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as paying agent (in such capacity, the “Paying Agent”), as registrar (in such capacity, the “Registrar”), as trustee (in such capacity, the “Trustee”) and as collateral agent (the “Collateral Agent”).
SPONSOR PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTWarrant Purchase Agreement • February 26th, 2021 • InterPrivate II Acquisition Corp. • Blank checks • New York
THIS SPONSOR PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [●], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and among InterPrivate II Acquisition Corp., a Delaware corporation (the “Company”), and InterPrivate Acquisition Management II, LLC, a Delaware limited liability company (the “Purchaser”).
UNDERWRITER PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTUnderwriter Private Placement Warrants Purchase Agreement • March 9th, 2021 • InterPrivate II Acquisition Corp. • Blank checks • New York
THIS UNDERWRITER PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of March 4, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and among InterPrivate II Acquisition Corp., a Delaware corporation (the “Company”), and EarlyBirdCapital, Inc., a New York corporation (the “Purchaser”).
NOTE REPAYMENT AGREEMENTNote Repayment Agreement • December 14th, 2022 • Getaround, Inc • Services-auto rental & leasing (no drivers) • Delaware
This Note Repayment Agreement (this “Agreement”) is made and entered into as of December 8, 2022 by and among Getaround, Inc., a Delaware corporation (the “Company”), Sam Zaid (the “Borrower”), and Zaid Holdings LLC (“Holdings”). The Company, the Borrower, and Holdings are referred to herein as the “Parties” collectively and a “Party” individually.
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • May 13th, 2022 • InterPrivate II Acquisition Corp. • Blank checks • Delaware
SPONSOR SUPPORT AGREEMENT, dated as of May [ ], 2022 (this “Agreement”), by and among InterPrivate Acquisition Management II LLC, a Delaware limited liability company (“Sponsor”), Getaround, Inc., a Delaware corporation (the “Company”) and InterPrivate II Acquisition Corp., a Delaware corporation (“Parent”). Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to such terms in the BCA (as defined below).
CONFIDENTIAL SETTLEMENT AGREEMENTSettlement Agreement • November 14th, 2024 • Getaround, Inc • Services-auto rental & leasing (no drivers) • California
This Confidential Settlement Agreement (“Agreement”) is made and entered into as of March 8, 2024 by and between Getaround, Inc. (“Getaround”), on the one hand, and Broadspire Services, Inc. (“Broadspire”), on the other hand. Getaround and Broadspire may be referred to in this Agreement collectively as the “Parties,” or individually as a “Party.” This Agreement is effective as of the date it has been signed by both Parties.
MUDRICK CAPITAL MANAGEMENT, L.P.Commitment Letter • July 9th, 2024 • Getaround, Inc • Services-auto rental & leasing (no drivers)
JOINDER AGREEMENT November 22, 2021Joinder Agreement • November 24th, 2021 • InterPrivate II Acquisition Corp. • Blank checks
By executing this joinder, the undersigned hereby agrees, as of the date first set forth above, that the undersigned (i) shall become a party to that certain Letter Agreement, dated March 4, 2021 (as may be amended or restated from time to time, the “Letter Agreement”), by and among InterPrivate II Acquisition Corp. (the “Company”), InterPrivate Acquisition Management II LLC (the “Sponsor”), and the executive officers and directors of the Company, solely with respect to paragraphs 1, 2, 6, 7(a), 7(c), 8, 9 and 10 of the Letter Agreement, and shall be bound by, and entitled to the rights provided under, the terms and provisions of such sections of the Letter Agreement as an Insider (as defined therein) solely with respect to the 30,000 shares of Class B common stock of the Company held by it (the “Founder Shares”); and (ii) shall become a party to that certain Registration Rights Agreement, dated March 4, 2021 (as may be amended or restated from time to time, the “Registration Rights Ag
SPONSOR PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTWarrant Purchase Agreement • March 9th, 2021 • InterPrivate II Acquisition Corp. • Blank checks • New York
THIS SPONSOR PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of March 4, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and among InterPrivate II Acquisition Corp., a Delaware corporation (the “Company”), and InterPrivate Acquisition Management II, LLC, a Delaware limited liability company (the “Purchaser”).
AMENDMENT NO. 1 TO THE ESCROW SHARES ALLOCATION AGREEMENTEscrow Shares Allocation Agreement • December 14th, 2022 • Getaround, Inc • Services-auto rental & leasing (no drivers) • Delaware
This Amendment No. 1 (this “Amendment”), dated as of December 8, 2022, to the Escrow Shares Allocation Agreement, dated as of November 7, 2022 (the “Original Allocation Agreement”), is by and among InterPrivate II Acquisition Corp. (“Parent”), Getaround, Inc. (“the Company”) and certain stockholders of Parent whose names appear on the signature page of this Amendment (each, a “Party”, and collectively, the “Parties”), in connection with that certain Agreement and Plan of Merger (the “Merger Agreement”), dated May 11, 2022, by and among Parent, TMPST Merger Sub I Inc., TMPST Merger Sub II LLC, and the Company. Capitalized terms not otherwise defined in this Amendment have the meanings given such terms in the Original Allocation Agreement.
AGREEMENT AND PLAN OF MERGER BY AND AMONG INTERPRIVATE II ACQUISITION CORP., TMPST MERGER SUB I INC., TMPST MERGER SUB II LLC AND GETAROUND, INC. DATED AS OF MAY 11, 2022Merger Agreement • May 13th, 2022 • InterPrivate II Acquisition Corp. • Blank checks • Delaware
This AGREEMENT AND PLAN OF MERGER is made and entered into as of May 11, 2022, by and among InterPrivate II Acquisition Corp., a Delaware corporation (“Parent”), TMPST Merger Sub I Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Parent (“First Merger Sub”), TMPST Merger Sub II LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of Parent (“Second Merger Sub”), and Getaround, Inc. a Delaware corporation (the “Company”). Each of the Company, Parent, First Merger Sub and Second Merger Sub will individually be referred to herein as a “Party” and, collectively, the “Parties”. The term “Agreement” as used herein refers to this Agreement and Plan of Merger, as the same may be amended from time to time, and all schedules, exhibits and annexes hereto (including the Company Disclosure Letter and the Parent Disclosure Letter, as defined herein). Defined terms used in this Agreement are listed alphabetically in Schedule A, together with the section
ESCROW SHARES ALLOCATION AGREEMENTEscrow Shares Allocation Agreement • November 8th, 2022 • InterPrivate II Acquisition Corp. • Services-auto rental & leasing (no drivers) • Delaware
This Escrow Shares Allocation Agreement (this “Agreement”) is made as of November 7, 2022, by and among InterPrivate II Acquisition Corp. (“Parent”), Getaround, Inc. (“the Company”) and certain stockholders of Parent whose names appear on the signature page of this Agreement (each, a “Party”, and collectively, the “Parties”), in connection with that certain Agreement and Plan of Merger (the “Merger Agreement”), dated May 11, 2022, by and among Parent, TMPST Merger Sub I Inc., TMPST Merger Sub II LLC, and the Company.
ASSET PURCHASE AGREEMENT Dated as of MAY 8, 2023 by and between GETAROUND, INC., as Purchaser, and HYRECAR INC., as Seller.Asset Purchase Agreement • May 11th, 2023 • Getaround, Inc • Services-auto rental & leasing (no drivers) • Delaware
This Asset Purchase Agreement (this “Agreement XE “Agreement” ”), dated as of May 8, 2023, is made by and between Getaround, Inc., a Delaware corporation, or an entity to be formed by Getaround, Inc. (“Purchaser XE “Purchaser” ”), and HyreCar Inc., a Delaware corporation (“Seller XE “Seller” ”). Purchaser and Seller are referred to herein individually as a “Party XE “Party” ” and collectively as the “Parties XE “Parties” .” Capitalized terms used herein shall have the meanings set forth herein or in Article XI.
OUTSTANDING FEES SETTLEMENT AGREEMENTOutstanding Fees Settlement Agreement • November 14th, 2024 • Getaround, Inc • Services-auto rental & leasing (no drivers) • California
This Outstanding Fees Settlement Agreement (“Settlement Agreement”) is entered into by and between Getaround, Inc. (“Getaround”) and iHeartMedia + Entertainment, Inc., Broader Media Holdings LLC, Clear Channel Outdoor, Inc. (“Vendor”). For the purposes of this Settlement Agreement, any reference to Getaround or Vendor shall include their wholly owned subsidiaries, affiliated companies, parent companies, holding companies, directors, officers, employees, and agents. Getaround and Vendor may be referred to individually as a “Party” and collectively as the “Parties.” This Settlement Agreement is effective as of the date last signed by both parties (“Effective Date”); however, this Settlement Agreement must be signed before May 13, 2024 or shall otherwise be void.
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • December 15th, 2023 • Getaround, Inc • Services-auto rental & leasing (no drivers)
THIS FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”) dated as of September 8, 2023, among GETAROUND, INC., a Delaware corporation (the “Company”), GETAROUND OPERATIONS LLC, a Delaware limited liability company, CONVEYANCE AUTO, LLC, a Delaware limited liability company, and HYRECAR LLC, a Delaware limited liability company (collectively, the “Guarantors”) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as trustee (in such capacity, the “Trustee”) and collateral agent (in such capacity, the “Collateral Agent”), under the Indenture referred to below.
NON-REDEMPTION AGREEMENTNon-Redeemtion Agreement • November 30th, 2022 • InterPrivate II Acquisition Corp. • Services-auto rental & leasing (no drivers) • Delaware
This NON-REDEMPTION AGREEMENT (this “Agreement”), dated as of November 28, 2022, is made by and among InterPrivate II Acquisition Corp., a Delaware corporation (the “Company”), and the Magnetar Funds (as defined below) set forth on Exhibit A (collectively, the “Investors” and each, an “Investor”).
AMENDMENT NO. 1 TO CONVERTIBLE NOTE SUBSCRIPTION AGREEMENT (Mudrick Entities)Convertible Note Subscription Agreement • December 14th, 2022 • Getaround, Inc • Services-auto rental & leasing (no drivers)
This AMENDMENT NO. 1 TO CONVERTIBLE NOTE SUBSCRIPTION AGREEMENT (this “Amendment”) is entered into on December 8, 2022, by and among InterPrivate II Acquisition Corp., to be renamed Getaround, Inc., a Delaware corporation (the “Issuer”), and Mudrick Capital Management L.P. on behalf of certain funds, investors, entities or accounts that are managed, sponsored or advised by Mudrick Capital Management L.P. or its affiliates (the “Subscriber”). Capitalized terms used but not otherwise defined in this Amendment shall have the respective meanings ascribed to such terms in the Convertible Note Subscription Agreement (as defined below).
TERMINATION OF LEASETermination of Lease • August 13th, 2024 • Getaround, Inc • Services-auto rental & leasing (no drivers) • California
This TERMINATION OF LEASE (this “Agreement”), dated as of May 22, 2024 (the “Effective Date”), is made and entered into by and between GREEN FRONT LLC, a Delaware limited liability company (“Landlord”), and GETAROUND, INC., a Delaware corporation (“Tenant”).
InterPrivate II Acquisition Corp. New York, New York 10019Underwriting Agreement • February 26th, 2021 • InterPrivate II Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among InterPrivate II Acquisition Corp., a Delaware corporation (the “Company”), and Morgan Stanley & Co. LLC and EarlyBirdCapital, Inc., as representatives (the “Representatives”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 23,000,000 of the Company’s units (including up to 3,000,000 units that may be purchased by the Underwriters to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and one-fifth of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to a
