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”).
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 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).
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, 2022Agreement and Plan of Merger • 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
COMPANY HOLDERS SUPPORT AGREEMENTCompany Holders Support Agreement • May 13th, 2022 • InterPrivate II Acquisition Corp. • Blank checks • Delaware
COMPANY HOLDERS SUPPORT AGREEMENT, dated as of May [__], 2022 (this “Agreement”), by and among InterPrivate II Acquisition Corp., a Delaware corporation (“Parent”), and certain of the stockholders of Getaround, Inc., a Delaware corporation (the “Company”), whose names appear on the signature pages of this Agreement (each, a “Stockholder” and, collectively, the “Stockholders”).
