GETAROUND, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • December 14th, 2022 • Getaround, Inc • Services-auto rental & leasing (no drivers) • Delaware
This Indemnification Agreement (this “Agreement”) is made as of , by and between Getaround, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
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”).
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.
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.
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).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 14th, 2022 • Getaround, Inc • Services-auto rental & leasing (no drivers) • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 8, 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 and the equityholders designated as Sponsor Equityholders on Schedule A hereto (collectively with the Sponsor, Jeffrey Harris, Tracey Brophy Warson and Matthew 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”).
AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • 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 Agreement and Plan of Merger, dated as of May 11, 2022 (the “Original Merger Agreement”), is by and among InterPrivate II Acquisition Corp. (the “Parent”), TMPST Merger Sub I Inc. (“First Merger Sub”), TMPST Merger Sub II LLC (“Second Merger Sub”), and Getaround, Inc. (the “Company). Each of Parent, First Merger Sub, Second Merger Sub and the Company will individually be referred to herein as a “Party” and, collectively, the “Parties”. Capitalized terms not otherwise defined in this Amendment have the meanings given such terms in the Original Merger Agreement.
GETAROUND, INC. STOCK REPURCHASE AGREEMENTStock Repurchase Agreement • December 14th, 2022 • Getaround, Inc • Services-auto rental & leasing (no drivers) • California
This Stock Repurchase Agreement (the “Agreement”) is made and entered into as of December 8, 2022, by and among Zaid Holdings LLC (“Transferor”) and Getaround, Inc., a Delaware corporation (the “Company”).
