Exhibit 10.1
SUBSCRIPTION AGREEMENT
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on September 8, 2023, by and between GETAROUND, INC., a Delaware corporation (the “Borrower”) 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”).
WHEREAS, on August 7, 2023, the Borrower issued, and the Holder subscribed for, an unsecured promissory note with an aggregate principal amount of $3,000,000 (the “Bridge Note”);
WHEREAS, on or around the date hereof, the Holder desires to subscribe for and purchase a super priority secured promissory note (the “Note”) of and from the Borrower substantially in the form attached hereto as Exhibit A;
NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties and covenants, and subject to the conditions, herein contained, and intending to be legally bound hereby, the parties hereto hereby agree as follows:
“Transaction Support Agreements” means (a) (i) the stockholder voting and support agreement, dated September 7, 2023, by and among the Company, Samir M. Zaid and Zaid
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Holdings LLC, (ii) the stockholder voting and support agreement, dated September 7, 2023, by and between the Company and Interprivate Acquisition Corp., (iii) the stockholder voting and support agreement, dated September 7, 2023, by and between the Company and SoftBank Vision Fund (AIV M2) L.P., (iv) the stockholder voting and support agreement, dated September 7, 2023, by and between the Company and SVF Fetch (Cayman) Limited, (v) the stockholder voting and support agreement, dated September 7, 2023, by and among the Company, Braemar Energy Ventures III, L.P., Braemar/Getaround Investments, LLC and Braemar/Getaround Investments II, LLC, (vi) the stockholder voting and support agreement, dated September 7, 2023, by and between the Company and Tariq Zaid, (vii) the stockholder voting and support agreement, dated September 7, 2023, by and between the Company and Jessica Scorpio, (viii) the stockholder voting and support agreement, dated September 7, 2023, by and between the Company and Elliot Kroo, and (ix) the stockholder voting and support agreement, dated September 7, 2023, by and among the Company, Henry McGovern and Elpis Capital GmbH and (b) any additional, joinder, supplemental or replacement Transaction Support Agreement entered into by the Borrower with any holder of its common stock, par value $0.0001 per share (“Common Stock”).
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(the termination events described in clauses (i)–(iii) above, collectively, the “Termination Events”); provided, that nothing herein will relieve any party from liability for any willful breach hereof prior to the time of termination or common law intentional fraud in the making of any representation or warranty hereunder, and each party will be entitled to any remedies at law or in equity (including specific performance) to recover losses, liabilities or damages arising from such breach or fraud. Upon the occurrence of any Termination Event, this Subscription Agreement shall be void and of no further effect and the Repayment Amount shall promptly (and in any event within one Business Day) following the Termination Event be paid to the Holder.
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Schedule I
NOTICES
Borrower
Getaround, Inc.
55 Green Street
San Francisco, California 94111
Attn: Tom Alderman; Spencer Jackson
Email: tom@getaround.com; legal@getaround.com
With a copy (such copy not to constitute notice) to:
Orrick, Herrington & Sutcliffe LLP
The Orrick Building
405 Howard Street
San Francisco, California 94105
Attn: Bill Hughes
Email: whughes@orrick.com
Holder
Mudrick Capital Management L.P.
on behalf of certain funds, investors, entities or accounts that is managed, sponsored or advised by it
527 Madison Avenue, 6th Floor
New York, NY 10022
Attn: Glenn Springer
Email: operations@mudrickcapital.com; vdanh@mudrickcapital.com; kkim@mudrickcapital.com
With a copy (such copy not to constitute notice) to:
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, NY 10153
Attn: Nitin Konchady; Alexander Lynch
Email: nitin.konchady@weil.com; alex.lynch@weil.com
IN WITNESS WHEREOF, each of the Borrower and the Holder has executed or caused this Subscription Agreement to be executed by its duly authorized representative as of the date first set forth above.
| GETAROUND, INC. | |
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| By: | /s/ Sam Zaid |
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| Name: Sam Zaid |
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| Title: Chief Executive Officer |
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[Signature Page to Subscription Agreement]
| Holder | |
| MUDRICK CAPITAL MANAGEMENT L.P. | |
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| By: | /s/ Jason Mudrick |
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| Name: Jason Mudrick |
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| Title: Chief Investment Officer |
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[Signature Page to Subscription Agreement]
EXHIBIT A
FORM OF NOTE
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