Exhibit 10.1
THIS PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED OR SOLD UNLESS REGISTERED PURSUANT TO THE SECURITIES ACT OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.
SIXTH AMENDED AND RESTATED SUPER PRIORITY SECURED PROMISSORY NOTE
$83,674,931.14 | July 16, 2024 |
|
|
FOR VALUE RECEIVED, GETAROUND, INC., a Delaware corporation (the “Borrower”), hereby unconditionally promises to pay to 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”), an amount equal to 108.000% of the principal amount of the Note (which principal amount shall include all capitalized amounts and/or accrued and unpaid interest on the Note) (collectively, the “Repayment Amount”).
2
3
4
5
6
7
8
9
10
11
IN WITNESS WHEREOF, the undersigned have executed this Note as of the date first written above.
GETAROUND, INC.,
as the Borrower
By: /s/ EDUARDO INIGUEZ
Name: Eduardo Iniguez
Title: CEO
[SUPER PRIORITY SECURED PROMISSORY NOTE]
Acknowledged and Agreed:
HOLDER
MUDRICK CAPITAL MANAGEMENT L.P.,
on behalf of certain funds, investors, entities or accounts that is managed, sponsored or advised by it
By: /s/ JASON MUDRICK
Name: Jason Mudrick
Title: Chief Investment Officer
[SUPER PRIORITY SECURED PROMISSORY NOTE]
SCHEDULE I
NOTICES
Borrower
Getaround, Inc.
55 Green Street
San Francisco, California 94111
Attn: Tom Alderman; Spencer Jackson
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
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
With a copy (such copy not to constitute notice) to:
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, NY 10153
Attn: Matt Barr; Michael Lubowitz; Nitin Konchady