Material Agreement Form 8 K

Item 1.01 Entry into a Material Definitive Agreement.

As previously disclosed, on September 8, 2023, Getaround, Inc. (the "Company") entered into certain agreements related to the consolidation and refinancing of certain bridge indebtedness and the borrowing of additional funds pursuant to a subscription agreement, dated September 8, 2023 (the "Subscription Agreement"), entered into with Mudrick Capital Management L.P., on behalf of certain funds, investors, entities or accounts that are managed, sponsored or advised by it. The Company agreed in the Subscription Agreement to effectuate an adjustment to the conversion rate of its outstanding 8.00% / 9.50% Convertible Senior Secured PIK Toggle Notes due 2027 (the "Convertible Notes") to 4,000 shares of common stock per $1,000 principal amount of the Convertible Notes, which is equivalent to a conversion price of $0.25 per share. The Company also agreed in the Subscription Agreement to hold a stockholder meeting as soon as reasonably practicable to obtain stockholder approval for such conversion rate adjustment for purposes of complying with the NYSE Listed Company Manual. On July 31, 2024, at the Company's Annual Meeting of Stockholders, the stockholders of the Company approved, for purposes of the rules of the New York Stock Exchange, the potential issuance of more than 19.99% of the Company's outstanding common stock upon the conversion of the Convertible Notes following an adjustment to the conversion rate of the Convertible Notes.

On August 19, 2024, in accordance with the terms of the Subscription Agreement, the Company, its subsidiaries party thereto as Guarantors and U.S. Bank Trust Company, National Association (the "Trustee"), as trustee and collateral agent, entered into a Second Supplemental Indenture (the "Second Supplemental Indenture") to the Indenture, dated as of December 8, 2022 (the "Base Indenture"), between the Company, the Guarantors party thereto and the Trustee, and supplemented by the First Supplemental Indenture, dated as of September 8, 2023, between the Company, the Guarantors party thereto and the Trustee (the "First Supplemental Indenture," and together with the Base Indenture and the Second Supplemental Indenture, the "Indenture"), relating to the Convertible Notes. The Second Supplemental Indenture reflects that, from and after August 19, 2024, the conversion rate of the Convertible Notes shall be 4,000 shares of common stock per $1,000 principal amount of the Convertible Notes, which is equivalent to a conversion price of $0.25 per share, subject to further adjustments as provided in the Indenture.

The foregoing description of the Second Supplemental Indenture does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Second Supplemental Indenture, a copy of which is attached as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 1.01.