Form 8-K - Current report

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

    Date of Report (Date of earliest event reported): February 26, 2024

   

Getaround, Inc.

(Exact name of Registrant as Specified in Its Charter)


Delaware	001-40152	85-3122877
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

55 Green Street
San Francisco, California		94111
(Address of Principal Executive Offices)		(Zip Code)

    Registrant’s Telephone Number, Including Area Code:  415 295-5725

   

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	GETR	The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

The information set forth in Item 5.02 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 28, 2024, Getaround, Inc.. (the “Company”) announced its Board of Directors (the “Board”) appointed Eduardo Iniguez to the position of chief executive officer, effective as of February 26, 2024. He succeeds Sam Zaid, one of three co-founders of the Company, who has served in the role of chief executive officer for most of the Company’s history.

Mr. Iniguez, 38, previously served as the chief financial officer of Silvus Technologies, a developer of advanced multiple-input, multiple-output communication systems from November 2023 to February 2024. Prior to that, Iniguez served in various capacities at HyreCar, Inc. from May 2022 to May 2023, including serving as its interim chief executive officer from December 2022 to May 2023, when he successfully managed the sale of its assets to the Company in May 2023, and served as VP of Risk & Strategy for Getaround from May 2023 to November 2023. Before joining the Company, Mr. Iniguez was the VP of Corporate Finance at AllClear Aerospace & Defense, an aerospace distribution company, from September 2018 to May 2022. In that role, Mr. Iniguez served as the chief financial officer for one of the company’s joint ventures while overseeing the company’s finance and accounting functions. Mr. Iniguez received his Master of Business Administration and Bachelor of Science from the University of Southern California.

The Company entered into an employment offer letter dated February 26, 2024 (the “Agreement”), with Mr. Iniguez. The Agreement has no specified term and Mr. Iniguez’s employment with the Company will be on an at-will basis. The material terms of the Agreement are summarized below.

Base Salary and Bonus. Mr. Iniguez will receive an annual base salary of $650,000 and will be eligible for an annual bonus under the Company’s Incentive Bonus Plan with a target amount of 100% of base salary. The base salary is subject to a 3% annual increase, and annual review. The annual bonus is subject to a guaranteed minimum payment of 50% of the target amount for each of 2024 and 2025.

Milestone Bonuses. Mr. Iniguez will be eligible to earn two milestone-based bonuses. The first milestone bonus is in the amount of $6 million and will be earned, if ever, upon the Board’s good faith determination that the Company’s aggregate adjusted EBITDA over the prior 4 fiscal quarters is at least zero, and the second milestone bonus is in the amount of $5 million and will be earned, if ever, upon the Board’s good faith determination that the Company’s aggregate adjusted EBITDA over the prior 4 fiscal quarters is at least $25 million. In each case, the Board’s good faith determination of the Company’s adjusted EBITDA will not take into account the effect of either bonus payment.

Signing Bonus. Mr. Iniguez will also be paid a $350,000 signing bonus within 30 days following his employment start date, which bonus must be repaid to the Company in full if he is not employed by the Company through the one-year anniversary of his start date, unless due to his termination without cause.

Equity Compensation. The Board approved two “inducement grants”, as such term is described in Section 303A.08 of the NYSE Listed Company Manual, which were offered to Mr. Iniguez to incentivize him to leave his previous employment and join the Company as chief executive officer (each, an “Inducement Grant”). The first Inducement Grant is exercisable for up to 11,100,000 shares of the Company’s common stock, which approximately represents 10% of the Company’s current fully-diluted capitalization, which shares will vest in four annual 25% installments. The second Inducement Grant is exercisable for up to 76,950,000 shares of the Company’s common stock, which approximately represents 10% of the Company’s future fully-diluted capitalization, assuming all or nearly all of the Company’s currently outstanding 8.00%/9.50% Convertible Senior Secured PIK Toggle Notes due 2027 (the “PIK Notes”) are converted into shares of the Company’s common stock at a conversion price of $0.25 per share as required pursuant to the terms of the previously-disclosed super priority note between the Company and Mudrick Capital Management L.P..

The shares subject to the second Inducement Grant will also vest in four annual 25% installments, provided that the vesting of such shares shall be delayed, if necessary, in order to prevent the total number of vested shares from exceeding 10% of the total number of shares of common stock issued upon exercise of the PIK Notes. For illustrative purposes only, in the event that PIK Notes with an aggregate current outstanding principal amount representing 10% of the current outstanding principal amount of all outstanding PIK Notes are converted into shares of Common Stock, then only 10% of the shares subject to the Second Inducement Grant will vest.

Severance Terms. In the event Mr. Iniguez’s employment with the Company terminates for cause, he will be entitled to receive payments upon the Company’s regular payroll schedule, which, in aggregate, represent 100% of his then-current annual base salary.. However, if Mr. Iniguez’s employment is terminated by the Company for cause, or upon his resignation, he will be entitled only to limited payments and benefits consisting primarily of earned but unpaid salary and earned but unpaid bonuses (the “Accrued Benefits”). In the event of a termination of Mr. Iniguez’s employment by the Company due to his death or disability, Mr. Iniguez or his beneficiaries will be entitled only to the Accrued Benefits.

Other Benefits. Mr. Iniguez will be eligible to participate in the benefit programs generally available to executive officers of the Company.

The foregoing description of the Agreement is qualified in its entirety by reference to the full text of the Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein. The Company also previously entered into its standard form indemnification agreement with Mr. Iniguez, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated by reference herein.

There are no arrangements or understandings between Mr. Iniguez and any other persons pursuant to which he was selected as chief executive officer. There are also no family relationships between Mr. Iniguez and any director or executive officer of the Company and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 8.01 Other Events.

On February 28, 2024, the Company issued a press release announcing the appointment of Eduardo Iniguez as the Chief Executive Officer as described above. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.


Exhibit No.		Description
10.1		Employment Offer Letter dated February 26, 2024, between Getaround Operations LLC and Eduardo Iniguez.
10.2		Indemnification Agreement dated February 27, 2024, between Getaround, Inc. and Eduardo Iniguez.
99.1		Press release dated February 28, 2024.
104		Cover Page Interactive Data File (embedded with the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


			GETAROUND, INC.

Date:	February 28, 2024	By:	/s/ SPENCER JACKSON
		Name: Title:	Spencer Jackson General Counsel & Secretary

55 Green Street

San Francisco, CA 94111

Eduardo Iniguez

February 26, 2024

Dear Eduardo,

We’re pleased to extend an offer of employment to you for the position of Chief Executive Officer of Getaround Operations LLC, a Delaware limited liability company (the “Company”), a wholly-owned subsidiary of Getaround, Inc. (the “Parent”). This offer of employment is conditioned on your satisfactory completion of certain requirements, as more fully explained in this letter. Your employment is subject to the terms and conditions set forth in this letter.

Duties. You will perform such duties and have such responsibilities as are customary for the position of Chief Executive Officer and as may be directed by the board of directors (the “Board”) of the Parent, to whom you will report. You agree to devote your full business time, attention and best efforts to the performance of your duties and to the furtherance of the Company’s interests. Notwithstanding the foregoing, nothing in this letter will preclude you from devoting reasonable periods of time to charitable and community activities, managing personal investment assets and, subject to Board approval which will not be unreasonably withheld, serving on boards of other companies (public or private) not in competition with the Company, provided that none of these activities, individually or in the aggregate, interferes with the performance of your duties hereunder or creates a conflict of interest.

Remote Work. Getaround has implemented a “remote first” policy, which means you will be expected to work from your home or other remote location for the majority of your time, however you will also be expected to attend regular in-person meetings at the Company’s headquarters in San Francisco, California from time to time, and to travel for business as needed to properly fulfill your employment duties and responsibilities.

Start Date. Subject to satisfaction of all of the conditions described in this letter, your anticipated start date is February 26, 2024 (the “Start Date”).

Base Salary. In consideration of your services, you will be paid an initial base salary of $650,000 per year, subject to review annually, payable bi-monthly in accordance with the standard payroll practices of the Company and subject to all withholdings and deductions as required by law. On January 1, 2025 and on the same day of each successive year during the Term, your base salary will be increased by 3%.

Bonus Opportunities. You will be eligible for the bonus payments set forth in Sections 5a, 5b and 5c below, provided that you remain employed by the Company through the date on which the bonus is “Earned” as defined respectively in 5a, 5b and 5c below (the “Continued Employment Requirement”).

Annual Bonus. You will be eligible to participate in the Company's annual bonus plan with a target bonus opportunity equal to 100% of your then current Annual Base Salary. Actual payments will be determined based on a combination of Company results and individual performance against the applicable performance goals established by the Board, or the Compensation Committee of the Board (the “Compensation Committee”). Any annual bonus with respect to a particular calendar year will be Earned on December 31 of the relevant calendar year and will be paid, if at all, within 2 1/2 months following the end of the year. Notwithstanding the foregoing: (i) in respect of the 2024 and 2025 calendar years, your annual bonus will be no less than 50% of your base salary without regard to meeting Company results or performance goals; and (ii) in 2024, any additional bonus in excess of 50% of your base salary will not be pro-rated from the Start Date, if you meet your targets by December 31, 2024. Your

eligibility to receive any bonus payment under this Section 5(a) is conditioned upon meeting the Continued Employment Requirement.

Milestone Bonuses. Subject to your meeting the Continued Employment Requirement through the date the milestone bonus is Earned, you will be eligible to earn the following milestone bonuses, each of which may only be earned only once:

if the Company’s aggregate Adjusted EBITDA over the preceding consecutive four (4) fiscal quarters (with the first such fiscal quarter commencing no earlier than the Start Date) is greater than zero, as determined by the Board in good faith no more than 60 days following the end of each fiscal quarter, a milestone bonus in the amount of $5 million, which amount will be payable to you within thirty (30) days of the Board's determination that such goal has been achieved (the “First Milestone Bonus”). The First Milestone Bonus shall be Earned on the last day of the four fiscal quarter period in which the Company’s aggregate adjusted EBITDA is greater than zero; and

ii.

if the Company’s aggregate Adjusted EBITDA over the preceding consecutive four (4) fiscal quarters (with the first such fiscal quarter commencing no earlier than the Start Date) is at least $25 million, as determined by the Board in good faith no more than 60 days following the end of each fiscal quarter, a milestone bonus in the amount of $6 million, which amount will be payable to you within thirty (30) days of the Board's determination that such goal has been achieved (the “Second Milestone Bonus”). The Second Milestone Bonus shall be Earned on the last day of the four fiscal quarter period over which the Company’s aggregate adjusted EBITDA is at least $25 million.

iii.

For the purposes of the bonuses in Section 5b above: (i) EBITDA shall be calculated without accrual of any bonus which may be payable as a result of meeting the requirements for the First or Second Milestone Bonus; and (iI) EBITDA shall be calculated using generally accepted accounting principles consistently applied, provided that Adjusted EBITDA will be determined in good faith by the Board in its sole discretion.

iv.

Notwithstanding the dates for payments set forth above, if the First or Second Milestone Bonus is owed with respect to a fourth fiscal quarter that ends at the end of a calendar year, the applicable bonus shall be paid no later than by March 15 of the following year.

Signing Bonus. In recognition of your continued service to the Company through the first anniversary of the Start Date (the “Retention Period”) the Company will pay you a retention bonus in the amount of $350,000, less all applicable withholdings and deductions required by law (the “Signing Bonus”), in a lump sum payment within thirty (30) days following the Start Date. For the avoidance of any doubt, the Retention Bonus is an advance on wages and will not be deemed earned unless the Continued Employment Requirement is met throughout the Retention Period or unless the Company terminates you without Cause prior to the end of the Retention Period. In the event you do not meet the Continued Employment Requirement through the end of the Retention Period, you will be required to repay 100% of the $350,000 Signing Bonus to the Company unless the failure to meet the Continued Employment Requirement through the end of the Retention Period is due to the Company terminating you without Cause prior to the end of the Retention Period.

Equity Awards. Subject to the approval of the Board, as a material inducement for you to join Getaround, the Company will grant you (i) a first equity award in the form of stock option to purchase up to 11,100,000 shares of the Company’s common stock, which number shall be equal to ten percent (10%) of the Company’s fully diluted capitalization as of the Start Date, including the exercise of all outstanding stock options and the settlement of all outstanding restricted stock units, but excluding the exercise of any outstanding warrants, (the “First Option”), and (ii) a second equity award in the form of a stock option to purchase up to 76,950,000 shares of the Company’s common stock (the “Second Option”, and together with the First Option, the “Options”). The options will be subject to the terms and conditions set forth in an award agreement, which will be substantially similar to the applicable terms and conditions of the Parent’s 2022 Equity Incentive Plan (the “Equity Incentive Plan”) and will vest as follows: (a) 25% of the total number of shares subject to the First Option will vest on the one-year anniversary of your Start

Date, and an additional 1/4th of the total number of shares subject to the Option will vest on the same day of each of the subsequent three years thereafter; and (b) 25% of the shares subject to the second option will vest on the one-year anniversary of your Start Date, an additional 25% of the shares subject to the second option will vest on the second anniversary of your Start Date, an additional 25% of the shares subject to the second option will vest on the third anniversary of your Start Date, and the remaining 25% of the shares subject to the second option will vest on the fourth anniversary of your Start Date; provided that such vesting shall be delayed, in whole or part, if required, so that at no time shall more than the Adjusted Number of Shares be vested. The exercise price of the Options will be the most recent closing price of the Company’s common stock traded on the New York Stock Exchange as of the date of grant. For the purposes of this Section 6, the term, “Adjusted Number of Shares” means the total number of shares subject to the Second Option multiplied by the quotient obtained by dividing (x) the total number of shares of common stock issued upon the conversion of the Company’s outstanding 8.00%/9.50% Convertible Senior Secured PIK Toggle Notes due 2027, by (y) 769,500,000, provided that in no case will the Adjusted Number of Shares exceed the total number of shares subject to the Second Option. The Options will have a maximum term of ten (10) years, subject to earlier expiration in the event your service with the Company terminates. The Company shall register the grant of the Option to you with the US Securities and Exchange Commission on a Form S-8, which shall include a reoffer prospectus for the shares issuable upon exercise of the Option.

You represent and warrant that the Options are a material inducement for you to accept this offer of employment, as described in Section 303A.08 of the NYSE Listed Company Manual, and you acknowledge that the material terms of the Options will be disclosed by the Company in a press release, as required under such provision.

Change in Control and Severance Benefits.

Severance. In the event the Company (or any parent, subsidiary or successor of the Company) terminates your employment without Cause, you will receive base salary severance in an amount equal to one hundred percent (100%) of your Annual Base Salary. The base salary severance will be paid to you at the rate, and at the time, that would otherwise be applicable to your Annual Base Salary pursuant to the Company’s normal payroll practices on the Company’s regularly scheduled payroll dates commencing with the first regularly scheduled payroll date that occurs at least eight days following the Release Deadline and continuing for twelve months thereafter, with the first payment being equal to the number of business days between your last day of employment and the date of the first payment multiplied by your Annual Base Salary rate of pay.

COBRA. In the event the Company (or any parent, subsidiary or successor of the Company) terminates your employment without Cause and you timely elect to continue your health insurance coverage under COBRA, You shall be entitled to reimbursement for the cost of COBRA continuation benefits for up to twelve months from the last day of employment, provided that you must immediately notify the Company if you become eligible for insurance through a new employer during that twelve month period, at which time reimbursement payments from Company will cease. COBRA reimbursement payments will be issued on a monthly basis within 7 days of you providing proof of payment of COBRA premiums.

Equity Acceleration Upon Termination without Cause during Change in Control Period. If, during the Change in Control Period, the Company (or any parent, subsidiary or successor of the Company) terminates your employment without Cause, then, subject to Section 8 below, you will vest in one hundred percent (100%) of any then outstanding and unvested Equity Awards that are subject to time-based vesting (the “Double Trigger Vesting Acceleration”) effective as of the later of your termination of employment or the Change in Control. The Equity Awards will otherwise remain subject to the terms and conditions of the applicable Equity Award agreement and the Equity Incentive Plan. Notwithstanding anything stated herein or elsewhere to the contrary, if the successor to the Company or any affiliate of such successor does not agree to assume, substitute or otherwise continue any then outstanding Equity Awards at the time of a Change in Control, you will receive the Double Trigger Vesting Acceleration as of immediately prior to and contingent upon the Change in Control unless your employment with the Company (or any parent, subsidiary or successor of the Company) terminates due to your voluntary resignation, or is terminated by the Company for Cause.

Conditions to Receipt of Section 7 Benefits.

Release of Claims Agreement. The receipt of any severance or other benefits pursuant to Section 7 will be subject to you signing and not revoking a general release of all claims in a form provided by the Company, and such release becoming effective and irrevocable no later than the sixtieth (60th) day following your termination (such deadline, the “Release Deadline”). No severance or other benefits pursuant to Section 7 will be paid or provided pursuant to this Agreement until the release becomes effective and irrevocable. If the release does not become effective and irrevocable by the Release Deadline, you will forfeit all rights to severance payments and benefits under Section 7 of this Agreement.

Confidential Information Agreement and Other Requirements. Your receipt of any payments or benefits under Section 7 will be subject to you continuing to comply with the terms of the Confidential Information and Invention Assignment Agreement entered into by and between you and the Company (the “Confidentiality Agreement”), which you acknowledge and agree will remain in full force and effect.

Code Section 409A. For purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”), each payment that is paid pursuant to this Agreement is hereby designated as a separate payment. Further (i) no severance or benefits to be paid or provided to you, if any, pursuant to this Agreement that, when considered together with any other severance payments or benefits, are considered deferred compensation under Section 409A, will be paid or otherwise provided until you have had a “separation from service” within the meaning of Section 409A, (ii) no severance or benefits to be paid or provided to you, if any, pursuant to this Agreement that are intended to be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii) will be paid or otherwise provided until you have had an “involuntary separation from service” within the meaning of Section 409A, and (iii) in the case of (i) and (ii), any reference in this Agreement to “termination” or “termination of employment” or any similar term will be construed to mean a “separation from service” within the meaning of Section 409A. The parties intend that all payments and benefits provided or to be provided under this Agreement comply with, or are exempt from, the requirements of Section 409A so that none of the payments or benefits will be subject to the adverse tax penalties imposed under Section 409A, and any ambiguities herein will be interpreted to so comply or be so exempt. The Company and you agree to work together in good faith to consider amendments to this Agreement, and to take such reasonable actions, which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition under Section 409A before payments or benefits are provided to you. Any severance payments or benefits made in connection with your termination under this Agreement and provided on or before the fifteenth day of the third month following the end of your first tax year in which your termination occurs or, if later, the fifteenth day of the third month following the end of the Company's first tax year in which your termination occurs, will be exempt from Section 409A to the maximum extent permitted pursuant to Treasury Regulation Section 1.409A-1(b)(4) and any additional payments or benefits provided in connection with your termination under this Agreement will be exempt from Section 409A to the maximum extent permitted pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii) (to the extent it is exempt pursuant to such section it will in any event be provided no later than the last day of your second taxable year following the taxable year in which your termination occurs). Notwithstanding the foregoing, if any of the payments or benefits provided in connection with your termination do not qualify for any reason to be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(4), Treasury Regulation Section 1.409A-1(b)(9)(iii), or any other applicable exemption and you are, at the time of your termination, a “specified employee,” as defined in Treasury Regulation Section 1.409A-1(i), each such payment or benefit will not be provided until the first regularly scheduled payroll date that occurs on or after the date six months and one day following your termination and, on such date (or, if earlier, another date that occurs as soon as practicable after your death), you will receive all payments and benefits that would have been provided during such period in a single lump sum, if applicable. In addition, notwithstanding any other provision herein to the contrary, to the extent that any reimbursements or in-kind benefits under this Agreement or otherwise constitute non-exempt “nonqualified deferred compensation” within the meaning of Section 409A, then any such reimbursements and/or benefits (A) will be made or provided promptly but no later than December 31st of the calendar year following the year in which the expense was incurred by you, (B) will not

in any way affect the expenses eligible for reimbursement or in-kind benefits to be provided in any other calendar year, and (C) will not be subject to liquidation or exchange for another benefit.

Limitation on Payments. In the event that the severance benefits provided for in this Agreement and/or other payments and benefits otherwise provided to you (a) constitute “parachute payments” within the meaning of Section 280G of the Code and (b) but for this Section 8, would be subject to the excise tax imposed by Section 4999 of the Code, then, at your election, your severance benefits under Section 3, and/or the other payments and benefits otherwise provided to you, will be either (i) delivered in full, or (ii) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by you on an after-tax basis, of the greatest amount of severance benefits and other payments and benefits, notwithstanding that all or some portion of such severance benefits and other payments and benefits may be taxable under Section 4999 of the Code. Unless the Company and you otherwise agree in writing, any determination required under this Section 8 will be made in writing by the Company's outside legal counsel or independent public accountants or other firm selected by the Company (the “Firm”), whose determination will be conclusive and binding upon you and the Company for all purposes. For purposes of making the calculations required by this Section 8, the Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and you will furnish to the Firm such information and documents as the Firm may reasonably request in order to make a determination under this Section 8. The Company will bear all costs the Firm may reasonably incur in connection with any calculations contemplated by this Section 8. Any reduction made pursuant to this Section 8 will be made in accordance with the following order of priority: (A) stock options whose exercise price exceeds the fair market value of the optioned stock (i.e., “underwater options”) (B) Full Credit Payments (as defined below) that are payable in cash, (C) non-cash Full Credit Payments that are taxable, (D) non-cash Full Credit Payments that are not taxable (E) Partial Credit Payments (as defined below) and (F) non-cash employee welfare benefits. In each case, reductions will be made in reverse chronological order such that the payment or benefit owed on the latest date following the occurrence of the event triggering the excise tax will be the first payment or benefit to be reduced (with reductions made pro-rata in the event payments or benefits are owed at the same time).

Definition of Terms. The following terms referred to in this Agreement will have the following meanings:

Annual Base Salary. For purposes of this Agreement, “Annual Base Salary” means your annual base salary as in effect immediately prior to the date of your termination of employment.

Cause. For purposes of this Agreement, “Cause” will have the meaning set forth in the Equity Incentive Plan.

Change in Control. For purposes of this Agreement, “Change in Control” will have the meaning set forth in the Equity Incentive Plan, except that a partial or full conversion of the outstanding PIK Notes issued by Getaround in a principal amount of $175 million into shares of the Company’s common stock will be deemed not to be a Change in Control.

Change in Control Period. For purposes of this Agreement, “Change in Control Period” means the period beginning three months prior to, and ending twelve months following, a Change in Control.

Equity Award. For purposes of this Agreement, “Equity Award” means each then outstanding award relating to the Company's common stock (whether stock options, stock appreciation rights, shares of restricted stock, restricted stock units, performance shares, performance units or other similar awards).

Full Credit Payment. For purposes of this Agreement, “Full Credit Payment” means a payment, distribution or benefit, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, that if reduced in value by one dollar reduces the amount of the parachute payment (as

defined in Section 280G of the Code) by one dollar, determined as if such payment, distribution or benefit had been paid or distributed on the date of the event triggering the excise tax.

Partial Credit Payment. For purposes of this Agreement, “Partial Credit Payment” means any payment, distribution or benefit that is not a Full Credit Payment. In no event will you have any discretion with respect to the ordering of payment reductions.

10.

Rights Upon Termination.

Accrued Benefits. Except as expressly provided in Section 7, upon the termination of your employment, you will only be entitled to: (i) all earned but unpaid salary, all accrued but unpaid vacation and all other earned but unpaid compensation or wages, including any “Earned” but unpaid bonuses (ii) any unreimbursed business expenses incurred by you on or before the termination date and which are reimbursable under the Company’s business expense reimbursement policies, which will be paid to you promptly following your submission of any required receipts and other documentation to the Company in accordance with the Company’s business expense reimbursement policies, provided such receipts and documents are received by the Company within forty-five (45) days after the date of your termination, (iii) such other compensation or benefits due under any Company-provided retirement, health or equity plans, policies, and arrangements or as otherwise required by law; and (iv) any vested Options (collectively, the “Accrued Benefits”).

Disability; Death. If the Company terminates your employment as a result of your Disability where you are no longer willing or able to continue performing services for the Company, or your employment terminates due to your death, then you will not be entitled to receive severance or other benefits pursuant to this Agreement except for the Accrued Benefits.

11.

Successors.

Company Successors. Any successor to the Company (whether direct or indirect and whether by purchase, merger, consolidation, liquidation or otherwise) to all or substantially all of the Company's business and/or assets will assume the obligations under this Agreement and agree expressly to perform the obligations under this Agreement in the same manner and to the same extent as the Company would be required to perform such obligations in the absence of a succession. For all purposes under this Agreement, the term “Company” will include any such successor to the Company's business and/or assets.

Your Successors. The terms of this Agreement and all your rights hereunder will inure to the benefit of, and be enforceable by, your personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.

12.

Benefits and Perquisites. You will be eligible to participate in the employee benefit plans and programs generally available to the Company's executives, including group medical, dental, vision and life insurance, disability benefits and certain other benefits, subject to the terms and conditions of such plans and programs. You will be entitled to time off in accordance with the Company's policies in effect from time to time. The Company currently has a flexible time off policy. You will also be entitled to the fringe benefits and perquisites that are made available to other similarly situated executives of the Company, each in accordance with and subject to the eligibility and other provisions of such plans and programs. The Company reserves the right to amend, modify or terminate any of its benefit plans or programs at any time and for any reason. Reasonable business expenses (including first class air fare for air travel exceeding 6 hours) will be reimbursed on a monthly basis per Company policy and upon completion of the appropriate expense request form.

13.

Withholding. All forms of compensation paid to you as an employee of the Company will be less all applicable withholdings.

14.

At-will Employment. Your employment with the Company will be for no specific period of time. Rather, your employment will be at-will, meaning that you or the Company may terminate the employment relationship at any time, with or without cause, and with or without notice and for any reason or no particular reason. Although your compensation and benefits may change from time to time, the at-will nature of your employment may only be changed by an express written agreement approved by the Board and signed by a member of the Board.

15.

Section 409A. This offer letter is intended to comply with Section 409A of the Internal Revenue Code (“Section 409A”) or an exemption thereunder and will be construed and administered in accordance with Section 409A. Notwithstanding any other provision of this offer letter, payments provided under this offer letter may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments under this offer letter that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral will be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided under this offer letter will be treated as a separate payment. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this offer letter comply with Section 409A and in no event will the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by you on account of non-compliance with Section 409A.

Notwithstanding any other provision of this offer letter, if any payment or benefit provided to you in connection with termination of employment is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A and you are determined to be a “specified employee” as defined in Section 409A(a)(2)(b)(i), then such payment or benefit will not be paid until the first payroll date to occur following the six-month anniversary of your termination date (the “Specified Employee Payment Date”) or, if earlier, on the date of your death. The aggregate of any payments that would otherwise have been paid before the Specified Employee Payment Date will be paid to you in a lump sum on the Specified Employee Payment Date and thereafter, any remaining payments will be paid without delay in accordance with their original schedule. In addition, notwithstanding any other provision herein to the contrary, to the extent that any reimbursements or in-kind benefits under this offer letter or otherwise constitute non-exempt “nonqualified deferred compensation” within the meaning of Section 409A, then any such payments, reimbursements and/or benefits (i) will be paid or reimbursed promptly but no later than December 31st of the calendar year following the year in which the expense was incurred by you, (ii) will not in any way affect the expenses eligible for reimbursement or in-kind benefits to be provided in any other calendar year, and (iii) will not be subject to liquidation or exchange for another benefit.

16.

Miscellaneous.

Modifications and Waivers. No provision of this offer letter will be modified, waived or discharged unless the modification, waiver or discharge is agreed to in writing and signed by you and by the Parent CEO. No waiver by either party of any breach of, or of compliance with, any condition or provision of this offer letter by the other party will be considered a waiver of any other condition or provision or of the same condition or provision at another time.

Governing Law. Except for the Arbitration provision set forth in Section 19 below (which is governed by the Federal Arbitration Act), the validity, interpretation, construction and performance of this Agreement, and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto will be governed, construed and interpreted in accordance with the laws of the state of California, without giving effect to principles of conflicts of law. Subject to Section 19 below, for purposes of litigating any dispute that may arise directly or indirectly from this Agreement, the parties hereby submit and consent to the exclusive jurisdiction of the state of California and agree that any such litigation will be conducted only in the courts of California or the federal courts of the United States located in California and no other courts.

No Assignment. This offer letter and all of your rights and obligations hereunder are personal to you and may not be transferred or assigned by you at any time. The Company may assign its rights under this offer

letter to any entity that assumes the Company’s obligations hereunder in connection with any sale or transfer of all or a substantial portion of the Company’s assets to such entity.

Acknowledgment. You acknowledge that you have the opportunity to discuss this matter with and obtain advice from your private attorney, have had sufficient time to, and have carefully read and fully understand all the provisions of this offer letter, and are knowingly and voluntarily entering into this offer letter.

Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to this offer letter by electronic means. You hereby consent to receive such documents by electronic delivery and agrees to participate through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.

17.

Employment Conditions Your employment with the Company is contingent upon your satisfaction of each of the items set forth below. You will not be permitted to commence employment with the Company or, if your employment has already commenced, your employment may be terminated, if you fail to satisfy any of these items:

Verification of your right to work in the United States, as demonstrated by your completion of an I-9 form upon hire and your submission of acceptable documentation (as noted on the I-9 form) verifying your identity and work authorization within three days of your Start Date. For your convenience, a copy of the I-9 Form's List of Acceptable Documents is enclosed for your review.

Satisfactory completion of a background investigation, for which the required notice and consent forms will be provided to you electronically.

Prior to your first day of employment with the Company, you must have returned all property and confidential information belonging to any prior employer and you must execute and deliver to an officer of the Company this Agreement and the Company's Confidential Information and Invention Assignment Agreement, a copy of which is enclosed for your review and execution (the “Confidentiality Agreement”). Further, in connection with your employment with the Company, you must not use or disclose any trade secrets or other proprietary information or intellectual property in which you or any person (other than the Company) has any right, title or interest.

18.

Representations. By accepting this offer, you represent that you are able to accept this job and carry out the work that it would involve without breaching any legal restrictions on your activities, such as non-competition, non-solicitation or other work-related restrictions imposed by a current or former employer. You also represent that you will inform the Company about any such restrictions and provide the Company with as much information about them as possible, including any agreements between you and your current or former employer describing such restrictions on your activities. You further confirm that you will not remove or take any documents or proprietary data or materials of any kind, electronic or otherwise, with you from your current or former employer to the Company without written authorization from your current or former employer, nor will you use or disclose any such confidential information during the course and scope of your employment with the Company. If you have any questions about the ownership of particular documents or other information, you should discuss such questions with your former employer before removing or copying the documents or information.

19.

Arbitration and Equitable Relief.

Arbitration. In consideration of your relationship with the Company, the Company's promise to arbitrate all relationship-related disputes and your receipt of the compensation and other benefits paid or provided to you by the Company, at present and in the future, you agree that any and all controversies, claims or disputes with anyone (including but not limited to the Company and any employee, officer, director, shareholder or benefit plan of the Company, in their capacity as such or otherwise) arising out of, relating to, or resulting from your relationship with the Company or the termination of your relationship with the Company, including any breach of this Agreement or the application of IRC section 409A, will be subject to binding arbitration under the Federal Arbitration Act (“FAA”) )and California law to the extent California law is not inconsistent with the FAA. Disputes

which you agree to arbitrate, and thereby agree to waive any right to a trial by jury, include any statutory claims under state or Federal law, including, but not limited to, claims under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act of 1990, the Age Discrimination in Employment Act of 1967, the Older Workers Benefit Protection Act, the California Fair Employment and Housing Act, the California Labor Code, claims of harassment, discrimination or wrongful termination and any statutory claims. You further acknowledge and agree that this agreement to arbitrate also applies to any disputes that the Company may have with you.

Procedure. You acknowledge and agree that any arbitration will be administered by the Judicial Arbitration and Mediation Service (“JAMS”) and that the arbitrator will be selected in a manner consistent with its rules for the resolution of employment disputes. The applicable rules for the arbitration can be found at http://www.jamsadr.com/rules-employment-arbitration/. You acknowledge and agree that the arbitrator will have the power to decide any motions brought by any party to the arbitration, including motions for summary judgment and/or adjudication and motions to dismiss and demurrers, prior to any arbitration hearing. You also acknowledge and agree that the arbitrator will have the power to award any remedies, including attorneys' fees and costs, available under applicable law. You understand the Company will pay for any administrative or hearing fees charged by the arbitrator or JAMs except that you will pay the amount of any filing fees associated with any arbitration you initiate equivalent to what you would be required to pay to initiate court proceedings. You agree that the arbitrator will administer and conduct any arbitration in a manner consistent with the applicable JAMs rules. You agree to bring any dispute on an individual basis only. You understand that this Agreement prohibits both you and the Company from filing, opting into, becoming a class member in, or recovering through a class action, collective action, group action, action representing other employees, former employees, or stockholders, private attorney general action, except on an individual basis, or similar proceeding in court. To the extent the JAMs rules conflict with any provision of this Agreement, the provisions of this Agreement will govern over the JAMs rules.

Remedy. Except as provided by the JAMs rules, arbitration will be the sole, exclusive and final remedy for any dispute between you and the Company. Accordingly, except as provided for by the JAMs rules, neither you nor the Company will be permitted to pursue court action regarding claims that are subject to arbitration. Notwithstanding, the arbitrator will not have the authority to disregard or refuse to enforce any lawful Company policy, and the arbitrator will not order or require the Company to adopt a policy not otherwise required by law which the Company has not adopted.

Availability of Injunctive Relief. In addition to your right under the rules to petition the court for provisional relief, you agree that any party may also petition the court for injunctive relief where either party alleges or claims a violation of this Agreement or any other agreement regarding trade secrets, confidential information, non-solicitation provisions or Labor Code Section 870.

Administrative Relief. You understand that this Agreement does not prohibit you from pursuing an administrative claim with a local, state or Federal administrative body such as the California Civil Rights Department, the Equal Employment Opportunity Commission or the Workers' Compensation Board. This Agreement does, however, preclude you from pursuing court action regarding any such claim.

Voluntary Nature of Agreement. You acknowledge and agree that you are executing this Agreement voluntarily and without any duress or undue influence by the Company or anyone else. You further acknowledge and agree that you have carefully read this Agreement and that you have asked any questions needed for you to understand the terms, consequences and binding effect of this Agreement and fully understand it, including that you are waiving your right to a jury trial. Finally, you agree that you have been provided an opportunity to seek the advice of an attorney of your choice before signing this Agreement. Arbitration is not a mandatory condition of your employment.

We are excited at the prospect of you joining our team. If you have any questions about the above details, please call me immediately. If you wish to accept this position, please sign below and return this letter to me within 3 business days. This offer is open for you to accept until February 26, 2024 at 7 pm, at which time it will be deemed to be withdrawn.

I look forward to hearing from you.

Yours sincerely,

/s/ JASON MUDRICK

Jason Mudrick

Director, Getaround, Inc.

On behalf of Getaround Operations LLC

Acceptance of Offer

I have read and understood, and I accept all the terms of the offer of employment as set forth in the foregoing letter. I have not relied on any agreements or representations, express or implied, that are not set forth expressly in the foregoing letter, and this letter supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the subject matter of this letter.

EDUARDO INIGUEZ

/s/ EDUARDO INIGUEZ

Date: February 26, 20224

GETAROUND, INC.

INDEMNIFICATION AGREEMENT

This Indemnification Agreement (this “Agreement”) is made as of February 27, 2024 by and between Getaround, Inc., a Delaware corporation (the “Company”), and Eduardo Iniguez (“Indemnitee”).

RECITALS

The Company and Indemnitee recognize the increasing difficulty in obtaining liability insurance for directors, officers and key employees, the significant increases in the cost of such insurance and the general reductions in the coverage of such insurance. The Company and Indemnitee further recognize the substantial increase in corporate litigation in general, subjecting directors, officers and key employees to expensive litigation risks at the same time as the availability and coverage of liability insurance has been severely limited. Indemnitee does not regard the current protection available as adequate under the present circumstances, and Indemnitee may not be willing to continue to serve in Indemnitee’s current capacity with the Company without additional protection. The Company desires to attract and retain the services of highly qualified individuals, such as Indemnitee, and to indemnify its directors, officers and key employees so as to provide them with the maximum protection permitted by law.

AGREEMENT

In consideration of the mutual promises made in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and Indemnitee hereby agree as follows:

Indemnification.

(a)

Third-Party Proceedings. To the fullest extent permitted by applicable law, as such may be amended from time to time, the Company shall indemnify Indemnitee, if Indemnitee was, is or is threatened to be made, a party to or a participant (as a witness or otherwise) in any Proceeding (other than a Proceeding by or in the right of the Company to procure a judgment in the Company’s favor), against all Expenses, judgments, fines and amounts paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld) actually and reasonably incurred by Indemnitee in connection with such Proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company and, in the case of a criminal Proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful.

(b)

Proceedings by or in the Right of the Company. To the fullest extent permitted by applicable law, the Company shall indemnify Indemnitee, if Indemnitee was, is or is threatened to be made a party to or a participant (as a witness or otherwise) in any Proceeding by or in the right of the Company to procure a judgment in the Company’s favor, against all Expenses actually and reasonably incurred by Indemnitee in connection with such Proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, except that no indemnification shall be made in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudicated by court order or judgment to be liable to the Company unless and only to the extent that the Court of Chancery or the court in which such Proceeding is or was pending shall determine upon application that, in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

(c)

Success on the Merits. To the fullest extent permitted by applicable law and to the extent that Indemnitee has been successful on the merits or otherwise in defense of any Proceeding referred to in Section 1(a) or Section 1(b) or the defense of any claim, issue or matter therein, in whole or in part, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee in connection therewith. Without limiting the generality of the foregoing, if Indemnitee is successful on the merits or otherwise as to one or more but less than all claims, issues or matters in a Proceeding, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee in connection with such successfully resolved claims, issues or matters to the fullest extent permitted by applicable law. If any Proceeding is disposed of on the merits or otherwise (including a disposition without prejudice), without (i) the disposition being adverse to Indemnitee, (ii) an adjudication that

Indemnitee was liable to the Company, (iii) a plea of guilty by Indemnitee, (iv) an adjudication that Indemnitee did not act in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and (v) with respect to any criminal Proceeding, an adjudication that Indemnitee had reasonable cause to believe Indemnitee’s conduct was unlawful, Indemnitee shall be considered for the purposes hereof to have been wholly successful with respect thereto.

(d)

Witness Expenses. To the fullest extent permitted by applicable law and to the extent that Indemnitee is a witness or otherwise asked to participate in any Proceeding to which Indemnitee is not a party, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee in connection with such Proceeding.

Indemnification Procedure.

(a)

Advancement of Expenses. To the fullest extent permitted by applicable law, the Company shall advance all Expenses actually and reasonably incurred by Indemnitee in connection with a Proceeding within thirty (30) days after receipt by the Company of a statement requesting such advances from time to time, whether prior to or after final disposition of any Proceeding. Such advances shall be unsecured and interest free and shall be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. Indemnitee shall be entitled to continue to receive advancement of Expenses pursuant to this Section 2(a) unless and until the matter of Indemnitee’s entitlement to indemnification hereunder has been finally adjudicated by court order or judgment from which no further right of appeal exists. Indemnitee hereby undertakes to repay such amounts advanced only if, and to the extent that, it ultimately is determined that Indemnitee is not entitled to be indemnified by the Company under the other provisions of this Agreement. Indemnitee shall qualify for advances upon the execution and delivery of this Agreement, which shall constitute the requisite undertaking with respect to repayment of advances made hereunder and no other form of undertaking shall be required to qualify for advances made hereunder other than the execution of this Agreement.

(b)

Notice and Cooperation by Indemnitee. Indemnitee shall promptly notify the Company in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter for which indemnification will or could be sought under this Agreement. Such notice to the Company shall include a description of the nature of, and facts underlying, the Proceeding, shall be directed to the Chief Executive Officer of the Company and shall be given in accordance with the provisions of Section 13(e) below. In addition, Indemnitee shall give the Company such additional information and cooperation as the Company may reasonably request. Indemnitee’s failure to so notify, provide information and otherwise cooperate with the Company shall not relieve the Company of any obligation that it may have to Indemnitee under this Agreement, except to the extent that the Company is adversely affected by such failure.

(c)

Determination of Entitlement.

(i)

Final Disposition. Notwithstanding any other provision in this Agreement, no determination as to entitlement to indemnification under this Agreement shall be required to be made prior to the final disposition of the Proceeding.

(ii)

Determination and Payment. Subject to the foregoing, promptly after receipt of a statement requesting payment with respect to the indemnification rights set forth in Section 1, to the extent required by applicable law, the Company shall take the steps necessary to authorize such payment in the manner set forth in Section 145 of the Delaware General Corporation Law. The Company shall pay any claims made under this Agreement, under any statute, or under any provision of the Company’s Certificate of Incorporation or Bylaws providing for indemnification or advancement of Expenses, within thirty (30) days after a written request for payment thereof has first been received by the Company, and if such claim is not paid in full within such thirty (30) day-period, Indemnitee may, but need not, at any time thereafter bring an action against the Company in the Delaware Court of Chancery to recover the unpaid amount of the claim and, subject to Section 12, Indemnitee shall also be entitled to be paid for all Expenses actually and reasonably incurred by Indemnitee in connection with bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for advancement of Expenses under Section 2(a)) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed. In making a determination with respect to entitlement to indemnification hereunder, the person or persons or entity making such determination shall presume that Indemnitee is entitled to

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indemnification under this Agreement and the Company shall have the burden of proof to overcome that presumption with clear and convincing evidence to the contrary. The termination of any Proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, or, in the case of a criminal Proceeding, that Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful. In addition, it is the parties’ intention that if the Company contests Indemnitee’s right to indemnification, the question of Indemnitee’s right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct. If any requested determination with respect to entitlement to indemnification hereunder has not been made within ninety (90) days after the final disposition of the Proceeding, the requisite determination that Indemnitee is entitled to indemnification shall be deemed to have been made.

(iii)

Change of Control. Notwithstanding any other provision in this Agreement, if a Change of Control has occurred, any person or body appointed by the Board of Directors in accordance with applicable law to review the Company’s obligations hereunder and under applicable law shall be Independent Counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, will render its written opinion to the Company and Indemnitee as to whether and to what extent Indemnitee would be entitled to be indemnified hereunder under applicable law and the Company agrees to abide by such opinion. The Company agrees to pay the reasonable fees of the Independent Counsel referred to above and to indemnify fully such counsel against any and all expenses (including attorneys’ fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto. Notwithstanding any other provision of this Agreement, the Company shall not be required to pay Expenses of more than one Independent Counsel in connection with all matters concerning a single Indemnitee, and such Independent Counsel shall be the Independent Counsel for any or all other Indemnitees unless (A) the Company otherwise determines or (B) any Indemnitee shall provide a written statement setting forth in detail a reasonable objection to such Independent Counsel representing other indemnitees under agreements similar to this Agreement.

(d)

Payment Directions. To the extent payments are required to be made hereunder, the Company shall, in accordance with Indemnitee’s request (but without duplication), (i) pay such Expenses on behalf of Indemnitee, (ii) advance to Indemnitee funds in an amount sufficient to pay such Expenses, or (iii) reimburse Indemnitee for such Expenses.

(e)

Notice to Insurers. If, at the time of the receipt of a notice of a claim pursuant to Section 2(b) hereof, the Company has director and officer liability insurance in effect, the Company shall give prompt notice of the commencement of such Proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies. The Company shall provide to Indemnitee: (i) copies of all potentially applicable directors’ and officers’ liability insurance policies, (ii) a copy of such notice delivered to the applicable insurers, and (iii) copies of all subsequent correspondence between the Company and such insurers regarding the Proceeding, in each case substantially concurrently with the delivery or receipt thereof by the Company.

(f)

Defense of Claim and Selection of Counsel. In the event the Company shall be obligated under Section 2(a) hereof to advance Expenses with respect to any Proceeding, the Company, if appropriate, shall be entitled to assume the defense of such Proceeding, with counsel reasonably acceptable to Indemnitee, upon the delivery to Indemnitee of written notice of its election so to do, and upon Indemnitee providing signed, written consent to such assumption, which shall not be unreasonably withheld. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding, provided that (i) Indemnitee shall have the right to employ counsel in any such Proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct

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of any such defense or (C) the Company shall not, in fact, have employed counsel to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. In addition, if there exists a potential, but not an actual conflict of interest between the Company and Indemnitee, the actual and reasonable legal fees and expenses incurred by Indemnitee for separate counsel retained by Indemnitee to monitor the Proceeding (so that such counsel may assume Indemnitee’s defense if the conflict of interest between the Company and Indemnitee becomes an actual conflict of interest) shall be deemed to be Expenses that are subject to indemnification hereunder. The existence of an actual or potential conflict of interest, and whether such conflict may be waived, shall be determined pursuant to the rules of attorney professional conduct and applicable law. The Company shall not be required to obtain the consent of Indemnitee for the settlement of any Proceeding the Company has undertaken to defend if the Company assumes full and sole responsibility for each such settlement; provided, however, that the Company shall be required to obtain Indemnitee’s prior written approval, which shall not be unreasonably withheld, before entering into any settlement which (1) does not grant Indemnitee a complete release of liability, (2) would impose any penalty or limitation on Indemnitee, or (3) would admit any liability or misconduct by Indemnitee.

Additional Indemnification Rights.

(a)

Scope. Notwithstanding any other provision of this Agreement, the Company hereby agrees to indemnify Indemnitee to the fullest extent permitted by law, notwithstanding that such indemnification is not specifically authorized by the other provisions of this Agreement, the Company’s Certificate of Incorporation, the Company’s Bylaws or by statute. In the event of any change, after the date of this Agreement, in any applicable law, statute, or rule which expands the right of a Delaware corporation to indemnify a member of its board of directors or an officer, such changes shall be deemed to be within the purview of Indemnitee’s rights and the Company’s obligations under this Agreement. In the event of any change in any applicable law, statute or rule which narrows the right of a Delaware corporation to indemnify a member of its board of directors or an officer, such changes, to the extent not otherwise required by such law, statute or rule to be applied to this Agreement shall have no effect on this Agreement or the parties’ rights and obligations hereunder.

(b)

Nonexclusivity. The indemnification provided by this Agreement shall not be deemed exclusive of any rights to which Indemnitee may be entitled under the Company’s Certificate of Incorporation, its Bylaws, any agreement, any vote of stockholders or disinterested members of the Company’s Board of Directors, the Delaware General Corporation Law, or otherwise, both as to action in Indemnitee’s official capacity and as to action in another capacity while holding such office.

(c)

Interest on Unpaid Amounts. If any payment to be made by the Company to Indemnitee hereunder is delayed by more than ninety (90) days from the date the duly prepared request for such payment is received by the Company, interest shall be paid by the Company to Indemnitee at the legal rate under Delaware law for amounts which the Company indemnifies or is obligated to indemnify for the period commencing with the date on which Indemnitee actually incurs such Expense or pays such judgment, fine or amount in settlement and ending with the date on which such payment is made to Indemnitee by the Company.

(d)

Third-Party Indemnification. The Company hereby acknowledges that Indemnitee has or may from time to time obtain certain rights to indemnification, advancement of expenses and/or insurance provided by one or more third parties (collectively, the “Third-Party Indemnitors”). The Company hereby agrees that it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of the Third-Party Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by Indemnitee are secondary), and that the Company will not assert that the Indemnitee must seek expense advancement or reimbursement, or indemnification, from any Third-Party Indemnitor before the Company must perform its expense advancement and reimbursement, and indemnification obligations, under this Agreement. No advancement or payment by the Third-Party Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company shall affect the foregoing. The Third-Party Indemnitors shall be subrogated to the extent of such advancement or payment to all of the rights of recovery which Indemnitee would have had against the Company if the Third-Party Indemnitors had not advanced or paid any amount to or on behalf of Indemnitee. If for any reason a court of competent jurisdiction determines that the Third-Party Indemnitors are not entitled to the subrogation rights described in the preceding sentence, the Third-Party Indemnitors shall have a right of contribution by the Company to the Third-Party Indemnitors with respect to any advance or payment by the Third-Party Indemnitors to or on behalf of the Indemnitee.

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Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the Expenses, judgments, fines or amounts paid in settlement, actually and reasonably incurred in connection with a Proceeding, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such Expenses, judgments, fines and amounts paid in settlement to which Indemnitee is entitled.

Director and Officer Liability Insurance.

(a)

D&O Policy. The Company shall, from time to time, make the good faith determination whether or not it is practicable for the Company to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the directors and officers of the Company with coverage for losses from wrongful acts, or to ensure the Company’s performance of its indemnification obligations under this Agreement. Among other considerations, the Company will weigh the costs of obtaining such insurance coverage against the protection afforded by such coverage. In all policies of director and officer liability insurance, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company’s directors, if Indemnitee is a director; or of the Company’s officers, if Indemnitee is not a director of the Company but is an officer; or of the Company’s key employees, if Indemnitee is not an officer or director but is a key employee. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain such insurance if the Company determines in good faith that such insurance is not reasonably available, if the premium costs for such insurance are disproportionate to the amount of coverage provided, if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit, or if Indemnitee is covered by similar insurance maintained by a parent or subsidiary of the Company.

(b)

Tail Coverage. In the event of a Change of Control or the Company’s becoming insolvent (including being placed into receivership or entering the federal bankruptcy process and the like), the Company shall maintain in force any and all insurance policies then maintained by the Company in providing insurance (directors’ and officers’ liability, fiduciary, employment practices or otherwise) in respect of Indemnitee, for a period of six years thereafter.

Severability. Nothing in this Agreement is intended to require or shall be construed as requiring the Company to do or fail to do any act in violation of applicable law. The Company’s inability, pursuant to court order, to perform its obligations under this Agreement shall not constitute a breach of this Agreement. If this Agreement or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify Indemnitee to the full extent permitted by any applicable portion of this Agreement that shall not have been invalidated, and the balance of this Agreement not so invalidated shall be enforceable in accordance with its terms.

Exclusions. Any other provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant to the terms of this Agreement:

(a)

Claims Initiated by Indemnitee. To indemnify or advance Expenses to Indemnitee with respect to Proceedings initiated or brought voluntarily by Indemnitee and not by way of defense, except with respect to Proceedings brought to establish, enforce or interpret a right to indemnification under this Agreement or any other statute or law or otherwise as required under Section 145 of the Delaware General Corporation Law, but such indemnification or advancement of Expenses may be provided by the Company in specific cases if the Board of Directors finds it to be appropriate; provided, however, that the exclusion set forth in the first clause of this subsection shall not be deemed to apply to any investigation initiated or brought by Indemnitee to the extent reasonably necessary or advisable in support of Indemnitee’s defense of a Proceeding to which Indemnitee was, is or is threatened to be made, a party;

(b)

Lack of Good Faith. To indemnify Indemnitee for any Expenses incurred by Indemnitee with respect to any Proceeding instituted by Indemnitee to establish, enforce or interpret a right to indemnification under this Agreement or any other statute or law or otherwise as required under Section 145 of the Delaware General Corporation Law, if a court of competent jurisdiction determines that each of the material assertions made by Indemnitee in such proceeding was not made in good faith or was frivolous;

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(c)

Unlawful Payments. To indemnify Indemnitee for Expenses to the extent it is determined by a final court order or judgment by a court of competent jurisdiction, to which all rights of appeal have either lapsed or been exhausted, that such indemnification is unlawful;

(d)

Certain Conduct. To indemnify Indemnitee for Expenses on account of Indemnitee’s conduct that is established by a final court order or judgment by a court of competent jurisdiction, to which all rights of appeal have either lapsed or been exhausted, as knowingly fraudulent;

(e)

Insured Claims. To indemnify Indemnitee for Expenses to the extent such Expenses have been paid directly to Indemnitee by an insurance carrier under an insurance policy maintained by the Company; or

(f)

Certain Exchange Act Claims. To indemnify Indemnitee in connection with any claim made against Indemnitee for (i) an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act or any similar successor statute or any similar provisions of state statutory law or common law, or (ii) any reimbursement of the Company by Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of the Company, as required in each case under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) or Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, or the payment to the Company of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the Sarbanes-Oxley Act); provided, however, that to the fullest extent permitted by applicable law and to the extent Indemnitee is successful on the merits or otherwise with respect to any such Proceeding, the Expenses actually and reasonably incurred by Indemnitee in connection with any such Proceeding shall be deemed to be Expenses that are subject to indemnification hereunder.

Contribution Claims.

(a)

If the indemnification provided in Section 1 is unavailable in whole or in part and may not be paid to Indemnitee for any reason other than those set forth in Section 7, then in respect to any Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding), to the fullest extent permitted by applicable law, the Company, in lieu of indemnifying Indemnitee, shall pay, in the first instance, the entire amount incurred by Indemnitee, whether for Expenses, judgments, fines or amounts paid in settlement, in connection with any Proceeding without requiring Indemnitee to contribute to such payment, and the Company hereby waives and relinquishes any right of contribution it may have at any time against Indemnitee.

(b)

Without diminishing or impairing the obligations of the Company set forth in the preceding Section 8(a), if, for any reason, Indemnitee shall elect or be required to pay all or any portion of any Expenses, judgment or settlement in any Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding), the Company shall contribute to the amount of Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred and paid or payable by Indemnitee in proportion to the relative benefits received by the Company and all officers, directors or employees of the Company, other than Indemnitee, who are jointly liable with Indemnitee (or would be if joined in such Proceeding), on the one hand, and Indemnitee, on the other hand, from the transaction or events from which such Proceeding arose; provided, however, that the proportion determined on the basis of relative benefit may, to the extent necessary to conform to law, be further adjusted by reference to the relative fault of the Company and all officers, directors or employees of the Company other than Indemnitee who are jointly liable with Indemnitee (or would be if joined in such Proceeding), on the one hand, and Indemnitee, on the other hand, in connection with the transaction or events that resulted in such Expenses, judgments, fines or settlement amounts, as well as any other equitable considerations which applicable law may require to be considered. The relative fault of the Company and all officers, directors or employees of the Company, other than Indemnitee, who are jointly liable with Indemnitee (or would be if joined in such Proceeding), on the one hand, and Indemnitee, on the other hand, shall be determined by reference to, among other things, the degree to which their actions were motivated by intent to gain personal profit or advantage, the degree to which their liability is primary or secondary and the degree to which their conduct is active or passive.

(c)

With respect to a Proceeding brought against directors, officers, employees or agents of the Company (other than Indemnitee), to the fullest extent permitted by applicable law, the Company shall indemnify Indemnitee from any claims for contribution that may be brought by any such directors, officers, employees or agents of

-6-

the Company (other than Indemnitee) who may be jointly liable with Indemnitee, to the same extent Indemnitee would have been entitled to such indemnification under this Agreement if such Proceeding had been brought against Indemnitee.

No Imputation. The knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Company or the Company itself shall not be imputed to Indemnitee for purposes of determining any rights under this Agreement.

10.

Determination of Good Faith. For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Enterprise, including financial statements, or on information supplied to Indemnitee by the officers of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise or the Board of Directors of the Enterprise or any counsel selected by any committee of the Board of Directors of the Enterprise or on information or records given or reports made to the Enterprise by an independent certified public accountant or by an appraiser, investment banker, compensation consultant, or other expert selected with reasonable care by the Enterprise or the Board of Directors of the Enterprise or any committee thereof. The provisions of this Section 10 shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct. Whether or not the foregoing provisions of this Section are satisfied, it shall in any event be presumed that Indemnitee has at all times acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company.

11.

Defined Terms and Phrases. For purposes of this Agreement, the following terms shall have the following meanings:

(a)

“Beneficial Owner” and “Beneficial Ownership” shall have the meanings set forth in Rule 13d-3 promulgated under the Exchange Act as in effect on the date hereof.

(b)

“Change of Control” shall be deemed to occur upon the earliest of any of the following events:

(i)

Acquisition of Securities by Third Party. Any Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing 15% or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors and such acquisition would not constitute a Change of Control under part (iii) of this definition.

(ii)

Change in Board of Directors. Individuals who, as of the date of this Agreement, constitute the Company’s Board of Directors (the “Board”), and any new director whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who were directors on the date of this Agreement (collectively, the “Continuing Directors”), cease for any reason to constitute at least a majority of the members of the Board.

(iii)

Corporate Transaction. The effective date of a reorganization, merger, or consolidation of the Company (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than 51% of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors and with the power to elect at least a majority of the Board or other governing body of the surviving entity; (2) no Person (excluding any corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of 15% or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of such corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a

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majority of the Board of Directors of the corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination.

(iv)

Liquidation. The approval by the Company’s stockholders of a complete liquidation of the Company or an agreement or series of agreements for the sale or disposition by the Company of all or substantially all of the Company’s assets, other than factoring the Company’s current receivables or escrows due (or, if such approval is not required, the decision by the Board to proceed with such a liquidation, sale or disposition in one transaction or a series of related transactions).

(v)

Other Events. There occurs any other event of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or a response to any similar item or any similar schedule or form) promulgated under the Exchange Act whether or not the Company is then subject to such reporting requirement.

(c)

“Company” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that if Indemnitee is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, trustee, general partner, managing member, fiduciary, employee or agent of any other enterprise, Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect to such constituent corporation if its separate existence had continued.

(d)

“Enterprise” means the Company and any other enterprise that Indemnitee was or is serving at the request of the Company as a director, officer, partner (general, limited or otherwise), member (managing or otherwise), trustee, fiduciary, employee or agent.

(e)

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

(f)

“Expenses” shall include all direct and indirect costs, fees and expenses of any type or nature whatsoever reasonably incurred by Indemnitee, including all attorneys’ fees and costs, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, fees of private investigators and professional advisors, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, any federal, state, local or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payment under this Agreement (including taxes that may be imposed upon the actual or deemed receipt of payments under this Agreement with respect to the imposition of federal, state, local or foreign taxes), fax transmission charges, secretarial services and all other disbursements, obligations or expenses in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, settlement or appeal of, or otherwise participating in a Proceeding. Expenses also shall include any of the forgoing expenses reasonably incurred in connection with any appeal resulting from any Proceeding, including the principal, premium, security for, and other costs relating to any costs bond, supersedes bond, or other appeal bond or its equivalent. Expenses also shall include any interest, assessment or other charges imposed thereon and costs reasonably incurred in preparing statements in support of payment requests hereunder. Expenses, however, shall not include amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.

(g)

“Independent Counsel” means an attorney or firm of attorneys, selected in accordance with the provisions of Section 2(c)(iii), who will not have otherwise performed services for the Company or Indemnitee within the last three years (other than with respect to matters concerning the rights of Indemnitee under this Agreement, or of other indemnitees under similar indemnity agreements).

(h)

“Person” shall have the meaning as set forth in Section 13(d) and 14(d) of the Exchange Act as in effect on the date hereof; provided, however, that “Person” shall exclude: (i) the Company; (ii) any direct or indirect majority owned subsidiaries of the Company; (iii) any employee benefit plan of the Company or any direct or indirect majority owned subsidiaries of the Company or of any corporation owned, directly or indirectly, by the Company’s stockholders in substantially the same proportions as their ownership of stock of the Company (an “Employee Benefit Plan”); and (iv) any trustee or other fiduciary holding securities under an Employee Benefit Plan.

-8-

(i)

“Proceeding” shall include any actual, threatened, pending or completed action, suit, arbitration, mediation, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought by a third party, a government agency, the Company or its Board of Directors or a committee thereof, whether in the right of the Company or otherwise and whether of a civil (including intentional or unintentional tort claims), criminal, administrative, legislative or investigative (formal or informal) nature, including any appeal therefrom, in which Indemnitee was, is, will or might be involved as a party, potential party, non-party witness or otherwise by reason of the fact that Indemnitee is or was a director, officer, employee or agent of the Company, by reason of any action (or failure to act) taken by Indemnitee or of any action (or failure to act) on Indemnitee’s part while acting as a director, officer, employee or agent of the Company, or by reason of the fact that Indemnitee is or was serving at the request of the Company as a director, officer, partner (general, limited or otherwise), member (managing or otherwise), trustee, fiduciary, employee or agent of any other enterprise, in each case whether or not serving in such capacity at the time any liability or expense is incurred for which indemnification, reimbursement or advancement of expenses can be provided under this Agreement.

(j)

In addition, references to “other enterprise” shall include another corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or any other enterprise; references to “fines” shall include any excise taxes assessed on Indemnitee with respect to an employee benefit plan; references to “serving at the request of the Company” shall include any service as a director, officer, employee or agent of the Company which imposes duties on, or involves services by Indemnitee with respect to an employee benefit plan, its participants, or beneficiaries; and if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan, Indemnitee shall be deemed to have acted in a manner “not opposed to the best interests of the Company” as referred to in this Agreement; references to “include” or “including” shall mean include or including, without limitation; and references to Sections, paragraphs or clauses are to Sections, paragraphs or clauses in this Agreement unless otherwise specified.

12.

Attorneys’ Fees. In the event that any Proceeding is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee in connection with such Proceeding, unless a court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such Proceeding were not made in good faith or were frivolous. In the event of a Proceeding instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee in connection with such Proceeding (including with respect to Indemnitee’s counterclaims and cross-claims made in such action), unless a court of competent jurisdiction determines that each of Indemnitee’s material defenses to such action were made in bad faith or were frivolous.

13.

Miscellaneous.

(a)

Governing Law. The validity, interpretation, construction and performance of this Agreement, and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the state of Delaware, without giving effect to principles of conflicts of law.

(b)

Entire Agreement; Binding Effect. Without limiting any of the rights of Indemnitee described in Section 3(b), this Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter herein and merges all prior discussions and supersedes any and all previous agreements between them covering the subject matter herein. The indemnification provided under this Agreement applies with respect to events occurring before or after the effective date of this Agreement, and shall continue to apply even after Indemnitee has ceased to serve the Company in any and all indemnified capacities.

(c)

Amendments and Waivers. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing signed by the parties to this Agreement. No delay or failure to require performance of any provision of this Agreement shall constitute a waiver of that provision as to that or any other instance.

(d)

Successors and Assigns. This Agreement shall be binding upon the Company and its successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or

-9-

substantially all of the business and/or assets of the Company) and assigns, and inure to the benefit of Indemnitee and Indemnitee’s heirs, executors, administrators, legal representatives and assigns. The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company, by written agreement in form and substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place.

(e)

Notices. Any notice, demand or request required or permitted to be given under this Agreement shall be in writing and shall be deemed sufficient when delivered personally or by overnight courier or sent by email, or 48 hours after being deposited in the U.S. mail as certified or registered mail with postage prepaid, addressed to the party to be notified at such party’s address as set forth on the signature page, as subsequently modified by written notice, or if no address is specified on the signature page, at the most recent address set forth in the Company’s books and records.

(f)

Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded from this Agreement, (ii) the balance of the Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of the Agreement shall be enforceable in accordance with its terms.

(g)

Construction. This Agreement is the result of negotiations between and has been reviewed by each of the parties hereto and their respective counsel, if any; accordingly, this Agreement shall be deemed to be the product of all of the parties hereto, and no ambiguity shall be construed in favor of or against any one of the parties hereto.

(h)

Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, and all of which together shall constitute one and the same agreement. Execution of a facsimile or scanned copy will have the same force and effect as execution of an original, and a facsimile or scanned signature will be deemed an original and valid signature.

(i)

No Employment Rights. Nothing contained in this Agreement is intended to create in Indemnitee any right to continued employment.

(j)

Company Position. The Company shall be precluded from asserting, in any Proceeding brought for purposes of establishing, enforcing or interpreting any right to indemnification under this Agreement, that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company is bound by all the provisions of this Agreement and is precluded from making any assertion to the contrary.

(k)

Subrogation. Subject to Section 3(d), in the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all documents required and shall do all acts that may be necessary to secure such rights and to enable the Company to effectively bring suit to enforce such rights.

[Signature Page Follows]

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The parties have executed this Indemnification Agreement as of the date first set forth above.

THE COMPANY:

GETAROUND, INC.

By: /s/ SPENCER JACKSON

Name: Spencer Jackson

Title: General Counsel & Secretary

Address:

55 Green Street

San Francisco, CA 94111

AGREED TO AND ACCEPTED:

INDEMNITEE:

EDUARDO INIGUEZ

/s/ EDUARDO INIGUEZ

(Signature)

SIGNATURE PAGE TO GETAROUND, INC. INDEMNIFICATION AGREEMENT

Getaround Announces Leadership Transition in Continued Drive for Global Growth and Profitability

Eduardo Iniguez, former Silvus Technologies’ CFO, appointed CEO

Jason Mudrick, Mudrick Capital’s Founder and CIO, appointed Chair of the Board

SAN FRANCISCO, Calif., Feb. 28, 2024--(BUSINESS WIRE) – Getaround (NYSE: GETR) (“Getaround'' or the “Company”), the world’s first connected carsharing marketplace, today announced that its Board of Directors has appointed former Silvus Technologies CFO and former Getaround SVP of Finance, Risk & Strategy Eduardo Iniguez as CEO, effective immediately. Iniguez also joined the Getaround Board of Directors. In connection with this change, Jason Mudrick, Founder and Chief Investment Officer of Mudrick Capital, which led Getaround’s January 2024 financing, was appointed Chairperson of the Board. Getaround’s outgoing CEO, Sam Zaid, will continue to serve as a member of the board of directors.

Iniguez joins Getaround at a pivotal time, as the Company focuses on right-sizing the business and streamlining operations in a push to create greater value for its shareholders, employees, and customers. Iniguez is an accomplished executive in the technology and aerospace sectors and brings more than fifteen years of experience in strategic finance and corporate leadership to fund and scale emerging companies.

Prior to his role as CFO at Silvus Technologies, Iniguez served as SVP of Finance, Risk & Strategy for Getaround. Prior to Getaround, Iniguez was CEO and CFO of HyreCar, Inc. and successfully managed the sale of its assets to Getaround in May 2023. Previous to that, he was the VP of Corporate Finance & Accounting for AllClear, a private-equity backed aerospace company where he was responsible for 11 business unit P&Ls globally.

“I am thrilled to return to Getaround to help accelerate the Company’s growth and path to profitability while reaching its incredible potential,” said Iniguez. “I am committed to our car owners and renters to be the carsharing platform of choice while we pave the way for long-term, sustainable growth. I look forward to rolling up my sleeves with the team to focus on execution and delivering results.”

“We are pleased to welcome Eduardo back to lead Getaround into its next phase of growth,” said Mudrick. “His track record of transformational leadership and passion for the carsharing space make him uniquely situated to take the helm as the Company focuses on revenue growth and a path to profitability. I also want to thank Sam Zaid for his leadership and commitment to Getaround’s mission and people since the Company’s inception.”

Founder, board member, and outgoing CEO, Sam Zaid, expressed his excitement about the transition, stating, "As I step back from my day-to-day involvement, I am confident Eduardo will steer Getaround towards profitability and unlock continued success as an innovative, category-defining company in digital carsharing."

About Getaround

Offering a 100% digital experience, Getaround (NYSE: GETR) makes sharing cars and trucks simple through its proprietary cloud and in-car Connect® technology. The company empowers consumers to shift away from car ownership through instant and convenient access to desirable, affordable, and safe cars from entrepreneurial hosts. Getaround’s on-demand technology enables a contactless experience —

no waiting in line at a car rental facility, manually completing paperwork or meeting anyone to collect or drop off car keys. Getaround’s mission is to utilize its peer-to-peer marketplace to help solve some of the most pressing challenges facing the world today, including environmental sustainability and access to economic opportunity. Launched in 2011, Getaround is available today in more than 1,000 cities across the United States and Europe. For more information, please visit https://www.getaround.com/.

Forward-Looking Statements

Certain statements in this press release may constitute “forward-looking statements” within the meaning of the federal securities laws. Forward-looking statements generally relate to future events, such as statements by Getaround’s chief executive officer and Jason Mudrick, statements regarding the Company’s expected performance, its “path to profitability”, and “sustainable growth”. In some cases, you can identify forward-looking statements by terminology such as “intends,” “plans,” and “will,” or the negative of these terms or variations of them or similar terminology. We have based these forward-looking statements on our current expectations and assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions and expected future developments, as well as other factors we believe are appropriate under the circumstances. However, whether actual results and developments will conform with our expectations and predictions is subject to a number of risks and uncertainties, many of which are beyond our control, including the Company’s ability to continue to comply with applicable listing standards of the NYSE; and the other factors under the heading “Risk Factors” in our Annual Report on Form 10-K filed with the SEC on November 16, 2023, and in other filings that the Company has made and may make with the SEC in the future. All of the forward-looking statements made in this press release are qualified by these cautionary statements. The actual results or developments anticipated may not be realized or, even if substantially realized, they may not have the expected consequences to or effects on the Company or our business or operations. Such statements are not intended to be a guarantee of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. You should not place undue reliance on these forward-looking statements, which are made only as of the date hereof. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Investors:

investors@getaround.com

Media:

press@getaround.com

Document And Entity Information	Feb. 26, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 26, 2024
Entity Registrant Name	Getaround, Inc.
Entity Central Index Key	0001839608
Entity Emerging Growth Company	true
Entity File Number	001-40152
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-3122877
Entity Address, Address Line One	55 Green Street
Entity Address, City or Town	San Francisco
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94111
City Area Code	415
Local Phone Number	295-5725
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Ex Transition Period	false
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	GETR
Security Exchange Name	NYSE

Grafico Azioni Getaround (NYSE:GETR)
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Da Ott 2024 a Nov 2024

Grafico Azioni Getaround (NYSE:GETR)
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Da Nov 2023 a Nov 2024

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