Getaround(US:GETR)2024-11-14 22:50Promissory Note Details - Getaround, Inc. has issued a promissory note with a principal amount of $97,842,573.57, which is due on November 12, 2024[1]. - The repayment amount on the note is set at 108.000% of the principal, including all capitalized amounts and accrued interest[1]. - The maturity date for the obligations under the note is August 7, 2026[17]. - The note is secured by collateral as defined in the security documents, which includes all assets of the borrower[7]. - The note has not been registered under the Securities Act of 1933, indicating it may not be offered or sold unless registered or exempt[1]. - The outstanding principal amount under the Note will accrue interest at a rate of 15.00% per annum starting from November 11, 2024[31]. - Accrued interest will be capitalized and added to the principal balance on the 15th of each month, starting August 15, 2024[32]. - In the event of default, the unpaid principal and any owed interest will bear a default interest rate of 17.00% per annum[33]. - The Borrower may prepay the Repayment Amount at any time, with certain conditions regarding net proceeds from asset sales[38]. Borrower Obligations - The borrower is subject to the terms of the Convertible Notes Indenture, which governs its 8.00% / 9.50% Convertible Senior Secured PIK Toggle Notes due 2027[9]. - The borrower must comply with various definitions and obligations as outlined in the note documents, including the Guarantee Agreement dated September 8, 2023[11]. - The borrower is required to maintain certain financial conditions, including a minimum Tier 1 capital of $1,000,000,000 for the banks involved[5]. - The Borrower is required to guarantee obligations under the Note through its subsidiaries, ensuring compliance with the Guarantee Agreement[39]. - The Borrower must execute and deliver Security Documents to create effective junior priority liens within 30 days of the Note date[47]. - The Borrower is prohibited from selling or assigning its rights under the Note without the Holder's consent[54]. - The Borrower waives presentment and notice requirements related to the enforcement of the Note[56]. - The Borrower must comply with all obligations under the Note and related documents to avoid events of default[51]. - The Borrower and each Guarantor reaffirm their payment obligations under the Note and related documents[69]. Legal Provisions - The Note is governed by the laws of the State of New York, with any legal actions to be brought in New York County or the Southern District of New York[58]. - Each party irrevocably waives the right to a jury trial in any legal proceeding related to the Note[59]. - The records of the Holder serve as prima facie evidence of amounts owed under the Note, including adjustments to the principal amount[62]. - No term of the Note may be waived or amended except in writing signed by both the Borrower and the Holder[63]. - The Note embodies the entire agreement between the parties and supersedes all prior conflicting agreements[70]. - Notices under the Note must be in writing and can be delivered via personal delivery, electronic mail, overnight courier, or certified mail[65]. - The parties consent to service of process in accordance with the specified notice provisions[58]. Collateral and Security - The note includes provisions for events of default and the associated default rate[10]. - Liens in favor of the Holder must remain valid for collateral valued over $5,000,000, or a default will occur[51]. - The note is part of a broader financing strategy that may include additional subscription agreements and security agreements[25]. - The Note includes provisions to conform to applicable usury laws, ensuring interest does not exceed legal limits[68]. - The Borrower is located at P.O. Box 24173, Oakland, California, while the Holder is at 527 Madison Avenue, New York, NY[73].