Forbearance Agreement with Mudrick dated September 5, 2024

Exhibit 10.4

September 5, 2024

U.S. Bank Trust Company, National Association,

as Trustee and Collateral Agent under the Indenture referred to below

Global Corporate Trust Services

60 Livingston Avenue

St. Paul, MN 55107

Attn: Account Administration (Getaround Notes)

Getaround, Inc.

P.O. Box 24173
Oakland
CA 946231

Attn: Chief Financial Officer

with a copy to:

***@***

Orrick, Herrington & Sutcliffe LLP

The Orrick Building

405 Howard Street

San Francisco, CA 94105

Attn: Brett Cooper

Re: Fundamental Change Forbearance

Ladies and Gentlemen:

Reference is made to the Indenture, dated as of December 8, 2022 (as supplemented by the First Supplemental Indenture, dated September 8, 2023, and the Second Supplemental Indenture, dated August 19, 2024, the “Indenture”), by and among Getaround, Inc. (the “Company”) and U.S. Bank Trust Company, National Association, as trustee (in such capacity, the “Trustee”) and collateral agent (in such capacity, the “Collateral Agent”), pursuant to which the Company issued the 8.00% / 9.50% Convertible Senior Secured PIK Toggle Notes due 2027 (the “Notes”). Capitalized terms used but not defined herein shall have the meanings provided in the Indenture.

The undersigned hereby represents and warrants that it is the beneficial or record owner of, or has sole investment or voting discretion with respect to, the aggregate principal amount of Notes set forth opposite each Person’s name on Annex A hereto (such Person, a “Holder”, and collectively, the “Holders”), and has the power and authority to bind the beneficial owner(s) of such Notes including without limitation to act on behalf of,

vote, direct the Trustee and the Collateral Agent as to, consent to matters concerning and waive any provision of, the Indenture and the Notes.

The undersigned hereby represents and warrants that the Holders collectively beneficially own all of the aggregate principal amount of the outstanding Notes, and has provided to the Trustee position statements from brokers or custodians of the Holders evidencing such beneficial ownership of the Notes.

The undersigned understands that:

Accordingly, upon the terms set forth herein:

The Forbearance shall commence on the date hereof and continue until the date on which any Event of Termination (as defined below) shall have occurred (the “Termination Date” and the period commencing on the date hereof and ending on the Termination Date, the “Forbearance Period”). From and after the Termination Date, the Forbearance shall immediately and automatically terminate and have no further force or effect, and each of the Holders shall be released from any and all obligations and agreements under this letter and shall be entitled to exercise any of the Rights and Remedies as if the forbearance under this letter had never existed, and all of the Rights and Remedies under the Indenture and in law and in equity shall be available without restriction or modification.

The Forbearance Period shall automatically terminate if any of the following events shall occur (each, an “Event of Termination”):

The Forbearance is limited in nature and nothing contained herein is intended, or shall be deemed or construed (i) to impair the ability of the Holders or the Trustee to exercise any of the Rights and Remedies during the Forbearance Period for Defaults or Events of Default other than the Fundamental Change Event of Default, (ii) to constitute a waiver of the Fundamental Change Event of Default or any future Defaults or Events of Default or compliance with any term or provision of the Indenture or applicable law, other than as expressly set forth in this letter or (iii) to establish a custom or course of dealing between the Company, on the one hand, and any Holder, on the other hand.

The Holders have not waived, released or compromised, and do not hereby waive, release or compromise, any events, occurrences, acts, or omissions that may constitute or give rise to any Defaults or Events of Default, including, without limitation, the Fundamental Change Events of Default, that existed or may have existed, or may presently exist, or may arise in the future, nor does any Holder waive any Rights and Remedies.

The execution and delivery of this letter shall not, except as otherwise set forth herein (i) constitute an extension, modification, or waiver of any aspect of the Indenture or the Notes; (ii) extend the maturity of the Notes or the due date of any payment of any amount(s) due thereunder or payable in connection therewith; (iii) give rise to any obligation on the part of the Holders to extend, modify or waive any term or condition of the Notes; (iv) establish any course of dealing with respect to the Notes; or (v) give rise to any defenses or counterclaims to the right of the Holders to compel payment of the Notes or any amounts(s) due thereunder or payable in connection therewith or otherwise enforce their rights and remedies set forth in the Indenture.

Each Holder, severally on a pro rata basis based on the Holders’ pro rata share, hereby agrees to (i) indemnify and hold harmless the Trustee, the Collateral Agent and their affiliates, and their respective past, present and future directors, officers, shareholders, partners, members, employees, agents, representatives, advisors, subcontractors and controlling persons (collectively, the “Indemnified Parties”), from and against any and all losses, claims, damages or liabilities (or actions in respect thereof) (collectively, the “Losses”), arising out of or related to the actions taken pursuant to and implementing the

directions in this letter including but not limited to the execution of the Second Supplemental Indenture and (ii) reimburse each Indemnified Party for all fees and expenses (including, without limitation, the fees and expenses of counsel) as they are reasonably incurred in connection with or arising out of or related to this letter and the directions hereunder, provided that Holders shall not be liable under this provision to the extent that a court of competent jurisdiction shall have determined that such Losses resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Indemnified Party through its gross negligence or willful misconduct. For purposes hereunder, the term “pro rata share” means a fraction, the numerator of which shall be the principal balance of such Holder’s aggregate holdings of the Notes as of the date hereof as set forth in Annex A hereto; and the denominator of which shall be the total principal balance of all directing Holders’ aggregate holdings of the Notes as of such date. The foregoing indemnity is in all events secondary to any funds actually held by the Trustee or the Collateral Agent on account of principal or interest owed to the Holders that are available to pay or satisfy the Losses, and the Holders ratify the Trustee and/or the Collateral Agent’s authority to set off such amounts on account of such Losses without the consent of any party.

Promptly upon receipt by an Indemnified Party of notice of any demand, claim, or commencement or threatened commencement of any action, suit, proceeding, or investigation which might constitute a Loss for which indemnity is given hereunder, the Trustee and the Collateral Agent, as applicable, shall notify the Holders, via overnight courier, e-mail, facsimile or equivalent service addressed to the Holders at the address listed in the signature page hereto and shall provide to such Holders copies of all documents received by the Trustee and the Collateral Agent in connection therewith. Upon such notice, in addition to the Indemnified Party’s right to defend itself, the Holders may defend against the asserted Losses by counsel who is reasonably acceptable to the affected Indemnified Party, subject to such Indemnified Party’s right to counsel in the event of an actual or perceived conflict of interest, as determined by the Indemnified Party in its sole discretion.

Nothing herein shall in any way affect, limit, or impair the rights of the Trustee or the Collateral Agent under the Indenture, the Notes or any Security Document, or any other documents or agreements related thereto. If the indemnity set forth herein shall, in the reasonable opinion of the Trustee or the Collateral Agent, become insufficient or impaired, the Trustee and the Collateral Agent shall have the right to request additional indemnities or to cease (or not commence) to do the acts indemnified against until such insufficiency or impairment is cured.

Each Holder hereby represents and warrants that (x) this letter has been duly authorized, executed and delivered and constitutes its legal, valid and binding obligations enforceable in accordance with their terms, except as such enforceability may be limited by (i) bankruptcy, insolvency or other similar laws affecting creditors’ rights generally and (ii) general principles of equity; and (y) it has independently reviewed this letter and not relied on any information from the Trustee or the Collateral Agent.

This letter shall be governed by, and construed in accordance with, the internal laws of the State of New York, without giving effect to the conflict of laws principles thereof that would require application of the laws of another jurisdiction.

No alteration, amendment or modification of this letter shall be effective or binding upon any party unless in writing and duly executed by the Holders constituting the entire aggregate principal amount of the outstanding Notes. This letter (including the indemnity set forth herein) and any direction made pursuant hereto shall be binding upon any successor or assign of the Holders.

This letter may be executed by each Holder in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single instrument.

[Signature pages follow.]

IN WITNESS WHEREOF, the undersigned has caused this letter to be executed and delivered as of the date first above written.

Acknowledged and Agreed

Annex A