| Item 1.01 | Entry into a Material Definitive Agreement. |
Fourth Amended and Restated Cooperation Agreement
On December 23, 2022, Avis Budget Group, Inc. (the “Company”)
entered into a Fourth Amended and Restated Cooperation Agreement (the “Fourth A&R Cooperation Agreement”) with SRS Investment
Management, LLC and certain of its affiliates (collectively, “SRS”), regarding the membership and composition of the Company’s
board of directors (the “Board”) and related matters, following approval thereof by the directors not designated by SRS. The
Fourth A&R Cooperation Agreement amends and restates the Third Amended and Restated Cooperation Agreement by and between the Company
and SRS dated as of February 23, 2020, as previously amended (the “Prior Agreement”).
Pursuant to the Fourth A&R Cooperation Agreement, SRS has agreed
to continue abiding by certain standstill provisions during a standstill period ending on the earlier of (i) December 31, 2024, (ii) the
date on which SRS’s Beneficial Ownership (as such term is defined in the Fourth A&R Cooperation Agreement) falls below the greater
of (x) 1,973,485 and (y) 5% of the Company’s issued and outstanding Voting Securities (as such term is defined in the Fourth A&R
Cooperation Agreement) publicly disclosed as of such date and (iii) the date that is 60 days prior to the last date for which notice of
a stockholder’s intention to nominate any individual as a director of the Company at the Company’s 2025 annual meeting of
stockholders must be received by the Company (the “Standstill Period”). During the Standstill Period, SRS has agreed not to
(among other things) acquire Beneficial Ownership of more than the greater of (x) 18,500,000 and (y) 44.5% of the Company’s outstanding
Voting Securities.
Pursuant to the Fourth A&R Cooperation Agreement, during the
Standstill Period, SRS is entitled to continue to designate two persons to serve as members of the Board, and has the additional right
to name a third designee (each, an “Applicable Director”). The Fourth A&R Cooperation Agreement provides that should SRS
exercise its right to designate a third person to serve as a member of the Board, the Company shall (i) take such action as is required
to expand the size of the Board to seven directors, and (ii) have the right, but not the obligation, to further expand the size of the
Board to eight directors, which eighth director shall be designated by a majority of the directors of the Board not designated by SRS.
The Company has agreed to include SRS’ director designees in the Company’s slate of nominees for election to the Board, and
to recommend that the Company’s stockholders vote in favor of the election of such nominees, at each meeting of the Company’s
stockholders occurring during the Standstill Period at which directors are to be elected.
Consistent with the Prior Agreement, under the terms of the Fourth
A&R Cooperation Agreement, the size of each of the Corporate Governance Committee and the Compensation Committee will be set at no
fewer than two and no more than three members, all of whom must qualify as “independent” of the Company pursuant to the applicable
stock exchange listing requirements (unless otherwise permitted by such stock exchange requirements). The Fourth A&R Cooperation Agreement
also provides that during the Standstill Period, (i) SRS will be entitled to appoint one Applicable Director to each of the Corporate
Governance Committee and the Compensation Committee of the Board, (ii) the Applicable Director appointed by SRS to the Compensation Committee
will serve as the Chair of such committee, and (iii) SRS will be entitled to designate an Applicable Director to serve as the Vice Chairman
of the Board.
During the Standstill Period, SRS has agreed to vote its Voting
Securities in favor of the Company’s nominees and other proposals at any meeting of the Company’s stockholders occurring during
the Standstill Period, subject to certain limited exceptions. In addition, in the event that SRS obtains (as a result of buybacks or repurchases
by or on behalf of the Company, purchases by SRS, or otherwise) the right to exercise voting rights attached to Voting Securities in excess
of 35% of the outstanding Voting Securities, SRS has committed to exercise such voting rights in the same proportion in which all other
Voting Securities are voted.
Additionally, pursuant to the Fourth A&R Cooperation Agreement,
for so long as SRS beneficially owns 5% or more of the outstanding Voting Securities or has one or more designees serving on the Board,
then (i) SRS shall not directly or indirectly participate in certain transactions involving the Company or any of its subsidiaries or
any of their respective securities (each, an “Extraordinary Transaction”) unless the terms of such Extraordinary Transaction
provide for the same type and amount of per share consideration received by SRS and the other shareholders of the Company, and (ii) any
Extraordinary Transaction between the Company or its subsidiaries and SRS shall be negotiated with and approved by a special committee
of the Board comprised solely of directors not designated by SRS.
The foregoing summary of the Fourth A&R Cooperation Agreement
does not purport to be complete and is qualified in its entirety by reference to the full text of the Fourth A&R Cooperation Agreement,
a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.