Standard Contracts
Broker-Dealer AgreementBroker-Dealer Agreement • May 13th, 2021 • Miso Robotics, Inc. • General industrial machinery & equipment, nec
This agreement (together with exhibits and schedules, the “Agreement”) is entered into by and between Miso Robotics, Inc. (“Client”), a Delaware Corporation, and Dalmore Group, LLC., a New York Limited Liability Company (“Dalmore”). Client and Dalmore agree to be bound by the terms of this Agreement, effective as of April 25, 2021 (the “Effective Date”):
Broker-Dealer AgreementBroker-Dealer Agreement • October 5th, 2022 • Miso Robotics, Inc. • General industrial machinery & equipment, nec
This agreement (together with exhibits and schedules, the “Agreement”) is entered into by and between Miso Robotics, Inc. (“Client”), a Delaware Corporation, and Dalmore Group, LLC., a New York Limited Liability Company (“Dalmore”). Client and Dalmore agree to be bound by the terms of this Agreement, effective as of July 22, 2022 (the “Effective Date”):
SUBSCRIPTION AGREEMENTSubscription Agreement • February 16th, 2024 • Miso Robotics, Inc. • General industrial machinery & equipment, nec • Delaware
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES, AND NO PUBLIC MARKET IS EXPECTED TO DEVELOP FOLLOWING THIS OFFERING.
ESCROW AGREEMENT FOR SECURITIES OFFERINGEscrow Agreement • February 26th, 2020 • Miso Robotics, Inc. • General industrial machinery & equipment, nec • Delaware
THIS ESCROW AGREEMENT, dated as of (“Escrow Agreement”), is by and between SI Securities, LLC (“SI Securities”), , a (“Issuer”), and The Bryn Mawr Trust Company of Delaware (“BMTC DE”), a Delaware entity, as Escrow Agent hereunder (“Escrow Agent”). Capitalized terms used herein, but not otherwise defined, shall have the meaning set forth in that certain Issuer Agreement by and between Issuer and SI Securities executed prior hereto (the “Issuer Agreement”).
SUBSCRIPTION AGREEMENTSubscription Agreement • January 13th, 2021 • Miso Robotics, Inc. • General industrial machinery & equipment, nec • Delaware
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES, AND NO PUBLIC MARKET IS EXPECTED TO DEVELOP FOLLOWING THIS OFFERING.
SI Securities, LLCOffering Agreement • February 6th, 2020 • Miso Robotics, Inc. • General industrial machinery & equipment, nec
SUBSCRIPTION AGREEMENT MISO ROBOTICS, INC.Subscription Agreement • September 27th, 2022 • Miso Robotics, Inc. • General industrial machinery & equipment, nec • Delaware
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES, AND NO PUBLIC MARKET IS EXPECTED TO DEVELOP FOLLOWING THIS OFFERING.
ContractSenior Secured Promissory Note • January 26th, 2022 • Miso Robotics, Inc. • General industrial machinery & equipment, nec • New York
THIS NOTE AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS IN ACCORDANCE WITH APPLICABLE REGISTRATION REQUIREMENTS OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE, TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
ContractSenior Secured Promissory Note • March 10th, 2020 • Miso Robotics, Inc. • General industrial machinery & equipment, nec • New York
THIS NOTE AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS IN ACCORDANCE WITH APPLICABLE REGISTRATION REQUIREMENTS OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE, TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
MISO ROBOTICS, INC. WARRANT TO PURCHASE SHARES OF COMMON STOCK Dated as of [_] 2019 Void after the date specified in Section 8Warrant Agreement • February 26th, 2020 • Miso Robotics, Inc. • General industrial machinery & equipment, nec • Delaware
THIS CERTIFIES THAT, for value received, [____], or its registered assigns (the “Holder”), is entitled, subject to the provisions and upon the terms and conditions set forth herein, to purchase from Miso Robotics, Inc., a Delaware corporation (the “Company”), Shares (as defined below), in the amounts, at such times and at the price per share set forth in Section 1. The term “Warrant” as used herein shall include this Warrant and any warrants delivered in substitution or exchange therefor as provided herein. This Warrant is issued in connection with the transactions described in the Note and Warrant Purchase Agreement, dated as of September 30th, 2019, by and among the Company and the Investors described therein (the “Purchase Agreement”). This Warrant is one of the “Warrants” issued pursuant to the Purchase Agreement. Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the Purchase Agreement and/or the form of secured promissory note attached
MISO ROBOTICS, INC. NOTE AND WARRANT PURCHASE AGREEMENTNote and Warrant Purchase Agreement • January 26th, 2022 • Miso Robotics, Inc. • General industrial machinery & equipment, nec • Delaware
This NOTE AND WARRANT PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of September __, 2019 (the “Effective Date”), by and among Miso Robitics, Inc., a Delaware corporation (the “Company”), with offices at 541 East Green Street, Pasadena, CA 91101and the persons and entities listed on the schedule of investors attached hereto as Schedule I (each, an “Investor” and collectively, the “Investors”).
Promotion, Pricing and Guarantee AgreementPromotion, Pricing and Guarantee Agreement • March 20th, 2020 • Miso Robotics, Inc. • General industrial machinery & equipment, nec • California
This Promotion, Pricing and Guarantee Agreement (this “Agreement”) is between CaliBurger Franchisor USA, Inc. (“Franchisor”) and Miso Robotics, Inc. (“Miso”). Franchisor and Miso may be referred to individually as a “Party” or jointly as the “Parties”.
ContractWarrant Agreement • August 15th, 2023 • Miso Robotics, Inc. • General industrial machinery & equipment, nec • Delaware
THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS IN ACCORDANCE WITH APPLICABLE REGISTRATION REQUIREMENTS OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE, TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THIS WARRANT MUST BE SURRENDERED TO THE COMPANY OR ITS TRANSFER AGENT AS A CONDITION PRECEDENT TO THE SALE, TRANSFER, PLEDGE OR HYPOTHECATION OF ANY INTEREST IN ANY OF THE SECURITIES REPRESENTED HEREBY.
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 15th, 2023 • Miso Robotics, Inc. • General industrial machinery & equipment, nec • Delaware
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made as of the 10th day of March 2023, by and among Miso Robotics, Inc., a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor”.
MISO ROBOTICS, INC. WARRANT TO PURCHASE SHARES OF COMMON STOCK Dated as of [_], 2019 Void after the date specified in Section 8Warrant Agreement • January 26th, 2022 • Miso Robotics, Inc. • General industrial machinery & equipment, nec • Delaware
THIS CERTIFIES THAT, for value received, Frank E. Walsh, III, or its registered assigns (the “Holder”), is entitled, subject to the provisions and upon the terms and conditions set forth herein, to purchase from Miso Robotics, Inc., a Delaware corporation (the “Company”), Shares (as defined below), in the amounts, at such times and at the price per share set forth in Section 1. The term “Warrant” as used herein shall include this Warrant and any warrants delivered in substitution or exchange therefor as provided herein. This Warrant is issued in connection with the transactions described in the Note and Warrant Purchase Agreement, dated as of September 30th, 2019, by and among the Company and the Investors described therein (the “Purchase Agreement”). This Warrant is one of the “Warrants” issued pursuant to the Purchase Agreement. Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the Purchase Agreement and/or the form of secured promissory
AMENDED AND RESTATED STOCKHOLDERS AGREEMENTStockholders Agreement • August 15th, 2023 • Miso Robotics, Inc. • General industrial machinery & equipment, nec • Delaware
THIS AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (this “Agreement”), is made and entered into as of this 7th day of March, 2023, by and among Miso Robotics, Inc., a Delaware corporation (the “Company”), and each holder of Common Stock (as defined below) of the Company which was converted from shares of the Company’s previously issued Series A Preferred Stock, $0.0001 par value per share (“Legacy Series A Preferred Stockholder”), and Series B Preferred Stock, $0.0001 par value per share (“Legacy Series B Preferred Stockholder,” and referred to herein collectively with the Series A Preferred Stockholders as the “Legacy Preferred Stockholders”, and such previously issued Series A Preferred Stock and Series B Preferred Stock, “Legacy Preferred Stock”)), pursuant to the conversion which took place on December 27, 2022 (the “Conversion Date”), listed on Schedule A, each holder of the Company’s Series A-1 Preferred Stock (such holder, a “Series A-1 Preferred Stockholder,” and such stock “Seri
ContractWarrant Agreement • August 15th, 2023 • Miso Robotics, Inc. • General industrial machinery & equipment, nec • Delaware
THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS IN ACCORDANCE WITH APPLICABLE REGISTRATION REQUIREMENTS OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE, TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THIS WARRANT MUST BE SURRENDERED TO THE COMPANY OR ITS TRANSFER AGENT AS A CONDITION PRECEDENT TO THE SALE, TRANSFER, PLEDGE OR HYPOTHECATION OF ANY INTEREST IN ANY OF THE SECURITIES REPRESENTED HEREBY.
SI SECURITIES, LLC AMENDMENT TO ISSUER AGREEMENTIssuer Agreement • March 10th, 2020 • Miso Robotics, Inc. • General industrial machinery & equipment, nec • New York
THIS AMENDMENT LETTER (the “Letter”) is entered into as of ________, 2020 (the “Effective Date”) by and among Miso Robotics, Inc. (the “Company”) and SI Securities, LLC (“SI Securities”, and together with Company, the “Parties”).
SI SECURITIES, LLC AMENDMENT TO ISSUER AGREEMENTIssuer Agreement • March 20th, 2020 • Miso Robotics, Inc. • General industrial machinery & equipment, nec • New York
THIS AMENDMENT LETTER (the “Letter”) is entered into as of ________, 2020 (the “Effective Date”) by and among Miso Robotics, Inc. (the “Company”) and SI Securities, LLC (“SI Securities”, and together with Company, the “Parties”).
LEASE SCHEDULE NO. 003Lease Schedule • December 15th, 2023 • Miso Robotics, Inc. • General industrial machinery & equipment, nec
This Lease Schedule is issued pursuant to the Lease Agreement Number MR072222 dated July 22, 2022. The terms of the Lease Agreement and the terms and conditions of the Certificate(s) of Acceptance executed pursuant to Lease Schedule 003, including Installation Dates and descriptions and serial numbers of Equipment contained therein, are a part hereof and are incorporated by reference herein. Terms not specifically defined herein shall have the meanings ascribed to them in the Lease Agreement.
MASTER SERVICES AGREEMENTMaster Services Agreement • September 27th, 2024 • Miso Robotics, Inc. • General industrial machinery & equipment, nec • California
THIS MASTER SERVICES AGREEMENT ("Agreement") between Miso Robotics, Inc., a Delaware corporation with its principal place of business located at 680 E Colorado Ave. Ste 330, Pasadena, CA 91101 ("Company"), and [Insert Client Name, structure, and address](“Client”), shall be effective as of _________________, 202_ (the "Effective Date"), and shall terminate in accordance with the terms hereof. Company and Client are sometimes referred to herein individually as a “Party” or collectively as the “Parties.”
SUBSCRIPTION AGREEMENTSubscription Agreement • March 22nd, 2024 • Miso Robotics, Inc. • General industrial machinery & equipment, nec • Delaware
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES, AND NO PUBLIC MARKET IS EXPECTED TO DEVELOP FOLLOWING THIS OFFERING.
MASTER SERVICE AGREEMENTMaster Service Agreement • October 12th, 2022 • Miso Robotics, Inc. • General industrial machinery & equipment, nec • Delaware
This Master Service Agreement (“Agreement”) is entered into by Miso Robotics, Inc. (“Miso”) and [____]. ("Customer") and consists of the terms contained herein and all Miso Order Form(s) (as defined below).
SERIES A-1 PREFERRED STOCK PURCHASE AGREEMENTSeries a-1 Preferred Stock Purchase Agreement • August 15th, 2023 • Miso Robotics, Inc. • General industrial machinery & equipment, nec • Delaware
THIS SERIES A-1 PREFERRED STOCK PURCHASE AGREEMENT (this “Agreement”), is made as of is made as of March 10, 2023, by and among Miso Robotics, Inc., a Delaware corporation (the “Company”) and the investors listed on Exhibit A attached to this Agreement (each a “Purchaser” and together the “Purchasers”).
