SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 22nd, 2024 • Presto Automation Inc. • Services-prepackaged software • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 20, 2024, between Presto Automation Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 12th, 2024 • Presto Automation Inc. • Services-prepackaged software
This Agreement is made pursuant to the Subordinated Convertible Note, dated as of the date hereof, between the Company and the Buyer (the “Purchase Agreement”).
15,000,000 Units Ventoux CCM Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • December 31st, 2020 • Ventoux CCM Acquisition Corp. • Blank checks • New York
Chardan Capital Markets, LLC 17 State Street, Suite 2100 New York, New York 10004 As Representative of the Underwriters named on Schedule A hereto
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 22nd, 2023 • Presto Automation Inc. • Services-prepackaged software • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 22, 2023, between Presto Automation Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
INDEMNITY AGREEMENTIndemnity Agreement • December 15th, 2020 • Ventoux CCM Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [_______], 2020, by and between Ventoux CCM Acquisition Corp., a Delaware corporation (the “Company”), and [_________] (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 31st, 2020 • Ventoux CCM Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of December 23, 2020, by and among Ventoux CCM Acquisition Corp., a Delaware corporation (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
INDEMNITY AGREEMENTIndemnification Agreement • December 31st, 2020 • Ventoux CCM Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of December 23, 2020, by and between Ventoux CCM Acquisition Corp., a Delaware corporation (the “Company”), and Christian Ahrens (“Indemnitee”).
Amended and Restated Warrant To purchase Common StockWarrant Agreement • May 22nd, 2024 • Presto Automation Inc. • Services-prepackaged software • New York
Presto Automation Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Metropolitan Partners Fund VII, LP, the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, at any time or times on or after the Issuance Date, but not after 11:59 p.m., New York time, on the Expiration Date, (as defined below), 19,127,143 duly authorized, validly issued, fully paid, nonassessable shares of Common Stock, subject to adjustment as provided herein (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Amended and Restated Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this “Warrant”) shall have the meanings set forth in Sect
INDENTURE PRESTO AUTOMATION INC. and Trustee Dated as of __, 20__Indenture • October 20th, 2023 • Presto Automation Inc. • Services-prepackaged software • New York
AMENDED AND RESTATED WARRANT AGREEMENTWarrant Agreement • September 27th, 2022 • Presto Automation Inc. • Services-prepackaged software • New York
This AMENDED AND RESTATED WARRANT AGREEMENT (“Warrant Agreement”) is made as of September 21, 2022, by and between Ventoux CCM Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company (the “Warrant Agent”).
as Issuer, the Guarantors from time to time party hereto AND U.S. Bank National Association, as Trustee1 INDENTURE Dated as of [●], 2022 15.0% Cash + 5.0% PIK Convertible Senior Notes due 2026Indenture • July 26th, 2022 • Ventoux CCM Acquisition Corp. • Services-prepackaged software • New York
INDENTURE dated as of [●], 2022 between [●], a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. BANK NATIONAL ASSOCIATION, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 15th, 2020 • Ventoux CCM Acquisition Corp. • Blank checks • New York
This Agreement is made as of [______________], 2020 by and between Ventoux CCM Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
RIGHTS AGREEMENTRights Agreement • December 31st, 2020 • Ventoux CCM Acquisition Corp. • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of December 23, 2020, by and between Ventoux CCM Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Rights Agent”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 11th, 2023 • Presto Automation Inc. • Services-prepackaged software • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October 10, 2023, between Presto Automation Inc., a Delaware corporation (the “Company”), and the purchaser identified on the signature pages hereto (including its successors and assigns, the “Purchaser”).
Ventoux CCM Acquisition Corp.Underwriting Agreement • December 31st, 2020 • Ventoux CCM Acquisition Corp. • Blank checks • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 22nd, 2024 • Presto Automation Inc. • Services-prepackaged software
This Agreement is made pursuant to the Subordinated Convertible Note, dated as of the date hereof, between the Company and the Buyer (the “Purchase Agreement”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 31st, 2020 • Ventoux CCM Acquisition Corp. • Blank checks • New York
Pursuant to paragraph 1(j) of the Investment Management Trust Agreement between Ventoux CCM Acquisition Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of [______________], 2020 (“Trust Agreement”), this is to advise you that the Company is extending the time available in order to consummate a Business Combination with the Target Businesses for an additional three (3) months, from ______________ to ______________ (the “Extension”). Capitalized words used herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement.
STOCK ESCROW AGREEMENTStock Escrow Agreement • December 15th, 2020 • Ventoux CCM Acquisition Corp. • Blank checks • New York
This STOCK ESCROW AGREEMENT, dated as of ________, 2020 (“Agreement”), by and among VENTOUX CCM ACQUISITION CORP., a Delaware corporation (“Company”), the initial shareholders listed on the signature pages hereto (collectively, the “Initial Shareholders”), and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • November 10th, 2021 • Ventoux CCM Acquisition Corp. • Blank checks • Delaware
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on November 10, 2021, by and between Ventoux CCM Acquisition Corp., a Delaware corporation (the “Company”), and the undersigned subscriber (“Subscriber”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 6th, 2023 • Presto Automation Inc. • Services-prepackaged software • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of March 31, 2023, by and among Presto Automation Inc., a Delaware corporation (“Pubco”), and each of the Persons listed on the Schedule of Investors attached hereto as of the date hereof (each an “Investor” and, collectively, the “Investors”). Unless otherwise provided in this Agreement, capitalized terms used herein shall have the meanings set forth in Section 11 hereof.
FORM OF] INDEMNITY AGREEMENTIndemnification Agreement • September 27th, 2022 • Presto Automation Inc. • Services-prepackaged software • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 202[●], by and between Presto Automation Inc., a Delaware corporation (the “Company”), and [●] (“Indemnitee”).
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • July 25th, 2024 • Presto Automation Inc. • Services-prepackaged software • California
The PURCHASE AGREEMENT (the “Agreement”), dated as of July 24, 2024, by and between PRESTO AUTOMATION INC., a Delaware corporation (the “Company”), and TRITON FUNDS LP, a Delaware limited partnership (the “Investor”).
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • October 11th, 2023 • Presto Automation Inc. • Services-prepackaged software • New York
FOR VALUE RECEIVED, PRESTO AUTOMATION LLC (f/k/a E La Carte, LLC, f/k/a Ventoux Merger Sub II LLC) a Delaware limited liability company (“Borrower”), hereby unconditionally promises to pay to the order of [_______________] (the “Lender”), the principal amount of [______________] and no/100 Dollars ($[________]), or, if less, the aggregate unpaid principal amount of the Term Loan of the Lender to the Borrower, payable at such times and in such amounts as are specified in the Agreement (as defined below).
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • July 26th, 2022 • Ventoux CCM Acquisition Corp. • Services-prepackaged software • Delaware
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on July 25, 2022, by and between Ventoux CCM Acquisition Corp., a Delaware corporation (the “Company”), and the undersigned subscriber (“Subscriber”).
AMENDED AND RESTATED GOVERNANCE AGREEMENTGovernance Agreement • November 21st, 2023 • Presto Automation Inc. • Services-prepackaged software • Delaware
THIS AMENDED AND RESTATED GOVERNANCE AGREEMENT, dated as of November 16, 2023, is entered into by and among (i) Presto Automation Inc., a Delaware corporation (the “Company”), (ii) the REMUS Stockholders (as defined herein), (iii) Presto CA LLC, a Delaware limited liability company (“CA,” and together with the REMUS Stockholders, collectively, the “Principal Stockholders” and each a “Principal Stockholder”) and (iv) solely for purposes Section 2.3, Section 2.5, and Article III, I2BF Global Investments Ltd., a Cayman Islands exempted company (“I2BF”). Capitalized terms used herein without definition shall have the meanings set forth in Section 1.1.
STOCK ESCROW AGREEMENTStock Escrow Agreement • December 31st, 2020 • Ventoux CCM Acquisition Corp. • Blank checks • New York
This STOCK ESCROW AGREEMENT, dated as of December 23, 2020 (“Agreement”), by and among VENTOUX CCM ACQUISITION CORP., a Delaware corporation (“Company”), the initial shareholders listed on the signature pages hereto (collectively, the “Initial Shareholders”), and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
AGREEMENT AND PLAN OF MERGER AMONGAgreement and Plan of Merger • November 10th, 2021 • Ventoux CCM Acquisition Corp. • Blank checks • Delaware
This Agreement and Plan of Merger (this “Agreement”), dated as of November 10, 2021, is entered into by and among Ventoux CCM Acquisition Corp., a Delaware corporation (“Acquiror”), Ventoux Merger Sub I Inc., a Delaware corporation (“First Merger Sub”), Ventoux Merger Sub II LLC, a Delaware limited liability company (“Second Merger Sub”) and E La Carte, Inc., a Delaware corporation (the “Company”). Except as otherwise indicated, capitalized terms used but not defined herein shall have the meanings set forth in Article I of this Agreement.
AMENDED & RESTATED SUPPORT AGREEMENTSupport Agreement • July 26th, 2022 • Ventoux CCM Acquisition Corp. • Services-prepackaged software
This Amended and Restated Support Agreement (this “Agreement”), dated as of 25 July, 2022, is entered into by and among Ventoux CCM Acquisition Corp., a Delaware corporation (“Acquiror”), E La Carte, Inc., a Delaware corporation (the “Company”), and certain of the stockholders of the Company, whose names appear on the signature pages of this Agreement (such stockholders, the “Stockholders”, and Acquiror, the Company and the Stockholders, each a “Party”, and collectively, the “Parties”).
SUBSCRIPTION AGREEMENTSubscription Agreement • July 26th, 2022 • Ventoux CCM Acquisition Corp. • Services-prepackaged software • Delaware
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on July 25, 2022, by and between Ventoux CCM Acquisition Corp., a Delaware corporation (the “Company”), and the undersigned subscriber (“Subscriber”).
SEVENTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 21st, 2024 • Presto Automation Inc. • Services-prepackaged software • New York
Seventh Amendment to Credit Agreement and Acknowledgement (this “Amendment”) dated as of March 21, 2024, is by and among PRESTO AUTOMATION LLC (f/k/a E La Carte, LLC, f/k/a Ventoux Merger Sub II LLC) a Delaware limited liability company (“Presto”), each other Person party hereto as a “Borrower” from time to time (each such Person, together with Presto, individually and collectively, the “Borrower”), PRESTO AUTOMATION INC. (f/k/a Ventoux CCM Acquisition Corp.), a Delaware corporation (the “Parent”) together with each other Guarantor from time to time party hereto, each a “Guarantor” and together with Borrower, each a “Loan Party” and collectively, the “Loan Parties”, each of the financial institutions from time to time party hereto (individually each a “Lender” and collectively the “Lenders”) and METROPOLITAN PARTNERS GROUP ADMINISTRATION, LLC, a Delaware limited liability company, as administrative, payment and collateral agent for the Lenders (in such capacities, “Agent”).
COOPERATION AGREEMENTCooperation Agreement • May 16th, 2024 • Presto Automation Inc. • Services-prepackaged software • New York
THIS COOPERATION AGREEMENT (this “Agreement”) is made as of this 16th day of May, 2024 (the “Effective Date”) by and among Presto Automation LLC (f/k/a E La Carte, LLC, f/k/a Ventoux Merger Sub II LLC), a Delaware limited liability company (“Borrower”), Presto Automation Inc. (f/k/a Ventoux CCM Acquisition Corp.), a Delaware corporation (the “Parent”), Metropolitan Partners Group Administration, LLC, a Delaware limited liability company, in its capacity as administrative, payment and collateral agent (in such capacity, the “Agent”) under the Credit Agreement (as defined below), and the Lenders (as defined below) signatory hereto, and, solely for purposes of Sections 7 through 9, 12 through 14, 20 and 22, the Significant Stakeholders identified on the signature pages hereto (collectively, the “Significant Stakeholders,” and each individually, a “Significant Stakeholder”).
AMENDMENT TO CONSULTING AGREEMENTConsulting Agreement • May 10th, 2023 • Presto Automation Inc. • Services-prepackaged software
This Amendment to the Consulting Agreement (the “Amendment”) amends the Consulting Agreement by and between Presto Automation Inc. (“Company”) and Ashish Gupta (“Consultant”) dated March 4, 2023 (the “Agreement”) and is entered into as of last date of signing by all parties (the “Amendment Effective Date”).
VENTOUX CCM ACQUISITION CORP. 1 East Putnam Avenue, Floor 4 Greenwich, CT 06830Office Space and Administrative Services Agreement • December 15th, 2020 • Ventoux CCM Acquisition Corp. • Blank checks
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Ventoux CCM Acquisition Corp. (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Chardan Capital Markets, LLC (“Chardan”) shall make available to the Company certain office space, secretarial and administrative services as may be required by the Company from time to time, situated at 1 East Putnam Avenue, Floor 4, Greenwich, CT 06830 (or any successor location). In exchange therefore, the Company shall pay Chardan a sum not to exceed $10,000 per month, respectively, on the Effective Date and continuing monthly thereafter until the T
AMENDED & RESTATED SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • July 26th, 2022 • Ventoux CCM Acquisition Corp. • Services-prepackaged software
This Amended and Restated Sponsor Support Agreement (this “Sponsor Agreement”) is dated as of July 25, 2022, by and among Ventoux Acquisition Holdings LLC, a Delaware limited liability company (“Ventoux Acquisition”), Chardan International Investments, LLC, a Delaware limited liability company (together with Ventoux Acquisition, each, a “Sponsor” and, together, the “Sponsors”), Ventoux CCM Acquisition Corp., a Delaware corporation (“Acquiror”), E La Carte, Inc., a Delaware corporation (the “Company”), and the directors, executive officers and affiliates of the Sponsors whose names appear on the signature pages of this Sponsor Agreement (such stockholders and affiliates, the “Insiders”, and together with the “Sponsors”, the “Sponsor Parties” and individually, a “Sponsor Party”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (defined below).
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • November 10th, 2021 • Ventoux CCM Acquisition Corp. • Blank checks
This Sponsor Support Agreement (this “Sponsor Agreement”) is dated as of 10 November, 2021, by and among Ventoux Acquisition Holdings LLC, a Delaware limited liability company (“Ventoux Acquisition”), Chardan International Investments, LLC, a Delaware limited liability company (together with Ventoux Acquisition, each, a “Sponsor” and, together, the “Sponsors”), Ventoux CCM Acquisition Corp., a Delaware corporation (“Acquiror”), E La Carte, Inc., a Delaware corporation (the “Company”), and the directors, executive officers and affiliates of the Sponsors whose names appear on the signature pages of this Sponsor Agreement (such stockholders and affiliates, the “Insiders”, and together with the “Sponsors”, the “Sponsor Parties” and individually, a “Sponsor Party”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.
