Serve Robotics Inc. /DE/ Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 28th, 2024 • Serve Robotics Inc. /DE/ • Miscellaneous transportation equipment

This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 27, 2024, between Serve Robotics Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • August 28th, 2024 • Serve Robotics Inc. /DE/ • Miscellaneous transportation equipment • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of August 27, 2024, between Serve Robotics 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”).

COMMON STOCK PURCHASE WARRANT SERVE ROBOTICS INC.
Common Stock Purchase Warrant • July 23rd, 2024 • Serve Robotics Inc. /DE/ • Miscellaneous transportation equipment

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Armistice Capital Master Fund Ltd. or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after July 23, 2024 (the “Issue Date”) and on or prior to 5:00 p.m. (New York City time) on January 23, 2030 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Serve Robotics Inc., a Delaware corporation (the “Company”), up to 2,500,000 shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Contract
Purchase Warrant Agreement • April 23rd, 2024 • Serve Robotics Inc. /DE/ • Miscellaneous transportation equipment • New York

THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING APRIL 17, 2024 (THE “EFFECTIVE DATE”) TO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING FOR WHICH THIS PURCHASE WARRANT WAS ISSUED TO THE UNDERWRITER AS CONSIDERATION (THE “OFFERING”), OR (II) A BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORP.

PRE-FUNDED COMMON STOCK PURCHASE WARRANT SERVE ROBOTICS INC.
Pre-Funded Common Stock Agreement • August 28th, 2024 • Serve Robotics Inc. /DE/ • Miscellaneous transportation equipment

THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Armistice Capital Master Fund Ltd. or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after August 28, 2024 (the “Issue Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Serve Robotics Inc., a Delaware corporation (the “Company”), up to 555,555 shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

COMMON STOCK PURCHASE WARRANT SERVE ROBOTICS INC.
Common Stock Purchase Warrant • August 28th, 2024 • Serve Robotics Inc. /DE/ • Miscellaneous transportation equipment

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Armistice Capital Master Fund Ltd. or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after August 28, 2024 (the “Issue Date”) and on or prior to 5:00 p.m. (New York City time) on February 27, 2030 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Serve Robotics Inc., a Delaware corporation (the “Company”), up to 2,200,000 shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

COMMON STOCK PURCHASE AGREEMENT
Common Stock Purchase Agreement • January 4th, 2021 • Patricia Acquisition Corp. • Delaware

AGREEMENT (this “Agreement”) entered into as of the 13th day of November, 2020, by and between Patricia Acquisition Corp., a Delaware corporation (the “Company”), and Ian Jacobs, an individual (the “Purchaser”).

AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among PATRICIA ACQUISITION CORP., a Delaware corporation, SERVE ACQUISITION CORP., a Delaware corporation and SERVE ROBOTICS INC., a Delaware corporation July 31, 2023
Merger Agreement • August 4th, 2023 • Serve Robotics Inc. /DE/ • Blank checks • Delaware

AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”), dated as of July 31, 2023, by and among PATRICIA ACQUISITION CORP., a Delaware corporation (the “Parent”), SERVE ACQUISITION CORP., a Delaware corporation (the “Acquisition Subsidiary”), and SERVE ROBOTICS INC., a Delaware corporation (the “Company”). The Parent, the Acquisition Subsidiary and the Company are each a “Party” and referred to collectively herein as the “Parties.”

SUBSCRIPTION AGREEMENT
Subscription Agreement • August 4th, 2023 • Serve Robotics Inc. /DE/ • Blank checks • New York

This Subscription Agreement (this “Agreement”) has been entered into by and between the purchaser set forth on the Omnibus Signature Page hereof (the “Purchaser”) and Patricia Acquisition Corp. (to be renamed “Serve Robotics Inc.” upon consummation of the Merger (as defined below)), a Delaware corporation (the “Company”), in connection with the private placement offering (the “Offering”) by the Company.

FORM OF LOCK-UP AGREEMENT
Lock-Up Agreement • August 4th, 2023 • Serve Robotics Inc. /DE/ • Blank checks • New York

This LOCK-UP AGREEMENT (this “Agreement”) is made as of June [*], 2023, by and between the undersigned person or entity (the “Restricted Holder”) and Serve Robotics Inc. (formerly known as Patricia Acquisition Corp.), a Delaware corporation (the “Parent”). Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Merger Agreement (as defined below).

Serve Robotics Inc. EQUITY DISTRIBUTION AGREEMENT
Equity Distribution Agreement • November 7th, 2024 • Serve Robotics Inc. /DE/ • Miscellaneous transportation equipment • New York

This Confirmation sets forth the terms of the agreement of Northland Securities, Inc., on behalf of the several managers (the “Managers”) with Serve Robotics Inc. (the “Company”) relating to the sale of up to [●] shares of the Company’s common stock, par value $0.0001 per share, pursuant to the Equity Distribution Agreement between the Company and the Managers, dated [●], 202[__] (the “Agreement”). Unless otherwise defined below, capitalized terms defined in the Agreement shall have the same meanings when used herein.

INDEMNITY AGREEMENT
Indemnity Agreement • August 4th, 2023 • Serve Robotics Inc. /DE/ • Blank checks • Delaware

This Indemnity Agreement (the “Agreement”), dated as of June [*], 2023, is entered into by and among Patricia Acquisition Corp., a Delaware corporation (the “Parent”), Serve Robotics Inc., a Delaware corporation (“Serve” and together with the Parent, the “Companies”), and the undersigned Indemnitee (the “Indemnitee”).

Contract
Warrant Agreement • April 23rd, 2024 • Serve Robotics Inc. /DE/ • Miscellaneous transportation equipment

THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD IN ACCORDANCE WITH RULE 144 UNDER SUCH ACT.

Underwriting Agreement
Underwriting Agreement • April 18th, 2024 • Serve Robotics Inc. /DE/ • Miscellaneous transportation equipment • New York
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***].” Master Framework Agreement
Master Framework Agreement • November 28th, 2023 • Serve Robotics Inc. /DE/ • Miscellaneous transportation equipment • California

This Master Framework Agreement (this “Agreement”) is entered into as of September 3rd, 2021 (“Effective Date”) between Uber Technologies Inc., a Delaware corporation with its principal place of business at 1515 3rd Street, San Francisco, CA 94158 (“Uber”), and Serve Robotics Inc., a Delaware corporation, with its principal place of business at 730 Broadway, Redwood City, CA 94063 (“Company”). The Company and Uber are each a “Party” and together the “Parties”.

SERVE ROBOTICS INC.
Termination Payment Agreement • August 4th, 2023 • Serve Robotics Inc. /DE/ • Blank checks

The purpose of this letter agreement is to inform you of a termination payment that you may be entitled to receive upon your separation from service with Serve Robotics Inc., a Delaware corporation (the “Company”).

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***].”
Amended and Restated Side Letter • November 28th, 2023 • Serve Robotics Inc. /DE/ • Miscellaneous transportation equipment

Reference is hereby made to (i) that certain Contribution and License Agreement, dated as of February 24, 2021, by and between Serve Robotics, Inc., a Delaware corporation (the “Company”) and Postmates, LLC, a Delaware limited liability company (“Postmates”), a wholly-owned subsidiary of Uber Technologies, Inc., a Delaware corporation (together with its Affiliates (including Postmates), “Uber”) (the “Contribution Agreement”), (ii) that certain Simple Agreement for Future Equity, dated as of February 24, 2021, issued by the Company to Postmates (the “2021 SAFE”), (iii) that certain Simple Agreement for Future Equity, dated as of the date hereof, issued by the Company to Postmates (the “2023 SAFE” and, together with the 2021 SAFE, the “SAFEs” and each, a “SAFE”) and (iv) that certain Side Letter, dated as of February 24, 2021, by and among the Company, Postmates and Uber (the “Prior Side Letter”). In connection with, and as a condition precedent to, Postmates’ investment in the Company p

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***].” Amendment No. 1 to the...
Master Framework Agreement • August 4th, 2023 • Serve Robotics Inc. /DE/ • Blank checks

This Amendment No. 1 to the Master Framework Agreement (“Amendment”) is entered into by and between Uber Technologies Inc., a Delaware corporation with its principal place of business at 1515 3rd Street, San Francisco, CA 94158 (“Uber”), and Serve Robotics Inc. a Delaware Corporation, with a place of business at 730 Broadway, Redwood City, CA 94063 (“Company”).

THIRD Amendment to Loan and security agreement
Loan and Security Agreement • August 4th, 2023 • Serve Robotics Inc. /DE/ • Blank checks • California

This Third Amendment to Loan and Security Agreement (this “Amendment”) is entered into as of July 28, 2023, by and between Silicon Valley Bank, a division of First-Citizens Bank & Trust Company (successor by purchase to the Federal Deposit Insurance Corporation as Receiver for Silicon Valley Bridge Bank, N.A. (as successor to Silicon Valley Bank)) (“Bank”) and Serve Robotics Inc., a Delaware corporation (“Borrower”).

FORM OF REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 4th, 2023 • Serve Robotics Inc. /DE/ • Blank checks • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into effective as of , 2023, among Serve Robotics Inc., a Delaware corporation (f.k.a. Patricia Acquisition Corp.) (the “Company”), the persons who have purchased the Offering Shares (as defined below) and have executed omnibus or counterpart signature page(s) hereto (each, a “Purchaser” and collectively, the “Purchasers”), the persons or entities identified on Schedule 1 hereto holding Bridge Notes and Bridge Warrants (collectively, the “Bridge Holders”), the persons or entities identified on Schedule 2 hereto holding Bridge Broker Warrants and/or Placement Agent Warrants (collectively, the “Brokers”), the persons or entities identified on Schedule 3 hereto holding Merger Shares (as defined below), and the persons or entities identified on Schedule 4 hereto holding Registrable Pre-Merger Shares (as defined below). Capitalized terms used herein shall have the meanings ascribed to them in Section 1 below or in the

LEASE AGREEMENT
Lease Agreement • August 4th, 2023 • Serve Robotics Inc. /DE/ • Blank checks
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***]”. Amendment No. 1 to Project...
Project Plan Amendment • May 15th, 2024 • Serve Robotics Inc. /DE/ • Miscellaneous transportation equipment

This Amendment No. 1 to Project Plan 2 (“PP2 Amendment 1”) is entered into between Uber Technologies Inc., a Delaware corporation with its principal place of business at 1725 3rd Street, San Francisco, CA 94158 (“Uber”), and Serve Operating Co. (f/k/a Serve Robotics Inc.), a Delaware corporation with a place of business at 730 Broadway, Redwood City, CA 94063 (“Company”).

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CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***].” MASTER SERVICES AGREEMENT
Master Services Agreement • February 7th, 2024 • Serve Robotics Inc. /DE/ • Miscellaneous transportation equipment

THIS MASTER SERVICES AGREEMENT (the “Agreement”), made and entered into on February 1, 2024 to be effective as of the 15th day of January, 2024 (the “Effective Date”) by and between Magna New Mobility USA, Inc. (“Magna”), a corporation constituted under the laws of the State of Delaware, and Serve Operating Co., (“Serve” and, together with Magna, the “Parties” and each, a “Party”), a corporation constituted under the laws of the State of New York.

FOURTH Amendment to Loan and security agreement
Loan and Security Agreement • February 29th, 2024 • Serve Robotics Inc. /DE/ • Miscellaneous transportation equipment • California

This Fourth Amendment to Loan and Security Agreement (this “Amendment”) is entered into as of January 3, 2024, by and among Silicon Valley Bank, a division of First-Citizens Bank & Trust Company (“Bank”), Serve Robotics Inc., a Delaware corporation, and Serve Operating Co., a Delaware corporation (individually and collectively, jointly and severally, “Borrower”).

LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • August 4th, 2023 • Serve Robotics Inc. /DE/ • Blank checks

THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) is dated as of the Effective Date between SILICON VALLEY BANK, a California corporation (“Bank”), and the borrower listed on Schedule I hereto (“Borrower”). The parties agree as follows:

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***].” Amendment No. 1 to the...
Master Framework Agreement • November 28th, 2023 • Serve Robotics Inc. /DE/ • Miscellaneous transportation equipment

This Amendment No. 1 to the Master Framework Agreement (“Amendment”) is entered into by and between Uber Technologies Inc., a Delaware corporation with its principal place of business at 1515 3rd Street, San Francisco, CA 94158 (“Uber”), and Serve Robotics Inc. a Delaware Corporation, with a place of business at 730 Broadway, Redwood City, CA 94063 (“Company”).

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***].” FIRST AMENDMENT TO LEASE
Lease Agreement • September 5th, 2024 • Serve Robotics Inc. /DE/ • Miscellaneous transportation equipment

This First Amendment to Lease (“First Amendment”), dated for reference purposes as September __, 2024, is made by and between BAUEN FUND 2018-730, LLC, a California limited liability company (“Landlord”), and SERVE ROBOTICS INC., a Delaware corporation (“Tenant”).

FIRST AMENDMENT TO THE STRATEGIC CUSTOMER AGREEMENT
Strategic Customer Agreement • June 28th, 2024 • Serve Robotics Inc. /DE/ • Miscellaneous transportation equipment

This FIRST AMENDMENT TO THE STRATEGIC CUSTOMER AGREEMENT (the “First Amendment”), effective as of the last signature date below (the “Amendment Effective Date”) is entered into by and between Ouster, Inc., (“Vendor”) and Serve Robotics, (“Customer”). Vendor and Customer may be referred to herein, collectively, as the “Parties” and individually, as a “Party”.

SECOND Amendment to Loan and security agreement
Loan and Security Agreement • August 4th, 2023 • Serve Robotics Inc. /DE/ • Blank checks • California

This Second Amendment to Loan and Security Agreement (this “Amendment”) is entered into as of April 21, 2023, by and between Silicon Valley Bank, a division of First-Citizens Bank & Trust Company (successor by purchase to the Federal Deposit Insurance Corporation as Receiver for Silicon Valley Bridge Bank, N.A. (as successor to Silicon Valley Bank)) (“Bank”) and Serve Robotics Inc., a Delaware corporation (“Borrower”).

THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES IN THE UNITED STATES. THESE SECURITIES ARE SUBJECT TO...
Subordination Agreement • January 3rd, 2024 • Serve Robotics Inc. /DE/ • Miscellaneous transportation equipment • Delaware

THIS NOTE IS SUBJECT TO THE TERMS AND CONDITIONS OF A SUBORDINATION AGREEMENT, BY AND AMONG SILICON VALLEY BANK, A DIVISION OF FIRST-CITIZENS BANK & TRUST COMPANY AND THE PARTIES HERETO. THE SUBORDINATION AGREEMENT CONTAINS PROVISIONS RESTRICTING, AMONG OTHER THINGS, CERTAIN PAYMENTS AND THE EXERCISE OF CERTAIN RIGHTS AND REMEDIES BY THE PARTIES HERETO.

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***].” Amendment No. 2 to the...
Master Framework Agreement • August 4th, 2023 • Serve Robotics Inc. /DE/ • Blank checks

This Amendment No. 2 to the Master Framework Agreement (“Amendment 2”) is entered into by and between Uber Technologies Inc., a Delaware corporation with its principal place of business at 1515 3rd Street, San Francisco, CA 94158 (“Uber”), and Serve Robotics Inc. a Delaware Corporation, with a place of business at 730 Broadway, Redwood City, CA 94063 (“Company”).

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***].” Amendment No. 4 to MFA;...
Master Framework Agreement • June 7th, 2024 • Serve Robotics Inc. /DE/ • Miscellaneous transportation equipment

This Amendment No. 4 to the Master Framework Agreement and Amendment No. 2 to Project Plan 2 (“Amendment 4”) is entered into between Uber Technologies Inc., a Delaware corporation with its principal place of business at 1725 3rd Street, San Francisco, CA 94158 (“Uber”), and Serve Operating Co. (f/k/a Serve Robotics Inc.), a Delaware corporation with a place of business at 730 Broadway, Redwood City, CA 94063 (“Company”).

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***].” Amendment No. 2 to the...
Master Framework Agreement • November 28th, 2023 • Serve Robotics Inc. /DE/ • Miscellaneous transportation equipment

This Amendment No. 2 to the Master Framework Agreement (“Amendment 2”) is entered into by and between Uber Technologies Inc., a Delaware corporation with its principal place of business at 1515 3rd Street, San Francisco, CA 94158 (“Uber”), and Serve Robotics Inc. a Delaware Corporation, with a place of business at 730 Broadway, Redwood City, CA 94063 (“Company”).

CONTRIBUTION AND LICENSE AGREEMENT
Contribution and License Agreement • August 4th, 2023 • Serve Robotics Inc. /DE/ • Blank checks • California

This Contribution and License Agreement (this “Agreement”) is made as of February 24, 2021 (the “Effective Date”) by and between Postmates, LLC, a Delaware limited liability company (“Postmates”), a wholly-owned subsidiary of Uber Technologies, Inc., a Delaware corporation (“Uber”), and Serve Robotics Inc., a Delaware corporation (“SpinCo”). Each of Postmates and SpinCo, are a “Party” and together they are the “Parties”.

Contract
Secured Subordinated Promissory Note • January 3rd, 2024 • Serve Robotics Inc. /DE/ • Miscellaneous transportation equipment • California

THE INDEBTEDNESS REPRESENTED BY THIS NOTE IS EXPRESSLY SUBORDINATED TO THE CLAIMS OF SILICON VALLEY BANK, A DIVISION OF FIRST-CITIZENS BANK & TRUST COMPANY (“BANK”) PURSUANT TO A SUBORDINATION AGREEMENT DATED AS OF DECEMBER __, 2023 BY AND AMONG THE HOLDER OF THIS NOTE AND THE BANK (THE “SUBORDINATION AGREEMENT”). ANY ASSIGNMENT OF THIS NOTE SHALL BE SUBJECT TO THE SUBORDINATION AGREEMENT.

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