Broker-Dealer AgreementBroker-Dealer Agreement • January 26th, 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 January 25, 2022 (the “Effective Date”):
SUBSCRIPTION AGREEMENT MISO ROBOTICS, INC.Subscription Agreement • January 26th, 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.
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”).
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
