SERIES A-1 PREFERRED STOCK PURCHASE AGREEMENTPreferred 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”).
ContractMiso Robotics, Inc. • August 15th, 2023 • 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”.
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
ContractMiso Robotics, Inc. • August 15th, 2023 • 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.
