0001104659-24-010183 Sample Contracts

PRESTO AUTOMATION INC. Warrant To Purchase Common Stock
Presto Automation Inc. • February 2nd, 2024 • 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, CEOF Holdings 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), 677,511 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 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 Section 18. The Warrant is being issued pursuan

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 2nd, 2024 • Presto Automation Inc. • Services-prepackaged software

This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 30, 2024, by and between Presto Automation Inc., a Delaware corporation (the “Company”), and each of the several buyers signatory hereto (each such purchaser, a “Buyer” and, collectively, the “Buyers”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • February 2nd, 2024 • Presto Automation Inc. • Services-prepackaged software • New York

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of January 30, 2024, is by and among Presto Automation Inc., a Delaware corporation with offices located at 985 Industrial Road, San Carlos, California 94070 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).

Fifth AMENDMENT TO CREDIT AGREEMENT and acknowledgment
Credit Agreement and Acknowledgment • February 2nd, 2024 • Presto Automation Inc. • Services-prepackaged software • New York

Fifth Amendment to Credit Agreement and Acknowledgement (this “Amendment”) dated as of January 31, 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”), and, solely

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