PRESTO AUTOMATION INC. Warrant To Purchase Common StockWarrant Agreement • March 21st, 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 Levered 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), 2,731,621 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 War
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”).
SECURITY AGREEMENTSecurity Agreement • March 21st, 2024 • Presto Automation Inc. • Services-prepackaged software • New York
This SECURITY AGREEMENT (this “Agreement”), dated as of March 21, 2024, is made by and between PRESTO AUTOMATION INC., a Delaware corporation and Presto Automation LLC, a Delaware limited liability company (together, the, “Borrower”), and PRESTO CA LLC, a Delaware limited liability company (“Lender”).
Amendment No. 2 to securities Purchase AgreementSecurities Purchase Agreement • March 21st, 2024 • Presto Automation Inc. • Services-prepackaged software
This Amendment No. 2 to Securities Purchase Agreement (this “Amendment”), dated as of March 21, 2024, is by and between Presto Automation Inc., a Delaware corporation (“Presto”), and Presto CA LLC, a Delaware limited liability company (“CA”), and amends that certain Securities Purchase Agreement, dated as of October 10, 2023, as amended by Amendment No. 1 thereto dated as of November 21, 2023 and the Waiver and Consent thereto dated as of January 30, 2024 (as amended, the “Securities Purchase Agreement”).
SUBORDINATION AGREEMENTSubordination Agreement • March 21st, 2024 • Presto Automation Inc. • Services-prepackaged software • New York
THIS SUBORDINATION AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of March 21, 2024, between Metropolitan Partners Group Administration, LLC, in its capacity as agent (in such capacity, the “Subordinated Agent”) for the Lenders (as defined in the Subordinated Debt Documents, and referred to herein as the “Subordinated Creditors” and each, a “Subordinated Creditor”), Presto CA LLC (“Senior Lender”), Presto Automation Inc. (f/k/a Ventoux CCM Acquisition Corp.), a Delaware corporation (“Holdings”), and Presto Automation LLC (f/k/a E La Carte, LLC, f/k/a Ventoux Merger Sub II LLC), a Delaware limited liability company (“Opco,” and collectively with Holdings, regardless of whether one or more, the “Borrower”).
Waiver and Extension of registration rightsWaiver and Extension of Registration Rights • March 21st, 2024 • Presto Automation Inc. • Services-prepackaged software
This Waiver and Extension of Registration Rights (this “Agreement”) dated as of March 21, 2024, is by and among Presto Automation Inc., a Delaware corporation (“Presto”), Presto CA LLC, a Delaware limited liability company (“CA”), CEOF Holdings LP, a Delaware limited partnership (“CEOF”), and certain entities affiliated with Metropolitan Partners Group Administration, LLC, a Delaware limited liability company listed on the signature pages hereto (collectively with CEOF, “Met” and, together with Presto and CA, the “Parties” and each a “Party”).
