Toast, Inc. Class A Common Stock, par value $0.000001 per share Underwriting AgreementUnderwriting Agreement • August 27th, 2021 • Toast, Inc. • Services-computer processing & data preparation • New York
Toast, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [•] shares (the “Firm Shares”) and, at the election of the Underwriters, up to [•] additional shares (the “Optional Shares”) of Class A Common Stock, par value $0.000001 per share (“Stock”), of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).
ContractWarrant Agreement • August 27th, 2021 • Toast, Inc. • Services-computer processing & data preparation • Delaware
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
ContractWarrant Agreement • August 27th, 2021 • Toast, Inc. • Services-computer processing & data preparation • California
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED (the “1933 ACT”), OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO YOU THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE 1933 ACT, OR ANY APPLICABLE STATE SECURITIES LAWS.
ContractWarrant Agreement • August 27th, 2021 • Toast, Inc. • Services-computer processing & data preparation • New York
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH APPLICABLE LAW.
BANK CARD MERCHANT AGREEMENTBank Card Merchant Agreement • August 27th, 2021 • Toast, Inc. • Services-computer processing & data preparation • Ohio
This Bank Card Merchant Agreement is made among VANTIV. LLC (“Processor”) having its principal office at [***]. and FIFTH THIRD BANK, an Ohio banking corporation (“Member Bank”) having its principal office at [***] and Toast Inc. (“Merchant”) having its principal office at [***]. Processor and Member Bank are collectively referred to as “Bank”. Bank and Merchant hereby agree as follows:
TOAST, INC. CHIEF EXECUTIVE OFFICER SEVERANCE LETTERSeverance Agreement • August 27th, 2021 • Toast, Inc. • Services-computer processing & data preparation
This letter (the “Letter”) is being executed and delivered to confirm certain agreements and understandings pertaining to your employment with Toast, Inc. (the “Company”). Reference is made to (i) the Toast, Inc. Severance and Change in Control Policy (the “Severance Policy”) adopted by the Company on June 2, 2021 and (ii) that certain letter agreement, dated March 23, 2018, between you and the Company (the “Change in Control Letter”) providing for accelerated vesting of your outstanding equity awards in the event of certain termination events following a Sale Event (as defined in the Change in Control Letter). The terms not expressly defined in this Letter shall have the meaning ascribed to them in the Severance Policy.
FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • August 27th, 2021 • Toast, Inc. • Services-computer processing & data preparation • Delaware
THIS FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 27th day of April, 2020, by and among Toast, 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”, and each of the stockholders listed on Schedule B hereto, each of whom is referred to herein as a “Key Holder” and any additional Investor that becomes party to this Agreement in accordance with Section 6.9 hereof.
