FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • November 10th, 2021 • Ventoux CCM Acquisition Corp. • Blank checks • Delaware
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on November 10, 2021, by and between Ventoux CCM Acquisition Corp., a Delaware corporation (the “Company”), and the undersigned subscriber (“Subscriber”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 10th, 2021 • Ventoux CCM Acquisition Corp. • Blank checks • Delaware
This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of [●], 2022, by and among (i) Ventoux CCM Acquisition Corp., a Delaware corporation (“Pubco”), (ii) Ventoux Acquisition Holdings LLC, a Delaware limited liability company (“Co-Sponsor”), (iii) Chardan International Investments, LLC, a Delaware limited liability company (together with the Co-Sponsor, the “Sponsors”), (iv) [***] (the “[***]”) and [***] (together with the [***], the “ [***] Investors”), (v) each of the Persons listed on the Schedule of Investors attached hereto as of the date hereof, and (vi) each of the other Persons set forth from time to time on the Schedule of Investors who, at any time, own securities of Pubco and enter into a joinder to this Agreement agreeing to be bound by the terms hereof (each Person identified in the foregoing (ii) through (vi), an “Investor” and, collectively, the “Investors”). Unless otherwise provided in this Agreement, capitalized terms used herein shall
FORM OF GOVERNANCE AGREEMENTForm of Governance Agreement • November 10th, 2021 • Ventoux CCM Acquisition Corp. • Blank checks • Delaware
THIS GOVERNANCE AGREEMENT, dated as of [●], 2022, is entered into by and among (i) [Name of Combined Company], a Delaware corporation (the “Company”), (ii) the REMUS Stockholders (as defined herein), (iii) Rajat Suri (“Chief Executive Officer,” together with the REMUS Stockholders, collectively, the “Principal Stockholders” and each a “Principal Stockholder”) and (iv) solely for purposes Section 2.3, Section 2.5 and Article III, I2BF Global Investments Ltd., a Cayman Islands exempted company (“I2BF”). Capitalized terms used herein without definition shall have the meanings set forth in Section 1.1.
SUPPORT AGREEMENTSupport Agreement • November 10th, 2021 • Ventoux CCM Acquisition Corp. • Blank checks
This Support Agreement (this “Agreement”), dated as of 10 November, 2021, is entered into by and among Ventoux CCM Acquisition Corp., a Delaware corporation (“Acquiror”), E La Carte, Inc., a Delaware corporation (the “Company”), and certain of the stockholders of the Company, whose names appear on the signature pages of this Agreement (such stockholders, the “Stockholders”, and Acquiror, the Company and the Stockholders, each a “Party”, and collectively, the “Parties”).
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • November 10th, 2021 • Ventoux CCM Acquisition Corp. • Blank checks
This Sponsor Support Agreement (this “Sponsor Agreement”) is dated as of 10 November, 2021, by and among Ventoux Acquisition Holdings LLC, a Delaware limited liability company (“Ventoux Acquisition”), Chardan International Investments, LLC, a Delaware limited liability company (together with Ventoux Acquisition, each, a “Sponsor” and, together, the “Sponsors”), Ventoux CCM Acquisition Corp., a Delaware corporation (“Acquiror”), E La Carte, Inc., a Delaware corporation (the “Company”), and the directors, executive officers and affiliates of the Sponsors whose names appear on the signature pages of this Sponsor Agreement (such stockholders and affiliates, the “Insiders”, and together with the “Sponsors”, the “Sponsor Parties” and individually, a “Sponsor Party”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.
