as Issuer, the Guarantors from time to time party hereto AND U.S. Bank National Association, as Trustee1 INDENTURE Dated as of [●], 2022 15.0% Cash + 5.0% PIK Convertible Senior Notes due 2026Indenture • July 26th, 2022 • Ventoux CCM Acquisition Corp. • Services-prepackaged software • New York
INDENTURE dated as of [●], 2022 between [●], a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. BANK NATIONAL ASSOCIATION, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
FORM OF AMENDED AND RESTATED WARRANT AGREEMENTWarrant Agreement • July 26th, 2022 • Ventoux CCM Acquisition Corp. • Services-prepackaged software • New York
This AMENDED AND RESTATED WARRANT AGREEMENT (“Warrant Agreement”) is made as of [●], 2022, by and between Ventoux CCM Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company (the “Warrant Agent”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 26th, 2022 • Ventoux CCM Acquisition Corp. • Services-prepackaged software • 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) Silver Rock Contingent Credit Fund LP (the “SR Fund”) and Silver Rock Tactical Allocation Fund LP (together with the SR Fund, the “Silver Rock 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
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • July 26th, 2022 • Ventoux CCM Acquisition Corp. • Services-prepackaged software • Delaware
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on July 25, 2022, by and between Ventoux CCM Acquisition Corp., a Delaware corporation (the “Company”), and the undersigned subscriber (“Subscriber”).
FORM OF GOVERNANCE AGREEMENTForm of Governance Agreement • July 26th, 2022 • Ventoux CCM Acquisition Corp. • Services-prepackaged software • Delaware
THIS GOVERNANCE AGREEMENT, dated as of [●], 2022, is entered into by and among (i) Presto Automation Inc., a Delaware corporation (the “Company”), (ii) the REMUS Stockholders (as defined herein), (iii) Rajat Suri (“Chief Executive Officer”), (iv) Presto CA LLC, a Delaware limited liability company (“CA,” and together with the REMUS Stockholders and the Chief Executive Officer, collectively, the “Principal Stockholders” and each a “Principal Stockholder”) and (v) 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.
AMENDED & RESTATED SUPPORT AGREEMENTSupport Agreement • July 26th, 2022 • Ventoux CCM Acquisition Corp. • Services-prepackaged software
This Amended and Restated Support Agreement (this “Agreement”), dated as of 25 July, 2022, 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”).
SUBSCRIPTION AGREEMENTSubscription Agreement • July 26th, 2022 • Ventoux CCM Acquisition Corp. • Services-prepackaged software • Delaware
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on July 25, 2022, by and between Ventoux CCM Acquisition Corp., a Delaware corporation (the “Company”), and the undersigned subscriber (“Subscriber”).
AMENDED & RESTATED SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • July 26th, 2022 • Ventoux CCM Acquisition Corp. • Services-prepackaged software
This Amended and Restated Sponsor Support Agreement (this “Sponsor Agreement”) is dated as of July 25, 2022, 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 (defined below).
AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • July 26th, 2022 • Ventoux CCM Acquisition Corp. • Services-prepackaged software
This Second Amendment to Agreement and Plan of Merger (this “Amendment”), dated as of July 25, 2022, is made by and among (a) Ventoux CCM Acquisition Corp., a Delaware corporation (“Acquiror”), Ventoux Merger Sub I Inc., a Delaware corporation (“First Merger Sub”), Ventoux Merger Sub II LLC, a Delaware limited liability company (“Second Merger Sub”) and E La Carte, Inc., a Delaware corporation (the “Company”), and amends that certain Agreement and Plan of Merger dated as of November 10, 2021, as amended by that certain amendment to agreement and plan of merger dated as of April 1, 2022, by and among Acquiror, First Merger Sub, Second Merger Sub and the Company (the “Merger Agreement”). Capitalized terms used and not defined in this Amendment have the respective meanings given to such terms in the Merger Agreement.
AMENDED AND RESTATED SUBSCRIPTION AGREEMENTSubscription Agreement • July 26th, 2022 • Ventoux CCM Acquisition Corp. • Services-prepackaged software • Delaware
This AMENDED AND RESTATED SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on July 25, 2022 (the “Amendment Date”), by and between Ventoux CCM Acquisition Corp., a Delaware corporation (the “Company”), Lake Vineyard Fund LP and Silver Rock Empire Fund LP — Series 2022 (collectively, “Subscriber”), and, solely for the purposes of Section 8(d) herein, E la Carte, Inc., a Delaware corporation (“Presto”).
