AMENDED AND RESTATED WARRANT AGREEMENTWarrant Agreement • September 27th, 2022 • Presto Automation Inc. • Services-prepackaged software • New York
This AMENDED AND RESTATED WARRANT AGREEMENT (“Warrant Agreement”) is made as of September 21, 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 • September 27th, 2022 • Presto Automation Inc. • Services-prepackaged software • Delaware
This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of September 21, 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) Metropolitan Levered Partners Fund VII, LP, Metropolitan Partners Fund VII, LP and CEOF Holdings LP (collectively, the “Metropolitan Parties”), (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 ot
FORM OF] INDEMNITY AGREEMENTIndemnity Agreement • September 27th, 2022 • Presto Automation Inc. • Services-prepackaged software • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 202[●], by and between Presto Automation Inc., a Delaware corporation (the “Company”), and [●] (“Indemnitee”).
CREDIT AGREEMENTCredit Agreement • September 27th, 2022 • Presto Automation Inc. • Services-prepackaged software • New York
THIS CREDIT AGREEMENT (this “Agreement”), dated as of September 21, 2022, is entered into by and among 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”), 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 (“Metropolitan”), as administrative, payment and collateral agent for itself, as a Lender and for the other Lenders (in such capacities, “Agent”).
GOVERNANCE AGREEMENTGovernance Agreement • September 27th, 2022 • Presto Automation Inc. • Services-prepackaged software • Delaware
THIS GOVERNANCE AGREEMENT, dated as of September 21, 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.
