SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 22nd, 2023 • Presto Automation Inc. • Services-prepackaged software • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 22, 2023, between Presto Automation Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 22nd, 2023 • Presto Automation Inc. • Services-prepackaged software
This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 22, 2023, between Presto Automation Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
Warrant To Purchase Common StockPresto Automation Inc. • May 22nd, 2023 • 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 Offshore 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), 264,296 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 17. This W
Warrant To Purchase Common StockPresto Automation Inc. • May 22nd, 2023 • 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, CEOF Holdings 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), 318,181 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 17. This Warrant is being issued purs
Second AMENDMENT TO CREDIT AGREEMENTCredit Agreement • May 22nd, 2023 • Presto Automation Inc. • Services-prepackaged software • New York
Second Amendment to Credit Agreement (this “Amendment”) dated as of May 22, 2023, is 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”) 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”).
E La Carte, LLCPresto Automation Inc. • May 22nd, 2023 • Services-prepackaged software • New York
Reference is hereby made to, and this fee letter (as amended, restated, supplemented or otherwise modified from time to time, the “Fee Letter”) is hereby incorporated by reference into, the Credit Agreement, dated as of September 21, 2022 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among E La Carte, LLC, a Delaware limited liability company (the “Borrower”), Presto Automation Inc., a Delaware corporation, the lenders from time to time party thereto (the “Lenders”), Metropolitan Partners Group Administration LLC, as administrative, payment and collateral agent for itself, as a Lender and for the other Lenders (the “Agent”). Any capitalized term used but not defined herein shall have the meaning assigned to such term in the Credit Agreement.
