Toast, Inc. Class A Common Stock, par value $0.000001 per share Underwriting AgreementUnderwriting Agreement • September 13th, 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”).
ContractToast, Inc. • August 27th, 2021 • 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.
TOAST, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • September 13th, 2021 • Toast, Inc. • Services-computer processing & data preparation • Delaware
This Indemnification Agreement (“Agreement”) is made as of ________________ by and between Toast, Inc., a Delaware corporation (the “Company”), and ____________ (“Indemnitee”).
ContractEnglish Warrant 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.
AGREEMENT FOR TERMINATION OF LEASE AND VOLUNTARY SURRENDER OF PREMISESToast, Inc. • May 8th, 2023 • Services-computer processing & data preparation
This Agreement for Termination of Lease and Voluntary Surrender of Premises (this “Agreement”) is made and entered into as of May 4, 2023 (the “Effective Date”), by and between ARE-MA REGION NO. 88 TENANT, LLC, a Delaware limited liability company (“Landlord”), and TOAST, INC., a Delaware corporation (“Tenant”), with reference to the following:
ContractToast, Inc. • August 27th, 2021 • 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 AGREEMENTMerchant 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:
SUBLEASE AGREEMENTSublease Agreement • November 8th, 2023 • Toast, Inc. • Services-computer processing & data preparation
This Sublease Agreement (this “Sublease”) is made effective as of August 7, 2023 (the “Effective Date”), by and between GOTO GROUP, INC., a Delaware corporation (as successor-in-interest to LogMeIn, Inc.) (“Sublandlord”), and TOAST, INC. a Delaware corporation (“Subtenant”). Sublandlord agrees to sublease to Subtenant, and Subtenant agrees to sublease from Sublandlord, a portion of the Master Premises (defined below) comprising approximately 101,735 total rentable square feet as follows: approximately 15,339 rentable square feet of space on the Fourth (4th) Floor (“Fourth Floor Premises”), approximately 15,339 rentable square feet of space on the Third (3rd) Floor (“Third Floor Premises”), approximately 15,339 rentable square feet of space on the Second (2nd) Floor (“Second Floor Premises”), approximately 14,713 rentable square feet of space on the First (1st) Floor (“First Floor Premises”), approximately 11,198 rentable square feet of space on the Mezzanine (“Mezzanine Premises”), app
ContractToast, Inc. • March 1st, 2022 • Services-computer processing & data preparation • New York
THIS WARRANT, ANY SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS WARRANT, OR ANY NEW WARRANTS ISSUABLE UPON EXCHANGE OF THIS WARRANT, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH TRANSFER MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT, AS AMENDED.
TOAST, INC. CHIEF EXECUTIVE OFFICER SEVERANCE LETTEROfficer Severance Letter • 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.
ContractTermination Agreement • November 8th, 2023 • Toast, Inc. • Services-computer processing & data preparation
Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. Information that was omitted has been noted in this document with a placeholder identified by the mark “[***]”.
