Warrant To Purchase Common StockPresto Automation Inc. • October 11th, 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), 317,100 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
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 11th, 2023 • Presto Automation Inc. • Services-prepackaged software • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October 10, 2023, between Presto Automation Inc., a Delaware corporation (the “Company”), and the purchaser identified on the signature pages hereto (including its successors and assigns, the “Purchaser”).
Warrant To Purchase Common StockPresto Automation Inc. • October 11th, 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), 3,182 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 pursua
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • October 11th, 2023 • Presto Automation Inc. • Services-prepackaged software • New York
FOR VALUE RECEIVED, PRESTO AUTOMATION LLC (f/k/a E La Carte, LLC, f/k/a Ventoux Merger Sub II LLC) a Delaware limited liability company (“Borrower”), hereby unconditionally promises to pay to the order of [_______________] (the “Lender”), the principal amount of [______________] and no/100 Dollars ($[________]), or, if less, the aggregate unpaid principal amount of the Term Loan of the Lender to the Borrower, payable at such times and in such amounts as are specified in the Agreement (as defined below).
Presto Automation LLCPresto Automation Inc. • October 11th, 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 Presto Automation LLC (f/k/a 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.
