AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among PATRICIA ACQUISITION CORP., a Delaware corporation, SERVE ACQUISITION CORP., a Delaware corporation and SERVE ROBOTICS INC., a Delaware corporation July 31, 2023Agreement and Plan of Merger and Reorganization • August 4th, 2023 • Serve Robotics Inc. /DE/ • Blank checks • Delaware
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”), dated as of July 31, 2023, by and among PATRICIA ACQUISITION CORP., a Delaware corporation (the “Parent”), SERVE ACQUISITION CORP., a Delaware corporation (the “Acquisition Subsidiary”), and SERVE ROBOTICS INC., a Delaware corporation (the “Company”). The Parent, the Acquisition Subsidiary and the Company are each a “Party” and referred to collectively herein as the “Parties.”
INDEMNITY AGREEMENTIndemnity Agreement • August 4th, 2023 • Serve Robotics Inc. /DE/ • Blank checks • Delaware
This Indemnity Agreement (the “Agreement”), dated as of June [*], 2023, is entered into by and among Patricia Acquisition Corp., a Delaware corporation (the “Parent”), Serve Robotics Inc., a Delaware corporation (“Serve” and together with the Parent, the “Companies”), and the undersigned Indemnitee (the “Indemnitee”).
SUBSCRIPTION AGREEMENTSubscription Agreement • August 4th, 2023 • Serve Robotics Inc. /DE/ • Blank checks • New York
This Subscription Agreement (this “Agreement”) has been entered into by and between the purchaser set forth on the Omnibus Signature Page hereof (the “Purchaser”) and Patricia Acquisition Corp. (to be renamed “Serve Robotics Inc.” upon consummation of the Merger (as defined below)), a Delaware corporation (the “Company”), in connection with the private placement offering (the “Offering”) by the Company.
ContractServe Robotics Inc. /DE/ • August 4th, 2023 • Blank checks
THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD IN ACCORDANCE WITH RULE 144 UNDER SUCH ACT.
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***].” Master Framework AgreementMaster Framework Agreement • August 4th, 2023 • Serve Robotics Inc. /DE/ • Blank checks • California
This Master Framework Agreement (this “Agreement”) is entered into as of September 3rd, 2021 (“Effective Date”) between Uber Technologies Inc., a Delaware corporation with its principal place of business at 1515 3rd Street, San Francisco, CA 94158 (“Uber”), and Serve Robotics Inc., a Delaware corporation, with its principal place of business at 730 Broadway, Redwood City, CA 94063 (“Company”). The Company and Uber are each a “Party” and together the “Parties”.
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***].” Serve Robotics Inc.Contribution Agreement • August 4th, 2023 • Serve Robotics Inc. /DE/ • Blank checks
Reference is hereby made to (i) that certain Contribution and License Agreement, dated as of February 24, 2021, by and between Serve Robotics, Inc., a Delaware corporation (the “Company”) and Postmates, LLC, a Delaware limited liability company (“Postmates”), a wholly-owned subsidiary of Uber Technologies, Inc., a Delaware corporation (together with its Affiliates (including Postmates), “Uber”) (the “Contribution Agreement”), (ii) that certain Simple Agreement for Future Equity, dated as of February 24, 2021, issued by the Company to Postmates (the “2021 SAFE”), (iii) that certain Simple Agreement for Future Equity, dated as of the date hereof, issued by the Company to Postmates (the “2023 SAFE” and, together with the 2021 SAFE, the “SAFEs” and each, a “SAFE”) and (iv) that certain Side Letter, dated as of February 24, 2021, by and among the Company, Postmates and Uber (the “Prior Side Letter”). In connection with, and as a condition precedent to, Postmates’ investment in the Company p
SERVE ROBOTICS INC.Serve Robotics Inc. /DE/ • August 4th, 2023 • Blank checks
The purpose of this letter agreement is to inform you of a termination payment that you may be entitled to receive upon your separation from service with Serve Robotics Inc., a Delaware corporation (the “Company”).
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***].” Amendment No. 1 to the...Master Framework Agreement • August 4th, 2023 • Serve Robotics Inc. /DE/ • Blank checks
This Amendment No. 1 to the Master Framework Agreement (“Amendment”) is entered into by and between Uber Technologies Inc., a Delaware corporation with its principal place of business at 1515 3rd Street, San Francisco, CA 94158 (“Uber”), and Serve Robotics Inc. a Delaware Corporation, with a place of business at 730 Broadway, Redwood City, CA 94063 (“Company”).
THIRD Amendment to Loan and security agreementLoan and Security Agreement • August 4th, 2023 • Serve Robotics Inc. /DE/ • Blank checks • California
This Third Amendment to Loan and Security Agreement (this “Amendment”) is entered into as of July 28, 2023, by and between Silicon Valley Bank, a division of First-Citizens Bank & Trust Company (successor by purchase to the Federal Deposit Insurance Corporation as Receiver for Silicon Valley Bridge Bank, N.A. (as successor to Silicon Valley Bank)) (“Bank”) and Serve Robotics Inc., a Delaware corporation (“Borrower”).
SERVE ROBOTICS INC.Serve Robotics Inc. /DE/ • August 4th, 2023 • Blank checks
The purpose of this letter agreement is to inform you of a termination payment that you may be entitled to receive upon your separation from service with Serve Robotics Inc., a Delaware corporation (the “Company”).
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • August 4th, 2023 • Serve Robotics Inc. /DE/ • Blank checks • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into effective as of , 2023, among Serve Robotics Inc., a Delaware corporation (f.k.a. Patricia Acquisition Corp.) (the “Company”), the persons who have purchased the Offering Shares (as defined below) and have executed omnibus or counterpart signature page(s) hereto (each, a “Purchaser” and collectively, the “Purchasers”), the persons or entities identified on Schedule 1 hereto holding Bridge Notes and Bridge Warrants (collectively, the “Bridge Holders”), the persons or entities identified on Schedule 2 hereto holding Bridge Broker Warrants and/or Placement Agent Warrants (collectively, the “Brokers”), the persons or entities identified on Schedule 3 hereto holding Merger Shares (as defined below), and the persons or entities identified on Schedule 4 hereto holding Registrable Pre-Merger Shares (as defined below). Capitalized terms used herein shall have the meanings ascribed to them in Section 1 below or in the
LEASE AGREEMENTLease Agreement • August 4th, 2023 • Serve Robotics Inc. /DE/ • Blank checks
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 4th, 2023 • Serve Robotics Inc. /DE/ • Blank checks
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) is dated as of the Effective Date between SILICON VALLEY BANK, a California corporation (“Bank”), and the borrower listed on Schedule I hereto (“Borrower”). The parties agree as follows:
FORM OF LOCK-UP AGREEMENTForm of Lock-Up Agreement • August 4th, 2023 • Serve Robotics Inc. /DE/ • Blank checks • New York
This LOCK-UP AGREEMENT (this “Agreement”) is made as of June [*], 2023, by and between the undersigned person or entity (the “Restricted Holder”) and Serve Robotics Inc. (formerly known as Patricia Acquisition Corp.), a Delaware corporation (the “Parent”). Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Merger Agreement (as defined below).
SECOND Amendment to Loan and security agreementLoan and Security Agreement • August 4th, 2023 • Serve Robotics Inc. /DE/ • Blank checks • California
This Second Amendment to Loan and Security Agreement (this “Amendment”) is entered into as of April 21, 2023, by and between Silicon Valley Bank, a division of First-Citizens Bank & Trust Company (successor by purchase to the Federal Deposit Insurance Corporation as Receiver for Silicon Valley Bridge Bank, N.A. (as successor to Silicon Valley Bank)) (“Bank”) and Serve Robotics Inc., a Delaware corporation (“Borrower”).
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***].” Amendment No. 2 to the...Master Framework Agreement • August 4th, 2023 • Serve Robotics Inc. /DE/ • Blank checks
This Amendment No. 2 to the Master Framework Agreement (“Amendment 2”) is entered into by and between Uber Technologies Inc., a Delaware corporation with its principal place of business at 1515 3rd Street, San Francisco, CA 94158 (“Uber”), and Serve Robotics Inc. a Delaware Corporation, with a place of business at 730 Broadway, Redwood City, CA 94063 (“Company”).
CONTRIBUTION AND LICENSE AGREEMENTContribution and License Agreement • August 4th, 2023 • Serve Robotics Inc. /DE/ • Blank checks • California
This Contribution and License Agreement (this “Agreement”) is made as of February 24, 2021 (the “Effective Date”) by and between Postmates, LLC, a Delaware limited liability company (“Postmates”), a wholly-owned subsidiary of Uber Technologies, Inc., a Delaware corporation (“Uber”), and Serve Robotics Inc., a Delaware corporation (“SpinCo”). Each of Postmates and SpinCo, are a “Party” and together they are the “Parties”.
STRATEGIC CUSTOMER AGREEMENTStrategic Customer Agreement • August 4th, 2023 • Serve Robotics Inc. /DE/ • Blank checks • California
This Strategic Customer Agreement (“Agreement”) is entered into on December 31, 2021(the “Effective Date”) by and between Ouster, Inc., a Delaware corporation, with its principal place of business at 350 Treat Avenue, San Francisco, CA 94110 (“Vendor”) and Serve Robotics, a Delaware corporation, with its principal place of business at 730 Broadway, Redwood City, CA 94063 (“Customer”). Vendor and Customer may be referred to herein, collectively, as the “Parties” and individually, as a “Party.”
LEASE AGREEMENTLease Agreement • August 4th, 2023 • Serve Robotics Inc. /DE/ • Blank checks
This Lease Agreement, dated June 6, 2022 by and between FARNAM STREET FINANCIAL, INC. (the “Lessor”) with an office located at 5850 Opus Parkway, Suite 240, Minnetonka, MN 55343 and SERVE ROBOTICS INC. (the “Lessee”) with an office located at 730 Broadway Street, Redwood City, CA 94063.
CONSENT AND FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 4th, 2023 • Serve Robotics Inc. /DE/ • Blank checks • California
This Consent and First Amendment to Loan and Security Agreement (this “Consent”) is entered into as of October 11, 2022, by and between Silicon Valley Bank (“Bank”) and Serve Robotics Inc., a Delaware corporation (“Borrower”).
