Amended and Restated Warrant To Purchase Common StockPresto Automation Inc. • November 21st, 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), 634,200 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 Amended and Restated 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 i
AMENDED AND RESTATED GOVERNANCE AGREEMENTGovernance Agreement • November 21st, 2023 • Presto Automation Inc. • Services-prepackaged software • Delaware
THIS AMENDED AND RESTATED GOVERNANCE AGREEMENT, dated as of November 16, 2023, is entered into by and among (i) Presto Automation Inc., a Delaware corporation (the “Company”), (ii) the REMUS Stockholders (as defined herein), (iii) Presto CA LLC, a Delaware limited liability company (“CA,” and together with the REMUS Stockholders, collectively, the “Principal Stockholders” and each a “Principal Stockholder”) and (iv) 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.
PRESTO AUTOMATION INC. Placement Agency AgreementPlacement Agency Agreement • November 21st, 2023 • Presto Automation Inc. • Services-prepackaged software • New York
Subject to the terms and conditions herein (this “Agreement”), Presto Automation Inc., a Delaware corporation (the “Company”), hereby agrees to sell an aggregate of up to 8,300,000 shares (the “Shares”) of the Company’s common stock, $0.0001 par value (the “Common Stock”) directly to various investors (each, an “Investor” and collectively, the “Investors”) through the several placement agents listed in Schedule 1 hereto (the “Placement Agents”), for whom you are acting as representative (the “Representative”). The documents executed and delivered by the Company and the Investors in connection with the Offering (as defined below), including, without limitation, common stock purchase agreements (each, a “Purchase Agreement”), shall be collectively referred to herein as the “Transaction Documents.” The purchase price to the Investors for each Share is $1.00, unless otherwise set forth in a Purchase Agreement. The Placement Agents may retain other brokers or dealers to act as sub-agents or
AMENDMENT NO. 1 TO GOVERNANCE AGREEMENTGovernance Agreement • November 21st, 2023 • Presto Automation Inc. • Services-prepackaged software
THIS AMENDMENT NO. 1 TO GOVERNANCE AGREEMENT, dated as of November 14, 2023, 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 (“Former Chief Executive Officer”) and (iv) Presto CA LLC, a Delaware limited liability company (“CA,” and together with the REMUS Stockholders and the Former Chief Executive Officer, collectively, the “Principal Stockholders” and each a “Principal Stockholder”), and amends that certain Governance Agreement dated as of September 21, 2022, by and among the Company, the Principal Stockholders and solely for purposes Section 2.3, Section 2.5 and Article III, I2BF Global Investments Ltd., a Cayman Islands exempted company (the “Governance Agreement”). Capitalized terms used and not defined in this Amendment have the respective meanings given to such terms in the Governance Agreement.
STOCKHOLDERS AGREEMENTStockholders Agreement • November 21st, 2023 • Presto Automation Inc. • Services-prepackaged software • Delaware
THIS STOCKHOLDERS AGREEMENT, dated as of November 15, 2023, is entered into by and among (i) Presto Automation Inc., a Delaware corporation (the “Company”), (ii) the REMUS Stockholder (as defined herein) and (iii) Presto CA LLC, a Delaware limited liability company (“CA,” and together with the REMUS Stockholder, collectively, the “Principal Stockholders” and each a “Principal Stockholder”). Capitalized terms used herein without definition shall have the meanings set forth in Section 1.1.
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • November 21st, 2023 • Presto Automation Inc. • Services-prepackaged software • New York
This Common Stock Purchase Agreement (this “Agreement”) is dated as of November 16, 2023, between Presto Automation Inc., a Delaware corporation (the “Company”), and the undersigned purchaser (including the purchaser’s successors and assigns, the “Purchaser”).
