Item 1.01. Entry into a Material Definitive Agreement.
First Amendment to Credit Agreement
On March 31, 2023, Presto Automation Inc. (“Presto”) entered into a First Amendment to Credit Agreement (the “First Amendment”) with Metropolitan Partners Group Administration, LLC (“Metropolitan”), the administrative, payment and collateral agent for the lenders, in which the parties amended certain covenants and payment provisions of the existing credit agreement, dated as of September 21, 2022 (the “Credit Agreement”). A copy of the First Amendment is attached to this report as Exhibit 10.2.
The foregoing summary of the Credit Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the First Amendment filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Fee Letter
On March 31, 2023, Presto, in connection with the First Amendment and in consideration for Metropolitan’s entering into the First Amendment, entered into the Amended and Restated Fee Letter (the “Fee Letter”) with Metropolitan, pursuant to which Presto paid an amendment fee equal to $200,000 and granted warrants to purchase 400,000 shares of common stock, par value $0.0001 per share (“Common Stock”) of Presto, with an exercise price of $0.01 per share (the “Warrants”), to Metropolitan Levered Partners Fund VII, LP, Metropolitan Partners Fund VII, LP, Metropolitan Offshore Partners Fund VII, LP and CEOF Holdings LP (the “Metropolitan Entities”). A copy of the Fee Letter is attached to this report as Exhibit 10.2.
The foregoing summary of the Fee Letter does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Fee Letter filed as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.
Warrant to Purchase Common Stock
On March 31, 2023, in accordance with the terms of the First Amendment and the Fee Letter, Presto executed certain Warrants to Purchase Common Stock (the “Warrant Agreements”) with each of the Metropolitan Entities. The Warrants were granted in connection with Metropolitan entering into the First Amendment and the Fee Letter.
The foregoing summary of the Warrants does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Warrant Agreements filed as Exhibits 10.3, 10.4, 10.5 and 10.6 to this Current Report on Form 8-K and incorporated herein by reference.
Registration Rights Agreement
On March 31, 2023, in accordance with the terms of the First Amendment, Presto entered into the Registration Rights Agreement (the “Registration Rights Agreement”) with the Metropolitan Entities, pursuant to which Presto agreed to provide customary registration rights to the Metropolitan Entities with respect to the shares of Common Stock issuable upon exercise of the Warrants described above.
The foregoing summary of the Registration Rights Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Registration Rights Agreement filed as Exhibit 10.7 to this Current Report on Form 8-K and incorporated herein by reference.