PUBLIC NOTICE OF ARTICLE 9 UCC SALE: Presto Automation LLC

NOTIFICATION OF PUBLIC DISPOSITION OF COLLATERAL

Reference is made to that certain Credit Agreement, dated as of September 21, 2022 (as amended by that certain Waiver and First Amendment to Credit Agreement, dated as of March 31, 2023, that certain Second Amendment to Credit Agreement, dated as of May 22, 2023, that certain Third Amendment to Credit Agreement, dated as of October 10, 2023, that certain Forbearance and Fourth Amendment to Credit Agreement, dated as of January 22, 2024, that certain Fifth Amendment to Credit Agreement and Acknowledgment, dated as of January 30, 2024, that certain Forbearance and Sixth Amendment to Credit Agreement, dated as of March 1, 2024, that certain Seventh Amendment to Credit Agreement, dated as of March 21, 2024, that certain Second Amendment to Cooperation Agreement and Eighth Amendment to Credit Agreement, dated as of August 26, 2024, that certain Ninth Amendment, dated as of September 19, 2024, and as further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Presto Automation LLC (f/k/a E La Carte, LLC, f/k/a E La Carte, Inc., f/k/a Ventoux Merger Sub II LLC), a Delaware limited liability company (“Borrower”), Presto Automation Inc. (f/k/a Ventoux CCM Acquisition Corp.), a Delaware corporation (“Parent”), each guarantor from time to time party thereto (together with Parent, the “Guarantors”; the Guarantors together with the Borrower, the “Loan Parties”), the lenders from time to time party thereto (the “Lenders”), and Metropolitan Partners Group Administration, LLC, a Delaware limited liability company, as administrative, payment and collateral agent for the Lenders (in such capacities, the “Agent”); and that certain Guarantee and Collateral Agreement, dated as of September 21, 2022 (as amended, restated, supplemented or otherwise modified from time to time, the “Security Agreement”), by and among Borrower, Parent and the Agent.  Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement.

Please take notice that the Agent, pursuant to the terms of the Loan Documents, NY UCC § 9-610 and 6 Del. C. § 9-610, will sell, at a PUBLIC SALE, all of the property of the Loan Parties that is subject to the Agent’s lien under applicable law (collectively, the “Collateral”), to the highest qualified bidder in public (the “Auction”) as follows.

Date:               Tuesday, November 19, 2024

Time:              10 a.m. E.T.  

Place:              Videoconference, details to be provided at a later time to Qualified Bidders.

The following information is provided regarding the public disposition:

1. The Collateral will be sold in a single lot, or in the Agent’s discretion, as may be announced at the time of the Auction, in separate lots.
2. Prospective bidders may request information regarding the Collateral and the Auction by e-mail to the Agent’s Sale Agent, Heidi Lipton, at [email protected].
3. The Auction will be conducted online by videoconference. Agent reserves the right to adjourn, delay, or terminate the Auction, or change the venue thereof, in its sole and absolute discretion. Bidders wishing to participate in the Auction must follow procedures to become a Qualified Bidder and then submit a bid in writing by e-mail to the Agent’s Sale Agent, Heidi Lipton, at [email protected], and to counsel to the Secured Party, Jeffrey T. Kucera and Emily K. Steele at K&L Gates LLP ([email protected]), by 5:00 p.m. E.T. on Friday, November 15, 2024.  Bidders will receive the details to become a Qualified Bidder from the Agent’s Sale Agent.  Bidders will need to submit a binding written bid and provide a deposit to participate in the Auction.  Bidding at the Auction will be in person via videoconference or by approved designated agent of the bidder.
4. The Collateral may be purchased only in whole, or in Agent’s sole and complete discretion, in part, for cash or cash equivalent (including wire transfers), or by other means of value delivered to the Agent at the time and place of sale. Any Lender, as a secured party, may bid for and purchase all or a portion of the Collateral by credit bid up to the amount of its claim against the Loan Parties, including, without limitation, expenses of the public sale, principal, and accrued interest.  Unless otherwise expressly proclaimed in the Auction, any bid by a Lender for the Collateral will be deemed to be a credit bid.  Any portion of the consideration that is not a credit bid for the Collateral, whether by a Lender or any other person, shall be due and payable, and delivered to the Agent at the conclusion of the Auction (but prior to the consummation of the sale), with any cash payable in immediately available funds, or on other terms determined by the Agent in its sole discretion.
5. The Agent reserves the right to adjourn, delay, or terminate the sale, or change the venue thereof, by announcement at the time and place of sale in its sole and absolute discretion, and such sale may, without further notice, be made at the time and place to which it was so adjourned or delayed.
6. For further information on the terms and conditions of the sale, prospective bidders may contact the Sale Agent, Heidi Lipton, at [email protected].

THE PUBLIC SALE SHALL BE “AS IS” AND “WHERE IS,” WITHOUT EXPRESSED OR IMPLIED REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE WHATSOEVER, AND ALL WARRANTIES OF TITLE, POSSESSION, QUIET ENJOYMENT, MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR THE LIKE ARE EXPRESSLY DISCLAIMED.  The sale shall be subject to such further conditions as may be announced by the Agent, the Sale Agent, or their respective agents at the start of the Auction.  Sale of the Collateral does not affect the rights of the Agent and the Lenders to pursue any other rights or remedies they may have against the Loan Parties or any other party.

The Loan Parties are entitled to an accounting of the unpaid indebtedness secured by the property that the Agent intends to sell.  The Loan Parties may request an accounting by contacting the Sale Agent, Heidi Lipton, at [email protected].

The Loan Parties will be liable for any deficiency remaining after the sale of the Collateral, and the sale of the Collateral shall not limit the Agent’s or the Lenders’ rights with respect to other Collateral or against any secondary or co-obligors in respect of the remaining obligations secured thereby.