entity in the First Merger and continuing (immediately following the First Merger) as a wholly-owned subsidiary of the Issuer (the “Surviving Corporation”) and (b) immediately following the First Merger and as part of the same overall transaction as the First Merger, the Surviving Corporation merged with and into Ventoux Merger Sub II (the “Second Merger”), with Ventoux Merger Sub II being the surviving entity in the Second Merger and continuing (immediately following the Second Merger) as a wholly-owned subsidiary of the Issuer (the “Mergers” and together with the other transactions contemplated by the Merger Agreement, the “Business Combination”).
At the Effective Time of the First Merger on the Closing Date (the “Effective Time”), each share of Common Stock of Legacy Presto issued and outstanding as of immediately prior to the Effective Time was converted into the right to receive shares of Common Stock of the Issuer. Pursuant to the Merger Agreement, the Reporting Persons received an aggregate of 4,429,505 shares of Common Stock.
The foregoing excludes the contingent right of I2BF Global to receive an aggregate of up to 1,252,717 shares of Common Stock (the “Earn-Out Shares”). The Earn-Out Shares shall vest and be released upon the satisfaction of certain share price vesting conditions as follows: (i) if, at any time prior to September 21, 2025 the volume-weighted average price (“VWAP”) of the Issuer’s Common Stock equals or exceeds $12.50 per share for any 20 trading days within a 30-trading day period, one half (1/2) of the Earnout Shares shall vest; and (ii) if, at any time prior to September 21, 2027, the VWAP of the Issuer’s Common Stock equals or exceeds $15.00 per share for any 20 trading days within a 30-trading day period, one half (1/2) of the Earnout Shares shall vest.
The foregoing description of the Merger Agreement, Amendment No. 1 and Amendment No. 2 do not purport to be complete and are qualified in their entirety by reference to the text of such agreements, copies of which are included as Exhibits 2, 3 and 4 to this Statement, respectively.
Amended and Restated Registration Rights Agreement
On the Closing Date, the Company entered into an Amended and Restated Registration Rights Agreement with certain securityholders and the other parties thereto (including the Reporting Persons, the “Holders”). Pursuant to the terms of the Amended and Restated Registration Rights Agreement, the Company will be obligated to file a registration statement to register the resale of certain securities of the Company held by the Holders. The Amended and Restated Registration Rights Agreement also provides the Holders with certain “demand” and “piggy-back” registration rights, subject to certain requirements and customary conditions.
The foregoing description of the Amended and Restated Registration Rights Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Form of Amended and Restated Registration Rights Agreement, a copy of which is filed as Exhibit 5 hereto, and is incorporated herein by reference.
Governance Agreement
At the Closing Date, the Company entered into a Governance Agreement (the “Governance Agreement”) with certain securityholders of the Company, including the Reporting Persons, to provide for certain governance rights and address certain governance matters relating to the Company. The Governance Agreement provides certain securityholders with the right to nominate one individual to the Company’s board of directors, subject to certain qualifications, requirements and exceptions as set forth therein, including varying equity holding threshold requirements.
The foregoing description of the Governance Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Governance Agreement, a form of which is attached as Exhibit 6 hereto, and the terms of which are incorporated herein by reference.
Presto Stockholder Support Agreement
In connection with the execution of the Merger Agreement, the Issuer, Legacy Presto and certain Legacy Presto Stockholders (including the Reporting Persons, the “Presto Supporting Stockholders”) entered into the Presto Stockholder Support Agreement, as amended on July 25, 2022. Among other things, the Presto Stockholder Support Agreement provides that during the period beginning on the Closing Date and ending 18 months after the Closing Date, the Presto Supporting Stockholders may not transfer any of their shares of Common Stock, except for certain limited permitted transfers.
