X0206 3 2022-09-21 0 0001822145 Presto Automation Inc. PRST 0001945146 Romulus Capital Partners II, LLC 307 HARVARD STREET CAMBRIDGE MA 02139 0 0 1 0 0001449998 ROMULUS CAPITAL I LP 307 HARVARD STREET CAMBRIDGE MA 02139 0 0 1 0 0001945124 Palatine Hill Ventures GP, LLC 307 HARVARD STREET CAMBRIDGE MA 02139 0 0 1 0 0001562217 Romulus Capital II, L.P. 307 HARVARD STREET CAMBRIDGE MA 02139 0 0 1 0 0001644261 Romulus Capital III, L.P. 307 HARVARD STREET CAMBRIDGE MA 02139 0 0 1 0 0001945149 Romulus ELC B3 Special Opportunity, L.P. 307 HARVARD STREET CAMBRIDGE MA 02139 0 0 1 0 0001815142 Zaffran Special Opportunities LLC 307 HARVARD STREET CAMBRIDGE MA 02139 0 0 1 0 0001945117 KKG Enterprises LLC 307 HARVARD STREET CAMBRIDGE MA 02139 0 0 1 0 0001945105 Chheda Neil 307 HARVARD STREET CAMBRIDGE MA 02139 0 0 1 0 Common Stock 244903 I By Romulus Capital I, L.P. Common Stock 3691313 I By Romulus Capital II, L.P. Common Stock 8118894 I By Romulus Capital III, L.P. Common Stock 162869 I By Romulus ELC B3 Special Opportunity, L.P. Common Stock 652740 I By Zaffran Special Opportunities LLC Common Stock 279680 I By KKG Enterprises LLC Earn-Out Shares Common Stock 70052 I By Romulus Capital I, L.P. Earn-Out Shares Common Stock 1055865 I By Romulus Capital II, L.P. Earn-Out Shares Common Stock 2322335 I By Romulus Capital III, L.P. Earn-Out Shares Common Stock 46587 I By Romulus ELC B3 Special Opportunity, L.P. Earn-Out Shares Common Stock 186710 I By Zaffran Special Opportunities LLC Earn-Out Shares Common Stock 80000 I By KKG Enterprises LLC The shares are held directly by Romulus Capital I, L.P. ("Romulus I"). Palatine Hill Ventures GP LLC ("Palatine Hill") is the general partner of Romulus I. Neil Chheda and Krishna K. Gupta are the managing members of Palatine Hill. Each Reporting Person disclaims beneficial ownership of the shares reported herein except to the extent of his or its pecuniary interest therein, if any, and the inclusion of these shares in this report shall not be deemed an admission that any Reporting Person is a beneficial owner of the securities reported in this filing for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The shares are held directly by Romulus Capital II, L.P. ("Romulus II"). Romulus Capital Partners II, LLC ("Romulus II GP") is the general partner of Romulus II. Neil Chheda and Krishna K. Gupta are the managing members of Romulus II GP. Each Reporting Person disclaims beneficial ownership of the shares reported herein except to the extent of his or its pecuniary interest therein, if any, and the inclusion of these shares in this report shall not be deemed an admission that any Reporting Person is a beneficial owner of the securities reported in this filing for purposes of Section 16 of the Exchange Act. The shares are held directly by Romulus Capital III, L.P. ("Romulus III"). Romulus II GP is the general partner of Romulus III. Neil Chheda and Krishna K. Gupta are the managing members of Romulus II GP. Each Reporting Person disclaims beneficial ownership of the shares reported herein except to the extent of his or its pecuniary interest therein, if any, and the inclusion of these shares in this report shall not be deemed an admission that any Reporting Person is a beneficial owner of the securities reported in this filing for purposes of Section 16 of the Exchange Act. The shares are held directly by Romulus ELC B3 Special Opportunity, L.P. ("Romulus ELC"). Romulus II GP is the general partner of Romulus ELC. Neil Chheda and Krishna K. Gupta are the managing members of Romulus II GP. Each Reporting Person disclaims beneficial ownership of the shares reported herein except to the extent of his or its pecuniary interest therein, if any, and the inclusion of these shares in this report shall not be deemed an admission that any Reporting Person is a beneficial owner of the securities reported in this filing for purposes of Section 16 of the Exchange Act. The shares are held directly by Zaffran Special Opportunities LLC ("Zaffran"). Krishna K. Gupta is the sole general partner of Zaffran. Each Reporting Person disclaims beneficial ownership of the shares reported herein except to the extent of his or its pecuniary interest therein, if any, and the inclusion of these shares in this report shall not be deemed an admission that any Reporting Person is a beneficial owner of the securities reported in this filing for purposes of Section 16 of the Exchange Act. The shares are held directly by KKG Enterprises LLC ("KKG Enterprises"). Krishna K. Gupta is the sole managing member of KKG Enterprises. Each Reporting Person disclaims beneficial ownership of the shares reported herein except to the extent of his or its pecuniary interest therein, if any, and the inclusion of these shares in this report shall not be deemed an admission that any Reporting Person is a beneficial owner of the securities reported in this filing for purposes of Section 16 of the Exchange Act. Each Earn-Out Share represents a contingent right to receive one share of the Issuer's common stock, $0.0001 par value per share (the "Common Stock"). The Earn-Out Shares shall vest and be released upon the satisfaction of certain share price vesting conditions as follows: one-half of the Earn-Out Shares will be issued if the volume weighted average price ("VWAP") of the Issuer's Common Stock equals or exceeds $12.50 over 20 trading days within any 30 trading day period on or before September 21, 2025, and one-half will be issued if the VWAP of the Issuer's Common Stock equals or exceeds $15.00 over 20 trading days within any 30 trading day period on or before September 21, 2027. Romulus Capital Partners II, LLC, By: /s/ Krishna K. Gupta, Managing Member 2022-10-03 Romulus Capital I, L.P., By: Palatine Hill Ventures GP LLC, General Partner, By: /s/ Krishna K. Gupta, Managing Member 2022-10-03 Palatine Hill Ventures GP LLC, By: /s/ Krishna K. Gupta, Managing Member 2022-10-03 Romulus Capital II, L.P., By: Romulus Capital Partners II, LLC, General Partner, By: /s/ Krishna K. Gupta, Managing Member 2022-10-03 Romulus Capital III, L.P., By: Romulus Capital Partners II, LLC, General Partner, By: /s/ Krishna K. Gupta, Managing Member 2022-10-03 Romulus ELC B3 Special Opportunity, L.P., By: Romulus Capital Partners II, LLC, General Partner, By: /s/ Krishna K. Gupta, Managing Member 2022-10-03 Zaffran Special Opportunities LLC, By: /s/ Krishna K. Gupta, General Partner 2022-10-03 KKG Enterprises LLC, By: /s/ Krishna K. Gupta, Managing Member 2022-10-03 /s/ Neil Chheda 2022-10-03