Exhibit 24

 

POWER OF ATTORNEY

 

Know all by these present, that the undersigned hereby constitutes and appoints Susan Shinoff of Presto Automation Inc. (the “Company”) as the undersigned’s true and lawful attorney-in-fact with full power of substitution to:

 

(1)prepare, submit, execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director of the Company, (a) Forms 3, 4, and 5 (and any amendments thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules promulgated thereunder, and (b) any other forms or reports the undersigned may be required to file in connection with the undersigned’s ownership, acquisition, or disposition of securities of the Company;

 

(2)do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5, or other form or report (or any amendments thereto), and timely file such form or report with the U.S. Securities and Exchange Commission and any stock exchange or similar authority; and

 

(3)take any other action of any type whatsoever in connection with the foregoing which, in the opinion of the attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by the attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as the attorney-in-fact may approve in the attorney-in-fact’s discretion.

 

The undersigned hereby grants to the attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that the attorney-in-fact, or the attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Exchange Act.

 

This Power of Attorney shall remain in full force and effect until the earlier of (a) the date that the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, (b) the time at which this Power of Attorney is revoked by the undersigned in a signed writing delivered to the attorney-in-fact, or (c) the time at which the attorney-in-fact is no longer employed by the Company or any of its subsidiaries.

 

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of this 7 day of February 2024.

 

  Signed and Acknowledged:
   
  By: /s/ Matthew MacDonald
  Name: Matthew MacDonald
  Title: Director

 

 

 

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