Amended and Restated Side Letter to the Contribution Agreement, dated as of January 12, 2023, by and between Postmates, LLC and the Company

Exhibit 10.8

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***].”

Serve Robotics Inc.

January 12, 2023

Uber Technologies, Inc.

1515 3rd Street

San Francisco, California 94158

Re: Amended and Restated Side Letter

Dear Uber Technologies, Inc.:

Reference is hereby made to (i) that certain Contribution and License Agreement, dated as of February 24, 2021, by and between Serve Robotics, Inc., a Delaware corporation (the “Company”) and Postmates, LLC, a Delaware limited liability company (“Postmates”), a wholly-owned subsidiary of Uber Technologies, Inc., a Delaware corporation (together with its Affiliates (including Postmates), “Uber”) (the “Contribution Agreement”), (ii) that certain Simple Agreement for Future Equity, dated as of February 24, 2021, issued by the Company to Postmates (the “2021 SAFE”), (iii) that certain Simple Agreement for Future Equity, dated as of the date hereof, issued by the Company to Postmates (the “2023 SAFE” and, together with the 2021 SAFE, the “SAFEs” and each, a “SAFE”) and (iv) that certain Side Letter, dated as of February 24, 2021, by and among the Company, Postmates and Uber (the “Prior Side Letter”). In connection with, and as a condition precedent to, Postmates’ investment in the Company pursuant to the 2023 SAFE, the Company, Postmates and Uber have agreed to amend and restate the Prior Side Letter in its entirety as set forth herein (this “Side Letter”).

“Affiliate” means, with respect to any Person, any other Person that, directly or indirectly, controls, or is controlled by, or is under common control with, such Person. For this purpose, “control” (including, with its correlative meanings, “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of management or policies of a Person, whether through the ownership of securities or partnership or other ownership interests, by contract or otherwise.

“Convertible Securities” means (i) all outstanding Simple Agreements for Future Equity, including, for the avoidance of doubt, those issued prior to the 2023 SAFE which remain outstanding and (ii) convertible securities that the Company may issue after the issuance of the 2023 SAFE with the principal purpose of raising capital, including but not limited to, other Simple Agreements for Future Equity, convertible debt instruments and other convertible securities. Convertible Securities excludes: (a) options issued pursuant to any equity incentive or similar plan of the Company; (b) convertible securities issued or issuable to (x) banks, equipment lessors, financial institutions or other persons engaged in the business of making loans pursuant to a debt financing or commercial leasing or (b) suppliers or third party service providers in connection with the provision of goods or services pursuant to transactions; and (c) convertible securities issued or issuable in connection with sponsored research, collaboration, technology license, development, OEM, marketing or other similar agreements or strategic partnerships.

“New Securities” means any equity securities of the Company, whether or not currently authorized, as well as rights, options, or warrants to purchase such equity securities, or securities of any type whatsoever that are, or may become, convertible or exchangeable into or exercisable for such equity securities (other than equity securities to be issued (i) to service providers, financial institutions, equipment lessors, brokers or similar persons in connection with commercial credit arrangements, equipment financings, commercial property lease transactions or similar transactions, (ii) in connection with collaboration agreements or technology license agreements, and (iii) as acquisition consideration pursuant to the acquisition of another corporation).

“Person” means any individual, firm, corporation, partnership, association, limited liability company, trust or any other entity.

“Pro Rata Share” means the proportion that the shares of the Company’s common stock held by Uber (including all shares of common stock issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of any preferred stock and any other securities convertible or exercisable into preferred stock or common stock then held by Uber) bears to the total common stock of the Company then outstanding (assuming full conversion and/or exercise, as applicable, of all preferred stock and any other securities convertible or exercisable into preferred stock or common stock then outstanding).

“Sale of the Company” means any of the following: (i) a transaction or series of related transactions in which a Person, or a group of related Persons, acquires from the Company or stockholders of the Company shares representing more than fifty percent (50%) of the outstanding voting power of the Company; (ii) a merger or consolidation in which the Company is a constituent party or a subsidiary of the Company is a constituent party and the Company issues shares of its capital stock pursuant to such merger or consolidation, except any such merger or consolidation involving the Company or a subsidiary of the Company in which the shares of capital stock of the Company outstanding immediately prior to such merger or consolidation continue to represent, or are converted into or exchanged for shares of capital stock that represent, immediately following such merger or consolidation, at least a majority of the capital stock of (a) the surviving or resulting corporation; or (b) if the surviving or resulting corporation is a wholly owned subsidiary of another corporation immediately following such merger or consolidation, the parent corporation of such surviving or resulting corporation; or (iii) (a) the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by the Company or any subsidiary of the Company of all or substantially all the assets of the Company and its subsidiaries taken as a whole or (b) the sale or disposition (whether by merger, consolidation or otherwise, and whether in a single transaction or a series of related transactions) of one or more subsidiaries of the Company if substantially all of the assets of the Company and its subsidiaries taken as a whole are held by such subsidiary or subsidiaries, except where such sale, lease, transfer, exclusive license or other disposition is to a wholly owned subsidiary of the Company.

“SEC” means the United States Securities and Exchange Commission.

“Securities” means the SAFEs and any capital stock or other securities of the Company issued upon conversion thereof (and upon further conversion of such capital stock or other securities).

“Specified Competitor” means [***].

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[Serve Robotics – Side Letter re Additional Rights]

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