INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 1st, 2021 • Berenson Acquisition Corp. I • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of September 27, 2021, by and between Berenson Acquisition Corp. I, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 1st, 2021 • Berenson Acquisition Corp. I • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 27, 2021, is made and entered into by and among Berenson Acquisition Corp. I, a Delaware corporation (the “Company”), Berenson SPAC Holdings I, LLC, a Delaware limited liability company (the “Sponsor”) and the other parties listed on the signature pages hereto and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement (each such party, including the Sponsor, a “Holder” and collectively, the “Holders”).
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • October 1st, 2021 • Berenson Acquisition Corp. I • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is entered into as of September 27, 2021, by and between BERENSON ACQUISITION CORP. I, a Delaware corporation (the “Company”), and [•] (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 26th, 2024 • Berenson Acquisition Corp. I • Blank checks
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 22, 2024, is by and among Berenson Acquisition Corp. I, a Delaware corporation (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”).
BERENSON ACQUISITION CORP. I and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of September 27, 2021Warrant Agreement • October 1st, 2021 • Berenson Acquisition Corp. I • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of September 27, 2021, is by and between Berenson Acquisition Corp. I, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTTrust Agreement • September 10th, 2021 • Berenson Acquisition Corp. I • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [•], 2021, by and between Berenson Acquisition Corp. I, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Berenson Acquisition Corp. I New York, NY 10065Berenson Acquisition Corp. I • July 20th, 2021 • Blank checks • New York
We are pleased to accept the offer Berenson SPAC Holdings I, LLC (the “Subscriber” or “you”) has made to purchase 7,187,500 shares (“Founder Shares”) of the Class B common stock, $0.0001 par value per share (“Common Stock”), of Berenson Acquisition Corp. I, a Delaware corporation (the “Company”), up to 937,500 of which are subject to forfeiture by you if the underwriters of the proposed initial public offering (“IPO”) of the Company pursuant to the registration statement on Form S-1 expected to be filed by the Company in connection with the IPO (the “Registration Statement”) do not fully exercise their over-allotment option (the “Over-allotment Option”) as described below. The terms (this “Agreement”) on which the Company is willing to sell the Founder Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Founder Shares, are as follows:
September 27, 2021Letter Agreement • October 1st, 2021 • Berenson Acquisition Corp. I • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by and among Berenson Acquisition Corp. I, a Delaware corporation (the “Company”), and BofA Securities, Inc. and Wells Fargo Securities, LLC, as the representatives of the several underwriters named therein (each an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Initial Public Offering”), of up to 28,750,000 of the Company’s units (including up to 3,750,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of Class A common stock of the Company, par value $0.0001 per share (“Class A Common Stock”), and one-half of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share,
WARRANT PURCHASE AGREEMENT September 27, 2021Warrant Purchase Agreement • October 1st, 2021 • Berenson Acquisition Corp. I • Blank checks • New York
THIS WARRANT PURCHASE AGREEMENT (this “Agreement”), is entered into by and between Berenson Acquisition Corp. I, a Delaware corporation (the “Company”), and Berenson SPAC Holdings I, LLC, a Delaware limited liability company (the “Purchaser”).
Date: December 21, 2023 To: Berenson Acquisition Corp. I, a Delaware corporation (“Berenson”). Address: 667 Madison Avenue, 18th Floor New York, NY, 10016 From: ACM ARRT N LLC (“Seller”) Re: Cash-Settled Equity Derivative TransactionBerenson Acquisition Corp. I • December 28th, 2023 • Blank checks
This Confirmation, together with the Pricing Date Notices, evidences a complete binding agreement between Seller and Berenson as to the subject matter and terms of the Transaction to which this Confirmation relates and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
BERENSON ACQUISITION CORP. I New York, New York 10065Berenson Acquisition Corp. I • October 1st, 2021 • Blank checks • New York
This letter agreement by and between Berenson Acquisition Corp. I, a Delaware corporation (the “Company”), and Berenson SPAC Holdings I, LLC, a Delaware limited liability company (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The New York Stock Exchange (the “Listing Date”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement on Form S-1 (File No. 333-259470) filed with the Securities and Exchange Commission) (such earlier date hereinafter referred to as the “Termination Date”):
BERENSON ACQUISITION CORP. I (a Delaware corporation) 25,000,000 Units UNDERWRITING AGREEMENTUnderwriting Agreement • October 1st, 2021 • Berenson Acquisition Corp. I • Blank checks • New York
Berenson Acquisition Corp. I, a Delaware corporation (the “Company”), confirms its agreement with BofA Securities, Inc. (“BofA”) and Wells Fargo Securities, LLC (“Wells Fargo”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom BofA and Wells Fargo are acting as representatives (in such capacity, collectively, the “Representative”), with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of Units of the Company set forth in Schedule A hereto, totaling 25,000,000 Units (as defined below) in the aggregate, and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of 3,750,000 additional Units. Each Unit consists of one share of Class A common
SHARE PURCHASE AGREEMENTShare Purchase Agreement • December 28th, 2023 • Berenson Acquisition Corp. I • Blank checks
THIS SHARE PURCHASE AGREEMENT (as amended, this “Agreement”), is entered into as of December 21, 2023 (the “Effective Date”), by and between (i) Berenson Acquisition Corp. I, a Delaware corporation (the “SPAC”), and (iii) ACM ARRT N LLC, a Delaware limited liability company (the “Investor”).
FORM OF FORWARD PURCHASE AGREEMENT1Forward Purchase • September 10th, 2021 • Berenson Acquisition Corp. I • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of [●], 2021 between Berenson Acquisition Corp. I, a Delaware corporation (the “Company”), and [●] (the “Purchaser”).
FORM OF NON-REDEMPTION AGREEMENT AND ASSIGNMENT OF ECONOMIC INTERESTForm of Non-Redemption Agreement • March 21st, 2023 • Berenson Acquisition Corp. I • Blank checks • New York
This Non-Redemption Agreement and Assignment of Economic Interest (this “Agreement”) is entered as of March __, 2023 by and among Berenson Acquisition Corp. I (“BACA”), Berenson SPAC Holdings I, LLC (the “Sponsor”) and the undersigned investors (“Investor”).
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • December 29th, 2023 • Berenson Acquisition Corp. I • Blank checks
This SPONSOR SUPPORT AGREEMENT, dated as of December 22, 2023 (this “Agreement”), by and among Berenson SPAC Holdings I, LLC, a Delaware limited liability company (“Sponsor”), Berenson Acquisition Corp. I, a Delaware corporation (“BAC”), Custom Health, Inc., a Delaware corporation (the “Company”).
FORM OF REGISTRATION RIGHTS AND LOCK-UP AGREEMENTRegistration Rights and Lock-Up Agreement • December 29th, 2023 • Berenson Acquisition Corp. I • Blank checks • Delaware
This Registration Rights Agreement and Lock-Up Agreement (this “Agreement”) is made and entered into as of [•], 2024, by and among Berenson Acquisition Corp. I., a Delaware corporation (including its successors, “BAC”), and each of the undersigned parties listed on Schedule A hereto (each such party, together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement a “Holder” and collectively the “Holders”). Any capitalized term used but not defined herein will have the meaning ascribed to such term in the Business Combination Agreement (as defined below).
AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 30th, 2023 • Berenson Acquisition Corp. I • Blank checks • New York
THIS AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made effective as of March 28, 2023, by and between Berenson Acquisition Corp. I, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”), and amends that certain Investment Management Trust Agreement, effective as of September 27, 2021 (the “Trust Agreement”), by and between the parties hereto. Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in the Trust Agreement.
FORM OF INVESTMENT AGREEMENTForm of Investment Agreement • September 10th, 2021 • Berenson Acquisition Corp. I • Blank checks • New York
THIS INVESTMENT AGREEMENT (this “Agreement”), dated as of [●], 2021, is by and among (i) Berenson Acquisition Corp. I, a Delaware corporation (the “SPAC”), (ii) Berenson SPAC Holdings I, LLC, a Delaware limited liability company (the “Sponsor”), and (iii) [●] (the “Investor”).
BUSINESS COMBINATION AGREEMENT by and among Berenson Acquisition Corp. I, Continental Merger Sub Inc., and Custom Health, Inc. Dated as of December 22, 2023Business Combination Agreement • December 29th, 2023 • Berenson Acquisition Corp. I • Blank checks • Delaware
BUSINESS COMBINATION AGREEMENT, dated as of December 22, 2023 (this “Agreement”), by and among Berenson Acquisition Corp. I, a Delaware corporation (“BAC”), Continental Merger Sub Inc., a Delaware corporation (“Merger Sub”), and Custom Health, Inc., a Delaware corporation (the “Company”).
SENIOR SECURED NOTE PURCHASE AGREEMENTSenior Secured Note Purchase Agreement • April 26th, 2024 • Berenson Acquisition Corp. I • Blank checks • New York
This SENIOR SECURED NOTE PURCHASE AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Agreement”), dated as of April 22, 2024, is by and among Custom Health, Inc., a Delaware corporation with offices located at 8605 Santa Monica Blvd., PMG 64914, West Hollywood, CA 90069-4109 (the “Company”), the Guarantors (used herein as defined in the Guaranty referred to below) from time to time party hereto (together with the Company, collectively, the “Note Parties” and each a “Note Party”), Berenson Acquisition Corp. I, a Delaware corporation (“SPAC”), Funicular Funds, LP, a Delaware limited partnership (the “Lead Buyer”), as an investor and as collateral agent for the Buyers (in such capacity, the “Collateral Agent”), and each additional investor listed on the Schedule of Buyers attached hereto (such investor and the Lead Buyer individually referred to as a “Buyer”, and collectively, the “Buyers”). Any capitalized term not defined herein shall have the same meanin
STOCKHOLDER SUPPORT AGREEMENTStockholder Support Agreement • December 29th, 2023 • Berenson Acquisition Corp. I • Blank checks
STOCKHOLDER SUPPORT AGREEMENT, dated as of December 22, 2023 (this “Agreement”), by and among Berenson Acquisition Corp. I, a Delaware corporation (“BAC”), Custom Health, Inc., a Delaware corporation (the “Company”), and certain of the stockholders of the Company whose names appear on the signature pages of this Agreement (each, a “Stockholder” and, collectively, the “Stockholders”).
