Underwriting Agreement between BANYAN Acquisition Corporation and BTIG, LLC Dated January 19, 2022 BANYAN Acquisition Corporation UNDERWRITING AGREEMENTUnderwriting Agreement • January 24th, 2022 • Banyan Acquisition Corp • Blank checks • New York
The undersigned, Banyan Acquisition Corporation, a Delaware corporation (the “Company”), hereby confirms its agreement with BTIG, LLC (“BTIG” or the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter,” provided that, if only BTIG is listed on such Schedule A, any references to the underwriters shall refer exclusively to BTIG) as follows:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 24th, 2022 • Banyan Acquisition Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of January 19, 2022, by and between Banyan Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
WARRANT AGREEMENT BANYAN ACQUISITION CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated January 19, 2022Warrant Agreement • January 24th, 2022 • Banyan Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated January 19, 2022, is by and between Banyan Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
WARRANTS PURCHASE AGREEMENTWarrants Purchase Agreement • January 24th, 2022 • Banyan Acquisition Corp • Blank checks • New York
THIS WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of January 19, 2022, is entered into by and between Banyan Acquisition Corporation, a Delaware corporation (the “Company”), and BTIG, LLC (“BTIG” or the “Purchaser”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 24th, 2022 • Banyan Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 19, 2022, is made and entered into by and among Banyan Acquisition Corporation, a Delaware corporation (the “Company”), Banyan Acquisition Sponsor 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, together with the Sponsor, a “Holder” and collectively, the “Holders”).
SUPPORT SERVICES AGREEMENTSupport Services Agreement • January 24th, 2022 • Banyan Acquisition Corp • Blank checks • New York
This Support Services Agreement (this “Agreement”), dated as of January 19, 2022, is made and entered into by and between Banyan Acquisition Corporation, a Delaware corporation (the “Company”), and H&J SPAC Investors LLC, a Delaware limited liability company (the “Service Provider” and, together with the Company, the “Parties” and, each individually, a “Party”).
Banyan Acquisition Corporation Northbrook, Illinois 60062 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • January 24th, 2022 • Banyan Acquisition Corp • Blank checks
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 Banyan Acquisition Corporation, a Delaware corporation (the “Company”), and BTIG, LLC and with the other underwriters named on Schedule A thereto, as the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 24,150,000 of the Company’s units (including up to 3,150,000 units that may be purchased to cover the Underwriters’ option to purchase additional units, 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, subject to adjustment. The Units sha
