Business Combination AGREEMENT by and among BANYAN ACQUISITION CORPORATION, PANTHER MERGER SUB inc. AND PINSTRIPES, INC. Dated as of JUNE 22, 2023Business Combination Agreement • June 23rd, 2023 • Banyan Acquisition Corp • Blank checks • Delaware
This Business Combination Agreement (this “Agreement”) is made and entered into as of June 22, 2023 (the “Execution Date”) by and among (a) Banyan Acquisition Corporation, a Delaware corporation (the “SPAC”), (b) Panther Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of the SPAC (“Merger Sub”, together with the SPAC, the “SPAC Parties”), and (c) Pinstripes, Inc., a Delaware corporation (the “Company”). The SPAC, Merger Sub and the Company shall each also be referred to herein from time to time as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein have their respective meanings as set forth in Section 1.1.
DIRECTOR DESIGNATION AGREEMENTDirector Designation Agreement • June 23rd, 2023 • Banyan Acquisition Corp • Blank checks • Delaware
This DIRECTOR DESIGNATION AGREEMENT (as the same may be amended from time to time in accordance with its terms, the “Agreement”) is entered into as of [●], 2023 (the “Effective Date”), by and among [Pinstripes Holdings, Inc.], a Delaware corporation (the “Issuer”) and the Key Individual (as hereinafter defined).
Banyan Acquisition CorporationLetter Agreement • June 23rd, 2023 • Banyan Acquisition Corp • Blank checks
Reference is made to that certain Business Combination Agreement (the “BCA”), dated as of the date hereof, by and among Pinstripes, Inc., a Delaware corporation (the “Company”), Banyan Acquisition Corporation, a Delaware corporation (“SPAC”), and Panther Merger Sub Inc., a Delaware corporation and wholly owned direct subsidiary of SPAC (“Merger Sub”). This letter agreement (this “Letter Agreement”) is being entered into and delivered by SPAC, the Company and each of Banyan Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and George Courtot, Bruce Lubin, Otis Carter, Kimberley Annette Rimsza, Matt Jaffee and Brett Biggs (the “Insiders” together with the Sponsor, the “Founder Shareholders”) in connection with the transactions contemplated by the BCA. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the BCA.
SECURITY HOLDER SUPPORT AGREEMENTSecurity Holder Support Agreement • June 23rd, 2023 • Banyan Acquisition Corp • Blank checks
This SECURITY HOLDER SUPPORT AGREEMENT (this “Agreement”) is entered into as of June 22, 2023, by and among Banyan Acquisition Corporation, a Delaware corporation (the “SPAC”), Pinstripes, Inc., a Delaware corporation (the “Company”), and the security holders of the Company listed on Schedule A and the signature pages hereto (each, a “Security Holder” and, collectively, the “Security Holders”). Each of the SPAC, the Company and the Security Holders are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Business Combination Agreement (defined below).
LOCKUP AGREEMENTLockup Agreement • June 23rd, 2023 • Banyan Acquisition Corp • Blank checks
This LOCKUP AGREEMENT (this “Agreement”) is entered into as of June 22, 2023, by and among Banyan Acquisition Corporation, a Delaware corporation (the “SPAC”), Pinstripes, Inc., a Delaware corporation (the “Company”), and the security holders listed on Schedule A and the signature pages hereto (each, a “Security Holder” and, collectively, the “Security Holders”). Each of the SPAC, the Company and the Security Holders are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Business Combination Agreement (defined below).
