Common use of SPAC Clause in Contracts

SPAC. Each SPAC Party specifically acknowledges and agrees to the Company’s disclaimer of any representations or warranties other than those set forth in (i) Article III, (ii) any Ancillary Agreement to which the Company is party or (iii) any certificate delivered by the Company pursuant to this Agreement, whether made by the Company or any of its Affiliates or Representatives, and of all Liability and responsibility for any representation, warranty, projection, forecast, statement or information made, communicated or furnished (orally or in writing) to any of the SPAC Parties or any of their respective Affiliates or Representatives (including any opinion, information, projection or advice that may have been or may be provided to any of the SPAC Parties or any of their respective Affiliates or Representatives by the Company or any of its Affiliates or Representatives), other than those set forth in (x) Article III, (y) any Ancillary Agreement to which the Company is party or (z) any certificate delivered by the Company pursuant to this Agreement. Each SPAC Party (I) specifically acknowledges and agrees that, except for the representations and warranties set forth in (A) Article III, (B) any Ancillary Agreement to which the Company is party or (C) any certificate delivered by the Company pursuant to this Agreement, neither the Company nor any of its Affiliates or Representatives has made any other express or implied representation or warranty with respect to any Group Company, any of their respective assets or Liabilities or business or the Transactions, and (II) with respect to the Group Companies, irrevocably and unconditionally waives and relinquishes any and all rights or Proceedings (in each case, whether accrued, absolute, contingent or otherwise, known or unknown, or due or to become due, express or implied, in law or in equity, or based on contract, tort or otherwise) based on or relating to any such other representation or warranty. * * * * * 101 Each of the undersigned has caused this Business Combination Agreement to be duly executed as of the date first above written. SPAC PARTIES: PANTHER MERGER SUB INC. By: /s/ Kxxxx Xxxxxx Name: Kxxxx Xxxxxx Title: President BANYAN ACQUISITION CORPORATION By: /s/ Kxxxx Xxxxxx Name: Kxxxx Xxxxxx Title: Chief Executive Officer COMPANY: PINSTRIPES, INC. By: /s/ Dxxx Xxxxxxxx Name: Dxxx Xxxxxxxx Title: Chief Executive Officer EXHIBIT A SERIES I PREFERRED STOCK PURCHASE AGREEMENT (see attached) Exhibit A to Business Combination Agreement SECURITIES PURCHASE AGREEMENT among MIDDLETON PINSTRIPES INVESTOR LLC, MIDDLETON PINSTRIPES INVESTOR SBS LLC and PINSTRIPES, INC. June 22, 2023 PINSTRIPES, INC. SECURITIES PURCHASE AGREEMENT Dated as of June 22, 2023 To the Investors (as defined below) Ladies and Gentlemen: This Securities Purchase Agreement (this “Agreement”) is being written for the purpose of setting forth the terms of the understandings between Pinstripes, Inc., a Delaware corporation (the “Company”), and each of you in connection with the purchase by each of you and the sale by the Company of shares of Series I Preferred Stock (as defined below), as set forth below. Certain capitalized terms used herein shall have the meanings set forth in Section 9.1 hereof. If you are in agreement with the terms and conditions set forth herein, please sign this Agreement and return it to the Company, whereupon this Agreement shall represent a legally binding agreement between each of you and the Company and shall supersede any prior agreement or understanding between each of you and the Company with regard to the sale and purchase of the Shares (as defined below) as contemplated herein.

SPAC. Each SPAC Party specifically acknowledges and agrees to the Company’s disclaimer of any representations or warranties other than those set forth in (i) Article III, (ii) any Ancillary Agreement to which the Company is party or (iii) any certificate delivered by the Company pursuant to this Agreement, whether made by the Company or any of its Affiliates or Representatives, and of all Liability and responsibility for any representation, warranty, projection, forecast, statement or information made, communicated or furnished (orally or in writing) to any of the SPAC Parties or any of their respective Affiliates or Representatives (including any opinion, information, projection or advice that may have been or may be provided to any of the SPAC Parties or any of their respective Affiliates or Representatives by the Company or any of its Affiliates or Representatives), other than those set forth in (x) Article III, (y) any Ancillary Agreement to which the Company is party or (z) any certificate delivered by the Company pursuant to this Agreement. Each SPAC Party (I) specifically acknowledges and agrees that, except for the representations and warranties set forth in (A) Article III, (B) any Ancillary Agreement to which the Company is party or (C) any certificate delivered by the Company pursuant to this Agreement, neither the Company nor any of its Affiliates or Representatives has made any other express or implied representation or warranty with respect to any Group Company, any of their respective assets or Liabilities or business or the Transactions, and (II) with respect to the Group Companies, irrevocably and unconditionally waives and relinquishes any and all rights or Proceedings (in each case, whether accrued, absolute, contingent or otherwise, known or unknown, or due or to become due, express or implied, in law or in equity, or based on contract, tort or otherwise) based on or relating to any such other representation or warranty. * * * * * 101 107 Each of the undersigned has caused this Second Amended and Restated Business Combination Agreement to be duly executed as of the date first above written. SPAC PARTIES: PANTHER MERGER SUB INC. By: /s/ Kxxxx Xxxxxx Name: Kxxxx Xxxxxx Title: President BANYAN ACQUISITION CORPORATION By: /s/ Kxxxx Xxxxxx Name: Kxxxx Xxxxxx Title: Chief Executive Officer COMPANY: PINSTRIPES, INC. By: /s/ Dxxx Xxxxxxxx Name: Dxxx Xxxxxxxx Title: Chief Executive Officer EXHIBIT A SERIES I PREFERRED STOCK PURCHASE AGREEMENT (see attached) Exhibit A to Second Amended and Restated Business Combination Agreement SECURITIES PURCHASE EXHIBIT B-1 SECURITY HOLDER SUPPORT AGREEMENT among MIDDLETON PINSTRIPES INVESTOR LLC(see attached) EXHIBIT B-2 LOCKUP AGREEMENT (see attached) EXHIBIT C SPONSOR LETTER AGREEMENT (see attached) Exhibit C to Second Amended and Restated Business Combination Agreement EXHIBIT D FORMS OF SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF THE SPAC AND SECOND AMENDED AND RESTATED BYLAWS OF THE SPAC (see attached) Exhibit D to Second Amended and Restated Business Combination Agreement EXHIBIT E FORM OF DIRECTOR DESIGNATION AGREEMENT (see attached) Exhibit E to Second Amended and Restated Business Combination Agreement EXHIBIT F FORM OF LETTER OF TRANSMITTAL (see attached) Exhibit F to Second Amended and Restated Business Combination Agreement EXHIBIT G POST-CLOSING DIRECTORS AND OFFICERS Company Director · Dxxx Xxxxxxxx* Company Officer · Dxxx Xxxxxxxx, MIDDLETON PINSTRIPES INVESTOR SBS LLC as Chief Executive Officer, President and PINSTRIPESSecretary SPAC Directors · Class I – Dr. Dxx Xxxxxxxx* and another individual to be designated after the Execution Date by the Company* · Class II – Yxxxx Xxxxxxxxxxxxx* and Lxxxx Xxxxx* · Class III – Dxxx Xxxxxxxx*, INC. June 22, 2023 PINSTRIPES, INC. SECURITIES PURCHASE AGREEMENT Dated as of June 22, 2023 To the Investors (as defined below) Ladies Jxxx Xxxxxxxxx* and Gentlemen: This Securities Purchase Agreement (this “Agreement”) is being written for the purpose of setting forth the terms of the understandings between Pinstripes, Inc., a Delaware corporation Jxxxx Xxxxx (the “CompanySPAC Designated Director”)) SPAC Officers · Dxxx Xxxxxxxx, and each of you in connection with the purchase by each of you and the sale as Chief Executive Officer * = Designated by the Company of shares of Series I Preferred Stock Exhibit G to Second Amended and Restated Business Combination Agreement EXHIBIT H FORM OF COMPANY WRITTEN CONSENT (as defined below), as set forth below. Certain capitalized terms used herein shall have the meanings set forth in Section 9.1 hereof. If you are in agreement with the terms see attached) Exhibit H to Second Amended and conditions set forth herein, please sign this Agreement and return it to the Company, whereupon this Agreement shall represent a legally binding agreement between each of you and the Company and shall supersede any prior agreement or understanding between each of you and the Company with regard to the sale and purchase of the Shares (as defined below) as contemplated herein.Restated Business Combination Agreement

SPAC. Each SPAC Party specifically acknowledges and agrees to the Company’s disclaimer of any representations or warranties other than those set forth in (i) Article III, (ii) any Ancillary Agreement to which the Company is party or (iii) any certificate delivered by the Company pursuant to this Agreement, whether made by the Company or any of its Affiliates or Representatives, and of all Liability and responsibility for any representation, warranty, projection, forecast, statement or information made, communicated or furnished (orally or in writing) to any of the SPAC Parties or any of their respective Affiliates or Representatives (including any opinion, information, projection or advice that may have been or may be provided to any of the SPAC Parties or any of their respective Affiliates or Representatives by the Company or any of its Affiliates or Representatives), other than those set forth in (x) Article III, (y) any Ancillary Agreement to which the Company is party or (z) any certificate delivered by the Company pursuant to this Agreement. Each SPAC Party (I) specifically acknowledges and agrees that, except for the representations and warranties set forth in (A) Article III, (B) any Ancillary Agreement to which the Company is party or (C) any certificate delivered by the Company pursuant to this Agreement, neither the Company nor any of its Affiliates or Representatives has made any other express or implied representation or warranty with respect to any Group Company, any of their respective assets or Liabilities or business or the Transactions, and (II) with respect to the Group Companies, irrevocably and unconditionally waives and relinquishes any and all rights or Proceedings (in each case, whether accrued, absolute, contingent or otherwise, known or unknown, or due or to become due, express or implied, in law or in equity, or based on contract, tort or otherwise) based on or relating to any such other representation or warranty. * * * * * 101 103 Each of the undersigned has caused this Amended and Restated Business Combination Agreement to be duly executed as of the date first above written. SPAC PARTIES: PANTHER MERGER SUB INC. By: /s/ Kxxxx Xxxxx Xxxxxx Name: Kxxxx Xxxxx Xxxxxx Title: President BANYAN ACQUISITION CORPORATION By: /s/ Kxxxx Xxxxx Xxxxxx Name: Kxxxx Xxxxx Xxxxxx Title: Chief Executive Officer COMPANY: PINSTRIPES, INC. By: /s/ Dxxx Xxxx Xxxxxxxx Name: Dxxx Xxxx Xxxxxxxx Title: Chief Executive Officer Signature Page to Amended and Restated Business Combination Agreement EXHIBIT A SERIES I PREFERRED STOCK PURCHASE AGREEMENT (see attached) Exhibit A to Amended and Restated Business Combination Agreement SECURITIES PURCHASE SECURITY HOLDER SUPPORT AGREEMENT among MIDDLETON PINSTRIPES INVESTOR LLC(see attached) Exhibit B-1 to Amended and Restated Business Combination Agreement EXHIBIT B-2 LOCKUP AGREEMENT (see attached) Exhibit B-2 to Amended and Restated Business Combination Agreement EXHIBIT C SPONSOR LETTER AGREEMENT (see attached) Exhibit C to Amended and Restated Business Combination Agreement EXHIBIT D FORMS OF SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF THE SPAC AND SECOND AMENDED AND RESTATED BYLAWS OF THE SPAC (see attached) Exhibit D to Amended and Restated Business Combination Agreement EXHIBIT E FORM OF DIRECTOR DESIGNATION AGREEMENT (see attached) Exhibit E to Amended and Restated Business Combination Agreement EXHIBIT F FORM OF LETTER OF TRANSMITTAL (see attached) Exhibit F to Amended and Restated Business Combination Agreement EXHIBIT G POST-CLOSING DIRECTORS AND OFFICERS Company Director · Xxxx Xxxxxxxx* Company Officer · Xxxx Xxxxxxxx, MIDDLETON PINSTRIPES INVESTOR SBS LLC as Chief Executive Officer, President and PINSTRIPESSecretary SPAC Directors · Class I – Dr. Xxx Xxxxxxxx* and another individual to be designated after the Execution Date by the Company* · Class II – Xxxxx Xxxxxxxxxxxxx* and Xxxxx Xxxxx* · Class III – Xxxx Xxxxxxxx*, INC. June 22, 2023 PINSTRIPES, INC. SECURITIES PURCHASE AGREEMENT Dated as of June 22, 2023 To the Investors (as defined below) Ladies Xxxx Xxxxxxxxx* and Gentlemen: This Securities Purchase Agreement (this “Agreement”) is being written for the purpose of setting forth the terms of the understandings between Pinstripes, Inc., a Delaware corporation Xxxxx Xxxxx (the “CompanySPAC Designated Director”)) SPAC Officers · Xxxx Xxxxxxxx, and each of you in connection with the purchase by each of you and the sale as Chief Executive Officer * = Designated by the Company of shares of Series I Preferred Stock Exhibit G to Amended and Restated Business Combination Agreement EXHIBIT H FORM OF COMPANY WRITTEN CONSENT (as defined below), as set forth below. Certain capitalized terms used herein shall have the meanings set forth in Section 9.1 hereof. If you are in agreement with the terms see attached) Exhibit H to Amended and conditions set forth herein, please sign this Agreement and return it to the Company, whereupon this Agreement shall represent a legally binding agreement between each of you and the Company and shall supersede any prior agreement or understanding between each of you and the Company with regard to the sale and purchase of the Shares (as defined below) as contemplated herein.Restated Business Combination Agreement

SPAC. Each SPAC Party specifically acknowledges and agrees to the Company’s disclaimer of any representations or warranties other than those set forth in (i) Article III, (ii) any Ancillary Agreement to which the any Group Company is party party, or (iii) any certificate delivered by the any Group Company pursuant to this Agreement or any such Ancillary Agreement, whether made by the Company or any of its Affiliates or Representatives, and of all Liability and responsibility for any representation, warranty, projection, forecast, statement or information made, communicated or furnished (orally or in writing) to any of the SPAC Parties or any of their respective Affiliates or Representatives (including any opinion, information, projection or advice that may have been or may be provided to any of the SPAC Parties or any of their respective Affiliates or Representatives by the Company or any of its Affiliates or Representatives), other than those set forth in (x) Article III, (y) any Ancillary Agreement to which the any Group Company is party party, or (z) any certificate delivered by the any Group Company pursuant to this Agreement or any such Ancillary Agreement. Each SPAC Party (I) specifically acknowledges and agrees that, except for the representations and warranties set forth in (A) Article III, (B) any Ancillary Agreement to which the any Group Company is party party, or (C) any certificate delivered by the any Group Company pursuant to this Agreement or any such Ancillary Agreement, neither the Company nor any of its Affiliates or Representatives has made any other express or implied representation or warranty with respect to any Group Company, any of their respective assets or Liabilities or business or the Transactions, and (II) with respect to the Group Companies, irrevocably and unconditionally waives and relinquishes any and all rights or Proceedings (in each case, whether accrued, absolute, contingent or otherwise, known or unknown, or due or to become due, express or implied, in law or in equity, or based on contract, tort or otherwise) based on or relating to any such other representation or warranty. * * * * * 101 Each of the undersigned has caused this Business Combination Agreement to be duly executed as of the date first above written. SPAC PARTIES: PANTHER MERGER SUB INC. Achari Ventures Holdings Corp. I By: /s/ Kxxxx Xxxxxx Vxxxx Xxxxx Name: Kxxxx Xxxxxx Vxxxx Xxxxx Title: CEO Achari Merger Sub, Inc. By: /s/ Vxxxx Xxxxx Name: Vxxxx Xxxxx Title: President BANYAN ACQUISITION CORPORATION COMPANY: Vaso Corporation By: /s/ Kxxxx Xxxxxx Jxx Xx Name: Kxxxx Xxxxxx Jxx Xx Title: Chief Executive Officer COMPANY: PINSTRIPES, INC. By: /s/ Dxxx Xxxxxxxx Name: Dxxx Xxxxxxxx Title: Chief Executive Officer President & CEO 102 EXHIBIT A SERIES I PREFERRED STOCK PURCHASE FORM OF SPONSOR LETTER AGREEMENT (see attachedAttached) Exhibit A to Business Combination Agreement SECURITIES PURCHASE EXHIBIT B FORM OF PUT OPTION AGREEMENT among MIDDLETON PINSTRIPES INVESTOR LLC(Attached) EXHIBIT C FORM OF SPAC A&R COI (Attached) FIFTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION [_______], MIDDLETON PINSTRIPES INVESTOR SBS LLC 2024 [Achari Ventures Holdings Corp. I], a corporation organized and PINSTRIPES, INC. June 22, 2023 PINSTRIPES, INC. SECURITIES PURCHASE AGREEMENT Dated as of June 22, 2023 To existing under the Investors (as defined below) Ladies and Gentlemen: This Securities Purchase Agreement (this “Agreement”) is being written for the purpose of setting forth the terms laws of the understandings between Pinstripes, Inc., a State of Delaware corporation (the “CompanyCorporation”), and each of you in connection with the purchase by each of you and the sale by the Company of shares of Series I Preferred Stock (as defined below), as set forth below. Certain capitalized terms used herein shall have the meanings set forth in Section 9.1 hereof. If you are in agreement with the terms and conditions set forth herein, please sign this Agreement and return it to the Company, whereupon this Agreement shall represent a legally binding agreement between each of you and the Company and shall supersede any prior agreement or understanding between each of you and the Company with regard to the sale and purchase of the Shares (as defined below) as contemplated herein.DOES HEREBY CERTIFY AS FOLLOWS:

SPAC. Each SPAC Party specifically acknowledges and agrees to the Company’s disclaimer of any representations or warranties other than those set forth in (i) Article III, (ii) any Ancillary Agreement to which the any Group Company is party party, or (iii) any certificate delivered by the any Group Company pursuant to this Agreement or any such Ancillary Agreement, whether made by the Company or any of its Affiliates or Representatives, and of all Liability and responsibility for any representation, warranty, projection, forecast, statement or information made, communicated or furnished (orally or in writing) to any of the SPAC Parties or any of their respective Affiliates or Representatives (including any opinion, information, projection or advice that may have been or may be provided to any of the SPAC Parties or any of their respective Affiliates or Representatives by the Company or any of its Affiliates or Representatives), other than those set forth in (x) Article III, (y) any Ancillary Agreement to which the any Group Company is party party, or (z) any certificate delivered by the any Group Company pursuant to this Agreement or any such Ancillary Agreement. Each SPAC Party (I) specifically acknowledges and agrees that, except for the representations and warranties set forth in (A) Article III, (B) any Ancillary Agreement to which the any Group Company is party party, or (C) any certificate delivered by the any Group Company pursuant to this Agreement or any such Ancillary Agreement, neither the Company nor any of its Affiliates or Representatives has made any other express or implied representation or warranty with respect to any Group Company, any of their respective assets or Liabilities or business or the Transactions, and (II) with respect to the Group Companies, irrevocably and unconditionally waives and relinquishes any and all rights or Proceedings (in each case, whether accrued, absolute, contingent or otherwise, known or unknown, or due or to become due, express or implied, in law or in equity, or based on contract, tort or otherwise) based on or relating to any such other representation or warranty. * * * * * 101 Each of the undersigned has caused this Business Combination Agreement to be duly executed as of the date first above written. SPAC PARTIES: PANTHER MERGER SUB INC. By: /s/ Kxxxx Xxxxxx Name: Kxxxx Xxxxxx Title: President BANYAN ACQUISITION CORPORATION By: /s/ Kxxxx Xxxxxx Name: Kxxxx Xxxxxx Title: Chief Executive Officer COMPANY: PINSTRIPES, INC. By: /s/ Dxxx Xxxxxxxx Name: Dxxx Xxxxxxxx Title: Chief Executive Officer EXHIBIT A SERIES I PREFERRED STOCK PURCHASE AGREEMENT (see attached) Exhibit A to Business Combination Agreement SECURITIES PURCHASE AGREEMENT among MIDDLETON PINSTRIPES INVESTOR LLC, MIDDLETON PINSTRIPES INVESTOR SBS LLC and PINSTRIPES, INC. June 22, 2023 PINSTRIPES, INC. SECURITIES PURCHASE AGREEMENT Dated as of June 22, 2023 To the Investors (as defined below) Ladies and Gentlemen: This Securities Purchase Agreement (this “Agreement”) is being written for the purpose of setting forth the terms of the understandings between Pinstripes, Inc., a Delaware corporation (the “Company”), and each of you in connection with the purchase by each of you and the sale by the Company of shares of Series I Preferred Stock (as defined below), as set forth below. Certain capitalized terms used herein shall have the meanings set forth in Section 9.1 hereof. If you are in agreement with the terms and conditions set forth herein, please sign this Agreement and return it to the Company, whereupon this Agreement shall represent a legally binding agreement between each of you and the Company and shall supersede any prior agreement or understanding between each of you and the Company with regard to the sale and purchase of the Shares (as defined below) as contemplated herein.Parties: