INDEMNITY AGREEMENTIndemnification Agreement • August 6th, 2021 • Banyan Acquisition Corp • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [·], 2021, by and between Banyan Acquisition Corporation, a Delaware corporation (the “Company”), and [·] (“Indemnitee”).
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”).
BANYAN ACQUISITION CORPORATION Northbrook, Illinois 60062Securities Subscription Agreement • August 6th, 2021 • Banyan Acquisition Corp • Blank checks • New York
Banyan Acquisition Corporation, a Delaware corporation (the “Company”), is pleased to accept the offer Banyan Acquisition Sponsor LLC, a Delaware limited liability company (the “Subscriber” or “you”), has made to subscribe for 8,625,000 shares of Class B common stock (the “Shares”), $0.0001 par value per share, of the Company (the “Class B Shares”), up to 1,125,000 of which are subject to forfeiture by you if the underwriters of the Company’s initial public offering of its securities (“IPO”), if any, do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this agreement (this “Agreement”), references to “Common Stock” are to, collectively, the Class B Shares and the Company’s shares of Class A common stock, $0.0001 par value per share (the “Class A Shares”). Upon certain terms and conditions, the Class B Shares will automatically convert into Class A Shares on a one-for-one basis, subject to adjustment. Unless the context otherwise requires,
INDEMNITY AGREEMENTIndemnification Agreement • January 5th, 2024 • Pinstripes Holdings, Inc. • Retail-eating & drinking places • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of _____, by and between Pinstripes Holdings, Inc., a Delaware corporation (the “Company”), and _____ (“Indemnitee”).
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”).
Underwriting Agreement between BANYAN Acquisition Corporation and BTIG, LLC Dated [ ], 2022 BANYAN Acquisition Corporation UNDERWRITING AGREEMENTUnderwriting Agreement • December 29th, 2021 • 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:
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 • August 6th, 2021 • Banyan Acquisition Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021, 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”).
SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • August 6th, 2021 • Banyan Acquisition Corp • Blank checks • New York
THIS SPONSOR WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of [l], 2021, is entered into by and between Banyan Acquisition Corporation, a Delaware corporation (the “Company”), and Banyan Acquisition Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
Banyan Acquisition Corporation Northbrook, Illinois 60062 Re: Initial Public Offering Ladies and Gentlemen:Underwriting 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
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”).
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”).
FIRST AMENDMENT TO LOAN AGREEMENTLoan Agreement • September 4th, 2024 • Pinstripes Holdings, Inc. • Retail-eating & drinking places • New York
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 • January 5th, 2024 • Pinstripes Holdings, Inc. • Retail-eating & drinking places • 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 December 29, 2023 (the “Effective Date”), by and among Pinstripes Holdings, Inc., a Delaware corporation (the “Issuer”) and the Key Individual (as hereinafter defined).
CONTINUING GUARANTY AGREEMENTContinuing Guaranty Agreement • January 5th, 2024 • Pinstripes Holdings, Inc. • Retail-eating & drinking places • New York
THIS CONTINUING GUARANTY AGREEMENT (this “Guaranty”) is made this 29th day of December, 2023, by each of the Persons listed on the signature pages hereto (each a “Guarantor” and, together with any other entity that becomes a guarantor hereunder, collectively, the “Guarantors”), in favor of OAKTREE FUND ADMINISTRATION, LLC, as Agent for the Lenders (in such capacity, the “Agent”).
Banyan Acquisition Corporation Northbrook, Illinois 60062 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • December 29th, 2021 • 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 23,000,000 of the Company’s units (including up to 3,000,000 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
second AMENDED AND RESTATED Business Combination AGREEMENT by and among BANYAN ACQUISITION CORPORATION, PANTHER MERGER SUB inc. AND PINSTRIPES, INC. Dated as of november 22, 2023Business Combination Agreement • November 22nd, 2023 • Banyan Acquisition Corp • Retail-eating & drinking places • Delaware
This Second Amended and Restated Business Combination Agreement (this “Agreement”) is made and entered into as of November 22, 2023 (the “Amendment 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.
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”).
NON-REDEMPTION AGREEMENT AND ASSIGNMENT OF ECONOMIC INTERESTNon-Redemption Agreement and Assignment of Economic Interest • April 12th, 2023 • Banyan Acquisition Corp • Blank checks • Delaware
This Non-Redemption Agreement and Assignment of Economic Interest (this “Agreement”) is entered as of April [__], 2023 by and among Banyan Acquisition Corporation, a Delaware corporation (“Banyan”), Banyan Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned investors (collectively, the “Investor”).
CLASS A COMMON STOCK PURCHASE WARRANT PINSTRIPES HOLDINGS, INC.Warrant Agreement • September 4th, 2024 • Pinstripes Holdings, Inc. • Retail-eating & drinking places • New York
THIS COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, [_____________] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date of this Warrant (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the date that is ten (10) years after the date of this Warrant (the “Termination Date”) but not thereafter, to subscribe for and purchase from Pinstripes Holdings, Inc., a Delaware corporation (the “Company”), up to [______] shares of Class A common stock (as subject to adjustment hereunder, the “Warrant Shares”), par value $0.0001 per share, of the Company (the “Common Stock”). The purchase price of one Warrant Share under this Warrant shall be equal to the Warrant Price, as defined in Section 1(a). Capitalized terms not defined herein have the meanings ascribed to them in the Loan Agreement, dated as of December
PROPOSED TRUST AMENDMENT April 21, 2023Investment Management Trust Agreement • April 21st, 2023 • Banyan Acquisition Corp • Blank checks • New York
THIS AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of April 21, 2023, by and between Banyan Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in that certain Investment Management Trust Agreement, dated January 19, 2022, by and between the parties hereto (the “Trust Agreement”).
TRUST AMENDMENT April 21, 2023Investment Management Trust Agreement • September 11th, 2023 • Banyan Acquisition Corp • Blank checks • New York
THIS AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of April 21, 2023, by and between Banyan Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in that certain Investment Management Trust Agreement, dated January 19, 2022, by and between the parties hereto (the “Trust Agreement”).
TERM LOAN AND SECURITY AGREEMENT GCCP II AGENT, LLC (AS AGENT) WITH PINSTRIPES, INC. (AS A BORROWER) April 19, 2023Term Loan and Security Agreement • November 1st, 2023 • Banyan Acquisition Corp • Retail-eating & drinking places • Illinois
Loan and Security Agreement dated as of April 19, 2023, among PINSTRIPES, INC., a corporation organized under the laws of Delaware ("Borrower"), the financial institutions which are now or which hereafter become a party hereto (collectively, the "Lenders" and each individually a "Lender") and GCCP II AGENT, LLC, an Illinois limited liability company (in its individual capacity, "GCCP Agent"), as agent for Lenders (GCCP Agent, in such capacity, the "Agent").
PLEDGE AND SECURITY AGREEMENTSecurity Agreement • January 5th, 2024 • Pinstripes Holdings, Inc. • Retail-eating & drinking places • New York
THIS PLEDGE AND SECURITY AGREEMENT (this “Security Agreement”) is entered into as of December 29, 2023, among Pinstripes, Inc., a Delaware corporation (the “Borrower”), Banyan Acquisition Corporation, a Delaware corporation, upon consummation of the Business Combination and concurrent with the Business Combination shall amend its name to be Pinstripes Holdings, Inc. as holdings (“Holdings”), each Subsidiary of the Borrower listed on the signature pages hereto and each Subsidiary of the Borrower that, after the date hereof, executes a supplement hereto (such Subsidiaries, together with the Borrower and Holdings, each a “Grantor” and, collectively, the “Grantors”), and Oaktree Fund Administration, LLC, in its capacity as agent (together with any successor agent and any Supplemental Collateral Agent, collectively and individually, the “Agent”) for the Lenders (as defined in the Loan Agreement referred to below).
AMENDMENT NO. 1 TO CLASS A COMMON STOCK PURCHASE WARRANTSClass a Common Stock Purchase Warrants • September 4th, 2024 • Pinstripes Holdings, Inc. • Retail-eating & drinking places
This AMENDMENT NO. 1 TO CLASS A COMMON STOCK PURCHASE WARRANTS (this “Amendment”), dated as of September 3, 2024, is entered into by and between Pinstripes Holdings, Inc., a Delaware corporation (the “Company”) and Oaktree Capital Management, L.P. as investment manager on behalf of certain funds and accounts within the Value Equities, Global Opportunities and Special Situations strategies (the “Holder”). Each of the foregoing shall be referred to herein as a “Party” and collectively as the “Parties.”
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 5th, 2024 • Pinstripes Holdings, Inc. • Retail-eating & drinking places • Delaware
This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of December 29, 2023, by and among (i) Pinstripes Holdings, Inc. (formerly known as Banyan Acquisition Corporation), a Delaware corporation (“Pubco”), (ii) Banyan Acquisition Sponsor LLC, a Delaware limited liability company (“Sponsor”), (iii) each of the Original Pinstripes Affiliates (as defined below), (iv) each of the other Persons listed on the Schedule of Investors attached hereto as of the date hereof, and (v) each of the other Persons set forth from time to time on the Schedule of Investors who, at any time, own securities of Pubco and enter into a joinder to this Agreement agreeing to be bound by the terms hereof (each Person identified in the foregoing (ii) through (iv), an “Investor” and, collectively, the “Investors”). Unless otherwise provided in this Agreement, capitalized terms used herein shall have the meanings set forth in Section 12 hereof.
CLASS A COMMON STOCK PURCHASE WARRANT Pinstripes Holdings, Inc.Security Agreement • January 5th, 2024 • Pinstripes Holdings, Inc. • Retail-eating & drinking places • New York
THIS COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, Oaktree Capital Management, L.P. as investment manager on behalf of certain funds and accounts within the Value Equities, Global Opportunities and Special Situations strategies or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date of this Warrant (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the date that is ten (10) years after the date of this Warrant (the “Termination Date”) but not thereafter, to subscribe for and purchase from Pinstripes Holdings, Inc., a Delaware corporation (the “Company”), up to [ ] shares of Class A common stock (as subject to adjustment hereunder, the “Warrant Shares”), par value $0.0001 per share, of the Company (the “Common Stock”). The purchase price of one Warrant Share under this Warrant shall be equal to the Wa
OMNIBUS JOINDEROmnibus Joinder • January 5th, 2024 • Pinstripes Holdings, Inc. • Retail-eating & drinking places • New York
This OMNIBUS JOINDER (this “Joinder”) is dated as of December 29, 2023, and is entered into by and between SILVERIEW CREDIT PARTNERS LP, a Delaware limited partnership, as agent for the Lenders (as defined below) (in such capacity, and together with any successor agent, the “Agent”) and PINSTRIPES HOLDINGS, INC., a Delaware corporation formerly known as Banyan Acquisition Corporation (the “New Obligor”).
Banyan Acquisition CorporationBusiness Combination 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.
THIRD AMENDMENT TO LOAN AGREEMENT AND LIMITED CONSENTLoan Agreement • November 1st, 2023 • Banyan Acquisition Corp • Retail-eating & drinking places • New York
THIS THIRD AMENDMENT TO LOAN AGREEMENT AND LIMITED CONSENT (this “Amendment”) is made and entered into as of August 9, 2023, among Silverview Credit Partners LP, a Delaware limited partnership (“Agent”), the Lenders party hereto (the “Lenders”), Pinstripes, Inc., a Delaware corporation (the “Borrower”), and the Guarantors party hereto.
LOAN AGREEMENT BY AND AMONG PINSTRIPES, INC., as Borrower SILVERVIEW CREDIT PARTNERS LP, as Agent for the Lenders and THE LENDERS PARTY HERETOLoan Agreement • November 1st, 2023 • Banyan Acquisition Corp • Retail-eating & drinking places • New York
THIS LOAN AGREEMENT (together with all schedules and exhibits hereto from time to time, and as amended, restated, amended and restated, supplemented or otherwise modified from time to time after the date hereof, this “Agreement”) is entered into this 7th day of March, 2023, among PINSTRIPES, INC., a Delaware corporation, as borrower (the “Borrower”), SILVERVIEW CREDIT PARTNERS LP, a Delaware limited partnership, as Agent for the Lenders (in such capacity, and together with any successor agent, the “Agent”) and the financial institutions and other institutional investors from time to time party hereto as lenders (the “Lenders”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Terms Schedule or the Definitions Schedule annexed hereto, as applicable. All schedules and exhibits annexed hereto, as well as the Perfection Certificate, are incorporated herein and made a part hereof.
SECOND AMENDMENT TO LOAN AGREEMENT AND LIMITED CONSENTLoan Agreement • November 1st, 2023 • Banyan Acquisition Corp • Retail-eating & drinking places • New York
THIS SECOND AMENDMENT TO LOAN AGREEMENT AND LIMITED CONSENT (this “Amendment”) is made and entered into as of July 27, 2023, among Silverview Credit Partners LP, a Delaware limited partnership (“Agent”), the Lenders party hereto (the “Lenders”), Pinstripes, Inc., a Delaware corporation (the “Borrower”), and the Guarantors party hereto.
BANYAN ACQUISITION SPONSOR LLC UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • August 26th, 2021 • Banyan Acquisition Corp • Blank checks • Delaware
This subscription agreement (this “Agreement”) sets forth the terms of the agreement between Banyan Acquisition Sponsor LLC, a Delaware limited liability company (the “Company”), and the undersigned entity(ies) ( “Subscriber,” it being understood that to the extent that there is more than one Subscriber party hereto, references to Subscriber shall be deemed to refer to each related Subscriber hereto, severally and not jointly)1. The Company is the sponsor of Banyan Acquisition Corporation, a Delaware corporation (the “SPAC”), which is a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”), which intends to register its securities under the Securities Act of 1933, as amended (the “Securities Act”), in connection with its initial public offering (“IPO”).
Banyan Acquisition CorporationLetter Agreement • November 22nd, 2023 • Banyan Acquisition Corp • Retail-eating & drinking places
Reference is made to that certain Second Amended and Restated 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 in connection with the transactions contemplated by the BCA and hereby amends and restates in its entirety that certain letter agreement (the “Prior Letter Agreement”), dated as of June 22, 2023 (the “Prior Letter Agreement Date”), by and among the 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
