FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • July 15th, 2021 • Banner Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of , 2021, by and between Banner Acquisition Corp., a Delaware corporation (the “Company”), and __________ (“Indemnitee”).
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 15th, 2021 • Banner Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of , 2021 by and between Banner Acquisition Corp., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Trustee”).
FORM OF PUBLIC WARRANT AGREEMENT between BANNER ACQUISITION CORP. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC Dated as of [ ], 2021Warrant Agreement • July 15th, 2021 • Banner Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2021, is by and between Banner Acquisition Corp., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as warrant agent (the “Warrant Agent,” also referred to herein as the “Transfer Agent”).
FORM OF PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • July 15th, 2021 • Banner Acquisition Corp. • Blank checks • Delaware
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of , 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Banner Acquisition Corp., a Delaware corporation (the “Company”), and Banner SPAC Sponsor, LLC, a Delaware limited liability company (the “Purchaser”).
SECURITIES SUBSCRIPTION AGREEMENTSecurities Subscription Agreement • July 15th, 2021 • Banner Acquisition Corp. • Blank checks • Delaware
This Securities Subscription Agreement (this “Agreement”), effective as of March 12, 2021, is made and entered into by and between Banner Acquisition Corp., a Delaware corporation (the “Company”), and Banner SPAC Sponsor, LLC, a Delaware limited liability company (the “Buyer”).
FORM OF PRIVATE WARRANT AGREEMENT between BANNER ACQUISITION CORP. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC Dated as of [ ], 2021Warrant Agreement • July 15th, 2021 • Banner Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2021, is by and between Banner Acquisition Corp., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as warrant agent (the “Warrant Agent,” also referred to herein as the “Transfer Agent”).
BANNER ACQUISITION CORP. (a Delaware corporation) 15,000,000 Units UNDERWRITING AGREEMENTUnderwriting Agreement • July 15th, 2021 • Banner Acquisition Corp. • Blank checks • New York
Banner Acquisition Corp., a Delaware corporation (the “Company”), confirms its agreement with BofA Securities, Inc. (“BofA”), in its capacity as the underwriter named in Schedule A hereto (the “Underwriter”), for whom BofA is acting as representative (in such capacity, the “Representative”), with respect to (i) the sale by the Company and the purchase by the Underwriter of the number of units (the “Units”) of the Company set forth in Schedule A hereto, totaling 15,000,000 Units in the aggregate, and (ii) the grant by the Company to the Underwriter of the option described in Section 2(b) hereof to purchase all or any part of 2,250,000 additional Units. Each Unit consists of one share of Class A common stock, par value $0.0001, of the Company (the “Class A Shares”) and one-half of one warrant of the Company where each whole warrant entitles the holder to purchase one Class A Share (the “Warrants”). The aforesaid 15,000,000 Units (the “Initial Securities”) to be purchased by the Underwrit
Banner Acquisition Corp. Lehi, UT 84043Letter Agreement • July 15th, 2021 • Banner Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Banner Acquisition Corp., a Delaware corporation (the “Company”) and BofA Securities, Inc., as the underwriter (the “Underwriter”) relating to an underwritten initial public offering (the “Public Offering”), of up to 17,250,000 of the Company’s units (including up to 2,250,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with
Banner Acquisition Corp. 1633 W. Innovation Way, 5th Floor Lehi, UT 84043Banner Acquisition Corp. • July 15th, 2021 • Blank checks • New York
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 15th, 2021 • Banner Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of , 2021, is made and entered into by and among Banner Acquisition Corp., a Delaware corporation (the “Company”), Banner SPAC Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), and each of the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and 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”).
