0001104659-21-108702 Sample Contracts

FORM OF REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 24th, 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”), the qualified institutional buyers or institutional accredited investors listed under “Anchor Investors” on the signature pages hereto (the “Anchor Investors”) and each of the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor, the Anchor Investors 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”).

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INVESTMENT AGREEMENT
Investment Agreement • August 24th, 2021 • Banner Acquisition Corp. • Blank checks • New York

THIS INVESTMENT AGREEMENT (this “Agreement”), dated as of [●], 2021, is by and among (i) Banner Acquisition Corp., a Delaware corporation (the “SPAC”), (ii) Banner SPAC Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), and (iii) [●] (“Investor”).

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