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.
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
