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”).
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”).
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).
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”).
AMENDMENT NO. 2 TO TERM LOAN AND SECURITY AGREEMENTTerm Loan and Security Agreement • January 5th, 2024 • Pinstripes Holdings, Inc. • Retail-eating & drinking places
This AMENDMENT NO. 2 TO TERM LOAN AND SECURITY AGREEMENT (this "Amendment") is entered into as of December 29, 2023, by and among PINSTRIPES, INC., a corporation organized under the laws of Delaware ("Borrower"), the financial institutions 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").
FIFTH AMENDMENT TO LOAN AGREEMENT AND SECOND AMENDMENT TO PLEDGE AND SECURITY AGREEMENTLoan Agreement • January 5th, 2024 • Pinstripes Holdings, Inc. • Retail-eating & drinking places • New York
THIS FIFTH AMENDMENT TO LOAN AGREEMENT AND SECOND AMENDMENT TO PLEDGE AND SECURITY AGREEMENT (this “Amendment”) is made and entered into as of December 29, 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 other Guarantors party hereto.
