INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 1st, 2021 • Berenson Acquisition Corp. I • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of September 27, 2021, by and between Berenson Acquisition Corp. I, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 1st, 2021 • Berenson Acquisition Corp. I • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 27, 2021, is made and entered into by and among Berenson Acquisition Corp. I, a Delaware corporation (the “Company”), Berenson SPAC Holdings I, 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, including the Sponsor, a “Holder” and collectively, the “Holders”).
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • October 1st, 2021 • Berenson Acquisition Corp. I • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is entered into as of September 27, 2021, by and between BERENSON ACQUISITION CORP. I, a Delaware corporation (the “Company”), and [•] (“Indemnitee”).
BERENSON ACQUISITION CORP. I and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of September 27, 2021Warrant Agreement • October 1st, 2021 • Berenson Acquisition Corp. I • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of September 27, 2021, is by and between Berenson Acquisition Corp. I, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”).
September 27, 2021Letter Agreement • October 1st, 2021 • Berenson Acquisition Corp. I • Blank checks • New York
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 Berenson Acquisition Corp. I, a Delaware corporation (the “Company”), and BofA Securities, Inc. and Wells Fargo Securities, LLC, as the representatives of the several underwriters named therein (each an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Initial Public Offering”), of up to 28,750,000 of the Company’s units (including up to 3,750,000 units that may be purchased to cover over-allotments, 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,
WARRANT PURCHASE AGREEMENT September 27, 2021Warrant Purchase Agreement • October 1st, 2021 • Berenson Acquisition Corp. I • Blank checks • New York
THIS WARRANT PURCHASE AGREEMENT (this “Agreement”), is entered into by and between Berenson Acquisition Corp. I, a Delaware corporation (the “Company”), and Berenson SPAC Holdings I, LLC, a Delaware limited liability company (the “Purchaser”).
BERENSON ACQUISITION CORP. I New York, New York 10065Berenson Acquisition Corp. I • October 1st, 2021 • Blank checks • New York
This letter agreement by and between Berenson Acquisition Corp. I, a Delaware corporation (the “Company”), and Berenson SPAC Holdings I, LLC, a Delaware limited liability company (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The New York Stock Exchange (the “Listing Date”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement on Form S-1 (File No. 333-259470) filed with the Securities and Exchange Commission) (such earlier date hereinafter referred to as the “Termination Date”):
BERENSON ACQUISITION CORP. I (a Delaware corporation) 25,000,000 Units UNDERWRITING AGREEMENTUnderwriting Agreement • October 1st, 2021 • Berenson Acquisition Corp. I • Blank checks • New York
Berenson Acquisition Corp. I, a Delaware corporation (the “Company”), confirms its agreement with BofA Securities, Inc. (“BofA”) and Wells Fargo Securities, LLC (“Wells Fargo”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom BofA and Wells Fargo are acting as representatives (in such capacity, collectively, the “Representative”), with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of Units of the Company set forth in Schedule A hereto, totaling 25,000,000 Units (as defined below) in the aggregate, and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of 3,750,000 additional Units. Each Unit consists of one share of Class A common
