Dale Schwartz - 29 Dec 2023 Form 4 Insider Report for Pinstripes Holdings, Inc. (PNST)

Footnote F1

Consists of securities acquired in connection with the transactions consummated on December 29, 2023 (the "Closing Date"), pursuant to that certain Second Amended and Restated Business Combination Agreement dated November 22, 2023 (as amended from time to time, the "Business Combination Agreement") by and among Banyan Acquisition Corporation ("Banyan"), Panther Merger Sub, Inc., a wholly owned subsidiary of Banyan ("Merger Sub") and Pinstripes Inc. ("Pinstripes"), pursuant to which (i) Merger Sub merged with and into Pinstripes, with Pinstripes surviving as a wholly owned subsidiary of Banyan (the "Merger") and, after given effect to such Merger, continuing as a wholly owned subsidiary and (ii) Banyan changed its name to "Pinstripes Holdings, Inc." (the "Issuer") (the Merger and the other transactions contemplated by the Business Combination Agreement, the "Business Combination").

Footnote F2

For purposes of the exemption under Rule 16b-3 promulgated under the Exchange Act, the Board of Banyan approved the acquisition of any direct or indirect pecuniary interest in any and all securities reported hereby by the reporting persons as a result of or in connection with the transactions reported in this Form 4.

Footnote F3

Pursuant to the Business Combination Agreement and in connection with the closing of the Business Combination, each share of Pinstripes capital stock outstanding as of immediately prior to the effective time of the Merger was converted into a right to receive 1.85 shares of Banyan Class A Common Stock for each share of Pinstripes capital stock. On the effective date of the Business Combination, the closing price of Banyan's common stock was $10.90 per share.

Footnote F4

The shares of Series B-1 common stock were issued pursuant to the Business Combination Agreement and in connection with the closing of the Business Combination and represent unvested interests in the Issuer. Each share of Series B-1 common stock will vest the first date on which the daily volume-weighted averages sale price of one (1) share of Class A Common Stock of the Issuer is greater than or equal to $12.00 for any twenty (20) trading days (which may or may not be consecutive) within one thirty (30) consecutive trading day period during the period commencing five (5) months after the Closing Date and ending on the fifth (5th) anniversary of the Closing Date.

Footnote F5

The shares of Series B-2 common stock were issued pursuant to the Business Combination Agreement and in connection with the closing of the Business Combination and represent unvested interests in the Issuer. Each share of Series B-2 common stock will vest the first date on which the daily volume-weighted averages sale price of one (1) share of Class A Common Stock of the Issuer is greater than or equal to $14.00 for any twenty (20) trading days (which may or may not be consecutive) within one thirty (30) consecutive trading day period during the period commencing five (5) months after the Closing Date and ending on the fifth (5th) anniversary of the Closing Date.

Footnote F6

The shares of Series B-3 common stock were issued pursuant to the Business Combination Agreement and in connection with the closing of the Business Combination and represent unvested interests in the Issuer. Each share of Series B-3 common stock will vest if the Issuer reports EBITDA equaling or exceeding $28 million in respect of the fiscal period starting on January 8, 2024 and ending on January 5, 2025.

Footnote F7

Represents the date on which such class of common stock shall be forfeited for no consideration and cancelled if the applicable vesting condition has not been met.

Footnote F8

Unvested shares of Series B-3 common stock will be forfeited for no consideration and cancelled on the day on which the Issuer publicly issues its earnings release for the Issuer's fiscal quarter ending January 5, 2025.