BERENSON ACQUISITION CORP. I
CONTINENTAL STOCK TRANSFER & TRUST COMPANY
Dated as of September 27, 2021
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).
WHEREAS, the Company has entered into that certain Warrant Purchase Agreement with Berenson SPAC Holdings I, LLC, a Delaware limited liability company (the Sponsor), pursuant to which the Sponsor agreed to purchase an aggregate of 7,000,000 warrants (or up to 7,750,000 warrants in the aggregate if the Over-allotment Option (as defined below) in connection with the Companys Offering (as defined below) is exercised in full) simultaneously with the closing of the Offering (and the closing of the Over-allotment Option, if applicable) bearing the legend set forth in Exhibit B hereto (the Sponsor Warrants) at a purchase price of $1.00 per Sponsor Warrant;
WHEREAS, in order to finance the Companys transaction costs in connection with an intended initial merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving the Company and one or more businesses (a Business Combination), the Sponsor or an affiliate of the Sponsor or certain of the Companys officers and directors may, but are not obligated to, loan the Company funds as the Company may require, of which up to $1,500,000 of such loans may be convertible into up to an additional 1,500,000 Sponsor Warrants at a price of $1.00 per Sponsor Warrant;
WHEREAS, the Company is engaged in an initial public offering (the Offering) of units of the Companys equity securities, each such unit comprised of one share of Common Stock (as defined below) and one-half of one Public Warrant (as defined below) (the Units) and, in connection therewith, has determined to issue and deliver up to 14,375,000 redeemable warrants (including up to 1,875,000 redeemable warrants subject to the Over-allotment Option) to public investors in the Offering (the Public Warrants and, together with the Sponsor Warrants, the Warrants). Each whole Warrant entitles the holder thereof to purchase one share of Class A common stock of the Company, par value $0.0001 per share (Common Stock), for $11.50 per whole share, subject to adjustment as described herein. Only whole Warrants are exercisable. A holder of the Public Warrants will not be able to exercise any fraction of a Warrant;
WHEREAS, the Company has filed with the Securities and Exchange Commission (the Commission) a registration statement on Form S-1 (File No. 333-259470) (the Registration Statement) and prospectus (the Prospectus), for the registration, under the Securities Act of 1933, as amended (the Securities Act), of the Units, the Public Warrants and the shares of Common Stock included in the Units;
WHEREAS, the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants;
WHEREAS, the Company desires to provide for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised, and the respective rights, limitation of rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants; and
WHEREAS, all acts and things have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company and countersigned by or on behalf of the Warrant Agent (if a physical certificate is issued), as provided herein, the valid, binding and legal obligations of the Company, and to authorize the execution and delivery of this Agreement.