Berenson Acquisition I : Material Agreement - Form 8-K

Item 1.01. Entry into a Material Definitive Agreement.

Share Purchase Agreement

On December 21, 2023, Berenson Acquisition Corp. I, a Delaware corporation ("BACA" or "Company"), entered into a share purchase agreement (the "Share Purchase Agreement") with ACM ARRT N LLC, a Delaware limited liability company and special purpose vehicle (the "Investor"), pursuant to which BACA issued 1,000,000 shares of BACA's Series A Convertible Preferred Stock, par value $0.0001 per share (collectively, the "Series A Preferred Shares" and each, a "Series A Preferred Share"), for a purchase price of $260.00 per share representing an aggregate purchase price of $260,000,000.00 (the "Aggregate Purchase Price"). Each Series A Preferred Share may be converted at the election of the holder thereof into twenty-six(26) shares of BACA's Class A common stock, $0.0001 per share ("Common Stock") on the date of the Closing (as defined below) and each Series A Preferred Share not so converted, will automatically be redeemed by BACA for $260 per Series A Preferred Share on the first business day after the date of the Closing, each as further described in "Item 5.03 Amendments to Articles of Incorporation or Bylaws" below.

The foregoing summary of the Share Purchase Agreement is qualified in its entirety by reference to the text of the Share Purchase Agreement, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

Share Forward Transaction

On December 21, 2023, BACA (BACA is referred to in the Confirmation Agreement (as defined below) as the "Counterparty" prior to the consummation of the Business Combination (as defined in the Confirmation Agreement), while the post-Business Combination combined company is referred to as the "Counterparty" in the Confirmation Agreement) and the Investor (referred to as "Seller" in the Confirmation Agreement) entered into the Confirmation Agreement for the Cash-Settled Equity Derivative Transaction (the "Confirmation Agreement" and the transactions contemplated by the Confirmation Agreement together with the Pricing Date Notice(s), a form of which is attached as Schedule A to the Confirmation Agreement, the "Share Forward Transaction") with respect to, prior to the closing of the Business Combination (such closing, the "Closing"), Series A Preferred Shares, and, after the Closing, shares of Common Stock into which one or more Series A Preferred Shares are converted on the Conversion Date (as defined below) pursuant to the Certificate of Designation (as defined below) (the "Shares") at the initial price of, prior to the Closing, $260.00 and, after the Closing with respect to the shares of Common Stock into which one or more of the Series A Preferred Shares are converted on the Conversion Date pursuant to the Certificate of Designation, $10.00 (the "Initial Price"). The "Maximum Number of Shares" subject to the Share Forward Transaction is 1,000,000 Series A Preferred Shares, and then such number of shares of Common Stock into which the Series A Preferred Shares have been converted on the Conversion Date pursuant to the Certificate of Designation; provided that, the Maximum Number of Shares is reduced upon the Closing by the number of Redeemed Shares (as defined below), but in no event following such reduction, will the Maximum Number of Shares be more than 6,000,000 shares of Common Stock following the Closing.

On the Redemption Date (as defined below), pursuant to the Certificate of Designation BACA will, except to the extent prohibited by Delaware law governing distributions to stockholders, be required to redeem any Series A Preferred Shares that were not converted into shares of Common Stock on the Conversion Date pursuant to the Certificate of Designation ("Redeemed Shares"). Upon such redemption, (i) Seller is required to return the Redeemed Shares to the Counterparty, (ii) Seller will retain the Prepayment Amount relevant to the Redeemed Shares, and (iii) the number of shares subject to the Share Forward Transaction will be reduced by such number of Redeemed Shares. To the extent Seller chooses, in its sole discretion, to convert Series A Preferred Shares into an amount of Class A shares of Common Stock in excess of the Maximum Number of Shares, Seller will retain such Series A Preferred Shares and release to the Counterparty the corresponding Prepayment Amount.

At BACA's sole option, upon 45 days' written notice to Seller (the "PIPE Notice"), which notice would include the reasonably estimated total number of outstanding shares of Common Stock on a post-Closing pro forma basis, BACA may request that Seller enter into a mutually agreeable PIPE subscription agreement to commit to purchase an amount up to (i) $1.00 multiplied by (ii) the number of Shares Seller identifies in a preliminary notice in

substantially the form of the Pricing Date Notice, to be delivered by Seller within two (2) trading days following receipt of the PIPE Notice, with each Share to be purchased in the PIPE to be purchased by Seller at $6.00 per share (the "PIPE Transaction"); provided that Seller shall have no obligation to purchase shares in the PIPE Transaction if Seller provides written notice to Counterparty at least 30 days prior to the Closing that Seller will not be purchasing shares in the PIPE Transaction. Should Seller decline to purchase PIPE shares, BACA may terminate the Confirmation Agreement without penalty (but shall still be responsible for payment of Consideration Shares (as defined below) to Seller and reimbursement of certain legal fees and operating expenses). Upon any such termination, Seller will return the Recycled Shares (as defined in the Confirmation Agreement) to Counterparty and Seller will retain the Prepayment Amount for the Recycled Shares. The shares purchased by Seller in the PIPE Transaction may be sold by Seller at any time and at any price, subject to the requirements of securities laws, without payment by Seller to Counterparty of any Early Termination Obligation (as defined below). In the event the Counterparty enters into one or more other similar subscription agreements, with any other investor at any time during the term of the Share Forward Transaction, that provide for terms materially more favorable to such other investor thereunder than the terms of the PIPE Transaction, the Counterparty will promptly inform Seller of such more favorable terms in writing, and Seller will have the right to elect to have such more favorable terms included in the subscription agreement for the PIPE Transaction, and if Seller has already entered into such subscription agreement for the PIPE Transaction, the parties will promptly amend the subscription agreement for the PIPE Transaction to effect the same.

For purposes of the Share Forward Transaction, the valuation date (the "Valuation Date") will be the earlier to occur of (a) the date that is three years after the date of the Closing, (b) the date after the Closing specified by Seller in a written notice to be delivered to Counterparty at Seller's sole discretion (which Valuation Date will not be earlier than the day such notice is effective) after the occurrence of any of (x) a VWAP Trigger Event (as defined below), (y) a Delisting Event (as defined in the Confirmation Agreement), or (z) a Registration Failure (as defined in the Confirmation Agreement) and (c) the date in which the number of Shares is zero. The VWAP Trigger Event will occur if (i) provided that Seller has purchased shares of Common Stock pursuant to the PIPE Transaction, the volume average price per share ("VWAP Price"), for any 40 trading days during a 60 consecutive trading day-periodis below $3.00 per Share, and (ii) provided that Seller does not purchase shares of Common Stock pursuant to the PIPE Transaction, the VWAP Price, for any 20 trading days during a 30 consecutive trading day-periodis below $3.00 per Share. On the Valuation Date, the Counterparty is obligated to pay to Seller a cash amount equal to the number of Shares as of the Valuation Date, multiplied by the VWAP Price over the Valuation Period (as defined in the Confirmation Agreement), provided that the amount may be adjusted as follows (as adjusted "Settlement Adjustment Amount"): if the Counterparty, at its option, has requested that Seller purchase Shares in the PIPE Transaction pursuant to the terms of the Confirmation Agreement, then (1) (a) the Maximum Number of Shares less (b) any Terminated Shares (as defined below) as of the Valuation Date, multiplied by (2) $2.00, and in all other cases, then (A) (i) the Maximum Number of Shares less (ii) any Terminated Shares as of the Valuation Date, multiplied by (B) the sum of (i) $1.00 and (ii) the product of (y)(I) the gross proceeds in the PIPE Transaction divided by (II) $6,000,000; provided however, that no Settlement Adjustment Amount shall be due if more than 50% of the Recycled Shares as of the Business Combination have been terminated prior to the Valuation Date.

The Counterparty has agreed to indemnify and hold harmless Seller, its affiliates, assignees and other parties described therein (the "Indemnified Parties") from and against all losses, claims, damages and liabilities under the Confirmation Agreement and reimburse the Indemnified Parties for their reasonable expenses incurred in connection with such liabilities, subject to certain exceptions described therein, and has agreed to contribute to any amounts required to be paid by any Indemnified Parties if such indemnification is unavailable or insufficient to hold such party harmless.

As consideration for entering into the Share Forward Transaction, Counterparty will either (i) issue to Seller 500,000 Shares of Common Stock upon the Closing (the "Consideration Shares"), or (ii) to the extent Seller has already purchased Consideration Shares in the open market from third parties or otherwise holds such Consideration Shares and so notifies Counterparty prior to the date of the Closing, then on the Prepayment Date (as defined in the Confirmation Agreement), Counterparty will pay to Seller directly from the Seller's trust account an amount equal to the product of (x) the number of Consideration Shares held by Seller at Closing and (y) the Redemption Price as defined in Section 9.2(a) of the Certificate of Incorporation (as defined below). Such Consideration Shares may be sold by Seller at any time and at any price, subject to the requirements of securities laws, without payment by Seller to Counterparty of any Early Termination Obligation (as defined below).

After the Closing, Seller may, in its absolute discretion, terminate the Share Forward Transaction, in whole or in part, by providing written notice to Counterparty which would specify the quantity by which the number of Shares will be reduced (such quantity, the "Terminated Shares") and the Counterparty will be entitled to an amount from Seller, equal to the product of (x) the number of Terminated Shares and (y) the Reset Price (as defined below) in respect of such early termination price (an "Early Termination Obligation"). The Reset Price will initially be the Initial Price and upon the conversion of Series A Preferred Shares, the Initial Price will be $10.00 per Share and provided further that the Reset Price may be further reduced by any dilutive agreement executed by the Counterparty (other than certain grants or issuances under Counterparty's equity compensation plans or shares underlying the warrants issued in connection with the Business Combination or pursuant to the PIPE Transaction).

Without the prior written consent of Seller, Counterparty will not, and Counterparty shall cause the target in the Business Combination to not enter into, negotiate or exchange terms with any other party for any other Share Forward Transaction or any other similar arrangement to the Share Forward Transaction until the earlier action (i) the termination of the Share Forward Transaction and (ii) the Closing.

On December 21, 2023, the Seller issued to the Counterparty Pricing Date Notice with respect to the 1,000,000 Series A Preferred Shares. The parties agreed for the Counterparty to pay the Prepayment Amount ($260,000,000) by netting such amount against the Aggregate Purchase Price owed by the Investor pursuant to the Share Purchase Agreement ($260,000,000).

The foregoing summary of the Confirmation Agreement is qualified in its entirety by reference to the text of the Confirmation Agreement, which is filed as Exhibit 10.2 hereto and is incorporated herein by reference.