Exhibit 10.1
FORM OF NON-REDEMPTION AGREEMENT AND ASSIGNMENT OF ECONOMIC INTEREST
This Non-Redemption Agreement and Assignment of Economic Interest (this Agreement)
is entered as of March __, 2023 by and among Berenson Acquisition Corp. I (BACA), Berenson SPAC Holdings I, LLC (the Sponsor) and the undersigned investors (Investor).
RECITALS
WHEREAS,
the Sponsor currently holds shares of Class B common stock of BACA, which were initially purchased by the Sponsor in a private placement prior to BACAs initial public offering (such shares (including, as applicable, the shares of
Class A common stock of BACA into which such shares are convertible), the Founder Shares and such Class A shares, as converted, the Class A Founder Shares);
WHEREAS, BACA expects to hold a special meeting of stockholders (the Meeting) for the purpose of approving, among
other things, an amendment to BACAs Amended and Restated Certificate of Incorporation (the Charter) to extend the date by which BACA must consummate an initial business combination (the Initial Business
Combination) for up to six additional months until as late as September 30, 2023 (such proposed Charter amendment, as proposed to be considered and voted upon at the Meeting, the Extension Amendment);
WHEREAS, the Charter provides that a stockholder of BACA may redeem its shares of Class A common stock, par value $0.0001 per
share, initially sold as part of the units in BACAs initial public offering (whether they were purchased in our initial public offering or thereafter in the open market) (the Public Shares and together with the Founder
Shares, the Common Stock) in connection with the Extension Amendment, on the terms set forth in the Charter (Redemption Rights);
WHEREAS, subject to the terms and conditions of this Agreement, the Sponsor desires to transfer to Investor, and Investor desires to
acquire from the Sponsor, that number of Founder Shares set forth opposite such Investors name on Exhibit A, which shall be converted by the Sponsor into shares of Class A common stock, par value $0.0001 as permitted by the Charter
prior to the transfer (the Assigned Securities), to be transferred to Investor in connection with BACAs completion of its Initial Business Combination, and, prior to the transfer of the Assigned Securities to Investor, the
Sponsor desires to assign the economic benefits of the Assigned Securities to Investor.
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