Pinstripes Holdings Inc.

04/23/2024 | Press release | Distributed by Public on 04/23/2024 14:48

Material Agreement - Form 8-K

Item 1.01. Entry into Material Definitive Agreement
On April 18, 2024, Pinstripes, Inc., a Delaware corporation ("Pinstripes"), a wholly-owned subsidiary of Pinstripes Holdings, Inc., a Delaware corporation (the "Company"), entered into a Distribution Capabilities and Proposal for Pinstripes, Inc. (the "Distribution Agreement") with Edward Don & Company LLC (the "Distributor"). The Distribution Agreement supersedes the Distribution Capabilities and Proposal for Pinstripes, Inc., dated as of March 1, 2010 between the Distributor and Pinstripes.
Pursuant to the Distribution Agreement, Pinstripes has agreed that the Distributor will act as the primary distribution partner for non-food supplies and equipment to Pinstripes. The Distribution Agreement will continue for a period of five years or until total purchases, net of returns and credits, reach $20.0 million (the "Initial Term"), with such Initial Term automatically renewing for successive one-year terms unless either party provides the other party with at least 90 days' written notice before the start of the new contract term. The Distribution Agreement may be terminated by, among other things, (i) either party for convenience with ninety (90) days prior written notice, (ii) the Distributor upon notice to Pinstripes, if Pinstripes fails to timely pay any amount due to the Distributor within ten days after written notice from the Distributor, or (iii) by the Distributor, upon 30 days written notice to Pinstripes, if Pinstripes' financial position deteriorates materially, determined by the Distributor in its sole judgment, or the Distributor becomes aware of any circumstances that, in the Distributor's sole judgment, materially impacts Pinstripes' ability to meet its financial obligations when due.
The foregoing description of the Distribution Agreement is qualified in its entirety by reference to the complete terms and conditions of the Distribution Agreement, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.