Exhibit 10.2


 


INVESTMENT MANAGEMENT TRUST AGREEMENT


 


This Investment Management
Trust Agreement (this “Agreement”) is made effective as of September 7, 2021 by and between Banner Acquisition
Corp., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a
New York limited liability trust company (the “Trustee”).


 


WHEREAS, the Company’s
registration statement on Form S-1, File No. 333-257906 (the “Registration Statement”) and prospectus
(the “Prospectus”) for the initial public offering of the Company’s units (the “Units”),
each of which consists of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common
Stock”), and one-half of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one share of
Common Stock (such initial public offering hereinafter referred to as the “Offering”), has been declared effective
on or prior to the date hereof by the U.S. Securities and Exchange Commission; and


 


WHEREAS, the Company has entered
into an Underwriting Agreement (the “Underwriting Agreement”) with BofA Securities, Inc. as underwriter
(the “Underwriter”); and


 


WHEREAS, as described in the
Prospectus, $151,500,000 of the gross proceeds of the Offering and sale of the Private Placement Warrants (as defined in the Underwriting
Agreement) (or $174,225,000 if the Underwriter’s over-allotment option is exercised in full) will be delivered to the Trustee to
be deposited and held in a segregated trust account located at all times in the United States (the “Trust Account”)
for the benefit of the Company and the holders of the Common Stock included in the Units issued in the Offering (“Public Shares”)
as hereinafter provided (the amount to be delivered to the Trustee (and any interest subsequently earned thereon) is referred to herein
as the “Property,” the stockholders for whose benefit the Trustee shall hold the Property will be referred to
as the “Public Stockholders,” and the Public Stockholders and the Company will be referred to together as the
 “Beneficiaries”); and


 


WHEREAS, pursuant to the Underwriting
Agreement, a portion of the Property equal to $5,250,000, or $6,037,500 if the Underwriter’s over-allotment option is exercised
in full, is attributable to deferred underwriting discounts and commissions that will be payable by the Company to the Underwriter upon
and concurrently with the consummation of the Business Combination (as defined below) (the “Deferred Discount”);
and


 


WHEREAS, the Company and the
Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold the Property.


 


NOW THEREFORE, IT IS
AGREED:


 


1.               Agreements
and Covenants of Trustee. The Trustee hereby agrees and covenants to:


 


(a)            Hold
the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in the Trust Account established by the Trustee
located in the United States at Bank of America, N.A. (or at another U.S.-chartered commercial bank with consolidated assets of $100 billion
or more), and at a brokerage institution selected by the Trustee that is reasonably satisfactory to the Company;


 






    


    


    







 


(b)            Manage,
supervise and administer the Trust Account subject to the terms and conditions set forth herein;


 


(c)            In
a timely manner, upon the written instruction of the Company, invest and reinvest the Property solely in United States government securities
within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a maturity of 185 days or less,
or in money market funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated
under the Investment Company Act of 1940, as amended (or any successor rule), which invest only in direct U.S. government treasury obligations,
as determined by the Company, it being understood that the Trustee has no obligation to monitor or question the Company’s determination
that an investment is in compliance with the foregoing clause; the Company shall not instruct the Trustee to invest in any other securities
or assets, it being understood that the Trust Account will earn no interest while account funds are uninvested awaiting the Company’s
instructions hereunder, while on deposit, and the Trustee may earn bank credits or other consideration;


 


(d)           Collect
and receive, when due, all interest or other income arising from the Property, which shall become part of the “Property,”
as such term is used herein;


 


(e)            Promptly
notify the Company and the Underwriter of all communications received by the Trustee with respect to any Property requiring action by
the Company;


 


(f)            Supply
any necessary information or documents as may be requested by the Company (or its authorized agents) in connection with the Company’s
preparation of the tax returns relating to assets held in the Trust Account or in connection with the preparation or completion of the
audit of the Company’s financial statements by the Company’s auditors;


 


(g)           Participate
in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the
Company to do so;


 


(h)           Render
to the Company monthly written statements of the activities of, and amounts in, the Trust Account reflecting all receipts and disbursements
of the Trust Account;


 


(i)            Commence
liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter
from the Company (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit A
or Exhibit B, as applicable, signed on behalf of the Company by its Chief Executive Officer, Chief Financial Officer, Secretary
or Chairman of the board of directors of the Company (the “Board”) or other authorized officer of the Company
and, in the case of Exhibit A, acknowledged and agreed to by the Underwriter, and complete the liquidation of the Trust Account
and distribute the Property in the Trust Account, including interest earned on the funds held in the Trust Account and not previously
released to the Company to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), only as directed in the Termination
Letter and the other documents referred to therein, or (y) upon the date which is the later of (i) 18 months after the closing
of the Offering (or 21 months if the Company has executed a letter of intent, agreement in principle or definitive agreement for its initial
Business Combination within 18 months from the closing of the Offering but has not completed its initial Business Combination within such
18-month period) and (ii) such later date as may be approved by the Company’s stockholders in accordance with the Company’s
amended and restated certificate of incorporation, if a Termination Letter has not been received by the Trustee prior to such date, in
which case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B
and the Property in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to
the Company to pay its taxes (less up to $100,000 of interest to pay dissolution expenses) shall be distributed to the Public Stockholders
of record as of such date;


 






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(j)            Upon
written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit C,
withdraw from the Trust Account and distribute to the Company the amount of interest earned on the Property requested by the Company to
cover any tax obligation owed by the Company as a result of assets of the Company or interest or other income earned on the Property,
which amount shall be delivered directly to the Company by electronic funds transfer or other method of prompt payment, and the Company
shall forward such payment to the relevant taxing authority; provided, however, that to the extent there is not sufficient
cash in the Trust Account to pay such tax obligation, the Trustee shall liquidate such assets held in the Trust Account as shall be designated
by the Company in writing to make such distribution so long as there is no reduction in the principal amount per share initially deposited
in the Trust Account; provided, further, however, that if the tax to be paid is a franchise tax, the written request
by the Company to make such distribution shall be accompanied by a copy of the franchise tax bill from the State of Delaware for the Company.
The written request of the Company in the form of Exhibit C referenced above shall constitute presumptive evidence that the
Company is entitled to said funds, and the Trustee shall have no responsibility to look beyond said request (it being acknowledged and
agreed that any such amount in excess of interest income earned on the Property shall not be payable from the Trust Account);


 


(k)            Upon
written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit D,
the Trustee shall distribute to the Public Stockholders of record as of such date the amount requested by the Company to be used to redeem
shares of Common Stock from Public Stockholders properly submitted in connection with a stockholder vote to approve an amendment to the
Company’s amended and restated certificate of incorporation (i) to modify the substance or timing of the Company’s obligation
to provide for the redemption of its Public Shares in connection with an initial Business Combination or to redeem 100% of such Public
Shares if the Company has not consummated an initial Business Combination within such time as is described in the Company’s amended
and restated certificate of incorporation or (ii) with respect to any other material provisions relating to stockholders’ rights
or pre-initial Business Combination activity. The written request of the Company referenced above shall constitute presumptive evidence
that the Company is entitled to distribute said funds, and the Trustee shall have no responsibility to look beyond said request; and


 


(l)            Not
make any withdrawals or distributions from the Trust Account other than pursuant to Section 1(i), (j) or (k) above.


 






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2.              Agreements
and Covenants of the Company. The Company hereby agrees and covenants to:


 


(a)            Give
all instructions to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board, Chief Executive Officer, Chief
Financial Officer or Secretary. In addition, except with respect to its duties under Sections 1(i), 1(j) and 1(k) hereof,
the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it,
in good faith and with reasonable care, believes to be given by any one of the persons authorized above to give written instructions,
provided that the Company shall promptly confirm such instructions in writing;


 


(b)            Subject
to Section 4 hereof, hold the Trustee harmless and indemnify the Trustee from and against any and all reasonable and documented
expenses, including reasonable outside counsel fees and disbursements, or losses suffered by the Trustee in connection with any action
taken by it hereunder and in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or
in connection with any claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder,
or the Property or any interest earned on the Property, except for expenses and losses resulting from the Trustee’s or its representatives’
gross negligence, fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement
of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b),
it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”). The
Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; provided that the Trustee shall
obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld or delayed;
provided, further, that the Company may conduct and manage the defense against any Indemnified Claim if the Trustee does not promptly
take action to mount such a defense. The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the
Company, which such consent shall not be unreasonably withheld or delayed. The Company may participate in such action with its own counsel;


 


(c)            Pay
the Trustee the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee, and transaction
processing fee which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property
shall not be used to pay such fees unless and until the consummation of the Business Combination (as defined below). The Company shall
pay the Trustee the initial acceptance fee and the first annual administration fee at the consummation of the Offering. The Trustee shall
refund to the Company the annual administration fee (on a pro rata basis) with respect to any period after the liquidation of the Trust
Account. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c),
Schedule A and as may be provided in Section 2(b) hereof;


 


(d)            In
connection with any vote of the Company’s stockholders regarding a merger, capital stock exchange, asset acquisition, stock purchase,
reorganization or similar business combination involving the Company and one or more businesses (the “Business Combination”)
or to approve an amendment to the certificate of incorporation as described in Section 1(k), provide to the Trustee an affidavit
or certificate of the inspector of elections for the stockholder meeting verifying the vote of such stockholders regarding such Business
Combination or such amendment as the case may be;


 






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(e)            Provide
the Underwriter with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee with respect
to any proposed withdrawal from the Trust Account promptly after it issues the same;


 


(f)            Unless
otherwise agreed between the Company and the Underwriter, ensure that any Instruction Letter (as defined in Exhibit A) delivered
in connection with a Termination Letter in the form of Exhibit A expressly provides that the Deferred Discount is paid directly
to the account or accounts directed by the Underwriter prior to any transfer of the funds held in the Trust Account to the Company or
any other person;


 


(g)            Instruct
the Trustee to make only those distributions that are permitted under this Agreement, and refrain from instructing the Trustee to make
any distributions that are not permitted under this Agreement; and


 


(h)            Within
four (4) business days after the Underwriter exercise the over-allotment option (or any unexercised portion thereof) or such over-allotment
option expires, provide the Trustee with a notice in writing of the total amount of the Deferred Discount, which shall in no event be
less than $5,250,000.


 


3.               Limitations
of Liability. The Trustee shall have no responsibility or liability to:


 


(a)            Imply
obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this Agreement
and that which is expressly set forth herein;


 


(b)            Take
any action with respect to the Property, other than as directed in Section 1 hereof, and the Trustee shall have no liability
to any third party except for liability arising out of the Trustee’s or its representatives’ gross negligence, fraud or willful
misconduct, and in no event shall the Trustee be liable for the selection of investments or for investment losses incurred thereon or
for losses incurred as a result of the liquidation of any such investment prior to its maturity date or the failure of the Company to
provide timely written investment instruction;


 


(c)            Institute
any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind
with respect to, any of the Property unless and until it shall have received instructions from the Company given as provided herein to
do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any reasonable and documented expenses incident
thereto;


 


(d)            Refund
any depreciation in principal of any Property;


 


(e)            Assume
that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise
in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee;


 






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(f)            The
other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in
good faith and in the Trustee’s reasonable best judgment, except for the Trustee’s or its representatives’ gross negligence,
fraud or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate,
opinion or advice of counsel (including counsel chosen by the Trustee with written notification to the Company, which counsel may be the
Company’s counsel), statement, instrument, report or other paper or document (not only as to its due execution and the validity
and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which the Trustee
believes, in good faith and with reasonable care, to be genuine and to be signed or presented by the proper person or persons. The Trustee
shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms
hereof, unless evidenced by a written instrument delivered to the Trustee, signed by the proper party or parties and, if the duties or
rights of the Trustee are affected, unless it shall give its prior written consent thereto;


 


(g)           Verify
the accuracy of the information contained in the Registration Statement;


 


(h)            Provide
any assurance that any Business Combination entered into by the Company or any other action taken by the Company is as contemplated by
the Registration Statement;


 


(i)             File
information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written statements
to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property;


 


(j)             Prepare,
execute and file tax reports, income or other tax returns and pay any taxes with respect to any income generated by, and activities relating
to, the Trust Account, regardless of whether such tax is payable by the Trust Account or the Company, including, but not limited to, franchise
and income tax obligations, except pursuant to Section 1(j) hereof; or


 


(k)            Verify
calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i),
1(j) and 1(k) hereof.


 


4.               Trust
Account Waiver. The Trustee has no right of set-off or any right, title, interest or claim of any kind (“Claim”)
to, or to any monies, securities or other property in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies,
securities or other property in, the Trust Account that it may have now or in the future. In the event the Trustee has any Claim against
the Company under this Agreement, including, without limitation, under Section 2(b) or Section 2(c) hereof,
the Trustee shall pursue such Claim solely against the Company and its assets outside the Trust Account and not against the Property or
any monies, securities or other property in the Trust Account.


 


5.               Termination.
This Agreement shall terminate as follows:


 


(a)            If
the Trustee gives written notice to the Company that it desires to resign under this Agreement, the Company shall use its reasonable efforts
to locate a successor trustee, pending which the Trustee shall continue to act in accordance with this Agreement. At such time that the
Company notifies the Trustee that a successor trustee has been appointed and has agreed to become subject to the terms of this Agreement
(whether following the Trustee giving notice that it desires to resign under this Agreement or the Company otherwise electing to replace
the Trustee under this Agreement), the Trustee shall transfer the management of the Trust Account to the successor trustee, including
but not limited to the transfer of copies of the reports and statements relating to the Trust Account, and any other reasonable transfer
requests the Company may make, whereupon this Agreement shall terminate; provided, however, that in the event that the Company
does not locate a successor trustee within ninety (90) days of receipt of the resignation notice from the Trustee, the Trustee may submit
an application to have the Property deposited with any court in the State of New York or with the United States District Court for the
Southern District of New York and upon such deposit, the Trustee shall be immune from any liability whatsoever; or


 






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(b)            At
such time that the Trustee has completed the liquidation of the Trust Account and its obligations in accordance with the provisions of
Section 1(i) hereof and distributed the Property in accordance with the provisions of the Termination Letter, this Agreement
shall terminate except with respect to Section 2(b).


 


(c)            If
the Public Offering is not consummated within ten (10) business days after the date of this Agreement, in which case any funds received
by the Trustee from the Company or Banner SPAC Sponsor, LLC, as applicable, for purposes of funding the Trust Account shall be promptly
returned to the Company or Banner SPAC Sponsor, LLC, as applicable.


 


6.              Miscellaneous.


 


(a)            The
Company and the Trustee each acknowledge that the Trustee will follow the security procedures set forth below with respect to funds transferred
from the Trust Account. The Company and the Trustee will each restrict access to confidential information relating to such security procedures
to authorized persons. Each party must notify the other party immediately if it has reason to believe unauthorized persons may have obtained
access to such confidential information, or of any change in its authorized personnel. In executing funds transfers, the Trustee shall
rely upon all information supplied to it by the Company, including, account names, account numbers, and all other identifying information
relating to a Beneficiary, Beneficiary’s bank or intermediary bank. Except for any liability arising out of the Trustee’s
or its representatives’ gross negligence, fraud or willful misconduct, the Trustee shall not be liable for any loss, liability or
expense resulting from any error in the information or transmission of the funds.


 


(b)            This
Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect
to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. This Agreement may
be executed in several original or facsimile counterparts, each one of which shall constitute an original, and together shall constitute
but one instrument.


 


(c)            This
Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof. This Agreement
or any provision hereof may only be changed, amended or modified (other than to correct a typographical error) by a writing signed by
each of the parties hereto.


 






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(d)            This
Agreement or any provision hereof may only be changed, amended or modified pursuant to Section 6(c) hereof with the Consent
of the Stockholders, it being the specific intention of the parties hereto that each of the Company’s stockholders is, and shall
be, a third party beneficiary of this Section 6(d) with the same right and power to enforce this Section 6(d) as
the other parties hereto. For purposes of this Section 6(d), the “Consent of the Stockholders” means
receipt by the Trustee of a certificate from the inspector of elections of the applicable stockholder meeting certifying that either (i) the
Company’s stockholders of record as of a record date established in accordance with Section 213(a) of the Delaware General
Corporation Law, as amended (“DGCL”) (or any successor rule), who hold sixty-five percent (65%) or more of all
then outstanding shares of the Common Stock and Class B common stock, par value $0.0001 per share, of the Company voting together
as a single class, have voted in favor of such change, amendment or modification, or (ii) the Company’s stockholders of record
as of the record date who hold sixty-five percent (65%) or more of all then outstanding shares of the Common Stock and Class B common
stock, par value $0.0001 per share, of the Company voting together as a single class, have delivered to such entity a signed writing approving
such change, amendment or modification. No such amendment will affect any Public Stockholder who has otherwise properly indicated his
election to redeem his Public Shares in connection with a stockholder vote sought to change, amend or modify this Agreement, including
a corresponding change to the Company’s amended and restated certificate of incorporation, (A) to modify the substance or timing
of the Company’s obligation to provide for the redemption of its Public Shares in connection with an initial Business Combination
or to redeem 100% of such shares if the Company has not consummated an initial Business Combination within such time as is described in
the Company’s amended and restated certificate of incorporation or (B) with respect to any other material provisions relating
to stockholders’ rights or pre-initial Business Combination activity. Except for any liability arising out of the Trustee’s
or its representatives’ gross negligence, fraud or willful misconduct, the Trustee may rely conclusively on the certification from
the inspector of elections referenced above and shall be relieved of all liability to any party for executing the proposed amendment in
reliance thereon.


 


(e)            The
parties hereto consent to the jurisdiction and venue of any state or federal court located in the City of New York, State of New York,
for purposes of resolving any disputes hereunder. AS TO ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN ANY WAY RELATING TO THIS AGREEMENT,
EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY.


 






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(f)            Any
notice, consent or request to be given in connection with any of the terms or provisions of this Agreement shall be in writing and shall
be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery or by facsimile
or email transmission:


 


if to the Trustee, to:


 


American Stock Transfer & Trust
Company, LLC

6201 15th Avenue

Brooklyn, NY 11219

Attn: Relationship Management

Email: admin12@astfinancial.com


 


if to the Company, to:


 


Banner Acquisition Corp.

1633 W. Innovation Way

Lehi, UT 84043

Attn.: Tanner Ainge

Email: tanner@banneracquisition.com


 


in each case, with copies to:


 


Vinson & Elkins L.L.P.


1001 Fannin Street, Suite 2500


Houston, TX 77002


Attn: Sarah Morgan


Email: smorgan@velaw.com


 


 and




 


BofA Securities, Inc.

One Bryant Park

New York, NY 10036

Facsimile: (646) 855 3073

Attention: Syndicate Department

with a copy to:

Facsimile: (212) 230-8730

Attention: ECM Legal


 


 and




 


Sidley Austin LLP

787 Seventh Avenue

New York, New York 10019

Attn: Edward Petrosky

Email: epetrosky@sidley.com


 






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(g)           This
Agreement may not be assigned by the Trustee without the prior written consent of the Company.


 


(h)            Each
of the Company and the Trustee hereby represents that it has the full right and power and has been duly authorized to enter into this
Agreement and to perform its respective obligations as contemplated hereunder. The Trustee acknowledges and agrees that it shall not make
any claims or proceed against the Trust Account, including by way of set-off, and shall not be entitled to any funds in the Trust Account
under any circumstance.


 


(i)            This
Agreement is the joint product of the Trustee and the Company and each provision hereof has been subject to the mutual consultation, negotiation
and agreement of such parties and shall not be construed for or against any party hereto.


 


(j)            This
Agreement may be executed in any number of counterparts, and each of such counterparts shall for all purposes be deemed to be an original,
and all such counterparts shall together constitute but one and the same instrument. The words “executed”, “execution,”
 “signed,” “signature,” and words of like import in this Agreement or in any certificate, agreement or document
related to this Agreement shall include images of manually executed signatures transmitted by facsimile, email or other electronic format
(including, without limitation, “pdf,” “tif” or “jpg”) but shall not include (nor shall this Agreement
be executed by means of) electronic signatures (including, without limitation, DocuSign and AdobeSign). The use of signatures transmitted
electronically and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated,
received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature
or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures
in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law, including,
without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code.


 


(k)            Each
of the Company and the Trustee hereby acknowledges and agrees that the Underwriter is a third party beneficiary of this Agreement.


 


(l)            Except
as specified herein, no party to this Agreement may assign its rights or delegate its obligations hereunder to any other person or entity.


 


[Signature Page Follows]


 




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IN WITNESS WHEREOF,
the parties have duly executed this Investment Management Trust Agreement as of the date first written above.


 


	 	AMERICAN STOCK TRANSFER &
    TRUST COMPANY, LLC, as Trustee
	 	 
	 	 
	 	By:	/s/ Mike Nespoli
	 	 	Name: Mike Nespoli
	 	 	Title:   Executive Director, Relationship Management
	 	 
	 	BANNER ACQUISITION CORP.
	 	 
	 	By:	/s/ Tanner Ainge
	 	 	Name: Tanner Ainge
	 	 	Title:   Chief Executive Officer



 


Signature
Page to


Investment
Management Trust Agreement


 




    


    


    



 


Schedule A


 


	Fee Item	 	Time and method of payment	 	Amount	 
	Initial set-up fee.	 	Initial closing of Offering by wire transfer.	 	$	4,000	 
	Trustee administration fee	 	Payable annually.  First year fee payable at initial closing of Offering by wire transfer thereafter by wire transfer or check.	 	$	8,000	 
	Transaction processing fee for disbursements to Company under Sections 1(i), 1(j) and 1(k)	 	Billed to Company following disbursement made to Company under Section 1	 	$	250	 
	Paying Agent services as required pursuant to Sections 1(i) and 1(k)	 	Billed to Company upon delivery of service pursuant to Sections 1(i) and 1(k)	 	 	Prevailing rates	 




 




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Exhibit A


 


[Letterhead of Company]


 


[Insert date]


 


American Stock Transfer & Trust Company,
LLC


6201 15th Avenue


Brooklyn, NY 11219


Attn: Relationship Management


 


		Re:	Trust Account - Termination Letter



 


Dear Sir or Madam:


 


Pursuant to Section 1(i) of
the Investment Management Trust Agreement between Banner Acquisition Corp. (the “Company”) and American Stock
Transfer & Trust Company, LLC (the “Trustee”), dated as of         , 2021 (the “Trust Agreement”),
this is to advise you that the Company has entered into an agreement with [insert name] (the “Target Business”)
to consummate a business combination with Target Business (the “Business Combination”) on or about [insert date].
The Company shall notify you at least seventy-two (72) hours in advance of the actual date of the consummation of the Business Combination
(or such shorter time period as you may agree) (the “Consummation Date”). Capitalized terms used but not defined
herein shall have the meanings set forth in the Trust Agreement.


 


In accordance with the terms
of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account and to transfer the proceeds
into a segregated account held by you on behalf of the Beneficiaries to the effect that, on the Consummation Date, all of the funds held
in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation
Date (including as directed to it by BofA Securities, Inc. (the “Underwriter”) (with respect to the Deferred
Discount)). It is acknowledged and agreed that while the funds are on deposit in the trust operating account at Bank of America, N.A.,
awaiting distribution, neither the Company nor the Underwriter will earn any interest or dividends.


 


On the Consummation Date (i) counsel
for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially
concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and
(ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of the Chief Executive Officer of the Company, which
verifies that the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held and (b) a
joint written instruction signed by the Company and the Underwriter with respect to the transfer of the funds held in the Trust Account,
including payment of the Deferred Discount to the Underwriter from the Trust Account (the “Instruction Letter”).
You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification
and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust
Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company
shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company.
Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the
Trust Account, your obligations under the Trust Agreement shall be terminated.


 






    A-1


    


    

 





In the event that the Business
Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the
original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the
funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business
day immediately following the Consummation Date as set forth in such written instruction as soon thereafter as possible.


 


[signature page follows]


 




    A-2


    


    


 


	 	Very truly yours,
	 	 
	 	Banner Acquisition Corp.
	 	 
	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:




 


	Agreed and acknowledged by:	 
	 	 
	BofA Securities, Inc.	 
	 	 
	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 




 




    A-3


    


    


 


Exhibit B


 


[Letterhead of Company]


 


[Insert date]


 


American Stock Transfer & Trust Company,
LLC


6201 15th Avenue


Brooklyn, NY 11219


Attn: Relationship Management


 


		Re:	Trust Account - Termination Letter



 


Dear Sir or Madam:


 


Pursuant to Section 1(i) of
the Investment Management Trust Agreement between Banner Acquisition Corp. (the “Company”) and American Stock
Transfer & Trust Company, LLC (the “Trustee”), dated as of           , 2021 (the “Trust Agreement”),
this is to advise you that the Company has been unable to effect a business combination with a target business within the time frame specified
in the Company’s Amended and Restated Certificate of Incorporation, as described in the Company’s Prospectus relating to the
Offering. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


In accordance with the terms
of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account and to transfer the total proceeds
into a segregated account held by you on behalf of the Beneficiaries to await distribution to the Public Stockholders. The Company has
selected [_____](1) as the effective date for the purpose of determining when the Public Stockholders will be entitled to receive
their share of the liquidation proceeds. You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree
to distribute said funds directly to the Company’s Public Stockholders in accordance with the terms of the Trust Agreement and the
Amended and Restated Certificate of Incorporation of the Company. Upon the distribution of all the funds, net of any payments necessary
for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated,
except to the extent otherwise provided in Section 1(i) of the Trust Agreement.


 


(1) 18 months (or 21 months, as applicable)
from the closing of the Offering, or at a later date, if extended.


 


	 	Very truly yours,
	 	 
	 	Banner Acquisition Corp.
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 


		cc:	BofA Securities, Inc.



 




    B-1


    


    


 


Exhibit C


 


[Letterhead of Company]


 


[Insert date]


 


American Stock Transfer & Trust Company,
LLC


6201 15th Avenue


Brooklyn, NY 11219


Attn: Relationship Management


 


		Re:	Trust Account - Tax Payment Withdrawal Instruction



 


Dear Sir or Madam:


 


Pursuant to Section 1(j) of
the Investment Management Trust Agreement between Banner Acquisition Corp. (the “Company”) and American Stock
Transfer & Trust Company, LLC (the “Trustee”), dated as of         , 2021 (the “Trust Agreement”),
the Company hereby requests that you deliver to the Company $[__] of the interest income earned on the Property as of the date hereof.
Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


The Company needs such funds
to pay for the tax obligations as set forth on the attached tax return or tax statement. In accordance with the terms of the Trust Agreement,
you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s
operating account at:


 


[WIRE INSTRUCTION INFORMATION]


 


	 	Very truly yours,
	 	 
	 	Banner Acquisition Corp.
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 


		cc:	BofA Securities, Inc.



 




    C-1


    


    


 





Exhibit D


 


[Letterhead of Company]


 


[Insert date]


 


American Stock Transfer & Trust Company,
LLC


6201 15th Avenue


Brooklyn, NY 11219


Attn: Relationship Management


 


		Re:	Trust Account - Stockholder Redemption Withdrawal Instruction



 


Dear Sir or Madam:


 


Pursuant to Section 1(k) of
the Investment Management Trust Agreement between Banner Acquisition Corp. (the “Company”) and American Stock
Transfer & Trust Company, LLC (the “Trustee”), dated as of           , (the “Trust Agreement”),
the Company hereby requests that you deliver to the redeeming Public Stockholders of the Company $[__] of the principal and interest income
earned on the Property as of the date hereof into a segregated account held by you on behalf of the Beneficiaries. Capitalized terms used
but not defined herein shall have the meanings set forth in the Trust Agreement.


 


The Company needs such funds
to pay its Public Stockholders who have properly elected to have their shares of Common Stock redeemed by the Company in connection with
a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (a) to modify
the substance or timing of the Company’s obligation to provide for the redemption of its Public Shares in connection with an initial
Business Combination or to redeem 100% of such shares if the Company has not consummated an initial Business Combination within such time
as is described in the Company’s amended and restated certificate of incorporation or (b) with respect to any other material
provisions relating to stockholders’ rights or pre-initial Business Combination activity. As such, you are hereby directed and authorized
to transfer (via wire transfer) such funds promptly upon your receipt of this letter into a segregated account held by you on behalf of
the Beneficiaries.


 


	 	Very truly yours,
	 	 
	 	Banner Acquisition Corp.
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 


		cc:	BofA Securities, Inc.



 






    D-1