Exhibit 10.6 


 


SPONSOR WARRANTS PURCHASE AGREEMENT


 


THIS SPONSOR WARRANTS PURCHASE AGREEMENT (as it
may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of
[l], 2021, is entered into by and between Banyan Acquisition
Corporation, a Delaware corporation (the “Company”), and Banyan Acquisition Sponsor LLC, a Delaware limited
liability company (the “Purchaser”).


 


WHEREAS, the Company intends to consummate an initial
public offering of the Company’s units (the “Public Offering”), each unit consisting of one share of Class A
common stock of the Company, par value $0.0001 per share (a “Share”), and one-third of one redeemable warrant,
each whole warrant entitling the holder to purchase one Share at an exercise price of $11.50 per Share, as set forth in the Company’s
Registration Statement on Form S-1, as amended, filed with the U.S. Securities and Exchange Commission, No. 333-[l]
(the “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities Act”).


 


WHEREAS, the Purchaser has agreed to purchase,
at a price of $1.50 per warrant, an aggregate of 5,416,666 warrants (and up to 600,000 additional warrants depending on the extent to
which the underwriters in the Public Offering exercise their over-allotment option) (the “Private Placement Warrants”),
each Private Placement Warrant entitling the holder to purchase one Share at an exercise price of $11.50 per Share.


 


NOW THEREFORE, in consideration of the mutual promises
contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties to this Agreement hereby, intending legally to be bound, agree as follows:


 


AGREEMENT


 


Section 1. Authorization, Purchase and
Sale; Terms of the Private Placement Warrants.


 


A. Authorization of the Private Placement Warrants.
The Company has duly authorized the issuance and sale of the Private Placement Warrants, and, subject to proper exercise of the Private
Placement Warrants and against payment therefor, the Shares underlying such Private Placement Warrants, to the Purchaser.


 


B. Purchase and Sale of the Private Placement
Warrants.


 


(i) On the date of the consummation of the Public
Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “IPO Closing Date”),
the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 5,416,666 Private Placement Warrants
at a price of $1.50 per Private Placement Warrant for an aggregate purchase price of $8,125,000 (the “Purchase Price”).
The Purchaser shall pay, at least one (1) business day prior to the IPO Closing Date, the Purchase Price by wire transfer of immediately
available funds, to accounts designated by the Company, including to the trust account (the “Trust Account”),
at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee,
in accordance with the Company’s wiring instructions. On the IPO Closing Date, subject to receipt of funds pursuant to the immediately
prior sentence, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased on such date
duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.


 






     


     


    

 


(ii) On the date of the consummation of the
closing of the over-allotment option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually
agreed by the Purchaser and the Company (an “Over-allotment Closing Date,” and each Over-allotment Closing Date
(if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and
the Purchaser shall purchase from the Company, up to 600,000 Private Placement Warrants (or, to the extent the over-allotment option is
not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion of the over-allotment option that is
then exercised) at a price of $1.50 per Private Placement Warrant for an aggregate purchase price of up to $900,000 (if the over-allotment
option is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment
Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Company
or the Trust Account (as set forth in the wire instructions), at least one (1) business day prior to the applicable Over-allotment
Closing Date. On each Over-allotment Closing Date, subject to receipt of funds pursuant to the immediately prior sentence, the Company
shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered
in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.


 


C. Terms of the Private Placement Warrants.


 


(i) The Private Placement Warrants are substantially
identical to the warrants underlying the units to be offered in the Public Offering except that (a) the Private Placement Warrants
(including the underlying Shares issuable upon exercise of the Private Placement Warrants) will not, except in limited circumstances,
be transferable or salable until 30 days after the completion of the Company’s initial business combination (the “Business
Combination”) so long as they are held by the Purchaser or its permitted transferees, and (b) the Private Placement
Warrants are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will become freely
tradable only after the expiration of the lockup described above in clause (a) and they are registered pursuant to the Registration
Rights Agreement (as defined below) or an exemption from registration is available, and the restrictions described above in clause (a) have
expired and (c) each Private Placement Warrant shall have the terms set forth for private placement warrants in a Warrant Agreement
to be entered into by the Company and a warrant agent in connection with the Public Offering (the “Warrant Agreement”).


 


(ii) On or prior to the IPO Closing Date, the
Company and the Purchaser shall enter into a registration rights agreement (the “Registration Rights Agreement”)
pursuant to which the Company will grant certain registration rights to the Purchaser relating to, among other things, the Private Placement
Warrants and the Shares underlying the Private Placement Warrants.


 


Section 2. Representations and Warranties
of the Company.


 


As a material inducement to the Purchaser to enter
into this Agreement and purchase the Private Placement Warrants, the Company hereby represents and warrants to the Purchaser (which representations
and warranties shall survive each Closing Date) that:


 


A. Incorporation and Corporate Power. The
Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and is qualified
to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect
on the financial condition, operating results or assets of the Company. The Company possesses all requisite corporate power and authority
necessary to carry out the transactions contemplated by this Agreement and the Warrant Agreement.


 






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B. Authorization; No Breach.


 


(i) The execution, delivery and performance
of this Agreement and the Private Placement Warrants, and, subject to proper exercise of the Private Placement Warrants and against payment
therefor, the Shares underlying such Private Placement Warrants, have been duly authorized by the Company. This Agreement constitutes
the valid and binding obligation of the Company, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to
general equitable principles (whether considered in a proceeding in equity or law). Upon issuance in accordance with, and payment pursuant
to, the terms of the Warrant Agreement and this Agreement, the Private Placement Warrants, will constitute valid and binding obligations
of the Company, enforceable in accordance with their terms as of each Closing Date.


 


(ii) The execution and delivery by the Company
of this Agreement and the Private Placement Warrants, the issuance and sale of the Private Placement Warrants, the issuance of the Shares
upon exercise of the Private Placement Warrants and the fulfillment of and compliance with the respective terms hereof and thereof by
the Company, do not and will not as of each Closing Date (a) conflict with or result in a breach of the terms, conditions or provisions
of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the
Company’s capital stock or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval,
exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant
to the Company’s amended and restated certificate of incorporation and amended and restated bylaws (each, in effect on the date
hereof or as may be amended prior to completion of the contemplated Public Offering) or any material law, statute, rule or regulation
to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except for any filings required
after the date hereof under federal or state securities laws.


 


C. Title to Securities. Upon issuance in
accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, the Shares issuable upon exercise of the Private
Placement Warrants will be duly and validly issued, fully paid and nonassessable. On the date of issuance of the Private Placement Warrants,
the Shares issuable upon exercise of the Private Placement Warrants shall have been reserved for issuance. Upon issuance in accordance
with, and payment pursuant to, the terms hereof and the Warrant Agreement (as applicable), the Purchaser will have good title to the Private
Placement Warrants, including the Shares issuable upon exercise of the Private Placement Warrants, free and clear of all liens, claims
and encumbrances of any kind, other than (i) transfer restrictions hereunder and under the other agreements contemplated hereby,
(ii) transfer restrictions under federal and state securities laws, and (iii) liens, claims or encumbrances imposed due to the
actions of the Purchaser.


 


D. Governmental Consents. Assuming the accuracy
of the representations and warranties made by the Purchaser in this Agreement, no consent, approval, order or authorization of, or registration,
qualification, designation, declaration or filing with, any federal, state or local governmental authority is required on the part of
the Company in connection with the consummation of the transactions contemplated by this Agreement, except for applicable requirements
of the Securities Act.


 


E. Regulation D Qualification. Neither the
Company nor, to its actual knowledge, any of its affiliates, members, officers, directors or beneficial shareholders of 20% or more of
its outstanding securities, has experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under
the Securities Act.


 






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Section 3. Representations and Warranties
of the Purchaser.


 


As a material inducement to the Company to enter
into this Agreement and issue and sell the Private Placement Warrants to the Purchaser, the Purchaser hereby represents and warrants to
the Company (which representations and warranties shall survive each Closing Date) that:




 


A. Organization and Requisite Authority.
The Purchaser possesses all requisite power and authority necessary to carry out the transactions contemplated by this Agreement.


 


B. Authorization; No Breach.


 


(i) This Agreement constitutes a valid and binding
obligation of the Purchaser, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general equitable principles
(whether considered in a proceeding in equity or law).


 


(ii) The execution and delivery by the Purchaser
of this Agreement and the fulfillment of and compliance with the terms hereof by the Purchaser do not and shall not as of each Closing
Date (a) conflict with or result in a breach by the Purchaser of the terms, conditions or provisions of, (b) constitute a default
under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Purchaser’s equity or assets
under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption or other action by or notice
or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to the Purchaser’s organizational
documents in effect on the date hereof or as may be amended prior to completion of the contemplated Public Offering, or any material law,
statute, rule or regulation to which the Purchaser is subject, or any agreement, instrument, order, judgment or decree to which the
Purchaser is subject, except for any filings required after the date hereof under federal or state securities laws.


 


C. Investment Representations.


 


(i) The Purchaser is acquiring the Private Placement
Warrants, and, upon exercise of the Private Placement Warrants, the Shares issuable upon such exercise (collectively, the “Securities”)
for its own account, and not with a view towards, or for resale in connection with, any public sale or distribution thereof.


 


(ii) The Purchaser understands that the Securities
are being offered and will be sold to it in reliance on specific exemptions from the registration requirements of the United States federal
and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the
representations and warranties of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility
of the Purchaser to acquire such Securities.


 


(iii) The Purchaser is an “accredited
investor” as such term is defined in Rule 501(a)(3) of Regulation D under the Securities Act, and the Purchaser has not
experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities Act. The Purchaser
did not decide to enter into this Agreement as a result of any general solicitation or general advertising within the meaning of Rule 502(c) of
Regulation D under the Securities Act.


 


(iv) The Purchaser has been furnished with all
materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Securities
which have been requested by the Purchaser. The Purchaser has been afforded the opportunity to ask questions of the executive officers
and directors of the Company. The Purchaser understands that its investment in the Securities involves a high degree of risk and it has
sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to the
acquisition of the Securities.


 


(v) The Purchaser understands that no United
States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement
of the Securities or the fairness or suitability of the investment in the Securities by the Purchaser nor have such authorities passed
upon or endorsed the merits of the offering of the Securities.


 






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(vi) The Purchaser understands that: (a) the
Securities have not been and are not being registered under the Securities Act or any state securities laws, and may not be offered for
sale, sold, assigned or transferred unless (1) subsequently registered thereunder or (2) sold in reliance on an exemption therefrom;
and (b) except as specifically set forth in the Registration Rights Agreement, neither the Company nor any other person is under
any obligation to register the resale of the Securities under the Securities Act or any state securities laws or to comply with the terms
and conditions of any exemption thereunder. While the Purchaser understands that Rule 144 under the Securities Act is not available
for the resale of securities initially issued by shell companies (other than business combination related shell companies) or issuers
that have been at any time previously a shell company, the Purchaser understands that Rule 144 includes an exception to this prohibition
if the following conditions are met: (i) the issuer of the securities that was formerly a shell company has ceased to be a shell
company; (ii) the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”); (iii) the issuer of the securities has filed all Exchange Act
reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required
to file such reports and materials), other than Form 8-K reports; and (iv) at least one year has elapsed from the time that
the issuer filed current Form 10 type information with the Securities and Exchange Commission reflecting its status as an entity
that is not a shell company.


 


(vii) The Purchaser has such knowledge and experience
in financial and business matters, knowledge of the high degree of risk associated with investments in the securities of companies in
the development stage such as the Company, is capable of evaluating the merits and risks of an investment in the Securities and is able
to bear the economic risk of an investment in the Securities in the amount contemplated hereunder for an indefinite period of time. The
Purchaser has adequate means of providing for its current financial needs and contingencies and will have no current or anticipated future
needs for liquidity which would be jeopardized by the investment in the Securities. The Purchaser can afford a complete loss of its investments
in the Securities.


 


(viii) The Purchaser understands that the Private
Placement Warrants shall bear the legend substantially in the form set forth in the Warrant Agreement and be subject to appropriate “stop
transfer restrictions.”


 


Section 4. Conditions of the Purchaser’s
Obligations.


 


The obligations of the Purchaser to purchase and
pay for the Private Placement Warrants are subject to the fulfillment, on or before each Closing Date, of each of the following conditions:


 


A. Representations and Warranties. The representations
and warranties of the Company contained in Section 2 shall be true and correct at and as of such Closing Date as though then made.


 


B. Performance. The Company shall have performed
and complied with all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied
with by it on or before such Closing Date.


 


C. No Injunction. No litigation, statute,
rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any
court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated
hereby, which prohibits the consummation of any of the transactions contemplated by this Agreement or the Warrant Agreement.


 






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D. Warrant Agreement and Registration Rights
Agreement. The Company shall have entered into the Warrant Agreement and the Registration Rights Agreement, in each case on terms
satisfactory to the Purchaser.


 


Section 5. Conditions of the Company’s
Obligations.


 


The obligations of the Company to the Purchaser
under this Agreement are subject to the fulfillment, on or before each Closing Date, of each of the following conditions:


 


A. Representations and Warranties. The representations
and warranties of the Purchaser contained in Section 3 shall be true and correct at and as of such Closing Date as though then made.


 


B. Performance. The Purchaser shall have
performed and complied with all agreements, obligations and conditions contained in this Agreement that are required to be performed or
complied with by the Purchaser on or before such Closing Date.


 


C. Corporate Consents. The Company shall
have obtained the consent of its Board of Directors authorizing the execution, delivery and performance of this Agreement and the Warrant
Agreement and the issuance and sale of the Private Placement Warrants hereunder.


 


D. No Injunction. No litigation, statute,
rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any
court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated
hereby, which prohibits the consummation of any of the transactions contemplated by this Agreement or the Warrant Agreement.


 


E. Warrant Agreement. The Company shall
have entered into the Warrant Agreement.


 


Section 6. Termination.


 


This Agreement may be terminated at any time after
[_], 2021 upon the election by either the Company or the Purchaser upon written notice to the other party if the closing of the Public
Offering has not occurred prior to such date.


 


Section 7. Survival of Representations
and Warranties.


 


All of the representations and warranties contained
herein shall survive the applicable Closing Date.


 


Section 8. Definitions.


 


Terms used but not otherwise defined in this Agreement
shall have the meaning assigned to such terms in the Registration Statement.


 






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Section 9. Miscellaneous.


 


A. Successors and Assigns. Except as otherwise
expressly provided herein, all covenants and agreements contained in this Agreement by or on behalf of any of the parties hereto shall
bind and inure to the benefit of the respective successors of the parties hereto whether so expressed or not. Notwithstanding the foregoing
or anything to the contrary herein, the parties may not assign this Agreement, other than assignments by the Purchaser to affiliates thereof
(including, without limitation, one or more of its members).


 


B. Severability. Whenever possible, each
provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision
of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent
of such prohibition or invalidity, without invalidating the remainder of this Agreement.


 


C. Counterparts. This Agreement may be executed
simultaneously in two or more counterparts, none of which need contain the signatures of more than one party, but all such counterparts
taken together shall constitute one and the same agreement. Signatures to this Agreement transmitted via facsimile or e-mail or other
electronic transmission shall be valid and effective to bind the party so signing.


 


D. Descriptive Headings; Interpretation.
The descriptive headings of this Agreement are inserted for convenience only and do not constitute a substantive part of this Agreement.
The use of the word “including” in this Agreement shall be by way of example rather than by limitation.


 


E. Governing Law. This Agreement shall be
deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the internal
laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the laws of
another jurisdiction.


 


F. Amendments. This Agreement may not be
amended, modified or waived as to any particular provision, except by a written instrument executed by the parties hereto.


 


[Signature page follows]


 






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IN WITNESS WHEREOF, the parties hereto have executed
this Agreement to be effective as of the date first set forth above.


 


	 	COMPANY:
	 	 
	 	BANYAN ACQUISITION CORPORATION
	 	 
	 	By:	 
	 	 	Name: Keith Jaffee
	 	 	Title: Chief Executive Officer


 


	 	PURCHASER:
	 	 
	 	BANYAN ACQUISITION SPONSOR LLC
	 	 
	 	
    By:
	 

	 	 	Name: Keith Jaffee
	 	 	Title: Manager


 


[Signature Page to Private
Placement Warrants Purchase Agreement]