_____ Check if Applicable Clause Samples
The "Check if Applicable" clause serves as an instruction or placeholder within a contract, prompting parties to determine whether a particular provision should be included or enforced based on the specific circumstances of their agreement. In practice, this clause often appears in template contracts or forms, where certain terms may only be relevant to some transactions or relationships. By requiring parties to actively consider and confirm the relevance of a clause, it helps ensure that the final contract is tailored to the parties' needs and avoids the inclusion of unnecessary or inapplicable terms, thereby enhancing clarity and reducing the risk of disputes.
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_____ Check if Applicable. The undersigned, pursuant to the provisions set forth in the within Warrant, hereby agrees to purchase ________ shares of Common Stock covered by such Warrant, and makes payment herewith in full therefore at the price per share provided by such Warrant in cash or by certified or official bank check or by wired funds in the amount of $_______.
_____ Check if Applicable. The undersigned, pursuant to the provisions set forth in the within Warrant, hereby elects to exercise the cashless exercise provisions of the within warrant with respect to ________ shares of Common Stock covered by such Warrant, and requests that the Company issue to the undersigned an aggregate of _______ Warrant Shares based on the application of the formula set forth in Section 3(c) of such Warrant.
_____ Check if Applicable. In addition to the provisions stated above, Guarantor hereby pledges, assigns and grants to Bank a security interest in and title to the collateral described in the security agreement, deed of trust, deed to secure debt, mortgage or other collateral instrument dated , ------------------ 19 which collateral, except for any margin stock (as defined in Regulation ----- U of the Board of Governors of the Federal Reserve System), shall secure this Guaranty, whether currently existing or arising in the future. Guarantor agrees to execute such security agreements, financing statements and other documents as Bank may reasonably require or request to obtain and perfect its security interest in said collateral.
_____ Check if Applicable. The undersigned, pursuant to the provisions set forth in the within Warrant, hereby elects to exercise the cashless exercise provisions of the within warrant with respect to ________ shares of Common Stock covered by such Warrant, and requests that the Company issue to the undersigned an aggregate of _______ Warrant Shares based on the application of the formula set forth in Section 3(c) of such Warrant. [Delivery instructions via DTC to be included] Name of Registered Holder By: Name: Title: FOR VALUE RECEIVED, ____ all of or _______ shares of the foregoing Warrant and all rights evidenced thereby are hereby assigned to whose address is: Date: ______________, _______ Holder’s Address:
_____ Check if Applicable. The funding for the Services for this Agreement is provided via an award
_____ Check if Applicable. The Seller agrees to pay to Purchaser’s real estate salesperson (the “Agent”) (if applicable), a commission in the amount of % of the Total Purchase Price, and distributed in accordance with the terms and conditions as set forth therein. At Settlement on the Unit, said commission is hereby assigned to the Broker as set forth on the Broker Registration Form (attached hereto as Exhibit F) out of the proceeds of the sale of the Unit, and the settlement company is hereby authorized and directed to deduct the aforesaid commission from the proceeds of the sale and to make payment thereof directly to the Broker in accordance with a fully executed Registration Form. In the event that that an Agent or Broker is not identified in the Registration Form, or the Registration Form is not fully executed, Purchaser shall indemnify Seller against the claim of any other broker, salesperson or sales agent claiming through Purchaser, including any attorney’s fees incurred as a result of such claim. In the event that Settlement on the Unit does not occur for any reason, Agent shall not be entitled to any commission and Purchaser shall indemnify Seller against any claim that the Agent may have to such commission, including attorney’s fees incurred as a result of such claim.
_____ Check if Applicable. The undersigned, pursuant to the provisions set forth in the within Warrant, hereby elects to exercise the cashless exercise provisions of the within warrant with respect to ________ shares of Common Stock covered by such Warrant, and requests that the Company issue to the undersigned an aggregate of _______ Warrant Shares based on the application of the formula set forth in Section 3(c) of such Warrant. Name of Registered Holder By: Name: M▇▇▇▇ ▇▇▇▇ Title: CFO, Treasurer This Pre-Funded Private Placement Warrant Agreement (this “Agreement”) is dated as of September 23, 2024 (the “Issue Date”) and entered into by and between Banzai International, Inc., a Delaware corporation (the “Company”), and the undersigned, (together with its successors and assigns, the “Warrant Holder”).
_____ Check if Applicable. The undersigned, pursuant to the provisions set forth in the within Warrant, hereby elects to exercise the cashless exercise provisions of the within warrant with respect to ________ shares of Common Stock covered by such Warrant, and requests that the Company issue to the undersigned an aggregate of _______ Warrant Shares based on the application of the formula set forth in Section 3(c) of such Warrant. Name of Registered Holder By: Name: Title: Banzai International, Inc. 4▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇, Suite 250 Bainbridge Island, Washington 98110 Re: Securities Purchase Agreement, dated as of September 19, 2024 (the “Purchase Agreement”), between Banzai International, Inc. (the “Company”) and the purchasers signatory thereto (each, a “Purchaser” and, collectively, the “Purchasers”) Ladies and Gentlemen: Defined terms not otherwise defined in this lock-up agreement (the “Lock-Up Agreement”) shall have the meanings set forth in the Purchase Agreement. Pursuant to Section 2.2(a) of the Purchase Agreement and in satisfaction of a condition of the Company’s obligations under the Purchase Agreement, the undersigned irrevocably agrees with the Company that, from the date hereof until the date that the Purchasers no longer hold any Securities (as defined in the Purchase Agreement) (such period, the “Restriction Period”), the undersigned will not offer, sell, contract to sell, hypothecate, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any Affiliate of the undersigned or any person in privity with the undersigned or any Affiliate of the undersigned), directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to, any Common Shares of the Company or securities convertible, exchangeable or exercisable into, Common Shares of the Company beneficially owned, held or hereafter acquired by the undersigned (such securities, the “Securities” and any such transaction, a “Restricted Transaction”); provided, that, notwithstanding anything in this Lock-Up Agreement to the contrary, the covenants set forth in this sentence will not prohibit the undersigned from entering into Restricted Tr...
_____ Check if Applicable. [ ] Artist, at its own expense, may furnish camera-ready artwork for the Records. Such artwork shall be delivered in computer format at the time of delivery of the Master Recording. Company shall have the right to modify or conform the artwork to meet Company specifications and standards. However, Company shall consult with Artist before making any such modification. In the event that Artist elects not to furnish artwork, Company shall prepare the artwork and shall consult with Artist regarding the design. Company shall advance the sum of $ ______ for artwork preparation and such payment shall be considered an advance against future royalties.
_____ Check if Applicable. [ ] Company, in its discretion, may institute a search to determine whether there are any third party uses for such name. If the search indicates that the name cannot be used, Company and Artist shall mutually agree upon a substitute name. Any amounts up to but not exceeding six hundred dollars (US $600.00) may be expended for the purposes of the trademark search and will be considered as a recoupable advance.