Common use of Commitment and Structuring Fee Clause in Contracts

Commitment and Structuring Fee. Each of the parties shall pay its own fees and expenses (including the fees of any attorneys, accountants, appraisers or others engaged by such party) in connection with this Agreement and the transactions contemplated hereby, except that the Company shall pay to the Investor, a structuring fee in the amount of $25,000, which has been paid prior to the date hereof. The Company shall pay a commitment fee in an amount equal to 1% of the Commitment Amount (the “Commitment Fee”) of which (a) one-half of the Commitment Fee shall be paid within three Trading Days of the date hereof by the issuance to the Investor of such number of Common Shares that is equal to one-half of the Commitment Fee divided by the closing price of the Common Shares as of the Trading Day immediately prior to the date hereof (the “Commitment Shares”), and (b) the remaining one-half of the Commitment Fee (the “Deferred Fee”) shall be paid on the three-month anniversary of the date hereof and shall be paid in cash (or by way of an Advance). The Commitment Shares issuable hereunder shall be included on the initial Registration Statement. Subject to the satisfaction or waiver by the Investor of the conditions set forth in Annex III, the Company shall be permitted to submit an Advance Notice solely for the purposes of generating proceeds to pay the Deferred Fee notwithstanding the limitations set forth in Section 3.01(a)(iii) herein.

Commitment and Structuring Fee. Each of the parties shall pay its own fees and expenses (including the fees of any attorneys, accountants, appraisers or others engaged by such party) in connection with this Agreement and the transactions contemplated hereby, except that the Company shall pay to YA Global II SPV, LLC, a subsidiary of the Investor, a structuring fee in the amount of $25,00035,000, which has been paid prior to the date hereof. The Company shall pay a commitment fee in an amount equal to 1% of the Commitment Amount (the “Commitment Fee”) of which (a) one-half of the Commitment Fee shall be paid within three Trading Days of the date hereof by the issuance to the Investor of as follows: (i) Banzai shall issue to the Investor such number of shares of Banzai Class A common stock such that upon consummation of the Business Combination the Investor shall receive 300,000 Common Shares that is equal to one-half of the Commitment Fee divided by Company pursuant to the closing price terms of the Common Shares as of the Trading Day immediately prior to the date hereof Merger Agreement (the “Commitment Shares”)) on the date hereof, and (bii) the remaining one-half of the Commitment Fee Company shall pay $500,000 (the “Deferred Fee”) shall be paid on the three-earlier of (a) the three month anniversary of the date hereof and shall be paid closing of the first Pre-Paid Advance, or (b) upon any termination of this Agreement in cash (or by way of an Advanceaccordance with Section 10.01(b). The Commitment Shares issuable issued hereunder shall be included registered on the initial Company’s Registration StatementStatement on Form S-4 and shall be freely tradeable by the Investor immediately following the closing of the Business Combination. If this Agreement is terminated prior to the closing of the Business Combination, any shares issued by Xxxxxx to the Investor hereunder shall be forfeited and returned to Banzai. Subject to the satisfaction or waiver by the Investor of the conditions set forth in Annex III, the Company shall be permitted to submit an Advance Notice solely for the purposes of generating proceeds to pay the Deferred Fee notwithstanding the limitations set forth in Section 3.01(a)(iii) herein.

Commitment and Structuring Fee. Each of the parties shall pay its own fees and expenses (including the fees of any attorneys, accountants, appraisers or others engaged by such party) in connection with this Agreement and the transactions contemplated hereby, except that the Company shall pay to YA Global II SPV, LLC, a subsidiary of the Investor, a structuring fee in the amount of $US$25,000, which has been paid prior to the date hereof. The Company shall pay a commitment fee in an amount equal to 1% of the Commitment Amount (the “Commitment Fee”) ), of which (ai) one-one half of the Commitment Fee shall be paid within three Trading Days days of the First Pre-Advance Closing, and (ii) one half of the Commitment Fee shall be paid on the earlier of the 6-month anniversary of the Effective Date, or the date hereof this agreement is terminated in accordance with Section 10.01. In each case, the portion of the Commitment Fee due and payable may be paid at the option of the Company, either in cash, or by the issuance to the Investor of such number of Common Ordinary Shares that is equal to one-half the portion of the Commitment Fee being paid divided by (i) in the case of the first portion, the closing price of the Common Ordinary Shares as of the Trading Day immediately prior to the date hereof (the “Initial Commitment Shares”), and or (bii) in the remaining one-half case of the Commitment Fee second portion, the closing price of the Ordinary Shares as of the Trading Day immediately prior to the date that such portion is due (the “Deferred FeeSubsequent Commitment Shares” and collectively with the Initial Commitment Shares, the “Commitment Shares”) shall be paid on the three-month anniversary of the date hereof and shall be paid in cash (or by way of an Advance). The Initial Commitment Shares Shares, if any, issuable hereunder shall be included on the initial Registration Statement. Subject to the satisfaction or waiver by the Investor of the conditions set forth in Annex III, the Company shall be permitted to submit an Advance Notice solely for the purposes of generating proceeds to pay the Deferred Fee notwithstanding the limitations set forth in Section 3.01(a)(iii) herein.Section

Commitment and Structuring Fee. Each of the parties shall pay its own fees and expenses (including the fees of any attorneys, accountants, appraisers or others engaged by such party) in connection with this Agreement and the transactions contemplated hereby, except that the Company shall pay to the Investor, a structuring fee in the amount of $25,000, which has been paid prior to the date hereof. The Company shall pay a commitment fee in an amount equal to 1% of the Commitment Amount (the “Commitment Fee”) ), of which (a) one-half of the Commitment Fee shall be paid within three Trading Days of the date hereof by the issuance to the Investor of such number of Common Shares that is equal to one-half of the Commitment Fee divided by the closing price of the Common Shares as of the Trading Day immediately prior to the date hereof (the “Commitment Shares”), and (b) the remaining one-half of the Commitment Fee (the “Deferred Fee”) shall be paid on the three-month anniversary of the date hereof and shall be paid in cash (or by way of an Advance)cash. The Commitment Shares issuable hereunder shall be included on the initial Registration Statement. Subject to the satisfaction or waiver by the Investor of the conditions set forth in Annex III, the Company shall be permitted to submit an Advance Notice solely for the purposes of generating proceeds to pay the Deferred Fee notwithstanding the limitations set forth in Section 3.01(a)(iii) herein.

Commitment and Structuring Fee. Each of the parties shall pay its own fees and expenses (including the fees of any attorneys, accountants, appraisers or others engaged by such party) in connection with this Agreement and the transactions contemplated hereby, except that the Company shall pay to the Investor, a structuring fee in the amount of $25,000, which of which, $12,500 has been paid prior to the date hereof, and $12,500 shall be paid upon the Pre-Paid Advance Closing. The Company shall pay a commitment fee in an amount equal to 12% of the Commitment Amount (the “Commitment Fee”) of which (a) one-half of the Commitment Fee shall be paid within three Trading Days of the date hereof by the issuance to the Investor of such number of Common Shares that is equal to one-half of the Commitment Fee divided by the closing price of the Common Shares as of VWAP for the Trading Day immediately prior to the date hereof (the “Commitment Shares”), and (b) the remaining one-half of the Commitment Fee (the “Deferred Fee”) shall be paid on within three Trading Days of the three-month anniversary of the date hereof (“Deferred Fee Date”) and shall be paid in cash (or by way the issuance to the Investor of an Advance)such number of Common Shares that is equal to one-half of the Commitment Fee divided by the VWAP for the Trading Day immediately prior to the Deferred Fee Date. The Commitment Shares issuable hereunder shall be included on in the initial Registration Statement. Subject to the satisfaction or waiver by the Investor of the conditions set forth in Annex III, the Company shall be permitted to submit an Advance Notice solely for the purposes of generating proceeds to pay the Deferred Fee notwithstanding the limitations set forth in Section 3.01(a)(iii) herein.