SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 28th, 2024 • Banzai International, Inc. • Services-prepackaged software • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 22, 2024, between Banzai International, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 27th, 2024 • Banzai International, Inc. • Services-prepackaged software
This Registration Rights Agreement (this “Agreement”) is made and entered into as of _________, by and between Banzai International, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
WARRANT AGREEMENTWarrant Agreement • December 28th, 2020 • 7GC & Co. Holdings Inc. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of December 22, 2020, is by and between 7GC & Co. Holdings Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
SERIES B COMMON STOCK PURCHASE WARRANT Banzai International, Inc.Security Agreement • September 27th, 2024 • Banzai International, Inc. • Services-prepackaged software
THIS SERIES B COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on _________ (the “Termination Date”) but not thereafter, to subscribe for and purchase from Banzai International, Inc., a Delaware corporation (the “Company”), up to _________ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Class A common stock, par value $0.0001 per share. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
UNDERWRITING AGREEMENT between 7GC & CO. HOLDINGS INC. and CANTOR FITZGERALD & CO. Dated: December 22, 2020 7GC & CO. HOLDINGS INC. UNDERWRITING AGREEMENTUnderwriting Agreement • December 28th, 2020 • 7GC & Co. Holdings Inc. • Blank checks • New York
The undersigned, 7GC & Co. Holdings Inc., a Delaware corporation (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor Fitzgerald” or the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows:
7GC & Co. Holdings Inc. San Francisco, CA 94107Securities Subscription Agreement • December 7th, 2020 • 7GC & Co. Holdings Inc. • Blank checks • New York
This agreement (the “Agreement”) is entered into on the date hereof by and between 7GC & Co. Holdings LLC, a Delaware limited liability company (the “Subscriber” or “you”) and 7GC & Co. Holdings Inc., a Delaware corporation (the “Company”, “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 5,031,250 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 656,250 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 27th, 2024 • Banzai International, Inc. • Services-prepackaged software • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of _________, 2024, between Banzai International, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 28th, 2020 • 7GC & Co. Holdings Inc. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 22, 2020, is made and entered into by and among 7GC & Co. Holdings Inc., a Delaware corporation (the “Company”), 7GC & Co. Holdings LLC, a Delaware limited liability company (the “Sponsor”; together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
December 22, 2020 7GC & Co. Holdings Inc. San Francisco, CA 94111Underwriting Agreement • December 28th, 2020 • 7GC & Co. Holdings Inc. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between 7GC & Co. Holdings Inc., a Delaware corporation (the “Company”), and Cantor Fitzgerald & Co., as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 23,000,000 of the Company’s units (including up to 3,000,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised 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 (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registrati
WARRANT TO PURCHASE SHARES OF COMMON STOCK BANZAI INTERNATIONAL, INC.Warrant Agreement • May 16th, 2024 • Banzai International, Inc. • Services-prepackaged software
THIS WARRANT TO PURCHASE SHARES OF COMMON STOCK (this “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [ ], 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Banzai International, Inc., a Delaware corporation (the “Company”), up to ______ shares of Class A Common Stock, par value $0.0001 per share (the “Common Stock”), of the Company (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 28th, 2020 • 7GC & Co. Holdings Inc. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of December 22, 2020, by and between 7GC & Co. Holdings Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
FORM OF INDEMNITY AGREEMENTIndemnification Agreement • December 15th, 2020 • 7GC & Co. Holdings Inc. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2020, by and between 7GC & Co. Holdings Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 16th, 2024 • Banzai International, Inc. • Services-prepackaged software • New York
PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT Banzai International, Inc.Placement Agent Agreement • September 27th, 2024 • Banzai International, Inc. • Services-prepackaged software
THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on _________ (the “Termination Date”) but not thereafter, to subscribe for and purchase from Banzai International, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Class A common stock, par value $0.0001 per share. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is issued pursuant to that certain engagement letter, dated as of September 12, 2024, as amended, by and between the Company and H.C. Wainwright & Co., LLC.
STANDBY EQUITY PURCHASE AGREEMENTStandby Equity Purchase Agreement • December 18th, 2023 • Banzai International, Inc. • Services-prepackaged software • New York
THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of December 14, 2023 is made by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), 7GC & CO. HOLDINGS INC., a company incorporated under the laws of the state of Delaware (the “Company”), and Banzai International, Inc., a Delaware corporation (“Banzai”). For purposes of this Agreement, references to the “Company” shall also include, after the closing of the Business Combination (as defined below), the resulting publicly listed company pursuant to the transactions contemplated by the Agreement and Plan of Merger and Reorganization, dated December 8, 2022 (as amended by the Amendment to Agreement and Plan of Merger, dated as of August 4, 2023, the “Merger Agreement”), by and between the Company, Banzai, 7GC Merger Sub I, Inc., a Delaware corporation and an indirect wholly owned subsidiary of the Company (“First Merger Sub”), and 7GC Merger Sub II, LLC, a Delaware limited liability co
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 18th, 2023 • Banzai International, Inc. • Services-prepackaged software
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) dated as of December 14, 2023 is made by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), and 7GC & CO. HOLDINGS INC., a company incorporated under the laws of the state of Delaware (the “Company”). The Investor and the Company may be referred to herein individually as a “Party” and collectively as the “Parties.” The Term Company shall refer to 7GC & CO. HOLDINGS INC. until the consummation of the Business Combination (as defined in the Purchase Agreement), and then after the Business Combination shall, upon formal name change, refer to BANZAI INTERNATIONAL INC.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 25th, 2024 • Banzai International, Inc. • Services-prepackaged software • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of September 23, 2024, between Banzai International, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • December 28th, 2020 • 7GC & Co. Holdings Inc. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of December 22, 2020 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between 7GC & Co. Holdings Inc., a Delaware corporation (the “Company”), and 7GC & Co. Holdings LLC, a Delaware limited liability company (the “Purchaser”).
PRE-FUNDED WARRANT TO PURCHASE SHARES OF COMMON STOCK BANZAI INTERNATIONAL, INC.Pre-Funded Warrant Agreement • May 16th, 2024 • Banzai International, Inc. • Services-prepackaged software
THIS PRE-FUNDED WARRANT TO PURCHASE SHARES OF COMMON STOCK (this “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Banzai International, Inc., a Delaware corporation (the “Company”), up to ______ shares of Class A Common Stock, par value $0.0001 per share (the “Common Stock”), of the Company (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 20th, 2023 • Banzai International, Inc. • Services-prepackaged software • New York
This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 14, 2023, is made and entered into by and among Banzai International, Inc. (formerly known as 7GC & Co. Holdings Inc.), a Delaware corporation (the “Company”), 7GC & Co. Holdings LLC, a Delaware limited liability company (the “Sponsor”), each of the undersigned parties that holds Founder Shares (as defined below) and is identified as an “Other Pre-IPO Holder” on the signature pages hereto (collectively, with the Sponsor, the “Existing Holders”), and the undersigned parties identified as “New Holders” on the signature pages hereto (collectively, the “New Holders”) (each of the foregoing parties (other than the Company) and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively, the “Holders”). Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed thereto in the M
BANZAI INTERNATIONAL, INC. Convertible Promissory NoteConvertible Note • April 1st, 2024 • Banzai International, Inc. • Services-prepackaged software
This Note is being issued pursuant to Section 2.01 of the Standby Equity Purchase Agreement, dated December 14, 2023 (as may be amended, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “SEPA”), between the Company and the YA II PN, Ltd., as the Investor. This Note may be repaid in accordance with the terms of the SEPA, including, without limitation, pursuant to Investor Notices and corresponding Advance Notices deemed given by the Company in connection with such Investor Notices. The Holder also has the option of converting on one or more occasions all or part of the then
ContractPlacement Agency Agreement • May 28th, 2024 • Banzai International, Inc. • Services-prepackaged software • New York
Subject to the terms and conditions of this letter agreement (the “Agreement”) between A.G.P./Alliance Global Partners, as the sole placement agent (“A.G.P.”) (A.G.P. is also referred to herein as the “Placement Agent”), and Banzai International, Inc., a Delaware corporation (the “Company”), the parties hereby agree that the Placement Agent shall serve as the placement agent for the Company, on a “reasonable best efforts” basis, in connection with the proposed placement (the “Placement”) of registered securities of the Company, consisting of: (i) shares of Class A common stock, par value $0.0001 per share (“Common Stock”), (ii) pre-funded warrants to purchase Common Stock (the “Pre-Funded Warrants”), and (iii) warrants to purchase Common Stock (the “Common Warrants” and collectively with the Pre-Funded Warrants, the “Warrants”). The Common Stock and Warrants actually placed by the Placement Agent are referred to herein as the “Placement Agent Securities.” The Placement Agent Securities
SHARE PURCHASE AGREEMENT dated as of May 27, 2022 by and among BANZAI INTERNATIONAL, INC., GEM GLOBAL YIELD LLC SCS and GEM YIELD BAHAMAS LIMITEDShare Purchase Agreement • November 13th, 2023 • 7GC & Co. Holdings Inc. • Services-prepackaged software • New York
This SHARE PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of the date first above written by and among BANZAI INTERNATIONAL, INC., a company incorporated under the laws of the State of Delaware whose registered office is at 101 Yesler Way, Suite 600, Seattle WA, 98104 (the “Company”); GEM GLOBAL YIELD LLC SCS, a “société en commandite simple” formed under the laws of Luxembourg having LEI No. 213800CXBEHFXVLBZO92 having an address at 12C, rue Guillaume J. Kroll, L-1882 Luxembourg (the “Purchaser”); and GEM YIELD BAHAMAS LIMITED, a limited company formed under the laws of the Commonwealth of the Bahamas and having an address at 3 Bayside Executive Park, West Bay Street & Blake Road, P.O. Box N-4875, Nassau, The Bahamas (“GYBL,” and together with the Company and Purchaser, the “Parties”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 14th, 2024 • Banzai International, Inc. • Services-prepackaged software • Virginia
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of August 16, 2024, by and between BANZAI INTERNATIONAL INC., a Delaware corporation, with its address at 435 Ericksen Ave, Suite 250, Bainbridge Island, Washington 98110 (the “Company”), and 1800 DIAGONAL LENDING LLC, a Virginia limited liability company, with its address at 1800 Diagonal Road, Suite 623, Alexandria VA 22314 (the “Lender”).
WARRANT TO PURCHASE SHARES OF COMMON STOCK BANZAI INTERNATIONAL, INC.Warrant to Purchase Shares of Common Stock • May 28th, 2024 • Banzai International, Inc. • Services-prepackaged software
THIS WARRANT TO PURCHASE SHARES OF COMMON STOCK (this “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on May 28, 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Banzai International, Inc., a Delaware corporation (the “Company”), up to ______ shares of Class A Common Stock, par value $0.0001 per share (the “Common Stock”), of the Company (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
PRIVATE PLACEMENT WARRANT AGREEMENTWarrant Agreement • September 25th, 2024 • Banzai International, Inc. • Services-prepackaged software
This Private Placement Warrant Agreement (this “Agreement”) is dated as of September 20, 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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 25th, 2024 • Banzai International, Inc. • Services-prepackaged software • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is dated as of September 23, 2024, by and among Banzai International, Inc., a Delaware corporation (the “Company”), and each Person defined on the signature pages hereto (together with their respective successors and assigns, each a “Holder”).
CONSULTING AGREEMENTConsulting Agreement • October 16th, 2024 • Banzai International, Inc. • Services-prepackaged software • Delaware
This consulting agreement (“Agreement”) is entered into as of September 26, 2024 (the “Effective Date”) between Hudson Global Ventures, LLC, a Nevada limited liability company (“Consultant”) and Banzai International INC., a Delaware corporation (“COMPANY”) (collectively, the “Parties”).
PLACEMENT AGENT WARRANT TO PURCHASE SHARES OF COMMON STOCK OF BANZAI INTERNATIONAL, INC.Purchase Warrant Agreement • May 28th, 2024 • Banzai International, Inc. • Services-prepackaged software
THIS WARRANT TO PURCHASE SHARES OF COMMON STOCK (the “Warrant”) certifies that, for value received, A.G.P./ALLIANCE GLOBAL PARTNERS or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after November 28, 2024 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on May 28, 2029 (the “Termination Date”), but not thereafter, to subscribe for and purchase from Banzai International, Inc., a Delaware corporation (the “Company”), up to 833,333 shares of Common Stock, par value $0.0001 per share (the “Common Stock”), of the Company (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant was issued pursuant to Section 9(J) of that certain Placement Agency Agreement, dated as of May 22, 2024, by and between the Company and
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 10th, 2024 • Banzai International, Inc. • Services-prepackaged software • Delaware
This Agreement is made pursuant to the Agreement and Plan of Merger, dated as of December 10, 2024, by and among the Company, Banzai Reel Acquisition, Inc., the Purchasers, and ClearDoc, Inc., a Delaware corporation d/b/a OpenReel (the “Merger Agreement”).
7GC & CO. HOLDINGS INC.Administrative Support Agreement • December 28th, 2020 • 7GC & Co. Holdings Inc. • Blank checks • New York
This letter agreement by and between 7GC & Co. Holdings Inc. (the “Company”) and 7GC & Co. Holdings LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
LOCK-UP AGREEMENTLock-Up Agreement • September 25th, 2024 • Banzai International, Inc. • Services-prepackaged software
AMENDED AND RESTATED COMPANY SUPPORT AGREEMENTCompany Support Agreement • August 7th, 2023 • 7GC & Co. Holdings Inc. • Blank checks • Delaware
This AMENDED AND RESTATED COMPANY SUPPORT AGREEMENT (this “Agreement”) is dated as of August 4, 2023, by and among 7GC & Co. Holdings Inc., a Delaware corporation (“7GC”), the Persons set forth on Schedule I hereto (each, a “Stockholder” and, collectively, the “Stockholders”), and Banzai International, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
FLOOR PRICE REDUCTION AGREEMENTFloor Price Reduction Agreement • October 16th, 2024 • Banzai International, Inc. • Services-prepackaged software • Delaware
This Floor Price Reduction Agreement (this “Agreement”) is entered into as of September 20, 2024, by and between BANZAI INTERNATIONAL, INC. (f/k/a 7GC & Co. Holdings Inc.), a Delaware corporation (the “Company”), and YA II PN, LTD., a Cayman Islands exempt limited partnership managed by Yorkville Advisors Global, LP (“Yorkville”), in respect of (i) that certain Convertible Promissory Note, dated December 14, 2023, made by the Company in favor of Yorkville in the original principal amount of $2,000,000 (the “December Promissory Note”); (ii) that certain Convertible Promissory Note, dated February 5, 2024, made by the Company in favor of Yorkville in the original principal amount of $1,000,000 (the “February Promissory Note”); and (iii) that certain Convertible Promissory Note, dated March 26, 2024, made by the Company in favor of Yorkville in the original principal amount of $1,500,000 (the “March Promissory Note,” together with the December Promissory, the “Outstanding Promissory Notes
REPAYMENT AGREEMENTRepayment Agreement • October 16th, 2024 • Banzai International, Inc. • Services-prepackaged software
This Repayment Agreement is being entered into by and between Banzai International, Inc., a Delaware corporation (“Company”), and Cooley LLP (“Payee”), as of September __, 2024 (the “Effective Date”). The Company and Payee are each a “Party” and collectively the “Parties” hereto.
