BANZAI INTERNATIONAL, INC. CONVERTIBLE PROMISSORY NOTEConvertible Note • February 5th, 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 outstanding balance under this Note by delivering to the Company one or more Conversion Notices in accordance with Section 3 of this Note.
SETTLEMENT AGREEMENTSettlement Agreement • February 5th, 2024 • Banzai International, Inc. • Services-prepackaged software • Delaware
This Settlement Agreement (“Agreement”) is entered into on February 5, 2024 (“Agreement Date”) by and among Banzai International, Inc., a Delaware corporation (“Company”), GEM Global Yield LLC SCS “société en commandite simple” formed under the laws of Luxembourg (“GEM Global”), and GEM Yield Bahamas Limited, a limited company formed under the laws of the Commonwealth of the Bahamas (“GEM Yield,” and together with GEM Global, the “GEM Parties” and each a “GEM Party”). Each party hereto is referred to herein as a “Party,” and collectively as the “Parties.”
ADDENDUM TO LETTER AGREEMENTSAddendum to Letter Agreements • February 5th, 2024 • Banzai International, Inc. • Services-prepackaged software
This Addendum (“Addendum”) to (i) the letter agreement dated October 5, 2022 (the “Company Agreement”), by and by and between Banzai International, Inc. (the “Company”) and Roth Capital Partners, LLC (“Roth”), and (ii) the letter agreement dated October 14, 2022 (the “7GC Agreement,” and together with the Company Agreement, the “Agreements”), by and between 7GC & Co. Holdings, Inc. (“7GC,” and together with the Company, the “Company Parties”) and MKM Partners, LLC (“MKM,” and together with Roth, the “Roth Parties”), is made effective as of February 2, 2024 (the “Effective Date”), by and among the Company and Roth. Each party hereto is referred to herein as a “Party,” and collectively as the “Parties.”
SUPPLEMENTAL AGREEMENTSupplemental Agreement • February 5th, 2024 • Banzai International, Inc. • Services-prepackaged software • New York
This Supplemental Agreement (the “Agreement”), dated as of February 5, 2024, is entered into by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”) and Banzai International, Inc. (formerly, 7GC & Co. Holdings Inc.), a corporation organized and existing under the laws of the State of Delaware (the “Company”).
AMENDMENT TO FEE REDUCTION AGREEMENT December 28, 2023Fee Reduction Agreement • February 5th, 2024 • Banzai International, Inc. • Services-prepackaged software
WHEREAS, pursuant to that certain Underwriting Agreement between Banzai International, Inc. (f/k/a 7GC & Co. Holdings Inc) (the “Company”) and Cantor Fitzgerald & Co., as Representative of the several Underwriters (“CF&CO”), dated December 22nd, 2020 (as may be amended from time to time, the “Underwriting Agreement”), the Company previously agreed to pay to CF&CO an aggregate cash amount of $8,050,000 as “deferred underwriting commissions” (the “Original Deferred Fee”), upon the consummation of its previously announced business combination transaction (the “Business Combination”), as contemplated by the final prospectus of the Company filed with the Securities and Exchange Commission on November 13, 2023 (Registration No. 333-274278). Capitalized terms used herein and not defined shall have the respective meanings ascribed to such terms in the Underwriting Agreement.
