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 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”).
LOCK-UP AGREEMENTLock-Up Agreement • September 25th, 2024 • Banzai International, Inc. • Services-prepackaged software
FLOOR PRICE REDUCTION AGREEMENTFloor Price Reduction Agreement • September 25th, 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 • September 25th, 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.
REPAYMENT AGREEMENTRepayment Agreement • September 25th, 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 Donnelley Financial LLC (“Payee”), as of September 13, 2024 (the “Effective Date”). The Company and Payee are each a “Party” and collectively the “Parties” hereto.
SETTLEMENT AGREEMENTSettlement Agreement • September 25th, 2024 • Banzai International, Inc. • Services-prepackaged software • Delaware
This Settlement Agreement (“Agreement”) is entered into on January [___], 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.”
AMENDED & RESTATED REPAYMENT AGREEMENTRepayment Agreement • September 25th, 2024 • Banzai International, Inc. • Services-prepackaged software • Delaware
This Amended & Restated Repayment Agreement (“Agreement”) is being entered into by and between Banzai International, Inc., a Delaware corporation (“Company”), and J.V.B. Financial Group, LLC acting through Cohen & Company Capital Markets Division (“Payee”), as of September 6, 2024 (the “Effective Date”). The Company and Payee are each a “Party” and collectively the “Parties” hereto.
REPAYMENT AGREEMENTRepayment Agreement • September 25th, 2024 • Banzai International, Inc. • Services-prepackaged software • Delaware
This Repayment Agreement (this “Agreement”) is being entered into by and between Banzai International, Inc., a Delaware corporation (“Company”), and J.V.B. Financial Group, LLC acting through Cohen & Company Capital Markets Division (“Payee”), as of [●] (the “Effective Date”). The Company and Payee are each a “Party” and collectively the “Parties” hereto.
ADDENDUM TO LETTER AGREEMENTSAddendum to Letter Agreements • September 25th, 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.”
LOAN AGREEMENTLoan Agreement • September 25th, 2024 • Banzai International, Inc. • Services-prepackaged software • Washington
This LOAN AGREEMENT, dated as of February 19, 2021 (this “Agreement”), is made by and among BANZAI INTERNATIONAL, INC., a Delaware corporation (“Borrower”), each Guarantor that joins this Agreement after the date hereof by executing a Joinder Agreement, and CP BF LENDING, LLC, a Delaware limited liability company, as lender (“Lender”), as amended through and including the Second Amendment Effective Date.
REPAYMENT AGREEMENTRepayment Agreement • September 25th, 2024 • Banzai International, Inc. • Services-prepackaged software • Delaware
This Repayment Agreement is being entered into by and between Banzai International, Inc., a Delaware corporation (“Company”), and Verista Partners, Inc., aka Winterberry Group, (“Payee”), as of August [●], 2024 (the “Effective Date”). The Company and Payee are each a “Party” and collectively the “Parties” hereto.
CP BF Lending LLCLoan Agreement • September 25th, 2024 • Banzai International, Inc. • Services-prepackaged software
This letter (this “Letter”) is to document an understanding between CP BF Lending, LLC, a Delaware limited liability company (“Lender”), and Banzai International, Inc., a Delaware corporation (“Borrower”), with regard to its proposed amendment (the “Proposed Amendment”) of that certain Loan Agreement, dated as of February 19, 2021 (as amended or otherwise modified from time to time prior to the date hereof, the “Loan Agreement”) among Lender, Borrower, Demio Holdings, Inc. (“Demio”), Banzai Operating Co LLC (“Operating” and together with Demio, the “Guarantors”). Borrower, Guarantors and Lender each agree that substantially all of the outstanding obligations of the Borrower and Guarantors with regard to the Loan Agreement shall be consolidated and evidenced by a single convertible note (the “Proposed Convertible Note”), and that, absent an event of default, the Proposed Convertible Note shall accrue interest at a rate of 15.5%, which interest shall be paid in kind monthly (collectively
SECOND AMENDMENT TO LOAN AGREEMENTLoan Agreement • September 25th, 2024 • Banzai International, Inc. • Services-prepackaged software • Ohio
This SECOND AMENDMENT TO LOAN AGREEMENT (this “Amendment”), dated as of September 23, 2024, is entered into by and among BANZAI INTERNATIONAL, INC., a Delaware corporation (“Borrower”), DEMIO HOLDING, INC., a Delaware corporation (“Demio”), BANZAI OPERATING CO LLC, a Delaware corporation (“Operating” and together with Demio, the “Guarantors”), and CP BF LENDING, LLC, a Delaware limited liability company (“Lender”).
REPAYMENT AGREEMENTRepayment Agreement • September 25th, 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 Sidley Austin LLP (“Payee”), as of September 19, 2024 (the “Effective Date”). The Company and Payee are each a “Party” and collectively the “Parties” hereto.
