REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 19th, 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”).
PRE-FUNDED COMMON STOCK PURCHASE WARRANT Banzai International, Inc.Pre-Funded Warrant Agreement • December 19th, 2024 • Banzai International, Inc. • Services-prepackaged software • Delaware
THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [HOLDER], 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 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 (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Class A common stock, par value $0.0001 per share (“Common Stock”). 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).
AGREEMENT AND PLAN OF MERGER by and among BANZAI INTERNATIONAL, INC., BANZAI REEL ACQUISITION, INC., COMPANY STOCKHOLDERS, and CLEARDOC, INC. dated as of December 10, 2024Merger Agreement • December 19th, 2024 • Banzai International, Inc. • Services-prepackaged software • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of December 10, 2024 by and among Banzai International, Inc., a Delaware corporation (“ListCo”), Banzai Reel Acquisition, Inc., a Delaware corporation (“Merger Sub”), Company Stockholders, and ClearDoc, Inc., a Delaware corporation doing business as OpenReel (the “Company”). ListCo, Merger Sub, Company Stockholders and the Company are collectively referred to herein as the “Parties” and individually as a “Party.” All capitalized terms used in this Agreement shall have the meanings ascribed to such terms in or as otherwise defined elsewhere in this Agreement.
