PRE-FUNDED COMMON STOCK PURCHASE WARRANT Banzai International, Inc.Pre-Funded Securities Agreement • December 20th, 2024 • Banzai International, Inc. • Services-prepackaged software
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 of the receipt of the Stockholder Approval (as defined below, such date, 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).
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • December 20th, 2024 • Banzai International, Inc. • Services-prepackaged software • New York
THIS LOCK-UP AGREEMENT (this “Agreement”) is made as of [●], 2024 by and among Banzai International, Inc., a Delaware corporation, (the “ListCo”), and the undersigned (“Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Acquisition Agreement (as defined herein below).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • December 20th, 2024 • Banzai International, Inc. • Services-prepackaged software • Delaware
This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of December 19, 2024, by and between Banzai International, Inc., a Delaware corporation (the “Company”), and Joseph Davy (the “Stockholder”). The Company and the Stockholder are sometimes referred to herein as a “Party” and collectively as the “Parties”.
ACQUISITION AGREEMENT by and among BANZAI INTERNATIONAL, INC., VIDELLO LIMITED and COMPANY SHAREHOLDERS dated as of December 19, 2024Acquisition Agreement • December 20th, 2024 • Banzai International, Inc. • Services-prepackaged software • Delaware
THIS ACQUISITION AGREEMENT (this “Agreement”) is made and entered into as of December 19, 2024 by and among Banzai International, Inc., a Delaware corporation (“ListCo”), and Vidello Limited, a private limited company registered in England and Wales (the “Company”), and those shareholders of the Company set forth on the signature pages hereto as a “Company Shareholder” to this Agreement (collectively, the “Company Shareholders”). ListCo, the Company, and the Company Shareholders 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.
