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.
STANDBY EQUITY PURCHASE AGREEMENTEquity 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
BANZAI INTERNATIONAL, INC. CONVERTIBLE PROMISSORY NOTEBanzai International, Inc. • December 18th, 2023 • 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.
