AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 20th, 2023 • Banzai International, Inc. • Services-prepackaged software • New York
This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 14, 2023, is made and entered into by and among Banzai International, Inc. (formerly known as 7GC & Co. Holdings Inc.), a Delaware corporation (the “Company”), 7GC & Co. Holdings LLC, a Delaware limited liability company (the “Sponsor”), each of the undersigned parties that holds Founder Shares (as defined below) and is identified as an “Other Pre-IPO Holder” on the signature pages hereto (collectively, with the Sponsor, the “Existing Holders”), and the undersigned parties identified as “New Holders” on the signature pages hereto (collectively, the “New Holders”) (each of the foregoing parties (other than the Company) and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively, the “Holders”). Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed thereto in the M
BANZAI INTERNATIONAL, INC. December 14, 2023Purchase Agreement • December 20th, 2023 • Banzai International, Inc. • Services-prepackaged software
This letter confirms that the SPA shall terminates retroactively, effective as of the date of the Term Sheet, upon issuance of the final convertible debenture documentation on terms 100% consistent with and identical to the Term Sheet, and the issuance of warrants described in Section 4.12(b) of the SPA. Banzai International and you will cooperate to promptly finalize the convertible debenture documentation and Banzai International will issue the warrants due to you as provided in Section 4.12(b) of SPA. Banzai International will be entering into alternative financing arrangements with this understanding, and you hereby consent thereto and waive any and all provisions of the SPA that could otherwise be deemed breached by such alternative financing arrangements; provided, however, that if Banzai International fails to issue you the warrants, or fails to issue you the convertible debenture on terms 100% consistent with and identical to the Term sheet, in each case pursuant to this letter
BANZAI INTERNATIONAL, INC. FORM INDEMNIFICATION AGREEMENTForm Indemnification Agreement • December 20th, 2023 • Banzai International, Inc. • Services-prepackaged software • Delaware
This Indemnification Agreement (this “Agreement”) is dated as of , and is between Banzai International, Inc., a Delaware corporation (the “Company”), and the undersigned individual (“Indemnitee”).
ContractBanzai International, Inc. • December 20th, 2023 • Services-prepackaged software • Delaware
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES. THIS NOTE MAY BE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE UNDER SUCH LAWS AND ANY SUCH TRANSFER OR RESALE MAY REQUIRE COMPLIANCE WITH THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE ISSUER OF THIS NOTE MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
FOUNDER SHARE TRANSFER AGREEMENTFounder Share Transfer Agreement • December 20th, 2023 • Banzai International, Inc. • Services-prepackaged software • Delaware
Reference is hereby made to that certain Agreement and Plan of Merger and Reorganization, dated as of December 8, 2022 (the “Original Merger Agreement”), by and among 7GC & Co. Holdings Inc., a Delaware corporation (the “Company”), Banzai International, Inc., a Delaware corporation (“Banzai”), 7GC Merger Sub I, Inc., a Delaware corporation and an indirect wholly owned subsidiary of the Company, and 7GC Merger Sub II, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of the Company, as amended by the Amendment to Agreement and Plan of Merger, dated as of August 4, 2023, by and between the Company and Banzai (the “Amendment” and together with the Original Merger Agreement, the “Merger Agreement”). In order to facilitate the consummation of the transactions contemplated by the Merger Agreement (the “Business Combination”), and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company, 7GC & Co. Holding
