0001493152-26-042422 Sample Contracts
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 11th, 2026 • Banzai International, Inc. • Services-prepackaged software • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of September 4, 2026, between Banzai International, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (including their respective successors and assigns, each a “Purchaser” and collectively, the “Purchasers”).
PIPE COMMON WARRANT TO PURCHASE COMMON STOCK BANZAI INTERNATIONAL, INC.Pipe Common Warrant • September 11th, 2026 • Banzai International, Inc. • Services-prepackaged software • New York
THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, Evergreen Capital Management LLC 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 Initial Exercise Date and on or prior to 5:00 p.m. (New York City time) on the date that is the fifth anniversary of the Issuance Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Banzai International, Inc., a Delaware corporation (the “Company”), up to 779,221 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. Subject to the provisions of Section 2.3, the purchase price of one (1) share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2.2.
BANZAI INTERNATIONAL, INC. - LOCK-UP AGREEMENTLock-Up Agreement • September 11th, 2026 • Banzai International, Inc. • Services-prepackaged software
The undersigned understands that Banzai International, Inc., a Delaware corporation (the “Company”), entered into a Securities Purchase Agreement (the “SPA”) on September 4, 2026 with each purchaser (each, a “Purchaser”, and collectively “Purchasers”) identified on the signature page of the SPA, providing for the private placement (the “Transaction”) of unsecured convertible promissory notes (the “Notes”), convertible into Class A ordinary shares of Common Stock, $0.0001 par value per share, of the Company (“Shares”) and warrants (“Warrants”) to purchase shares of Common Stock. Capitalized terms used but not defined in this Agreement have the meanings ascribed to them in the SPA.