UNDERWRITING AGREEMENT between 7GC & CO. HOLDINGS INC. and CANTOR FITZGERALD & CO. Dated: December 22, 2020 7GC & CO. HOLDINGS INC. UNDERWRITING AGREEMENTUnderwriting Agreement • December 28th, 2020 • 7GC & Co. Holdings Inc. • Blank checks • New York
The undersigned, 7GC & Co. Holdings Inc., a Delaware corporation (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor Fitzgerald” or the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows:
WARRANT AGREEMENTWarrant Agreement • December 28th, 2020 • 7GC & Co. Holdings Inc. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of December 22, 2020, is by and between 7GC & Co. Holdings Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
7GC & Co. Holdings Inc. San Francisco, CA 941077GC & Co. Holdings Inc. • December 7th, 2020 • Blank checks • New York
This agreement (the “Agreement”) is entered into on the date hereof by and between 7GC & Co. Holdings LLC, a Delaware limited liability company (the “Subscriber” or “you”) and 7GC & Co. Holdings Inc., a Delaware corporation (the “Company”, “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 5,031,250 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 656,250 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
FORM OF INDEMNITY AGREEMENTIndemnity Agreement • December 15th, 2020 • 7GC & Co. Holdings Inc. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2020, by and between 7GC & Co. Holdings Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
December 22, 2020 7GC & Co. Holdings Inc. San Francisco, CA 94111Letter Agreement • December 28th, 2020 • 7GC & Co. Holdings Inc. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between 7GC & Co. Holdings Inc., a Delaware corporation (the “Company”), and Cantor Fitzgerald & Co., as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 23,000,000 of the Company’s units (including up to 3,000,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registrati
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 28th, 2020 • 7GC & Co. Holdings Inc. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 22, 2020, is made and entered into by and among 7GC & Co. Holdings Inc., a Delaware corporation (the “Company”), 7GC & Co. Holdings LLC, a Delaware limited liability company (the “Sponsor”; together with 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 28th, 2020 • 7GC & Co. Holdings Inc. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of December 22, 2020, by and between 7GC & Co. Holdings Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
WARRANT TO PURCHASE SHARES OF COMMON STOCK BANZAI INTERNATIONAL, INC.Banzai International, Inc. • May 16th, 2024 • Services-prepackaged software
THIS WARRANT TO PURCHASE SHARES OF COMMON STOCK (this “Warrant”) certifies that, for value received, _____________ 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 hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [ ], 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Banzai International, Inc., a Delaware corporation (the “Company”), up to ______ shares of Class A Common Stock, par value $0.0001 per share (the “Common Stock”), of the Company (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
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
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • December 28th, 2020 • 7GC & Co. Holdings Inc. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of December 22, 2020 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between 7GC & Co. Holdings Inc., a Delaware corporation (the “Company”), and 7GC & Co. Holdings LLC, a Delaware limited liability company (the “Purchaser”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 16th, 2024 • Banzai International, Inc. • Services-prepackaged software • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of [ ], 2024, between Banzai International, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
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
SHARE PURCHASE AGREEMENT dated as of May 27, 2022 by and among BANZAI INTERNATIONAL, INC., GEM GLOBAL YIELD LLC SCS and GEM YIELD BAHAMAS LIMITEDShare Purchase Agreement • November 13th, 2023 • 7GC & Co. Holdings Inc. • Services-prepackaged software • New York
This SHARE PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of the date first above written by and among BANZAI INTERNATIONAL, INC., a company incorporated under the laws of the State of Delaware whose registered office is at 101 Yesler Way, Suite 600, Seattle WA, 98104 (the “Company”); GEM GLOBAL YIELD LLC SCS, a “société en commandite simple” formed under the laws of Luxembourg having LEI No. 213800CXBEHFXVLBZO92 having an address at 12C, rue Guillaume J. Kroll, L-1882 Luxembourg (the “Purchaser”); and GEM YIELD BAHAMAS LIMITED, a limited company formed under the laws of the Commonwealth of the Bahamas and having an address at 3 Bayside Executive Park, West Bay Street & Blake Road, P.O. Box N-4875, Nassau, The Bahamas (“GYBL,” and together with the Company and Purchaser, the “Parties”).
BANZAI INTERNATIONAL, INC. Convertible Promissory NoteBanzai International, Inc. • April 1st, 2024 • 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
ContractBanzai International, Inc. • May 16th, 2024 • Services-prepackaged software • New York
Subject to the terms and conditions of this letter agreement (the “Agreement”) between A.G.P./Alliance Global Partners, as the sole placement agent (“A.G.P.”) (A.G.P. is also referred to herein as the “Placement Agent”), and Banzai International, Inc., a Delaware corporation (the “Company”), the parties hereby agree that the Placement Agent shall serve as the placement agent for the Company, on a “reasonable best efforts” basis, in connection with the proposed placement (the “Placement”) of registered securities of the Company, consisting of: (i) shares of Class A common stock, par value $0.0001 per share (“Common Stock”), (ii) pre-funded warrants to purchase Common Stock (the “Pre-Funded Warrants”), and (iii) warrants to purchase Common Stock (the “Common Warrants” and collectively with the Pre-Funded Warrants, the “Warrants”). The Common Stock and Warrants actually placed by the Placement Agent are referred to herein as the “Placement Agent Securities.” The Placement Agent Securities
7GC & CO. HOLDINGS INC.7GC & Co. Holdings Inc. • December 28th, 2020 • Blank checks • New York
This letter agreement by and between 7GC & Co. Holdings Inc. (the “Company”) and 7GC & Co. Holdings LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
AMENDED AND RESTATED COMPANY SUPPORT AGREEMENTCompany Support Agreement • August 7th, 2023 • 7GC & Co. Holdings Inc. • Blank checks • Delaware
This AMENDED AND RESTATED COMPANY SUPPORT AGREEMENT (this “Agreement”) is dated as of August 4, 2023, by and among 7GC & Co. Holdings Inc., a Delaware corporation (“7GC”), the Persons set forth on Schedule I hereto (each, a “Stockholder” and, collectively, the “Stockholders”), and Banzai International, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
PLACEMENT AGENT WARRANT TO PURCHASE SHARES OF COMMON STOCK OF BANZAI INTERNATIONAL, INC.Banzai International, Inc. • May 28th, 2024 • Services-prepackaged software
THIS WARRANT TO PURCHASE SHARES OF COMMON STOCK (the “Warrant”) certifies that, for value received, A.G.P./ALLIANCE GLOBAL PARTNERS 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 November 28, 2024 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on May 28, 2029 (the “Termination Date”), but not thereafter, to subscribe for and purchase from Banzai International, Inc., a Delaware corporation (the “Company”), up to 833,333 shares of Common Stock, par value $0.0001 per share (the “Common Stock”), of the Company (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant was issued pursuant to Section 9(J) of that certain Placement Agency Agreement, dated as of May 22, 2024, by and between the Company and
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 28th, 2024 • Banzai International, Inc. • Services-prepackaged software • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 22, 2024, between Banzai International, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
BANZAI INTERNATIONAL, INC., a Delaware corporation, as Borrower JOSEPH P. DAVY as an Individual Guarantor DEMIO, INC., a Florida corporation as Individual Guarantor CP BF LENDING, LLC, a Delaware limited liability company as Lender Loan of $1,500,000...Loan Agreement • August 31st, 2023 • 7GC & Co. Holdings Inc. • Blank checks • Washington
This LOAN AGREEMENT, dated as of February 19, 2021 (this “Agreement”), is made by and among BANZAI INTERNATIONAL, INC., a Delaware corporation (“Borrower”), each Guarantor that joins this Agreement after the date hereof by executing a Joinder Agreement, and CP BF LENDING, LLC, a Delaware limited liability company, as lender (“Lender”).
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
ContractBanzai International, Inc. • May 28th, 2024 • Services-prepackaged software • New York
Subject to the terms and conditions of this letter agreement (the “Agreement”) between A.G.P./Alliance Global Partners, as the sole placement agent (“A.G.P.”) (A.G.P. is also referred to herein as the “Placement Agent”), and Banzai International, Inc., a Delaware corporation (the “Company”), the parties hereby agree that the Placement Agent shall serve as the placement agent for the Company, on a “reasonable best efforts” basis, in connection with the proposed placement (the “Placement”) of registered securities of the Company, consisting of: (i) shares of Class A common stock, par value $0.0001 per share (“Common Stock”), (ii) pre-funded warrants to purchase Common Stock (the “Pre-Funded Warrants”), and (iii) warrants to purchase Common Stock (the “Common Warrants” and collectively with the Pre-Funded Warrants, the “Warrants”). The Common Stock and Warrants actually placed by the Placement Agent are referred to herein as the “Placement Agent Securities.” The Placement Agent Securities
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • December 8th, 2022 • 7GC & Co. Holdings Inc. • Blank checks • Delaware
This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of December 8, 2022, by and among Banzai International, Inc., a Delaware corporation (the “Company”), 7GC & Co. Holdings Inc., a Delaware corporation (“7GC”), 7GC & Co. Holdings LLC, a Delaware limited liability company (“Sponsor”), and the other stockholders of 7GC (as defined below) set forth on Schedule I hereto (such individuals, together with Sponsor, each a “Stockholder”, and collectively, the “Stockholders”). The Company, 7GC and the Stockholders are sometimes referred to herein as a “Party” and collectively as the “Parties”.
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”).
DEBT REPAYMENT AGREEMENTDebt Repayment Agreement • May 16th, 2024 • Banzai International, Inc. • Services-prepackaged software • Delaware
This Debt Repayment Agreement (this “Agreement”) is entered into as of May 3, 2024, effective upon the closing of the Offering (as defined below), by and between BANZAI INTERNATIONAL, INC. (f/k/a 7GC & Co. Holdings Inc.), a Delaware corporation (the “Company”), and YA II PN, LTD., a Cayman Islands exempt limited partnership managed by Yorkville Advisors Global, LP (“Yorkville”), in respect of (i) that certain Convertible Promissory Note, dated December 14, 2023, made by the Company in favor of Yorkville in the original principal amount of $2,000,000 (the “December Promissory Note”); (ii) that certain Convertible Promissory Note, dated February 5, 2024, made by the Company in favor of Yorkville in the original principal amount of $1,000,000 (the “February Promissory Note”); and (iii) that certain Convertible Promissory Note, dated March 26, 2024, made by the Company in favor of Yorkville in the original principal amount of $1,500,000 (the “March Promissory Note,” together with the Decem
FORBEARANCE AGREEMENTForbearance Agreement • August 31st, 2023 • 7GC & Co. Holdings Inc. • Blank checks • Delaware
This FORBEARANCE AGREEMENT (this “Agreement”) is entered into as of August 24, 2023, by and among BANZAI INTERNATIONAL, INC., a Delaware corporation (the “Borrower”), the guarantors from time to time party to the Loan Agreement described below (collectively with the Borrower, the “Credit Parties”) and CP BF LENDING, LLC, a Delaware limited liability company (the “Lender”).
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION by and among BANZAI INTERNATIONAL, INC., 7GC & CO. HOLDINGS INC., 7GC MERGER SUB I, INC. and 7GC MERGER SUB II, LLC. dated as of DECEMBER 8, 2022Agreement and Plan of Merger and Reorganization • December 8th, 2022 • 7GC & Co. Holdings Inc. • Blank checks • Delaware
This AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”), dated as of 8, 2022, is made by and among Banzai International, Inc., a Delaware corporation (the “Company”), 7GC & Co. Holdings Inc., a Delaware corporation (“7GC”), 7GC Merger Sub I, Inc., a Delaware corporation and an indirect wholly owned subsidiary of 7GC (“First Merger Sub”), and 7GC Merger Sub II, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of 7GC (“Second Merger Sub” and, together with First Merger Sub, the “Merger Subs” and each, a “Merger Sub”). 7GC, First Merger Sub, Second Merger Sub, and the Company shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 1.1.
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
FORM OF LOCK-UP AGREEMENTLetter Agreement • December 8th, 2022 • 7GC & Co. Holdings Inc. • Blank checks
This letter agreement (this “Letter Agreement”) is being delivered to you in accordance with that certain Agreement and Plan of Merger and Reorganization, dated as of December 8, 2022 (the “Merger Agreement”), entered into by and among Banzai International, Inc. (formerly known as 7GC & Co. Holdings Inc.), a Delaware corporation (the “Company”), 7GC Merger Sub I , Inc., a Delaware corporation and an indirect wholly owned subsidiary of the Company (“First Merger Sub”), 7GC Merger Sub II, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of the Company (“Second Merger Sub” and, together with First Merger Sub, the “Merger Subs” and each, a “Merger Sub”), and Banzai International, Inc., a Delaware corporation (“Banzai”), pursuant to which, through a series of mergers at the Closing with the Merger Subs, Banzai will be merged with and into Second Merger Sub, with Second Merger Sub surviving the mergers and remaining a wholly-owned subsidiary of the Company. Capi
AMENDED AND RESTATED DEBT REPAYMENT AGREEMENTDebt Repayment Agreement • May 28th, 2024 • Banzai International, Inc. • Services-prepackaged software • Delaware
This Amended and Restated Debt Repayment Agreement (this “Agreement”) is entered into as of May 22, 2024, effective upon the closing of the Offering (as defined below), by and between BANZAI INTERNATIONAL, INC. (f/k/a 7GC & Co. Holdings Inc.), a Delaware corporation (the “Company”), and YA II PN, LTD., a Cayman Islands exempt limited partnership managed by Yorkville Advisors Global, LP (“Yorkville”), in respect of (i) that certain Convertible Promissory Note, dated December 14, 2023, made by the Company in favor of Yorkville in the original principal amount of $2,000,000 (the “December Promissory Note”); (ii) that certain Convertible Promissory Note, dated February 5, 2024, made by the Company in favor of Yorkville in the original principal amount of $1,000,000 (the “February Promissory Note”); and (iii) that certain Convertible Promissory Note, dated March 26, 2024, made by the Company in favor of Yorkville in the original principal amount of $1,500,000 (the “March Promissory Note,” t
SETTLEMENT AGREEMENTSettlement Agreement • February 5th, 2024 • Banzai International, Inc. • Services-prepackaged software • Delaware
This Settlement Agreement (“Agreement”) is entered into on February 5, 2024 (“Agreement Date”) by and among Banzai International, Inc., a Delaware corporation (“Company”), GEM Global Yield LLC SCS “société en commandite simple” formed under the laws of Luxembourg (“GEM Global”), and GEM Yield Bahamas Limited, a limited company formed under the laws of the Commonwealth of the Bahamas (“GEM Yield,” and together with GEM Global, the “GEM Parties” and each a “GEM Party”). Each party hereto is referred to herein as a “Party,” and collectively as the “Parties.”
FEE REDUCTION AGREEMENT November 8, 2023Fee Reduction Agreement • November 9th, 2023 • 7GC & Co. Holdings Inc. • Services-prepackaged software
WHEREAS, pursuant to that certain Underwriting Agreement between 7GC & Co. Holdings Inc. (together with any successor entity thereto, the “Company”) and Cantor Fitzgerald & Co., as Representative of the several Underwriters (“CF&CO”), dated December 22nd, 2020 (as may be amended from time to time, the “Underwriting Agreement”), the Company previously agreed to pay to CF&CO an aggregate cash amount of $8,050,000 as “deferred underwriting commissions” (the “Original Deferred Fee”), upon the consummation of a Business Combination, as contemplated by the final prospectus of the Company, filed with the Securities and Exchange Commission (the “SEC”) (File Nos. 333-251162 and 333-351623), and dated December 22, 2020. Capitalized terms used herein and not defined shall have the respective meanings ascribed to such terms in the Underwriting Agreement. For the avoidance of doubt, for purposes hereof, all references to the “Company” herein shall also refer to the surviving entity to the Company f
ADDENDUM TO LETTER AGREEMENTSCompany Agreement • February 5th, 2024 • Banzai International, Inc. • Services-prepackaged software
This Addendum (“Addendum”) to (i) the letter agreement dated October 5, 2022 (the “Company Agreement”), by and by and between Banzai International, Inc. (the “Company”) and Roth Capital Partners, LLC (“Roth”), and (ii) the letter agreement dated October 14, 2022 (the “7GC Agreement,” and together with the Company Agreement, the “Agreements”), by and between 7GC & Co. Holdings, Inc. (“7GC,” and together with the Company, the “Company Parties”) and MKM Partners, LLC (“MKM,” and together with Roth, the “Roth Parties”), is made effective as of February 2, 2024 (the “Effective Date”), by and among the Company and Roth. Each party hereto is referred to herein as a “Party,” and collectively as the “Parties.”
