Banzai International, Inc. (BNZI): Nasdaq/NYSE listing notice — Banzai receives Nasdaq MVLS deficiency notice; enters $4.5M Yorkville prepaid advance and GEM settlement

(ii) issued to GEM, on February 5, 2024, an unsecured promissory note in the amount of $1.0 million, payable in monthly installments of $100,000 beginning on March 1, 2024, with the final payment to be made on December 1, 2024 (the “ GEM Promissory Note ”).

5, 2024, the Company and Yorkville entered into a supplemental agreement (the “ SEPA Supplemental Agreement ”) to increase the amount of the Pre-Paid Advance under the SEPA by $1.0 million (the “ Additional Pre-Paid Advance Amount ”), for an aggregate principal amount of $4.5 million to be advanced by Yorkville to the Company under the SEPA and SEPA Supplemental

February 5, 2024, the Company received a letter (the “ Letter ”) from the staff at Nasdaq notifying the Company that, for the 30 consecutive business days prior to the date of the Letter, the Company’s Minimum Value of Listed Securities (“ MVLS ”) was below the minimum of $50 million required for continued listing on The Nasdaq Global Market pursuant to Nasdaq Listing Rule 5450(b)(2)(A). The staff at Nasdaq also noted in the Letter that the Company is not in compliance with Nasdaq Listing Rule 5450(b)(3)(A), which requires listed companies to have total assets and total revenue of at least $50

On February 5, 2024, the Company and Yorkville entered into a supplemental agreement (the “ SEPA Supplemental Agreement ”) to increase the amount of the Pre-Paid Advance under the SEPA by $1.0 million (the “ Additional Pre-Paid Advance Amount ”), for an aggregate principal amount of $4.5 million to be advanced by Yorkville to the Company under the SEPA and SEPA Supplemental Agreement. The Additional Pre-Paid Advance Amount (less a 10% discount) was funded on February 5, 2024 in exchange for a promissory note in the principal amount of $1.0 million (the “ Yorkville Promissory Note ”).

On February 5, 2024, the Company, GEM Global Yield LLC SCS (“ GEM Global ”) and GEM Yield Bahamas Limited (collectively, “ GEM ”) entered into a settlement agreement (the “ GEM Settlement Agreement ”), pursuant to which (a) the Company and GEM agreed to (i) settle the Company’s obligations under and terminate the binding term sheet entered into between Legacy Banzai and GEM Global, dated December 13, 2023, and (ii) terminate the share repurchase agreement, dated May 27, 2022, by and among the Company and GEM, and (b) the Company (i) agreed to pay GEM $1.2 million in cash within three business days of the GEM Settlement Agreement and (ii) issued to GEM, on February 5, 2024, an unsecured promissory note in the amount of $1.0 million, payable in monthly installments of $100,000 beginning on March 1, 2024, with the final payment to be made on December 1, 2024 (the “ GEM Promissory Note ”).

On February 2, 2024, the Company and Roth Capital Partners, LLC (“ Roth ”) entered into an addendum to (i) the engagement letter, dated October 13, 2022, by and between Roth and Legacy Banzai, pursuant to which Legacy Banzai engaged Roth as a financial advisor in connection with the Company’s business combination with Legacy Banzai (the “ Business Combination ”), and (ii) the engagement letter, dated October 14, 2022, by and between Roth (as successor to MKM Partners, LLC) and 7GC & Co. Holdings, Inc. (“ 7GC ”), pursuant to which 7GC engaged Roth as a financial advisor in connection with the Business Combination (such engagement agreements, collectively, the “ Roth Engagement Agreements ,” and such addendum, the “ Roth Addendum ”). Pursuant to the Roth Addendum, in lieu of payment in cash of the full amount of any advisory fees or other fees or expenses owed under the Roth Engagement Agreements (collectively, the “ Roth Fee ”), the Company (i) issued to Roth 175,000 shares (the “ Roth