Banzai to repurchase 1.66M warrants for $1.5M, grants investor $6M offering participation right

Banzai International, Inc.

Repurchase Agreement dated Oct. 20, 2026 calls for Banzai to pay $1.5M cash to cancel warrants for up to 1,662,862 shares, exercisable at $1.245 each.
Repurchase closes concurrently with a public offering; investor can participate for at least $6M, or a lesser amount Banzai specifies.
Investor agreed to an 18-trading-day standstill on converting the Existing Note, starting when the offering registration statement is publicly filed.
Waivers make the public offering an Excluded Security and not a Variable Rate/Price Transaction; Evergreen Note is Permitted Indebtedness; Sections 7(d) and 4(s) waived.
Existing Note is a senior secured convertible note dated Aug. 12, 2026 under a June 27, 2025 SPA; Banzai pays $20,000 of investor legal fees.

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