Banzai enters $3.5M convertible note at $2.00/share, 10% OID, with YA II PN

Banzai International, Inc.

Principal $3.5M; 10% original issue discount (net proceeds ~$3.15M); received Jan 31, 2025.
Conversion price $2.00 per share; interest 0% first 90 days then 6% (18% on default).
Maturity July 31, 2025; installment payments: $1.5M on Feb 28 & Mar 31, $500k on Apr 30, plus 4% premium and accrued interest.
Optional redemption by company allowed only if VWAP below conversion price, with 10 trading days' notice and 4% premium.
Issued under existing SEPA; registration rights granted to holder for resale of underlying shares.

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