Banzai International, Inc.
435 Ericksen Ave., Suite 250
Bainbridge Island, WA 98110
May 15, 2026
CP BF Lending, LLC 1910 Fairview Ave.
Suite 200, Seattle WA 98105 Attention: Alexander Washburn
Mr. Washburn,
This letter agreement (the “Letter Agreement”) is to document an understanding between CP BF
Lending, LLC, a Delaware limited liability company (“Lender”), and Banzai International, Inc., a Delaware corporation (“Borrower”), with regard to its proposed amendment of that certain Loan Agreement, dated as of February 19, 2021 (as amended or otherwise modified from time to time prior to the date hereof, including by that certain letter agreement dated October 10, 2025, among Borrower, Lender and the Guarantors (as defined below) (the "Prior Letter Agreement" and the "Loan Agreement”, respectively) among Lender, Borrower, Demio
Holdings, Inc., and Banzai Operating Co LLC (together with Demio Holdings, Inc., the “Guarantors”), and the 2024 CP BF Convertible Note (as defined below). Capitalized terms not defined herein shall have the meaning given them in the Loan Agreement.
On September 23, 2024, Borrower, Guarantors, and Lender entered into that certain Second Amendment to Loan Agreement whereby Borrower and Lender agreed to consolidate previously outstanding debt into a single convertible note (the “2024 CP BF Convertible Note”). On October 10, 2025, Borrower, Guarantors, and Lender entered into the Prior Letter Agreement, which, among other things, amended the Conversion Price (as defined in the 2024 CP BF Convertible Note), established a floor price of $2.50, provided for the registration of shares of Class A Common Stock issuable upon conversion, and set forth certain waivers and other agreements among the parties. As of the date hereof, there is an aggregate of $5,361,910 outstanding under the 2024 CP BF Convertible Note.
On May 8, 2026, Borrower effected a one-for-twenty (1-for-20) reverse stock split of its outstanding Class A Common Stock and Class B Common Stock (the "Reverse Stock Split"). Pursuant to Section 2.3(a)(i) of the 2024 CP BF Convertible Note, the Conversion Price was proportionately increased to reflect the Reverse Stock Split effective at the close of business on May 8, 2026.
Borrower, Guarantors, and Lender each desire to further amend the Floor Price (as defined in the Prior Letter Agreement) applicable to the 2024 CP BF Convertible Note on the terms and conditions set forth in this Letter Agreement, and agree as follows:
Floor Price Amendment
The 2024 CP BF Convertible Note (and related Loan Documents) are hereby amended to reduce the floor price applicable to the Conversion Price (as defined in the 2024 CP BF Convertible Note) from $50.00 (as adjusted for the Reverse Stock Split) to $4.50 (on a post-Reverse Stock Split basis) (the "Floor Price"). For the avoidance of doubt, the Conversion Price shall remain equal to 95% of the price of the Class A Common Stock on the Trading Day immediately preceding delivery of any Conversion Notice, subject to the Floor Price as amended hereby.