{"url_path":"/sec/bnzi/10-q/2026/item-6","section_key":"item-6","section_title":"Item 6 Exhibits.","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/1826011/0001193125-26-226795-index.html","accession_number":"0001193125-26-226795","cik":"0001826011","ticker":"BNZI","issuer_name":"Banzai International, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1826011/0001193125-26-226795-index.html","primary_entity_key":"0001826011","primary_entity_name":"Banzai International, Inc."},"word_count":1323,"has_tables":true,"body_markdown":"Item 6. Exhibits.\n\n \n\nThe following documents are included as exhibits to this Quarterly Report on Form 10-Q:\n\n \n\nExhibit\n\nNumber\n\nDescription\n\n1.1\n\n \n\n[At the Market Offering Agreement, dated August 27, 2025 by and between Banzai and H.C. Wainwright & Co., LLC (incorporated by reference to the Current Report on Form 8-K filed on August 28, 2025).](https://www.sec.gov/Archives/edgar/data/1826011/000149315225012412/ex1-1.htm)\n\n2.1+\n\n \n\n[Agreement and Plan of Merger, dated December 8, 2022, by and among Banzai, 7GC, First Merger Sub and Second Merger Sub (incorporated by reference to Annex A-1 to the Registration Statement on Form S-4 filed on August 31, 2023).](https://www.sec.gov/Archives/edgar/data/1826011/000119312523225201/d441541ds4.htm#rom441541_40)\n\n2.2\n\n \n\n[Amendment to Agreement and Plan of Merger, dated August 4, 2023, by and among the Company and 7GC (incorporated by reference to Annex A-2 to the Registration Statement on Form S-4 filed on August 31, 2023).](https://www.sec.gov/Archives/edgar/data/1826011/000119312523225201/d441541ds4.htm#rom441541_41)\n\n2.3\n\n \n\n[Agreement and Plan of Merger, dated December 10, 2024, by and among Banzai International, Inc., Banzai Reel Acquisition, Inc. ClearDoc, Inc., and certain stockholders of ClearDoc, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed on December 19, 2024).](https://www.sec.gov/Archives/edgar/data/1826011/000149315224049374/ex2-1.htm)\n\n2.4\n\n \n\n[Acquisition Agreement, dated December 19, 2024, by and among Banzai International, Inc., Vidello Limited, and the Shareholders of Vidello Limited (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed on December 20, 2024).](https://www.sec.gov/Archives/edgar/data/1826011/000149315224050891/ex2-1.htm)\n\n2.5\n\n \n\n[Agreement and Plan of Merger, dated January 22, 2025 by and between Banzai International, Inc. and Act-On Software, Inc. (incorporated by reference to the Current Report on Form 8-K filed on January 23, 2025)](https://www.sec.gov/Archives/edgar/data/1826011/000149315225003319/ex2-1.htm)\n\n3.1\n\n \n\n \n\n[Second Amended and Restated Certificate of Incorporation of the Company, dated December 14, 2023. (incorporated by reference to the Exhibit 3.1 to the Current Report on Form 8-K filed on December 20, 2023).](https://www.sec.gov/Archives/edgar/data/1826011/000119312523300033/d449527dex31.htm)\n\n3.2\n\n \n\n[Second Amended and Restated Bylaws of the Company, dated December 14, 2023 (incorporated by reference to the Exhibit 3.2 to the Current Report on Form 8-K filed on December 20, 2023).](https://www.sec.gov/Archives/edgar/data/1826011/000119312523300033/d449527dex32.htm)\n\n3.3\n\n \n\n[Third Amended and Restated Bylaws of the Company, dated March 3, 2025 (incorporated by reference to the Exhibit 3.2 to the Current Report on Form 8-K filed on March 4, 2025).](https://www.sec.gov/Archives/edgar/data/1826011/000149315225009079/ex3-2.htm)\n\n3.4\n\n \n\n[Amendment to Second Amended and Restated Certificate of Incorporation of the Company, dated September 11, 2024. (incorporated by reference to the Exhibit 3.1 to the Current Report on Form 8-K filed on September 16, 2024).](https://www.sec.gov/Archives/edgar/data/1826011/000149315224036413/ex3-1.htm)\n\n3.5\n\n \n\n[Amendment to Second Amended and Restated Certificate of Incorporation of the Company, dated March 3, 2025. (incorporated by reference to the Exhibit 3.1 to the Current Report on Form 8-K filed on March 4, 2025).](https://www.sec.gov/Archives/edgar/data/1826011/000149315225009079/ex3-1.htm)\n\n3.6\n\n \n\n[Certificate of Amendment (2025 Stock Split) to Certificate of Incorporation of the Company, dated June 24, 2025. (incorporated by reference to the Exhibit 3.1 to the Current Report on Form 8-K filed on June 27, 2025).](https://www.sec.gov/Archives/edgar/data/1826011/000164117225016949/ex3-1.htm)\n\n3.7\n\n \n\n[Amendment to Second Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on April 28, 2026)](https://www.sec.gov/Archives/edgar/data/1826011/000119312526187087/bnzi-ex3_1.htm)\n\n4.1\n\n \n\n[Specimen Class A Common Stock Certificate of the Company (incorporated by reference to the Exhibit 4.1 to the Current Report on Form 8-K filed on December 20, 2023).](https://www.sec.gov/Archives/edgar/data/1826011/000119312523300033/d449527dex41.htm)\n\n4.2\n\n \n\n[Specimen Class B Common Stock Certificate of the Company (incorporated by reference to the Exhibit 4.2 to the Current Report on Form 8-K filed on December 20, 2023).](https://www.sec.gov/Archives/edgar/data/1826011/000119312523300033/d449527dex42.htm)\n\n4.3\n\n \n\n[Specimen Warrant Certificate of the Company (incorporated by reference to the Exhibit 4.3 to the Current Report on Form 8-K filed on December 20, 2023).](https://www.sec.gov/Archives/edgar/data/1826011/000119312523300033/d449527dex43.htm)\n\n4.4\n\n \n\n[Warrant Agreement, dated December 22, 2020, by and between 7GC and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by 7GC on December 28, 2020).](https://www.sec.gov/Archives/edgar/data/1826011/000121390020044825/ea132294ex4-1_7gcholdings.htm)\n\n4.5\n\n \n\n[Amended and Restated Convertible Promissory Note, by and among Banzai and CP BF Lending, LLC (incorporated by reference to Exhibit 4.7 to the Registration Statement on Form S-4 filed by 7GC on August 30, 2023).](https://www.sec.gov/Archives/edgar/data/1826011/000119312523225201/d441541dex47.htm)\n\n4.6\n\n \n\n[Subordinated Promissory Note, dated December 13, 2023, issued by the Company to Alco Investment Company (incorporated by reference to the Exhibit 4.5 to the Current Report on Form 8-K filed on December 20, 2023).](https://www.sec.gov/Archives/edgar/data/1826011/000119312523300033/d449527dex45.htm)\n\n4.7\n\n \n\n[Warrant to Purchase Shares of Common Stock of Banzai International, Inc., dated December 15, 2023, issued by the Company to GEM Yield Bahamas Limited (incorporated by reference to the Exhibit 4.7 to the Current Report on Form 8-K filed on December 20, 2023).](https://www.sec.gov/Archives/edgar/data/1826011/000119312523300033/d449527dex47.htm)\n\n4.8\n\n \n\n[Promissory Note, dated as of December 14, 2023, issued by Banzai International, Inc. to YA II PN, LTD (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on December 18, 2023).](https://www.sec.gov/Archives/edgar/data/1826011/000119312523297160/d564833dex102.htm)\n\n4.9\n\n \n\n[Promissory Note, dated as of February 5, 2024, issued by Banzai International, Inc. to YA II PN, LTD (incorporated by reference to the Exhibit 4.11 to the Registration Statement on Form S-1 filed on February 5, 2024).](https://www.sec.gov/Archives/edgar/data/1826011/000119312524023808/d567008dex411.htm)\n\n4.10\n\n \n\n[Promissory Note Agreement, dated as of March 26, 2024, issued by Banzai International, Inc. to YA II PN, LTD (incorporated by reference to Exhibit 4.10 to the Annual Report on Form 10-K filed on April 15, 2025).](https://www.sec.gov/Archives/edgar/data/1826011/000095017025054303/bnzi-ex4_10.htm)\n\n4.11\n\n \n\n[Certificate of Designation of Series FE Preferred Stock (incorporated by reference to the 8-K filed on December 19, 2024).](https://www.sec.gov/Archives/edgar/data/1826011/000149315224050696/ex3-1.htm)\n\n56\n\n \n\n4.12\n\n \n\n[Form of Senior Secured Convertible Note (incorporated by reference to the Current Report on Form 8-K filed on July 3, 2025).](https://www.sec.gov/Archives/edgar/data/1826011/000164117225017861/ex4-1.htm)\n\n4.13\n\n \n\n[Form of Warrant (incorporated by reference to the Current Report on Form 8-K filed on July 3, 2025).](https://www.sec.gov/Archives/edgar/data/1826011/000164117225017861/ex4-2.htm)\n\n4.14\n\n \n\n[Form of Additional Note (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed on August 22, 2025).](https://www.sec.gov/Archives/edgar/data/1826011/000149315225012268/ex4-3.htm)\n\n4.15\n\n \n\n[Form of Additional Warrant (incorporated by reference to Exhibit 4.4 to the Current Report on Form 8-k filed on August 22, 2025).](https://www.sec.gov/Archives/edgar/data/1826011/000149315225012268/ex4-4.htm)\n\n4.16\n\n \n\n[Senior Secured Convertible Note (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed on February 13, 2026).](https://www.sec.gov/Archives/edgar/data/1826011/000149315226006807/ex4-3.htm)\n\n4.17\n\n \n\n[Warrant To Purchase Common Stock (incorporated by reference to Exhibit 4.4 to the Current Report on Form 8-K filed on February 13, 2026).](https://www.sec.gov/Archives/edgar/data/1826011/000149315226006807/ex4-4.htm)\n\n10.1\n\n \n\n[Form of Exchange Agreement (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on May 5, 2026).](https://www.sec.gov/Archives/edgar/data/1826011/000119312526206397/bnzi-ex10_3.htm)\n\n31.1*\n\n \n\n[Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.](bnzi-ex31_1.htm)\n\n31.2*\n\n \n\n[Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.](bnzi-ex31_2.htm)\n\n32.1**\n\n \n\n[Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.](bnzi-ex32_1.htm)\n\n32.2**\n\n \n\n[Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.](bnzi-ex32_2.htm)\n\n101.INS ***\n\n \n\nInline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.\n\n101.SCH ****\n\n \n\nInline XBRL Taxonomy Extension Schema with Embedded Linkbase Documents\n\n104 ***\n\n \n\nCover Page Interactive Data File (embedded within the Inline XBRL document)\n\n \n\n*\n\nFiled herewith.\n\n**\n\nFurnished herewith.\n\n#\n\nIndicates management contract or compensatory plan or arrangement.\n\n+\n\nThe schedules and exhibits to this agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request.\n\n***\n\nThe XBRL Instance Document and Cover Page Interactive Data File do not appear in the Interactive Data File because their XBRL tags are embedded within the Inline XBRL document.\n\n****\n\nSubmitted electronically herewith.\n\n \n\n \n\n57\n\n \n\nSIGNATURES\n\n \n\nPursuant to the requirements of Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on May 15, 2026.\n\n \n\nBANZAI INTERNATIONAL, INC.\n\nDate: May 15, 2026\n\nBy:\n\n/s/ Joseph Davy\n\nJoseph Davy\n\nChief Executive Officer\n\n \n\n \n\n \n\n \n\nDate: May 15, 2026\n\n \n\nBy:\n\n/s/ Dean Ditto\n\n \n\n \n\n \n\nDean Ditto\n\n \n\n \n\n \n\nChief Financial Officer\n\n \n\n \n\n \n\n \n\n \n\n \n\n58"}