EXHIBIT D

SUBORDINATED SECURED PROMISSORYNOTE

SUBORDINATED SECURED PROMISSORYNOTE

$2,100,000.00	Dated: July 01, 2026,

FOR VALUE RECEIVED, the undersigned, BANZAI INTERNATIONAL, INC., a Delaware corporation (“Parent”), BANZAI OPERATING CO LLC, a Delaware limited liability company, DEMIO HOLDING, INC., a Delaware corporation, BANZAI PASSAGE INC., a Delaware corporation, OPENREEL, INC., a Delaware corporation, BANZAI CS ACQUISITION, INC., a Delaware corporation, and VIDELLO LIMITED, a company incorporated in England & Wales, and the other entities shown as signatories hereto or that are

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SUBORDINATED BUSINESS LOAN AND SECURITY AGREEMENT

THIS SUBORDINATED BUSINESS LOAN AND SECURITY AGREEMENT (as the same may be amended,

restated, modified, or supplemented from time to time, this “Agreement”) dated as of July 01, 2026 (the

“Effective Date”) among Agile Capital Funding, LLC as collateral agent (in such capacity, together with its

successors and assigns in such capacity, “Collateral Agent”), and Agile Lending, LLC, a Virginia limited liability company (“Lead Lender”) and each assignee that becomes a party to this Agreement pursuant to Section 12.1 (each individually with the Lead Lender, a “Lender” and collectively with the Lead Lender, the “Lenders”), and BANZAI INTERNATIONAL, INC., a Delaware corporation (“Parent”), BANZAI OPERATING CO LLC, a Delaware limited liability company, DEMIO HOLDING, INC., a Delaware corporation, BANZAI PASSAGE INC., a Delaware corporation, OPENREEL, INC., a Delaware corporation, BANZAI CS ACQUISITION, INC., a Delaware corporation, and VIDELLO LIMITED, a company incorporated in England & Wales, and together with Parent, and the other ent

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REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement”) is made and entered into as of July 2, 2026, by and between Banzai International, Inc., a Delaware corporation (the “Company”), and ConnectAndSell, Inc., a Delaware corporation (the “Holder”). Each of the Holder and the Company is herein referred to as a “Party”, and collectively, the “Parties”.

WHEREAS, upon the terms and subject to the conditions of the Asset Purchase Agreement, dated as of July 2, 2026, by and between the Company and the Holder (the “Purchase Agreement”), the Company has agreed to issue to the Holder, (a) pre-funded warrants (the “Pre-Funded Warrants”) to purchase shares of the Company’s Class A common stock, par value US$0.0001 per share (“Common Stock”), and (b) shares of Common Stock, in each case, pursuant to the Purchase Agreement; and

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This FOURTH AMENDMENT TO THE REVOLVING LOAN AGREEMENT (this “Amendment”), dated as of July 2, 2026 (the “Amendment Date”), is entered into by and among GOLUB CAPITAL PRIVATE CREDIT FUND, as the borrower (the “Borrower”), and GC ADVISORS LLC, as the lender (the “Lender”).

WHEREAS, the Borrower and Lender are parties to the Revolving Loan Agreement, dated as of July 3, 2023 (as amended pursuant to that certain First Amendment to the Revolving Loan Agreement, dated as of December 19, 2023, that certain Second Amendment to the Revolving Loan Agreement, dated as of March 21, 2024, that certain Third Amendment to the Revolving Loan Agreement, dated as of June 21, 2024, and as the same may be further amended from time to time prior to the date hereof, the “Revolving Loan Agreement”); and

WHEREAS, the parties hereto desire to amend the Revolving Loan Agreement, subject to the terms and conditions set forth herein.

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NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.

POLAR POWER, INC.

Convertible Promissory Note

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AMENDED AND RESTATED LOAN AGREEMENT

** **

This Amended and Restated Loan Agreement (this “Agreement”) is dated as of June 30, 2026 (the “Agreement Date”) and is made and entered into between CDT Equity Inc., (formerly Conduit Pharmaceuticals Inc.) a Delaware corporation (the “Company”), and J.J. Astor & Co., a Utah corporation (including its successors and assigns, the “Lender”).

**WHEREAS, **the Company and the Lender entered into a loan agreement dated as of June 11, 2026 (the “Prior Loan Agreement”) pursuant to which the Lender advanced the first tranche of $268,299.70 in net proceeds from a One Million Four Hundred Sixty Thousand ($1,460,000) Dollar loan provided by the Lender (the “Loan”), to enable the Company to pay Delaware franchise taxes;

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Exhibit A to Loan Agreement

Senior Secured Convertible Note

THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY THIS SECURITY.

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PORTIONS OF THIS EXHIBIT HAVE BEEN REDACTED BECAUSE IT IS NOT MATERIAL AND OF A TYPE THAT PMGC HOLDINGS INC. TREATS AS PRIVATE OR CONFIDENTIAL. SUCH REDACTED PORTIONS ARE INDICATED WITH “[***].”

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***STANDARD EXCLUSIVE LICENSE AGREEMENT WITH KNOW-HOW ***

** **

[***] Agreement No: [***]

** **

This Agreement is made effective as of June 30, 2026, (the “Effective Date”) by and between the [***] (“[***]”), a nonstock, nonprofit [***] corporation (“[***]”) under [***] Statutes, and a direct support organization of [***] (“[***]”) and NorthStrive Defense Tech LLC, a Limited Liability Corporation, a small entity organized under the laws of the state of Nevada and having its principal place of business at 120 Newport Center Drive, Suite 250, Newport Beach, CA 92660 (“Licensee”).

WHEREAS, [***] has intellectual property rights further described herein that it desires to have developed and used for the public benefit;

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Execution Version

    Deal CUSIP Number:                73757NAA9

    Revolving Facility CUSIP Number:        73757NAB7

    2028 Draw Term Loan CUSIP Number:    73757NAE1

    2029 Draw Term Loan CUSIP Number:    73757NAF8

    Initial Term Loan CUSIP Number:        73757NAD3

Second Amended and Restated Credit Agreement

Dated as of July 2, 2026

among

Postal Realty LP,
as Borrower,

The Guarantors from time to time party hereto,

the Lenders from time to time party hereto,

and

Truist Bank,

as Administrative Agent

Truist Securities, Inc., M&T Bank, JPMorgan Chase Bank, N.A.,
The Bank of Nova Scotia and Mizuho Bank Ltd.
as Joint Lead Arrangers and Joint Book Runners

Truist Bank,
as Sustainability Structuring Agent,

M&T Bank, JPMorgan Chase Bank, N.A. and
Mizuho Bank Ltd.,
as Co-Syndication Agents

and

The Bank of Nova Scotia,
as Documentation Agent

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Table of Contents

Section    Heading    Page

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Execution Version

FIRST AMENDMENT TO CREDIT AND GUARANTY AGREEMENT

THIS FIRST AMENDMENT TO CREDIT AND GUARANTY AGREEMENT (this “Agreement”) is entered into as of July 2, 2026 by and among AIREON LLC, a Delaware limited liability company (the “Borrower”), AIREON HOLDINGS LLC, a Delaware limited liability company (“Holdings”), the other Guarantors (as defined below) signatory hereto, GLAS USA LLC, a limited liability company organized and existing under the laws of the State of New Jersey, as administrative agent (the in such capacity, the “Administrative Agent”), and the Lenders (as defined below) signatory hereto.

W I T N E S S E T H:

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**Exhibit 10.4 **

** **

Execution Version

** **

PARENT GUARANTY AGREEMENT

**

This Guaranty Agreement (this “Guaranty”), dated as of July 2, 2026 is entered into by and between IRIDIUM COMMUNICATIONS INC., a Delaware corporation (the “Parent”), and GLAS USA LLC, as Administrative Agent under the Credit Agreement referred to below.

WITNESSETH:

WHEREAS, Aireon LLC, a Delaware limited liability company (the “Borrower”), Aireon Holdings LLC, a Delaware limited liability company (“Holdings”), the Subsidiaries of Holdings from time to time party thereto as guarantors (together with Holdings, collectively, the “Guarantors”, and the Guarantors together with the Borrower, collectively, the “Credit Parties”), the lenders from time to time party thereto (the “Lenders”), GLAS USA LLC, a limited liability company organized and existing under the laws of the State of New Jersey, as administrative agent (the in such capacity, the “Administrative Agent”), GLAS AMERICAS LLC, a limited liability company organized and existing under the laws of the State

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Execution Version

***  ***

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CREDIT AND GUARANTY AGREEMENT

Dated as of July 2, 2026

among

IRIDIUM MONITOR HOLDINGS LLC, 

as the Borrower,

NAV CANADA SATELLITE, INC., AIRNAV NORTH ATLANTIC INC., ENAV NORTH ATLANTIC LLC,
NAVIAIR SURVEILLANCE USA LLC, and NATS (USA) INC.,
as Guarantors,

THE LENDERS FROM TIME TO TIME PARTY HERETO,

and

GLAS USA LLC, 

as Administrative Agent and Collateral Agent

Table of Contents

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