EX-10.3
Banzai International, Inc.
Evergreen Capital Management LLC
156 W Saddle River Road
Saddle River, New Jersey 07458
** **
September 18, 2026
Banzai International, Inc.
435 Ericksen Ave, Suite 250
Bainbridge Island, Washington 98110
Re: Letter Agreement re: Securities Purchase Agreement and Convertible Promissory Note
Ladies and Gentlemen:
Reference is made to (i) the Securities Purchase Agreement, dated September 4, 2026 (the “SPA”), by and between Banzai International, Inc. (the “Company”) and Evergreen Capital Management LLC (“Evergreen”), (ii) the Convertible Promissory Note issued by the Company to Evergreen thereunder (the “Note”), and (iii) the Common Warrant issued by the Company to Evergreen thereunder (the “Warrant”). Capitalized terms used but not defined in this letter agreement (this “Letter Agreement”) have the meanings given in the SPA. In consideration of the mutual covenants below, the Company and Evergreen agree as follows:
…