| (2) |
This
registration statement on Form S-8 (the “Registration Statement”) covers (i) 1,924,257 shares of Class A common stock of
Banzai International, Inc. (the “Registrant”) issuable pursuant to awards under the Registrant’s 2023 Equity
Incentive Plan (the “Incentive Plan”); (ii) 5,191 shares of the Registrant’s
Class A common stock issuable pursuant to the Registrant’s 2023 Employee Stock Purchase Plan (the “ESPP,” together with
the Incentive Plan, the “Plans”), and (ii) pursuant to Rule 416(a) under the Securities Act of 1933, as amended
(the “Securities Act”), an indeterminate number of additional shares of Class A common stock that may become issuable
under the terms of the Plans by reason of any stock split, stock dividend, recapitalization or other similar transaction effected
without the Registrant’s receipt of consideration, which results in an increase in the number of the Registrant’s
outstanding shares of Class A common stock. Additionally, pursuant to Rule 416(b) under the Securities Act, if prior to the
completion of the distribution of the shares of Class A common stock registered under this Registration Statement all shares of
Class A common stock are combined by a reverse share split into a lesser number of shares of Class A common stock, the number of
undistributed shares of Class A common stock covered by this Registration Statement shall be proportionately reduced. |