Exhibit 10.20
FEE REDUCTION AGREEMENT
November 8, 2023
WHEREAS, pursuant to that certain Underwriting Agreement between 7GC & Co. Holdings Inc. (together with any successor entity thereto, the “Company”) and Cantor Fitzgerald & Co., as Representative of the several Underwriters (“CF&CO”), dated December 22nd, 2020 (as may be amended from time to time, the “Underwriting Agreement”), the Company previously agreed to pay to CF&CO an aggregate cash amount of $8,050,000 as “deferred underwriting commissions” (the “Original Deferred Fee”), upon the consummation of a Business Combination, as contemplated by the final prospectus of the Company, filed with the Securities and Exchange Commission (the “SEC”) (File Nos. 333-251162 and 333-351623), and dated December 22, 2020. Capitalized terms used herein and not defined shall have the respective meanings ascribed to such terms in the Underwriting Agreement. For the avoidance of doubt, for purposes hereof, all references to the “Company” herein shall also refer to the surviving entity to the Company following any Business Combination (the “Successor”).
WHEREAS, the Company has entered into that certain business combination agreement (the “Business Combination Agreement”) with respect to a Business Combination (the “Transaction”) with Banzai International, Inc. (including any affiliates thereof, the “Target”).
For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and CF&CO hereby agree as follows:
| 1. | Fee Reduction: In the event that the Company elects (in its sole discretion) to consummate the Transaction, CF&CO agrees that it will forfeit $4,050,000 of the aggregate Original Deferred Fee that would otherwise be payable by the Company to CF&CO, pursuant to the Underwriting Agreement, resulting in a remainder of $4,000,000 (the “Reduced Deferred Fee”), which shall be payable by the Company to CF&CO in the common equity securities of the public entity that survives the Transaction (the “New Common Stock”). For the avoidance of doubt, such fee reduction agreement only applies to the consummation of the Transaction and not to any other potential Business Combination that may be contemplated or consummated by the Company. |
| 2. | Stockholder Rights: The Company shall issue such shares of New Common Stock to CF&CO in satisfaction of the Reduced Deferred Fee (the “Stock Fee”) with (x) “registration rights,” enabling CF&CO to promptly resell its shares of New Common Stock (as described below), and (y) “pre-emptive rights,” “tag rights,” “drag rights” and any other “stockholder rights,” in each case, substantially consistent with those received by any investor in any “public investment in private equity” (or “PIPE”) that closes substantially concurrently with the Transaction (or if no PIPE closes in connection therewith, then substantially consistent with those provided to the Sponsor) (collectively, the “Stockholder Rights”). |
| 3. | Registration Rights: Pursuant to the “registration rights” described above, the Company hereby agrees that it shall: |
| | (a) | Prepare and, as soon as practicable, but in no event later than thirty (30) days following the consummation of the Transaction, file with the SEC a re-sale registration statement on Form S-1 (or any successor form) to register the re-sale by CF&CO of the shares of New Common Stock issued to CF&CO pursuant to Section 4 hereof (the “Resale Registration Statement”); |
| | (b) | Use its reasonable best efforts to have the Resale Registration Statement declared effective by the SEC by (x) the 60th Trading Day after the date of the initial filing thereof, if the Company is notified (orally or in writing, whichever is earlier) by the SEC that such Resale Registration Statement will not be reviewed by the SEC, or (y) by the 120th calendar day after the date of the initial filing thereof, if such Resale Registration Statement is subject to review by the SEC; and |
