BNAI · Brand Engagement Network Inc.

The original Form 4, filed on January 16, 2025, is being amended by this Form 4 amendment to reflect that the grant previously reported as having occurred on December 31, 2024 was in fact two separate grants, as well as to correct the number of shares granted and dates of the grants.

Represents 7,927 shares of restricted stock granted to Mr. Luck pursuant to the Brand Engagement Network Inc. 2023 Long-Term Incentive Plan.

The Reporting Persons may be deemed to be a member of a group with respect to Brand Engagement Network Inc. (the "Company") or securities of the Company for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Reporting Persons declare that neither the filing of this statement nor anything herein shall be construed as an admission that such persons are, for the purposes of Section 13(d) or 13(g) of the Exchange Act or any other purpose, a member of a group with respect to the Company or securities of the Company.

The original Form 4, filed on January 14, 2025, is being amended by this Form 4 amendment to correct the number of shares granted and date of the grant.

Represents 9,466 shares of restricted stock granted to the Reporting Person pursuant to the Brand Engagement Network Inc. 2023 Long-Term Incentive Plan.

Represents 12,153 restricted stock units and 19,434 shares of restricted stock granted to the Reporting Person pursuant to the Brand Engagement Network Inc. Non-Employee Director Compensation Policy.

Represents 12,153 restricted stock units and 14,270 shares of restricted stock granted to the Reporting Person pursuant to the Brand Engagement Network Inc. Non-Employee Director Compensation Policy.

Represents 12,153 restricted stock units and 28,071 shares of restricted stock granted to the Reporting Person pursuant to the Brand Engagement Network Inc. Non-Employee Director Compensation Policy.

Represents 12,153 restricted stock units and 34,549 shares of restricted stock granted to the Reporting Person pursuant to the Brand Engagement Network Inc. Non-Employee Director Compensation Policy.

Represents 12,153 restricted stock units and 36,708 shares of restricted stock granted to the Reporting Person pursuant to the Brand Engagement Network Inc. Non-Employee Director Compensation Policy.

The original Form 4, filed on January 16, 2025, is being amended by this Form 4 amendment to reflect that the grant previously reported as having occurred on December 31, 2024 was in fact two separate grants, as well as to correct the number of shares granted and dates of the grants.

Represents 6,258 shares of restricted stock granted to Mr. Luck pursuant to the Brand Engagement Network Inc. 2023 Long-Term Incentive Plan.

The Reporting Persons may be deemed to be a member of a group with respect to Brand Engagement Network Inc. (the "Company") or securities of the Company for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Reporting Persons declare that neither the filing of this statement nor anything herein shall be construed as an admission that such persons are, for the purposes of Section 13(d) or 13(g) of the Exchange Act or any other purpose, a member of a group with respect to the Company or securities of the Company.

Represents 12,153 restricted stock units and 41,027 shares of restricted stock granted to the Reporting Person pursuant to the Brand Engagement Network Inc. Non-Employee Director Compensation Policy.

On August 26, 2024, the Sponsor effected a pro rata distribution of shares of Common Stock to the Sponsor's members subject to the existing lockup restrictions of Sponsor, and 79,999 shares of Common Stock were withheld to cover taxes and expenses.

Christopher Gaertner controls the reporting person, and as such has voting and investment discretion with respect to the securities held by the reporting person and may be deemed to have beneficial ownership of the securities held directly by the reporting person.

On August 26, 2024, the Sponsor effected a pro rata distribution of shares (the "Distribution") of Common Stock to Sponsor's members, including 79,999 shares of Common Stock withheld to cover taxes and expenses.

The securities reported herein are held by the Sponsor. The reporting person controls the Sponsor, and as such has voting and investment discretion with respect to the securities held by the Sponsor and may be deemed to have beneficial ownership of the securities held directly by the Sponsor. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 under the Securities Exchange Act of 1934, as amended, or for any other purpose.

Reflects 691,183 shares of Common Stock, rounded to the nearest whole share, distributed to the reporting person in the Distribution which are now directly owned but remain subject to lockup restrictions.

On August 22, 2024, the Sponsor and the Company agreed to convert certain indebtedness into shares of Common Stock owed by the Company to the Sponsor in connection with the Company's initial business combination for which the Sponsor used to cover past expenses.

Christopher Gaertner controls the reporting person, and as such has voting and investment discretion with respect to the securities held by the reporting person and may be deemed to have beneficial ownership of the securities held directly by the reporting person.

On August 22, 2024, the Sponsor and the Company agreed to convert certain indebtedness into shares of Common Stock owed by the Company to the Sponsor in connection with the Company's initial business combination for which the Sponsor used to cover past expenses.

The securities reported herein are held by the Sponsor. The reporting person controls the Sponsor, and as such has voting and investment discretion with respect to the securities held by the Sponsor and may be deemed to have beneficial ownership of the securities held directly by the Sponsor. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 under the Securities Exchange Act of 1934, as amended, or for any other purpose.

Represents shares of restricted stock granted pursuant to the Brand Engagement Network Inc. 2024 Long-Term Incentive Plan to the reporting person on July 5, 2024. The restricted stock fully vested on July 5, 2024.

Represents shares of common stock of Brand Engagement Network Inc. (the "Issuer") withheld by the Issuer to satisfy tax withholding obligations in connection with the grant of 78,222 shares of restricted stock granted to the reporting person on July 5, 2024. No shares were issued or sold in this transaction. The per-share value assigned to the shares withheld reflects the price per share on the date on which the shares vested as reported on the Nasdaq Capital Market.

Represents shares of restricted stock granted pursuant to the Brand Engagement Network Inc. 2024 Long-Term Incentive Plan to the reporting person on May 14, 2024. The restricted stock will fully vest on August 14, 2024, the three month anniversary of the date of grant.

Represents shares of restricted stock granted pursuant to the Brand Engagement Network Inc. 2024 Long-Term Incentive Plan to the reporting person on May 13, 2024. The restricted stock fully vested on May 13, 2024.

Such shares were transferred as additional consideration from DHC Sponsor, LLC (the "Sponsor") to Jon Leibowitz in connection with an investment that Mr. Leibowitz previously made in Brand Engagement Network Inc

The securities reported herein are held by the Sponsor. The reporting person controls the Sponsor, and as such has voting and investment discretion with respect to the securities held by the Sponsor and may be deemed to have beneficial ownership of the securities held directly by the Sponsor. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.

Such shares were transferred as additional consideration from DHC Sponsor, LLC to the Reporting Person in connection with an investment that the Reporting Person previously made in Brand Engagement Network Inc.

On October 26, 2023, Brand Engagement Network Inc., a Wyoming corporation and the predecessor company (the "Predecessor") to Brand Engagement Network Inc., a Delaware corporation (the "Company") provided the Reporting Person with an award of 1,000,000 stock options pursuant to the Predecessor's 2021 Incentive Stock Option Plan. Pursuant to the Predecessor's business combination with DHC Acquisition Corp., a former Cayman Islands corporation ("DHC"), as reported on Form S-4 filed by DHC with the Securities and Exchange Commission on October 17, 2023 and most recently amended on February 12, 2024 (File No. 333-275058), existing options of the Predecessor were assumed by the Company as the entity surviving the merger. Shares reported herein are shares of the Company on an as-converted basis.

Options reported herein vest in a series of thirty-six (36) successive equal monthly installments beginning on the one-year anniversary of the grant date, subject to the Reporting Person's continuous service with the Company as of such date.

On March 15, 2023, Brand Engagement Network Inc., a Wyoming corporation and the predecessor company (the "Predecessor") to Brand Engagement Network Inc., a Delaware corporation (the "Company") provided the Reporting Person with an award of 5,000,000 fully vested stock options pursuant to the Predecessor's 2021 Incentive Stock Option Plan. Pursuant to the Predecessor's business combination with DHC Acquisition Corp., a former Cayman Islands corporation ("DHC"), as reported on Form S-4 filed by DHC with the Securities and Exchange Commission on October 17, 2023 and most recently amended on February 12, 2024 (File No. 333-275058), existing options of the Predecessor were assumed by the Company as the entity surviving the merger. Shares reported herein are shares of the Company on an as-converted basis.

Options reported herein were fully vested at the original grant date of March 15, 2023.

Reflects shares of common stock, par value $0.0001 per share (the "Common Stock"), of Brand Engagement Network Inc., a Delaware corporation (the "Company"), distributed by DHC Sponsor, LLC, a Delaware limited liability company (the "Sponsor"), to certain non-redemption holders in connection with the initial business combination of the Company.

The securities reported herein are held by the Sponsor. The reporting person controls the Sponsor, and as such has voting and investment discretion with respect to the securities held by the Sponsor and may be deemed to have beneficial ownership of the securities held directly by the Sponsor. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 under the Securities Exchange Act of 1934, as amended, or for any other purpose.

On September 30, 2021, Brand Engagement Network Inc., a Wyoming corporation and the predecessor company (the "Predecessor") to Brand Engagement Network Inc., a Delaware corporation (the "Company") provided the Reporting Person with an award of 250,000 stock options pursuant to the Predecessor's 2021 Incentive Stock Option Plan. The Reporting Person exercised these stock options on June 30, 2022 at an exercise price of $0.10 per share. Pursuant to the Predecessor's business combination with DHC Acquisition Corp., a former Cayman Islands corporation ("DHC"), as reported on Form S-4 filed by DHC with the Securities and Exchange Commission on October 17, 2023 and most recently amended on February 12, 2024 (File No. 333-275058), existing shares of Predecessor common stock were converted into shares of the Company as the entity surviving the merger. Shares reported herein are shares of the Company on an as-converted basis.

On March 8, 2024, Brand Engagement Network Inc., a Wyoming corporation consummated a business combination (the "Business Combination") with DHC Acquisition Corp., a former Cayman Islands corporation and the surviving entity under the Business Combination ("DHC"), as reported on Form S-4 filed by DHC with the Securities and Exchange Commission on October 17, 2023 and most recently amended on February 12, 2024 (File No. 333-275058). The reported figure reflects the transfer of 396,433 shares of DHC Class A Shares from DHC Sponsor, LLC (the "Sponsor") and certain affiliates to public shareholders of DHC following the Business Combination pursuant to certain Non-Redemption Agreements entered into in connection with the Business Combination.

The securities reported herein are held by the Sponsor. The reporting person controls the Sponsor, and as such has voting and investment discretion with respect to the securities held by the Sponsor and may be deemed to have beneficial ownership of the securities held directly by the Sponsor. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.

On May 7, 2021, Brand Engagement Network Inc., a Wyoming corporation and the predecessor company (the "Predecessor") to Brand Engagement Network Inc., a Delaware corporation (the "Company") issued the Reporting Person a warrant to purchase 100,000 shares of Predecessor common stock. The Reporting Person converted these warrants in full on July 16, 2021 at a conversion price of $0.10 per share. Pursuant to the Predecessor's business combination with DHC Acquisition Corp., a former Cayman Islands corporation ("DHC"), as reported on Form S-4 filed by DHC with the Securities and Exchange Commission on October 17, 2023 and most recently amended on February 12, 2024 (File No. 333-275058), existing shares of Predecessor common stock were converted into shares of the Company as the entity surviving the merger. Shares reported herein are shares of the Company on an as-converted basis.

The securities reported herein are held by October 3rd Holdings, LLC ("October 3rd"). The reporting person is the managing member of and controls October 3rd, and as such has voting and investment discretion with respect to the securities held by October 3rd and may be deemed to have beneficial ownership of the securities held directly by October 3rd. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.

On September 30, 2021, Brand Engagement Network Inc., a Wyoming corporation and the predecessor company (the "Predecessor") to Brand Engagement Network Inc., a Delaware corporation (the "Company") provided the Reporting Person with an award of 250,000 fully vested stock options pursuant to the Predecessor's 2021 Incentive Stock Option Plan. The Reporting Person exercised these options in full on May 1, 2023 at an exercise price of $0.10 per share. Pursuant to the Predecessor's business combination with DHC Acquisition Corp., a former Cayman Islands corporation ("DHC"), as reported on Form S-4 filed by DHC with the Securities and Exchange Commission on October 17, 2023 and most recently amended on February 12, 2024 (File No. 333-275058), existing Predecessor common stock was converted into shares of common stock of the Company as the entity surviving the merger. Shares reported herein are shares of the Company on an as-converted basis.

On June 30, 2021, Brand Engagement Network Inc., a Wyoming corporation and the predecessor company (the "Predecessor") to Brand Engagement Network Inc., a Delaware corporation (the "Company") issued the Reporting Person a warrant to purchase 100,000 shares of Predecessor common stock. The Reporting Person converted these warrants in full on January 6, 2022 at a conversion price of $0.10 per share. Pursuant to the Predecessor's business combination with DHC Acquisition Corp., a former Cayman Islands corporation ("DHC"), as reported on Form S-4 filed by DHC with the Securities and Exchange Commission on October 17, 2023 and most recently amended on February 12, 2024 (File No. 333-275058), existing shares of Predecessor common stock were converted into shares of the Company as the entity surviving the merger. Shares reported herein are shares of the Company on an as-converted basis.

On February 1, 2021, Brand Engagement Network Inc., a Wyoming corporation and the predecessor company (the "Predecessor") to Brand Engagement Network Inc., a Delaware corporation (the "Company") issued the Reporting Person a warrant to purchase 250,000 shares of Predecessor common stock. The Reporting Person converted these warrants in full on February 1, 2023 at a conversion price of $0.10 per share. Pursuant to the Predecessor's business combination with DHC Acquisition Corp., a former Cayman Islands corporation ("DHC"), as reported on Form S-4 filed by DHC with the Securities and Exchange Commission on October 17, 2023 and most recently amended on February 12, 2024 (File No. 333-275058), existing shares of Predecessor common stock were converted into shares of the Company as the entity surviving the merger. Shares reported herein are shares of the Company on an as-converted basis.

Reflects shares of common stock, par value $0.0001 per share, (the "Common Stock"), of Brand Engagement Network Inc., a Delaware corporation (the "Company"), distributed by DHC Sponsor, LLC, a Delaware limited liability company (the "Sponsor"), to certain non-redemption holders in connection with the initial business combination of the Company.

Christopher Gaertner controls the reporting person, and as such has voting and investment discretion with respect to the securities held by the reporting person and may be deemed to have beneficial ownership of the securities held directly by the reporting person.

On September 30, 2021, the Company provided the Reporting Person with an award of 250,000 stock options pursuant to the Predecessor's 2021 Incentive Stock Option Plan at an exercise price of $0.10 per share. Pursuant to the Predecessor's business combination with DHC, existing options of the Predecessor were assumed by the Company as the entity surviving the merger. These options have not yet been exercised. Shares reported herein are shares of the Company on an as-converted basis.

One fourth (1/4th) of the options reported herein vested on the one-year anniversary of the award date, with the remaining balance vesting in a series of thirty-six (36) monthly installments measured from the one-year anniversary of the award date.

On May 1, 2023, the Predecessor issued the Reporting Person a warrant to purchase 200,000 shares of Predecessor common stock. The Reporting Person has not yet converted these warrants. Pursuant to the Predecessor's business combination with DHC, existing Predecessor warrants were assumed by the Company as the entity surviving the merger. Shares reported herein are shares of the Company on an as-converted basis.