EX-99.2 6 d441541dex992.htm EX-99.2 EX-99.2

Exhibit 99.2

 

LOGO

YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY. IMMEDIATE Vote by - Internet 24 Hours — a QUICK Day, 7 Days ï^ï^ ï^ a Week EASY or by Mail 7GC & CO. HOLDINGS INC. Your to vote Internet your shares vote authorizes in the same the manner named as proxies if you marked, Votes submitted signed and electronically returned your over proxy the Internet card. must on be received , 2023. by 11:59 p.m., Eastern Time, INTERNET www.cstproxyvote – .com Use the Internet to vote your proxy. Have your proxy card available when you access the above website. Follow the prompts to vote your shares. Vote at the Meeting – If you plan to attend the virtual online Special Meeting, you will need your 12 digit control number to vote electronically at the Special Meeting. To attend: https://www.cstproxy.com/ /sm2023 MAIL – Mark, sign and date your proxy card and return it in the postage-paid envelope PLEASE DO NOT RETURN THE PROXY CARD provided. IF YOU ARE VOTING ELECTRONICALLY. ï³ FOLD HERE • DO NOT SEPARATE • INSERT IN ENVELOPE PROVIDED ï³ 7GC & CO. HOLDINGS INC. NOTICE OF SPECIAL MEETING IN LIEU OF 2023 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON , 2023 The undersigned appoints and , and each of them, as proxies, each with the power to appoint his substitute, and authorizes each of them to represent and to vote, as designated on the reverse hereof, all of the shares of common stock of 7GC & Co. Holdings Inc. held of record by the undersigned at a special meeting in lieu of the 2023 annual meeting of stockholders (the “Special Meeting”) of 7GC & Co. Holdings Inc., a Delaware corporation (“7GC”), to be held virtually at: https://www.cstproxy.com/ /sm2023 on , 2023, at :00 a.m. or at any adjournment or postponement thereof. THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS INDICATED. IF NO CONTRARY INDICATION IS MADE, THE PROXY WILL BE VOTED IN FAVOR OF PROPOSALS 1 THROUGH 8, AND IN ACCORDANCE WITH THE JUDGMENT OF THE PERSONS NAMED AS PROXY HEREIN ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE SPECIAL MEETING. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY. (Continued, and to be marked, dated and signed, on the other side)


LOGO

Important Notice Regarding the Internet Availability of Proxy Materials for the Special Meeting of Stockholders in lieu of 2023 Annual Meeting The Proxy Statement and the Annual Report to Stockholders are available at: https://www.cstproxy.com/7gcholdings/sm2023 PROXY CARD Please mark your votes THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE PROPOSALS. like this X Proposal No. 1 — The Business Combination FOR AGAINST ABSTAIN Proposal the Agreement — a and proposal Plan of to Merger, approve dated and adopt as of ment December to Agreement 8, 2022, and as amended Plan of Merger, by the dated Amend- as of August 4, 2023 (as may Agreement”), be further by amended and among and/or 7GC, restated Banzai from International, time to time, Inc., the a Delaware “Merger corporation and an indirect (“Banzai”), wholly 7GC owned Merger subsidiary Sub I, of Inc. 7GC , a Delaware (“First Merger corporation Sub”), direct and 7GC wholly Merger owned Sub subsidiary II, LLC, a of Delaware 7GC (“Second limited liability Merger company Sub”), and and the a transactions Sub with and contemplated into Banzai, therby, with Banzai including surviving the merger as an of indirect First Merger wholly thereafter, owned subsidiary the merger of 7GC of the (the Surviving “Surviving Corporation Corporation”), with and and immediately into Second as Merger a direct Sub, wholly with the owned Second subsidiary Merger Sub of 7GC surviving (such the mergers, Second together, Merger the described “Mergers”) in the . We Merger refer Agreement to such mergers collectively and as the the other “Business transactions Com- Business bination” and Combination to 7GC immediately and approval following of the Proposed the consummation Charter as of “New the Banzai”; Proposal No. 2 — The Binding Charter FOR AGAINST ABSTAIN Second Proposal Amended — a proposal and to Restated approve Certificate the proposed of Incorporation which will replace of 7GC 7GC’s (the current “Proposed amended Charter”), and restated certificate of in-of corporation the Business (the Combination “Existing Charter”) (the “Closing”); and will be in effect upon the closing posals Proposal to approve, No. 3 — on The a Advisory non-binding Charter advisory Proposals basis, the — following separate mate- pro-rial which differences are being between presented the in Proposed accordance Charter with and SEC the guidance Existing as Charter, separate sub-proposals: • rized Proposal shares No. of 3A New — Banzai to increase common the stock autho- to FOR AGAINST ABSTAIN shares 275,000,000 of Class shares, A common consisting stock of (“New 250,000,000 Banzai Class (“New A Banzai Shares”) Class and B 25,000,000 Shares”), and shares authorized of Class shares B common of preferred stock stock to 75,000,000; • of Proposal New Banzai No. 3B Class — to A Shares provide will that be the entitled holders to FOR AGAINST ABSTAIN cast and holders one vote of per New New Banzai Banzai Class Class B Shares A Share, will matter be entitled properly to cast submitted ten votes to per the stockholders New Banzai Class entitled B to Share vote thereon; on each • Proposal No. 3C — to require the approval of FOR AGAINST ABSTAIN Mr. alter Joseph any provision Davy to of amend, Section repeal, A of Article waive, IV or of the fect Proposed the rights of Charter holders that of would New Banzai adversely Class af- B Shares; • vote Proposal of 66 No. 2/3% 3D of — the to require voting an power affirmative of the FOR AGAINST ABSTAIN tled shares to vote of capital on the stock election of of New directors Banzai to alter, enti- amend, or repeal the Proposed Bylaws; • Proposal No. 3E — to require an affirmative FOR AGAINST ABSTAIN vote shares of of 66 capital 2/3% stock of the of voting New Banzai power entitled of the cles to vote V, VI, thereon VII, and to alter, VIII of amend, the Proposed or repeal Charter; Arti- • Proposal No. 3F — to require an affirmative FOR AGAINST ABSTAIN shares vote of of 66 capital 2/3% stock of the of voting New Banzai power entitled of the director to vote on with the cause; election and of directors to remove a • Proposal No. 3G — to approve and adopt the FOR AGAINST ABSTAIN Proposals Proposed Charter 3A, B, C, that D, includes E, and F the and approval provides of ing for certain 7GC’s additional name from changes, “7GC & including Co. Holdings chang- Inc.” to “Banzai Interna-a tional, blank Inc. check ” and company, eliminate which the provisions the Board relating of Directors to 7GC’s believes status are as ately necessary following to adequately the consummation address the of the needs Business of New Combination Banzai immedi- and approval of the Proposed Charter; elect, Proposal effective No. 4 at — the The Closing, Director each Election of the following Proposal seven — a proposal directors to to 2024, serve 2025, staggered and 2026 terms annual on the meetings New Banzai of the Board stockholders, of Directors respective- until the office, ly, or until subject the election to their earlier and qualification death, resignation, of their respective or removal: successors in FOR AGAINST ABSTAIN Joseph Davy (Class I) Jack Leeney (Class III) Mason Ward (Class II) Paula Boggs (Class III) William Bryant (Class II) Proposal No. 5 — The Nasdaq Proposal — FOR AGAINST ABSTAIN with a proposal the applicable to approve, listing for rules purposes of Nasdaq: of complying (i) the issuance to the Merger of New Agreement, Banzai Class and A (ii) Shares the related pursuant change of control of 7GC the that other will occur transactions in connection contemplated with the by consummation the Merger Agreement; of the Mergers and Proposal No. 6 — The Incentive Plan Proposal — FOR AGAINST ABSTAIN a national, proposal Inc. to 2023 approve Equity and Incentive adopt the Plan; Banzai Inter- Proposal No. 7 — The ESPP Proposal — FOR AGAINST ABSTAIN a Inc. proposal 2023 Employee to approve Stock the Purchase Banzai International, Plan; and a Proposal proposal No. to approve 8 — The the Adjournment adjournment Proposal of the Spe- — FOR AGAINST ABSTAIN to cial permit Meeting further to a solicitation later date or and dates, vote if of necessary, proxies in quorum the event necessary that there to are conduct insufficient business shares at the represented Special Meeting to constitute or votes a for the the extent approval necessary of one to ensure or more that proposals any required at the supplement Special Meeting or amend- or to ment 7GC stockholders. to the accompanying proxy statement/prospectus is provided to CONTROL NUMBER Signature______________________________Signature, if held jointly__________________________________Date_____________, 2023 Note: Please sign exactly as name appears hereon. When shares are held by joint owners, both should sign. When signing as attorney, executor, administrator, trustee, guardian, or corporate officer, please give title as such.