Exhibit 10.4


 


FORM OF LOCK-UP AGREEMENT


 


[●], 2023


 


Banzai International, Inc. (formerly known as 7GC
& Co. Holdings Inc.)


435 Ericksen Ave, Suite 250


Bainbridge Island, WA 98110


 


Re: Lock-Up Agreement


 


Ladies and Gentlemen:


 


This letter agreement (this
“Letter Agreement”) is being delivered to you in accordance with that certain Agreement and Plan of Merger and
Reorganization, dated as of December 8, 2022 (the “Merger Agreement”), entered into by and among Banzai International, Inc. (formerly known as 7GC & Co. Holdings Inc.), a Delaware corporation (the “Company”), 7GC Merger Sub
I , Inc., a Delaware corporation and an indirect wholly owned subsidiary of the Company (“First Merger Sub”),
7GC Merger Sub II, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of the Company (“Second
Merger Sub” and, together with First Merger Sub, the “Merger Subs” and each, a “Merger
Sub”), and Banzai International, Inc., a Delaware corporation (“Banzai”), pursuant to which, through
a series of mergers at the Closing with the Merger Subs, Banzai will be merged with and into Second Merger Sub, with Second Merger Sub
surviving the mergers and remaining a wholly-owned subsidiary of the Company. Capitalized terms used but not otherwise defined in this
Agreement shall have the meanings ascribed thereto in the Merger Agreement.


 


In order to induce the Company
to proceed with the Transactions and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the undersigned (each, a “Securityholder”) hereby agrees with the Company as follows:


 


1. Subject to the
exceptions set forth herein, the Securityholder agrees not to, without the prior written consent of the board of directors of the
Company, (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose
of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a
call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), and the rules and regulations of the Securities and Exchange Commission promulgated
thereunder, any shares of Class A common stock, par value $0.0001 per share, of the Company (“Class A Common
Stock”), or shares of Class B common stock, par value $0.0001 per share (together with Class A Common Stock,
“Common Stock”), held by him, her or it immediately after the Closing, any shares of Common Stock issuable
upon the exercise of options to purchase shares of Common Stock held by him, her or it immediately after the Closing, or any
securities convertible into or exercisable or exchangeable for Common Stock held by him, her or it immediately after the Closing,
(ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of
ownership of any of such shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock,
whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (iii) publicly announce any
intention to effect any transaction specified in clause (i) or (ii) (the actions specified in clauses (i)-(iii), collectively,
“Transfer”) until 180 days after the Closing (the “Lock-Up”).


 




     


     


    

 


2. The restrictions set
forth in paragraph 1 shall not apply to:


 


		(i)	in the case of an entity, Transfers to a stockholder, partner, member or affiliate of such entity;



 


		(ii)	in the case of an individual, Transfers by bona fide gift to members of the individual’s
immediate family (as defined below) or to a trust, the beneficiary of which is a member of one of the individual’s immediate family,
an affiliate of such person or to a charitable organization;



 


		(iii)	in the case of an individual, Transfers by virtue of laws of descent and distribution upon death of the
individual;



 


		(iv)	in the case of an individual, Transfers pursuant to a qualified domestic relations order;



 


		(v)	in the case of an entity, Transfers by virtue of the laws of the state of the entity’s organization
and the entity’s organizational documents upon dissolution of the entity;



 


		(vi)	transactions relating to Common Stock or other securities convertible into or exercisable or exchangeable
for Common Stock acquired in open market transactions after the Closing, provided that no such transaction is required to be, or
is, publicly announced or disclosed (whether on Form 4, Form 5 or otherwise, other than a required filing on Schedule 13F, 13G or 13G/A)
during the Lock-Up;



 


		(vii)	the exercise of any options or warrants to purchase Common Stock (which exercises may be effected on a
cashless basis to the extent the instruments representing such options or warrants permit exercises on a cashless basis);



 


		(viii)	Transfers to the Company to satisfy tax withholding obligations pursuant to the Company’s equity
incentive plans or arrangements;



 


		(ix)	Transfers to the Company pursuant to any contractual arrangement in effect at the Closing that provides
for the repurchase by the Company or forfeiture of the Securityholder’s Common Stock or other securities convertible into or exercisable
or exchangeable for Common Stock in connection with the termination of the Securityholder’s service to the Company;



 


		(x)	the entry by the Securityholder, at any time after the Closing, of any trading plan providing for the
sale of Common Stock by the Securityholder, which trading plan meets the requirements of Rule 10b5-1(c) under the Exchange Act, provided,
however, that such plan does not provide for, or permit, the sale of any Common Stock during the Lock-Up and no public announcement
or filing is voluntarily made or required regarding such plan during the Lock-Up;



 


		(xi)	transactions in the event of completion of a liquidation, merger, stock exchange or other similar transaction
which results in all of the Company’s securityholders having the right to exchange their shares of Common Stock for cash, securities
or other property; and



 


		(xii)	transactions to satisfy any U.S. federal, state, or local income tax obligations of the Securityholder
(or its direct or indirect owners) arising from a change in the U.S. Internal Revenue Code of 1986, as amended (the “Code”),
or the U.S. Treasury Regulations promulgated thereunder (the “Regulations”) after the date on which the Merger
Agreement was executed by the parties, and such change prevents the Transactions from qualifying as a “reorganization” pursuant
to Section 368 of the Code (and the Transactions do not qualify for similar tax-free treatment pursuant to any successor or other provision
of the Code or Regulations taking into account such changes);



 




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provided, however, that in the case of
clauses (i) through (v), these permitted transferees must enter into a written agreement, in substantially the form of this Letter Agreement
(it being understood that any references to “immediate family” in the agreement executed by such transferee shall expressly
refer only to the immediate family of the Securityholder and not to the immediate family of the transferee), agreeing to be bound by these
Transfer restrictions. For purposes of this paragraph, the term “immediate family” shall mean a spouse, domestic
partner, child, grandchild or other lineal descendant (including by adoption), father, mother, brother or sister of the Securityholder;
and “affiliate” shall have the meaning set forth in Rule 405 under the Securities Act of 1933, as amended.


 


3. The
Securityholder hereby represents and warrants that (a) such Securityholder has full power and authority to enter into this Letter
Agreement, and (b) that this Letter Agreement has been duly executed and delivered by the Securityholder and constitutes the legal,
valid and binding obligation of the Securityholder, enforceable in accordance with its terms (except as such enforceability may be
limited or otherwise affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to
or affecting the rights of creditors generally and principles of equity, whether considered at law or equity). Upon the reasonable
request of the Company, the Securityholder will execute any additional documents necessary in connection with enforcement
hereof.


 


4. This Letter Agreement
constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof and supersedes all
prior understandings, agreements or representations by or among the parties hereto, written or oral, to the extent they relate in
any way to the subject matter hereof or the transactions contemplated hereby. This Letter Agreement may not be changed, amended,
modified or waived (other than to correct a typographical error) as to any particular provision, except by a written instrument
executed by all parties hereto.


 


5. No
party hereto may assign either this Letter Agreement or any of its rights, interests or obligations hereunder without the prior
written consent of the other party. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall
not operate to transfer or assign any interest or title to the purported assignee. This Letter Agreement shall be binding on the
Securityholder and each of its respective successors, heirs and assigns and permitted transferees.


 


6. This Letter Agreement
shall be governed by and construed and enforced in accordance with the laws of the State of Delaware, without giving effect to
conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The parties hereto
(a) all agree that any action, proceeding, claim or dispute arising out of, or relating in any way to, this Letter Agreement shall
be brought and enforced in any Court of Chancery of the State of Delaware, and irrevocably submit to such jurisdiction and venue,
which jurisdiction and venue shall be exclusive, and (b) waive any objection to such exclusive jurisdiction and venue or that such
courts represent an inconvenient forum.


 


7. Other
than the consideration specifically referenced herein and subject to the terms of the Merger Agreement, the Securityholder agrees
that no fee, payment, or additional consideration in any form has been or will be paid to the Securityholder in connection with this
Letter Agreement.


 


8. This Letter Agreement
shall terminate on the expiration of the Lock-Up.


 


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	 	Very truly yours,
	 	 
	 	 
	 	(Name of Securityholder – Please Print)
	 	 
	 	 
	 	(Signature)
	 	 
	 	 
	 	(Name of Signatory if Securityholder is an entity – Please Print)
	 	 
	 	 
	 	(Title of Signatory if Securityholder is an entity – Please Print)
	 	 
	 	Address:	          
	 	 
	 	 	 
	 	 	 
	 	 	 






 


[Signature Page to Lock-Up
Agreement]


 


 


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