FORM OF INDEMNITY AGREEMENTIndemnity Agreement • June 28th, 2021 • Navigation Capital Acquisition VII Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [], 2021, by and between Navigation Capital Acquisition VII Corp., a Delaware corporation (the “Company”), and (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 28th, 2021 • Navigation Capital Acquisition VII Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of , 2021, is made and entered into by and among Navigation Capital Acquisition VII Corp., a Delaware corporation (the “Company”), Navigation Capital Holdings VII, LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
WARRANT AGREEMENTWarrant Agreement • June 28th, 2021 • Navigation Capital Acquisition VII Corp. • Blank checks • New York
This WARRANT AGREEMENT (this “Agreement”), dated as of ____________, 2021, is by and between Navigation Capital Acquisition VII Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”, and also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 28th, 2021 • Navigation Capital Acquisition VII Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as ___________, 2021 by and between Navigation Capital Acquisition VII Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
15,000,000 Units Navigation Capital Acquisition VII Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • June 28th, 2021 • Navigation Capital Acquisition VII Corp. • Blank checks • New York
Navigation Capital Acquisition VII Corp., a Delaware corporation (the “Company”), proposes to sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you are acting as representatives (the “Representatives”), 15,000,000 units (the “Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 2,250,000 additional units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). Certain capitalized terms used herein and not otherwise defined are defined in Section 20 hereof.
Navigation Capital Acquisition VII Corp. Atlanta, Georgia 30305Navigation Capital Acquisition VII Corp. • June 28th, 2021 • Blank checks • New York
We are pleased to accept the offer Navigation Capital Holdings VII, LLC, a Delaware limited liability company (the “Subscriber” or “you”), has made to purchase 4,312,500 shares (“Founder Shares”) of the common stock, $.0001 par value per share (“Common Stock”), of Navigation Capital Acquisition VII Corp., a Delaware corporation (the “Company”), up to 562,500 Founder Shares of which are subject to complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”) of the Company pursuant to the registration statement on Form S-1 (the “Registration Statement”) do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms (this “Agreement”) on which the Company is willing to sell the Founder Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Founder Shares, are as follows:
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • June 28th, 2021 • Navigation Capital Acquisition VII Corp. • Blank checks • New York
This PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of June [•], 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among Navigation Capital Acquisition VII Corp., a Delaware corporation (the “Company”), and Navigation Capital Holdings VII, LLC, a Delaware limited liability company (the “Purchaser”).
Navigation Capital Acquisition VII Corp. Atlanta, GA 30305 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • June 28th, 2021 • Navigation Capital Acquisition VII Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Navigation Capital Acquisition VII Corp., a Delaware corporation (the “Company”), and Wells Fargo Securities, LLC and Mizuho Securities USA LLC as representatives (the “Representatives”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 15,000,000 of the Company’s units (including up to 2,250,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and one-third of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustmen
NAVIGATION CAPITAL ACQUISITION VII CORP. Atlanta, GA 30305Letter Agreement • June 28th, 2021 • Navigation Capital Acquisition VII Corp. • Blank checks • New York
This letter agreement (this “Agreement”) by and among Navigation Capital Acquisition VII Corp. (the “Company”) and Navigation Capital Holdings VII, LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the New York Stock Exchange (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
