Exhibit 10.7
7 Acquisition Corporation
000 Xxxx Xxxx Xxxxxx, Xxxxx 000
Xxxxxxxx, Xxxxxxxxxxx 00000
March 8, 2021
7 Acquisition Holdings, LLC
000 Xxxx Xxxx Xxxxxx, Xxxxx 000
Xxxxxxxx, Xxxxxxxxxxx 00000
RE: Securities
Subscription Agreement
Ladies and Gentlemen:
This
agreement (this “Agreement”) is entered into on March 8, 2021 by and between 7 Acquisition Holdings, LLC, a Delaware
limited liability company (the “Subscriber” or “you”), and 7 Acquisition Corporation, a Cayman Islands
exempted company (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber
has made to purchase 8,625,000 shares of the Company’s Class B common stock (the “Shares”), $0.0001
par value per share (the “Class B Common Stock”
together with all other series of Company common stock, the “Common Stock”),
up to 1,125,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”)
of units (“Units”) of the Company do not fully exercise their over-allotment option (the “Over-allotment Option”).
The Company and the Subscriber’s agreements regarding such Shares are as follows:
1. Purchase
of Shares. For the sum of $25,000 (the “Purchase Price”), which the Company acknowledges receiving in cash, the
Company hereby sells and issues the Shares to the Subscriber, and the Subscriber hereby purchases the Shares from the Company, subject
to the forfeiture provisions of Section 3 below, on the terms and subject to the conditions set forth in this Agreement.
2. Representations,
Warranties and Agreements.
2.1 Subscriber’s
Representations, Warranties and Agreements. To induce the Company to issue the Shares to the Subscriber, the Subscriber hereby represents
and warrants to the Company and agrees with the Company as follows:
2.1.1. No
Government Recommendation or Approval. The Subscriber understands that no federal or state agency has passed upon or made any recommendation
or endorsement of the offering of the Shares.
2.1.2. No
Conflicts. The execution, delivery and performance of this Agreement and the consummation by the Subscriber of the transactions contemplated
hereby do not violate, conflict with or constitute a default under (i) the formation and governing documents of the Subscriber, (ii) any
agreement, indenture or instrument to which the Subscriber is a party, (iii) any law, statute, rule or regulation to which the Subscriber
is subject, or (iv) any agreement, order, judgment or decree to which the Subscriber is subject.
2.1.3. Organization
and Authority. The Subscriber is a Delaware limited liability company, validly existing and in good standing under the laws of Delaware
and possesses all requisite power and authority necessary to carry out the transactions contemplated by this Agreement. Upon execution
and delivery by you, this Agreement will be a legal, valid and binding agreement of Subscriber, enforceable against Subscriber in accordance
with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar laws
affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless of whether enforcement
is sought in a proceeding at law or in equity).
2.1.4. Experience,
Financial Capability and Suitability. Subscriber is: (i) sophisticated in financial matters and is able to evaluate the risks
and benefits of the investment in the Shares and (ii) able to bear the economic risk of its investment in the Shares for an
indefinite period of time because the Shares have not been registered under the Securities Act (as defined below) and therefore
cannot be resold unless subsequently registered under the Securities Act or an exemption from such registration is available.
Subscriber is capable of evaluating the merits and risks of its investment in the Company and has the capacity to protect its own
interests. Subscriber must bear the economic risk of this investment until the Shares are sold pursuant to: (x) an effective
registration statement under the Securities Act or (y) an exemption from registration available with respect to such sale.
Subscriber is able to bear the economic risks of an investment in the Shares and to afford a complete loss of Subscriber’s
investment in the Shares.
2.1.5. Access
to Information; Independent Investigation. Prior to the execution of this Agreement, the Subscriber has had the opportunity to ask
questions of and receive answers from representatives of the Company concerning an investment in the Company, as well as the finances,
operations, business and prospects of the Company, and the opportunity to obtain additional information to verify the accuracy of all
information so obtained. In determining whether to make this investment, Subscriber has relied solely on Subscriber’s own knowledge
and understanding of the Company and its business based upon Subscriber’s own due diligence investigation and the information furnished
pursuant to this paragraph. Subscriber understands that no person has been authorized to give any information or to make any representations
which were not furnished pursuant to this Section 2 and Subscriber has not relied on any other representations or information in making
its investment decision, whether written or oral, relating to the Company, its operations or its prospects.
2.1.6. Regulation
D Offering. Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation
D under the Securities Act of 1933, as amended (the “Securities Act”), and acknowledges the sale contemplated hereby
is being made in reliance on a private placement exemption applicable to “accredited investors” within the meaning of Section
501(a) of Regulation D under the Securities Act or similar exemptions under federal and state law.
2.1.7. Investment
Purposes. The Subscriber is purchasing the Shares solely for investment purposes, for the Subscriber’s own account and not for
the account or benefit of any other person, and not with a view towards the distribution or dissemination thereof. The Subscriber did
not decide to enter into this Agreement as a result of any general solicitation or general advertising within the meaning of Rule 502
of Regulation D under the Securities Act.
2.1.8. Restrictions
on Transfer; Shell Company. Subscriber understands the Shares are being offered in a transaction not involving a public offering within
the meaning of the Securities Act. Subscriber understands the Shares will be “restricted securities” as defined
in Rule 144(a)(3) under the Securities Act and Subscriber understands that the certificate representing the Shares will contain a legend
in respect of such restrictions. If in the future the Subscriber decides to offer, resell, pledge or otherwise transfer the Shares, such
Shares may be offered, resold, pledged or otherwise transferred only in accordance with the provisions of Section 5.1 hereof. Subscriber
agrees that if any transfer of its Shares or any interest therein is proposed to be made, as a condition precedent to any such transfer,
Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company. Absent registration or an exemption,
the Subscriber agrees not to resell the Shares. Subscriber further acknowledges that because the Company is a shell company, Rule 144
may not be available to the Subscriber for the resale of the Shares until one year following consummation of the initial partnering transaction
of the Company, despite technical compliance with the certain requirements of Rule 144 and the release or waiver of any contractual transfer
restrictions.
2.1.9. No
Governmental Consents. No governmental, administrative or other third party consents or approvals are required, necessary or appropriate
on the part of Subscriber in connection with the transactions contemplated by this Agreement.
2.2 Company’s
Representations, Warranties and Agreements. To induce the Subscriber to purchase the Shares, the Company hereby represents and warrants
to the Subscriber and agrees with the Subscriber as follows:
2.2.1 Organization
and Corporate Power. The Company is a Cayman Islands exempted company and is qualified to do business in every jurisdiction in which
the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results
or assets of the Company. The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated
by this Agreement. Upon execution and delivery by the Company, this Agreement will be a legal, valid and binding agreement of the Company,
enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency,
fraudulent conveyance or similar laws affecting the enforcement of creditors’ rights generally and subject to general principles
of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).
2.2.2. No
Conflicts. The execution, delivery and performance of this Agreement and the consummation by the Company of the transactions contemplated
hereby do not violate, conflict with or constitute a default under (i) the Certificate of Incorporation or Memorandum and Articles of
Association of the Company, (ii) any agreement, indenture or instrument to which the Company is a party, (iii) any law, statute, rule
or regulation to which the Company is subject, or (iv) any agreement, order, judgment or decree to which the Company is subject.
2.2.3. Title
to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, the Shares will be duly and validly issued,
fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof the Subscriber will have or
receive good title to the Shares, free and clear of all liens, claims and encumbrances of any kind, other than (a) transfer restrictions
hereunder and other agreements to which the Shares may be subject which have been notified to the Subscriber in writing, (b) transfer
restrictions under federal and state securities laws, and (c) liens, claims or encumbrances imposed due to the actions of the Subscriber.
2.2.4. No
Adverse Actions. There are no actions, suits, investigations or proceedings pending, threatened against or affecting the Company which:
(i) seek to restrain, enjoin, prevent the consummation of or otherwise affect the transactions contemplated by this Agreement or (ii)
question the validity or legality of any transactions or seek to recover damages or to obtain other relief in connection with any transactions.
3. Forfeiture
of Shares.
3.1. Partial
or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the representative(s) of the underwriters
of the Company’s IPO is not exercised in full, the Subscriber acknowledges and agrees that it shall forfeit any and all rights to
such number of Shares (up to an aggregate of 1,125,000 Shares and pro rata based upon the percentage of the Over-allotment Option exercised)
such that immediately following such forfeiture, the Subscriber (and all other initial shareholders prior to the IPO, if any) will own
an aggregate number of Shares (not including shares of Common Stock issuable upon exercise of any warrants or any shares of Common Stock
purchased by Subscriber in the IPO or in the aftermarket) equal to 20% of the issued and outstanding shares of Common Stock immediately
following the IPO.
3.2. Termination
of Rights as Stockholder. If any of the Shares are forfeited in accordance with this Section 3, then after such time the Subscriber
(or successor in interest), shall no longer have any rights as a holder of such Shares, and the Company shall take such action as is appropriate
to cancel such Shares.
4. Waiver
of Liquidation Distributions; Redemption Rights. In connection with the Shares purchased pursuant to this Agreement, the Subscriber
hereby waives any and all right, title, interest or claim of any kind in or to any distributions by the Company from the trust account
which will be established for the benefit of the Company’s public stockholders and into which substantially all of the proceeds
of the IPO will be deposited (the “Trust Account”), in the event of a liquidation of the Company upon the Company’s
failure to timely complete an initial partnering transaction. For purposes of clarity, in the event the Subscriber purchases Common Stock
in the IPO or in the aftermarket, any additional Common Stock so purchased shall be eligible to receive any liquidating distributions
by the Company in accordance with the terms of such Common Stock. However, in no event will the Subscriber have the right to redeem any
Shares for funds held in the Trust Account upon the successful completion of an initial partnering transaction by the Company.
5. Restrictions
on Transfer.
5.1. Securities
Law Restrictions. In addition to any restrictions to be contained in that certain letter agreement (commonly known as an “Insider
Letter”) to be dated as of the closing of the IPO by and between Subscriber and the Company, Subscriber agrees not to sell, transfer,
pledge, hypothecate or otherwise dispose of all or any part of the Shares unless, prior thereto (a) a registration statement on the appropriate
form under the Securities Act and applicable state securities laws with respect to the Shares proposed to be transferred shall then be
effective or (b) the Company has received an opinion from counsel reasonably satisfactory to the Company, that such registration is not
required because such transaction is exempt from registration under the Securities Act and the rules promulgated by the Securities and
Exchange Commission thereunder and with all applicable state securities laws.
5.2 Lock-up. Subscriber
acknowledges that the Shares will be subject to lock-up provisions (the “Lock-up”) contained in the Insider Letter.
5.3 Restrictive
Legends. All certificates representing the Shares shall have endorsed thereon legends substantially as follows:
“THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND
NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO
AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH,
IN THE OPINION OF COUNSEL, IS AVAILABLE.”
“THE
SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP PROVISIONS AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE
DISPOSED DURING THE TERM OF THE LOCKUP PERIOD.”
5.5. Additional
Shares or Substituted Securities. In the event of the declaration of a stock dividend, the declaration of a special dividend payable
in a form other than Common Stock, a spin-off, a stock split, an adjustment in conversion ratio, a recapitalization or a similar transaction
affecting the Company’s outstanding Common Stock without receipt of consideration, any new, substituted or additional securities
or other property which are by reason of such transaction distributed with respect to any Shares subject to this Section 5 or into which
such Shares thereby become convertible shall immediately be subject to this Section 5 and Section 3. Appropriate adjustments to reflect
the distribution of such securities or property shall be made to the number or series of Shares subject to this Section 5 and Section
3.
5.5 Registration
Rights. Subscriber acknowledges that the Shares are being purchased pursuant to an exemption from the registration requirements of
the Securities Act and will become freely tradable only after certain conditions are met or they are registered pursuant to a Registration
and Stockholder Rights Agreement to be entered into with the Company prior to or in connection with the closing of the IPO.
6. Other
Agreements.
6.1. Further
Assurances. Subscriber agrees to execute such further instruments and to take such further action as may reasonably be necessary to
carry out the intent of this Agreement.
6.2. Notices.
All notices, statements or other documents which are required or contemplated by this Agreement shall be in writing and delivered: (i)
personally or sent by first class registered or certified mail, overnight courier service or facsimile or electronic transmission to the
address designated in writing; (ii) by facsimile to the number most recently provided to such party or such other address or fax number
as may be designated in writing by such party; and (iii) by electronic mail, to the electronic mail address most recently provided to
such party or such other electronic mail address as may be designated in writing by such party. Any notice or other communication so transmitted
shall be deemed to have been given on the day of delivery, if delivered personally, on the business day following receipt of written confirmation,
if sent by facsimile or electronic transmission, one (1) business day after delivery to an overnight courier service or five (5) days
after mailing if sent by mail.
6.3. Entire
Agreement. This Agreement, together with that certain Insider Letter to be entered into between Subscriber and the Company, substantially
in the form to be filed as an exhibit to the Registration Statement on Form S-1 associated with the Company’s IPO, embodies the
entire agreement and understanding between the Subscriber and the Company with respect to the subject matter hereof and supersedes all
prior oral or written agreements and understandings relating to the subject matter hereof. No statement, representation, warranty, covenant
or agreement of any kind not expressly set forth in this Agreement shall affect, or be used to interpret, change or restrict, the express
terms and provisions of this Agreement.
6.4. Modifications
and Amendments. The terms and provisions of this Agreement may be modified or amended only by written agreement executed by all parties
hereto.
6.5. Waivers
and Consents. The terms and provisions of this Agreement may be waived, or consent for the departure therefrom granted, only by written
document executed by the party entitled to the benefits of such terms or provisions. No such waiver or consent shall be deemed to be or
shall constitute a waiver or consent with respect to any other terms or provisions of this Agreement, whether or not similar. Each such
waiver or consent shall be effective only in the specific instance and for the purpose for which it was given, and shall not constitute
a continuing waiver or consent.
6.6. Assignment.
The rights and obligations under this Agreement may not be assigned by either party hereto without the prior written consent of the other
party.
6.7. Benefit.
All statements, representations, warranties, covenants and agreements in this Agreement shall be binding on the parties hereto and shall
inure to the benefit of the respective successors and permitted assigns of each party hereto. Nothing in this Agreement shall be construed
to create any rights or obligations except among the parties hereto, and no person or entity shall be regarded as a third-party beneficiary
of this Agreement.
6.8. Governing
Law. This Agreement and the rights and obligations of the parties hereunder shall be construed in accordance with and governed by
the laws of Delaware applicable to contracts wholly performed within the borders of such state, without giving effect to the conflict
of law principles thereof.
6.9. Severability.
In the event that any court of competent jurisdiction shall determine that any provision, or any portion thereof, contained in this Agreement
shall be unreasonable or unenforceable in any respect, then such provision shall be deemed limited to the extent that such court deems
it reasonable and enforceable, and as so limited shall remain in full force and effect. In the event that such court shall deem any such
provision, or portion thereof, wholly unenforceable, the remaining provisions of this Agreement shall nevertheless remain in full force
and effect.
6.10. No
Waiver of Rights, Powers and Remedies. No failure or delay by a party hereto in exercising any right, power or remedy under this Agreement,
and no course of dealing between the parties hereto, shall operate as a waiver of any such right, power or remedy of such party. No single
or partial exercise of any right, power or remedy under this Agreement by a party hereto, nor any abandonment or discontinuance of steps
to enforce any such right, power or remedy, shall preclude such party from any other or further exercise thereof or the exercise of any
other right, power or remedy hereunder. The election of any remedy by a party hereto shall not constitute a waiver of the right of such
party to pursue other available remedies. No notice to or demand on a party not expressly required under this Agreement shall entitle
the party receiving such notice or demand to any other or further notice or demand in similar or other circumstances or constitute a waiver
of the rights of the party giving such notice or demand to any other or further action in any circumstances without such notice or demand.
6.11. Survival
of Representations and Warranties. All representations and warranties made by the parties hereto in this Agreement or in any other
agreement, certificate or instrument provided for or contemplated hereby, shall survive the execution and delivery hereof and any investigations
made by or on behalf of the parties.
6.12. No
Broker or Finder. Each of the parties hereto represents and warrants to the other that no broker, finder or other financial consultant
has acted on its behalf in connection with this Agreement or the transactions contemplated hereby in such a way as to create any liability
on the other. Each of the parties hereto agrees to indemnify and hold the other harmless from any claim or demand for commission or other
compensation by any broker, finder, financial consultant or similar agent claiming to have been employed by or on behalf of such party
and to bear the cost of legal expenses incurred in defending against any such claim.
6.13. Headings
and Captions. The headings and captions of the various sections of this Agreement are for convenience of reference only and shall
in no way modify or affect the meaning or construction of any of the terms or provisions hereof.
6.14. Counterparts.
This Agreement may be executed in one or more counterparts, all of which when taken together shall be considered one and the same
agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being
understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile
transmission or any other form of electronic delivery, such signature shall create a valid and binding obligation of the party
executing (or on whose behalf such signature is executed) with the same force and effect as if such signature page were an original
thereof.
6.15. Construction.
The words “include,” “includes,” and “including” will be deemed to be followed
by “without limitation.” Pronouns in masculine, feminine, and neuter genders will be construed to include any other
gender, and words in the singular form will be construed to include the plural and vice versa, unless the context otherwise requires.
The words “this Agreement,” “herein,” “hereof,” “hereby,”
“hereunder,” and words of similar import refer to this Agreement as a whole and not to any particular section unless
expressly so limited. The parties hereto intend that each representation, warranty, and covenant contained herein will have independent
significance. If any party hereto has breached any representation, warranty, or covenant contained herein in any respect, the fact that
there exists another representation, warranty or covenant relating to the same subject matter (regardless of the relative levels of specificity)
which such party hereto has not breached will not detract from or mitigate the fact that such party hereto is in breach of the first representation,
warranty, or covenant.
6.16. Mutual
Drafting. This Agreement is the joint product of the Subscriber and the Company and each provision hereof has been subject to the
mutual consultation, negotiation and agreement of such parties and shall not be construed for or against any party hereto.
7. Voting
and Redemption of Shares. Subscriber agrees to vote the Shares in favor of an initial partnering transaction that the Company negotiates
and submits for approval to the Company’s stockholders and shall not seek redemption with respect to such Shares. Additionally,
the Subscriber agrees not to redeem or tender any Shares in connection with a redemption or tender offer presented to the Company’s
stockholders in connection with an initial partnering transaction negotiated by the Company.
[Signature Page Follows]
If the foregoing accurately
sets forth our understanding and agreement, please sign the enclosed copy of this Securities Subscription Agreement and return it to us.
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Very truly yours, |
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7 ACQUISITION CORPORATION |
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By: |
/s/ Xxxx Xxxxx |
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Name: |
Xxxx Xxxxx |
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Title: |
Chief Financial Officer |
| Accepted and agreed this 8th day of March 2021 |
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| 7 ACQUISITION HOLDINGS, LLC |
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| By: |
/s/ Xxxxx X. Xxxxxxxx |
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| Name: |
Xxxxx X. Xxxxxxxx |
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| Title: |
Member |
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