FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • February 14th, 2024 • 99 Acquisition Group Inc. • Blank checks
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement” ) is entered into as of [ ], 2024, by and among 99 Acquisition Group Inc., a Delaware corporation (the “Company”), certain stockholders of Nava Health MD, Inc., a Maryland corporation (“Nava”), listed on the signature page hereto (the “Nava Investors”), and the Founder Holders (as defined below, and together with the Nava Investors and any Person who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, an “Investor” and collectively, the “Investors”).
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • February 14th, 2024 • 99 Acquisition Group Inc. • Blank checks
This SPONSOR SUPPORT AGREEMENT, dated as of February 12, 2024 (this “Sponsor Support Agreement”), is entered into by and among 99 Acquisition Group Inc., a Delaware corporation (“Parent”), 99 Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and Nava Health MD, Inc., a Maryland corporation (the “Company”). Capitalized terms used but not defined in this Sponsor Support Agreement shall have the meanings ascribed to them in the Merger Agreement (as defined below).
MERGER AGREEMENT dated February 12, 2024 by and among Nava Health MD, Inc., as the Company, NNAG Merger Sub, Inc., as Merger Sub, and Bernaldo Dancel, as the Securityholder Representative.Merger Agreement • February 14th, 2024 • 99 Acquisition Group Inc. • Blank checks • Delaware
LOCK-UP AGREEMENTLock-Up Agreement • February 14th, 2024 • 99 Acquisition Group Inc. • Blank checks • Delaware
THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of February 12, 2024, by and among the undersigned (the “Holder”), 99 Acquisition Group Inc., a Delaware corporation (“Parent”), and Nava Health MD, Inc., a Maryland corporation (the “Company”). Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Merger Agreement (as defined below).
FORM OF NON-COMPETITION AND NON-SOLICITATION AGREEMENTForm of Non-Competition and Non-Solicitation Agreement • February 14th, 2024 • 99 Acquisition Group Inc. • Blank checks
THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is being executed and delivered as of February 12, 2024, by Bernaldo Dancel (the “Subject Party”) in favor of and for the benefit of 99 Acquisition Group Inc., a Delaware corporation (including any successor entity thereto, the “Parent”), Nava Health MD, Inc., a Maryland corporation (the “Company”), and each of the Parent’s and/or the Company’s respective present and future Affiliates, successors and direct and indirect subsidiaries (collectively with the Parent and the Company, the “Covered Parties”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement.
COMPANY SUPPORT AGREEMENTCompany Support Agreement • February 14th, 2024 • 99 Acquisition Group Inc. • Blank checks
This COMPANY SUPPORT AGREEMENT, dated as of February 12, 2024 (this “Company Support Agreement”), is entered into by and among the stockholders named on the signature pages hereto (each, a “Stockholder”), Nava Health MD, Inc., a Maryland corporation (the “Company”), and 99 Acquisition Group Inc., a Delaware corporation (“Parent”). Capitalized terms used but not defined in this Company Support Agreement shall have the meanings ascribed to them in the Merger Agreement (as defined below).
VOTING AGREEMENTVoting Agreement • February 14th, 2024 • 99 Acquisition Group Inc. • Blank checks • Delaware
This Voting Agreement (this “Agreement”) is made as of February 12, 2024, by and among 99 Acquisition Group Inc., a Delaware corporation (the “Parent”), 99 Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and each of the individuals and entities set forth on the signature page hereto (each a “Voting Party” and collectively, the “Voting Parties”). For purposes of this Agreement, capitalized terms used and not defined herein shall have the respective meanings ascribed to them in the Merger Agreement (as defined below). This Agreement shall be effective as of the Closing Date of the Merger.
