Exhibit 10.8

  

    

  February 18, 2021

   

  Learn CW Investment Corporation

  11755 Wilshire Blvd.

  Suite 2320

  Los Angeles, California 90025

   

  		Re:	Securities Subscription Agreement


   

  Ladies and Gentlemen:

   

  Learn CW Investment
    Corporation, a Cayman Islands exempted company (the “Company” or “us”), is pleased to accept
    the offer of CWAM LC Sponsor LLC, a Delaware limited liability company (the “Subscriber” or “you”),
    to purchase 7,187,500 shares of Class B ordinary shares (the “Shares”), par value $0.0001 per share (the “Class
      B Ordinary Shares” and, together with all other classes of Company ordinary shares, the “Ordinary Shares”),
    of which up to 937,500 Shares are subject to complete or partial forfeiture by you if the underwriter of the initial public offering
    (“IPO”) of the Company does not fully exercise its over-allotment option (the “Over-allotment Option”).
    The terms of this letter agreement (this “Agreement”) on which the Company is willing to sell, and the Subscriber
    is willing to purchase, the Shares, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:

   

  1.            Purchase
      of Shares. For the sum of $25,000, 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. Concurrently with the Subscriber’s
    execution of this Agreement, the Company shall register the Shares in the name of the Subscriber on the register of members of
    the Company.

   

  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 the State 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 of 1933, as amended (the “Securities
      Act”), 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 can 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
    and/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, 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 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 book-entry(ies) 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 business combination of the Company, despite technical compliance with the 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 corporation 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.

   

  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 Company’s Memorandum and Articles
    of Association, as amended to the date hereof (the "Memorandum and Articles"), (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.

   

  
  
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  2.2.3.       Title
      to Securities.  Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Memorandum and Articles,
    and registration in the register of members of the Company, the Shares will be duly and validly issued as fully paid and nonassessable.
    Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Memorandum and Articles, 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 under the other agreements to which the Shares may be subject, (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.

   

  2.2.5        Authorization.
    The Class A Shares issuable upon conversion of the Class B Shares have been duly authorized and reserved for issuance upon such
    conversion.

   

  		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 underwriter of the
    IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees of Shares)
    shall forfeit any and all rights to such number of Shares (up to an aggregate of 937,500 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 any private placement units that are
    expected to be purchased prior to or at the closing of the IPO, Shares issuable upon exercise of any warrants or any Ordinary Shares
    purchased by Subscriber (and all other initial shareholders prior to the IPO, if any) in the IPO or in the aftermarket) equal to
    20% of the issued and outstanding Ordinary Shares immediately following the IPO (in each case, not including Class A Shares issuable
    upon exercise of any warrants).

   

  3.2.          Termination
      of Rights as Shareholder.  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 forfeited Shares, and
    the Company shall take such action as is appropriate to cancel such forfeited 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 shareholders 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 business combination. For purposes of clarity, in the event
    the Subscriber purchases Ordinary Shares in the IPO or in the aftermarket, any additional Ordinary Shares so purchased shall be
    eligible to receive any liquidating distributions by the Company. However, in no event will the Subscriber have the right to redeem
    any Shares into funds held in the Trust Account upon the successful completion of an initial business combination.

   

  		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 at or prior to 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. 

   

  
  
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  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 book-entries representing the Shares shall be subject to the following restrictive legends:

   

  “THE SECURITIES REPRESENTED
    HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES 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.”

   

  5.4.         Additional
      Shares or Substituted Securities.  In the event of the declaration of a share dividend, the declaration of a special dividend
    payable in a form other than Ordinary Shares, a spin-off, a share split, an adjustment in conversion ratio, a recapitalization
    or a similar transaction affecting the Company’s outstanding Ordinary Shares 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 class 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 Shareholder Rights Agreement to be entered into with the Company at or prior to the closing of the IPO (the
    “Registration Rights Agreement”).

   

  		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 email address most recently provided
    to such party or such other email 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 the Insider Letter and the Registration Rights Agreement, each substantially
    in the form to be filed as an exhibit to the Company’s Registration Statement on Form S-1 for the 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.

   

  
  
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  6.5.         Waivers
      and Consents.  The terms and provisions of this Agreement may be waived, or consent for the departure therefrom granted,
    only by a 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 New York.

   

  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;
      Electronic Signature.  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. The words “execution,” “signed,” “signature,” and words of like
    import in this Agreement or in any other certificate, agreement or document related to this Agreement shall include images of manually
    executed signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf”, “tif”
    or “jpg”) and other electronic signatures (including, without limitation, DocuSign and AdobeSign). The use of electronic
    signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated,
    received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed
    signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal
    Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other
    applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial
    Code.

   

  
  
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  6.15.       Construction. 
    The parties hereto have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of
    intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties hereto and no presumption
    or burden of proof will arise favoring or disfavoring any party hereto because of the authorship of any provision of this Agreement.
    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 subdivision
    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 business combination that the Company
    negotiates and submits for approval to the Company’s shareholders and shall not seek redemption with respect to such Shares
    in connection with an initial business combination or any amendment to the Company’s Memorandum and Articles of Association,
    as amended, prior to an initial business combination. Additionally, the Subscriber agrees not to redeem any Shares in connection
    with a redemption or tender offer presented to the Company’s shareholders in connection with an initial business combination
    negotiated by the Company.

   

  (Signature Page Follows)

  

   

  
  
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  If the foregoing accurately sets forth our
    understanding and agreement, please sign the enclosed copy of this Agreement and return it to us.

   

  	 	Very truly yours,
	 	 	 
	 	LEARN CW INVESTMENT CORPORATION
	 	 	 
	 	By:	/s/ Adam Fisher
	 	 	Name: Adam Fisher
	 	 	Title: Authorized Signatory


   

  Accepted and agreed as of the date first written above.

   

  CWAM LC Sponsor LLC

   

  	By:	/s/ Adam Fisher	 
	 	Name: Adam Fisher	 
	 	Title: Authorized Signatory	 


   

  Signature Page to Securities Subscription
      Agreement