Exhibit 10.5


 


Ace Global Business Acquisition Limited

6/F Unit B

Central 88, 88-98 Des Voeux Road

Central, Hong Kong


 


Ladies and Gentlemen:


 


Ace Global Business Acquisition
Limited (the “Company”), a blank check company formed for the purpose of acquiring one or more businesses or entities
(a “Business Combination”), intends to register its securities under the Securities Act of 1933, as amended (“Securities
Act”), in connection with its initial public offering (“IPO”), pursuant to a registration statement on Form S-1
(“Registration Statement”).


 


The undersigned hereby
commits that it will purchase 280,000 units of the Company (“Private Units”), each Private Unit consisting of one ordinary
share of the Company, par value $0.001 per share (the “Ordinary Shares”) and one warrant (the “Warrants”)
entitling its holder to purchase one Ordinary Share, at $10.00 per Private Unit, for a purchase price of $2,800,000 (the “Private
Unit Purchase Price”).


 


The undersigned hereby
agrees that it will purchase an additional amount of units of the Company (“Over-Allotment Units”), up to a maximum
of 24,000 Over-Allotment Units, or a maximum purchase price of $240,000 (“Over-Allotment Unit Purchase Price”, together
with the Private Unit Purchase Price, the “Purchase Price”), in the event Ladenburg Thalmann & Co. Inc. (“Ladenburg”)
exercises its over-allotment option, such that the amount held in the trust account (as described in the Registration Statement)
does not fall below $10.00 per share for each Ordinary Share sold in the IPO.


 


At least twenty-four
(24) hours prior to the effective date of the Registration Statement, the undersigned will cause the Private Unit Purchase Price
to be delivered to Loeb & Loeb LLP (“Loeb”), counsel for the Company, by wire transfer as set forth in the instructions
attached as Exhibit A to hold in a non-interest bearing account until the Company consummates the IPO.


 


The consummation of the
purchase and issuance of the Private Units shall occur simultaneously with the consummation of the IPO and the consummation of
the purchase and issuance of the Over-Allotment Units shall occur simultaneously with the closing of any exercise of the over-allotment
option related to the IPO. Simultaneously with the consummation of the IPO, Loeb shall deposit the Private Unit Purchase Price,
without interest or deduction, into the trust fund (“Trust Fund”) established by the Company for the benefit of the
Company’s public shareholders as described in the Registration Statement. If the Company does not complete the IPO within
ten (10) days from the date of this letter, the Private Unit Purchase Price (without interest or deduction) will be returned to
the undersigned.


 


Each of the Company,
and the undersigned acknowledges and agrees that Loeb is serving hereunder solely as a convenience to the parties to facilitate
the purchase of the Private Units and Loeb’s sole obligation under this letter agreement is to act with respect to holding
and disbursing the Private Unit Purchase Price as described above. Loeb shall not be liable to the Company, Ladenburg or the undersigned
or any other person or entity in respect of any act or failure to act hereunder or otherwise in connection with performing its
services hereunder unless Loeb has acted in a manner constituting gross negligence or willful misconduct. The Company and the undersigned
shall indemnify Loeb against any claim made against it (including reasonable attorney’s fees) by reason of it acting or failing
to act in connection with this letter agreement except as a result of its gross negligence or willful misconduct. Loeb may rely
and shall be protected in acting or refraining from acting upon any written notice, instruction or request furnished to it hereunder
and believed by it to be genuine and to have been signed or presented by the proper party or parties.


 






     


     


    

 


The Private Units and
Over-Allotment Units will be identical to the units to be sold by the Company in the IPO. Additionally, the undersigned agrees:


 


		●	to vote the Ordinary Shares included in the Private Units and Over-Allotment Units in favor of
any proposed Business Combination;



 


		●	not to propose, or vote in favor of, an amendment to the Company’s Amended and Restated Memorandum
and Articles of Association that would affect the substance or timing of the Company’s obligation to redeem 100% of the Company’s
Ordinary Shares sold in the IPO if the Company does not complete an initial Business Combination within 12 (or up to 21) months
from the closing of the IPO, unless the Company provides the holders of Ordinary Shares sold in the IPO with the opportunity to
redeem their Ordinary Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate
amount of the Trust Fund, including interest earned on Trust Fund and not previously released to the Company to pay the Company’s
franchise and income taxes, divided by the number of then outstanding Ordinary Shares sold in the IPO;



 


		●	not to convert any Ordinary Shares included in the Private Units and Over-Allotment Units into
the right to receive cash from the Trust Fund in connection with a shareholder vote to approve either a Business Combination or
an amendment to the provisions of the Company’s Amended and Restated Memorandum and Articles of Association, and not to tender
the Private Units and Over-Allotment Units in connection with a tender offer conducted prior to the closing of a Business Combination;



 


		●	the undersigned will not participate in any liquidation distribution with respect to the Private
Units and Over-Allotment Units (but will participate in liquidation distributions with respect to any units or Ordinary Shares
purchased by the undersigned in the IPO or in the open market) if the Company fails to consummate a Business Combination;



 


		●	that the Private Units, Over-Allotment Units and underlying securities will not be transferable
until after the consummation of a Business Combination except (i) to the Company’s pre-IPO shareholders, or to the Company’s
officers, directors, advisors and employees, (ii) transfers to the undersigned’s affiliates or its members upon its liquidation,
(iii) to relatives and trusts for estate planning purposes, (iv) by virtue of the laws of descent and distribution upon death,
(v) pursuant to a qualified domestic relations order, (vi) by private sales made in connection with the consummation of a Business
Combination at prices no greater than the price at which the Private Units were originally purchased or (vii) to the Company for
cancellation in connection with the consummation of a Business Combination, in each case (except for clause (vii)) where the transferee
agrees to the terms of the transfer restrictions; and



 


		●	the Private Units and Over-Allotment Units will include any additional terms or restrictions as
is customary in other similarly structured blank check company offerings or as may be reasonably required by the underwriters in
the IPO in order to consummate the IPO, each of which will be set forth in the Registration Statement.



 






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The undersigned acknowledges
and agrees that the purchaser of the Private Units and Over-Allotment Units will execute agreements in form and substance typical
for transactions of this nature necessary to effectuate the foregoing agreements and obligations prior to the consummation of the
IPO as are reasonably acceptable to the undersigned, including but not limited to an insider letter.


 


The undersigned hereby
represents and warrants that:


 


		(a)	it has been advised that the Private Units and Over-Allotment Units have not been registered under
the Securities Act;



 


		(b)	it will be acquiring the Private Units and Over-Allotment Units for its account for investment
purposes only;



 


		(c)	it has no present intention of selling or otherwise disposing of the Private Units and Over-Allotment
Units in violation of the securities laws of the United States;



 


		(d)	it is an “accredited investor” as defined by Rule 501 of Regulation D promulgated under
the Securities Act of 1933, as amended;



 





 


		(e)	it has had both the opportunity to ask questions and receive answers from the officers and directors
of the Company and all persons acting on its behalf concerning the terms and conditions of the offer made hereunder;



 


		(f)	it is familiar with the proposed business, management, financial condition and affairs of the Company;



 


		(g)	it has full power, authority and legal capacity to execute and deliver this letter and any documents
contemplated herein or needed to consummate the transactions contemplated in this letter; and



 


		(h)	this letter constitutes its legal, valid and binding obligation, and is enforceable against it.



 






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This letter agreement constitutes the
entire agreement between the undersigned and the Company with respect to the purchase of the Private Units and Over-Allotment Units,
and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral,
with respect to the same.


 


	 	Very truly yours,
	 	 	 	 
	 	ACE GLOBAL INVESTMENT LIMITED
	 	 
	 	By: 	 
	 	 	Name:	Yuen Wah Chan
	 	 	Title: 	Director



 





	Accepted and Agreed:	 
	 	 	 	 
	ACE GLOBAL BUSINESS ACQUISITION LIMITED
	 	 	 	 
	By:	 	 
	 	Name:	 Eugene Wong	 
	 	Title:	 Chief Executive Officer	 



 




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Exhibit A


 


Wire Instructions


 


Bank Name: Citigroup Private Bank


Bank Address: 153 East 53rd Street


   New York, NY 10022


Account Name: Loeb & Loeb LLP – Trust Account


Account Number: 24576266


Routing/ABA Number (Domestic Wires): 021000089


Swift Code (Foreign Wire): CITIUS33


Note: ACE 236480/10001