Exhibit 10.5


 


Rocket Global
Acquisition Corp.


PO Box 309


Ugland House, Grand Cayman KY1-1104


Cayman Islands


 


February 17, 2021


 


Rocket Global Acquisition Corp.


c/o Maples Corporate Services Limited


PO Box 309


Ugland House, Grand Cayman KY1-1104


Cayman Islands


 


	 	RE:	Securities Subscription Agreement


 


Ladies and Gentlemen:


 


This agreement (the
 “Agreement”) is entered into on February 17, 2021 by and between Rocket Global Acquisition Sponsor LLC, a Delaware
limited liability company (the “Subscriber” or “you”), and Rocket Global Acquisition Corp.,
a Cayman Islands exempted entity (the “Company,” “we” or “us”). Pursuant
to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 2,875,000 Class B ordinary shares,
$0.0001 par value per share (the “Class B Ordinary Shares”), up to 375,000 of which are subject to forfeiture
by you if the underwriters of the initial public offering (“IPO”) of Class A ordinary shares (“Class
A Ordinary Shares”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”).
For the purposes of this Agreement, references to “Ordinary Shares” are to, collectively, the Class B Ordinary
Shares and the Company’s Class A ordinary shares, $0.0001 par value per share (the “Class A Ordinary Shares”).
Pursuant to the Company’s memorandum and articles of association, as amended to the date hereof (the “Articles”),
Class B Ordinary Shares will convert into Class A Ordinary Shares on a one-for-one basis, subject to adjustment, upon the terms
and conditions set forth in the Articles. The Agreement on which the Company is willing to issue the Class B Ordinary Shares to
the Subscriber, and the Company and the Subscriber’s agreements regarding such Class B Ordinary Shares are as follows:


 


1. Subscription for Securities.


 


1.1. Subscription
for Class B Ordinary Shares. For the sum of $25,000 (the “Purchase Price”), which the Company acknowledges
receiving in cash, the Company hereby issues the Class B Ordinary Shares to the Subscriber, and the Subscriber hereby subscribes
for the Class B Ordinary Shares from the Company, subject to forfeiture, 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, at its option, deliver to the Subscriber a certificate registered in the Subscriber’s name representing
the Class B Ordinary Shares (the “Original Certificate”), and update its Register of Members accordingly. All
references in this Agreement to shares of the Company being forfeited shall take, or effect as surrenders for no consideration
of such shares as a matter of Cayman Islands law. On the issuance of the Shares, the Subscriber hereby surrenders for no consideration
the one Class B ordinary share, $0.0001 par value that the Subscriber holds in the Company


 


2. Representations, Warranties and Agreements.


 


2.1. Subscriber’s
Representations, Warranties and Agreements. To induce the Company to issue the Class B Ordinary 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 Class B Ordinary Shares.


 






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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 or (iii) any law, statute, rule or regulation
to which the Subscriber is subject, or 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 is 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 Class B Ordinary Shares and (ii) able to bear the economic risk of
its investment in the Class B Ordinary Shares for an indefinite period of time because the Class B Ordinary Shares have not been
registered under the Securities Act (as defined below) and therefore cannot be sold 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 Class B Ordinary Shares are sold pursuant to: (i) an effective registration statement under the Securities Act or (ii) an exemption
from registration available with respect to such sale. Subscriber is able to bear the economic risks of an investment in the Class
B Ordinary Shares and to afford a complete loss of Subscriber’s investment in the Class B Ordinary 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 of 1933, as amended (the “Securities Act”) and acknowledges the sale contemplated hereby
is being made in reliance on a private placement exemption to “accredited investors” within the meaning of Section
501(a) of Regulation D under the Securities Act or similar exemptions under state law. 


 


2.1.7.  Investment Purposes.
The Subscriber is purchasing the Class B Ordinary 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 under the Securities Act.


 


2.1.8.  Restrictions on Transfer;
Shell Company. Subscriber understands the Class B Ordinary Shares are being offered in a transaction not involving a public
offering within the meaning of the Securities Act. Subscriber understands the Class B Ordinary Shares will be “restricted
securities” within the meaning of Rule 144(a)(3) under the Securities Act, and Subscriber understands that the certificates
or book-entries representing the Class B Ordinary 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 Class B Ordinary Shares, such Class B Ordinary Shares
may be offered, resold, pledged or otherwise transferred only pursuant to: (i) registration under the Securities Act, or (ii) an
available exemption from registration. Subscriber agrees that if any transfer of its Class B Ordinary 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 Class
B Ordinary 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 Class B Ordinary 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.


 






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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 Class B Ordinary Shares, the Company hereby represents
and warrants to the Subscriber and agrees with the Subscriber as follows: 


 


2.2.1.  Incorporation
and Corporate Power. The Company is a Cayman Islands exempted entity 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 Memorandum and Articles of Association
of the Company, (ii) any agreement, indenture or instrument to which the Company is a party or (iii) any law, statute, rule or
regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject.


 


2.2.3.  Title
to Class B Ordinary Shares. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and registration on
the register of members of the Company, the Class B Ordinary 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 Class B Ordinary 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 Class B Ordinary 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 seeks to recover damages or to obtain other relief in connection
with any transactions.


 


3. Forfeiture of Class B Ordinary Shares.


 


3.1. Partial or
No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the underwriters of the IPO is
not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees of Class B Ordinary
Shares) shall forfeit any and all rights to such number of Class B Ordinary Shares (up to an aggregate of 375,000 Class B Ordinary
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 Class B Ordinary Shares
(not including Ordinary Shares issuable upon exercise of any warrants or any ordinary Class B Ordinary Shares purchased by Subscriber
in the IPO or in the aftermarket) equal to 20% of the issued and outstanding Class A Ordinary Shares immediately following the
IPO.


 


3.2. Termination
of Rights as Shareholder. If any of the Class B Ordinary 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 Class B Ordinary
Shares, and the Company shall take such action as is appropriate to cancel such forfeited Class B Ordinary Shares.


 






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3.3. Share Certificates.
In the event an adjustment to the Original Certificates, if any, is required pursuant
to this Section 3, then the Subscriber shall return such Original Certificates to the Company or its designated agent as soon
as practicable upon its receipt of notice from the Company advising Subscriber of such adjustment, following which a new certificate
(the “New Certificate”), if any, shall be issued in such amount representing the adjusted number of Class B
Ordinary Shares held by the Subscriber. The New Certificate, if any, shall be returned to the Subscriber as soon as practicable.
Any such adjustment for any uncertificated securities held by the Subscriber shall be made in book-entry form.


 


4. Waiver of Liquidation Distributions;
Redemption Rights. In connection with the Class B Ordinary 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 Class
A Ordinary Shares in the IPO or in the aftermarket, any additional Class A 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 Ordinary Shares
held by it 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 on 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 Class B Ordinary 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 Class B Ordinary 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 Ordinary Shares will be subject to lock-up provisions (the “Lock-up”) contained
in the Insider Letter. Pursuant to the Insider Letter, Subscriber will agree (subject to certain exceptions) not to sell, transfer,
pledge, hypothecate or otherwise dispose of all or any part of the Ordinary Shares until the earlier to occur of: (A) one year
after the completion of the Company’s initial business combination or (B) the date on which the Company completes a liquidation,
merger, stock exchange or other similar transaction after its initial business combination that results in all of its shareholders
having the right to exchange their Ordinary Shares for ash, securities or other property. Notwithstanding the foregoing, if the
last sale price of the Class A Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalization,
reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150
days after the Company’s initial business combination, the Shares will be released from the Lock-up.


 


5.3. Restrictive
Legends. Any certificates representing the Class B Ordinary 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.”


 






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“THE SECURITIES REPRESENTED BY THIS
CERTIFICATE ARE SUBJECT TO A LOCKUP AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF
THE LOCKUP.”


 


5.4. Additional
Class B Ordinary Shares or Substituted Securities. In the event of the declaration of a share dividend, the declaration of
an extraordinary dividend payable in a form other than Class B Ordinary Shares, a spin-off, a share split, an adjustment in conversion
ratio, a recapitalization or a similar transaction affecting the Company’s outstanding Class B 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 Class B Ordinary Shares subject to this Section 5 or into which such Class B Ordinary 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 and/or class of Class B Ordinary Shares subject to this Section 5 and Section
3.


 


5.5. Registration
Rights. Subscriber acknowledges that the Class B Ordinary 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 rights agreement to be entered into with the Company prior to 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: (i) in writing and delivered
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 the Insider Letter and the Registration Rights Agreement, each 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
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.


 






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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 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 save 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 subdivisions 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 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.


 






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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 Tender of Class
B Ordinary Shares. Subscriber agrees to vote the Class B Ordinary 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
Class B Ordinary Shares. Additionally, the Subscriber agrees not to tender any Class B Ordinary Shares in connection with a tender
offer presented to the Company’s shareholders in connection with an initial business combination negotiated by the Company.


 


8.  Indemnification. Each party
shall indemnify the other against any loss, cost or damages (including reasonable attorney’s fees and expenses) incurred
as a result of such party’s breach of any representation, warranty, covenant or agreement in this Agreement.


 


[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,
	 	 
	 	ROCKET GLOBAL ACQUISITION CORP.
	 	 	 
	 	By:	                 
	 	 	Name: 
	 	 	Title: 


 


	Accepted and agreed as of the date first written above.	 
	 	 
	Rocket Global Acquisition Sponsor LLC	 
	 	 
	By:	                    	 
	 	Name: 	 
	 	Title: