Exhibit 10.7


 


Lead
Edge Growth Opportunities, Ltd

PO Box 309, Ugland House


Grand Cayman KY1-1104


Cayman Islands


 


December 28, 2020


 


Lead Edge SPAC Management, LLC


96 Spring Street, 5th Floor


New York, NY 10012


 


		RE:	Securities Subscription Agreement



 


Gentlemen:


 


This agreement (this
“Agreement”) is entered into on December 28, 2020 by and between Lead Edge SPAC Management, LLC, a Delaware
limited liability company (the “Subscriber” or “you”), and Lead Edge Growth Opportunities,
Ltd, 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 Class B ordinary shares, $0.0001 par value per share (the “Shares”),
up to 1,125,000 of which are subject to surrender and cancellation by you if the underwriters of the Company’s initial public
offering (“IPO”) of units (“Units”) 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 Securities.


 


1.1 Purchase of Shares. For
the sum of $25,000 (the “Purchase Price”), which the Company acknowledges receiving in cash, the Company hereby
issues the Shares to the Subscriber, and the Subscriber hereby subscribes for and purchases the Shares from the Company, 1,125,000
of which are subject to surrender and cancellation, on the terms and subject to the conditions set forth in this Agreement. All
references in this Agreement to shares of the Company being surrendered and canceled shall take effect as surrenders and cancellations
for no consideration of such shares as a matter of Cayman Islands law.


 


1.2 Surrender
of Subscriber Shares. 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 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 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.


 






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2.1.3 Registration 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 of 1933, as amended (the “Securities Act”),
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 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 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 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.


 






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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” within the meaning
of Rule 144(a)(3) under the Securities Act, and Subscriber understands that the certificates 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 pursuant to: (i) registration under the
Securities Act, or (ii) an available exemption from registration. 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 or necessary 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 Incorporation 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 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 Securities. Upon
issuance in accordance with, and payment pursuant to, the terms hereof, and registration in the Company’s register of members,
the Shares will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant
to, the terms hereof, and registration in the Company’s register of members, 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, (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.


 






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3. Surrender and Cancellation 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 surrender for cancellation
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 surrender, the Subscriber (and all other initial shareholders
prior to the IPO, if any) will own an aggregate number of Shares (not including ordinary shares issuable upon exercise of any
warrants or any ordinary shares purchased by Subscriber in the Company’s IPO or in the aftermarket) equal to 20% of the
issued and outstanding ordinary shares of the Company immediately following the IPO.


 


3.2 Termination of Rights as Shareholder.
If any of the Shares are surrendered and cancelled 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 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 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 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 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 Restrictive Legends. Any
certificates representing the Shares shall have endorsed thereon legends substantially as follows:


 


“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.”


 






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“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.”


 


5.3 Additional Shares or Substituted
Securities. In the event of the declaration of a share capitalization, the declaration of an extraordinary dividend payable
in a form other than Shares, a spin-off, a share sub-division, an adjustment in conversion ratio, a recapitalization or a similar
transaction affecting the Company’s outstanding 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 and/or class of Shares subject
to this Section 5 and Section 3.


 


5.4 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 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 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.


 






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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 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 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.


 






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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.


 


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 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 or repurchase with respect to such Shares. Additionally, the Subscriber agrees not
to tender any Shares in connection with a 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,
	 	 
	 	Lead Edge Growth Opportunities, Ltd


 


	 	By:	/s/ Brett B. Rochkind
	 	 	Name: 	Brett B. Rochkind
	 	 	Title:	CFO


 


Accepted and agreed as of the date first
written above.


 


Lead Edge SPAC Management,
LLC


 


	By:	/s/ Brett B. Rochkind	 
	 	Name:	Brett B. Rochkind	 
	 	Title:	CFO