Exhibit 10.5


 


Alexandria Agtech/Climate Innovation Acquisition
Corp.

26 North Euclid Avenue

Pasadena, CA 91101


 


February 19, 2021


 


AACE, LLC

26 North Euclid Avenue

Pasadena, CA 91101


 


	RE:	Securities Subscription
Agreement



 


Ladies and Gentlemen:


 


Alexandria
Agtech/Climate Innovation Acquisition Corp., a Delaware corporation (the “Company”), is pleased to accept
the offer AACE, LLC, a Delaware limited liability company (the “Subscriber” or “you”), has
made to purchase 7,187,500 of the Company’s Class B common stock (the “Shares”), $0.0001 par
value per share (the “Class B Common Stock”), up to 937,500 Shares of which are subject to complete or
partial forfeiture by you if the underwriters of the initial public offering (“IPO”) of the Company, do not
fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this Agreement,
references to “Common Stock,” are to, collectively, the Class B Common Stock and the Company’s Class A
common stock, $0.0001 par value per share (the “Class A Common Stock”). Pursuant to the Company’s
certificate of incorporation, as amended to the date hereof (the “Charter”), shares of Class B Common Stock
will convert into shares of Class A Common Stock on a one-for-one basis, subject to adjustment, upon the terms and conditions
set forth in the Charter. Unless the context otherwise requires, as used herein “Securities” shall refer to
the Shares and shall be deemed to include any shares of Class A Common Stock issued upon conversion of the Shares. The terms
(this “Agreement”) on which the Company is willing to sell the Shares to the Subscriber, and the Company and
the Subscriber’s agreements regarding such Shares, are as follows:


 


1.            Purchase
of Shares. For the sum of $25,000 (the “Purchase Price”), 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, at its option, deliver to the
Subscriber a certificate registered in the Subscriber’s name representing the Shares (the “Original Certificate”),
or effect such delivery in book-entry form.


 






     


     


    

 


2.            Representations,
Warranties and Agreements.


 


2.1            Subscriber’s
Representations, Warranties and Agreements. To induce the Company to issue the Securities 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 Securities.


 


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 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 Securities and (ii) able to bear the economic risk of its investment in the Securities
for an indefinite period of time because the Securities 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 Securities 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 Securities and to afford a complete loss of Subscriber’s
investment in the Securities.


 


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.


 






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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 applicable state law.


 


2.1.7            Investment
Purposes. The Subscriber is subscribing for and purchasing the Securities 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. Neither the Subscriber nor any of its officers, managers, employees, agents or members has either directly or indirectly,
including through a broker or finder (i) to its knowledge, engaged in any general solicitation, or (ii) published any
general advertisement in connection with the offer and sale of the Securities.


 


2.1.8            Restrictions
on Transfer; Shell Company. Subscriber understands the Securities are being offered in a transaction not involving a public
offering within the meaning of the Securities Act. Subscriber understands the Securities 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 Securities will contain a legend in respect of such restrictions. If in the future the Subscriber decides to offer,
resell, pledge or otherwise transfer the Securities, such Securities 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 Securities 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 offer, resell, pledge or otherwise transfer the Securities. 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 Securities
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 Securities, 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 Delaware 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.


 






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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 Charter or bylaws of the Company,
(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.


 


2.2.3            Title
to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Charter, the Securities
will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms
hereof and the Charter, the Subscriber will have or receive good title to the Securities, 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 Securities
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
General Solicitation. Neither the Company, nor any of its officers, directors, employees, agents or stockholders has either
directly or indirectly, including, through a broker or finder (i) engaged in any general solicitation, or (ii) published
any general advertisement in connection with the offer and sale of the Securities.


 


2.2.5            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.


 


2.2.6            Authorization.
The shares of Class A Common Stock issuable upon conversion of the 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 underwriters 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 any such transferees)
will own an aggregate number of Shares (not including Shares issuable upon exercise of any warrants or any Common Stock purchased
by the Subscriber in the IPO or in the aftermarket) equal to 20% of the issued and outstanding Common Stock immediately following
the IPO.


 


3.2            Termination
of Rights as Stockholder. 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.


 






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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 Shares held by the Subscriber.
The New Certificate 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 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 stockholders 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 securities in the IPO or in the aftermarket, any Class A Common Stock 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 of Common Stock 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 date 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 Securities unless, prior thereto
(a) a registration statement on the appropriate form under the Securities Act and applicable state securities laws with respect
to the Securities 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 Securities will be subject to lock-up provisions (the “Lock-up”) contained
in the Insider Letter.


 


5.3            Restrictive
Legends. All certificates representing the Securities 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.”


 


“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.”


 






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


 


5.5            Registration
Rights. The 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 rights agreement to be entered into with the Company in connection with the closing of the IPO (the “Registration
Rights Agreement”).


 


6.            Other
Agreements.


 


6.1            Further
Assurances. The 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 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, 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.


 






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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 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 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.


 






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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.
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 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. The 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 stockholders and shall not seek redemption with respect to any of the
Shares. Additionally, the Subscriber agrees not to tender any Shares in connection with a tender offer presented to the Company’s
stockholders in connection with an initial business combination negotiated by the Company.


 






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8.            Indemnification.
Each party shall indemnify (such party, the “Indemnifying Party”) the other party (such party, the “Indemnified
Party”) and its respective officers, employees, and controlling persons to the fullest extent permitted by law from and
against any and all losses, damages, expenses (including reasonable attorneys’ fees and expenses) or other liabilities resulting
from or arising out of such party’s breach of any representation, warranty, covenant or agreement in this Agreement. The
foregoing indemnification rights apply so long as the action or failure to act by the Indemnified Party does not constitute fraud,
bad faith, willful misconduct or gross negligence. Notwithstanding any of the foregoing to the contrary, indemnification protections
will not be construed so as to relieve (or attempt to relieve) any Indemnified Party of any liability (including liability under
federal securities laws which, under certain circumstances, impose liability even on persons that act in good faith), to the extent
(but only to the extent) that such liability may not be waived, modified or limited under applicable law, but will only be construed
so as to effectuate the indemnification protections to the fullest extent permitted by law.


 


[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,
	 	 
	 	ALEXANDRIA AGTECH/CLIMATE INNOVATION ACQUISITION CORP.
	 	 
	 	By:	/s/ Joel S. Marcus
	 	Name:	Joel S. Marcus
	 	Title:	Director



	 
	Accepted and agreed this 19th day of February, 2021
	 
	AACE, LLC
	By:	Alexandria Real Estate Equities, Inc., its manager



 


	By:	/s/ Joel S. Marcus	 
	Name:	Joel S. Marcus	 
	Title:	Executive Chairman, Alexandria Real Estate Equities, Inc.	 






 


[Signature Page
to Subscription Agreement]