Exhibit 10.7


 


Tailwind Two Acquisition Corp.


150
Greenwich Street, 29th Floor


New York, NY 10007


 


November 23, 2020


 


Tailwind Two Sponsor LLC


150
Greenwich Street, 29th Floor


New York, NY 10007


 


RE:     Securities
Subscription Agreement


 


Gentlemen:


 


This agreement (this
 “Agreement”) is entered into on November 23, 2020 by and between Tailwind Two Sponsor LLC, a Delaware limited
liability company (the “Subscriber” or “you”), and Tailwind Two Acquisition Corp., a Cayman
Islands exempted company (the “Company”) . Pursuant to the terms hereof, the Company hereby accepts the offer
the Subscriber has made to purchase 10,062,500 Class B ordinary shares, $0.0001 par value per share (the “Shares”),
up to 1.312.500 of which are subject to surrender and cancellation by you if the underwriters of the initial public offering (“IPO”)
of units (“Units”) of the Company 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, 1,312,500 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.



 


		2.1.3	Registration and Authority. The Subscriber is a Delaware limited liability company, validly
existing and in good standing under the laws of the State of Delaware and possesses all requisite power and authority necessary
to carry out the transactions contemplated by this Agreement. Upon execution and delivery by you, this Agreement will be a legal,
valid and binding agreement of Subscriber, enforceable against Subscriber in accordance with its terms, except as such enforceability
may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar laws affecting the enforcement of creditors’
rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law
or in equity).



 


		2.1.4	Experience, Financial Capability and Suitability. Subscriber is: (i) sophisticated
in financial matters and is able to evaluate the risks and benefits of the investment in the Shares and (ii) able to bear
the economic risk of its investment in the Shares for an indefinite period of time because the Shares have not been registered
under the Securities Act (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 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 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 


     


    

 


		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 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.



 


		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.



 


		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).



 






    3 


     


    

 


		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.



 


	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 1,312,500
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.



 






    4 


     


    

 


		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.”


 






    5 


     


    

 


“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 


     


    

 


		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.



 


		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.



 






    7 


     


    

 


		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.



 






    8 


     


    

 


		6.15	Construction. The parties hereto have participated jointly in the negotiation and drafting
of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted
jointly by the parties hereto and no presumption or burden of proof will arise favoring or disfavoring any party hereto because
of the authorship of any provision of this Agreement. The words “include,” “includes,” and “including”
will be deemed to be followed by “without limitation.” Pronouns in masculine, feminine, and neuter genders will be
construed to include any other gender, and words in the singular form will be construed to include the plural
and vice versa, unless the context otherwise requires. The words “this Agreement,” “herein,” “hereof,”
 “hereby,” “hereunder,” and words of similar import refer to this Agreement as a whole and not to any particular
subdivision unless expressly so limited. The parties hereto intend that each representation, warranty, and covenant contained herein
will have independent significance. If any party hereto has breached any representation, warranty, or covenant contained herein
in any respect, the fact that there exists another representation, warranty or covenant relating to the same subject matter (regardless
of the relative levels of specificity) which such party hereto has not breached will not detract from or mitigate the fact that
such party hereto is in breach of the first representation, warranty, or covenant.



 


		6.16	Mutual Drafting. This Agreement is the joint product of the Subscriber and the Company and
each provision hereof has been subject to the mutual consultation, negotiation and agreement of such parties and shall not be construed
for or against any party hereto.



 


	7.	Voting and Redemption of Shares. Subscriber agrees to vote the Shares in favor of an initial
business combination that the Company negotiates and submits for approval to the Company’s shareholders and shall not seek
redemption 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]


 






    9 


     


    

 


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,
	 	 	 
	 	Tailwind
    Two Acquisition Corp.
	 	 	 
		By:	/s/ Joel
    Levine
	 		Name:
    Joel Levine
	 	 	Title:
      Chief Executive Officer



 


	Accepted
    and agreed as of the date first written above.	 
	 	 	 
	Tailwind
    Two Sponsor LLC	 
	 	 	 
	By:	/s/ Philip
    Krim	 
		Name:
    Philip Krim	 
	 	Title:
      Manager	 



 


[Signature
Page to Subscription Agreement]