Exhibit 10.3


 


DIGITAL TRANSFORMATION OPPORTUNITIES
CORP.

10485 NE 6th St, Unit 3930

Bellevue, WA 98004


 


January 8, 2021


 


Digital Transformation Sponsor LLC

10485 NE 6th St, Unit 3930

Bellevue, WA 98004


 


Ladies and Gentlemen:


 


Digital Transformation Opportunities Corp., a Delaware corporation
(the “Company”), is pleased to accept the offer Digital Transformation Sponsor LLC, a Delaware limited liability
company (the “Subscriber”) has made to purchase 7,187,500 shares of the Company’s Class B common stock
(the “Founder Shares”), $0.0001 par value per share (the “Class B Common Stock”), up to 937,500
of which are subject to complete or partial forfeiture by the Subscriber if the underwriters of the proposed initial public offering
(“IPO”) of the Company pursuant to the registration statement on Form S-l expected to be filed by the Company
in connection with the IPO (the “Registration Statement”) 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 automatically 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 Founder Shares and shall be deemed to include any shares of Class A Common Stock issued upon conversion of the
Founder Shares. The terms (this “Agreement”) on which the Company is willing to sell the Founder Shares to the
Subscriber, and the Company and the Subscriber’s agreements regarding such Founder Shares, are as follows:


 


1.           
Purchase of Founder Shares.


 


For the sum of $25,000 (the “Purchase Price”),
which the Company acknowledges receiving in cash, the Company hereby sells and issues the Founder Shares to the Subscriber, and
the Subscriber hereby purchases the Founder 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 Founder 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.


 






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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, (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 the Subscriber,
enforceable against the 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. The 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. The Subscriber is capable of evaluating the merits and risks of its investment in the Company and
has the capacity to protect its own interests. The Subscriber must bear the economic risk of this investment until the Securities
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. The Subscriber is able to bear the economic risks of an investment in the Securities and to afford a
complete loss of the 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, the Subscriber has relied
solely on the Subscriber’s own knowledge and understanding of the Company and its business based upon the Subscriber’s
own due diligence investigation and the information furnished pursuant to this paragraph. The 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 he 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 or its prospects.


 


2.1.6         
Regulation D Offering. The 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 applicable 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 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. 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. The Subscriber understands the Securities are being offered in a transaction
not involving a public offering within the meaning of the Securities Act. The Subscriber understands the Securities will be “restricted
securities” within the meaning of Rule 144(a)(3) under the Securities Act and the 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. The
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, the Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company.
Absent registration under the Securities Act or an exemption therefrom, the Subscriber agrees not to resell the Securities. The
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 Founder Shares until at least 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 the 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.


 


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 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, the Securities
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 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
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.


 






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2.2.5         
Authorization. The shares of Class A Common Stock issuable upon conversion of the Founder Shares have been duly authorized
and reserved for issuance upon such conversion.


 


3.                  
Forfeiture of Founder 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 Founder Shares) shall automatically forfeit at the time such Over-allotment Option expires (or earlier if the underwriters of
the IPO waive their ability to exercise such Over-allotment Option) any and all rights to such number of Founder Shares (up to
an aggregate of 937,500 Founder 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), collectively with all other initial stockholders
of the Company prior to the IPO, if any, will own an aggregate number of Founder Shares 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 Founder Shares are forfeited in accordance with this Section
3, then after such time the Subscriber (or its successor in interest), shall no longer have any rights as a holder of such forfeited
Founder Shares, and the Company shall take such action as is appropriate to cancel such forfeited Founder Shares.


 


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 the 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 Founder 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 Founder 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 securities of the Company issued in the IPO in the aftermarket,
any additional Common Stock so purchased shall be eligible to receive any liquidating distributions from the Trust Account by the
Company. However, in no event will the Subscriber have the right to redeem any shares of Common Stock 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 entered into between the Subscriber and the Company (which will also contain other
agreements with respect to the Securities) in connection; with the consummation of the IPO, the 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.


 






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5.2          
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 (IF
THE COMPANY SO REQUESTS), IS AVAILABLE.”


 


“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 PERIOD.”


 


5.3          
Additional Founder Shares or Substituted Securities. In the event of the declaration of a stock dividend, the declaration
of an extraordinary 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 and/or class of Securities subject to this Section 5 and Section 3.


 


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.


 






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6.3         
 Entire Agreement. This Agreement, together with that certain Insider Letter to be entered into between the Subscriber
and the Company and the registration rights agreement to be entered into with respect to the Securities, 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. 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 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.


 


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 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 section 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.            
Indemnification. Each party shall indemnity 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,
	 
	 	DIGITAL TRANSFORMATION OPPORTUNITIES CORP.
	 
	 	By:	/s/ Kevin Nazemi
	 	Name:	Kevin Nazemi
	 	Title:	Chief Executive Officer




 


	DIGITAL TRANSFORMATION SPONSOR LLC
	 
	By:	/s/ Kevin Nazemi	        
	Name:	Kevin Nazemi
	Title:	Manager




 


[Signature Page
to Securities Subscription Agreement]