Exhibit 10.5


 


Global Blockchain Acquisition Corp.


6555 Sanger Road, Suite 200


Orlando, Florida 32827


 


	Global Blockchain Sponsor LLC	August 17, 2021
	6555 Sanger Road, Suite 200	 
	Orlando, Florida 32827	 


 


RE: Securities Subscription Agreement 


 


 Ladies and Gentlemen:


 


This agreement (the “Agreement”)
is entered into on August 17, 2021 by and between Global Blockchain Sponsor LLC, a Delaware limited liability company (the “Subscriber”
or “you”), and Global Blockchain Acquisition Corp., a Delaware corporation (the “Company,”
“we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer
the Subscriber has made to purchase 4,312,500 shares of the Company’s common stock, $0.0001 par value per share (the “Shares”),
up to 562,500 of which are subject to forfeiture 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 $25,000.00 (the “Purchase Price”), which the Company acknowledges receiving in cash, the
Company hereby issues the Shares to the Subscriber, and the Subscriber hereby purchases the Shares from the Company, subject to forfeiture,
on the terms and subject to the conditions set forth in this Agreement.  Concurrently with
the Subscriber’s execution of this Agreement, the Company shall, at its option, deliver to the Subscriber a certificate registered
in the Subscriber’s name representing the 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 Shares to the Subscriber, the Subscriber hereby represents
and warrants to the Company and agrees with the Company as follows:


 


2.1.1. 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.


 


2.1.2. 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 is a legal, valid and binding agreement of Subscriber, enforceable against Subscriber in accordance with its terms,
except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar laws affecting the
enforcement of creditors’ rights generally and subject to general principles of equity (regardless of whether enforcement is sought
in a proceeding at law or in equity).


 


2.1.3. 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.


 






     


     


    

 


2.1.4. Private 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” under the Securities Act or similar exemptions
under state law.


 


2.1.5. 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 under the Securities
Act.


 


2.1.6. 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 or book-entries 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 (a “Transfer”) 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.


 


2.2. 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. Organization and Corporate
Power. The Company is a Delaware corporation duly formed, validly existing and in good standing under the laws of the state of Delaware
and is qualified to do business in every jurisdiction except where 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 certificate of incorporation 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 Shares will be duly and validly issued, fully paid and
non-assessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof, 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 which have been notified to the Subscriber in writing, (b) transfer restrictions
under federal and state securities laws, and (c) liens, claims or encumbrances imposed due to the actions of the Subscriber.


 






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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 562,500 Shares and pro rata based upon the percentage of the Over-allotment Option
exercised) such that immediately following such forfeiture, the Subscriber (and all other initial stockholders prior to the IPO, if any)
will own an aggregate number of Shares, not including Shares issuable upon exercise of any warrants or any Common Stock purchased by Subscriber
in the IPO or in the aftermarket, equal to 20% of the issued and outstanding Shares immediately following the IPO (based solely on the
Shares issued in 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.


 


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, 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 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 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 Shares issued pursuant to this Agreement 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 a letter agreement (the “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.  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. Any certificates representing the Shares shall have endorsed thereon legends substantially as follows:


 


“THE SECURITIES REPRESENTED
HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES
NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL,
IS AVAILABLE.”


 






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


 


5.4. Additional Shares
or Substituted Securities. In the event of the declaration of a share dividend, the declaration of an extraordinary dividend payable
in a form other than Shares, a spin-off, a share split, 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 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 of Shares subject to this Section 5
and Section 3.


 


5.5. 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 rights agreement
to be entered into with the Company prior to the closing of the IPO (the “Registration Rights Agreement”) which
shall contain customary registration rights.


 


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 to the address designated in writing, or (ii) 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 (w) on the day of delivery,
if delivered personally, (x) on the business day following receipt of written confirmation, if sent by electronic transmission, (y) one
(1) business day after delivery to an overnight courier service or (z) five (5) days after mailing if sent by mail.


  


6.3. Entire Agreement.
This Agreement, together with the Insider Letter and the Registration Rights Agreement, each substantially in the form to be filed as
an exhibit to the Registration Statement on Form S-1 associated with the Company’s IPO, embodies the entire agreement and understanding
between the Subscriber and the Company with respect to the subject matter hereof and supersedes all prior oral or written agreements and
understandings relating to the subject matter hereof. No statement, representation, warranty, covenant or agreement of any kind not expressly
set forth in this Agreement shall affect, or be used to interpret, change or restrict, the express terms and provisions of this Agreement. 


 


6.4.  Modifications
and Amendments. The terms and provisions of this Agreement may be modified or amended only by written agreement executed by all parties
hereto.


 


6.5. Waivers and Consents.
The terms and provisions of this Agreement may be waived, or consent for the departure therefrom granted, only by a written document executed
by the party entitled to the benefits of such terms or provisions. No such waiver or consent shall be deemed to be or shall constitute
a waiver or consent with respect to any other terms or provisions of this Agreement, whether or not similar. Each such waiver or consent
shall be effective only in the specific instance and for the purpose for which it was given, and shall not constitute a continuing waiver
or consent.


 


6.6. Assignment. The
rights and obligations under this Agreement may not be assigned by either party hereto without the prior written consent of the other
party.


 


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.


 






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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. 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.


 


6.11. 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.


 


6.14. 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.


 


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
stockholders and shall not seek redemption 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 stockholders 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,
	 	 
	 	Global Blockchain Acquisition Corp.
	 	 	 
	 	By: 	 /s/ Max Hooper
	 	 	Name:   	Max Hooper
	 	 	Title: 	Chief Executive Officer


 


	Accepted and agreed as of the date first written above.
	 	 
	Global Blockchain Sponsor LLC	 
	 	 
	By: 	 /s/ Max Hooper	 
	 	Name:   	Max Hooper	 
	 	Title:	Manager	 


 


[Signature Page to Securities Subscription Agreement]