Exhibit 10.5


 


SECURITIES SUBSCRIPTION
AGREEMENT


 


This Securities Subscription Agreement (this “Agreement”),
effective as of July 30, 2021, is made and entered into by and between AIB Acquisition Corporation, a Cayman Islands exempted company
(the “Company”), and AIB LLC, a Delaware limited liability company (the “Buyer”).


 


RECITALS:


 


WHEREAS, the Buyer wishes to subscribe
for an aggregate of 2,156,250 Class B ordinary shares, par value $0.0001 per share, of the Company, up to 281,250 of which are subject
to forfeiture by our sponsor depending on the extent to which the underwriters’ over-allotment option is exercised (the “Shares”),
and the Company wishes to issue the Shares to the Buyer, on the terms and subject to the conditions set forth in this Agreement.


 


AGREEMENT:


 


NOW, THEREFORE, in consideration of
the premises, representations, warranties and the mutual covenants contained in this Agreement, and for other good and valuable consideration,
the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto agree as follows:


 


ARTICLE I

DEFINITIONS


 


The terms defined in this Article I shall
have for all purposes of this Agreement the respective meanings set forth below:


 


“Agreement” shall have the meaning
set forth in the preamble to this Agreement.


 


“Buyer” shall have the meaning set
forth in the preamble to this Agreement.


 


“Class B ordinary shares” shall mean
company’s Class B ordinary shares, par value $0.0001 per share.


 


“Closing” shall have the meaning set
forth in Section 2.3 of this Agreement.


 


“Closing Date” shall have the meaning
set forth in Section 2.3 of this Agreement.


 


“Company” shall have the meaning set
forth in the preamble to this Agreement.


 


“Consent” shall mean any consent, approval,
notification, waiver, or other similar action that is necessary or convenient.


 


“Governmental Body” shall mean any
legislature, agency, bureau, branch, department, division, commission, court, tribunal or other similar recognized organization or body
of any federal, state, county, municipal, local or foreign government or other similar recognized organization or body exercising similar
powers or authority.


 


“Law” shall mean any law (statutory,
common or otherwise), constitution, ordinance, rule, regulation, executive order or other similar authority enacted, adopted, promulgated
or applied by any Governmental Body.


 


“Lien” shall mean a mortgage, deed
of trust, pledge, hypothecation, assignment, encumbrance, charge, restriction, lien (statutory or otherwise, including, without limitation,
any lien for taxes), security interest, preference, participation interest, priority or security agreement or preferential arrangement
of any kind or nature whatsoever, including, without limitation, any conditional sale or other title retention agreement, any financing
lease having substantially the same economic effect as any of the foregoing and the filing of any document under the law of any applicable
jurisdiction to evidence any of the foregoing, other than (i) statutory, mechanics’ or other Liens incurred in the Company’s
ordinary course of business or (ii) Liens for taxes incurred but not yet due.





 




     


     


    




 


“Order” shall mean an order, ruling,
decision, award, judgment, injunction or other similar determination or finding by, before or under the supervision of any Governmental
Body or arbitrator.


 


“Permit” shall mean a permit, license,
certificate, waiver, notice or similar authorization.


 


“Subscription Price” shall have the
meaning set forth in Section 2.2 of this Agreement.


 


“SEC” shall mean the United States
Securities and Exchange Commission.


 


“Securities Act” shall mean the United
States Securities Act of 1933, as amended, or any successor federal statute, and the applicable rules and regulations promulgated and
in effect from time to time thereunder.


 


“Shares” shall have the meaning set
forth in the recitals to this Agreement.


 


ARTICLE II

SUBSCRIPTION OF THE SHARES


 


Section 2.1 Subscription and Issue of the
Shares. Subject to the terms and conditions hereof and in reliance upon the representations and warranties of the parties contained
or incorporated by reference herein, simultaneous with the execution hereof, the Company shall issue to the Buyer, and the Buyer shall
subscribe for the Shares, in consideration of the payment of the Subscription Price noted herein.


 


Section 2.2 Subscription Price. As
payment in full for the Shares being subscribed for under this Agreement and against issue of such Shares, simultaneous with the execution
hereof, the Buyer shall pay $25,000 on behalf of and at the direction of the Company by wire transfer of immediately available funds or
by such other method as may be reasonably acceptable to the Company (the “Subscription Price”).


 


Section 2.3 Closing. The closing of
the subscription and issue of the Shares (the “Closing”) shall be held on the date of this Agreement (“Closing Date”)
at the offices of Ellenoff Grossman & Schole LLP, 1345 Avenue of the Americas, New York, New York 10105, or such other place as may
be agreed upon by the parties hereto.


 


Section 2.4 Closing Deliveries. All
actions taken at the Closing shall be deemed to have been taken simultaneously.


 


(a) Buyer Deliveries. At the Closing
the Buyer shall deliver to the Company the Subscription Price.


 


(b) Company Deliveries. At the Closing,
or within a reasonable time after the Closing, the Company shall issue to the Buyer the Shares and make the necessary entries in the Register
of Members of the Company.


 


Section 2.5 Further Assurances. The
parties hereto shall execute and deliver such additional documents and take such additional actions as any party reasonably may deem to
be practical and necessary in order to consummate the transactions contemplated by this Agreement.


 


Section 2.6 Legend. Any certificate
evidencing the Shares and any certificate issued in exchange for or upon the transfer of any Shares shall be stamped or otherwise imprinted
with a legend in substantially the following form:


 


“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND
MAY NOT BE TRANSFERRED IN VIOLATION OF SUCH ACT AND LAWS.”


 


“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO
ADDITIONAL RESTRICTIONS ON TRANSFER SET FORTH IN THE LETTER AGREEMENT BY AND BETWEEN THE COMPANY AND THE SHAREHOLDER. COPIES OF SUCH AGREEMENT
MAY BE OBTAINED FROM THE COMPANY AT THE COMPANY’S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE.”


 




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ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE BUYER


 


The Buyer represents and warrants that the statements
contained in this ARTICLE III are correct and complete as of the date of this Agreement.


 


Section 3.1 Formation, Registration and
Good Standing. The Buyer is a limited liability company duly formed and registered, validly existing, and in good standing under the
laws of Delaware.


 


Section 3.2 Power and Authority; Enforceability.
This Agreement constitutes the legal, valid, and binding obligation of the Buyer, enforceable against the Buyer in accordance with its
terms. The Buyer has full entity power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The
Buyer has taken all actions necessary to authorize the execution and delivery of this Agreement, the performance of its obligations hereunder
and the consummation of the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by, and
is enforceable against, the Buyer.


 


Section 3.3 Investment Representations.


 


(a) The Buyer is an “accredited investor”
as defined in Rule 501 of Regulation D under the Securities Act.


 


(b) The Buyer has received, has thoroughly read,
is familiar with and understands the contents of this Agreement.


 


(c) The Buyer hereby acknowledges that an investment
in the Shares involves certain significant risks. The Buyer acknowledges that there is a substantial risk that it will lose all or a portion
of its investment and that it is financially capable of bearing the risk of such investment for an indefinite period of time. The Buyer
has no need for liquidity in its investment in the Shares for the foreseeable future and is able to bear the risk of that investment for
an indefinite period. The Buyer understands that there presently is no public market for the Shares and none is anticipated to develop
in the foreseeable future. The Buyer’s present financial condition is such that the Buyer is under no present or contemplated future
need to dispose of any portion of the Shares subscribed for hereby to satisfy any existing or contemplated undertaking, need or indebtedness.
The Buyer’s overall commitment to investments which are not readily marketable is not disproportionate to its net worth and the
investment in the Company will not cause such overall commitment to become excessive.


 


(d) The Buyer acknowledges that the Shares have
not been and will not be registered under the Securities Act, or any state securities act, and are being sold on the basis of exemptions
from registration under the Securities Act and applicable state securities acts, except those state securities acts that require registration
of the Shares thereunder. Reliance on such exemptions, where applicable, is predicated in part on the accuracy of the Buyer’s representations
and warranties set forth herein. The Buyer acknowledges and hereby agrees that the Shares will not be transferable under any circumstances
unless the Buyer either registers the Shares in accordance with federal and state securities laws or finds and complies with an available
exemption under such laws. Accordingly, the Buyer hereby acknowledges that there can be no assurance that it will be able to liquidate
its investment in the Company.


 


(e) There are substantial risk factors pertaining
to an investment in the Company. The Buyer acknowledges that it has read the information set forth above regarding certain of such risks
and is familiar with the nature and scope of all such risks, including, without limitation, risks arising from the fact that the Company
is an entity with  


limited operating history and financial resources; and the Buyer is
fully able to bear the economic risks of such investment for an indefinite period, and can afford a complete loss thereof.


 


(f) The Buyer has been given the opportunity to
(i) ask questions of and receive answers from the Company and its designated representatives concerning the terms and conditions of the
offering, the Company and the business and financial condition of the Company and (ii) obtain any additional information that the Company
possesses or can acquire without unreasonable effort or expense that is necessary to assist the Buyer in evaluating the advisability of
the subscription of the Shares and an investment in the Company. The Buyer further represents and warrants that, prior to signing this
Agreement, it has asked such questions, received such answers and obtained such information as it has deemed necessary or advisable to
evaluate the merits and risks of the subscription of the Shares and an investment in the Company. The Buyer is not relying on any oral
representation made by any person as to the Company or its operations, financial condition or prospects.


 


(g) The Buyer understands that no federal, state
or other governmental authority has made any recommendation, findings or determination relating to the merits of an investment in the
Company.


 




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ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE COMPANY


 


Section 4.1 Incorporation and Good Standing.
The Company is an exempted company duly incorporated, validly existing, and in good standing under the laws of the Cayman Islands.


 


Section 4.2 Power and Authority; Enforceability.
This Agreement constitutes the legal, valid, and binding obligation of the Company, enforceable against the Company in accordance with
its terms. The Company has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The
Company has taken all actions necessary to authorize the execution and delivery of this Agreement, the performance of its obligations
hereunder, and the consummation of the transactions contemplated hereby. This Agreement has been duly authorized, executed, and delivered
by, and is enforceable against, the Company.


 


Section 4.3 No Violation; Necessary Approvals.
Neither the execution and delivery of this Agreement by the Company, nor the consummation or performance by the Company of any of the
transactions contemplated hereby, will: (a) with or without notice or lapse of time, constitute, create or result in a breach or violation
of, default under, loss of benefit or right under or acceleration of performance of any obligation required under any Law, Order, contract
or Permit to which the Company is a party or by which it is bound or any of its assets are subject, or any provision of the Company’s
organizational documents as in effect on the Closing Date, (b) result in the imposition of any lien, claim or encumbrance upon any assets
owned by the Company; (c) require any Consent under any contract or organizational document to which the Company is a party or by which
it is bound; or (d) require any Permit under any Law or Order other than (i) required filings, if any, with the SEC and (ii) notifications
or other filings with state or federal regulatory agencies after the Closing that are necessary or convenient and do not require approval
of the agency as a condition to the validity of the transactions contemplated hereunder; or (e) trigger any rights of first refusal, preferential
purchase or similar rights with respect to any of the Shares.


 


Section 4.4 Authorization of the Shares.
The Shares have been duly authorized and, when issued in accordance with this Agreement and the memorandum and articles of association
of the Company, the Shares will be duly and validly issued, fully paid and non-assessable Class B ordinary shares of the Company and will
be free and clear of all Liens and claims, other than restrictions on transfer imposed by the Securities Act and applicable state securities
laws.


 


ARTICLE V

MISCELLANEOUS


 


Section 5.1 Entire Agreement. This
Agreement, together with any certificates, documents, instruments and writings that are delivered pursuant hereto, constitutes the entire
agreement and understanding of the parties hereto in respect of its subject matter and supersedes all prior understandings, agreements,
or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof
or the transactions contemplated hereby.


 


Section 5.2 Successors. All of the
terms, agreements, covenants, representations, warranties, and conditions of this Agreement are binding upon, and inure to the benefit
of and are enforceable by, the parties hereto and their respective successors.


 


Section 5.3 Assignments. Except as
otherwise provided herein, no party hereto may assign either this Agreement or any of its rights, interests, or obligations hereunder
without the prior written approval of the other party. Any purported assignment in violation of this Section 5.3 shall
be void and ineffectual and shall not operate to transfer or assign any interest or title to the purported assignee.


 




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Section 5.4 Waiver of Jury Trial. THE
PARTIES HERETO EACH HEREBY AGREE TO WAIVE THEIR RESPECTIVE RIGHTS TO JURY TRIAL OF ANY DISPUTE BASED UPON OR ARISING OUT OF THIS AGREEMENT
OR ANY OTHER AGREEMENTS RELATING HERETO OR ANY DEALINGS AMONG THEM RELATING TO THE TRANSACTIONS. THE SCOPE OF THIS WAIVER IS INTENDED
TO BE ALL ENCOMPASSING OF ANY AND ALL ACTIONS THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THE TRANSACTIONS,
INCLUDING, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THE PARTIES HERETO EACH
ACKNOWLEDGE THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP AND THAT THEY WILL CONTINUE TO RELY ON THE
WAIVER IN THEIR RELATED FUTURE DEALINGS. EACH PARTY HERETO FURTHER REPRESENTS AND WARRANTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL
COUNSEL, AND THAT EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. NOTWITHSTANDING
ANYTHING TO THE CONTRARY HEREIN, THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED ORALLY OR IN WRITING, AND THE WAIVER
WILL APPLY TO ANY AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING
HERETO. IN THE EVENT OF AN ACTION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO TRIAL BY A COURT.


 


Section 5.5 Counterparts. This Agreement
may be executed in two or more counterparts, each of which will be deemed an original but all of which together will constitute one and
the same instrument.


 


Section 5.6 Headings. The article and
section headings contained in this Agreement are inserted for convenience only and will not affect in any way the meaning or interpretation
of this Agreement.


 


Section 5.7 Governing Law. This Agreement,
the entire relationship of the parties hereto, and any litigation between the parties (whether grounded in contract, tort, statute, law
or equity) shall be governed by, construed in accordance with, and interpreted pursuant to the laws of the State of New York, without
giving effect to its choice of laws principles.


 


Section 5.8 Amendments. This Agreement
may not be amended, modified or waived as to any particular provision, except by a written instrument executed by the parties hereto.


 


Section
5.9 Severability. The provisions of this Agreement will be deemed severable and the invalidity or unenforceability of any
provision will not affect the validity or enforceability of the other provisions hereof; provided that if any provision of this Agreement,
as applied to any party hereto or to any circumstance, is adjudged by a Governmental Body, arbitrator, or mediator not to be enforceable
in accordance with its terms, the parties hereto agree that the Governmental Body, arbitrator, or mediator making such determination will
have the power to modify the provision in a manner consistent with its objectives such that it is enforceable, and/or to delete specific
words or phrases, and in its reduced form, such provision will then be enforceable and will be enforced.


 


Section 5.10 Expenses. Except as otherwise
expressly provided in this Agreement, each party hereto will bear its own costs and expenses incurred in connection with the preparation,
execution and performance of this Agreement and the consummation of the transactions contemplated hereby, including all fees and expenses
of agents, representatives, financial advisors, legal counsel and accountants.


 


Section 5.11 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. Any reference to any federal, state,
local, or foreign Law will be deemed also to refer to Law as amended and all rules and regulations promulgated thereunder, unless the
context requires otherwise. 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.





 


Section 5.12 Waiver. No waiver by any
party hereto of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, may be deemed
to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any
rights arising because of any prior or subsequent occurrence.


 


Section 5.13 Surrender of Share. Upon
the issue of the Shares, the Buyer hereby irrevocably surrenders to the Company for cancellation and for nil consideration one Class B
ordinary share of the Company standing in its name in the Register of Members of the Company.


 


[Signature page follows]


 







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IN WITNESS WHEREOF, the undersigned have
executed this Agreement to be effective as of the date first set forth above.


 


	 	COMPANY:
	 	 
	 	AIB Acquisition Corporation
	 	 
	 	By:	/s/ Eric Chen
	 	Name:	Eric Chen
	 	Title:	Chief Executive Officer and Chief Financial Officer
	 	 
	 	BUYER:
	 	 
	 	AIB LLC
	 	 
	 	By:	/s/ Eric Chen
	 	Name:	Eric Chen
	 	Title:	Manager


 


 


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