Exhibit 10.5


 


Churchill Capital Corp VII  


640 Fifth Avenue, 12th Floor 


New York, NY 10019


 


December 30, 2020


 


Churchill Sponsor VII LLC 


640 Fifth Avenue, 12th Floor 


New York, NY 10019


 


RE: Securities Subscription Agreement


 


Ladies and Gentlemen:


 


We are pleased to accept the offer Churchill Sponsor VII LLC
(the “Subscriber” or “you”) has made to purchase 8,625,000 shares of Class B common
stock (the “Shares”), $.0001 par value per share (the “Class B Common Stock” together
with all other classes of Company (as defined below) common stock, the “Common Stock”), up to 1,125,000 Shares
of which are subject to complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”)
of Churchill Capital Corp VII, a Delaware corporation (the “Company”), do not fully exercise their over-allotment
option (the “Over-allotment Option”). The terms (this “Agreement”) on which the Company is
willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are
as follows:


 


1. Purchase of Shares. For the sum of $25,000 (the “Purchase
Price”), which the Company acknowledges receiving in cash, the Company hereby sells and issues the Shares to the Subscriber,
and the Subscriber hereby purchases the Shares from the Company, subject to the forfeiture provisions of Section 3 below,
on the terms and subject to the conditions set forth in this Agreement. Concurrently with the Subscriber’s execution of this
Agreement, the Company is delivering to the Subscriber a certificate registered in the Subscriber’s name representing the
Shares (the “Original Certificate”), receipt of which the Subscriber hereby acknowledges.


 


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, (iii) any law, statute, rule or regulation to which the Subscriber
is subject, or (iv) any agreement, order, judgment or decree to which the Subscriber is subject.


 


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


 


2.1.4. Experience, Financial Capability and Suitability.
Subscriber is: (i) sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in
the 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 resold 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: (x) an effective registration statement under the Securities
Act or (y) an exemption from registration available with respect to such sale. Subscriber is able to bear the economic risks
of an investment in the 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 or its prospects.


 






    


     


    




 


2.1.6. Accredited Investor. 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 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 that would result in a violation of the Securities
Act. The Subscriber did not 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. The 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” as defined in Rule 144(a)(3) under
the Securities Act and Subscriber understands that the certificate 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 only in accordance with the provisions of Section 5 hereof. 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 offer, resell, pledge or otherwise transfer 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
certain requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.


 


2.1.9. No Governmental Consents. No governmental, administrative
or other third party consents or approvals are required, necessary or appropriate on the part of Subscriber in connection with
the transactions contemplated by this Agreement.


 


2.2 Company’s Representations, Warranties and Agreements.
To induce the Subscriber to purchase the 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 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 Certificate of Incorporation or Bylaws of the Company, (ii) any agreement, indenture
or instrument to which the Company is a party, (iii) any law, statute, rule or regulation to which the Company is subject,
or (iv) any agreement, order, judgment or decree to which the Company is subject.


 


2.2.3. Title to Securities. Upon issuance in accordance
with, and payment pursuant to, the terms hereof, the Shares 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 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.


 


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.


 


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 representative of the underwriters of the IPO is not exercised in full, the
Subscriber acknowledges and agrees that it (and, if applicable, any transferee of Shares) shall forfeit any and all rights to such
number of Shares (up to an aggregate of 1,125,000 Shares and pro rata based upon the percentage of the Over-allotment Option exercised)
such that immediately following such forfeiture, the Subscriber (and any such transferees) will own an aggregate number of Shares
(not including Shares issuable upon exercise of any warrants or any Common Stock purchased by Subscriber in the IPO or in the aftermarket)
equal to 20% of the issued and outstanding Common Stock immediately following the IPO.


 






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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 Shares, and the Company shall take such action as is appropriate to cancel
such Shares.


 


3.3. Share Certificates. In the event an adjustment to
the Original Certificate is required pursuant to this Section 3, then the Subscriber shall return such Original Certificate
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”) shall be issued in such amount representing
the adjusted number of Shares held by the Subscriber. The New Certificate shall be returned to the Subscriber as soon as practicable.


 


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 Common Stock in the IPO or in the aftermarket,
any additional Common Stock so purchased shall be eligible to receive any liquidating distributions by the Company. However, in
no event will the Subscriber have the right to redeem any Shares 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. Lock-up. Subscriber acknowledges that the Shares
will be subject to lock-up provisions contained in the Insider Letter.


 


5.3. Restrictive Legends. All 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.”


 


“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.”


 


5.4. Additional Shares or Substituted Securities. In
the event of the declaration of a stock dividend, the declaration of a special dividend payable in a form other than Common Stock,
a spin-off, a stock split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company’s
outstanding Common Stock without receipt of consideration, any new, substituted or additional securities or other property which
are by reason of such transaction distributed with respect to any 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 or class of Shares subject to this Section 5 and
Section 3.


 


5.5. Registration Rights. The Subscriber acknowledges
that the Shares are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will
become freely tradable only after certain conditions are met or they are registered pursuant to a Registration Rights Agreement
to be entered into with the Company prior to the closing of the IPO.


 









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6. Other Agreements.


 


6.1. Further Assurances. The Subscriber agrees to execute
such further instruments and to take such further action as may reasonably be necessary to carry out the intent of this Agreement.


 


6.2. Notices. All notices, statements or other documents
which are required or contemplated by this Agreement shall be in writing and delivered: (i) personally or sent by first class
registered or certified mail, overnight courier service or facsimile or electronic transmission to the address designated in writing,
(ii) by facsimile to the number most recently provided to such party or such other address or fax number as may be designated
in writing by such party and (iii) by electronic mail, to the electronic mail address most recently provided to such party
or such other electronic mail address as may be designated in writing by such party. Any notice or other communication so transmitted
shall be deemed to have been given on the day of delivery, if delivered personally, on the business day following receipt of written
confirmation, if sent by facsimile or electronic transmission, one (1) business day after delivery to an overnight courier
service or five (5) days after mailing if sent by mail.


 


6.3. Entire Agreement. This Agreement, together with
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, 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, without giving effect to the conflict of law principles thereof. The parties
hereto irrevocably submit to the exclusive jurisdiction of any federal court sitting in the Southern District of New York or any
state court located in New York County, State of New York, over any suit, action or proceeding arising out of or relating to this
Agreement. To the fullest extent they may effectively do so under applicable law, the parties hereto irrevocably waive and agree
not to assert, by way of motion, as a defense or otherwise, any claim that they are not subject to the jurisdiction of any such
court, any objection that they may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought
in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient
forum.


 


6.9. Severability. In the event that any court of competent
jurisdiction shall determine that any provision, or any portion thereof, contained in this Agreement shall be unreasonable or unenforceable
in any respect, then such provision shall be deemed limited to the extent that such court deems it reasonable and enforceable,
and as so limited shall remain in full force and effect. In the event that such court shall deem any such provision, or portion
thereof, wholly unenforceable, the remaining provisions of this Agreement shall nevertheless remain in full force and effect.


 


6.10. No Waiver of Rights, Powers and Remedies. No failure
or delay by a party hereto in exercising any right, power or remedy under this Agreement, and no course of dealing between the
parties hereto, shall operate as a waiver of any such right, power or remedy of such party. No single or partial exercise of any
right, power or remedy under this Agreement by a party hereto, nor any abandonment or discontinuance of steps to enforce any such
right, power or remedy, shall preclude such party from any other or further exercise thereof or the exercise of any other right,
power or remedy hereunder. The election of any remedy by a party hereto shall not constitute a waiver of the right of such party
to pursue other available remedies. No notice to or demand on a party not expressly required under this Agreement shall entitle
the party receiving such notice or demand to any other or further notice or demand in similar or other circumstances or constitute
a waiver of the rights of the party giving such notice or demand to any other or further action in any circumstances without such
notice or demand.


 









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6.11. Survival of Representations and Warranties. All
representations and warranties made by the parties hereto in this Agreement or in any other agreement, certificate or instrument
provided for or contemplated hereby, shall survive the execution and delivery hereof and any investigations made by or on behalf
of the parties.


 


6.12. No Broker or Finder. Each of the parties hereto
represents and warrants to the other that no broker, finder or other financial consultant has acted on its behalf in connection
with this Agreement or the transactions contemplated hereby in such a way as to create any liability on the other. Each of the
parties hereto agrees to indemnify and hold the other harmless from any claim or demand for commission or other compensation by
any broker, finder, financial consultant or similar agent claiming to have been employed by or on behalf of such party and to bear
the cost of legal expenses incurred in defending against any such claim.


 


6.13. Headings and Captions. The headings and captions
of the various sections of this Agreement are for convenience of reference only and shall in no way modify or affect the meaning
or construction of any of the terms or provisions hereof.


 


6.14. Counterparts. This Agreement may be executed in
one or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective
when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not
sign the same counterpart. In the event that any signature is delivered by facsimile transmission or any other form of electronic
delivery, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature
is executed) with the same force and effect as if such signature page were an original thereof.


 


6.15. Construction. The words “include,”
 “includes,” and “including” will be deemed to be followed by “without limitation.”
Pronouns in masculine, feminine, and neuter genders will be construed to include any other gender, and words in the singular form
will be construed to include the plural and vice versa, unless the context otherwise requires. The words “this Agreement,”
 “herein,” “hereof,” “hereby,” “hereunder,” and words
of similar import refer to this Agreement as a whole and not to any particular 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. Voting and Redemption of Shares. The Subscriber agrees
to vote the Shares in favor of an initial business combination that the Company negotiates and submits for approval to the Company’s
stockholders and shall not seek redemption with respect to such Shares. Additionally, the Subscriber agrees not to redeem any Shares
in connection with a redemption or tender offer presented to the Company’s stockholders in connection with an initial business
combination negotiated by the Company.


 


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


 


[Signature Page Follows]


 






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If the foregoing accurately sets forth our understanding and
agreement, please sign the enclosed copy of this Agreement and return it to us.


 


	 	Very truly yours,
	 	 
	 	Churchill Capital Corp VII
	 	 	 
	 	By:	
        /s/ Jay Taragin

	 	Name:	Jay Taragin
	 	Title:	
        Chief Financial Officer

         

         



 


Accepted and agreed this 30th day of December, 2020


 


	 	 	 
	Churchill Sponsor VII LLC	 
	 	 	 
	By:	
        /s/ Jay Taragin
	 
	Name:	Jay Taragin	 
	Title:	Authorized Person	 


 


[Signature
Page to Subscription Agreement]