Exhibit
10.5


 


Evo
Acquisition Corp.


c/o
Evolution Capital Management


11390
W. Olympic Blvd., Suite 100


Los
Angeles, CA 90064





December
10, 2020


 


Evo
Sponsor LLC


c/o
Evolution Capital Management


11390
W. Olympic Blvd., Suite 100


Los
Angeles, CA 90064


  


RE:       Securities
Subscription Agreement


 


Ladies
and Gentlemen:


 


This
agreement (this “Agreement”) is entered into as of December 10, 2020 by and between Evo Sponsor LLC, a Delaware
limited liability company (the “Subscriber”), and Evo Acquisition Corp., a Delaware corporation (the “Company”).
Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to subscribe for and purchase 2,875,000
shares of Class B common stock, $0.0001 par value per share, of the Company (the “Shares”), up to 375,000
of which are subject to complete or partial forfeiture by the Subscriber 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 terms 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.	Subscription
    and Purchase of Shares. The Subscriber has delivered to Ellenoff Grossman & Schole LLP, external legal counsel to
    the Company, the sum of $25,000 (the “Purchase Price”), as a deposit for legal fees which the Company expects
    to incur in connection with the IPO.  In consideration of the Purchase Price, the Company hereby sells and issues
    the Shares to the Subscriber, and the Subscriber hereby subscribes for and purchases the Shares from the Company, 375,000
    of which are subject to forfeiture by the Subscriber, 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
    Government Recommendation or Approval. The Subscriber understands that no federal or state agency has passed upon or made
    any recommendation or endorsement of the offering of the Shares.


 


	 	2.1.2.	No
    Conflicts. The execution, delivery and performance of this Agreement and the consummation by the Subscriber of the transactions
    contemplated hereby do not violate, conflict with or constitute a default under (i) the formation and governing documents
    of the Subscriber, (ii) any agreement, indenture or instrument to which the Subscriber is a party or (iii) any law,
    statute, rule or regulation to which the Subscriber is subject, or any agreement, order, judgment or decree to which
    the Subscriber is subject.


 


	 	2.1.3.	Organization
    and Authority. The Subscriber is a Delaware limited liability company, validly existing and in good standing under the
    laws of Delaware and possessing all requisite power and authority necessary to carry out the transactions contemplated by
    this Agreement. Upon execution and delivery by the Subscriber, 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 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. 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 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. The Subscriber is able to bear the economic risks of an investment in the Shares and to afford
    a complete loss of the 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, 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 the Subscriber has not relied on any other representations or information in making its investment
    decision, whether written or oral, relating to the Company, its operations and/or its prospects.


 


	 	2.1.6.	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 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 subscribing for and 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.


 


	 	2.1.8.	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. The Subscriber understands the Shares will be “restricted securities”
    within the meaning of Rule 144(a)(3) under the Securities Act, and the Subscriber understands that the certificates 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 pursuant
    to: (i) registration under the Securities Act, or (ii) an available exemption from registration. The 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, the 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. 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 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.


 






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


 


	 	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
    (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 Shares. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and the Charter, the Shares will
    be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms
    hereof, and the Charter, each 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 under the other agreements to which
    the Shares may be subject, (b) transfer restrictions under federal and state securities laws, and (c) liens, claims
    or encumbrances imposed due to the actions of the Subscriber.


 


	 	2.2.4.	No
    Adverse Actions. There are no actions, suits, investigations or proceedings pending, threatened against or affecting the
    Company which: (i) seek to restrain, enjoin, prevent the consummation of or otherwise affect the transactions contemplated
    by this Agreement or (ii) question the validity or legality of any transactions or seeks to recover damages or to obtain
    other relief in connection with any transactions.


 


	 	3.	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(s) of
    the underwriters of the Company’s 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 375,000
    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 and all other initial stockholders prior to the IPO, if any) will own
    an aggregate number of Shares (not including shares of common stock issuable upon exercise of any warrants or any shares of
    common stock subscribed for and purchased by the Subscriber in the Company’s IPO or in the aftermarket) equal to 20%
    of the issued and outstanding shares of common stock of the Company immediately following the IPO.


 






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	 	3.2.	Termination
    of Rights as Stockholder. If any of the Shares are forfeited by the Subscriber 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, for the Subscriber 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 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 subscribed for and 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 subscribes for and purchases shares of common stock in the IPO or in
    the aftermarket, any additional Shares so subscribed for and 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 of common stock held by the Subscriber
    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 among the Subscriber and the Company,
    the Subscriber agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Shares unless,
    prior thereto (a) a registration statement on the appropriate form under the Securities Act and applicable state securities
    laws with respect to the Shares proposed to be transferred shall then be effective or (b) the Company has received an
    opinion from counsel reasonably satisfactory to the Company, that such registration is not required because such transaction
    is exempt from registration under the Securities Act and the rules promulgated by the Securities and Exchange Commission
    thereunder and with all applicable state securities laws.


 


	 	5.2.	Restrictive
    Legends. Any certificates representing the Shares shall have endorsed thereon legends substantially as follows:


 


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


 


“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.”


 




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	 	5.3.	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 of common stock, a spin-off, a share split, an adjustment in conversion ratio,
    a recapitalization or a similar transaction affecting the Company’s outstanding shares of 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 and/or class of Shares subject to this Section 5 and Section 3.


 


	 	5.4.	Registration
    Rights. The Subscriber acknowledges that the Shares are being subscribed for and 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”).


 


 


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


 


	 	6.3.	Entire
    Agreement. This Agreement, together with that certain Insider Letter and the Registration Rights Agreement, each to be
    entered into among the Subscriber and the Company and 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 among
    the Subscribers 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.
    Except with respect to transfers of the Shares to a controlled affiliate of either Subscriber, the rights and obligations
    under this Agreement may not be assigned by either party hereto without the prior written consent of the other party.


 




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	 	6.7.	Benefit.
    All statements, representations, warranties, covenants and agreements in this Agreement shall be binding on the parties hereto
    and shall inure to the benefit of the respective successors and permitted assigns of each party hereto. Nothing in this Agreement
    shall be construed to create any rights or obligations except among the parties hereto, and no person or entity shall be regarded
    as a third-party beneficiary of this Agreement.


 


	 	6.8.	Governing
    Law. This Agreement and the rights and obligations of the parties hereunder shall be construed in accordance with and
    governed by the laws of Delaware applicable to contracts wholly performed within the borders of such state, without giving
    effect to the conflict of law principles thereof.


 


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


 


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


 


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


 


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


 


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


 


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


 




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


 


	 	6.16.	Mutual
    Drafting. This Agreement is the joint product of the Subscribers 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 Tender of Shares. The Subscriber agrees with the Company 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, each 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.



 



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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,
	 	 
	 	EVO
    ACQUISITION CORP.
	 	 
	 	By:	/s/
    Richard Chisholm
	 	 	Name:
    Richard Chisholm 
	 	 	Title:
    Chief Executive Officer


 


Accepted
and agreed as of the date first written above.


 


Evo
Sponsor LLC


 


	By:	/s/
    Michael Lerch	 
	 	Name:
    Michael Lerch	 
	 	Title:
    Managing Member