Exhibit 10.8


 


Good Commerce Acquisition Corporation


 


February 28, 2021


 


Good Commerce Partners LLC


 


RE:        Securities Subscription Agreement


 


Ladies and Gentlemen:


 


Good Commerce Acquisition Corporation,
a Cayman Islands exempted company (the “Company” or “us”), is pleased to accept the offer
of Good Commerce Partners LLC, a Delaware limited liability company (the “Subscriber” or “you”),
has made to subscribe for 5,750,000 shares of Class B ordinary shares (the “Shares”), $0.0001 par value
per share, of the Company (the “Class B Shares”), up to 750,000 of which are subject to forfeiture by you
if the underwriters of the Company’s initial public offering of its securities (“IPO”), if any, do not
fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this agreement
(this “Agreement”), references to “Ordinary Shares” are to, collectively, the Class B Shares
and the Company’s shares of Class A ordinary shares, $0.0001 par value per share (the “Class A Shares”).
Upon certain terms and conditions, the Class B Shares will automatically convert into Class A Shares on a one-for-one basis, subject
to adjustment. Unless the context otherwise requires, as used herein “Shares” shall be deemed to include any
Class A Shares issued upon conversion of the Class B Shares comprising the Shares. The terms on which the Company is willing to
issue the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:


 


1.             Subscription of Shares. For
the sum of $25,000, which the Company acknowledges receiving in cash, the Company hereby issues the Shares to the Subscriber, and
the Subscriber hereby subscribes for 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 register the
Shares in the name of the Subscriber on the register of members of the Company.


 


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 limited liability company
agreement 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 the State 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 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 of 1933, as
amended (the “Securities Act”), and therefore cannot be sold unless



 	 



 	



    

 such transaction is 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: (x) an effective registration statement under the Securities Act
or (y) 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 can 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   Private
Placement.  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, and acknowledges the sale contemplated hereby is being made in reliance
on a private placement exemption applicable to “accredited investors” within the meaning of Rule 501(a) of Regulation
D under the Securities Act or similar exemptions under state law.


 


2.1.7   Investment
Purposes.  The Subscriber is purchasing and subscribing for 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 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. 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 book-entries representing
the Shares will contain a legend or notation 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, at the Company’s option, 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
at least one year following consummation of the initial business combination of the Company (which may not occur), despite technical
compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.


 


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


 


2.2   Company’s
Representations, Warranties and Agreements.  To induce the Subscriber to purchase the 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 Cayman Islands exempted 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.



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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 Company’s Memorandum
and Articles of Association, as amended to the date hereof (the “Organizational Documents”), (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 Shares.  Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Organizational Documents,
the Shares will be duly and validly issued as fully paid and non-assessable. Upon issuance in accordance with, and payment pursuant
to, the terms hereof and the Organizational Documents, 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 (i) transfer restrictions hereunder and under the other agreements
to which the Shares may be subject, (ii) transfer restrictions under federal and state securities laws, and (iii) 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.


 


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


 


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, subject to the terms of the applicable transfer and assignment agreement) shall forfeit at the time such Over-allotment
Option expires (or earlier if the underwriters of the IPO waive their ability to exercise such Over-allotment Option) any
and all rights to such number of Shares (up to an aggregate of 750,000 Shares and pro rata based upon the percentage of the Over-allotment
Option exercised) such that immediately following such forfeiture, the number of Shares will equal 20% of the issued and outstanding
Ordinary Shares immediately following the IPO (in each case, not including Class A Shares issuable upon exercise of any warrants).


 


3.2   Termination
of Rights as Shareholder.  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.


 


4.   Waiver of Liquidation Distributions;
Redemption Rights.  In connection with the Shares purchased and subscribed for 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 shareholders and into which substantially all of
the proceeds of the IPO will be deposited (the “Trust Account”), in the event of a liquidation of the Company
upon the Company’s failure to timely complete an initial business combination. For purposes of clarity, in the event the
Subscriber purchases securities in the IPO or in the aftermarket, any Class A Shares so purchased and subscribed for 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 Ordinary Shares held by it 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”) dated on or prior to the closing of the IPO by and among the Subscriber, the Company
and the other parties thereto, the Subscriber agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of all or
any part of the Shares unless, prior thereto (i) 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 (ii) the
Company has received, if requested by the Company, an opinion from counsel



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 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.  The
Subscriber acknowledges that the Shares will be subject to lock-up provisions (the “Lock-up”) contained
in the Insider Letter.


 


5.3   Restrictive
Legends.  The book-entries representing the Shares shall contain legends or notations thereon substantially to the
effect 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 (IF THE COMPANY SO REQUESTS), IS AVAILABLE.” 


 


“THE SECURITIES REPRESENTED
HEREBY ARE SUBJECT TO A LOCK-UP AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE
LOCK-UP.”


 


5.4   Additional
Shares or Substituted Securities.  In the event of the declaration of a share dividend, the declaration of a special
dividend payable in a form other than Ordinary Shares, a spin-off, a share split, an adjustment in conversion ratio, a recapitalization
or a similar transaction affecting the Company’s outstanding Ordinary 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 or into which such Shares thereby become convertible shall immediately be subject to this Section 5
and Section 3 hereof. Appropriate adjustments to reflect the distribution of such securities or property shall be made to
the number and/or class of Ordinary Shares subject to this Section 5 and Section 3 hereof.


 


5.5   Registration
Rights.  The Subscriber acknowledges that the Shares are being purchased and subscribed for 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 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 email address most recently
provided to such party or such other email 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 the Insider Letter and the Registration Rights Agreement, each substantially
in the form to be filed as an exhibit to the Company’s Registration Statement on Form S-1 for the 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



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 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.


 


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 the State of New York.


 


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 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.



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6.14   Counterparts;
Electronic Signature.  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. The words “execution,” “signed,” “signature,” and
words of like import in this Agreement or in any other certificate, agreement or document related to this Agreement shall include
images of manually executed signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf”,
“tif” or “jpg”) and other electronic signatures (including, without limitation, DocuSign and AdobeSign).
The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated,
sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability
as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law,
including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records
Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act
or the Uniform Commercial Code.


 


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 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 shareholders and shall not seek redemption or repurchase with respect to any of
the Shares in connection with an initial business combination or any amendment to the Organizational Documents, as amended, prior
to an initial business combination. Additionally, the Subscriber agrees not to redeem any Shares in connection with a redemption
or tender offer presented to the Company’s shareholders in connection with an initial business combination negotiated by
the Company.


 


8.   Indemnification.  Each
party shall indemnify the other against any loss, cost or damages (including reasonable attorney’s fees and expenses) incurred
as a result of such party’s breach of any representation, warranty, covenant or agreement in this Agreement.


 


(Signature Page Follows)



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


 


	 	Very truly yours,
	 	 
	 	GOOD COMMERCE ACQUISITION
 CORPORATION
	 	 	 	 
	 	By:	/s/ Abinta S. Malik	 
	 	 	Name: Abinta S. Malik	 
	 	 	Title: Authorized Signatory	 



 


	GOOD COMMERCE PARTNERS LLC
	 
	By:	/s/ Abinta S. Malik	 
	 	Name: Abinta S. Malik	 
	 	Title: Authorized Signatory	 



 


Signature Page to Securities Subscription Agreement