Exhibit 10.5


 


AltC
Acquisition Corp.

640 Fifth Avenue, 12th Floor

New York, NY 10019


 


March 4, 2021


 


AltC Sponsor LLC

640 Fifth Avenue, 12th Floor

New York, NY 10019


 


RE:         Securities Subscription Agreement


 


Ladies and Gentlemen:


 


We are pleased to accept the offer AltC Sponsor
LLC (the “Subscriber” or “you”) has made to purchase 43,125,000 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 5,625,000 Shares of
which are subject to complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”)
of AltC Acquisition Corp., 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.


 






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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.


 






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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 5,625,000 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.


 


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.


 






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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.


 






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


 


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.


 






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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,
	 	 
	 	AltC Acquisition Corp.
	 	 	 
	 	By:	/s/ Jay Taragin
	 	 	Name: Jay Taragin
	 	 	Title:   Chief Financial Officer



 


	Accepted and agreed this 4th day of March, 2021	 
	 	 	 
	AltC Sponsor LLC	 
	 	 	 
	By:	/s/ Jay Taragin 	 
	 	Name: Jay Taragin	 
	 	Title: Authorized Person