Exhibit 10.6


 





APERTURE
ACQUISITION CORP


c/o Aperture Investment Advisors LLC 


747 Third Avenue, 19th Floor

New York, NY 10017


 


February
25, 2021


 


Aperture
SE LLC
c/o Aperture Investment Advisors LLC 


747 Third Avenue, 19th Floor

New York, NY 10017


 


RE:
Securities Subscription Agreement


 


Ladies
and Gentlemen:


 


We
are pleased to accept the offer Aperture SE LLC (the “Subscriber” or “you”) has made to
purchase 10,062,500 of Class B ordinary shares (the “Shares”), $0.0001 par value per share (the “Class
B Ordinary Shares” and, together with all other classes of the Company’s (as defined below) ordinary shares, the
 “Ordinary Shares”), up to 1,312,500 Shares of which are subject to complete or partial forfeiture by you if
the underwriters of the initial public offering (“IPO”) of Aperture Acquisition Corp, a Cayman Islands exempted
company (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 the Shares, are as follows:


 


		1.	Purchase
                                         of Shares.



 


		1.1	Subscription
                                         and Purchase of Shares. For the sum of $25,000 (the “Purchase Price”),
                                         which the Company acknowledges receiving from or on behalf of the Subscriber, the Company
                                         hereby issues the Shares to the Subscriber, and the Subscriber hereby subscribes for
                                         and purchases the Shares from the Company, 1,312,500 of which are subject to forfeiture,
                                         on the terms and subject to the conditions set forth in this Agreement. All references
                                         in this Agreement to shares of the Company being forfeited shall take effect as surrenders
                                         for no consideration of such shares as matter of Cayman Islands law.



 


		1.2	Surrender
                                         of Class B Ordinary Share. Upon the issue of the Shares, the Subscriber hereby surrenders
                                         to the Company for no consideration the one Class B ordinary share held by the Subscriber
                                         following the incorporation 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 certification of formation and 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 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 of
                                         1933, as amended (the “Securities Act”), and therefore cannot be resold
                                         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 (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 to afford a complete loss of the Subscriber’s
                                         investment in the Shares.






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		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
                                         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 and acknowledges
                                         the sale contemplated hereby is being made in reliance on a private placement exemption
                                         applicable to “accredited investors” or similar exemptions 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. 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”
                                         as defined in Rule 144(a)(3) under the Securities Act and the 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, the Shares may be offered, resold, pledged or otherwise transferred
                                         only in accordance with the provisions of Section 5.1 hereof. The Subscriber agrees that
                                         if any transfer of the 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 certain 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 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 company 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 the memorandum
                                         and articles of association 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.






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		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 shall forfeit any and all rights to such
                                         number of Shares (up to an aggregate of 1,312,500 Shares and pro rata based upon the
                                         percentage of the Over-allotment Option exercised) such that immediately following such
                                         forfeiture, the Subscriber (and all other initial shareholders prior to the IPO, if any)
                                         will own an aggregate number of Shares (not including Shares issuable upon exercise of
                                         any warrants or any Ordinary Shares purchased by Subscriber in the IPO or in the aftermarket)
                                         equal to 20% of the issued and outstanding Ordinary Shares immediately following the
                                         IPO.



 


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



 


		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 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 Ordinary Shares in the IPO or in the aftermarket,
                                         any additional Ordinary Shares 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 for funds held in the Trust Account upon the successful completion
                                         of an initial business combination by the Company.



 


		5.	Restrictions
                                         on Transfer.



 


		5.1	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.”



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		5.2	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. 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.



 


		5.3	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 and Shareholder Rights Agreement to be entered into with the Company
                                         prior to the closing of the IPO.



 


		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 and the Registration
                                         and Shareholder Rights Agreement, each substantially in the form to be filed as an exhibit
                                         to the Registration Statement on Form S-1, 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.






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		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 the State of New York 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.






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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.






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		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 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 shareholders in connection with an initial
                                         business combination negotiated by the Company.



 


[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,
	 	 	 
	 	APERTURE
    ACQUISITION CORP
	 	 	 
	 	By:	/s/
    Jeffrey Gelfand
	 	 	Name:
    Jeffrey Gelfand
	 	 	Title:
    Chief Financial Officer







 


Accepted
and agreed this 25th day of February, 2021.


 


APERTURE
SE LLC


 





	By:	/s/
    Lance West	 
	 	Name:
    Lance West	 
	 	Title:
    Chief Executive Officer	 



 





[Signature
Page to Securities Subscription Agreement—Aperture Acquisition Corp]