Exhibit 10.7 


 


 





G Squared Ascend I Inc. December
2, 2020 G Squared Ascend Management I, LLC RE: Securities Subscription Agreement Gentlemen: This agreement (this “Agreement”)
is entered into on December 2, 2020 by and between G Squared Ascend Management I, LLC, a Cayman Islands limited liability company
(the “Subscriber” or “you”), and G Squared Ascend I Inc., a Cayman Islands exempted company (the “Company”).
Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to subscribe for and purchase 7,187,500
Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 937,500 of which are subject to forfeiture
by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company do
not fully exercise their over-allotment option (the “Over-allotment Option”). The Company’s and the Subscriber’s
agreements regarding such Shares are as follows: 1.Subscription and Purchase of Securities. For the sum of $25,000 (the “Purchase
Price”), which the Companyacknowledges receiving in cash, the Company hereby issues the Shares to the Subscriber, and the
Subscriber herebysubscribes for and purchases the Shares from the Company, 937,500 of which are subject to forfeiture, on the
termsand subject to the conditions set forth in this Agreement. All references in this Agreement to shares of the Companybeing
forfeited shall take effect as surrenders for no consideration of such shares as a matter of Cayman Islands law.Upon the issuance
of the Shares, the Subscriber hereby surrenders for no consideration the one Class B ordinaryshare of the Company held by it 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 limited liability company agreement of
the Subscriber, (ii) any agreement, indenture or instrument to which the Subscriber is a party or (iii) any law, statute, rule
or regulation to which the Subscriber is subject, or any agreement, order, judgment or decree to which the Subscriber is subject.
2.1.3 Registration and Authority. The Subscriber is a Cayman Islands limited liability company, formed and registered, validly
existing and possessing 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 sold 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 DocuSign Envelope ID: AC8769D9-C838-4556-BAE4-17C9B2819729


 






     


     


    

 


 


 


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: (i) an effective
registration statement under the Securities Act or (ii) 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 and/or its prospects. 2.1.6 Regulation D Offering. Subscriber represents that it
is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933,
as amended (the “Securities Act”) and acknowledges the sale contemplated hereby is being made in reliance on a private
placement exemption to “accredited investors” within the meaning of Section 501(a) of Regulation D under the Securities
Act or similar exemptions under federal and state law. 2.1.7 Investment Purposes. The Subscriber is purchasing the Shares solely
for investment purposes, for the Subscriber’s own account and not for the account or benefit of any other person, and not
with a view towards the distribution or dissemination thereof. The Subscriber did not decide to enter into this Agreement as a
result of any general solicitation or general advertising within the meaning of Rule 502 under the Securities Act. 2.1.8 Restrictions
on Transfer; Shell Company. 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” within
the meaning of Rule 144(a)(3) under the Securities Act, and Subscriber understands that the certificates representing the Shares
will contain a legend in respect of such restrictions. If in the future the Subscriber decides to offer, resell, pledge or otherwise
transfer the Shares, such Shares may be offered, resold, pledged or otherwise transferred only pursuant to: (i) registration under
the Securities Act, or (ii) an available exemption from registration. 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 resell 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 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
or necessary 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 subscribe for and purchase the Shares, the Company hereby
represents and warrants to the Subscriber and agrees with the Subscriber as follows: 2.2.1 Incorporation and Corporate Power.
The Company is a Cayman Islands exempted company incorporated, validly existing and is qualified to do business in every jurisdiction
in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition,
operating results or assets of the Company. The Company possesses all requisite corporate power and authority necessary to carry
out the transactions contemplated by this Agreement. Upon execution and delivery by the Company, this Agreement will be a legal,
valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as such enforceability
may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar DocuSign Envelope ID: AC8769D9-C838-4556-BAE4-17C9B2819729


 






     


     


    

 


 


 


laws affecting the enforcement of creditors’ rights generally
and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).
2.2.2 No Conflicts. The execution, delivery and performance of this Agreement and the consummation by the Company of the transactions
contemplated hereby do not violate, conflict with or constitute a default under (i) the memorandum and articles of association
of the Company, (ii) any agreement, indenture or instrument to which the Company is a party or (iii) any law, statute, rule or
regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject. 2.2.3
Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and registration in the Company’s
register of members, the Shares will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with,
and payment pursuant to, the terms hereof, and registration in the Company’s register of members, 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, (b) transfer restrictions under federal and state
securities laws, and (c) liens, claims or encumbrances imposed due to the actions of the Subscriber. 2.2.4 No Adverse Actions.
There are no actions, suits, investigations or proceedings pending, threatened against or affecting the Company which: (i) seek
to restrain, enjoin, prevent the consummation of or otherwise affect the transactions contemplated by this Agreement or (ii) question
the validity or legality of any transactions or seeks to recover damages or to obtain other relief in connection with any transactions.
3. Forfeiture of Shares. 3.1 Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted
to the representative(s) of the underwriters of the Company’s IPO is not exercised in full, the Subscriber acknowledges
and agrees that it shall forfeit any and all rights to such number of Shares (up to an aggregate of 937,500 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 ordinary shares
issuable upon exercise of any warrants or any ordinary shares purchased by Subscriber in the Company’s IPO or in the aftermarket)
equal to 20% of the issued and outstanding ordinary shares of the Company 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
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 ordinary shares into funds held in the Trust Account upon the successful completion of an initial
business combination. 5. Restrictions on Transfer. 5.1 Securities Law Restrictions. In addition to any restrictions to be contained
in that certain letter agreement (commonly known as an “Insider Letter”) to be dated as of the closing of the IPO
by and between Subscriber and the Company, Subscriber agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of
all or any part of the Shares unless, prior thereto (a) a registration statement on the appropriate form under the Securities
Act and applicable state securities laws with respect to the Shares proposed to be transferred shall then be effective or (b)
the Company has received an opinion from counsel reasonably satisfactory to the Company, that such registration is not required
DocuSign Envelope ID: AC8769D9-C838-4556-BAE4-17C9B2819729


 






     


     


    

 


 


 


because such transaction is exempt from registration under the
Securities Act and the rules promulgated by the Securities and Exchange Commission thereunder and with all applicable state securities
laws. 5.2 Restrictive Legends. Any certificates representing the Shares shall have endorsed thereon legends substantially as follows:
 “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED,
OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR
OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM
REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL, IS AVAILABLE.” “THE SECURITIES REPRESENTED
BY THIS CERTIFICATE ARE SUBJECT TO A LOCKUP AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE
TERM OF THE LOCKUP.” 5.3 Additional Shares or Substituted Securities. In the event of the declaration of a share capitalization,
the declaration of an extraordinary dividend payable in a form other than Shares, a spin-off, a share sub-division, an adjustment
in conversion ratio, a recapitalization or a similar transaction affecting the Company’s outstanding 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 and/or class of Shares subject to this Section 5 and Section 3. 5.4 Registration Rights. 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. 6. Other Agreements. 6.1 Further Assurances. Subscriber agrees
to execute such further instruments and to take such further action as may reasonably be necessary to carry out the intent of
this Agreement. 6.2 Notices. All notices, statements or other documents which are required or contemplated by this Agreement shall
be: (i) in writing and delivered personally or sent by first class registered or certified mail, overnight courier service or
facsimile or electronic transmission to the address designated in writing, (ii) by facsimile to the number most recently provided
to such party or such other address or fax number as may be designated in writing by such party or (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 on Form S-1 associated with the Company’s 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 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 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. 6.11 Survival of Representations and Warranties. All representations and warranties made by the
parties hereto in this Agreement or in any other agreement, certificate or instrument provided for or contemplated hereby, shall
survive the execution and delivery hereof and any investigations made by or on behalf of the parties. 6.12 No Broker or Finder.
Each of the parties hereto represents and warrants to the other that no broker, finder or other financial consultant has acted
on its behalf in connection with this Agreement or the transactions contemplated hereby in such a way as to create any liability
on the other. Each of the parties hereto agrees to indemnify and save the other harmless from any claim or demand for commission
or other compensation by any broker, finder, financial consultant or similar agent claiming to have been employed by or on behalf
of such party and to bear the cost of legal expenses incurred in defending against any such claim. 6.13 Headings and Captions.
The headings and captions of the various subdivisions of this Agreement are for convenience of reference only and shall in no
way modify or affect the meaning or construction of any of the terms or provisions hereof. 6.14 Counterparts. This Agreement may
be executed in one or more counterparts, all of which when taken together shall be considered one and the same agreement and shall
become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both
parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or any other
form of electronic


 






     


     


    

 


 


 


delivery, such signature shall create a valid and binding obligation
of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such signature page
were an original thereof. 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 Tender of Shares. 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 such Shares. Additionally, the Subscriber
agrees not to tender any Shares in connection with a tender offer presented to the Company’s shareholders in connection
with an initial business combination negotiated by the Company. [Signature Page Follows] DocuSign Envelope ID: AC8769D9-C838-4556-BAE4-17C9B2819729


 






     


     


    

 


 


 


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, G Squared Ascend I Inc. By: Name: Larry
Aschebrook Title: Chairman of the Board Accepted and agreed as of the date first written above. G Squared Ascend Management I,
LLC By: Name: Larry Aschebrook Title: Manager