Exhibit 10.7


 


SECURITIES
PURCHASE AGREEMENT


 


This Securities
Purchase Agreement (this “Agreement”), effective as of February 6, 2021, is made and entered into by and between Jeneration
Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Jeneration Acquisition LLC, a Cayman
Islands limited liability company (the “Buyer”).


 


RECITALS:


 


WHEREAS,
the Buyer wishes to subscribe for an aggregate of 8,625,000 Class B ordinary shares (the “Shares”), par value
$0.0001 per share, of the Company, and the Company wishes to issue the Shares to the Buyer, on the terms and subject to the conditions
set forth in this Agreement.


 


AGREEMENT:


 


NOW, THEREFORE,
in consideration of the premises, representations, warranties and the mutual covenants contained in this Agreement, and for
other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto
agree as follows:


 


ARTICLE
I


DEFINITIONS


 


The terms
defined in this Article I shall have for all purposes of this Agreement the respective meanings set forth below:


 


“Agreement”
shall have the meaning set forth in the preamble to this Agreement.


 


“Buyer”
shall have the meaning set forth in the preamble to this Agreement.


 


“Class
B ordinary shares” shall have the meaning set forth in the recitals to this Agreement. “Closing” shall have
the meaning set forth in Section 2.3 of this Agreement.


 


“Closing
Date” shall have the meaning set forth in Section 2.3 of this Agreement. “Company” shall have the meaning set
forth in the preamble to this Agreement.


 


“Consent”
means any consent, approval, notification, waiver, or other similar action that is necessary or convenient.


 


“Governmental
Body” shall mean any legislature, agency, bureau, branch, department, division, commission, court, tribunal or other similar
recognized organization or body of any federal, state, county, municipal, local or foreign government or other similar recognized
organization or body exercising similar powers or authority.


 


“Law”
shall mean any law (statutory, common or otherwise), constitution, ordinance, rule, regulation, executive order or other similar
authority enacted, adopted, promulgated or applied by any Governmental Body.


 


“Lien”
shall mean a mortgage, deed of trust, pledge, hypothecation, assignment, encumbrance, charge, restriction, lien (statutory or
otherwise, including, without limitation, any lien for taxes), security interest, preference, participation interest, priority
or security agreement or preferential arrangement of any kind or nature whatsoever, including, without limitation, any conditional
sale or other title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing
and the filing of any document under the law of any applicable jurisdiction to evidence any of the foregoing, other than (i) statutory,
mechanics’ or other Liens incurred in the Company’s ordinary course of business or (ii) Liens for taxes incurred but
not yet due.


 


“Order”
shall mean an order, ruling, decision, award, judgment, injunction or other similar determination or finding by, before or under
the supervision of any Governmental Body or arbitrator.


 


“Permit”
shall mean a permit, license, certificate, waiver, notice or similar authorization. “Purchase Price” shall have the
meaning set forth in Section 2.2 of this Agreement. “SEC” shall mean the United States Securities and Exchange Commission.


 


“Securities
Act” shall mean the United States Securities Act of 1933, as amended, or any successor federal statute, and the applicable
rules and regulations promulgated and in effect from time to time thereunder.


 




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“Shares”
shall have the meaning set forth in the recitals to this Agreement.


 


ARTICLE
II 


PURCHASE
OF THE SHARES


 


Section 2.1
Purchase and Sale of the Shares. Subject to the terms and conditions hereof and in reliance upon the representations and
warranties of the parties contained or incorporated by reference herein, simultaneous with the execution hereof, the Company shall
issue to the Buyer, and the Buyer shall subscribe for the Shares, in consideration of the payment of the Purchase Price noted
herein.


 


Section 2.2
Purchase Price. As payment in full for the Shares being purchased under this Agreement and against issue of such Shares,
simultaneous with the execution hereof, the Buyer shall pay $25,000 on behalf of and at the direction of the Company by wire transfer
of immediately available funds or by such other method as may be reasonably acceptable to the Company (the “Purchase Price”).


 


Section 2.3
Closing. The closing of the purchase and sale of the Shares (the “Closing”) shall be held on the date of this
Agreement (“Closing Date”) at the offices of Davis Polk & Wardwell LLP, 18/F, The Hong Kong Club Building, 3A
Chater Road, Central, Hong Kong, or such other place as may be agreed upon by the parties hereto.


 


Section 2.4
Closing Deliveries. All actions taken at the Closing shall be deemed to have been taken simultaneously.


 


(a)       Buyer
Deliveries. At the Closing the Buyer shall deliver to the Company the Purchase Price.


 


(b)       Company
Deliveries. At the Closing, or within a reasonable time after the Closing, the Company shall issue to the Buyer the Shares
and make the necessary entries in the Register of Members of the Company.


 


Section 2.5
Further Assurances. The parties hereto shall execute and deliver such additional documents and take such additional actions
as any party reasonably may deem to be practical and necessary in order to consummate the transactions contemplated by this Agreement.


 


Section 2.6
Legend. Any certificate evidencing the Shares and any certificate issued in exchange for or upon the transfer of any Shares
shall be stamped or otherwise imprinted with a legend in substantially the following form:


 


“THE SECURITIES REPRESENTED
BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE
OR OTHER JURISDICTION, AND MAY NOT BE TRANSFERRED IN VIOLATION OF SUCH ACT AND LAWS.”


 


“THE SECURITIES REPRESENTED
BY THIS CERTIFICATE ARE SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER SET FORTH IN THE LETTER AGREEMENT BY AND BETWEEN THE COMPANY
AND THE SPONSOR. COPIES OF SUCH AGREEMENT MAY BE OBTAINED FROM THE COMPANY AT THE COMPANY’S PRINCIPAL PLACE OF BUSINESS
WITHOUT CHARGE.”


 


Section 2.7
Surrender. The Buyer hereby irrevocably surrenders to the Company for cancellation and for nil consideration the one Class
B ordinary share standing in its name in the register of members of the Company.


 


ARTICLE
III


REPRESENTATIONS
AND WARRANTIES OF THE BUYER


 


The Buyer
represents and warrants that the statements contained in this ARTICLE III are correct and complete as of the date of this Agreement.


 


Section 3.1
Organization and Good Standing. The Buyer is a limited liability company duly formed and registered, validly existing,
and in good standing under the laws of the Cayman Islands.


 


Section 3.2
Power and Authority; Enforceability. This Agreement constitutes the legal, valid, and binding obligation of the Buyer,
enforceable against the Buyer in accordance with its terms. The Buyer has full entity power and authority to execute and deliver
this Agreement and to perform its obligations hereunder. The Buyer has taken all actions necessary to authorize the execution
and delivery of this Agreement, the performance of its obligations hereunder and the consummation of the transactions contemplated
hereby. This Agreement has been duly authorized, executed and delivered by, and is enforceable against, the Buyer.


 


Section 3.3
Investment Representations.


 




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(a)       The
ultimate parent of the Buyer is an “accredited investor” as defined in Rule 501 of Regulation D under the Securities
Act.


 


(b)       The
Buyer has received, has thoroughly read, is familiar with and understands the contents of this Agreement.


 


(c)       The
Buyer hereby acknowledges that an investment in the Shares involves certain significant risks. The Buyer acknowledges that there
is a substantial risk that it will lose all or a portion of its investment and that it is financially capable of bearing the risk
of such investment for an indefinite period of time. The Buyer has no need for liquidity in its investment in the Shares for the
foreseeable future and is able to bear the risk of that investment for an indefinite period. The Buyer understands that there
presently is no public market for the Shares and none is anticipated to develop in the foreseeable future. The Buyer’s present
financial condition is such that the Buyer is under no present or contemplated future need to dispose of any portion of the Shares
subscribed for hereby to satisfy any existing or contemplated undertaking, need or indebtedness. The Buyer’s overall commitment
to investments which are not readily marketable is not disproportionate to its net worth and the investment in the Company will
not cause such overall commitment to become excessive.


 


(d)       The
Buyer acknowledges that the Shares have not been and will not be registered under the Securities Act, or any state securities
act, and are being sold on the basis of exemptions from registration under the Securities Act and applicable state securities
acts, except those state securities acts that require registration of the Shares thereunder. Reliance on such exemptions, where
applicable, is predicated in part on the accuracy of the Buyer’s representations and warranties set forth herein. The Buyer
acknowledges and hereby agrees that the Shares will not be transferable under any circumstances unless the Buyer either registers
the Shares in accordance with federal and state securities laws or finds and complies with an available exemption under such laws.
Accordingly, the Buyer hereby acknowledges that there can be no assurance that it will be able to liquidate its investment in
the Company.


 


(e)       There
are substantial risk factors pertaining to an investment in the Company. The Buyer acknowledges that it has read the information
set forth above regarding certain of such risks and is familiar with the nature and scope of all such risks, including, without
limitation, risks arising from the fact that the Company is an entity with limited operating history and financial resources;
and the Buyer is fully able to bear the economic risks of such investment for an indefinite period, and can afford a complete
loss thereof.


 


(f)       The
Buyer has been given the opportunity to (i) ask questions of and receive answers from the Company and its designated representatives
concerning the terms and conditions of the offering, the Company and the business and financial condition of the Company and (ii)
obtain any additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary
to assist the Buyer in evaluating the advisability of the purchase of the Shares and an investment in the Company. The Buyer further
represents and warrants that, prior to signing this Agreement, it has asked such questions, received such answers and obtained
such information as it has deemed necessary or advisable to evaluate the merits and risks of the purchase of the Shares and an
investment in the Company. The Buyer is not relying on any oral representation made by any person as to the Company or its operations,
financial condition or prospects.


 


(g)       The
Buyer understands that no federal, state or other governmental authority has made any recommendation, findings or determination
relating to the merits of an investment in the Company.


 


ARTICLE
IV


REPRESENTATIONS
AND WARRANTIES OF THE COMPANY


 


Section 4.1
Incorporation and Good Standing. The Company is an exempted company duly incorporated, validly existing, and in good standing
under the laws of the Cayman Islands.


 


Section 4.2
Power and Authority; Enforceability. This Agreement constitutes the legal, valid, and binding obligation of the Company,
enforceable against the Company in accordance with its terms. The Company has full power and authority to execute and deliver
this Agreement and to perform its obligations hereunder. The Company has taken all actions necessary to authorize the execution
and delivery of this Agreement, the performance of its obligations hereunder, and the consummation of the transactions contemplated
hereby. This Agreement has been duly authorized, executed, and delivered by, and is enforceable against, the Company.


 


Section 4.3
No Violation; Necessary Approvals. Neither the execution and delivery of this Agreement by the Company, nor the consummation
or performance by the Company of any of the transactions contemplated hereby, will: (a) with or without notice or lapse of time,
constitute, create or result in a breach or violation of, default under, loss of benefit or right under or acceleration of performance
of any obligation required under any Law, Order, contract or Permit to which the Company is a party or by which it is bound or
any of its assets are subject, or any provision of the Company’s organizational documents as in effect on the Closing Date,
(b) result in the imposition of any lien, claim or encumbrance upon any assets owned


 




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by the Company; (c) require any
Consent under any contract or organizational document to which the Company is a party or by which it is bound; or (d) require
any Permit under any Law or Order other than (i) required filings, if any, with the SEC and (ii) notifications or other filings
with state or federal regulatory agencies after the Closing that are necessary or convenient and do not require approval of the
agency as a condition to the validity of the transactions contemplated hereunder; or (e) trigger any rights of first refusal,
preferential purchase or similar rights with respect to any of the Shares.


 


Section 4.4
Authorization of the Shares. The Shares have been duly authorized and, when issued in accordance with this Agreement, the
Shares will be duly and validly issued, fully paid and non-assessable Class B ordinary shares of the Company and will be free
and clear of all Liens and claims, other than restrictions on transfer imposed by the Securities Act and applicable state securities
laws.


 


ARTICLE
V


MISCELLANEOUS


 


Section 5.1
Entire Agreement. This Agreement, together with any certificates, documents, instruments and writings that are delivered
pursuant hereto, constitutes the entire agreement and understanding of the parties hereto in respect of its subject matter and
supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent
they relate in any way to the subject matter hereof or the transactions contemplated hereby.


 


Section 5.2
Successors. All of the terms, agreements, covenants, representations, warranties, and conditions of this Agreement are
binding upon, and inure to the benefit of and are enforceable by, the parties hereto and their respective successors.


 


Section 5.3
Assignments. Except as otherwise provided herein, no party hereto may assign either this Agreement or any of its rights,
interests, or obligations hereunder without the prior written approval of the other party. Any purported assignment in violation
of this Section 5.3 shall be void and ineffectual and shall not operate to transfer or assign any interest or title to the purported
assignee.


 


Section 5.4
Waiver of Jury Trial. THE PARTIES HERETO EACH HEREBY AGREE TO WAIVE THEIR RESPECTIVE RIGHTS TO JURY TRIAL OF ANY DISPUTE
BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OTHER AGREEMENTS RELATING HERETO OR ANY DEALINGS AMONG THEM RELATING TO THE
TRANSACTIONS. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL ACTIONS THAT MAY BE FILED IN ANY COURT
AND THAT RELATE TO THE SUBJECT MATTER OF THE TRANSACTIONS, INCLUDING, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND
ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THE PARTIES HERETO EACH ACKNOWLEDGE THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER
INTO A BUSINESS RELATIONSHIP AND THAT THEY WILL CONTINUE TO RELY ON THE WAIVER IN THEIR RELATED FUTURE DEALINGS. EACH PARTY HERETO
FURTHER REPRESENTS AND WARRANTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT EACH KNOWINGLY AND VOLUNTARILY
WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THIS
WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED ORALLY OR IN WRITING, AND THE WAIVER WILL APPLY TO ANY AMENDMENTS,
RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING HERETO. IN THE EVENT
OF AN ACTION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO TRIAL BY A COURT.


 


Section 5.5
Counterparts. This Agreement may be executed in two or more counterparts, each of which will be deemed an original but
all of which together will constitute one and the same instrument.


 


Section 5.6
Headings. The article and section headings contained in this Agreement are inserted for convenience only and will not affect
in any way the meaning or interpretation of this Agreement.


 


Section 5.7
Governing Law. This Agreement, the entire relationship of the parties hereto, and any litigation between the parties (whether
grounded in contract, tort, statute, law or equity) shall be governed by, construed in accordance with, and interpreted pursuant
to the laws of the State of New York, without giving effect to its choice of laws principles.


 


Section 5.8
Amendments. This Agreement may not be amended, modified or waived as to any particular provision, except by a written instrument
executed by the parties hereto.


 


Section 5.9
Severability. The provisions of this Agreement will be deemed severable and the invalidity or unenforceability of any provision
will not affect the validity or enforceability of the other provisions hereof; provided that if any


 




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provision of this Agreement,
as applied to any party hereto or to any circumstance, is adjudged by a Governmental Body, arbitrator, or mediator not to be enforceable
in accordance with its terms, the parties hereto agree that the Governmental Body, arbitrator, or mediator making such determination
will have the power to modify the provision in a manner consistent with its objectives such that it is enforceable, and/or to
delete specific words or phrases, and in its reduced form, such provision will then be enforceable and will be enforced.


 


Section 5.10
Expenses. Except as otherwise expressly provided in this Agreement, each party hereto will bear its own costs and expenses
incurred in connection with the preparation, execution and performance of this Agreement and the consummation of the transactions
contemplated hereby, including all fees and expenses of agents, representatives, financial advisors, legal counsel and accountants.


 


Section 5.11
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. Any reference to any federal, state, local, or foreign Law will be deemed also to refer to Law as amended and
all rules and regulations promulgated thereunder, unless the context requires otherwise. 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.


 


Section 5.12
Waiver. No waiver by any party hereto of any default, misrepresentation, or breach of warranty or covenant hereunder, whether
intentional or not, may be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant
hereunder or affect in any way any rights arising because of any prior or subsequent occurrence.


 


[Signature
page follows]


 




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IN WITNESS WHEREOF,
the undersigned have executed this Agreement to be effective as of the date first set forth above.


 





	COMPANY:	 
	 	 
	Jeneration Acquisition Corporation	 
	 	 	 
	 	 	 
	By:	
Jimmy Ching-Hsin Chang	 
	 	Name:
Jimmy Ching-Hsin Chang	 
	 	Title: Director	 



 


 





	BUYER:	 
	 	 
	Jeneration Acquisition LLC	 
	 	 	 
	 	 	 
	By:	
Jimmy Ching-Hsin Chang	 
	 	Name:
Jimmy Ching-Hsin Chang	 
	 	Title: Manager	 



 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


[Signature
page to Securities Purchase Agreement]