Exhibit 10.4

   

  Mercury Ecommerce Acqusition Corp.

  3737 Buffalo Speedway, Suite 1750

  Houston, Texas 770098 

   

  March 4, 2021

   

  Mercury Sponsor Group I LLC

  3737 Buffalo Speedway, Suite 1750

  Houston, Texas 770098

   

  		RE:	Securities Subscription Agreement


   

  Ladies and Gentlemen:

   

  Mercury Ecommerce Acquisition
    Corp., a Delaware corporation (the “Company” or “us”), is pleased to accept the offer of
    Mercury Sponsor Group I LLC, a Delaware limited liability company (the “Subscriber” or “you”),
    has made to subscribe for 5,031,250 shares of Class B common stock (the “Shares”), $0.0001 par value per
    share, of the Company (the “Class B Shares”), up to 656,250 of which are subject to forfeiture by you if
    the underwriters of the Company’s initial public offering of its securities (“IPO”), if any, do not fully
    exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this agreement (this
    “Agreement”), references to “Common Stock” are to, collectively, the Class B Shares and the
    Company’s shares of Class A common stock, $0.0001 par value per share (the “Class A Shares”). Upon certain
    terms and conditions, the Class B Shares will automatically convert into Class A Shares on a one-for-one basis, subject to adjustment.
    Unless the context otherwise requires, as used herein “Shares” shall be deemed to include any Class A Shares
    issued upon conversion of the Class B Shares comprising the Shares. The terms on which the Company is willing to issue the Shares
    to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:

   

  1.  Subscription of Shares.
    For the sum of $25,000, which the Company acknowledges receiving in cash, the Company hereby issues the Shares to the Subscriber,
    and the Subscriber hereby subscribes for the Shares from the Company, subject to forfeiture, on the terms and subject to the conditions
    set forth in this Agreement. Concurrently with the Subscriber’s execution of this Agreement, the Company shall effect the
    delivery of the Shares in book-entry form.

   

  2.   Representations,
      Warranties and Agreements.

   

  2.1   Subscriber’s
      Representations, Warranties and Agreements.  To induce the Company to issue the Shares to the Subscriber, the Subscriber
    hereby represents and warrants to the Company and agrees with the Company as follows: 

   

  2.1.1   No
      Government Recommendation or Approval.  The Subscriber understands that no federal or state agency has passed upon
    or made any recommendation or endorsement of the offering of the Shares.

   

  2.1.2   No
      Conflicts.  The execution, delivery and performance of this Agreement and the consummation by the Subscriber of the
    transactions contemplated hereby do not violate, conflict with or constitute a default under (i) the limited liability company
    agreement of the Subscriber, (ii) any agreement, indenture or instrument to which the Subscriber is a party, (iii) any
    law, statute, rule or regulation to which the Subscriber is subject, or (iv) any agreement, order, judgment or decree to which
    the Subscriber is subject.

   

  2.1.3   Organization
      and Authority.  The Subscriber is a Delaware limited liability company, validly existing and in good standing under
    the laws of the State of Delaware and possesses all requisite power and authority necessary to carry out the transactions contemplated
    by this Agreement. Upon execution and delivery by you, this Agreement is a legal, valid and binding agreement of the Subscriber,
    enforceable against the Subscriber in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy,
    insolvency, fraudulent conveyance or similar laws affecting the enforcement of creditors’ rights generally and subject to
    general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

   

  
  
    	 		 


  

  
     

  

  
  

   

  2.1.4   Experience,
      Financial Capability and Suitability.  The Subscriber is: (i) sophisticated in financial matters and is able to evaluate
    the risks and benefits of the investment in the Shares and (ii) able to bear the economic risk of its investment in the Shares
    for an indefinite period of time because the Shares have not been registered under the Securities Act of 1933, as amended (the
    “Securities Act”), and therefore cannot be sold unless such transaction is registered under the Securities Act
    or an exemption from such registration is available. The Subscriber is capable of evaluating the merits and risks of its investment
    in the Company and has the capacity to protect its own interests. The Subscriber must bear the economic risk of this investment
    until the Shares are sold pursuant to: (x) an effective registration statement under the Securities Act or (y) an exemption from
    registration available with respect to such sale. The Subscriber is able to bear the economic risks of an investment in the Shares
    and can afford a complete loss of the Subscriber’s investment in the Shares.

   

  2.1.5   Access
      to Information; Independent Investigation.  Prior to the execution of this Agreement, the Subscriber has had the
    opportunity to ask questions of and receive answers from representatives of the Company concerning an investment in the Company,
    as well as the finances, operations, business and prospects of the Company, and the opportunity to obtain additional information
    to verify the accuracy of all information so obtained. In determining whether to make this investment, the Subscriber has relied
    solely on the Subscriber’s own knowledge and understanding of the Company and its business based upon the Subscriber’s
    own due diligence investigation and the information furnished pursuant to this paragraph. The Subscriber understands that no person
    has been authorized to give any information or to make any representations which were not furnished pursuant to this Section
      2, and the Subscriber has not relied on any other representations or information in making its investment decision, whether
    written or oral, relating to the Company, its operations and/or its prospects.

   

  2.1.6   Private
      Placement.  The Subscriber represents that it is an “accredited investor” as such term is defined in
    Rule 501(a) of Regulation D under the Securities Act, and acknowledges the sale contemplated hereby is being made in reliance on
    a private placement exemption applicable to “accredited investors” within the meaning of Rule 501(a) of Regulation
    D under the Securities Act or similar exemptions under state law.

   

  2.1.7   Investment
      Purposes.  The Subscriber is purchasing and subscribing for the Shares solely for investment purposes, for the Subscriber’s
    own account and not for the account or benefit of any other person, and not with a view towards the distribution or dissemination
    thereof. The Subscriber did not enter into this Agreement as a result of any general solicitation or general advertising within
    the meaning of Rule 502 of Regulation D under the Securities Act.

   

  2.1.8   Restrictions
      on Transfer; Shell Company.  The Subscriber understands the Shares are being offered in a transaction not involving
    a public offering within the meaning of the Securities Act. The Subscriber understands the Shares will be “restricted securities”
    within the meaning of Rule 144(a)(3) under the Securities Act, and the Subscriber understands that the book-entries representing
    the Shares will contain a legend or notation in respect of such restrictions. If in the future the Subscriber decides to offer,
    resell, pledge or otherwise transfer the Shares, such Shares may be offered, resold, pledged or otherwise transferred only pursuant
    to (i) registration under the Securities Act or (ii) an available exemption from registration. The Subscriber agrees that if any
    transfer of its Shares or any interest therein is proposed to be made, as a condition precedent to any such transfer, the Subscriber
    may, at the Company’s option, be required to deliver to the Company an opinion of counsel satisfactory to the Company. Absent
    registration or an exemption, the Subscriber agrees not to resell the Shares. The Subscriber further acknowledges that because
    the Company is a shell company, Rule 144 may not be available to the Subscriber for the resale of the Shares until at least one
    year following consummation of the initial business combination of the Company (which may not occur), despite technical compliance
    with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

   

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

   

  2.2   Company’s
      Representations, Warranties and Agreements.  To induce the Subscriber to purchase the Shares, the Company hereby
    represents and warrants to the Subscriber and agrees with the Subscriber as follows:

   

  2.2.1   Incorporation
      and Corporate Power.  The Company is a corporation duly organized, validly existing and in good standing under the
    laws of the State of Delaware and is qualified to do business in every

   

  
  
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  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 Company’s Certificate
    of Incorporation or Bylaws of the Company, as amended to the date hereof (collectively, the “Organizational Documents”),
    (ii) any agreement, indenture or instrument to which the Company is a party, (iii) any law, statute, rule or regulation to which
    the Company is subject, or (iv) any agreement, order, judgment or decree to which the Company is subject.

   

  2.2.3   Title
      to Shares.  Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Organizational Documents,
    the Shares will be duly and validly issued as fully paid and non-assessable. Upon issuance in accordance with, and payment pursuant
    to, the terms hereof and the Organizational Documents, the Subscriber will have or receive good title to the Shares, free and clear
    of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions hereunder and under the other agreements
    to which the Shares may be subject, (ii) transfer restrictions under federal and state securities laws, and (iii) liens, claims
    or encumbrances imposed due to the actions of the Subscriber.

   

  2.2.4   No
      Adverse Actions.  There are no actions, suits, investigations or proceedings pending, threatened against or affecting
    the Company which: (i) seek to restrain, enjoin, prevent the consummation of or otherwise affect the transactions contemplated
    by this Agreement or (ii) question the validity or legality of any transactions or seek to recover damages or to obtain other relief
    in connection with any transactions.

   

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

   

  3.   Forfeiture of Shares.

   

  3.1   Partial
      or No Exercise of the Over-allotment Option.  In the event the Over-allotment Option granted to the underwriters
    of the IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees
    of Shares, subject to the terms of the applicable transfer and assignment agreement) shall forfeit at the time such Over-allotment
    Option expires (or earlier if the underwriters of the IPO waive their ability to exercise such Over-allotment Option) any and all
    rights to such number of Shares (up to an aggregate of 656,250 Shares and pro rata based upon the percentage of the Over-allotment
    Option exercised) such that immediately following such forfeiture, the number of Shares will equal 20% of the issued and outstanding
    Common Stock immediately following the IPO (in each case, not including Class A Shares issuable upon exercise of any warrants).

   

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

   

  4.   Waiver of Liquidation
      Distributions; Redemption Rights.  In connection with the Shares purchased and subscribed for pursuant to this Agreement,
    the Subscriber hereby waives any and all right, title, interest or claim of any kind in or to any distributions by the Company
    from the trust account which will be established for the benefit of the Company’s public 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 securities in the IPO or in the aftermarket, any Class A Shares so purchased and subscribed for shall
    be eligible to receive any liquidating distributions by the Company. However, in no event will the Subscriber have the right to
    redeem any shares of Common Stock held by it into funds held in the Trust Account upon the successful completion of an initial
    business combination.

   

  5.   Restrictions on
      Transfer.

   

  5.1   Securities
      Law Restrictions.  In addition to any restrictions to be contained in that certain letter agreement (commonly known
    as an “Insider Letter”) dated on or prior to the closing of the IPO by and among the

   

  
  
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  Subscriber, the Company and the other parties
    thereto, the Subscriber agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Shares
    unless, prior thereto (i) a registration statement on the appropriate form under the Securities Act and applicable state securities
    laws with respect to the Shares proposed to be transferred shall then be effective or (ii) the Company has received, if requested
    by the Company, an opinion from counsel reasonably satisfactory to the Company, that such registration is not required because
    such transaction is exempt from registration under the Securities Act and the rules promulgated by the Securities and Exchange
    Commission thereunder and with all applicable state securities laws. 

   

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

   

  5.3   Restrictive
      Legends.  The book-entries representing the Shares shall contain legends or notations thereon substantially to the
    effect as follows:

   

  “THE SECURITIES REPRESENTED
      HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES
      NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
      STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL
      (IF THE COMPANY SO REQUESTS), IS AVAILABLE.” 

   

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

   

  5.4   Additional
      Shares or Substituted Securities.  In the event of the declaration of a stock dividend, the declaration of an extraordinary
    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 hereof. Appropriate adjustments to reflect the distribution of such securities or property shall be made to
    the number and/or class of Common Stock subject to this Section 5 and Section 3 hereof.

   

  5.5   Registration
      Rights.  The Subscriber acknowledges that the Shares are being purchased and subscribed for pursuant to an exemption
    from the registration requirements of the Securities Act and will become freely tradable only after certain conditions are met
    or they are registered pursuant to a registration rights agreement to be entered into with the Company prior to the closing of
    the IPO (the “Registration Rights Agreement”).

   

  6.   Other Agreements.

   

  6.1   Further
      Assurances.  The Subscriber agrees to execute such further instruments and to take such further action as may reasonably
    be necessary to carry out the intent of this Agreement.

   

  6.2   Notices.  All
    notices, statements or other documents which are required or contemplated by this Agreement shall be in writing and delivered:
    (i) personally or sent by first class registered or certified mail, overnight courier service or facsimile or electronic transmission
    to the address designated in writing, (ii) by facsimile to the number most recently provided to such party or such other address
    or fax number as may be designated in writing by such party and (iii) by electronic mail, to the email address most recently provided
    to such party or such other email address as may be designated in writing by such party. Any notice or other communication so transmitted
    shall be deemed to have been given on the day of delivery, if delivered personally, on the business day following receipt of written
    confirmation, if sent by facsimile or electronic transmission, one (1) business day after delivery to an overnight courier service
    or five (5) days after mailing if sent by mail.

   

  
  
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  6.3   Entire
      Agreement.  This Agreement, together with the Insider Letter and the Registration Rights Agreement, each substantially
    in the form to be filed as an exhibit to the Company’s Registration Statement on Form S-1 for the IPO, embodies the entire
    agreement and understanding between the Subscriber and the Company with respect to the subject matter hereof and supersedes all
    prior oral or written agreements and understandings relating to the subject matter hereof. No statement, representation, warranty,
    covenant or agreement of any kind not expressly set forth in this Agreement shall affect, or be used to interpret, change or restrict,
    the express terms and provisions of this Agreement. 

   

  6.4   Modifications
      and Amendments.  The terms and provisions of this Agreement may be modified or amended only by written agreement
    executed by all parties hereto.

   

  6.5   Waivers
      and Consents.  The terms and provisions of this Agreement may be waived, or consent for the departure therefrom granted,
    only by a written document executed by the party entitled to the benefits of such terms or provisions. No such waiver or consent
    shall be deemed to be or shall constitute a waiver or consent with respect to any other terms or provisions of this Agreement,
    whether or not similar. Each such waiver or consent shall be effective only in the specific instance and for the purpose for which
    it was given, and shall not constitute a continuing waiver or consent.

   

  6.6   Assignment.  The
    rights and obligations under this Agreement may not be assigned by either party hereto without the prior written consent of the
    other party.

   

  6.7   Benefit.  All
    statements, representations, warranties, covenants and agreements in this Agreement shall be binding on the parties hereto and
    shall inure to the benefit of the respective successors and permitted assigns of each party hereto. Nothing in this Agreement shall
    be construed to create any rights or obligations except among the parties hereto, and no person or entity shall be regarded as
    a third-party beneficiary of this Agreement.

   

  6.8   Governing
      Law.  This Agreement and the rights and obligations of the parties hereunder shall be construed in accordance with
    and governed by the laws of the State of New York applicable to contracts wholly performed within the borders of such state.

   

  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.

   

  
  
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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;
      Electronic Signature.  This Agreement may be executed in one or more counterparts, all of which when taken together
    shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and
    delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature
    is delivered by facsimile transmission or any other form of electronic delivery, such signature shall create a valid and binding
    obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such signature
    page were an original thereof. The words “execution,” “signed,” “signature,” and words of like
    import in this Agreement or in any other certificate, agreement or document related to this Agreement shall include images of manually
    executed signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf”, “tif”
    or “jpg”) and other electronic signatures (including, without limitation, DocuSign and AdobeSign). The use of electronic
    signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated,
    received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed
    signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal
    Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other
    applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial
    Code.

   

  6.15   Construction.  The
    parties hereto have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of intent
    or interpretation arises, this Agreement will be construed as if drafted jointly by the parties hereto and no presumption or burden
    of proof will arise favoring or disfavoring any party hereto because of the authorship of any provision of this Agreement. The
    words “include,” “includes,” and “including” will be deemed to be followed by “without
    limitation.” Pronouns in masculine, feminine, and neuter genders will be construed to include any other gender, and words
    in the singular form will be construed to include the plural and vice versa, unless the context otherwise requires. The words “this
    Agreement,” “herein,” “hereof,” “hereby,” “hereunder,” and words of similar
    import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The parties hereto
    intend that each representation, warranty, and covenant contained herein will have independent significance. If any party hereto
    has breached any representation, warranty, or covenant contained herein in any respect, the fact that there exists another representation,
    warranty or covenant relating to the same subject matter (regardless of the relative levels of specificity) which such party hereto
    has not breached will not detract from or mitigate the fact that such party hereto is in breach of the first representation, warranty,
    or covenant.

   

  6.16   Mutual
      Drafting.  This Agreement is the joint product of the Subscriber and the Company and each provision hereof has been
    subject to the mutual consultation, negotiation and agreement of such parties and shall not be construed for or against any party
    hereto.

   

  7.   Voting and Tender
      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 or repurchase with respect
    to any of the Shares in connection with an initial business combination or any amendment to the Organizational Documents, as amended,
    prior to an initial business combination. Additionally, the Subscriber agrees not to tender any Shares in connection with a 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 the other against any loss, cost or damages (including reasonable attorney’s fees and expenses) incurred
    as a result of such party’s breach of any representation, warranty, covenant or agreement in this Agreement.

   

  (Signature Page Follows)

   

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

   

  	 	 	Very truly yours,
	 	 	 
	 	 	Mercury Ecommerce acquisition corp.
	 	 	 
	 	 	By:	/s/ Winston Gilpin
	 	 	 	Winston Gilpin
	 	 	 	Chief Financial Officer
	 	 	 	 
	mercury sponsor group i LLC	 	 	 
	 	 	 	 	 
	By:	/s/ R. Andrew White	 	 	 
	 	R. Andrew White	 	 	 
	 	President and Chief Executive Officer	 	 	 


   

  Signature Page to Securities Subscription
      Agreement