Exhibit 10.5


 


ACCELERATION ACQUISITION CORPORATION


1000 N West Street, Suite 1200


Wilmington, DE 19801


 


	AAC Management LLC	September 11, 2020



1000 N West Street, Suite 1200


Wilmington, DE 19801


 


RE:
Securities Subscription Agreement


 


Ladies and Gentlemen:


 


Acceleration Acquisition
Corporation, a Delaware corporation (the “Company”), is pleased to accept the offer AAC Management LLC, a Delaware
limited liability company (the “Subscriber” or “you”), has made to subscribe for 8,625,000
shares of Class B common stock (the “Shares”), $0.0001 par value per share, of the Company (the “Class B
Shares”), up to 1,125,000 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 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 Formation, Registration
and Authority. The Subscriber is a Delaware limited liability company formed and registered, 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 (as defined below) 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: (i) an
effective registration statement under the Securities Act or (ii) 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.


 


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.


 






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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 of 1933, as amended (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 decide to 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 any certificates or book-entries
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. 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.


 






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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 Delaware corporation and is qualified to do business in every jurisdiction in which the
failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results
or assets of the Company. The Company possesses all requisite corporate power and authority necessary to carry out the transactions
contemplated by this Agreement.


 


2.2.2 No Conflicts.
The execution, delivery and performance of this Agreement and the consummation by the Company of the transactions contemplated
hereby do not violate, conflict with or constitute a default under (i) the Company’s Certificate of Incorporation or Bylaws,
as amended to the date hereof (collectively, the “Organizational Documents”), (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 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 (a) transfer restrictions hereunder and under the 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 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 hereby 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) 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 1,125,000 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).


 






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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 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 (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, 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. Pursuant to the Insider Letter, the Subscriber will agree (subject to certain customary exceptions) not to sell,
transfer, pledge, hypothecate or otherwise dispose of all or any part of the Shares until the earlier to occur of: (a) one
year after the completion of the Company’s initial business combination, (b) if the last sale price of the Class A Shares
equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, rights issuances, subdivisions, reorganizations,
recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the
Company’s initial business combination and (c) the date on which the Company consummates a liquidation, merger, capital
stock exchange, reorganization or other similar transaction after the Company’s initial business combination that results
in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other
property.


 






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5.3 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 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 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.” 


 


5.4 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. Appropriate adjustments to reflect the distribution of such securities or property shall be made to the number and/or class
of Ordinary Shares subject to this Section 5 and Section 3.


 


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, 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.


 






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6.3 Entire Agreement.
This Agreement, together with that certain Insider Letter to be entered into between the Subscriber and the Company and the Registration
Rights Agreement, each 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 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.


 


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 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.


 






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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 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,



	 	 	 
	 	ACCELERATION ACQUISITION CORPORATION
	 	 
	 	By:	/s/ John K. Delaney
	 	Name:	John Delaney
	 	Title:	Chief Executive Officer


 


	AAC MANAGEMENT LLC
	 	 	 
	By:	/s/ John K. Delaney	 
	Name:	John Delaney	 
	Title:	Authorized Signatory	 


  


[Signature Page to Securities Subscription
Agreement]