Exhibit 10.5


 


Enterprise 4.0 Technology Acquisition Corp.

260 Madison Avenue


Suite 800


New York, NY 10016


 


July 9, 2021


 


ENT4.0 Technology Sponsor LLC


533 Airport Blvd


Suite 400


Burlingame, CA 94010


 


		RE:	Securities
Subscription Agreement




 


Ladies and Gentlemen:


 


Enterprise 4.0 Technology Acquisition Corp., a
Cayman Islands exempted company (the “Company”), is pleased to accept the offer ENT4.0 Technology Sponsor LLC, a Cayman
Islands limited liability company (the “Subscriber” or “you”), has made to subscribe for 7,187,500
Class B ordinary shares of the Company (the “Shares”), $0.0001 par value per share (the “Class B Shares”),
up to 937,500 of which are subject to surrender and cancellation by you if the underwriters of the Company’s initial public offering
(“IPO”) of units (“Units”) do not fully exercise their over-allotment option (the “Over-allotment
Option”). For the purposes of this Agreement, references to “Ordinary Shares” are to, collectively, the Class
B Shares and the Company’s Class A ordinary shares, $0.0001 par value per share (the “Class A Shares”). Pursuant
to the Company’s memorandum and articles of association (the “Articles”), Class B Shares will convert into Class
A shares on a one-for-one basis, subject to adjustment, upon the terms and conditions set forth in the Articles. 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 (this “Agreement”) 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 for Shares.


 


For the sum of $25,000 (the “Purchase
Price”), which the Company acknowledges receiving in cash, the Company hereby issues the Shares to the Subscriber, and the Subscriber
hereby subscribes for and purchases the Shares from the Company, 937,500 of which are subject to surrender and cancellation, 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 update its Register of Members accordingly. All references in this Agreement to shares of the Company being surrendered and cancelled
shall take effect as surrenders and cancellations for no consideration of such shares as a matter of Cayman Islands law. Upon the issuance
of the Shares, the Subscriber surrenders for no consideration the one Class B ordinary share of the Company currently 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 formation and governing documents 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 Organization and Authority. The Subscriber
is a Cayman Islands limited liability company, validly existing and in good standing under the laws of the Cayman Islands and possesses
all requisite power and authority necessary to carry out the transactions contemplated by this Agreement. Upon execution and delivery
by you, this Agreement will be a legal, valid and binding agreement of 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 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.


 






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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 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 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. 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, necessary or appropriate 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 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 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 Articles, (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.


 






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2.2.3 Title to Shares. Upon issuance in
accordance with, and payment pursuant to, the terms hereof and the Articles, and registration on the register of members of the Company,
the Shares will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the
terms hereof the Subscriber will have or receive good title to the Shares, free and clear of all liens, claims and encumbrances of any
kind, other than (a) transfer restrictions hereunder and 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 seeks 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 (and, if applicable, any transferee of Shares) shall surrender for cancellation 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 surrender, the Subscriber (and any such transferees) will own an aggregate number of Shares (not including
any private placement securities or Class A Shares issuable upon exercise of any warrants or any securities purchased by Subscriber in
the IPO or in the aftermarket) equal to 20% of the issued and outstanding Ordinary Shares immediately following the IPO.


 


3.2 Termination of Rights as Shareholder.
If any of the Shares are surrendered and cancelled 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 securities in the IPO or in the aftermarket, any Class A 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 held by
it into funds held in the Trust Account upon the successful completion of an initial business combination.


 






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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 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
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. 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, Subscriber will agree (subject to certain 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
or (B) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction after its initial business
combination that results in all of its shareholders having the right to exchange their Ordinary Shares for cash, securities or other property.
Notwithstanding the foregoing, if the last sale price of the Class A Shares equals or exceeds $12.00 per share (as adjusted for share
sub-divisions, share capitalizations, 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, the Shares will be released from the Lock-up.


 


5.3 Restrictive Legends. All certificates
representing the Shares shall have endorsed thereon legends substantially as follows:


 


“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED
UNDER THE 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.”


 


5.4 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 Ordinary Shares without receipt of consideration, any new, substituted or additional securities or other property which are
by reason of such transaction distributed with respect to any Shares subject to this Section 5 or into which such Shares thereby become
convertible shall immediately be subject to this Section 5 and Section 3. Appropriate adjustments to reflect the distribution of such
securities or property shall be made to the number and/or class of Ordinary Shares subject to this Section 5 and Section 3.


 






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5.5 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 (the “Registration Rights Agreement”).


 


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 and (iii) by electronic mail, to the electronic mail address most recently provided to such party or such other electronic
mail address as may be designated in writing by such party. Any notice or other communication so transmitted shall be deemed to have been
given on the day of delivery, if delivered personally, on the business day following receipt of written confirmation, if sent by facsimile
or electronic transmission, one (1) business day after delivery to an overnight courier service or five (5) days after mailing if sent
by mail.


 


6.3 Entire Agreement. This Agreement, together
with that certain Insider Letter to be entered into between Subscriber and the Company and the Registration Rights Agreement, each substantially
in the form to be filed as an exhibit to the Registration Statement, 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.


 


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.


 






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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.


 






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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 any of the 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.


 


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,
	 	 
	 	Enterprise 4.0 Technology Acquisition Corp.
	 	 
	 	By:	/s/ Eric Benhamou
	 		Name:   	Eric Benhamou
	 	 	Title:	Director



 


	Accepted and agreed, June 29, 2021	 
	 	 
	ENT4.0 Technology Sponsor LLC	 
	 	 
	By:	/s/ Steven Fletcher	 
	 	Name:   	Steven Fletcher	 
	 	Title: 	Managing Member 	 






 


[Signature page to Subscription Agreement]