Exhibit
10.5


 


VISION
SENSING ACQUISITION CORP.


Suite
500, 78 SW 7th Street


Miami,
Florida 33130


 


September
2, 2021


 


Vision
Sensing LLC


Suite
500, 78 SW 7th Street


Miami,
Florida 33130


 


RE:
Securities Subscription Agreement


 


Ladies
and Gentlemen:


 


This
agreement (this “Agreement”) is entered into on August 20, 2021 by and between Vision Sensing LLC, a Delaware limited
liability company (the “Subscriber” or “you”), and Vision Sensing Acquisition Corp., a Delaware
corporation (the “Company”, “we” or “us”). Pursuant to the terms hereof, the
Company hereby accepts the offer the Subscriber has made to purchase 2,530,000 shares (the “Shares”) of Class B common
stock, $0.0001 par value per share (the “Class B Common Stock”), up to 330,000 of which are subject to forfeiture
by you if the underwriters of the initial public offering (“IPO”) of units of the Company (the “Units”)
do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s
agreements regarding such Shares are as follows:


 


1.
Purchase 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 purchases 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, at its option, deliver to the Subscriber a certificate registered in the Subscriber’s name
representing the Shares (the “Original Certificate”), or effect such delivery 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 (a) the formation and governing documents of the Subscriber,
(b) any agreement, indenture or instrument to which the Subscriber is a party, or (c) 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 Delaware limited liability company, validly existing and in good standing under
the laws 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 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.


 


(a)
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 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.


 


(b)
Subscriber must bear the economic risk of this investment
until the Shares are sold pursuant to: (i) an effective registration statement under the Securities Act or (ii) an exemption from registration
available with respect to such sale. Subscriber is able to bear the economic risks of an investment in the Shares and to afford a complete
loss of Subscriber’s investment in the Shares.


 


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


 


2.1.6
Regulation D Offering. Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a)
of Regulation D promulgated under 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 promulgated 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(c) of Regulation D promulgated 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 section (a)(3) of Rule 144 promulgated under the Securities Act (“Rule 144”), and Subscriber
understands that the Certificates (as defined in Section 3.3) 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 (a) registration under the Securities Act covering such
offer, resale, pledge or other transaction or (b) 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, Subscriber may not be able to
rely on Rule 144 promulgated under the Securities Act with respect to 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.


 




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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
Organization 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 (a) the certificate of incorporation or by-laws of the
Company, (b) any agreement, indenture or instrument to which the Company is a party, or (c) any law, statute, rule or regulation to which
the Company is subject, or any agreement, order, judgment or decree to which the Company is subject.


 


2.2.3
Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, 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 other agreements to which the Shares may be subject which have been notified to the Subscriber in writing,
(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
that: (a) seek to restrain, enjoin, prevent the consummation of or otherwise affect the transactions contemplated by this Agreement or
(b) question the validity or legality of any transactions or seeks to recover damages or to obtain other relief in connection with any
transactions.


 


3.
Forfeiture of Shares.


 


3.1
Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the underwriters of the
IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees of the Shares
(such transferees, the “Initial Stockholders”)) shall forfeit any and all rights to such number of Shares (up to an
aggregate of 330,000 Shares, pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately
following such forfeiture, the Subscriber (and all other Initial Stockholders prior to the IPO, if any) will own an aggregate number
of Shares (not including any Shares issuable upon exercise of any warrants or any shares of Class A common stock, par value $0.0001 per
share (the “Class A Common Stock”, together with the Class B Common Stock, the “Common Stock”)
purchased by Subscriber or any other Initial Stockholder in the IPO or in the aftermarket) equal to 20% of the issued and outstanding
Shares immediately following the IPO.


 




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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 Initial Stockholder or other 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.


 


3.3
Share Certificates. In the event an adjustment to the original certificates representing
the Shares (the “Original Certificates”), if any, is required pursuant to this Section 3,
then the Subscriber shall return such Original Certificates to the Company or its designated agent as soon as practicable upon its receipt
of Notice (as defined in Section 6.2) from the Company advising Subscriber of such adjustment, following which a new certificate
representing the Shares (the “New Certificate” and together with the Original Certificates, the “Certificates”),
if any, shall be issued in such amount representing the adjusted number of Shares held by the Subscriber. The New Certificate, if any,
shall be returned to the Subscriber as soon as practicable. Any such adjustment for any uncertificated securities held by the Subscriber
shall be made in book-entry form.


 


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 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 Units in the
IPO or shares of Class A Common Stock in the aftermarket, any additional shares of Class A Common Stock included in the Units or shares
of Class A Common Stock 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 Shares into funds held in the Trust Account upon the successful completion of an initial
business combination.


 


5.
Restrictions on Transfer.


 


5.1
Securities Law Restrictions. In addition to any restrictions to be contained in that certain letter agreement (commonly known
as an “Insider Letter”) by and between Subscriber and the Company to be dated as of the closing of the IPO, 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 offer and sale of
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 (i) under the Securities
Act and the rules promulgated thereunder by the Securities and Exchange Commission and (ii) with respect to 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.


 




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5.3
Restrictive Legends. Any Certificates shall have endorsed thereon legends substantially as follows:


 


“THE
OFFER AND SALE OF 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 COVERING SUCH OFFER, SALE, TRANSFER, PLEDGE OR OTHER DISPOSAL 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 dividend, the declaration of an extraordinary
dividend payable in a form other than Common Stock, a spin-off, a share split, an adjustment in conversion ratio, a recapitalization
or a similar transaction affecting the Company’s outstanding shares of 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
or class of Shares subject to this Section 5 and Section 3.


 


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 the offer and sale of the
Shares is registered under the Securities Act pursuant to that certain registration rights agreement to be dated as of the closing of
the IPO by and between Subscriber, the Company, and the other parties thereto (the “Registration Rights Agreement”)
prior to the closing of the IPO.


 


6.
Other Agreements.


 


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


 


6.2
Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”)
shall be in writing and addressed to the parties at the addresses set forth on the first page of this Agreement (or to such other address
that may be designated by the receiving party from time to time in accordance with this Section 6.2). A Notice shall be deemed
to have been given (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a
nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or email (with confirmation of transmission)
if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient;
or (d) on the third day after the date mailed, by certified or registered mail (in each case, return receipt requested, postage pre-paid).


 


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 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.


 




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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
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.


 


6.6
Successors and Assigns; No Third-Party Beneficiaries. This Agreement shall be binding upon and shall inure to the benefit of the
parties hereto and their respective permitted successors and permitted assigns. This Agreement is for the sole benefit of the parties
hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon
any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.


 


6.7
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.


 


6.8
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.


 


6.9
Waivers and Consents. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in
writing and signed by the party so waiving. No waiver by any party shall operate or be construed as a waiver in respect of any failure,
breach, or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring
before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this
Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or
privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. No
Notice on a party not expressly required under this Agreement shall entitle the party receiving such Notice to any other or further Notice
in similar or other circumstances or constitute a waiver of the rights of the party giving such Notice to any other or further action
in any circumstances without such Notice.


 


6.10
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.


 


6.11
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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6.12
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.


 


6.13
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.


 


6.14
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.


 


6.15
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 the Subscriber shall not seek redemption with respect to
such Shares. Additionally, the Subscriber agrees not to tender any Shares in connection with a tender offer presented to the Company’s
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,


 


	 	Vision
    Sensing Acquisition Corp.
	 	 	 
	 	By:	/s/
    Garry Richard Stein
	 	Name:	Garry
    Richard Stein
	 	Title:
    	Chief
    Executive Officer


 


Accepted
and agreed as of the date first written above.


 


	Vision
    Sensing LLC	 
	 	 	 
	By:	/s/
    George Cho Yiu So	 
	Name:	George
    Cho Yiu So	 
	Title:	Managing
    Member	 


 





[Signature
Page to Securities Subscription Agreement]