Exhibit
10.5 


 


October 6,
2020


 


Vy Global Growth


Floor 4, Willow House, Cricket
Square


Grand Cayman, KY1-9010


Cayman Islands


 


	Re:	Initial Public
                                         Offering



 


Ladies and
Gentlemen:


 


This
letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement
(the “Underwriting Agreement”) entered into by and among Vy Global Growth, a Cayman Islands exempted
company (the “Company”), and Morgan Stanley & Co. LLC and Deutsche Bank Securities Inc., as representatives
(the “Representatives”) of the several underwriters named therein (the “Underwriters”),
relating to an underwritten initial public offering (the “Public Offering”) of 57,500,000 of the Company’s
units (including 7,500,000 units that may be purchased pursuant to the Underwriters’ option to purchase additional units,
the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001
per share (the “Ordinary Shares”), and one-fifth of one redeemable warrant (each whole warrant, a “Warrant”).
Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment.
The Units will be sold in the Public Offering pursuant to a registration statement on Form S-1 and a prospectus (the “Prospectus”)
filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”). Certain capitalized
terms used herein are defined in paragraph 1 hereof.


 


In
order to induce the Company and the Underwriters to enter into the Underwriting Agreement and to proceed with the Public Offering
and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Vy Global Growth
Management Co. (the “Sponsor”) and each of the undersigned (each, an “Insider”
and, collectively, the “Insiders”) hereby agree with the Company as follows:


 


1.                   
Definitions. As used herein, (i) “Business Combination”
shall mean a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one
or more businesses or entities; (ii) “Founder Shares” shall mean the 14,375,000 Class B ordinary shares
of the Company, par value $0.0001 per share, outstanding prior to the consummation of the Public Offering; (iii) “Private
Placement Warrants” shall mean the warrants that will be acquired by the Sponsor for an aggregate purchase price
of $12,000,000 (or up to $13,500,000 if the Underwriters’ exercise their option to purchase additional units in full) in
a private placement that shall close simultaneously with the consummation of the Public Offering (including the Ordinary Shares
issuable upon exercise of such Private Placement Warrants thereof); (iv) “Public Shareholders” shall
mean the holders of Ordinary Shares included in the Units issued in the Public Offering; (v) “Public Shares”
shall mean the Ordinary Shares included in the Units issued in the Public Offering; (vi) “Trust Account”
shall mean the trust account into which a portion of the net proceeds of the Public Offering and the sale of the Private Placement
Warrants shall be deposited; (vii) “Transfer” shall mean the (a) sale of, offer to sell, contract or
agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly
or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call
equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations
of the Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement that transfers
to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is
to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any
transaction specified in clause (a) or (b); and (viii) “Charter” shall mean the Company’s Amended
and Restated Memorandum and Articles of Association, as the same may be amended from time to time.


 






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		2.	Representations
                                         and Warranties.



 


(a)                      
The Sponsor and each Insider, with respect to itself, herself or himself, represent and warrant
to the Company that it, she or he has the full right and power, without violating any agreement to which it, she or he is bound
(including, without limitation, any non-competition or non-solicitation agreement with any employer or former employer), to enter
into this Letter Agreement, and, as applicable, to serve as an officer of the Company and/or a director on the Company’s
Board of Directors (the “Board”), as applicable, and each Insider hereby consents to being named in
the Prospectus, road show and any other materials as an officer and/or director of the Company, as applicable.


 


(b)                     
Each Insider represents and warrants, with respect to herself or himself, that such Insider’s
biographical information furnished to the Company (including any such information included in the Prospectus) is true and accurate
in all material respects and does not omit any material information with respect to such Insider’s background. The Insider’s
questionnaire furnished to the Company is true and accurate in all material respects. Each Insider represents and warrants that
such Insider is not subject to or a respondent in any legal action for, any injunction, cease-and-desist order or order or stipulation
to desist or refrain from any act or practice relating to the offering of securities in any jurisdiction; such Insider has never
been convicted of, or pleaded guilty to, any crime (i) involving fraud, (ii) relating to any financial transaction or handling
of funds of another person, or (iii) pertaining to any dealings in any securities and such Insider is not currently a defendant
in any such criminal proceeding; and such Insider has never been suspended or expelled from membership in any securities or commodities
exchange or association or had a securities or commodities license or registration denied, suspended or revoked.


 


3.                     
Business Combination Vote. It is acknowledged and agreed that the Company shall not
enter into a definitive agreement regarding a proposed Business Combination without the prior consent of the Sponsor. The Sponsor
and each Insider, with respect to itself or herself or himself, agrees that if the Company seeks shareholder approval of a proposed
initial Business Combination, then in connection with such proposed initial Business Combination, it, she or he, as applicable,
shall vote all Founder Shares and any Public Shares held by it, her or him, as applicable, in favor of such proposed initial Business
Combination (including any proposals recommended by the Board in connection with such Business Combination) and not redeem any
Public Shares held by it, her or him, as applicable, in connection with such shareholder approval.


 


		4.	Failure
                                         to Consummate a Business Combination; Trust Account Waiver.



 


(a)                     
The Sponsor and each Insider hereby agree, with respect to itself, herself or himself, that
in the event that the Company fails to consummate its initial Business Combination within the time period set forth in the Charter,
the Sponsor and each Insider shall take all reasonable steps to cause the Company to (i) cease all operations except for the purpose
of winding up; (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem 100% of the Public
Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest
earned on the funds held in the Trust Account and not previously released to the Company to pay income taxes (less up to $100,000
of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely
extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions,
if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s
remaining shareholders and the Board, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to the Company’s
obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of
applicable law. The Sponsor and each Insider agree not to propose any amendment to the Charter (i) that would modify the substance
or timing of the Company’s obligation to provide holders of the Public Shares the right to have their shares redeemed in
connection with an initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete an initial
Business Combination within the required time period set forth in the Charter or (ii) with respect to any provision relating to
the rights of holders of Public Shares unless the Company provides its Public Shareholders with the opportunity to redeem their
Public Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on
deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to
the Company to pay income taxes, if any, divided by the number of then-outstanding Public Shares.


 






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(b)                     
The Sponsor and each Insider, with respect to itself, herself or himself, acknowledges that
it, she or he has no right, title, interest or claim of any kind in or to any monies held in the Trust Account or any other asset
of the Company as a result of any liquidation of the Company with respect to the Founder Shares held by it, her or him, if any.
The Sponsor and each Insider hereby further waives, with respect to any Founder Shares and Public Shares held by it, her or him,
as applicable, any redemption rights it, she or he may have in connection with (x) the completion of the Company’s initial
Business Combination, and (y) a shareholder vote to approve an amendment to the Charter (i) that would modify the substance or
timing of the Company’s obligation to provide holders of the Public Shares the right to have their shares redeemed in connection
with an initial Business Combination or to redeem 100% of the Public Shares if the Company has not consummated an initial Business
Combination within the time period set forth in the Charter or (ii) with respect to any provision relating to the rights of holders
of Public Shares (although the Sponsor and the Insiders shall be entitled to liquidation rights with respect to any Public Shares
they hold if the Company fails to consummate a Business Combination within the required time period set forth in the Charter).


 


		5.	Lock-up;
                                         Transfer Restrictions.



 


(a)                      
The Sponsor and the Insiders agree that they shall not Transfer any Founder Shares (the “Founder
Shares Lock-up”) until the earlier of (A) one year after the completion of the Company’s initial Business
Combination and (B) the date following the completion of an initial Business Combination on which the Company completes a liquidation,
merger, share exchange, reorganization or other similar transaction that results in all of the Public Shareholders having the
right to exchange their Ordinary Shares for cash, securities or other property (the “Founder Shares Lock-up Period”).
Notwithstanding the foregoing, if, subsequent to a Business Combination, the closing price of the Ordinary 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 Founder Shares shall be released from the Founder Shares Lock-up.


 


(b)                      
Subject to the provisions set forth in paragraph 5(c), the Sponsor and Insiders agree
that they shall not effectuate any Transfer of Private Placement Warrants or the Ordinary Shares underlying such Private Placement
Warrants until 30 days after the completion of an initial Business Combination.


 






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(c)                      
Notwithstanding the provisions set forth in paragraphs 5(a) and (b), Transfers
of the Founder Shares, Private Placement Warrants or Ordinary Shares underlying the Private Placement Warrants are permitted (a)
to the Company’s officers or directors, any affiliates or family member of any of the Company’s officers or directors,
any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees of such affiliates;
(b) in the case of an individual, by gift to a member of one of the individual’s immediate family or to a trust, the beneficiary
of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization;
(c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case
of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with
the consummation of a Business Combination at prices no greater than the price at which the Founder Shares, Private Placement
Warrants or Ordinary Shares underlying the Private Placement Warrants, as applicable, were originally purchased; (f) by virtue
of the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; (g) to the Company for no value
for cancellation in connection with the consummation of its initial Business Combination; (h) in the event of the Company’s
liquidation prior to the completion of its initial Business Combination; or (i) in the event of completion of a liquidation, merger,
share exchange or other similar transaction which results in all of the Company’s Public Shareholders having the right to
exchange their Ordinary Shares for cash, securities or other property subsequent to the completion of an initial Business Combination;
provided, however, that in the case of clauses (a) through (f) these permitted transferees must enter into a written
agreement agreeing to be bound by these transfer restrictions.


 


(d)                     
During the period commencing on the effective date of the Underwriting Agreement and ending
180 days after such date, the Sponsor and each Insider shall not, without the prior written consent of the Representatives, Transfer
any Units, Ordinary Shares, Warrants or any other securities convertible into, or exercisable or exchangeable for, Ordinary Shares
held by it, her or him, as applicable, subject to certain exceptions enumerated in Section 5(c) of this Agreement and Section
5(h) of the Underwriting Agreement.


 


6.                     
Remedies. The Sponsor and each of the Insiders hereby agree and acknowledge that (i)
each of the Underwriters and the Company would be irreparably injured in the event of a breach by the Sponsor or such Insider
of its, her or his obligations, as applicable under paragraphs 3, 4, 5, 7, 10 and 11,
(ii) monetary damages may not be an adequate remedy for such breach and (iii) the non-breaching party shall be entitled to injunctive
relief, in addition to any other remedy that such party may have in law or in equity, in the event of such breach.


 


7.                     
Payments by the Company. Except as disclosed in the Prospectus, neither the Sponsor
nor any affiliate of the Sponsor nor any director or officer of the Company nor any affiliate of the directors and officers shall
receive from the Company any finder’s fee, reimbursement, consulting fee, monies in respect of any payment of a loan or
other compensation prior to, or in connection with any services rendered in order to effectuate the consummation of the Company’s
initial Business Combination (regardless of the type of transaction that it is).


 


8.                     
Director and Officer Liability Insurance. The Company will maintain an insurance policy
or policies providing directors’ and officers’ liability insurance, and the Insiders shall be covered by such policy
or policies, in accordance with its or their terms, to the maximum extent of the coverage available for any of the Company’s
directors or officers.


 


9.                     
Termination. This Letter Agreement shall terminate on the earlier of (i) the expiration
of the Founder Shares Lock-up Period and (ii) the liquidation of the Company; provided, however, that this Letter
Agreement shall terminate in the event that the Public Offering is not consummated and closed by December 31, 2020; provided
further that paragraph 10 of this Letter Agreement shall survive such liquidation.


 






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10.                     
Indemnification. In the event of the liquidation of the Trust Account upon the failure
of the Company to consummate its initial Business Combination within the time period set forth in the Charter, the Sponsor (the
 “Indemnitor”) agrees to indemnify and hold harmless the Company against any and all loss, liability,
claim, damage and expense whatsoever (including, but not limited to, any and all legal or other expenses reasonably incurred in
investigating, preparing or defending against any litigation, whether pending or threatened) to which the Company may become subject
as a result of any claim by (i) any third party for services rendered or products sold to the Company (except for the Company’s
independent auditors) or (ii) any prospective target business with which the Company has discussed entering into a transaction
agreement (a “Target”); provided, however, that such indemnification of the Company by
the Indemnitor (x) shall apply only to the extent necessary to ensure that such claims by a third party for services rendered
or products sold to the Company or a Target do not reduce the amount of funds in the Trust Account to below the lesser of (i)
$10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation
of the Trust Account if less than $10.00 per Public Share due to reductions in the value of the trust assets, in each case net
of interest that may be withdrawn to pay the Company’s tax obligations, (y) shall not apply to any claims by a third party
or Target who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable)
and (z) shall not apply to any claims under the Company’s indemnity of the Underwriters against certain liabilities, including
liabilities under the Securities Act of 1933, as amended. The Indemnitor shall have the right to defend against any such claim
with counsel of its choice reasonably satisfactory to the Company if, within 15 days following written receipt of notice of the
claim to the Indemnitor, the Indemnitor notifies the Company in writing that it shall undertake such defense.


 


11.                     
Forfeiture of Founder Shares. To the extent that the Underwriters do not exercise
their option to purchase additional Units within 45 days from the date of the Prospectus in full (as further described in the
Prospectus), the Sponsor agrees to automatically surrender to the Company for no consideration, for cancellation at no cost, an
aggregate number of Founder Shares so that the number of Founder Shares will equal of 20% of the sum of the total number of Ordinary
Shares and Founder Shares outstanding at such time. The Sponsor and Insiders further agree that to the extent that the size of
the Public Offering is increased or decreased, the Company will effect a share capitalization or a share repurchase, as applicable,
with respect to the Founder Shares immediately prior to the consummation of the Public Offering in such amount as to maintain
the number of Founder Shares at 20% of the sum of the total number of Ordinary Shares and Founder Shares outstanding at such time.


 


12.                     
Entire Agreement. This Letter Agreement constitutes the entire agreement and understanding
of the parties hereto in respect of the subject matter hereof and supersedes all prior understandings, agreements, or representations
by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof or the transactions
contemplated hereby. This Letter Agreement may not be changed, amended, modified or waived (other than to correct a typographical
error) as to any particular provision, except by a written instrument executed by (1) each Insider that is the subject of any
such change, amendment, modification or waiver and (2) the Sponsor.


 


13.                     
Assignment. No party hereto may assign either this Letter Agreement or any of its
rights, interests, or obligations hereunder without the prior written consent of the other parties. Any purported assignment in
violation of this paragraph shall be void and ineffectual and shall not operate to transfer or assign any interest or title to
the purported assignee. This Letter Agreement shall be binding on the Sponsor, each of the Insiders and each of their respective
successors, heirs, personal representatives and assigns and permitted transferees.


 


14.                     
Counterparts. This Letter Agreement may be executed in any number of original or facsimile
counterparts, and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall
together constitute but one and the same instrument.


 


15.                     
Effect of Headings. The paragraph headings herein are for convenience only and are
not part of this Letter Agreement and shall not affect the interpretation thereof.


 






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16.                     
Severability. This Letter Agreement shall be deemed severable, and the invalidity
or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Letter Agreement or
of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties
hereto intend that there shall be added as a part of this Letter Agreement a provision as similar in terms to such invalid or
unenforceable provision as may be possible and be valid and enforceable.


 


17.                     
Governing Law. This Letter Agreement shall be governed by and construed and enforced
in accordance with the laws of the State of New York, without giving effect to conflicts of law principles that would result in
the application of the substantive laws of another jurisdiction. The parties hereto (i) all agree that any action, proceeding,
claim or dispute arising out of, or relating in any way to, this Letter Agreement shall be brought and enforced in the courts
of New York City, in the State of New York, and irrevocably submit to such jurisdiction and venue, which jurisdiction and venue
shall be exclusive, and (ii) waive any objection to such exclusive jurisdiction and venue or that such courts represent an inconvenient
forum.


 


18.                     
Notices. Any notice, consent or request to be given in connection with any of the
terms or provisions of this Letter Agreement shall be in writing and shall be sent by express mail or similar private courier
service, by certified mail (return receipt requested), by hand delivery or facsimile or other electronic transmission.


 


[Signature
Page Follows]





 






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	 	Sincerely,
	 	 
	 	Vy Global Growth Management
    Co.
	 	 
	 	By:	/s/
    John Hering        
	 	Name: John Hering
	 	Title: Manager
	 	 
	 	Alexander Tamas
	 	 
	 	By: 	/s/
    Alexander Tamas
	 	 
	 	John Hering
	 	 
	 	By:	/s/
    John Hering
	 	 
	 	Katja Lake
	 	 
	 	By:	/s/
    Katja Lake
	 	 
	 	Daniel Schwarz
	 	 
	 	By: 	/s/
    Daniel Schwarz
	 	 
	 	Hugo Barra
	 	 
	 	By: 	/s/
    Hugo Barra
	 	 
	 	Julie Herendeen
	 	 
	 	By: 	/s/
    Julie Herendeen
	 	 
	 	Steve Huffman
	 	 
	 	By: 	/s/
    Steve Huffman
	 	 
	 	Sujay Jaswa
	 	 
	 	By: 	/s/
    Sujay Jaswa



   


[Signature to
Letter Agreement]


 



     


     


    

 


	 	Justin Kan
	 	 
	 	By: 	/s/
    Justin Kan
	 	 
	 	Javier Olivan
	 	 
	 	By: 	/s/
    Javier Olivan




 


Acknowledged and Agreed:


 


Vy Global Growth


 


	By:	/s/
    John Hering	 




Name: John Hering


Title: Chief Executive Officer


 


[Signature
to Letter Agreement]