Exhibit 10.5


 


SECURITIES SUBSCRIPTION AGREEMENT


 


This Securities Subscription Agreement (this
 “Agreement”), effective as of July 8, 2020, is made and entered into by and between Distoken Acquisition Corporation,
a Cayman Islands exempted company (the “Company”), and Xiaosen Sponsor LLC, a Cayman Islands limited liability company
(the “Buyer”).


 


RECITALS:


 


WHEREAS, the Buyer wishes to
subscribe for an aggregate of 1,150,000 Class B ordinary shares (the “Shares”), par value $0.0001 per share, of the
Company, and the Company wishes to issue the Shares to the Buyer, on the terms and subject to the conditions set forth in this
Agreement.


 


AGREEMENT:


 


NOW, THEREFORE, in consideration
of the premises, representations, warranties and the mutual covenants contained in this Agreement, and for other good and valuable
consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto agree as follows:


 


ARTICLE I

DEFINITIONS


 


The terms defined in this Article
I shall have for all purposes of this Agreement the respective meanings set forth below:


 


“Agreement” shall have the meaning
set forth in the preamble to this Agreement.


 


“Buyer” shall have the meaning
set forth in the preamble to this Agreement.


 


“Class B ordinary shares” shall
have the meaning set forth in the recitals to this Agreement.


 


“Closing” shall have the meaning
set forth in Section 2.3 of this Agreement.


 


“Closing Date” shall have the
meaning set forth in Section 2.3 of this Agreement.


 


“Company” shall have the meaning
set forth in the preamble to this Agreement.


 


“Consent” means any consent,
approval, notification, waiver, or other similar action that is necessary or convenient.


 


“Governmental Body” shall mean
any legislature, agency, bureau, branch, department, division, commission, court, tribunal or other similar recognized organization
or body of any federal, state, county, municipal, local or foreign government or other similar recognized organization or body
exercising similar powers or authority.


 


“Law” shall mean any law (statutory,
common or otherwise), constitution, ordinance, rule, regulation, executive order or other similar authority enacted, adopted, promulgated
or applied by any Governmental Body.


 


“Lien” shall mean a mortgage,
deed of trust, pledge, hypothecation, assignment, encumbrance, charge, restriction, lien (statutory or otherwise, including, without
limitation, any lien for taxes), security interest, preference, participation interest, priority or security agreement or preferential
arrangement of any kind or nature whatsoever, including, without limitation, any conditional sale or other title retention agreement,
any financing lease having substantially the same economic effect as any of the foregoing and the filing of any document under
the law of any applicable jurisdiction to evidence any of the foregoing, other than (i) statutory, mechanics’ or other Liens
incurred in the Company’s ordinary course of business or (ii) Liens for taxes incurred but not yet due.


 






     


     


    

 





“Order” shall mean an order,
ruling, decision, award, judgment, injunction or other similar determination or finding by, before or under the supervision of
any Governmental Body or arbitrator.


 


“Permit” shall mean a permit,
license, certificate, waiver, notice or similar authorization.


 


“Subscription Price” shall have
the meaning set forth in Section 2.2 of this Agreement.


 


“SEC” shall mean the United
States Securities and Exchange Commission.


 


“Securities Act” shall mean
the United States Securities Act of 1933, as amended, or any successor federal statute, and the applicable rules and regulations
promulgated and in effect from time to time thereunder.


 


“Shares” shall have the meaning
set forth in the recitals to this Agreement.


 


ARTICLE II

SUBSCRIPTION OF THE SHARES


 


Section 2.1 Subscription and Issue
of the Shares. Subject to the terms and conditions hereof and in reliance upon the representations and warranties of the parties
contained or incorporated by reference herein, simultaneous with the execution hereof, the Company shall issue to the Buyer, and
the Buyer shall subscribe for the Shares, in consideration of the payment of the Subscription Price noted herein.


 


Section 2.2 Subscription Price.
As payment in full for the Shares being subscribed for under this Agreement and against issue of such Shares, simultaneous with
the execution hereof, the Buyer shall pay $25,000 on behalf of and at the direction of the Company by wire transfer of immediately
available funds or by such other method as may be reasonably acceptable to the Company (the “Subscription Price”).


 


Section 2.3 Closing. The closing
of the subscription and issue of the Shares (the “Closing”) shall be held on the date of this Agreement (“Closing
Date”) at the offices of Ellenoff Grossman & Schole LLP, 1345 Avenue of the Americas, New York, New York 10105, or such
other place as may be agreed upon by the parties hereto.


 


Section 2.4 Closing Deliveries.
All actions taken at the Closing shall be deemed to have been taken simultaneously.


 


(a) Buyer Deliveries. At the
Closing the Buyer shall deliver to the Company the Subscription Price.


 


(b) Company Deliveries. At the
Closing, or within a reasonable time after the Closing, the Company shall issue to the Buyer the Shares and make the necessary
entries in the Register of Members of the Company.


 


Section 2.5 Further Assurances.
The parties hereto shall execute and deliver such additional documents and take such additional actions as any party reasonably
may deem to be practical and necessary in order to consummate the transactions contemplated by this Agreement.


 


Section 2.6 Legend. Any certificate
evidencing the Shares and any certificate issued in exchange for or upon the transfer of any Shares shall be stamped or otherwise
imprinted with a legend in substantially the following form:


 


“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT
BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION,
AND MAY NOT BE TRANSFERRED IN VIOLATION OF SUCH ACT AND LAWS.”


  


“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT
TO ADDITIONAL RESTRICTIONS ON TRANSFER SET FORTH IN THE LETTER AGREEMENT BY AND BETWEEN THE COMPANY AND THE SHAREHOLDER. COPIES
OF SUCH AGREEMENT MAY BE OBTAINED FROM THE COMPANY AT THE COMPANY’S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE.”





 






     


     


    

 


ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE BUYER


 


The Buyer represents and warrants that the
statements contained in this ARTICLE III are correct and complete as of the date of this Agreement.


 


Section 3.1 Formation, Registration
and Good Standing. The Buyer is a limited liability company duly formed and registered, validly existing, and in good standing
under the laws of the Cayman Islands.


 


Section 3.2 Power and Authority;
Enforceability. This Agreement constitutes the legal, valid, and binding obligation of the Buyer, enforceable against the Buyer
in accordance with its terms. The Buyer has full entity power and authority to execute and deliver this Agreement and to perform
its obligations hereunder. The Buyer has taken all actions necessary to authorize the execution and delivery of this Agreement,
the performance of its obligations hereunder and the consummation of the transactions contemplated hereby. This Agreement has been
duly authorized, executed and delivered by, and is enforceable against, the Buyer.


 


Section 3.3 Investment Representations.


 


(a) The Buyer is an “accredited investor”
as defined in Rule 501 of Regulation D under the Securities Act.


 


(b) The Buyer has received, has thoroughly
read, is familiar with and understands the contents of this Agreement.


 


(c) The Buyer hereby acknowledges that an
investment in the Shares involves certain significant risks. The Buyer acknowledges that there is a substantial risk that it will
lose all or a portion of its investment and that it is financially capable of bearing the risk of such investment for an indefinite
period of time. The Buyer has no need for liquidity in its investment in the Shares for the foreseeable future and is able to bear
the risk of that investment for an indefinite period. The Buyer understands that there presently is no public market for the Shares
and none is anticipated to develop in the foreseeable future. The Buyer’s present financial condition is such that the Buyer
is under no present or contemplated future need to dispose of any portion of the Shares subscribed for hereby to satisfy any existing
or contemplated undertaking, need or indebtedness. The Buyer’s overall commitment to investments which are not readily marketable
is not disproportionate to its net worth and the investment in the Company will not cause such overall commitment to become excessive.


 


(d) The Buyer acknowledges that the Shares
have not been and will not be registered under the Securities Act, or any state securities act, and are being sold on the basis
of exemptions from registration under the Securities Act and applicable state securities acts, except those state securities acts
that require registration of the Shares thereunder. Reliance on such exemptions, where applicable, is predicated in part on the
accuracy of the Buyer’s representations and warranties set forth herein. The Buyer acknowledges and hereby agrees that the
Shares will not be transferable under any circumstances unless the Buyer either registers the Shares in accordance with federal
and state securities laws or finds and complies with an available exemption under such laws. Accordingly, the Buyer hereby acknowledges
that there can be no assurance that it will be able to liquidate its investment in the Company.


 


(e) There are substantial risk factors
pertaining to an investment in the Company. The Buyer acknowledges that it has read the information set forth above regarding
certain of such risks and is familiar with the nature and scope of all such risks, including, without limitation, risks arising
from the fact that the Company is an entity with limited operating history and financial resources; and the Buyer is fully
able to bear the economic risks of such investment for an indefinite period, and can afford a complete loss thereof.


 


(f) The Buyer has been given the opportunity
to (i) ask questions of and receive answers from the Company and its designated representatives concerning the terms and conditions
of the offering, the Company and the business and financial condition of the Company and (ii) obtain any additional information
that the Company possesses or can acquire without unreasonable effort or expense that is necessary to assist the Buyer in evaluating
the advisability of the subscription of the Shares and an investment in the Company. The Buyer further represents and warrants
that, prior to signing this Agreement, it has asked such questions, received such answers and obtained such information as it
has deemed necessary or advisable to evaluate the merits and risks of the subscription of the Shares and an investment in the
Company. The Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial
condition or prospects.


 






     


     


    

 


(g) The Buyer understands that no federal,
state or other governmental authority has made any recommendation, findings or determination relating to the merits of an investment
in the Company.


 


ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE COMPANY


 


Section 4.1 Incorporation and Good
Standing. The Company is an exempted company duly incorporated, validly existing, and in good standing under the laws of the
Cayman Islands.


 


Section 4.2 Power and Authority;
Enforceability. This Agreement constitutes the legal, valid, and binding obligation of the Company, enforceable against the
Company in accordance with its terms. The Company has full power and authority to execute and deliver this Agreement and to perform
its obligations hereunder. The Company has taken all actions necessary to authorize the execution and delivery of this Agreement,
the performance of its obligations hereunder, and the consummation of the transactions contemplated hereby. This Agreement has
been duly authorized, executed, and delivered by, and is enforceable against, the Company.


 


Section 4.3 No Violation; Necessary
Approvals. Neither the execution and delivery of this Agreement by the Company, nor the consummation or performance by the
Company of any of the transactions contemplated hereby, will: (a) with or without notice or lapse of time, constitute, create or
result in a breach or violation of, default under, loss of benefit or right under or acceleration of performance of any obligation
required under any Law, Order, contract or Permit to which the Company is a party or by which it is bound or any of its assets
are subject, or any provision of the Company’s organizational documents as in effect on the Closing Date, (b) result in the
imposition of any lien, claim or encumbrance upon any assets owned by the Company; (c) require any Consent under any contract or
organizational document to which the Company is a party or by which it is bound; or (d) require any Permit under any Law or Order
other than (i) required filings, if any, with the SEC and (ii) notifications or other filings with state or federal regulatory
agencies after the Closing that are necessary or convenient and do not require approval of the agency as a condition to the validity
of the transactions contemplated hereunder; or (e) trigger any rights of first refusal, preferential purchase or similar rights
with respect to any of the Shares.


 


Section 4.4 Authorization of the
Shares. The Shares have been duly authorized and, when issued in accordance with this Agreement and the memorandum and articles
of association of the Company, the Shares will be duly and validly issued, fully paid and non-assessable Class B ordinary shares
of the Company and will be free and clear of all Liens and claims, other than restrictions on transfer imposed by the Securities
Act and applicable state securities laws.


 


 


ARTICLE V

MISCELLANEOUS


 


Section 5.1 Entire Agreement.
This Agreement, together with any certificates, documents, instruments and writings that are delivered pursuant hereto, constitutes
the entire agreement and understanding of the parties hereto in respect of its subject matter 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.


 


Section 5.2 Successors. All
of the terms, agreements, covenants, representations, warranties, and conditions of this Agreement are binding upon, and inure
to the benefit of and are enforceable by, the parties hereto and their respective successors.


 


Section 5.3 Assignments. Except
as otherwise provided herein, no party hereto may assign either this Agreement or any of its rights, interests, or obligations
hereunder without the prior written approval of the other party. Any purported assignment in violation of this Section
5.3 shall be void and ineffectual and shall not operate to transfer or assign any interest or title to the purported assignee.





 






     


     


    

 


Section 5.4 Waiver of Jury Trial.
THE PARTIES HERETO EACH HEREBY AGREE TO WAIVE THEIR RESPECTIVE RIGHTS TO JURY TRIAL OF ANY DISPUTE BASED UPON OR ARISING OUT OF
THIS AGREEMENT OR ANY OTHER AGREEMENTS RELATING HERETO OR ANY DEALINGS AMONG THEM RELATING TO THE TRANSACTIONS. THE SCOPE OF THIS
WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL ACTIONS THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT
MATTER OF THE TRANSACTIONS, INCLUDING, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY
CLAIMS. THE PARTIES HERETO EACH ACKNOWLEDGE THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP AND
THAT THEY WILL CONTINUE TO RELY ON THE WAIVER IN THEIR RELATED FUTURE DEALINGS. EACH PARTY HERETO FURTHER REPRESENTS AND WARRANTS
THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING
CONSULTATION WITH LEGAL COUNSEL. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY
NOT BE MODIFIED ORALLY OR IN WRITING, AND THE WAIVER WILL APPLY TO ANY AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS
AGREEMENT OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING HERETO. IN THE EVENT OF AN ACTION, THIS AGREEMENT MAY BE FILED AS A
WRITTEN CONSENT TO TRIAL BY A COURT.


 


Section 5.5 Counterparts. This
Agreement may be executed in two or more counterparts, each of which will be deemed an original but all of which together will
constitute one and the same instrument.


 


Section 5.6 Headings. The article
and section headings contained in this Agreement are inserted for convenience only and will not affect in any way the meaning or
interpretation of this Agreement.


 


Section 5.7 Governing Law. This
Agreement, the entire relationship of the parties hereto, and any litigation between the parties (whether grounded in contract,
tort, statute, law or equity) shall be governed by, construed in accordance with, and interpreted pursuant to the laws of the State
of New York, without giving effect to its choice of laws principles.


 


Section 5.8 Amendments. This
Agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed by the
parties hereto.


 


Section
5.9 Severability. The provisions of this Agreement will be deemed severable and the invalidity or unenforceability
of any provision will not affect the validity or enforceability of the other provisions hereof; provided that if any provision
of this Agreement, as applied to any party hereto or to any circumstance, is adjudged by a Governmental Body, arbitrator, or mediator
not to be enforceable in accordance with its terms, the parties hereto agree that the Governmental Body, arbitrator, or mediator
making such determination will have the power to modify the provision in a manner consistent with its objectives such that it is
enforceable, and/or to delete specific words or phrases, and in its reduced form, such provision will then be enforceable and will
be enforced.


 


Section 5.10 Expenses. Except
as otherwise expressly provided in this Agreement, each party hereto will bear its own costs and expenses incurred in connection
with the preparation, execution and performance of this Agreement and the consummation of the transactions contemplated hereby,
including all fees and expenses of agents, representatives, financial advisors, legal counsel and accountants.


 






     


     


    

 


Section 5.11 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.
Any reference to any federal, state, local, or foreign Law will be deemed also to refer to Law as amended and all rules and regulations
promulgated thereunder, unless the context requires otherwise. 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.


 


Section 5.12 Waiver. No waiver
by any party hereto of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not,
may be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect
in any way any rights arising because of any prior or subsequent occurrence.


 


Section 5.13 Surrender of Share.
Upon the issue of the Shares, the Buyer hereby irrevocably surrenders to the Company for cancellation and for nil consideration
one Class B ordinary share of the Company standing in its name in the Register of Members of the Company.


 


[Signature page follows]


 






     


     


    

 


IN WITNESS WHEREOF, the undersigned
have executed this Agreement to be effective as of the date first set forth above.


 


	 	COMPANY:
	 	 
	 	DISTOKEN ACQUISITION CORPORATION
	 	 
	 	By:	/s/ Jian Zhang
	 	Name:	Jian Zhang
	 	Title:	Chief Executive Officer
	 	 
	 	BUYER:
	 	 
	 	XIAOSEN SPONSOR LLC
	 	 
	 	By:	/s/Jian Zhang 
	 	Name:	Jian Zhang
	 	Title:	Manager