Exhibit 10.5


 


Sports Ventures Acquisition Corp.

9705 Collins Ave 1901N

Bal Harbour, FL 33154


 


October 5, 2020


 


AKICV LLC


9705 Collins Ave 1901N


Bal Harbour, FL 33154


 


		RE:	Securities
Subscription Agreement





 


Ladies and Gentlemen:


 


Sports Ventures Acquisition Corp., a Cayman
Islands exempted company (the “Company”), is pleased to accept the offer AKICV LLC, a Delaware limited liability
company (the “Subscriber” or “you”), has made to subscribe for 5,750,000 Class B ordinary
shares of the Company (the “Shares”), $0.0001 par value per share (the “Class B Shares”),
up to 750,000 of which are subject to complete or partial forfeiture 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, as amended to the date hereof (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 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 update its
Register of Members accordingly. All references in this Agreement to shares of the Company being forfeited shall take effect as
surrenders for no consideration of such shares as a matter of Cayman Islands law. 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 Delaware limited liability company, validly existing and in good standing under the laws of the 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. 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.


 


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.


 






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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 Memorandum and Articles of Association of the Company, (ii) any agreement,
indenture or instrument to which the Company is a party or (iii) any law, statute, rule or regulation to which the Company is subject,
or any agreement, order, judgment or decree to which the Company is subject.


 


2.2.3 Title to Shares. Upon issuance
in accordance with, and payment pursuant to, the terms hereof and the Memorandum and Articles of Association of the Company, 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.


 






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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 forfeit any and all rights to such number
of Shares (up to an aggregate of 750,000 Shares and pro rata based upon the percentage of the Over-allotment Option exercised)
such that immediately following such forfeiture, 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 forfeited in accordance with this Section 3, then after such time the Subscriber (or successor in interest),
shall no longer have any rights as a holder of such forfeited Shares, and the Company shall take such action as is appropriate
to cancel such forfeited Shares.


 


4. Waiver of Liquidation Distributions;
Redemption Rights.


 


In connection with the Shares purchased
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.


 


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.


 






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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 the Agreement and return it to us.


 


	 	Very truly yours,
	 	 	 	 
	 	Sports Ventures Acquisition Corp.
	 	 	 	 
	 	By:	/s/ Alan Kestenbaum
	 	 	Name:   	Alan Kestenbaum
	 	 	Title: 	Chief Executive Officer




 


Accepted and agreed, October 5, 2020


 


AKICV LLC


 


	By:	/s/ Alan Kestenbaum	 
	 	Name: 	 Alan Kestenbaum	 
	 	Title:	 Managing Member	 




 


[Signature page to Subscription Agreement]