Exhibit 10.7

 


THRIVE ACQUISITION CORPORATION


 


PO Box 309, Ugland House


Grand Cayman, KY1-1104, Cayman Islands


 


	Thrive Acquisition Sponsor LLC	May 5, 2021


PO Box 309, Ugland House


Grand Cayman, KY1-1104, Cayman Islands


 


RE: Securities Subscription Agreement


 


Ladies and Gentlemen:


 


Thrive Acquisition Corporation,
a Cayman Islands exempted company (the “Company”), is pleased to accept the offer Thrive Acquisition Sponsor LLC, a
Cayman Islands limited liability company (the “Subscriber” or “you”), has made to subscribe for
5,750,000 Class B ordinary shares (the “Shares”), $0.0001 par value per share, of the Company (the “Class
B Shares”), up to 750,000 of which are subject to surrender and cancellation by you if the underwriters of the Company’s
initial public offering of its securities (“IPO”), if any, do not fully exercise their over-allotment option (the “Over-allotment
Option”). For the purposes of this agreement (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”). Upon certain terms and conditions, the Class B Shares will automatically convert into Class A Shares on a one-for-one
basis, subject to adjustment. 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 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 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 subscribes
for and purchases the Shares from the Company, which are subject to surrender and cancellation, on the terms and subject to the conditions
set forth in this Agreement. Concurrently with the Subscriber’s execution of this Agreement, the Company shall effect the delivery
of the Shares in book-entry form. For the avoidance of doubt, all references in this Agreement to Shares being surrendered and cancelled
shall take effect as surrenders and cancellations for no consideration of such Shares as a matter of Cayman Islands law.


 


 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 Formation, Registration
and Authority. The Subscriber is a Cayman Islands limited liability company, validly existing and in good standing under the laws
of the Cayman Islands and possesses all requisite power and authority necessary to carry out the transactions contemplated by this Agreement.
Upon execution and delivery by you, this Agreement is a legal, valid and binding agreement of the Subscriber, enforceable against the
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. The 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 such transaction is registered under the
Securities Act or an exemption from such registration is available. The Subscriber is capable of evaluating the merits and risks of
its investment in the Company and has the capacity to protect its own interests. The 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. The Subscriber is able to bear the economic risks of an investment
in the Shares and to afford a complete loss of the 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, the Subscriber has relied solely on the Subscriber’s own knowledge and understanding
of the Company and its business based upon the Subscriber’s own due diligence investigation and the information furnished pursuant
to this paragraph. The 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 the Subscriber has not relied on any other representations or information in
making its investment decision, whether written or oral, relating to the Company, its operations and/or its prospects.


 




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2.1.6 Private Placement.
The 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 applicable to “accredited investors” within the meaning of Rule 501(a) of
Regulation D under the Securities Act or similar exemptions under state law.


 


2.1.7 Investment Purposes.
The Subscriber is purchasing and subscribing for 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 of Regulation D under the Securities Act.


 


2.1.8 Restrictions on Transfer;
Shell Company. The Subscriber understands the Shares are being offered in a transaction not involving a public offering within the
meaning of the Securities Act. The Subscriber understands the Shares will be “restricted securities” within the meaning of
Rule 144(a)(3) under the Securities Act, and the Subscriber understands that the book-entries representing the Shares will contain a legend
or notation 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. The 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, the Subscriber may, at the Company’s option, 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. The 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 at least one year following consummation of the initial business combination of the
Company (which may not occur), 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 or necessary on the part of the 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. Upon execution and delivery by the Company, this Agreement is a legal, valid and binding agreement of the Company,
enforceable against the Company 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).


 






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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 Company’s memorandum and articles of association, as amended to the
date hereof (collectively, the “Organizational Documents”), (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 Organizational Documents and upon registration in
the Company's register of members, the Shares will be duly and validly issued as fully paid and non-assessable. Upon issuance in accordance
with, and payment pursuant to, the terms hereof and the Organizational Documents, and upon registration in the Company's register of members,
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 (i) transfer restrictions hereunder and under the other agreements to which the Shares may be subject, (ii) transfer restrictions
under federal and state securities laws, and (iii) liens, claims or encumbrances imposed due to the actions of the Subscriber.


 


2.2.4 No Adverse Actions.
There are no actions, suits, investigations or proceedings pending, threatened against or affecting the Company which (i) seek to restrain,
enjoin, prevent the consummation of or otherwise affect the transactions contemplated by this Agreement or (ii) question the validity
or legality of any transactions or seek 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. Surrender and Cancellation 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 Shares, subject to the terms of the applicable
transfer and assignment agreement) shall surrender for cancellation at the time such Over-allotment Option expires (or earlier if the
underwriters of the IPO waive their ability to exercise such Over-allotment Option) 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 surrender,
the number of Shares will equal 20% of the issued and outstanding Ordinary Shares immediately following the IPO (in each case, not including
Class A Shares issuable upon exercise of any warrants).


 


3.2 Termination of
Rights as Shareholder. If any of the Shares are surrendered and cancelled in accordance with this Section 3, then after such
time the Subscriber (or successor in interest), shall no longer have any rights as a holder of such surrendered Shares, and the
Company shall take such action as is appropriate to cancel such surrendered Shares.


 






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4. Waiver
of Liquidation Distributions; Redemption Rights. In connection with the Shares purchased and subscribed for 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 and subscribed for 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.


 


 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 among the Subscriber, the Company and the other parties thereto, the 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, if requested by the Company, 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. The Subscriber
acknowledges that the Shares will be subject to lock-up provisions (the “Lock-up”) contained in the Insider Letter.


 


5.3 Restrictive Legends.
The book entries representing the Shares shall contain legends or notations thereon substantially to the effect as follows:


 


“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 UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL
(IF THE COMPANY SO REQUESTS), IS AVAILABLE.”


 


“THE SECURITIES REPRESENTED
HEREBY ARE SUBJECT TO A LOCKUP AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCK-UP.”


 




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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 Ordinary 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 Shares subject to this Section
5 and Section 3.


 


5.5 Registration Rights.
The Subscriber acknowledges that the Shares are being subscribed for and 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.
The 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 in writing and delivered (i) 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, or (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 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.


 


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.


 






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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 conflicts of law principles
that would result in the application of the substantive laws of another jurisdiction.


 


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.


 






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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.


 


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. 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 shareholders and shall not seek redemption or repurchase with respect to any of the Shares
in connection with an initial business combination or any amendment to the Organizational Documents, as amended, prior to an initial business
combination. Additionally, the Subscriber


 


agrees not to tender any Shares in connection with a tender offer presented
to the Company’s shareholders in connection with an initial business combination negotiated by the Company.


 


 8. Indemnification. Each party shall indemnify the other against any loss, cost or damages




 


(including reasonable attorney’s fees and expenses) incurred
as a result of such party’s breach of any representation, warranty, covenant or agreement in this Agreement.


 


[Signature Page Follows]


 






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If the foregoing accurately sets forth our understanding
and agreement, please sign the enclosed copy of this Agreement and return it to us.


 


	 	Very truly yours,
	 	 	 
	 	THRIVE ACQUISITION CORPORATION
	 	 	 
	 	By:	/s/ Benjamin Kao
	 	Name: 	Benjamin Kao
	 	Title:	Director



 


	THRIVE ACQUISITION SPONSOR LLC	 
	 	 	 
	CLAREMONT INVESTMENTS THREE, LLC	 
	 	 	 
	By:	/s/ Benjamin Kao	 
	Name: 	Benjamin Kao	 
	Title:	Authorized Signatory	 



 


[Signature Page to Securities Subscription Agreement]