Exhibit 10.7





 


Iconic Sports Acquisition Corp.

16 Hanover Square


London, W1S 1HT


United Kingdom


 


April 20, 2021


 


Iconic Sports Management LLC


16 Hanover Square

London, W1S 1HT


United Kingdom


 


	RE:	Securities Subscription Agreement



 


Gentlemen:


 


This agreement (this “Agreement”)
is entered into on April 20, 2021 by and between Iconic Sports Management LLC, a Cayman Islands limited liability company (the “Subscriber”
or “you”), and Iconic Sports Acquisition Corp., a Cayman Islands exempted company (the “Company”). Pursuant to
the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 11,500,000 Class B ordinary shares, $0.0001
par value per share (the “Shares”), up to 1,500,000 of which are subject to surrender and cancellation by you if the underwriters
of the initial public offering (“IPO”) of units (“Units”) of the Company do not fully exercise their over-allotment
option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:


 


1.                  
Purchase of Securities.


 


1.1              
Purchase of 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 and purchases the Shares from
the Company, 1,500,000 of which are subject to surrender and cancellation, on the terms and subject to the conditions set forth in this
Agreement. All references in this Agreement to shares of the Company being surrendered and canceled shall take effect as surrenders and
cancellations for no consideration of such shares as a matter of Cayman Islands law.


 


1.2              
Repurchase of Subscriber Share. On the issuance of the Shares, the Company shall repurchase the one Class B ordinary share,
par value $0.0001, in the Company held by WNL Limited in its capacity as initial subscriber.


 


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         
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 will be 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 federal and state law.


 


2.1.7         
Investment Purposes. The Subscriber is purchasing the Shares solely for investment purposes, for the Subscriber’s
own account and not for the account or benefit of any other person, and not with a view towards the distribution or dissemination thereof.
The Subscriber did not decide to enter into this Agreement as a result of any general solicitation or general advertising within the meaning
of Rule 502 of Regulation D under the Securities Act.


 






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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 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 or necessary
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. Upon execution and delivery by the Company, this Agreement will be 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).


 


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 Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and registration in the
Company’s register of members, the Shares will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance
with, and payment pursuant to, the terms hereof, and 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 (a) transfer restrictions
hereunder and 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.


 


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 representative(s)
of the underwriters of the Company’s IPO is not exercised in full, the Subscriber acknowledges and agrees that it shall surrender
for cancellation any and all rights to such number of Shares (up to an aggregate of 1,500,000 Shares and pro rata based upon the percentage
of the Over-allotment Option exercised) such that immediately following such surrender, the Subscriber (and all other initial shareholders
prior to the IPO, if any) will own an aggregate number of Shares (not including ordinary shares issuable upon exercise of any warrants
or any ordinary shares purchased by Subscriber in the Company’s IPO or in the aftermarket) equal to 20% of the issued and outstanding
ordinary shares of the Company immediately following the IPO.


 


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 Shares, and the
Company shall take such action as is appropriate to cancel such 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 ordinary shares
in the IPO or in the aftermarket, any additional 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 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”) to be dated as of 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              
Restrictive Legends. Any 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


 






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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 LOCKUP PROVISIONS AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM
OF THE LOCKUP.”


 


5.3              
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 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.


 


5.4              
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 and Shareholder Rights Agreement to be entered into with the Company prior to the closing of the IPO.


 


6.                  
Other Agreements.


 


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


 


6.2              
Notices. All notices, 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, 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.


 






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6.5              
 Waivers and Consents. The terms and provisions of this Agreement may be waived, or consent for the departure therefrom
granted, only by a 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.


 


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.


 






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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 Redemption 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 such 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.


 


[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,
	 	 
	 	Iconic Sports Acquisition Corp.
	 	 
	 	By: 	/s/ Tommy Aylmer
	 	Name: 	Tommy Aylmer
	 	Title: 	Director




 


Accepted and agreed as


of the date first written above.


 


Iconic Sports Management LLC


 


	By:	/s/ Fausto Zanetton	 
	Name:	Fausto Zanetton	 
	Title:	Director