Exhibit 10.5


 


EXCELFIN ACQUISITION CORP.


 


473 Jackson Street, Suite 300


San Francisco, CA 94111


 


	ExcelFin SPAC LLC	 	 	     March 15, 2021







473 Jackson Street, Suite 300


San Francisco, CA 94111


 


		RE:	Securities Subscription Agreement
for Founder Shares



 


Ladies and Gentlemen:


 


ExcelFin Acquisition Corp.,
a Delaware corporation (the “Company”), is pleased to accept the offer ExcelFin SPAC LLC, a Delaware limited liability
company (the “Subscriber” or “you”), has made to subscribe for 5,750,000 of the Company’s
Class B common stock (the “Shares”), $0.0001 par value per share (the “Class B Shares”),
up to 750,000 of which are subject to forfeiture 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 “Common Stock” are to, collectively,
the Class B Shares and the Company’s shares of Class A common stock, $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, for
which the Company acknowledges payment by one of its officers, directors or affiliates on the Subscriber’s behalf to cover a portion
of certain IPO-related offering costs, the Company hereby issues the Shares to the Subscriber, and the Subscriber hereby subscribes for
the Shares from the Company, 750,000 of which are subject to forfeiture in accordance with Section 3 hereof, 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
register the Shares in the name of the Subscriber on the register of members of the Company and, at its option, deliver to the Subscriber
a certificate registered in the Subscriber’s name representing the Shares (the “Original Certificate”), or effect
such delivery in book-entry form. All references in this Agreement to Shares being forfeited shall take effect as surrenders for no consideration
of such shares as a matter of Delaware 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            Incorporation
and Authority. The Subscriber is a Delaware limited liability company formed and registered, validly existing and in good standing
under the laws of the State of 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 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 any 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. 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, necessary or appropriate
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 Delaware corporation 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.


 






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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 Certificate of Incorporation or Bylaws,
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, the Shares
will be duly and validly issued as fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms
hereof and the Organizational Documents, 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.


 


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 hereby 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 (or, if applicable, it and any transferees of Shares) shall forfeit
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) 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 number of Shares will equal 20% of the issued
and outstanding Common Stock immediately following the IPO (in each case, not including Class A Shares issuable upon exercise of
any warrants). Such forfeiture shall take effect as a surrender for no consideration as a matter of Delaware law, and shall occur upon
the expiration, or early waiver of the Over-allotment Option.


 


3.2           Termination
of Rights as Stockholder. 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.


 


3.3           Share
Certificates. In the event an adjustment to the Original Certificate, if any, is required pursuant to this Section 3, then the
Subscriber shall return such Original Certificate to the Company or its designated agent as soon as practicable upon its receipt of notice
from the Company advising the Subscriber of such adjustment, following which a new certificate (the “New Certificate”),
if any, shall be issued in such amount representing the adjusted number of Shares held by the Subscriber. The New Certificate, if any,
shall be returned to the Subscriber as soon as practicable. Any such adjustment for any uncertificated securities held by the Subscriber
shall be made in book-entry form or the register of members of the Company (as applicable).


 






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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 stockholders 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 shares of Common Stock
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”) to be 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. Pursuant to the Insider Letter, the Subscriber will agree (subject to certain customary exceptions) not to sell, transfer,
pledge, hypothecate or otherwise dispose of all or any part of the Shares until the earliest to occur of: (a) one year after the
completion of the Company’s initial business combination (b), the date on which the last reported sale price of the Class A
Shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and other
similar transactions) for any 20-trading days within any 30-trading day period commencing at least 150 days after the Company’s
initial business combination and (c) the date on which the Company completes a liquidation, merger, stock exchange, reorganization
or other similar transaction after the Company’s initial business combination that results in all of the Company’s stockholders
having the right to exchange their shares of Common Stock for cash, securities or other property.


 






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5.3           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 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
BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP 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 stock dividend, the declaration of an extraordinary dividend
payable in a form other than Common Stock, a spin-off, a stock split, an adjustment in conversion ratio, a recapitalization or a similar
transaction affecting the Company’s outstanding Common Stock 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 Common Stock subject
to this Section 5 and Section 3.


 


5.5           Registration
Rights. The Subscriber acknowledges that the Shares are being purchased and subscribed for 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 to the address most recently provided to such party or
such other address as may be designated by the other party, (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 the other 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 the other 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.


 






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6.3           Entire
Agreement. This Agreement, together with that certain Insider Letter to be entered into between the Subscriber and the Company and
the Registration Rights Agreement, each substantially in the form to be filed as an exhibit to the Registration Statement on Form S-1
related to the 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.


 


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.


 


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.


 






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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.


 


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.


 






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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 stockholders 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
stockholders 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,
	 	 
	 	EXCELFIN ACQUISITION CORP.
	 	 
	 	 
	 	 
	 	By:	 
	 	 	Name: Logan Allin
	 	 	Title: Chief Executive Officer
	 	 





 


	EXCELFIN SPAC LLC	 
	 	 
	By:	 	 
	 	Name: Brian Sun	 
	 	Title: Authorized Person	 


 





[Signature Page to Securities Subscription
Agreement]