Exhibit 10.5


 


[  ], 2021


 


Oxus Acquisition Corp.


7F, 77/2 Al-Farabi Avenue


Almaty, Kazakhstan 050040


 


Ladies and Gentlemen:


 


Oxus Acquisition Corp. (the
“Company”), a blank check company formed for the purpose of entering into a merger, capital stock exchange,
asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses
or entities (a “Business Combination”), intends to register its securities under the Securities Act of 1933,
as amended (the “Securities Act”), in connection with its initial public offering (“IPO”).
The Company currently anticipates selling units in the IPO, each comprised of one Class A ordinary share, par value $0.0001 per share,
of the Company (“Ordinary Share(s)”) and one warrant (“Warrant”), each whole Warrant
to purchase one Ordinary Share. 


 


The undersigned hereby commits
to purchase an aggregate of 6,150,000 warrants of the Company (“Initial Warrants”) at $1.00 per Initial Warrant
for an aggregate purchase price of $6,150,000 (the “Initial Purchase Price”). Additionally, if the underwriters
in the IPO (“Underwriters”) exercise their over-allotment option in full or in part, the undersigned further
commits to purchase up to an additional 601,630 Warrants (“Additional Warrants” and together with the Initial
Warrants, the “Private Warrants”) at $1.00 per Additional Warrant, for an aggregate purchase price of up to
$601,630 (the “Over-Allotment Purchase Price” and together with the Initial Purchase Price, the “Purchase
Price”)). The Private Warrants will be identical to the warrants to be sold in the IPO except as described in the Company’s
registration statement filed in connection with the IPO (“Registration Statement”).


 


On the date of the closing
of the IPO (the “IPO Closing Date”), the Company shall issue and sell to the undersigned, and the undersigned
shall purchase from the Company, the Initial Warrants for the Initial Purchase Price. At least one (1) business day prior to the date
the Registration Statement is declared effective, the undersigned will cause the Purchase Price to be delivered by wire transfer of immediately
available funds to the accounts designated by the Company, including to the trust account at a financial institution to be chosen by the
Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee, in accordance with the Company’s wiring
instructions. On the IPO Closing Date, the Initial Purchase Price shall be released to the Company and the Company shall effect delivery
of the Initial Warrants to the undersigned in book-entry form.


 


On the date of the closing
of the over-allotment option, if any, in connection with the IPO (each such date, an “Over-Allotment Closing Date,”
and each Over-Allotment Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Over-Allotment
Purchase Price shall be released to the Company and the Company shall issue and sell to the undersigned, and the undersigned shall purchase
from the Company, the Additional Warrants (or, to the extent the over-allotment option is not exercised in full, a lesser number of Additional
Warrants in proportion to portion of the over-allotment option that is exercised). On each Over-Allotment Closing Date, if any, subject
to receipt of funds pursuant to the immediately prior sentence, the Company shall effect delivery of the Additional Warrants to the undersigned
in book-entry form. 


 


The Private Warrants will
be identical to the warrants to be sold by the Company in the IPO, except that:


 


		●	the
                                            Private Warrants will not be transferable by the undersigned until the consummation of a
                                            Business Combination (subject to certain exceptions as described in the Registration Statement
                                            and set forth in the warrant agreement governing the Private Warrants (the “Warrant
                                            Agreement”));



 


		●	the
                                            Private Warrants and underlying securities will be subject to customary registration rights,
                                            pursuant to a registration rights agreement on terms agreed upon by the Company and the Underwriters
                                            to be filed as an exhibit to the Registration Statement (the “Registration Rights
                                            Agreement”); and



 


		●	the
                                            Private Warrants and the underlying securities will include any additional terms or restrictions
                                            as is customary in other similarly structured blank check company offerings or as may be
                                            reasonably required by the Underwriters in order to consummate the IPO, which terms or restrictions
                                            will be described in the Registration Statement.



 






     


     


    

 


The undersigned acknowledges
and agrees that it will execute agreements in form and substance typical for transactions of this nature necessary to effectuate the foregoing
agreements and obligations prior to the consummation of the IPO as are reasonably acceptable to the undersigned, including but not limited
to (i) an insider letter and (ii) the Registration Rights Agreement.


 


The undersigned hereby represents
and warrants to the Company (which representations and warranties shall survive each Closing Date) that:


 


		(a)	it has been advised that the Private Warrants and, upon exercise
of the Private Warrants, the shares of Ordinary Shares issuable upon such exercise (collectively, the “Securities”),
have not been registered under the Securities Act;



 


		(b)	it is acquiring the Securities for its own account, for investment purposes only and not with a view towards,
or for resale in connection with, any public sale or distribution thereof;



 


		(c)	it understands that the Securities are being offered and will be sold to it in reliance on specific exemptions
from the registration requirements of the United States federal and state securities laws and that the Company is relying upon the truth
and accuracy of, and the undersigned’s compliance with, the representations and warranties of the undersigned set forth herein in
order to determine the availability of such exemptions and the eligibility of the undersigned to acquire such Securities;



 


		(d)	it is an “accredited investor” as defined by Rule 501(a)(3) of Regulation D promulgated under
the Securities Act, and it has not experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities
Act. The undersigned did not decide to enter into this letter agreement as a result of any general solicitation or general advertising
within the meaning of Rule 502(c) of Regulation D under the Securities Act;



 


		(e)	it has been furnished with all materials relating to the business, finances and operations of the Company
and materials relating to the offer and sale of the Securities which have been requested by the undersigned. The undersigned has been
afforded the opportunity to ask questions of the executive officers and directors of the Company. The undersigned understands that its
investment in the Securities involves a high degree of risk and it has sought such accounting, legal and tax advice as it has considered
necessary to make an informed investment decision with respect to the acquisition of the Securities;



 


		(f)	it understands that no United States federal or state agency or any other government or governmental agency
has passed on or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the Securities
by the undersigned nor have such authorities passed upon or endorsed the merits of the offering of the Securities;



 


		(g)	it understands that: (A) the Securities have not been and are not being registered under the Securities
Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (1) subsequently registered thereunder
or (2) sold in reliance on an exemption therefrom; and (B) except as specifically set forth in the Registration Rights Agreement, neither
the Company nor any other person is under any obligation to register the Securities under the Securities Act or any state securities laws
or to comply with the terms and conditions of any exemption thereunder. In this regard, the undersigned understands that the U.S. Securities
and Exchange Commission has taken the position that promoters or affiliates of a blank check company and their transferees, both before
and after an initial Business Combination, are deemed to be “underwriters” under the Securities Act when reselling the securities
of a blank check company. Based on that position, Rule 144 adopted pursuant to the Securities Act would not be available for resale transactions
of the Securities despite technical compliance with the requirements of such Rule, and the Securities can be resold only through a registered
offering or in reliance upon another exemption from the registration requirements of the Securities Act;



 






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		(h)	it has such knowledge and experience in financial and business matters, knowledge of the high degree of
risk associated with investments in the securities of companies in the development stage such as the Company, is capable of evaluating
the merits and risks of an investment in the Securities and is able to bear the economic risk of an investment in the Securities in the
amount contemplated hereunder for an indefinite period of time. The undersigned has adequate means of providing for its current financial
needs and contingencies and will have no current or anticipated future needs for liquidity which would be jeopardized by the investment
in the Securities. The undersigned can afford a complete loss of its investments in the Securities;



 


		(i)	it has full power, authority and legal capacity to execute and deliver this letter agreement and any documents
contemplated herein or needed to consummate the transactions contemplated in this letter agreement;



 


		(j)	it understands that the Private Warrants shall bear the legend substantially in the form set forth in
the Warrant Agreement and be subject to appropriate “stop transfer restrictions”;



 


		(k)	this letter agreement constitutes a legal, valid and binding obligation of the undersigned, enforceable
in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general
applicability relating to or affecting creditors’ rights and to general equitable principles (whether considered in a proceeding
in equity or law); and



 


(l) the execution
and delivery by the undersigned of this letter agreement and the fulfillment of and compliance with the terms hereof by the undersigned
do not and shall not as of each Closing Date (a) conflict with or result in a breach by the undersigned of the terms, conditions or provisions
of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the undersigned’s
equity or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption or other action by
or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to the undersigned’s
organizational documents in effect on the date hereof or as may be amended prior to completion of the contemplated IPO, or any material
law, statute, rule or regulation to which the undersigned is subject, or any agreement, instrument, order, judgment or decree to which
the undersigned is subject, except for any filings required after the date hereof under federal or state securities laws.


 


All of the representations
and warranties contained herein shall survive each Closing Date. Except as otherwise expressly provided herein, all covenants and agreements
contained in this letter agreement by or on behalf of any of the parties hereto shall bind and inure to the benefit of the respective
successors of the parties hereto whether so expressed or not. Notwithstanding the foregoing or anything to the contrary herein, the parties
may not assign this letter agreement, other than assignments by the undersigned to affiliates thereof (including, without limitation one
or more of its members). This letter agreement may not be amended, modified or waived as to any particular provision, except by a written
instrument executed by the parties hereto.


 


Whenever possible, each provision
of letter agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this
letter agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of
such prohibition or invalidity, without invalidating the remainder of this letter agreement. This letter agreement may be executed simultaneously
in two or more counterparts, none of which need contain the signatures of more than one party, but all such counterparts taken together
shall constitute one and the same agreement.


 


Any notice, consent or request
to be given in connection with any of the terms or provisions of this letter agreement shall be in writing and shall be sent by express
mail or similar private courier service, by certified mail (return receipt requested), by hand delivery or electronic transmission.


 


This letter agreement shall
be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the
internal laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the
laws of another jurisdiction.


 


This letter agreement may
be terminated by the Company or the undersigned at any time after [ ], 2021 upon written notice to the other party hereto if the closing
of the IPO does not occur prior to such date.


 


[Signature Page Follows]


 




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	 	Very truly yours,
	 	 
	 	OXUS CAPITAL PTE. LTD
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 


	 	Accepted and Agreed:
	 	 
	 	oxus ACQUISITION CORP.
	 	 
	 	By:	 
	 	 	Name: Kanat Mynzhanov
	 	 	Title: Chief Executive Officer



 


[Signature Page to Subscription Agreement for Private Warrants]


 


 


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