Exhibit 10.5


 


NorthView
Acquisition Corp.


207
West 25th St, 9th Floor


New
York, NY 10001 


 


	NorthView Sponsor
  I, LLC	April 22, 2021









207
West 25th St, 9th Floor


New
York, NY 10001 


 


RE:
Securities Subscription Agreement 


 


Ladies
and Gentlemen:


 


This
agreement (the “Agreement”) is entered into on April 22, 2021 by and between NorthView Sponosr I, LLC,
a limited liability company (the “Subscriber” or “you”), and NorthView Acquisition
Corp., a Delaware corporation (the “Company,” “we” or “us”).
Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 5,175,000 shares of the
Company’s common stock, $0.0001 par value per share (the “Shares”), up to 675,000 of which are
subject to forfeiture 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 $25,000.00 (the “Purchase Price”), which the Company acknowledges
receiving in cash, the Company hereby issues the Shares to the Subscriber, and the Subscriber hereby purchases the Shares from the Company,
subject to forfeiture, on the terms and subject to the conditions set forth in this Agreement.  Concurrently
with the Subscriber’s execution of this Agreement, the Company shall, 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.


 


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 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.


 


2.1.2.
Organization and Authority. The Subscriber is a Delaware limited liability company, validly existing and in good standing under
the laws 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 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).


 


2.1.3.
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.


 






     


     


    

 


2.1.4.
Regulation D Offering. Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a)
of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) and acknowledges the sale
contemplated hereby is being made in reliance on a private placement exemption to “accredited investors” within the meaning
of Section 501(a) of Regulation D under the Securities Act or similar exemptions under state law.


 


2.1.5.
Investment Purposes. The Subscriber is purchasing the Shares solely for investment purposes, for the Subscriber’s own account
and not for the account or benefit of any other person, and not with a view towards the distribution or dissemination thereof. The Subscriber
did not decide to enter into this Agreement as a result of any general solicitation or general advertising within the meaning of Rule
502 under the Securities Act.


 


2.1.6.
Restrictions on Transfer; Shell Company. Subscriber understands the Shares are being offered in a transaction not involving a
public offering within the meaning of the Securities Act. Subscriber understands the Shares will be “restricted securities”
within the meaning of Rule 144(a)(3) under the Securities Act, and Subscriber understands that the certificates or book-entries representing
the Shares will contain a legend in respect of such restrictions. If in the future the Subscriber decides to offer, resell, pledge or
otherwise transfer the Shares, such Shares may be offered, resold, pledged or otherwise transferred only pursuant to: (i) registration
under the Securities Act, or (ii) an available exemption from registration. Subscriber agrees that if any transfer of its Shares or any
interest therein is proposed to be made, as a condition precedent to any such transfer, Subscriber may be required to deliver to the
Company an opinion of counsel satisfactory to the Company. Absent registration or an exemption, the Subscriber agrees not to resell the
Shares. Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available to the Subscriber
for the resale of the Shares until one year following consummation of the initial business combination of the Company, despite technical
compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.


 


2.2.
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.
Organization 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.


  


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 certificate of incorporation or bylaws 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, the Shares will be duly and
validly issued, fully paid and non-assessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof, the Subscriber
will have or receive good title to the Shares, free and clear of all liens, claims and encumbrances of any kind, other than (a) transfer
restrictions hereunder and other agreements to which the Shares may be subject which have been notified to the Subscriber in writing,
(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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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 any and all rights to such number of Shares (up to an aggregate of 675,000 Shares and pro rata based upon the percentage
of the Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber (and all other initial stockholders
prior to the IPO, if any) will own an aggregate number of Shares, not including Shares issuable upon exercise of any warrants or any
Common Stock purchased by Subscriber in the IPO or in the aftermarket, equal to 20% of the issued and outstanding Shares immediately
following the IPO.


 


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 Certificates, if any, is
required pursuant to this Section 3, then the Subscriber shall return such Original Certificates to the Company or its designated
agent as soon as practicable upon its receipt of notice from the Company advising 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.


 


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 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 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 Shares issued pursuant to this Agreement 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 a letter agreement (the “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.
 Lock-up. Subscriber acknowledges that the Securities will be subject to lock-up provisions
(the “Lock-up”) contained in the Insider Letter.


 


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 SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND
NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO
AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH,
IN THE OPINION OF COUNSEL, IS AVAILABLE.”


 






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“THE
SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCKUP AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED
DURING THE TERM OF THE LOCKUP.”


 


5.4.
Additional Shares or Substituted Securities. In the event of the declaration of a share dividend, the declaration of an extraordinary
dividend payable in a form other than Shares, a spin-off, a share split, 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 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 of Shares subject
to this Section 5 and Section 3.


 


5.5.
Registration Rights. Subscriber acknowledges that the Shares are being purchased pursuant to an exemption from the registration
requirements of the Securities Act and will become freely tradable only after certain conditions are met or they are registered pursuant
to a registration rights agreement to be entered into with the Company prior to the closing of the IPO (the “Registration Rights
Agreement”) which shall contain customary registration rights.


 


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 to the address designated in
writing, or (ii) 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 (w) on the day of delivery, if delivered personally, (x) on the business day following receipt of written confirmation, if sent
by electronic transmission, (y) one (1) business day after delivery to an overnight courier service or (z) 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 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.


 






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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.
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.


 


6.11.
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.


 


6.14.
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.


 


7.
 Voting and Tender of Shares. Subscriber agrees to vote the Shares in favor of an initial business combination that the Company
negotiates and submits for approval to the Company’s stockholders and shall not seek redemption 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 stockholders in connection
with an initial business combination negotiated by the Company.


 


[Signature
Page Follows]


 




    5


     


    

 


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,
	 	 
	 	NorthViewAcquisition Corp.
	 	 	 
	 	By:	/s/
    Jack Stover
	 	 	Name: 	Jack Stover
	 	 	Title: 	Chief Executive Officer


 


	Accepted and agreed as of the date first
    written above.
	 	 
	NorthView Sponsor I, LLC	 
	 	 
	By:	/s/
    Fred Knechtel 	 
	 	Name:  	Fred Knechtel	 
	 	Title:	Manager	 


 


[Signature
Page to Securities Subscription Agreement]