Exhibit 10.5


 





MAKARA STRATEGIC ACQUISITION
CORP.


 


June 30, 2021


 


Makara Strategic Sponsor,
Inc.


 


RE: Securities Subscription
Agreement


 


Ladies and Gentlemen:


 


This agreement (the “Agreement”)
is effective as of June 30, 2021, by and between Makara Strategic Sponsor, Inc, an entity formed under the laws of the United States Virgin
Islands (the “Subscriber” or “you”), and Makara Strategic 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 8,625,000 shares of common stock, $0.0001 par value per share (the “Shares”),
up to 1,125,000 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 (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 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. Organization
and Authority. The Subscriber is a United States Virgin Islands corporation, validly existing and in good standing under the
laws of its jurisdiction 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).


 


2.1.4. 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 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 under the Securities Act.


 


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 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.


 


2.1.9. No Governmental
Consents. No governmental, administrative or other third-party consents or approvals are required, necessary or appropriate 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. 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 By-Laws 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 nonassessable.
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.


 


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. 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 975,000 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 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 (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.”


 


“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, 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.


 


5.5. 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.


 


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 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.


 


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.


 


6.13. Headings and
Captions. The headings and captions of the various subdivisions of this Agreement are for convenience of reference only and shall
in no way modify or affect the meaning or construction of any of the terms or provisions hereof.


 


6.14. Counterparts. This
Agreement may be executed in one or more counterparts, all of which when taken together shall be considered one and the same
agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being
understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile
transmission or any other form of electronic delivery, such signature shall create a valid and binding obligation of the party
executing (or on whose behalf such signature is executed) with the same force and effect as if such signature page were an original
thereof.


 






     


     


    

 


6.15. Construction. The
parties hereto have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of intent or interpretation
arises, this Agreement will be construed as if drafted jointly by the parties hereto and no presumption or burden of proof will arise
favoring or disfavoring any party hereto because of the authorship of any provision of this Agreement. The words “include,”
 “includes,” and “including” will be deemed to be followed by “without limitation.”
Pronouns in masculine, feminine, and neuter genders will be construed to include any other gender, and words in the singular form will
be construed to include the plural and vice versa, unless the context otherwise requires. The words “this Agreement,”
 “herein,” “hereof,” “hereby,” “hereunder,” and words of similar
import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The parties hereto intend
that each representation, warranty, and covenant contained herein will have independent significance. If any party hereto has breached
any representation, warranty, or covenant contained herein in any respect, the fact that there exists another representation, warranty
or covenant relating to the same subject matter (regardless of the relative levels of specificity) which such party hereto has not breached
will not detract from or mitigate the fact that such party hereto is in breach of the first representation, warranty, or covenant.


 


6.16. Mutual Drafting. This
Agreement is the joint product of the Subscriber and the Company, and each provision hereof has been subject to the mutual consultation,
negotiation and agreement of such parties and shall not be construed for or against any party hereto.


 


7. Voting and Tender of Shares. 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.


 


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]


 






     


     


    

 


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,
	 	 
	 	MAKARA STRATEGIC ACQUISITION CORP.
	 	 
	 	 	 
	 	By:	/s/
    Alexander C. Booth
	 	 	Name:  	Alexander C. Booth
	 	 	Title: 	Chief Financial Officer


 


Accepted and agreed this
30th day of June, 2021


 


	MAKARA STRATEGIC SPONSOR, INC.	 
	a United States Virgin Islands corporation	 
	 	 	 
	By:	/s/
Ali Ijaz Ahmad	 
	 	Name:  	Ali Ijaz Ahmad	 
	 	Title:	 President