Exhibit
10.7


 





AP
Acquisition Corp


Unit
2710,271F The Center





99
Queen’s Road Central





Hong
Kong


 


April
29,2021


 


AP
Sponsor LLC





Unit
2710,27 F The Center





99
Queen’s Road Central





Hong
Kong


 


RE:     Securities
Subscription Agreement


 


Gentlemen:


 


This
agreement (this “Agreement”) is entered into and between AP Sponsor LLC, a Cayman Islands limited liability company
(the “Subscriber” or “you”), and AP Acquisition Coin, a Cayman Islands exempted company (the “Company”).
Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 5,750,000 Class B ordinary
shares, $0,0001 par value per share (the “Shares”), up to 750,000 of which are subject to forfeiture by you if the underwriters
of the initial public offering (the “IPO”) of 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:


 


		I.	Purchase
                                            of Securities.



 


1.1          
Purchase of Shares. For the sum of $25 000 which the Coin an acknowledges receiving in cash, the Company hereby issues the Shares
to the Subscriber, and the Subscriber hereby subscribes for and purchases the Shares from the Company, 750,000 of which are subject to
forfeiture, on the terms and subject to the conditions set forth in this Agreement. All references in this Agreement to shares
of the Company being forfeited shall take effect as surrenders for no consideration of such shares as a matter of Cayman Islands law.


 


1.2           Surrender
of Class B Ordinary Share. With effect immediately following the issue of the Shares to the Subscriber by the Company, the Subscriber
hereby Irrevocably surrenders to the Company for cancellation and for nil consideration one Class B ordinary share of Us $0.0001
par value standing in its name in the register of members of the Company. 


 





 


		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:


 


2.11         
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 limited liability company agreement of the
Subscriber, (11) any agreement, indenture or instrument to which the Subscriber is a party or (in) 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.


 






    


     


    

 


2.13          
Registration and Authority. The Subscriber is a Cayman Islands limited liability company, validly existing and possessing all
requisite power and authority necessary to carry out the transactions contemplated by this Agreement. Upon execution and delivery by
you, this Agreement will be a legal, valid and binding agreement of Subscriber, enforceable against Subscriber in accordance with its
terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar laws affecting
the enforcement of creditors’ rights generally and subject to general principles of equity (regardless of whether enforcement is
sought in a proceeding at law or in equity).


 


2.14
          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: (1) 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.


 


2.15          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.


 


21.6          
Regulation D Offering. Subscriber represents that it is an “accredited investor” as such tennis 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 50
I(a) of Regulation D under the Securities Act or similar exemptions under federal and state law.


 


2.17          
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.


 


2.18          
Restrictions on Transfer Shell Company. Subscriber understands the Shares are being offered in a transaction not involving
a public offering within the meaning of the Securities Act. Subscriber understands the Shares will be “restricted securities”
within the meaning of Rule 144(a)(3) under the Securities Act, and Subscriber understands that the certificates representing
the Shares will contain a legend in respect of such restrictions. If in the future the Subscriber decides to offer, resell, charge, mortgage,
pledge or otherwise transfer the Shares, such Shares may be offered, resold, charged, mortgaged, 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.


 






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21.9          
No Governmental Consents. No governmental, administrative or other third party consents or approvals are required or necessary
on the part of Subscriber in connection with the transactions contemplated by this Agreement.


 


2.2          
Company’s Representations, Warranties and Agreements. To induce the Subscriber to purchase the Shares, the Company hereby
represents and warrants to the Subscriber and agrees with the Subscriber
as follows:


 


2.2.1         
Incorporation and Corporate Power. The Company is a Cayman Islands exempted company and is qualified to do business in every jurisdiction
in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating
results or assets of the Company. The Company possesses all requisite corporate power and authority necessary to carry out the transactions
contemplated by this Agreement. Upon execution and delivery by the Company, this Agreement will be a legal, valid and binding agreement
of the Company, enforceable against the Company in accordance with its tenns, except as such enforceability may be limited by applicable
bankruptcy, insolvency, fraudulent conveyance or similar laws affecting the enforcement of creditors’ rights generally and subject
to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).


 


2.2.2            No
Conflicts. The execution delivery and performance of this Agreement and the consummation by the Company of the transactions
contemplated hereby do not violate, conflict with or constitute a default under (i) the memorandum and articles of association of
the Company, (ii) any agreement, indenture or instrument to which the Company is a party or (in) any law, statute, rule or
regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject.


 


2.2.3         
Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and registration in the Company’s
register of members, the Shares will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and
payment pursuant to, the terms hereof, and registration in the Company’s register of members, the Subscriber will have or receive
good title to the Shares, free and clear of all liens, claims and encumbrances of any kind, other than (a) transfer restrictions
hereunder and other agreements to which the Shares may be subj ect, (b) transfer restrictions under federal and state securities
laws, and (c) liens, claims or encumbrances imposed due to the actions of the Subscriber.


 


22.4           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.


 






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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 representative(s) of the underwriters of the IPO is not exercised in full, the Subscriber acknowledges and agrees
that it shall forfeit 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 Subscriber (and all other
initial shareholders prior to the IPO, if any) will own an aggregate number of Shares (not including ordinary shares issuable upon exercise
of any warrants or any ordinary shares purchased by Subscriber in the IPO or in the aftermarket) equal to 20%  of the issued and
outstanding ordinary shares of the Company immediately following the IPO.


 


3.2
            Termination of Rights as Shareholder. If any of the Shares are
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 Shares, and the Company shall take such action as is appropriate to cancel such Shares.


 


4.           
Waiver of Liquidation Distributions Redemption Rights. in connection with the Shares purchased pursuant to this Agreement,
the Subscriber hereby waives any and all right, title, interest or claim of any kind in or to any distributions by the Company from the
trust account which will be established for the benefit of the Company’s public shareholders and into which substantially all of
the proceeds of the IPO will be deposited (the “Trust Account”), in the event of a liquidation of the Company upon
the Company’s failure to timely complete an initial business combination. For purposes of clarity, in the event the Subscriber
purchases ordinary shares in the IPO or in the aftermarket, any additional Shares so purchased shall be eligible to receive any liquidating
distributions by the Company. However, in no event will the Subscriber have the right to redeem any ordinary shares into funds held in
the Trust Account upon the successful completion of an initial business combination.


 


		5.	Restrictions
                                            on Transfer.



 


5.1            Securities
Law Restrictions. in addition to an restrictions to be contained in that certain letter agreement (commonly known as an “Insider
Letter”) to be dated as of the closing of the TPO by and between Subscriber and the Company, Subscriber agrees not to sell,
transfer, charge, mortgage, pledge, hypothecate or otherwise dispose of all or any part of the Shares unless, prior thereto (a) a
registration statement on the appropriate form under the Securities Act and applicable state securities laws with respect to the Shares
proposed to be transferred shall then be effective or (b) the Company has received an opinion from counsel reasonably satisfactory
to the Company, that such registration is not required because such transaction is exempt from registration under the Securities Act
and the rules promulgated by the Securities and Exchange Commission thereunder and with all applicable state securities laws.


 


5.2
            Restrictive Legends. Ally 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,
CHARGED, MORTGAGED, 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, CHARGED, MORTGAGED,
PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF
THE LOCKUP.”


 


5.3            Additional
Shares or Substituted Securities. in the event of the declaration of a share dividend, the declaration of an extraordinary
dividend payable in a fonn other than Shares, a spin-off, a share subdivision, an adjustment in conversion ratio, a recapitalization
or a similar transaction affecting the Company’s outstanding Shares without receipt of consideration, any new, substituted or
additional securities or other property which are by reason of such transaction distributed with respect to any Shares subject to
this Section 5 or into which such Shares thereby become convertible shall immediately be subject to this Section 5 and
Section 3. Appropriate adjustments to reflect the distribution of such securities or property shall be made to the number
and/or class of Shares subject to this Section 5 and Section 3.


 


5.4
            Registration Rights. Subscriber acknowledges that the Shares
are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will become freely tradable
only after certain conditions are met or they are registered pursuant to a Registration and Shareholder Rights Agreement to be entered
into with the Company prior to the closing of the IPO.


 


		6.	Other
                                            Agreements.



 


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


 


6.2            Notices.
All notices, statements or other documents which are required or contemplated by this Agreement shall be: (i) in writing and delivered
personally or sent by first class registered or certified mail, overnight courier service or facsimile or electronic transmission to
the address designated in writing, (ii) by facsimile to the number most recently provided to such party or such other address or
fax number as may be designated in writing by such party and (in) 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 uniting by such party. Any notice or other communication
so transmitted shall be deemed to have been given on the day of delivery, if delivered personally, on the business day following receipt
of written confirmation, if sent by facsimile or electronic transmission, one (1) business day after delivery to an overnight courier
service or five (5) days after mailing if sent by mail.


 


6.3           
Entire Agreement. This Agreement, together with that certain Insider Letter to be entered into between Subscriber and the Company,
substantially in the form to be filed as an exhibit to the Registration Statement on Form S-I associated with 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 To visions of this Agreement in a be modified or amended only by written agreement executed by
all parties hereto.


 






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6.5            Waivers
and Consents. The terms and provisions of this Agreement in a 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 the State 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.


 


612            No
Broker or Finder. Each of the parties hereto re resents and warrants to the other that no broker, finder or other financial
consultant has acted on its behalf in connection with this Agreement or the transactions contemplated hereby in such a way as to create
any liability on the other. Each of the parties hereto agrees to indemnify and save the other harmless from any claim or demand
for commission or other compensation by any broker, finder, financial consultant or similar agent claiming to have been employed
by or on behalf of such party and to bear the cost of legal expenses incurred in defending against any such claim.


 






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


 


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


 





 


6.15         
Construction. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity
or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties hereto and no presumption
or burden of proof will arise favoring or disfavoring any party hereto because of the authorship of any provision of this Agreement.
The words “include” “includes” and “including” will be deemed to be followed
by “without limitation.” Pronouns in masculine, feminine, and neuter genders will be construed to include any other
gender, and words in the singular form will be construed to include the plural and vice versa, unless the context otherwise requires.
The words “this Agreement, ” “herein, “hereof;“ “hereby”, “hereunder,”
and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The
parties hereto intend that each representation, warranty, and covenant contained herein will have independent significance. If any party
bereto 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 shareholders
and shall not seek redemption with respect to such Shares. Additionally, the Subscriber agi'ees not to tender any Shares in connection
with a tender offer presented to the Company's shareholders in connection with an initial business combination negotiated by the Company.


 


[Signature
Page Follows]


 






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If
the foregoing accurately sets forth our understanding and agreement, please sign the enclosed copy of this Agreement and return it to
us.


 


	 	Very
    truly yours,
	 	 
	 	AP
    ACQUISITION CORP
	 	 
	 	 
	 	By:	
	 	 	Name:
	 	 	Title




 


Accepted
and agreed as of the date first written above.


 


	AP
    SPONSOR LLC	 
	 	 
	By:		 
	 	Name:	 
	 	Title:	 







 


[signature
Page to Securities Subscription Agreement]