Exhibit 10.3


 


MINDSET GROWTH OPPORTUNITIES I CORP.


77 Geary St. – 5th Floor


San Francisco, CA
94108


 


September 16, 2021


 


Mindset Growth Sponsor I LLC


77 Geary
St. – 5th Floor


San Francisco, CA 94108


 


RE: Subscription
Agreement for Founder Shares


 


Ladies and Gentlemen:


 


We are pleased to
accept the offer Mindset Growth Sponsor I LLC (the “Subscriber” or “you”) has made to purchase
4,312,500 shares (“Founder Shares”) of Class B common stock, $0.0001 par value per share (the “Class B Common
Stock” together with all other classes of Company (as defined below) common stock, the “Common Stock”),
of Mindset Growth Opportunities I Corp., a Delaware corporation (the “Company”), up to 562,500 of which are subject
to forfeiture by you if the underwriters of the proposed initial public offering (“IPO”) of the Company pursuant to
the registration statement on Form S-1 expected to be filed by the Company in connection with the IPO (the “Registration Statement”)
do not fully exercise their over-allotment option (the “Over-allotment Option”) as described below. The terms (this
“Agreement”) on which the Company is willing to sell the Founder Shares to the Subscriber, and the Company and the
Subscriber’s agreements regarding such Founder Shares, are as follows:


 


1. Purchase
of Founder Shares. For the sum of $25,000.00 (the “Purchase Price”), which the Company acknowledges receiving in
cash, the Company hereby sells and issues the Founder Shares to the Subscriber, and the Subscriber hereby purchases the Founder Shares
from the Company, subject to the forfeiture provisions of Section 3 below, 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 Founder Shares, or effect such delivery in book-entry form.


 


 2. Representations, Warranties and Agreements.




 


2.1 The
Subscriber’s Representations, Warranties and Agreements. To induce the Company to issue the Founder 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 Founder 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, (iii) any law, statute, rule or
regulation to which the Subscriber is subject, or (iv) any agreement, order, judgment or decree to which the Subscriber is
subject.


 






     


     


    

 


2.1.3 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 will be 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 Founder Shares and (ii) able to bear the economic risk of its investment in the Founder Shares for an indefinite
period of time because the Founder Shares have not been registered under the Securities Act (as defined below) and therefore cannot
be resold 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 Founder Shares are sold pursuant to: (x) an
effective registration statement under the Securities Act or (y) an exemption from registration available with respect to such sale.
The Subscriber is able to bear the economic risks of an investment in the Founder Shares and to afford a complete loss of the
Subscriber’s investment in the Founder 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 or its prospects.


 


2.1.6 Regulation
D Offering. 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 Section
501(a) of Regulation D under the Securities Act or similar exemptions under federal and state law.





 


2.1.7 Investment
Purposes. The Subscriber is purchasing the Founder 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 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


     


    

 


2.1.8 Restrictions
on Transfer; Shell Company. The Subscriber understands the Founder Shares are being offered in a transaction not involving a public
offering within the meaning of the Securities Act. The Subscriber understands the Founder Shares will be “restricted securities”
as defined in Rule 144(a)(3) under the Securities Act and the Subscriber understands that any certificate or book entries representing
the Founder 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 Founder Shares, such Founder Shares may be offered, resold, pledged or otherwise transferred only in accordance
with the provisions of Section 5 hereof. The Subscriber agrees that if any transfer of its Founder Shares or any interest therein is proposed
to be made, as a condition precedent to any such transfer, the Subscriber may be required to deliver to the Company an opinion of counsel
satisfactory to the Company. Absent registration under the Securities Act or an exemption therefrom, the Subscriber agrees not to resell
the Founder 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 Founder Shares until at least one year following consummation of the initial business combination
of the Company, despite technical compliance with the certain 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 Founder 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, (iii) any law, statute, rule or regulation
to which the Company is subject, or (iv) 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 Founder 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 Founder 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 Founder 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 seek to recover damages or to obtain other relief in connection with any transactions.


 






    3


     


    

 


 3. Forfeiture of Founder 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 (and, if applicable, any transferee of Shares) shall automatically 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 Founder Shares (up to an aggregate of 562,500 Founder Shares and pro rata based upon the
percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber (and any such transferees),
collectively with all other initial stockholders of the Company prior to the IPO, will own an aggregate number of shares of Class B Common
Stock equal to 20% of the issued and outstanding Common Stock immediately following the IPO.


 


3.2 Termination
of Rights as Stockholder. If any of the Founder Shares are forfeited in accordance with this Section 3, then after such time the Subscriber
(or its successor in interest), shall no longer have any rights as a holder of such forfeited Founder Shares, and the Company shall take
such action as is appropriate to cancel such forfeited Founder Shares.


 


3.3 Share
Certificates. In the event an adjustment to any certificate representing the Founder Shares purchased pursuant hereto is required
pursuant to this Section 3, then the Subscriber shall return such 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 shall be issued
in such amount representing the adjusted number of Founder Shares held by the Subscriber. Such 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 Founder 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 securities in the IPO or securities of the Company issued in the IPO in the aftermarket, any additional Common
Stock so purchased shall be eligible to receive any liquidating distributions from the Trust Account by the Company. However, in no
event will the Subscriber have the right to redeem any shares of Common Stock 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 entered into between the Company and the Subscriber in connection with the consummation of the IPO, the Subscriber
agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Founder 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
Founder 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.


 






    4


     


    

 


5.2 Lock-up.
The Subscriber acknowledges that the Founder 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 Founder Shares until the earlier to occur of: (A) one year
after the completion of the Company’s initial business combination or (B) the date on which the Company completes a liquidation,
merger, stock exchange or other similar transaction after its initial business combination that results in all of its stockholders having
the right to exchange their shares of Common Stock for cash, securities or other property. Notwithstanding the foregoing, if the last
sale price of the Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations
and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial
business combination, the Founder Shares will be released from the Lock-up.


 


5.3 Restrictive
Legends. All certificates representing the Founder 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 (IF THE COMPANY SO REQUESTS), IS AVAILABLE.” “THE SECURITIES REPRESENTED
HEREBY ARE SUBJECT TO LOCKUP PROVISIONS AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF
THE LOCKUP PERIOD.”


 


5.4 Additional
Founder Shares or Substituted Securities. In the event of the declaration of a stock dividend, the declaration of a special 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 Founder Shares subject to this Section
5 or into which such Founder 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 or class of Founder Shares subject
to this Section 5 and Section 3.


 


5.5 Registration
Rights. The Subscriber acknowledges that the Founder 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”).


 


 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 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 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, 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.





 






    5


     


    

 


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 applicable to contracts wholly performed within the borders of such state.


 


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


     


    

 


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 hold 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 sections 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 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 section 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 Redemption of Founder Shares. The Subscriber agrees to vote the Founder 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
Founder Shares. Additionally, the Subscriber agrees not to redeem any Founder Shares in connection with a redemption or 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 attorneys’ 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]





 






    7


     


    

 


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,
	 	 
	 	MINDSET GROWTH OPPORTUNITIES I CORP.


 


	 	By:	/s/ Daniel Ibri
	 	 	Name:   Daniel Ibri
	 	 	Title:     Chief Executive
    Officer


 


Accepted and agreed this 16th day of September, 2021.


 


MINDSET GROWTH SPONSOR I LLC


 


	By: 	/s/ Daniel Ibri	 
		Name:   Daniel Ibri	 
		Title:     Manager	 


 


[Signature Page to Subscription Agreement]


 



    8