Exhibit 10.5


 


UNIT SUBSCRIPTION AGREEMENT


 


This UNIT SUBSCRIPTION AGREEMENT
(this “Agreement”) is made as of February 10, 2022, by and between HNR Acquisition Corp, a Delaware corporation
(the “Company”) and HNRAC Sponsors, LLC, a Delaware limited liability company (the “Purchaser”).


 


WHEREAS, the Company, a blank
check company formed for the purpose of acquiring one or more businesses or entities, intends to register its securities under the Securities
Act of 1933, as amended (“Securities Act”) pursuant to a registration statement on Form S-1 (File No: 333-252548)
(“Registration Statement”) in an initial public offering (“IPO”), and the Company
currently anticipates selling units in the IPO, each comprised of one share of common stock, par value $0.0001 per share of the Company
(“Common Stock”), and one redeemable warrant to purchase three quarters of one share of Common Stock; and


 


WHEREAS, in connection with
the IPO, the Company desires to sell on a private placement basis (the “Offering”) an aggregate of up to 505,000
units (the “Units”) of the Company, which are substantially similar to the units to be sold in the IPO, with
each Unit comprised of one share of Common Stock and one warrant (the “Warrant”) to purchase three quarters
of one share of Common Stock (the “Warrant Shares”), to be governed by the Warrant Agreement (defined herein),
for an aggregate purchase price of up to $5,050,000, or $10.00 per Unit.


 


WHEREAS, the Purchaser desires to purchase the Units and the Company
wishes to accept such subscription.


 


NOW, THEREFORE, in consideration
of the promises and the mutual covenants hereinafter set forth and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Company and the Purchaser hereby agree as follows:


 


 1. Agreement to Subscribe




 


 1.1. Purchase and Issuance of the Units.




 


(a) For
the aggregate sum of $4,600,000 (the “Initial Purchase Price”), upon the terms and subject to the conditions
of this Agreement, the Purchaser hereby agrees to purchase from the Company, and the Company hereby agrees to sell to the Purchaser, on
the Closing Date (as defined in Section 1.2) (the “Initial Offering”) 460,000 Units at $10.00 per Unit (the
“Initial Units”).


 


(b) Additionally,
if the underwriter in the IPO exercises its over-allotment option in full or part, the undersigned further agrees to purchase (the “Overallotment
Purchase”) up to an additional 45,000 Units (“Additional Units”) at $10.00 per unit for an aggregate
purchase price of up to $450,000 (the “Over-Allotment Purchase Price” and together with the Initial Purchase
Price, the “Purchase Price”). The parties may also mutually agree to close on the Overallotment Purchase if
the underwriters do not exercise their IPO over-allotment option on such date and time, and in such amounts, as the parties mutually agree.


 


(c) The
undersigned agrees that if the size of the IPO is increased or decreased for any reason, the amount of the Purchaser’s investment
will be either increased or decreased, as applicable, so that the Purchaser’s percentage of the aggregate investment in Units made
by the Purchaser and other investors of the Company remains the same. If the size of the offering is increased, the undersigned agrees
that it will deliver the purchase price for such additional securities to CST as set forth in Section 1.3 below or as promptly as is reasonably
practicable following the increase. If the size of the offering is decreased, the unused portion of the Purchase Price shall be returned
to the undersigned.


 


1.2. Closing.
The closing (“Closing”) of the Initial Offering shall take place simultaneously with the consummation of the
IPO (the “Closing Date”), and the closing of any Overallotment Purchase (the “Overallotment Closing”)
shall take place simultaneously with the overallotment closing of the IPO (the “Overallotment Closing Date”)
either remotely or at the offices of K&L Gates LLP, 599 Lexington Avenue, New York, New York 10022- 6030.


 


1.3. Delivery of the
Purchase Price. The parties hereto acknowledge that the Initial Purchase Price and the Over- allotment Purchase Price is
currently held in an account at Continental Stock Transfer & Trust Company (“CST”). At least one business day prior to the effective date of the Registration Statement, the Purchaser agrees that CST is hereby irrevocably authorized
to deposit the Initial Purchase Price on the Closing Date to the trust account which will be established for the benefit of the
Company’s public shareholders, managed pursuant to that certain Investment Management Trust Agreement to be entered into by
and between the Company and CST and into which substantially all of the proceeds of the IPO will be deposited (the
“Trust Account”). Upon the effectiveness of the Overallotment Closing, the Purchaser agrees that CST is
hereby irrevocably authorized to deposit the Over-Allotment Purchase Price on the Overallotment Closing Date If the IPO is not
consummated within 30 days of the date the Purchase Price is delivered to CST, the Initial Purchase Price and the Over-Allotment
Purchase Price shall be returned to the Purchaser by certified bank check or wire transfer of immediately available funds
denominated in United States Dollars, without interest or deduction. If the underwriter in the IPO does not exercise its
over-allotment option and the parties do not otherwise mutually agree to close on the Overallotment Purchase, then the
Over-Allotment Purchase Price shall be returned to the Purchaser by certified bank check or wire transfer of immediately available
funds denominated in United States Dollars, without interest or deduction.


 






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1.4. Delivery
of Unit Certificate. Upon the Closing Date and after delivery of the Initial Purchase Price in accordance with Section 1.3, the Purchaser
shall become irrevocably entitled to receive a unit certificate representing the Initial Units purchased hereunder. Upon the Over-Allotment
Closing Date and after delivery of the Additional Purchase Price in accordance with Section 1.3, the Purchaser shall become irrevocably
entitled to receive a unit certificate representing the Additional Units purchased hereunder.


 


 2. Representations and Warranties of the Purchaser




 


The Purchaser represents and warrants to the Company that:


 


2.1. No
Government Recommendation or Approval. It understands that no United States federal or state agency or similar agency of any other
country has passed upon or made any recommendation or endorsement of the Company, the Offering, the Units, the Warrants, the Warrant Shares
or the Common Stock underlying the Units (excluding the Warrant Shares, the “Unit Shares” and, collectively
with the Units, Warrants, Warrant Shares, the “Securities”).


 


2.2. Organization.
It is a 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.


 


2.3. Private
Offering. 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”) or it is not a “U.S. Person” as defined in Rule 902 of
Regulation S (“Regulation S”) under the Securities Act. It acknowledges that 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 and similar exemptions under state law or a non-U.S. Person under Regulation S.


 


2.4. Authority.
This Agreement has been validly authorized, executed and delivered by the Purchaser and is a valid and binding agreement enforceable 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).


 


2.5. No
Conflicts. The execution, delivery and performance of this Agreement and the consummation by the Purchaser of the transactions contemplated
hereby do not violate, conflict with or constitute a default under (i) the Purchaser’s organizational documents, (ii) any agreement,
indenture or instrument to which the Purchaser is a party or (iii) any law, statute, rule or regulation to which the Purchaser is subject,
or any agreement, order, judgment or decree to which the Purchaser is subject.


 


2.6. No Legal Advice
from Company. It acknowledges it has had the opportunity to review this Agreement and the transactions contemplated by this
Agreement and the other agreements entered into between the parties hereto with its own legal counsel and investment and tax
advisors. Except for any statements or representations of the Company made in this Agreement and the other agreements entered into
between the parties hereto, it is relying solely on such counsel and advisors and not on any statements or representations of the
Company or any of its representatives or agents for legal, tax or investment advice with respect to this investment, the
transactions contemplated by this Agreement or the securities laws of any jurisdiction.


 






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2.7. Access
to Information; Independent Investigation. Prior to the execution of this Agreement, it 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, it has relied solely on its own knowledge and understanding of the Company
and its business based upon its own due diligence investigation and the information furnished pursuant to this paragraph. It 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 it 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.


 


2.8. Reliance
on Representations and Warranties. It understands the Units are being offered and sold to it in reliance on exemptions from the registration
requirements under the Securities Act, and analogous provisions in the laws and regulations of various states, and that the Company is
relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Purchaser
set forth in this Agreement in order to determine the applicability of such provisions.


 


2.9. No
Advertisements. It is not subscribing for the Units as a result of or subsequent to any advertisement, article, notice or other communication
published in any newspaper, magazine, or similar media or broadcast over television or radio, or presented at any seminar or meeting.


 


2.10. Legend.
It acknowledges and agrees the certificates evidencing the Units, the Shares and the Warrants shall bear a restrictive legend (the “Legend”),
in form and substance as set forth in Section 4 hereof, prohibiting the offer, sale, pledge or transfer of the securities, except (i)
pursuant to an effective registration statement covering these securities under the Securities Act or (ii) pursuant to any other exemptions
from the registration requirements under the Securities Act and such laws which, in the opinion of counsel for the Company, is available.


 


2.11. Experience,
Financial Capability and Suitability. It is (i) sophisticated in financial matters and is able to evaluate the risks and benefits
of the investment in the Securities and (ii) able to bear the economic risk of this investment in the Securities for an indefinite period
of time because the Securities have not been registered under the Securities Act and therefore cannot be sold unless subsequently registered
under the Securities Act or an exemption from such registration is available. It has substantial experience in evaluating and investing
in transactions of securities in companies similar to the Company so that it is capable of evaluating the merits and risks of its investment
in the Company and has the capacity to protect its own interests. It has substantial experience in evaluating and investing in transactions
of securities in companies similar to the Company so that it is capable of evaluating the merits and risks of its investment in the Company
and has the capacity to protect its own interests.


 


2.12. Investment
Purposes. It is purchasing the Securities solely for investment purposes, for its own account and not for the account or benefit of
any other person, and not with a view towards the distribution or dissemination thereof and it has no present arrangement to sell the
interest in the Securities to or through any person or entity.


 


2.13. Restrictions
on Transfer. It acknowledges and understands the Units are being offered in a transaction not involving a public offering in the
United States within the meaning of the Securities Act. The Securities have not been registered under the Securities Act, and, if in
the future, it decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offered, resold,
pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B)
pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act (“Rule
144”), if available, or (C) pursuant to any other available exemption from the registration requirements of the
Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. It agrees
that if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such
transfer, it may be required to deliver to the Company an opinion of counsel satisfactory to the Company. Absent registration or
another available exemption from registration, it agrees it will not resell the Securities. It further acknowledges that because the
Company is a shell company, Rule 144 may not be available to it for the resale of the Securities until the one year anniversary
following consummation of the initial Business Combination (defined below) 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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 3. Representations and Warranties of the Company




 


The Company represents and warrants to the Purchaser that:


 


3.1. Valid
Issuance of Share Capital. The total number of all classes of share capital which the Company has authority to issue is (i) 100,000,000
shares of common stock, par value $0.0001 per share and (ii) 1,000,000 shares of preferred stock, par value $0.0001 per share. As of the
date hereof, the Company has issued 2,501,250 shares of common stock (of which 326,250 shares are subject to forfeiture as described in
the Registration Statement related to the IPO) and no preferred shares issued and outstanding. All of the issued share capital of the
Company has been duly authorized, validly issued, and are fully paid and non-assessable.


 


3.2. Title
to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the warrant agreement to be entered
into with CST on or prior to the closing of the IPO (“Warrant Agreement”) and the Amended and Restated Certificate
of Incorporation of the Company, as the case may be, each of the Warrants and the Unit Shares will be duly and validly issued, fully paid
and non-assessable. On the date of issuance of the Units, the Warrant Shares shall have been reserved for issuance. Upon issuance in accordance
with the terms hereof and the Warrant Agreement, the Purchaser will have or receive good title to the Warrant Shares, free and clear of
all liens, claims and encumbrances of any kind other than (i) transfer restrictions hereunder and pursuant to the insider letter to be
entered into with the Company on or prior to the closing of the IPO (the “Insider Letter”) and (ii) transfer
restrictions under federal and state securities laws.


 


3.3. Organization
and Qualification. The Company has been duly incorporated and is validly existing and in good standing in Delaware and has the requisite
corporate power to own its properties and assets and to carry on its business as now being conducted.


 


3.4. Authorization;
Enforcement. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this
Agreement and to issue the Securities in accordance with the terms hereof, (ii) the execution, delivery and performance of this Agreement
by the Company and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary corporate
action and no further consent or authorization of the Company or its Board of Directors or shareholders is required, and (iii) this Agreement
constitutes, and upon the execution and delivery thereof, the Warrants and Warrant Agreement, will constitute, valid and binding obligations
of the Company enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited
by applicable bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization, or similar laws relating to, or affecting generally
the enforcement of, creditors’ rights and remedies or by equitable principles of general application and except as enforcement of
rights to indemnity and contribution may be limited by federal and state securities laws or principles of public policy.


 


3.5. No
Conflicts. The execution, delivery and performance of this Agreement and the consummation by the Company of the transactions contemplated
hereby do not (i) result in a violation of the Company’s Certificate of Incorporation, (ii) conflict with, or constitute a default
under any agreement, indenture or instrument to which the Company is a party or (iii) conflict with 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. Other than any federal, state
or foreign securities filings which may be required to be made by the Company subsequent to the Closing, and any registration statement
which may be filed pursuant thereto, the Company is not required under federal, state or local law, rule or regulation to obtain any consent,
authorization or order of, or make any filing or registration with, any court or governmental agency or self-regulatory entity in order
for it to perform any of its obligations under this Agreement or issue the Units, the Warrants or the Common Stock underlying the Units
or Warrants in accordance with the terms hereof.





 






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 4. Legends; Registration Rights; Escrow Agreement;




 


4.1. Legend.
The Company will issue the Units, the Warrants and the Unit Shares, and when issued, the Warrant Shares, purchased by the Purchaser, in
the name of the Purchaser. The Securities will bear the following Legend and appropriate “stop transfer” instructions:


 


“THESE SECURITIES
HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THESE SECURITIES
MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER THE
SECURITIES ACT, (B) TO A NON-U.S. PERSON IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE
SECURITIES ACT, (C) PURSUANT TO THE RESALE LIMITATIONS SET FORTH IN RULE 905 OF REGULATION S UNDER THE SECURITIES ACT, (D) PURSUANT TO
AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (E) PURSUANT TO ANY OTHER EXEMPTION FROM
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE
UNITED STATES OR ANY OTHER JURISDICTION. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH
THE SECURITIES ACT.


 


THE SECURITIES REPRESENTED BY THIS CERTIFICATE
ARE SUBJECT TO AN AGREEMENT BETWEEN HNR ACQUISITION CORP AND HNRAC SPONSORS, LLC AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR
OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP PURSUANT TO THE TERMS SET FORTH THEREIN.”


 


4.2. Purchaser’s
Compliance. Nothing in this Section 4 shall affect in any way the Purchaser’s obligations and agreements to comply with all
applicable securities laws upon resale of the Securities.


 


4.3. Company’s
Refusal to Register Transfer of the Securities. The Company shall refuse to register any transfer of the Securities, if in the sole
judgment of the Company such purported transfer would not be made (i) pursuant to an effective registration statement filed under the
Securities Act, or (ii) pursuant to an available exemption from the registration requirements of the Securities Act.


 


4.4. Registration
Rights. The Purchaser will be entitled to certain registration rights which will be governed by a registration rights agreement (“Registration
Rights Agreement”) to be entered into with the Company on or prior to the closing of the IPO.


 


5. Lockup
The Purchaser acknowledges that the Units (and their constituent securities) cannot be transferred except to certain permitted transferees
until the completion of our initial business combination in accordance with the Insider Letter.


 


 6. Securities Laws Restrictions




 


The Purchaser agrees not
to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Securities unless, prior thereto (a) a registration
statement on the appropriate form under the Securities Act and applicable state securities laws with respect to the Securities proposed
to be transferred shall then be effective or (b) the Company shall have received an opinion from counsel reasonably satisfactory to the
Company, that such registration is not required because such transaction complies with the Securities Act and the rules promulgated by
the Securities and Exchange Commission thereunder and with all applicable state securities laws.


 


 7. Waiver of Distributions from Trust Account




 


In connection with the Securities
purchased pursuant to this Agreement, the Purchaser hereby waives any and all right, title, interest or claim of any kind in or to any
distributions from the Trust Account.





 






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 8. Rescission Right Waiver and Indemnification




 


8.1. Rescission
Waiver. The Purchaser understands and acknowledges that an exemption from the registration requirements of the Securities Act requires
there be no general solicitation of purchasers of the Units. In this regard, if the Offering were deemed to be a general solicitation
with respect to the Units, the offer and sale of such Units may not be exempt from registration and, if not, the Purchaser may have a
right to rescind its purchase of the Units. In order to facilitate the completion of the Offering and in order to protect the Company,
its shareholders and the Trust Account from claims that may adversely affect the Company or the interests of its shareholders, the Purchaser
hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to sue or rights in law or arbitration, as
the case may be, to seek rescission of its purchase of the Units as a result of the issuance of the Units being deemed to be in violation
of Section 5 of the Securities Act. The Purchaser acknowledges and agrees this waiver is being made in order to induce the Company to
sell the Units to the Purchaser. The Purchaser agrees the foregoing waiver of rescission rights shall apply to any and all known or unknown
actions, causes of action, suits, claims or proceedings (collectively, “Claims”) and related losses, costs,
penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection therewith, including
reasonable attorneys’ and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing
or defending against any Claims, whether pending or threatened, in connection with any present or future actual or asserted right to rescind
the purchase of the Units hereunder or relating to the purchase of the Units and the transactions contemplated hereby.


 


8.2. No
Recourse Against Trust Account. The Purchaser agrees not to seek recourse against the Trust Account for any reason whatsoever in connection
with its purchase of the Units or any Claim that may arise now or in the future.


 


8.3. Section
8 Waiver. The Purchaser agrees that to the extent any waiver of rights under this Section 8 is ineffective as a matter of law, the
Purchaser has offered such waiver for the benefit of the Company as an equitable right that shall survive any statutory disqualification
or bar that applies to a legal right. The Purchaser acknowledges the receipt and sufficiency of consideration received from the Company
hereunder in this regard.


 


 9. Terms of the Units




 


The Units shall be substantially
identical to the Units offered in the IPO as set forth in the Underwriting Agreement filed with the Registration Statement, except (i)
the Units (and their constituent securities) cannot be transferred (except to certain permitted transferees) until the completion of the
Company’s initial business combination, (ii) the Units (and their constituent securities) will be entitled to registration rights
as set forth in the Registration Rights Agreement and (iii) the Warrants included in the Units, so long as they are held by Purchaser
or its permitted transferees, (x) will not be redeemable by the Company and (y) may be exercised by the holders on a cashless basis. If
the Warrants included in the Units are held by holders other than Purchaser or any of its permitted transferees, such Warrants will be
redeemable by the Company and exercisable by the holders on the same basis as the warrants included in the units being sold in the IPO.
The Purchaser acknowledges and agrees that it will execute agreements in form and substance typical for transactions of this nature necessary
to effectuate the agreements and obligations set forth in this Agreement prior to the consummation of the IPO as are reasonably acceptable
to Purchaser, including but not limited to (i) the Insider Letter and (ii) the Registration Rights Agreement.


 


 10. Governing Law; Jurisdiction; Waiver of Jury Trial




 


This Agreement shall be
governed by and construed in accordance with the laws of State of New York for agreements made and to be wholly performed within such
territory. The parties hereto hereby waive any right to a jury trial in connection with any litigation pursuant to this Agreement and
the transactions contemplated hereby.


 


 11. Assignment; Entire Agreement; Amendment




 


11.1. Assignment.
Neither this Agreement nor any rights hereunder may be assigned by any party to any other person other than by the Purchaser, without
the prior consent of the Company, to one or more persons agreeing to be bound by the terms hereof. Upon such assignment by a Purchaser,
the assignee(s) shall become Purchaser hereunder and have the rights and obligations provided for herein to the extent of such assignment.





 






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11.2. Entire
Agreement. This Agreement sets forth the entire agreement and understanding between the parties as to the subject matter hereof and
supersedes any and all prior discussions, agreements and understandings of any and every nature.


 


11.3. Amendment.
Except as expressly provided in this Agreement, neither this Agreement nor any term hereof may be amended, waived, discharged or terminated
other than by a written instrument signed by the party against whom enforcement of any such amendment, waiver, discharge or termination
is sought.


 


11.4. Binding
upon Successors. This Agreement shall be binding upon and inure to the benefit of the parties hereto and to their respective heirs,
legal representatives, successors and permitted assigns.


 


 12. Notices; Indemnity




 


12.1 Notices.
All notices, requests, consents and other communications hereunder shall be in writing, shall be addressed to the receiving party’s
address set forth herein or to such other address as a party may designate by notice hereunder, and shall be either (a) delivered by hand,
(b) sent by overnight courier, or (c) sent by certified mail, return receipt requested, postage prepaid. All notices, requests, consents
and other communications hereunder shall be deemed to have been given either (i) if by hand, at the time of the delivery thereof to the
receiving party at the address of such party set forth above, (ii) if sent by overnight courier, on the next business day following the
day such notice is delivered to the courier service, or (iii) if sent by certified mail, on the fifth business day following the day such
mailing is made.


 


12.2 Indemnification.
Except as set forth in Section 8, each party shall indemnify the other party 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 set forth
in this Agreement.


 


 13. 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.


 


 14. Survival; Severability




 


14.1. Survival.
The representations, warranties, covenants and agreements of the parties hereto shall survive the Closing until one (1) year following
the consummation of an initial Business Combination.


 


14.2. Severability.
In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable
or void, this Agreement shall continue in full force and effect without said provision; provided that no such severability shall
be effective if it materially changes the economic benefit of this Agreement to any party.


 


 15. Headings




 


The titles and subtitles
used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.


 


 16. 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.


 


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This subscription is accepted by the Company as
of the date first written above.


 


Accepted and agreed this 10th day of February, 2022


 


	HNRAC SPONSORS, LLC	 
	 	 
	By:	/s/ Donald Orr	        
	Name: 	Donald Orr	 
	Title:	Manager	 



 


[Signature Page for Unit Subscription Agreement]


 


 


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