Exhibit 10.7


 


Jaws
Hurricane Acquisition Corporation

1601 Washington Avenue, Suite 800


Miami Beach, FL 33139


 


January 19, 2021


 


Hurricane Sponsor LLC


1601 Washington Avenue, Suite 800


Miami Beach, FL 33139


 


	RE:	Securities Subscription Agreement


 


Gentlemen:


 


This agreement (this “Agreement”)
is entered into on January 19, 2021 by and between Hurricane Sponsor LLC, a Delaware limited liability company (the “Subscriber”
or “you”), and Jaws Hurricane Acquisition Corporation, a Delaware corporation (the “Company”).
Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 7,187,500 shares of Class
B common stock, $0.0001 par value per share (the “Shares”), up to 937,500 of which are subject to surrender
and cancellation by you if the underwriters of the Company’s initial public offering (“IPO”) of units
(“Units”) 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. 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 subscribes for and purchases
the Shares from the Company, 937,500 of which are subject to surrender and cancellation, on the terms and subject to the conditions
set forth in this Agreement.


 


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 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 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 of 1933, as amended (the “Securities Act”), 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: (x) an effective registration statement under the Securities
Act or (y) 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 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 federal and 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 of Regulation D 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 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.


 




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2.1.9
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 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. 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 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).


 


2.2.2
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 (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, 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 subject, (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.


 




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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 Company’s IPO is not exercised in full, the Subscriber
acknowledges and agrees that it shall surrender for cancellation any and all rights to such number of Shares (up to an aggregate
of 937,500 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following
such surrender, the Subscriber (and all other initial shareholders prior to the IPO, if any) will own an aggregate number of Shares
(not including common stock issuable upon exercise of any warrants or any common stock purchased by Subscriber in the Company’s
IPO or in the aftermarket) equal to 20% of the issued and outstanding common stock of the Company immediately following the IPO.


 


3.2
Termination of Rights as Shareholder. If any of the Shares are surrendered
and cancelled 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 common stock 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 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 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
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 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, 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 LOCKUP PROVISIONS AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE
TERM OF THE LOCKUP.”


 




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5.3
Additional Shares or Substituted Securities. In the event of the declaration
of a share capitalization, the declaration of an extraordinary dividend payable in a form other than Shares, a spin-off, a share
sub-division, 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 (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 Subscriber and the Company, substantially in the form to be filed as an exhibit to the Registration
Statement on Form S-1 associated with the Company’s IPO, embodies the entire agreement and understanding between the Subscriber
and the Company with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings
relating to the subject matter hereof. No statement, representation, warranty, covenant or agreement of any kind not expressly
set forth in this Agreement shall affect, or be used to interpret, change or restrict, the express terms and provisions of this
Agreement.


 


6.4
Modifications and Amendments. The terms and provisions of this Agreement
may be modified or amended only by written agreement executed by all parties hereto.


 


6.5
Waivers and Consents. The terms and provisions of this Agreement may be
waived, or consent for the departure therefrom granted, only by a written document executed by the party entitled to the benefits
of such terms or provisions. No such waiver or consent shall be deemed to be or shall constitute a waiver or consent with respect
to any other terms or provisions of this Agreement, whether or not similar. Each such waiver or consent shall be effective only
in the specific instance and for the purpose for which it was given, and shall not constitute a continuing waiver or consent.


 


6.6
Assignment. The rights and obligations under this Agreement may not be
assigned by either party hereto without the prior written consent of the other party.


 




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6.7
Benefit. All statements, representations, warranties, covenants and agreements
in this Agreement shall be binding on the parties hereto and shall inure to the benefit of the respective successors and permitted
assigns of each party hereto. Nothing in this Agreement shall be construed to create any rights or obligations except among the
parties hereto, and no person or entity shall be regarded as a third-party beneficiary of this Agreement.


 


6.8
Governing Law. This Agreement and the rights and obligations of the parties
hereunder shall be construed in accordance with and governed by the laws of Delaware 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.


 




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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 Redemption 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 agrees not to redeem 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,
	 	 	 
	 	Jaws Hurricane Acquisition
    Corporation
	 	 	 
	 	By: 	/s/
    Matthew Walters
	 	 	Name: Matthew Walters
	 	 	Title:   Chief Executive Officer


 


Accepted and agreed as of the date first written
above.


 


Hurricane Sponsor LLC


 


	By: 	/s/
    Matthew Walters	 
	 	Name: Matthew Walters	 
	 	Title:   Chief Executive Officer	 


 



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