Exhibit 10.5


 


HUNT COMPANIES ACQUISITION CORP. I


4401 North Mesa Street

El Paso, TX 79902


 


March 8, 2021


 


Hunt Companies Sponsor, LLC

4401 North Mesa Street

El Paso, TX 79902


 


RE: Securities Subscription Agreement


 


Ladies and Gentlemen:


 


We are pleased to accept
the offer Hunt Companies Sponsor, LLC (the “Subscriber” or “you”) has made to purchase 5,750,000
of Class B ordinary shares (the “Shares”), $0.0001 par value per share (the “Class B Ordinary
Shares” and, together with all other classes of the Company’s (as defined below) ordinary shares, the “Ordinary
Shares”), up to 750,000 Shares of which are subject to complete or partial forfeiture by you if the underwriters of the
initial public offering (“IPO”) of Hunt Companies Acquisition Corp. I, a Cayman Islands exempted company (the
 “Company”), do not fully exercise their over-allotment option (the “Over-allotment Option”).
The terms (this “Agreement”) on which the Company is willing to sell the Shares to the Subscriber, and the Company
and the Subscriber’s agreements regarding the Shares, are as follows:


 


		1.	Purchase of Shares.



 


		1.1	Subscription and Purchase of Shares. For the sum of $25,000 (the “Purchase Price”),
which the Company acknowledges receiving from or on behalf of the Subscriber, 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 matter of Cayman Islands law.



 


		1.2	Repurchase of Class B Ordinary Share. Prior to the issue of the Shares, the Company
hereby repurchases the one (1) Class B ordinary share held by the Subscriber following the incorporation of the Company
for the purchase price of $0.0001, on a fully paid basis.



 






    


     


    

 


		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
certification of formation and the limited liability company agreement 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 the State 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 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 resold unless subsequently
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 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 Shares and to afford a complete loss of the 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, 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.



 






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		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 and acknowledges the sale contemplated
hereby is being made in reliance on a private placement exemption applicable to “accredited investors” 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 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. The Subscriber understands the Shares are being
offered in a transaction not involving a public offering within the meaning of the Securities Act. The Subscriber understands the
Shares will be “restricted securities” as defined in Rule 144(a)(3) under the Securities Act and the Subscriber
understands that the certificate 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, the Shares may be offered, resold, pledged or
otherwise transferred only in accordance with the provisions of Section 5.1 hereof. The Subscriber agrees that if any transfer
of the 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 or an exemption, the
Subscriber agrees not to resell the 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 Shares until 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.



 






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



 


		2.2.1	Organization and Corporate Power. The Company is a 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.



 


		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 the memorandum and articles of association 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 Shares will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment
pursuant to, the terms hereof the Subscriber will have or receive good title to the Shares, free and clear of all liens, claims
and encumbrances of any kind, other than (a) transfer restrictions hereunder and other agreements to which the Shares may
be subject which have been notified to the Subscriber in writing, (b) transfer restrictions under federal and state securities
laws, and (c) liens, claims or encumbrances imposed due to the actions of the Subscriber.



 


		2.2.4	No Adverse Actions. There are no actions, suits, investigations or proceedings pending,
threatened against or affecting the Company which (i) seek to restrain, enjoin, prevent the consummation of or otherwise affect
the transactions contemplated by this Agreement or (ii) question the validity or legality of any transactions or seek to recover
damages or to obtain other relief in connection with any transactions.



 


		3.	Forfeiture of Shares.



 


		3.1	Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option
granted to the representative 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 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 immediately following the IPO.



 






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		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 Ordinary Shares
so purchased shall be eligible to receive any liquidating distributions by the Company. However, in no event will the Subscriber
have the right to redeem any Shares for funds held in the Trust Account upon the successful completion of an initial business combination
by the Company.



 


		5.	Restrictions on Transfer.



 


		5.1	Restrictive Legends. All certificates representing the Shares shall have endorsed thereon
legends substantially as follows:



 


“THE SECURITIES REPRESENTED
HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES
NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN
THE OPINION OF COUNSEL, IS AVAILABLE.”


 


“THE SECURITIES REPRESENTED
BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP PROVISIONS AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED
DURING THE TERM OF THE LOCKUP PERIOD.”


 


		5.2	Additional Shares or Substituted Securities. In the event of the declaration of a share
dividend, the declaration of a special dividend payable in a form other than Ordinary Shares, a spin-off, a share split, an adjustment
in conversion ratio, a recapitalization or a similar transaction affecting the Company’s outstanding Ordinary 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 or class of Shares subject to this Section 5 and Section 3.



 






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		5.3	Registration Rights. The 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. 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 and the Registration
Rights Agreement, each substantially in the form to be filed as an exhibit to the Registration Statement on Form S-1, 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.



 






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		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 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.



 






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		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 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.



 






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		7.	Voting and Redemption of Shares. The 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 redemption or 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,
	 	 
	 	HUNT COMPANIES ACQUISITION CORP. I
	 	 
	 	By:	 /s/ Ryan McCrory
	 	 	Name: 	Ryan McCrory
	 	 	Title: 	Head of Corporate



 


Accepted and agreed this 3rd day of March, 2021.


 


	HUNT COMPANIES SPONSOR, LLC	 
	 	 
	By:	 /s/ Ryan McCrory	 
	 	Name: 	Ryan McCrory	 
	 	Title: 	Authorized Person	 



 


[Signature
Page to Securities Subscription Agreement]