Exhibit 10.5


 


Execution Version


 


June 15, 2022


 


PRIVATE UNIT SUBSCRIPTION AGREEMENT


BETWEEN THE REGISTRANT AND US TIGER SECURITIES,
INC.


 


Feutune Light Acquisition Corporation


48 Bridge Street, Building A


Metuchen, New Jersey 08840


 


Ladies and Gentlemen:


 


Feutune Light Acquisition
Corporation (the “Company”), a blank check company formed for the purpose of acquiring one or more businesses or entities
(a “Business Combination”), intends to register its securities under the Securities Act of 1933, as amended (“Securities
Act”), in connection with its initial public offering (“IPO”), pursuant to a registration statement on Form
S-1 (“Registration Statement”).


 


The undersigned hereby commits
that it will purchase 20,000 units, with each Private Unit consisting of one share of Class A common stock of the Company, par value $0.0001
per share (the “Class A Common Stock”), one redeemable warrant, with each whole warrant to acquire one share of Class
A Common Stock (the “Warrants”) and one right, with each right to receive one-tenth (1/10) of one share of Class A
Common Stock (the “Rights”), at $10.00 per Private Unit, for a purchase price of $200,000 (the “Private Unit
Purchase Price”).


 


The consummation of the issuance
of the Private Units shall occur simultaneously with the consummation of the IPO. Simultaneously with the consummation of the IPO, the
Company shall deposit the Private Unit Purchase Price, without interest or deduction, into the trust fund (“Trust Fund”)
established by the Company for the benefit of the Company’s public shareholders as described in the Registration Statement. If the
Company does not complete the IPO within ten (10) days from the date of this letter, the Private Unit Purchase Price (without interest
or deduction) will be returned to the undersigned.


 


The Private Units will be
identical to the units to be sold by the Company in the IPO. Additionally, the undersigned agrees:


 


	 	●	to vote the shares of Class A Common Stock included in the Private Units in favor of any proposed Business Combination;


 


	 	●	not to propose, or vote in favor of, an amendment to the Company’s Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of the Company’s shares of Class A Common Stock sold in the IPO if the Company does not complete an initial Business Combination within 9 months from the closing of the IPO (or up to 18 months, as applicable), unless the Company provides the holders of shares of Class A Common Stock sold in the IPO with the opportunity to redeem their shares of Class A Common Stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount of the Trust Fund, including interest earned on Trust Fund and not previously released to the Company to pay the Company’s franchise and income taxes, divided by the number of then outstanding shares of Class A Common Stock sold in the IPO;


 






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	 	●	not to convert any shares of Class A Common Stock included in the Private Units into the right to receive cash from the Trust Fund in connection with a shareholder vote to approve either a Business Combination or an amendment to the provisions of the Company’s Amended and Restated Certificate of Incorporation, and not to tender the Private Units in connection with a tender offer conducted prior to the closing of a Business Combination;


 


	 	●	The Warrants and Rights included in the Private Units are not exercisable, exchangeable or convertible for more than five (5) years from the commencement of sales of the IPO;
	 	 	 
	 	●	the undersigned will not participate in any liquidation distribution with respect to the Private Units (but will participate in liquidation distributions with respect to any units or shares of Class A Common Stock purchased by the undersigned in the IPO or in the open market) if the Company fails to consummate a Business Combination; and


 


	 	●	the Private Units will include any additional terms or restrictions as is customary in other similarly structured blank check company offerings or as may be reasonably required by the underwriters in the IPO in order to consummate the IPO, each of which will be set forth in the Registration Statement.


 


Further, the undersigned agrees
that its Private Units, and any underlying securities are not transferable or salable until the completion of the Company’s initial
Business Combination, except in each case (a) to the Company’s officers or directors, any affiliates or family members of any of
the Company’s officers or directors, any affiliate of the undersigned, any members of the undersigned, or any of their affiliates,
officers, directors, direct and indirect equity holders, (b) in the case of an individual, by gift to a member of the individual’s
immediate family, to a trust, the beneficiary of which is a member of the individual’s immediate family or an affiliate of such
person, or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of
the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers
made in connection with the consummation of a Business Combination at prices no greater than the price at which the securities were originally
purchased; (f) in the event of the Company’s liquidation prior to the completion of the Company’s initial Business Combination;
or (g) by virtue of the laws of Cayman Islands or the undersigned’s limited liability company agreement upon dissolution of the
undersigned, provided, however, that in the case of clauses (a) through (e), or (g) these permitted transferees must enter into a written
agreement agreeing to be bound by these transfer restrictions.


 


The undersigned acknowledges
and agrees that the purchaser of the Private Units will execute agreements in form and substance typical for transactions of this nature
necessary to effectuate the foregoing agreements and obligations prior to the consummation of the IPO as are reasonably acceptable to
the undersigned. In addition, the undersigned hereby waives any and all right, title, interest or claim of any kind in or to any distribution
of the Trust Fund and any remaining net assets of the Company as a result of such liquidation with respect to the undersigned’s
shares of Class A Common Stock underlying the Private Units and the 60,000 shares of Class A Common Stock issued as the representative
shares in connection with the IPO (“Claim”) and hereby waives any Claim the undersigned may have in the future as a result
of, or arising out of, any contracts or agreements with the Company and will not seek recourse against the Trust Fund for any reason whatsoever.
The undersigned acknowledges and agrees that there will be no distribution from the Trust Fund with respect to any Warrants or Rights
underlying the Private Units, all of which will terminate on the Company’s liquidation.


 






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The undersigned further acknowledges
and agrees that the Placement Units and their component parts and the related registration rights will be deemed compensation by the Financial
Industry Regulatory Authority (“FINRA”) and will therefore, pursuant to Rule 5110(g) of the FINRA Manual, be subject to lock-up
for a period of 180 days immediately following the date of effectiveness or commencement of sales in the IPO, subject to FINRA Rule 5110(g)(1).
Additionally, the Placement Units and their component parts and the related registration rights may not be sold, transferred, assigned,
pledged or hypothecated during the foregoing 180 day period following the effective date of the Registration Statement except to any underwriter
or selected dealer participating in the IPO and the bona fide officers or partners of the undersigned and any such participating underwriter
or selected dealer. Additionally, the Placement Units and their component parts and the related registration rights will not be the subject
of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of such securities by any
person for a period of 180 days immediately following the date of effectiveness or commencement of sales in the IPO. Additionally, the
undersigned may not exercise demand or piggyback rights with respect to the Placement Units and their components parts after five (5)
and seven (7) years, respectively, from the effective date of the Registration Statement and may not exercise demand rights on more than
one occasion.


 


The undersigned hereby represents
and warrants that:


 


	 	(a)	it has been advised that the Private Units have not been registered under the Securities Act;


 


	 	(b)	it will be acquiring the Private Units for its account for investment purposes only;


 


	 	(c)	it has no present intention of selling or otherwise disposing of the Private Units in violation of the securities laws of the United States;


 


	 	(d)	it has had both the opportunity to ask questions and receive answers from the officers and directors of the Company and all persons acting on its behalf concerning the terms and conditions of the offer made hereunder;


 


	 	(e)	it is familiar with the proposed business, management, financial condition and affairs of the Company;


 


	 	(f)	it has full power, authority and legal capacity to execute and deliver this letter and any documents contemplated herein or needed to consummate the transactions contemplated in this letter; and


 


	 	(g)	this letter constitutes its legal, valid and binding obligation, and is enforceable against it.


 


This letter agreement constitutes
the entire agreement between the undersigned and the Company with respect to the purchase of the Private Units, and supersedes all prior
and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the same.


 


[signature page follows]


 




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	Very truly yours,
	 	 
	 	US Tiger Securities, Inc. 
	 	 
	 	By:	         
	 	Name:	 
	 	Title:	 


 


Accepted and Agreed:


 


Feutune Light Acquisition Corporation


 


	By:	/s/
    Yuanmei Ma	 
	 	Name:	Yuanmei Ma	 
	 	Title:  	Chief Financial Officer	 





 


[signature page to subscription agreement with
US Tiger – Feutune Light Acquisition Corporation]


 


 


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