Exhibit 10.5


 


July 7, 2021


 


Ladies and Gentlemen:


 


Agrico Acquisition Corp. (“Corporation”),
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 to be lead-managed by Maxim Group LLC (“IPO”). The Corporation currently anticipates selling units in the
IPO (“Public Warrants”), each comprised of one ordinary share, par value $0.0001, of the Corporation (“Ordinary Share(s)”)
and one-half of one warrant, each whole warrant to purchase one Ordinary Share.


 


The undersigned hereby commits
to purchase an aggregate of 6,500,000 warrants (or up to 7,250,000 units if the underwriters’ over-allotment option is exercised
in full) (“Private Warrants”) at $1.00 per Private Unit, for an aggregate purchase price of $6,500,000 (or up to $7,250,000
if the underwriters’ over-allotment option is exercised in full) (the “Purchase Price”). Each whole warrant is exercisable
to purchase one Ordinary Share. The Private Warrants will be identical to the Public Warrants except as described in the Corporation’s
Registration Statement on Form S-1 (File No. 333-255426) filed in connection with the IPO (“Registration Statement”). At least
24 hours prior to the effective date (“Effective Date”) of the Registration Statement, the undersigned will cause the Purchase
Price to be delivered to Loeb & Loeb LLP, counsel for the Corporation (“Counsel”), by wire transfer as set forth in the
instructions attached as Exhibit A hereto to hold in a non-interest bearing account until the Corporation consummates the IPO. The undersigned
agrees that if the size of the IPO is increased or decreased for any reason, the amount of the undersigned’s investment will be
either increased or decreased, as applicable, so that the undersigned’s percentage of the aggregate investment in Private Warrants
made by the undersigned and other investors of the Corporation remains the same. If the size of the offering is increased, the undersigned
agrees that it will deliver the purchase price for such additional Private Warrants to Counsel as set forth above or as promptly as is
reasonably practicable following the increase if it is on the Effective Date. If the size of the offering is decreased, the unused portion
of the Purchase Price shall be returned to the undersigned.


 


The consummation of the purchase
and issuance of the Private Warrants shall occur simultaneously with the consummation of the IPO. Simultaneously with the consummation
of the IPO, Counsel shall deposit the Purchase Price, without interest or deduction, into the trust fund (“Trust Fund”) established
by the Corporation for the benefit of the Corporation’s public stockholders as described in the Registration Statement. If the Corporation
does not complete the IPO within thirty (30) days from the Effective Date, the Purchase Price (without interest or deduction) will be
returned to the undersigned.


 


Each of the Corporation and
the undersigned acknowledges and agrees that Counsel is serving hereunder solely as a convenience to the parties to facilitate the purchase
of the Private Warrants and Counsel’s sole obligation under this letter agreement is to act with respect to holding and disbursing
the Purchase Price for the Private Warrants as described above. Counsel shall not be liable to the Corporation or the undersigned or any
other person or entity in respect of any act or failure to act hereunder or otherwise in connection with performing its services hereunder
unless Counsel has acted in a manner constituting gross negligence or willful misconduct. The Corporation shall indemnify Counsel against
any claim made against it (including reasonable attorney’s fees) by reason of it acting or failing to act in connection with this
letter agreement except as a result of its gross negligence or willful misconduct. Counsel may rely and shall be protected in acting or
refraining from acting upon any written notice, instruction or request furnished to it hereunder and believed by it to be genuine and
to have been signed or presented by the proper party or parties.


 






     


     


    

 


The Private Warrants will
be identical to the Public Warrants, except that:


 


	 	●	the Private Warrants will not be transferable by the undersigned until 30 days after the consummation of a Business Combination (subject to certain exceptions as described in the Registration Statement and set forth in the warrant agreement governing the Private Warrants);
	 	 	 
	 	●	the Private Warrants will be subject to customary registration rights, pursuant to a registration rights agreement on terms agreed upon by the Corporation and the underwriters to be filed as an exhibit to the Registration Statement; and
	 	 	 
	 	●	the Private Warrants 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 order to consummate the IPO, which terms or restrictions will be described in the Registration Statement.


 


The undersigned acknowledges
and agrees that it 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, including but not limited
to (i) an insider letter and (ii) a registration rights agreement.


 


The undersigned hereby represents
and warrants that, as applicable:


 


	 	(a)	it has been advised that the Private Warrants have not been registered under the Securities Act;
	 	 	 
	 	(b)	it is acquiring the Private Warrants (and the underlying securities) for its account for investment purposes only;
	 	 	 
	 	(c)	it has no present intention of selling or otherwise disposing of the Private Warrants in violation of the Securities Act;
	 	 	 
	 	(d)	it is an “accredited investor” as defined by Rule 501 of Regulation D promulgated under the Securities Act;
	 	 	 
	 	(e)	it has had both the opportunity to ask questions and receive answers from the officers and directors of the Corporation and all persons acting on its behalf concerning the terms and conditions of the offer made hereunder;



 


	 	(f)	it is familiar with the proposed business, management, financial condition and affairs of the Corporation;
	 	 	 
	 	(g)	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
	 	 	 
	 	(h)	this letter constitutes a legal, valid and binding obligation, and is enforceable against it.



 


[signatures follow]


 






    2


     


    

 


	 	Very truly yours
	 	 
	 	DJCAAC LLC
	 	 	 
	 	By:	/s/
    Brent de Jong
	 	 	Name: 	 Brent de Jong 
	 	 	Title: 	Managing Member


 	Accepted and Agreed:	 
	 	 	 
	AGRICO ACQUISITION CORP.	 
	 	 	 
	By:	/s/
    Brent de Jong	 
	 	Name: 	Brent de Jong	 
	 	Title:	Chief Executive Officer	 





 


[Signature Page to Subscription Agreement]



 






     


     


    

 


Exhibit A


 


Wire Instructions


 


 


A-1