Exhibit 10.5


 


PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT


 


THIS PRIVATE PLACEMENT WARRANTS
PURCHASE AGREEMENT, dated as of [●], 2021 (as it may from time to time be amended, this “Agreement”), is entered
into by and between Iron Spark I Inc., a Delaware corporation (the “Company”), and Oppenheimer & Co. Inc.
(the “Purchaser”).


 


WHEREAS, the Company intends
to consummate a public offering of the Company’s units (the “Public Offering”), each unit consisting of one share
of the Company’s Class A common stock, par value $0.0001 per share (a “Share”), and one-half of one redeemable
warrant, each whole warrant exercisable for one Share at an exercise price of $11.50 per Share, as set forth in the Company’s registration
statement on Form S-1 related to the Public Offering (the “Registration Statement”); and


 


WHEREAS, the Purchaser has
agreed to purchase from the Company an aggregate of 875,000 warrants (or up to 1,006,250 warrants if the over-allotment option in connection
with the Public Offering is exercised in full) (the “Underwriter Warrants”), each Underwriter Warrant entitling the
holder to purchase one Share at an exercise price of $11.50 per Share.


 


NOW THEREFORE, in consideration
of the mutual promises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties to this Agreement hereby, intending legally to be bound, agree as follows:


 


AGREEMENT


 


Section 1.              Authorization,
Purchase and Sale; Terms of the Underwriter Warrants.


 


A.            Authorization
of the Underwriter Warrants. The Company has duly authorized the issuance and sale of the Underwriter Warrants to the Purchaser.


 


B.            Purchase
and Sale of the Underwriter Warrants.


 


(i)              As
payment in full for the 875,000 Underwriter Warrants being purchased under this Agreement, Purchaser shall pay $875,000 (the “Purchase
Price”), by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company,
to the trust account (the “Trust Account”) at a financial institution to be chosen by the Company, maintained by Continental
Stock Transfer & Trust Company, acting as trustee.


 


(ii)             In
the event that the over-allotment option is exercised in full or in part, Purchaser shall purchase up to an additional 131,250 Underwriter
Warrants (the “Additional Underwriter Warrants”), in the same proportion as the amount of the over-allotment option
that is exercised, and simultaneously with such purchase of Additional Underwriter Warrants, as payment in full for the Additional Underwriter
Warrants being purchased hereunder, and at least one (1) business day prior to the closing of all or any portion of the over-allotment
option, Purchaser shall pay $1.00 per Additional Underwriter Warrant, up to an aggregate amount of $131,250, by wire transfer of immediately
available funds or by such other method as may be reasonably acceptable to the Company, to the Trust Account.


 


(iii)            The
closing of the purchase and sale of the Underwriter Warrants shall take place simultaneously with the closing of the Public Offering (the
 “Initial Closing Date”). The closing of the purchase and sale of the Additional Underwriter Warrants, if applicable,
shall take place simultaneously with the closing of all or any portion of the over-allotment option (such closing date, together with
the Initial Closing Date, the “Closing Dates” and each, a “Closing Date”). The closing of the purchase
and sale of each of the Underwriter Warrants and the Additional Underwriter Warrants shall take place at the offices of Loeb &
Loeb LLP, 345 Park Avenue, New York, New York, 10154, or such other place as may be agreed upon by the parties hereto.


 






     


     


    

 


C.            Terms
of the Underwriter Warrants.


 


(i)              The
Underwriter Warrants shall have their terms set forth in a Warrant Agreement to be entered into by the Company and a warrant agent, in
connection with the Public Offering (a “Warrant Agreement”).


 


(ii)             At
or prior to the time of the Initial Closing Date, the Company and the Purchaser shall enter into a registration rights agreement (the
 “Registration Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser
relating to the Underwriter Warrants and the Shares underlying the Underwriter Warrants.


 


(iii)            The
Purchaser acknowledges and agrees that the Underwriter Warrants and their related registration rights will be deemed compensation by the
Financial Industry Regulatory Authority (“FINRA”) and will therefore, pursuant to Rule 5110(e) 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 certain limited exceptions to permitted transferees hereunder and in accordance with FINRA Rule 5110(e)(2). Additionally,
the Underwriter Warrants and their 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, directors or members of the Purchaser and any such participating underwriter or selected dealer.
Additionally, the Underwriter Warrants and their 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.


 


Section 2.              Representations
and Warranties of the Company. As a material inducement to the Purchaser to enter into this Agreement and purchase the Underwriter
Warrants, the Company hereby represents and warrants to the Purchaser (which representations and warranties shall survive the Closing
Dates) that:


 


A.            Organization
and Corporate Power. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State
of Delaware 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 and the Warrant Agreement.


 


B.            Authorization;
No Breach.


 


(i)              The
execution, delivery and performance of this Agreement and the Underwriter Warrants have been duly authorized by the Company as of the
Closing Dates. This Agreement constitutes a valid and binding obligation of the Company, enforceable in accordance with its terms. Upon
issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Underwriter Warrants
will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of the Closing Dates.


 


(ii)            The
execution and delivery by the Company of this Agreement and the Underwriter Warrants, the issuance and sale of the Underwriter Warrants,
the issuance of the Shares upon exercise of the Underwriter Warrants and the fulfillment of, and compliance with, the respective terms
hereof and thereof by the Company, do not and will not as of the Closing Dates (a) conflict with or result in a breach of the terms,
conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge
or encumbrance upon the Company’s capital stock or assets under, (d) result in a violation of, or (e) require any authorization,
consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental
body or agency pursuant to the certificate of incorporation or the bylaws of the Company (in effect on the date hereof or as may be amended
prior to completion of the contemplated Public Offering), or any material law, statute, rule or regulation to which the Company is
subject, or any agreement, order, judgment or decree to which the Company is subject, except for any filings required after the date hereof
under federal or state securities laws.


 






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C.            Title
to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, the Underwriter
Warrants will be duly and validly issued and the Shares issuable upon exercise of the Underwriter Warrants will be duly and validly issued,
fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, the
Purchaser will have good title to the Underwriter Warrants and the Shares issuable upon exercise of such Underwriter Warrants, free and
clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions hereunder and under the other agreements
contemplated hereby, (ii) transfer restrictions under federal and state securities laws, and (iii) liens, claims or encumbrances
imposed due to the actions of the Purchaser.


 


D.            Governmental
Consents. No permit, consent, approval or authorization of, or declaration to or filing with, any governmental authority is required
in connection with the execution, delivery and performance by the Company of this Agreement or the consummation by the Company of any
other transactions contemplated hereby.


 


E.             Additional
Representations and Warranties. The representations and warranties of the Company set forth in the Underwriting Agreement, dated as
of the date hereof, by and between the Company and Oppenheimer & Co. Inc., as representative of the underwriters named therein
(the “Underwriting Agreement”), are hereby incorporated herein.


 


Section 3.              Representations
and Warranties of the Purchaser. As a material inducement to the Company to enter into this Agreement and issue and sell the Underwriter
Warrants to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations and warranties shall survive
the Closing Dates) that:


 


A.            Organization
and Requisite Authority. The Purchaser possesses all requisite power and authority necessary to carry out the transactions contemplated
by this Agreement.


 


B.            Authorization;
No Breach.


 


(i)              This
Agreement constitutes a valid and binding obligation of the Purchaser, enforceable in accordance with its terms, subject to bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’
rights and to general equitable principles (whether considered in a proceeding in equity or law).


 


(ii)             The
execution and delivery by the Purchaser of this Agreement and the fulfillment of and compliance with the terms hereof by the Purchaser
does not and shall not as of the Closing Dates conflict with or result in a breach by the Purchaser of the terms, conditions or provisions
of any agreement, instrument, order, judgment or decree to which the Purchaser is subject.


 


C.            Investment
Representations.


 


(i)              The
Purchaser is acquiring the Underwriter Warrants and, upon exercise of the Underwriter Warrants, the Shares issuable upon such exercise
(collectively, the “Securities”), for the Purchaser’s own account, for investment purposes only and not with
a view towards, or for resale in connection with, any public sale or distribution thereof.


 






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(ii)             The
Purchaser is an “accredited investor” as such term is defined in Rule 501(a)(3) of Regulation D of the Securities
Act of 1933, as amended (the “Securities Act”), and such Purchaser has not experienced a disqualifying event as enumerated
pursuant to Rule 506(d) of Regulation D under the Securities Act.


 


(iii)            The
Purchaser understands that the Securities are being offered and will be sold to it in reliance on specific exemptions from the registration
requirements of the United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and
the Purchaser’s compliance with, the representations and warranties of the Purchaser set forth herein in order to determine the
availability of such exemptions and the eligibility of the Purchaser to acquire such Securities.


 


(iv)           The
Purchaser did not enter into this Agreement as a result of any general solicitation or general advertising within the meaning of Rule 502(c) under
the Securities Act.


 


(v)            The
Purchaser has been furnished with all materials relating to the business, finances and operations of the Company and materials relating
to the offer and sale of the Securities which have been requested by the Purchaser. The Purchaser has been afforded the opportunity to
ask questions of the executive officers and directors of the Company. The Purchaser understands that its investment in the Securities
involves a high degree of risk and it has sought such accounting, legal and tax advice as it has considered necessary to make an informed
investment decision with respect to the acquisition of the Securities.


 


(vi)            The
Purchaser understands that no United States federal or state agency or any other government or governmental agency has passed on or made
any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the Securities by the Purchaser
nor have such authorities passed upon or endorsed the merits of the offering of the Securities.


 


(vii)          The
Purchaser understands that: (a) the Securities have not been and are not being registered under the Securities Act or any state securities
laws, and may not be offered for sale, sold, assigned or transferred unless (1) subsequently registered thereunder or (2) sold
in reliance on an exemption therefrom; and (b) except as specifically set forth in the Registration Rights Agreement, neither
the Company nor any other person is under any obligation to register the Securities under the Securities Act or any state securities laws
or to comply with the terms and conditions of any exemption thereunder. While such Purchaser understands that Rule 144 under the
Securities Act is not available for the resale of securities initially issued by shell companies (other than business combination related
shell companies) or issuers that have been at any time previously a shell company, such Purchaser understands that Rule 144 includes
an exception to this prohibition if the following conditions are met: (i) the issuer of the securities that was formerly a shell
company has ceased to be a shell company; (ii) the issuer of the securities is subject to the reporting requirements of Section 13
or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (iii) the issuer of
the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or
such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and (iv) at
least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status
as an entity that is not a shell company.


 


(viii)         The
Purchaser has such knowledge and experience in financial and business matters, knowledge of the high degree of risk associated with investments
in the securities of companies in the development stage such as the Company, is capable of evaluating the merits and risks of an investment
in the Securities and is able to bear the economic risk of an investment in the Securities in the amount contemplated hereunder for an
indefinite period of time. The Purchaser has adequate means of providing for its current financial needs and contingencies and will have
no current or anticipated future needs for liquidity which would be jeopardized by the investment in the Securities. The Purchaser can
afford a complete loss of its investment in the Securities.


 






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Section 4.              Conditions
of the Purchaser’s Obligations. The obligations of the Purchaser to purchase and pay for the Underwriter Warrants are subject
to the fulfillment, on or before the Closing Dates, of each of the following conditions:


 


A.            Performance.
The Company shall have performed and complied with all agreements, obligations and conditions contained in this Agreement, and all of
the conditions set forth in Section 5 of the Underwriting Agreement, that are required to be performed or complied with by it on
or before the Closing Dates.


 


B.             No
Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered,
promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having
authority over the matters contemplated hereby, which prohibits the consummation of any of the transactions contemplated by this Agreement
or the Warrant Agreement.


 


C.             Warrant
Agreement and Registration Rights Agreement. The Company shall have entered into a Warrant Agreement with a warrant agent (the “Warrant
Agreement”) and the Registration Rights Agreement, each on terms satisfactory to the Purchaser.


 


D.            Corporate
Consents. The Company shall have obtained the consent of its Board of Directors authorizing the execution, delivery and performance
of this Agreement and the Warrant Agreement and the issuance and sale of the Underwriter Warrants hereunder.


 


Section 5.     Conditions
of the Company’s Obligations. The obligations of the Company to the Purchaser under this Agreement are subject to the fulfillment,
on or before the Closing Dates, of each of the following conditions:


 


A.            Representations
and Warranties. The representations and warranties of the Purchaser contained in Section 3 shall be true and correct at and as
of the Closing Dates as though then made.


 


B.             Performance.
The Purchaser shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required
to be performed or complied with by the Purchaser on or before the Closing Dates.


 


C.             No
Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered,
promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having
authority over the matters contemplated hereby, which prohibits the consummation of any of the transactions contemplated by this Agreement
or the Warrant Agreement.


 


D.            Warrant
Agreement and Registration Rights Agreement. The Company shall have entered into the Warrant Agreement and the Registration Rights
Agreement.


 


E.             Corporate
Consents. The Company shall have obtained the consent of its Board of Directors authorizing the execution, delivery and performance
of this Agreement and the Warrant Agreement and the issuance and sale of the Underwriter Warrants hereunder.


 


Section 6.              Termination.
This Agreement may be terminated at any time after June 30, 2021 upon the election by either the Company or a Purchaser entitled
to purchase a majority of the Underwriter Warrants upon written notice to the other parties if the closing of the Public Offering does
not occur prior to such date.


 


Section 7.              Survival
of Representations and Warranties. All of the representations and warranties contained herein shall survive the Closing Dates.


 


Section 8.              Definitions.
Terms used but not otherwise defined in this Agreement shall have the meaning assigned to such terms in the Registration Statement.


 






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Section 9.              Miscellaneous.


 


A.            Successors
and Assigns. Except as otherwise expressly provided herein, all covenants and agreements contained in this Agreement by or on behalf
of any of the parties hereto shall bind and inure to the benefit of the respective successors of the parties hereto whether so expressed
or not. Notwithstanding the foregoing or anything to the contrary herein, the parties may not assign this Agreement, other than assignments
by the Purchaser to affiliates thereof.


 


B.             Severability.
Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective
only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.


 


C.             Counterparts.
This Agreement may be executed simultaneously in two or more counterparts, none of which need contain the signatures of more than one
party, but all such counterparts taken together shall constitute one and the same agreement. In the event that any signature is delivered
by facsimile transmission or by e-mail delivery of a “pdf” format data file, 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 facsimile
or “pdf” signature page were an original thereof.


 


D.            Descriptive
Headings; Interpretation. The descriptive headings of this Agreement are inserted for convenience only and do not constitute
a substantive part of this Agreement. The use of the word “including” in this Agreement shall be by way of example rather
than by limitation.


 


E.             Governing
Law. This Agreement shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be construed
in accordance with the internal laws of the State of Delaware.


 


F.             Amendments.
This Agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed by all parties
hereto.


 


[Signature page follows]


 






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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective as of the date first set forth above.


 


	 	COMPANY: IRON
    SPARK I INC.
	 	 
	 	 
	 	By:	                    
	 	Name:
	 	Title:
	 	 
	 	 
	 	OPPENHEIMER &
    CO. INC.
	 	 
	 	 
	 	By:	 
	 	Name:
	 	Title:




 


[Signature Page to Private Placement Warrants Purchase Agreement]