Exhibit 10.3

   

  PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT

   

  THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of April
      [●], 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among Riverview Acquisition Corp., a Delaware corporation (the “Company”), and Riverview Sponsor
      Partners, LLC, a Delaware limited liability company (the “Purchaser”).

   

  WHEREAS, the Company intends to consummate an initial 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 $0.001 per share (each, a “Share”), and one-half of one redeemable warrant. Each whole warrant entitles the
      holder to purchase one Share at an exercise price of $11.50 per Share. The Purchaser has agreed to purchase an aggregate of 7,400,000 warrants (the “Private Placement Warrants”), each Private Placement 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
        Private Placement Warrants.

   

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

   

  B.             Purchase and Sale of the Private Placement Warrants.

   

  On the date of the consummation of the Public Offering or on such
      earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 7,400,000 Private
      Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $7,400,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring
      instructions at least one business day prior to the date of effectiveness of the registration statement on Form S-1 (File No. 333-[__]) filed in connection with the Public Offering. On the Closing Date, the Company, shall either, at its option,
      deliver certificates evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

   

  

  
      

    
      
 

  

  
   

  C.             Terms of the Private Placement Warrants.

   

  (i)              The Private Placement 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 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 Private Placement Warrants and the
      Shares underlying the Private Placement Warrants.

   

  Section 2.             Representations and Warranties of the Company.
      As a material inducement to the Purchaser to enter into this Agreement and purchase the Private Placement Warrants, the Company hereby represents and warrants to the Purchaser (which representations and warranties shall survive each Closing Date)
      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 Private Placement Warrants have been duly authorized and approved by the Company as of each Closing Date. This Agreement constitutes a valid and binding obligation of the Company, enforceable in accordance with its terms. Upon each issuance
      of Private Placement Warrants in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Private Placement Warrants will constitute valid and binding obligations of the Company, enforceable in accordance
      with their terms.

   

  (ii)            The execution and delivery by the Company of this
      Agreement and the Private Placement Warrants, the issuance and sale of the Private Placement Warrants, the issuance of the Shares upon exercise of the Private Placement Warrants and the fulfillment of, and compliance with, the respective terms hereof
      and thereof by the Company, do not and will not as of each Closing Date (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, action, notice, declaration or filing, in each case, by or to 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 Placement Warrants will be duly and validly issued and the Shares issuable upon exercise of the Private Placement Warrants will be duly and validly issued, fully paid and
      nonassessable. On the date of issuance of the Placement Warrants, the Shares issuable upon exercise of the Placement Warrants shall have been reserved for issuance. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the
      Warrant Agreement, each Purchaser will have good title to the Private Placement Warrants and the Shares issuable upon exercise of such Private Placement 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 either 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.

   

  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 Private Placement Warrants to the Purchaser, the Purchaser hereby, severally and not jointly, represents and warrants to the Company (which
      representations and warranties shall survive each Closing Date) 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 each Closing Date 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 that would materially impact its ability to perform its obligations hereunder.

   

  C.              Investment Representations.

   

  (i)              The Purchaser is acquiring the Private Placement Warrants
      and, upon exercise of the Private Placement 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 the 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 decide to 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 the 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, the 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.

   

  

  
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  (viii)       The Purchaser has knowledge and experience in financial and
      business matters, understands 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.

   

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

   

  A.              Representations and Warranties. The
      representations and warranties of the Company contained in Section 2 shall be true and correct at and as of such Closing Date as though then made.

   

  B.              Performance. The Company 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 it on or before such Closing Date.

   

  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, each on terms satisfactory to the Purchaser.

   

  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 Private Placement Warrants hereunder.

   

  

  
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  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 each Closing Date, 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 such Closing Date 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 such Closing Date.

   

  C.              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 Private Placement Warrants hereunder.

   

  D.              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.

   

  E.               Warrant Agreement. The Company shall have
      entered into the Warrant Agreement on terms satisfactory to the Company.

   

  Section 6.             Termination. This Agreement may be
      terminated at any time after December 31, 2021 upon the election by either the Company or the Purchaser upon written notice to the other party 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 each Closing Date.

   

  Section 8.           Definitions. Terms used but not otherwise
      defined in this Agreement shall have the meaning assigned to such terms in the registration statement on Form S-1 the Company plans to file with the U.S. Securities and Exchange Commission under the Securities Act.

   

  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 without the prior written consent of the other party hereto, other than assignments by the Purchaser to its affiliates (including, without
      limitation, one or more of its members).

   

  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.

   

  

  
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  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 New York and for all purposes shall be construed in accordance with the internal laws of the State of New York.

   

  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:
	 	 	 
	 	RIVERVIEW ACQUISITION CORP., a
	 	Delaware corporation
	 	 	 
	 	By:	 
	 	Name: R. Brad Martin
	 	Title: Chairman and Chief Executive Officer
	 	 	 
	 	PURCHASER:
	 	 	 
	 	RIVERVIEW SPONSOR PARTNERS, LLC, a
	 	Delaware limited liability company
	 	 	 
	 	By:	 
	 	Name: Scott Imorde
	 	Title: President and Chief Executive Officer


   

  [Signature Page to Private Placement Warrants Purchase Agreement – Riverview Acquisition
        Corp.]