Exhibit
        10.5

   

  

  THIS
      PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
      ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION
      OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO
      THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

   

  PROMISSORY
        NOTE

   

  

  	
          Principal Amount: up to $300,000

          (as
              set forth on the Schedule of Borrowings attached hereto)

        	Dated as of February 18 , 2021


  

  

  

   

  Riverview
      Acquisition Corp., a Delaware corporation (the “Maker”), promises to pay to the order of Riverview Sponsor
      Partners, LLC, a Delaware limited liability company, or its registered assigns or successors in interest (the “Payee”),
      or order, the principal sum of up to THREE HUNDRED THOUSAND U.S. Dollars ($300,000) (as set forth on the Schedule of Borrowings
      attached hereto) in lawful money of the United States of Amer ica, on the terms and conditions described below. All payments on
      this Note shall be made by check or wire transfer of immediately available funds or as otherwise determined by the Maker to such
      account as the Payee may from time to time designate by written notice in accordance with the provisions of this Note.

   

  1.           
     Principal. The principal balance of this
      Note shall be payable by the Maker on the earlier of: (i) December 31, 2021 or (ii) the date on which the Maker consummates an
      initial public offering of its securities (the “IPO”). The principal balance may be prepaid at any time. Under
      no circumstances shall any individual, including but not limited to any officer, director, employee or shareholder of the Maker,
      be obligated personally for any obligations or liabilities of the Maker hereunder.

   

  2.             Interest.
      No interest shall accrue on the unpaid principal balance of this Note.

   

  3.
                  Drawdown
        Requests. The Maker and the Payee agree that the Maker may request up to THREE HUNDRED THOUSAND Dollars ($300,000.00) for
      costs reasonably related to the IPO. The principal of this Note may be drawn down from time to time prior to the earlier of: (i)
      December 31, 2021 or (ii) the date on which the Maker consummates the IPO, upon written request from the Maker to the Payee (each,
      a “Drawdown Request”). Each Drawdown Request must state the amount to be drawn down, and must not be an amount
      less than FIFTY THOUSAND DOLLARS ($50,000.0) unless agreed upon by the Maker and the Payee. The Payee shall fund each Drawdown
      Request no later than one (1) business day after receipt of a Drawdown Request; provided, however, that the maximum amount of
      drawdowns collectively under this Note is ONE HUNDRED THOUSAND Dollars ($100,000.00). No fees, payments or other amounts shall
      be due to the Payee in connection with, or as a result of, any Drawdown Request by the Maker.

   

  4.           
     Application of Payments. All payments
      shall be applied first to payment in full of any costs incurred in the collection of any sum due under this Note, including (without
      limitation) reasonable attorney’s fees, then to the payment in full of any late charges and finally to the reduction of
      the unpaid principal balance of this Note.

   

  5.             Events
        of Default. Each of the following shall constitute an event of default (“Event of Default”):

   

  		a.	Failure to Make Required Payments. Failure by the Maker to pay the principal amount due pursuant to this Note
            within five (5) business days of the date specified above.


   

  		b.	Voluntary Bankruptcy, Etc. The commencement by the Maker of a voluntary case under any applicable bankruptcy,
            insolvency, reorganization, rehabilitation or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of the Maker or
            for any substantial part of its property, or the making by it of any assignment for the benefit of creditors, or the failure of the Maker generally to pay its debts as such debts become due, or the taking of corporate action by the Maker in
            furtherance of any of the foregoing.


   

  
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  	 	c.	Involuntary Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of the Maker in an involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or other similar
              official) of the Maker or for any substantial part of its property, or ordering the winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days.


   

  6.            
      Remedies.

    

  	 	
          a.

        	
          Upon the occurrence of an Event of Default specified in
              Section 5(a) hereof, the Payee may, by written notice to the Maker, declare this Note to be due immediately and payable, whereupon the unpaid principal amount of this Note, and all other amounts payable hereunder, shall become immediately due
              and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding.

        


   

  	 	
           b.

        	
          Upon the occurrence of an Event of Default specified in
              Sections 5(b) and 5(c) hereof, the unpaid principal balance of this Note, and all other sums payable with regard to this Note, shall automatically and immediately become due and payable, in all cases without any action on the part of the
              Payee.

        


  

   

  

  7.
                  Waivers. The Maker and all endorsers and guarantors of,
      and sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest, and notice of protest with regard
      to this Note, all errors, defects and imperfections in any proceedings instituted by the Payee under the terms of this Note, and
      all benefits that might accrue to the Maker by virtue of any present or future laws exempting any property, real or personal,
      or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing
      for any stay of execution, exemption from civil process, or extension of time for payment; and the Maker agrees that any
      real estate that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of execution issued hereon,
      may be sold upon any such writ in whole or in part in any order desired by the Payee.  

    

  

   

  8.
                  Unconditional
        Liability. The Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement
      of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other
      party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or
      consented to by the Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted
      by the Payee with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors,
      or sureties may become parties hereto without notice to the Maker or affecting the Maker’s liability hereunder.

   

  9.            
    Notices. All notices, statements or other
      documents which are required or contemplated by this Note shall be in writing and delivered: (i) personally or sent by first class
      registered or certified mail or overnight courier service 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, and one (1) business day after delivery to an overnight courier service or five (5) days after mailing,
      if sent by mail.

   

  10.
              Construction.
      THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS
      THEREOF.

   

  11.
                Severability.
      Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
      be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and
      any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any
      other jurisdiction.

   

  
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  12.
                Trust
        Waiver. Notwithstanding anything herein to the contrary, the Payee hereby waives any and all
        right, title, interest or claim of any kind (“Claim”) in or to any distribution of or from the trust account
        to be established in which the proceeds of the IPO conducted by the Maker (including the deferred underwriters discounts and commissions)
        and certain of the proceeds of the sale of the warrants issued in a private placement to occur in connection with the consummation
        of the IPO are to be deposited, as described in greater detail in the registration statement and prospectus to be filed with the
        Securities and Exchange Commission in connection with the IPO, and hereby agrees not to seek recourse, reimbursement, payment
        or satisfaction for any Claim against the trust account for any reason whatsoever.

   

  13.
                Amendment;
        Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of the
      Maker and the Payee.

   

  14.
             Assignment.
      No assignment or transfer of this Note or any rights or obligations hereunder may be made by any party hereto (by operation
      of law or otherwise) without the prior written consent of the other party hereto and any attempted assignment without the required
      consent shall be void. 

   

  [Signature
        page follows]

   

  
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  IN
        WITNESS WHEREOF, the Maker, intending to be legally bound hereby, has caused this Note to
      be duly executed by the undersigned as of the day and year first above written. 

   

  

  	 	
          RIVERVIEW ACQUISITION CORP. 

        
	 	
          a Delaware corporation

        
	 	By:	/s/ William V. Thompson III
	 	 	Name: William V. Thompson III
	 	 	Title: Treasurer and Secretary


   

  

  [Signature
        Page –Promissory Note Pre-IPO] 

   

  
     

    
        


  

   

  SCHEDULE
      OF BORROWINGS

   

  The
      following increases or decreases in this Promissory Note have been made: 

   

  

  	
          Date of Increase or Decrease

        	 	Amount of decrease in Principal Amount of this Promissory Note	 	Amount of increase in Principal Amount of this Promissory Note	 	
          Principal Amount of this Promissory Note following such decrease or increase