Exhibit 10.5


 


FORM OF SPONSOR WARRANTS PURCHASE AGREEMENT


 


THIS SPONSOR WARRANTS PURCHASE AGREEMENT,
dated as of [●], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and
between Callodine Acquisition Corporation, a Delaware corporation (the “Company”), and Callodine Sponsor, LLC,
a Delaware limited liability company (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-third of one
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 4,866,667 warrants (or up to 5,366,667 warrants if the over-allotment option in connection with
the Public Offering is exercised in full) (the “Sponsor Warrants”), each Sponsor 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


 


ARTICLE
I.

AUTHORIZATION, PURCHASE AND SALE; TERMS OF THE SPONSOR WARRANTS.


 


Section 1.01 Authorization of the Sponsor
Warrants. The Company has duly authorized the issuance and sale of the Sponsor Warrants to the Purchaser.


 


Section 1.02 Purchase and Sale of the
Sponsor Warrants.


 


a) As payment in full for the 4,866,667
Sponsor Warrants being purchased under this Agreement, Purchaser shall pay $7,300,000.50 (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 JPMorgan
Chase Bank, N.A. with Continental Stock Transfer & Trust Company acting as trustee, at least one (1) business day prior to
the date of the closing of the Public Offering.


 


b) In the event that the over-allotment
option is exercised in full or in part, Purchaser shall purchase up to an additional 500,000 Sponsor Warrants (the “Additional
Sponsor Warrants”), in the same proportion as the amount of the over-allotment option that is exercised, and simultaneously
with such purchase of Additional Sponsor Warrants, as payment in full for the Additional Sponsor 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 $1.50 per Additional Sponsor Warrant, up to an aggregate amount of approximately $750,000, by wire transfer of immediately
available funds or by such other method as may be reasonably acceptable to the Company, to the Trust Account.


 






     


     


    

 


c) The closing of the purchase and sale
of the Sponsor Warrants shall take place simultaneously with the closing of the Public Offering or on such earlier time and date
as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”). The closing of the
purchase and sale of the Additional Sponsor Warrants, if applicable, shall take place simultaneously with the closing of all or
any portion of the over-allotment option or on such earlier time and date as may be mutually agreed by the Purchaser and the Company
(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 Sponsor Warrants and the Additional Sponsor Warrants shall
take place at the offices of Morgan, Lewis & Bockius LLP, 101 Park Avenue, New York, NY 10178, or such other place as may be
agreed upon by the parties hereto.


 


Section 1.03 Terms of the Sponsor Warrants.


 


a) The Sponsor 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”).


 


b) 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 Sponsor
Warrants and the Shares underlying the Sponsor Warrants.


 


ARTICLE
II.

REPRESENTATIONS AND WARRANTIES OF THE COMPANY


 


As a material inducement to the Purchaser
to enter into this Agreement and purchase the Sponsor Warrants, the Company hereby represents and warrants to the Purchaser (which
representations and warranties shall survive the Closing Dates) that:


 


Section 2.01
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. 


 


Section 2.02 Authorization; No Breach.


 


a) The execution, delivery and performance
of this Agreement and the Sponsor 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, 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). Upon issuance in accordance with,
and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Sponsor Warrants will constitute valid and
binding obligations of the Company, enforceable in accordance with their terms as of the Closing Dates 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).


 






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b) The execution and delivery by the Company
of this Agreement and the Sponsor Warrants, the issuance and sale of the Sponsor Warrants, the issuance of the Shares upon exercise
of the Sponsor 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 (i) 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), (ii) any material law, statute, rule or regulation to
which the Company is subject, or (iii) 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, except with respect to clauses (ii) and (iii) above,
where such default, violation or conflict would not reasonably be expected to have a material adverse effect on the financial condition,
operating results or assets of the Company.


 


Section 2.03 Title to Securities.
Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, the Shares issuable upon
exercise of the Sponsor 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 Sponsor Warrants
and the Shares issuable upon exercise of such Sponsor 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.


 


Section 2.04 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.


 


ARTICLE
III.

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER


 


As a material inducement to the Company
to enter into this Agreement and issue and sell the Sponsor Warrants to the Purchaser, the Purchaser hereby represents and warrants
to the Company (which representations and warranties shall survive the Closing Dates) that:


 


Section 3.01 Organization and Requisite
Authority. The Purchaser possesses all requisite power and authority necessary to carry out the transactions contemplated by
this Agreement.


 






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Section 3.02 Authorization; No Breach.


 


a) 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).


 


b) 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.


 


Section 3.03 Investment Representations.


 


a) The Purchaser is acquiring the Sponsor
Warrants and, upon exercise of the Sponsor 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.


 


b) The Purchaser is an “accredited
investor” as such term is defined in Rule 501(a)(3) of Regulation D.


 


c) 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.


 


d) 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 of 1933, as amended (the “Securities Act”).


 


e) 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.


 


f) 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.


 






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g) 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. In this regard, the Purchaser understands that the Securities and Exchange
Commission has taken the position that promoters or affiliates of a blank check company and their transferees, both before and
after an initial business combination, are deemed to be “underwriters” under the Securities Act when reselling the
securities of a blank check company. Based on that position, Rule 144 adopted pursuant to the Securities Act would not be
available for resale transactions of the Securities despite technical compliance with the certain requirements of such Rule, and
the Securities can be resold only through a registered offering or in reliance upon another exemption from the registration requirements
of the Securities Act.


 


h) 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 investments in the Securities.


 


i) The Purchaser understands that the Private
Placement Warrants shall bear the legend substantially in the form set forth in the Warrant Agreement.


 


ARTICLE
IV.

CONDITIONS OF THE PURCHASER’S OBLIGATIONS


 


The obligations of the Purchaser to purchase
and pay for the Sponsor Warrants are subject to the fulfillment, on or before the Closing Dates, of each of the following conditions:


 


Section 4.01 Representations and Warranties.
The representations and warranties of the Company contained in Article II shall be true and correct at and as of the Closing
Dates as though then made.


 


Section 4.02 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 the Closing Dates.


 


Section 4.03 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.


 


Section 4.04 Warrant Agreement and Registration
Rights Agreement. The Company shall have entered into the Warrant Agreement and the Registration Rights Agreement on terms
satisfactory to the Purchaser.


 






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ARTICLE
V.

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:


 


Section 5.01 Representations and Warranties.
The representations and warranties of the Purchaser contained in Article III shall be true and correct at and as of the Closing
Dates as though then made.


 


Section 5.02 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.


 


Section 5.03 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.


 


Section 5.04 Registration Rights Agreement.
The Purchaser shall have entered into the Registration Rights Agreement.


 


ARTICLE
VI.

TERMINATION


 


This Agreement may be terminated at any
time after May 30, 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.


 


ARTICLE
VII.

SURVIVAL OF REPRESENTATIONS AND WARRANTIES


 


All of the representations and warranties
contained herein shall survive the Closing Dates.


 


ARTICLE
VIII.

DEFINITIONS


 


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


 


ARTICLE
IX.

MISCELLANEOUS


 


Section 9.01 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.


 


Section 9.02 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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Section 9.03 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. Signatures to this Agreement transmitted via
facsimile, e-mail or other means of electronic communication shall be valid and effective to bind the party so signing.


 


Section 9.04 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.


 


Section 9.05 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.


 


Section 9.06 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:
	 	 
	 	CALLODINE ACQUISITION CORPORATION
	 	 	 
	 	By:	 
	 	Name: 	Austin McClintock
	 	Title:	Chief Financial Officer, Vice President, Secretary and Treasurer
	 	 	 
	 	SPONSOR:
	 	 
	 	CALLODINE SPONSOR, LLC
	 	 	 
	 	By:	Callodine Group, LLC,
	 	 	its Managing Member
	 	 	 
	 	By:	 
	 	Name:	James Morrow
	 	Title:	its Managing Member


 


[Signature Page to Sponsor Warrant Purchase
Agreement]


 


 


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