Exhibit
10.5


 


SECURITIES
PURCHASE AGREEMENT


 


This
Securities Purchase Agreement (this “Agreement”), effective as of November 8, 2018, is made and entered into
by and between Roaring Fork Acquisition Corp., a Delaware corporation (the “Company”), and Roaring Fork Sponsor
LLC, a Delaware limited liability company (the “Buyer”).


 


RECITALS:


 


WHEREAS,
the Buyer wishes to purchase from the Company an aggregate of 2,875,000 shares (the “Shares”) of
the Company’s Class B Common Stock (as defined below), up to 375,000 of which are subject to forfeiture by the Buyer if
the underwriters of the Company’s initial public offering (the “IPO”) of units of the Company do not
fully exercise their over-allotment option (the “Over-allotment Option”).


 


WHEREAS,
the Company wishes to sell the Shares to the Buyer, on the terms and subject to the conditions set forth in this Agreement.


 


AGREEMENT:


 


NOW,
THEREFORE, in consideration of the premises, representations, warranties and the mutual covenants contained in this
Agreement, and for other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged,
the parties hereto agree as follows:


 


ARTICLE
I

DEFINITIONS


 


The
terms defined in this Article I shall have for all purposes of this Agreement the respective meanings set forth below:


 


“Agreement”
shall have the meaning set forth in the preamble to this Agreement. 


 


“Buyer”
shall have the meaning set forth in the preamble to this Agreement.


 


“Class
A Common Stock” shall mean the Class A Common Stock, $0.0001 par value per share, of the Company.


 


“Class
B Common Stock” shall mean the Class B Common Stock, $0.0001 par value per share, of the Company. Pursuant to
the Company’s certificate of incorporation, as amended to the date hereof, shares of Class B Common Stock will automatically
convert into shares of Class A Common Stock on a one-for-one basis, subject to adjustment, upon the terms and conditions set forth
therein.


 


 


“Closing”
shall have the meaning set forth in Section 2.3 of this Agreement.


 


“Closing
Date” shall have the meaning set forth in Section 2.3 of this Agreement.


 


“Company”
shall have the meaning set forth in the preamble to this Agreement.


 


“Consent”
means any consent, approval, notification, waiver, or other similar action that is necessary or convenient.


 






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“Governmental
Body” shall mean any legislature, agency, bureau, branch, department, division, commission, court, tribunal or other
similar recognized organization or body of any federal, state, county, municipal, local or foreign government or other similar
recognized organization or body exercising similar powers or authority.


 


“Law”
shall mean any law (statutory, common or otherwise), constitution, ordinance, rule, regulation, executive order or
other similar authority enacted, adopted, promulgated or applied by any Governmental Body.


 


“Lien”
shall mean a mortgage, deed of trust, pledge, hypothecation, assignment, encumbrance, charge, restriction, lien (statutory
or otherwise, including, without limitation, any lien for taxes), security interest, preference, participation interest, priority
or security agreement or preferential arrangement of any kind or nature whatsoever, including, without limitation, any conditional
sale or other title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing
and the filing of any document under the law of any applicable jurisdiction to evidence any of the foregoing, other than (i) statutory,
mechanics’ or other Liens incurred in the Company’s ordinary course of business or (ii) Liens for taxes incurred but
not yet due.


 


“Order”
shall mean an order, ruling, decision, award, judgment, injunction or other similar determination or finding by, before
or under the supervision of any Governmental Body or arbitrator.


 


“Permit”
shall mean a permit, license, certificate, waiver, notice or similar authorization.


 


“Purchase
Price” shall have the meaning set forth in Section 2.2 of this Agreement.


 


“SEC”
shall mean the United States Securities and Exchange Commission.


 


“Securities
Act” shall mean the United States Securities Act of 1933, as amended, or any successor federal statute, and the
applicable rules and regulations promulgated and in effect from time to time thereunder.


 


“Shares”
shall have the meaning set forth in the recitals to this Agreement. Unless the context otherwise requires, as used
in this Agreement “Shares” shall be deemed to include any shares of Class A Common Stock issued upon conversion of
the shares of Class B Common Stock comprising the Shares.


 


ARTICLE
II


PURCHASE
OF THE SHARES


 


Section
2.1     Purchase and Sale of the Shares. Subject to the terms and conditions hereof and in reliance
upon the representations and warranties of the parties contained or incorporated by reference herein, simultaneous with the execution
hereof, the Company shall sell and deliver to the Buyer, and the Buyer shall purchase from the Company, the Shares, in consideration
of the payment of the Purchase Price noted herein.


 


Section
2.2     Purchase Price. As payment in full for the Shares being purchased under this Agreement
and against delivery of the certificates therefor, simultaneous with the execution hereof, the Buyer shall pay $25,000 to the
Company by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company
(the “Purchase Price”).


 






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Section
2.3      Closing. The closing of the purchase and sale of the Shares (the “Closing”)
shall be held on the date of this Agreement (“Closing Date”) at the offices of Kirkland & Ellis LLP,
601 Lexington Avenue, New York, NY 10022, or such other place as may be agreed upon by the parties hereto.


 


Section
2.4      Closing Deliveries. All actions taken at the Closing shall be deemed to have been
taken simultaneously.


 


(a)             
Buyer Deliveries. At the Closing the Buyer shall deliver to the Company the Purchase Price.


 


(b)            
Company Deliveries. At the Closing, the Company shall deliver to the Buyer evidence that appropriate notations reflecting
the ownership of the Shares by the Buyer has been made on the books and records of the Company.


 


Section
2.5      Further Assurances. The parties hereto shall execute and deliver such additional
documents and take such additional actions as any party reasonably may deem to be practical and necessary in order to consummate
the transactions contemplated by this Agreement.


 


Section
2.6      Legend. Each certificate or book-entry position evidencing the Shares and each certificate
or book-entry position issued in exchange for or upon the transfer of any Shares shall bear or shall be stamped or otherwise imprinted
with a legend in substantially the following form:


 


“THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES
LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE TRANSFERRED IN VIOLATION OF SUCH ACT AND LAWS.”


 


“THE
SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER SET FORTH IN THE LETTER AGREEMENT
BY AND BETWEEN THE COMPANY AND THE SPONSOR. COPIES OF SUCH AGREEMENT MAY BE OBTAINED FROM THE COMPANY AT THE COMPANY’S PRINCIPAL
PLACE OF BUSINESS WITHOUT CHARGE.”


 


ARTICLE
III


REPRESENTATIONS
AND WARRANTIES OF THE BUYER


 


The
Buyer represents and warrants that the statements contained in this ARTICLE III are correct and complete as of the date
of this Agreement.


 


Section
3.1     Organization and Good Standing. The Buyer is a limited liability company duly organized, validly
existing, and in good standing under the laws of the state of Delaware.


 


Section
3.2       Power and Authority; Enforceability. This Agreement constitutes the legal,
valid, and binding obligation of the Buyer, enforceable against the Buyer in accordance with its terms. The Buyer has full entity
power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The Buyer has taken all actions
necessary to authorize the execution and delivery of this Agreement, the performance of its obligations hereunder and the consummation
of the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by, and is enforceable
against, the Buyer.


 






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Section
3.3      Investment Representations.


 


(a)            
The Buyer is an “accredited investor” as defined in Rule 501 of Regulation D under the Securities Act.


 


(b)            
The Buyer has received, has thoroughly read, is familiar with and understands the contents of this Agreement.


 


(c)            
The Buyer hereby acknowledges that an investment in the Shares involves certain significant risks. The Buyer acknowledges
that there is a substantial risk that it will lose all or a portion of its investment and that it is financially capable of bearing
the risk of such investment for an indefinite period of time. The Buyer has no need for liquidity in its investment in the Shares
for the foreseeable future and is able to bear the risk of that investment for an indefinite period. The Buyer understands that
there presently is no public market for the Shares and none is anticipated to develop in the foreseeable future. The Buyer’s
present financial condition is such that the Buyer is under no present or contemplated future need to dispose of any portion of
the Shares subscribed for hereby to satisfy any existing or contemplated undertaking, need or indebtedness. The Buyer’s
overall commitment to investments which are not readily marketable is not disproportionate to its net worth and the investment
in the Company will not cause such overall commitment to become excessive.


 


(d)            
The Buyer acknowledges that the Shares have not been and will not be registered under the Securities Act, or any state
securities act, and are being sold on the basis of exemptions from registration under the Securities Act and applicable state
securities acts, except those state securities acts that require registration of the Shares thereunder. Reliance on such exemptions,
where applicable, is predicated in part on the accuracy of the Buyer’s representations and warranties set forth herein.
The Buyer acknowledges and hereby agrees that the Shares will not be transferable under any circumstances unless the Buyer either
registers the Shares in accordance with federal and state securities laws or finds and complies with an available exemption under
such laws. Accordingly, the Buyer hereby acknowledges that there can be no assurance that it will be able to liquidate its investment
in the Company.


 


(e)            
There are substantial risk factors pertaining to an investment in the Company. The Buyer acknowledges that it has read
the information set forth above regarding certain of such risks and is familiar with the nature and scope of all such risks, including,
without limitation, risks arising from the fact that the Company is an entity with limited operating history and financial resources;
and the Buyer is fully able to bear the economic risks of such investment for an indefinite period, and can afford a complete
loss thereof.


 






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(f)             
The Buyer has been given the opportunity to (i) ask questions of and receive answers from the Company and its designated
representatives concerning the terms and conditions of the offering, the Company and the business and financial condition of the
Company and (ii) obtain any additional information that the Company possesses or can acquire without unreasonable effort or expense
that is necessary to assist the Buyer in evaluating the advisability of the purchase of the Shares and an investment in the Company.
The Buyer further represents and warrants that, prior to signing this Agreement, it has asked such questions, received such answers
and obtained such information as it has deemed necessary or advisable to evaluate the merits and risks of the purchase of the
Shares and an investment in the Company. The Buyer is not relying on any oral representation made by any person as to the Company
or its operations, financial condition or prospects.


 


(g)       The
Buyer understands that no federal, state or other governmental authority has made any recommendation, findings or determination
relating to the merits of an investment in the Company.


 


ARTICLE
IV


REPRESENTATIONS
AND WARRANTIES OF THE COMPANY


 


Section 4.1    
Organization and Good Standing. The Company is a corporation duly organized, validly existing, and in good standing under
the laws of the State of Delaware.


 


Section
4.2     Power and Authority; Enforceability. This Agreement constitutes the legal, valid, and binding
obligation of the Company, enforceable against the Company in accordance with its terms. The Company has full power and authority
to execute and deliver this Agreement and to perform its obligations hereunder. The Company has taken all actions necessary to
authorize the execution and delivery of this Agreement, the performance of its obligations hereunder, and the consummation of
the transactions contemplated hereby. This Agreement has been duly authorized, executed, and delivered by, and is enforceable
against, the Company.


 


Section
4.3     No Violation; Necessary Approvals. Neither the execution and delivery of this Agreement by
the Company, nor the consummation or performance by the Company of any of transactions contemplated hereby, will: (a) with or
without notice or lapse of time, constitute, create or result in a breach or violation of, default under, loss of benefit or right
under or acceleration of performance of any obligation required under any Law, Order, contract or Permit to which the Company
is a party or by which it is bound or any of its assets are subject, or any provision of the Company’s organizational documents
as in effect on the Closing Date, (b) result in the imposition of any lien, claim or encumbrance upon any assets owned by the
Company; (c) require any Consent under any contract or organizational document to which the Company is a party or by which it
is bound; or (d) require any Permit under any Law or Order other than (i) required filings, if any, with the SEC and (ii) notifications
or other filings with state or federal regulatory agencies after the Closing that are necessary or convenient and do not require
approval of the agency as a condition to the validity of the transactions contemplated hereunder; or (e) trigger any rights of
first refusal, preferential purchase or similar rights with respect to any of the Shares.


 


Section
4.4     Authorization of the Shares. The Shares have been duly authorized and, when issued in accordance
with this Agreement, the Shares will be duly and validly issued, fully paid and non-assessable shares of Class B Common Stock
and will be free and clear of all Liens and claims, other than restrictions on transfer imposed by the Securities Act and applicable
state securities laws.


 






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ARTICLE
V


FORFEITURE
OF SHARES


 


Section
5.1     Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option
granted to the representative(s) of the underwriters of the Company’s IPO is not exercised in full, the Buyer acknowledges
and agrees that it shall forfeit any and all rights to such number of Shares (up to an aggregate of 375,000 Shares and pro rata
based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Buyer (and
all other initial stockholders prior to the IPO, if any) will own an aggregate number of Shares (not including common stock issuable
upon exercise of any warrants or any common stock purchased by the Buyer in the Company’s IPO or in the aftermarket) equal
to 20% of the issued and outstanding common stock of the Company immediately following the IPO.


 


Section
5.2     Termination of Rights as Stockholder. If any of the Shares are forfeited in accordance with
this ARTICLE V, then after such time the Buyer (or successor in interest), shall no longer have any rights as a holder
of such Shares, and the Company shall take such action as is appropriate to cancel such Shares.


ARTICLE
VI


WAIVER
OF LIQUIDATION DISTRIBUTIONS


 


Section
6.1     Redemption Rights. In connection with the Shares purchased pursuant to this Agreement, the
Buyer hereby waives any and all right, title, interest or claim of any kind in or to any distributions by the Company from the
trust account which will be established for the benefit of the Company’s public stockholders and into which substantially
all of the proceeds of the IPO will be deposited (the “Trust Account”), in the event of a liquidation of the
Company upon the Company’s failure to timely complete an initial business combination. For purposes of clarity, in the event
the Buyer purchases common stock in the IPO or in the aftermarket, any additional shares of common stock so purchased shall be
eligible to receive any liquidating distributions by the Company. However, in no event will the Buyer have the right to redeem
any common stock for funds held in the Trust Account upon the successful completion of an initial business combination.


 


ARTICLE
VII


MISCELLANEOUS


 


Section
7.1     Voting and Tender of Shares. The Buyer agrees to vote the Shares in favor of an initial business
combination that the Company negotiates and submits for approval to the Company’s stockholders. Additionally, the Buyer
agrees not to tender any Shares in connection with a tender offer presented to the Company’s stockholders in connection
with an initial business combination negotiated by the Company.


 


Section
7.2    Entire Agreement. This Agreement, together with the certificates, documents, instruments and
writings that are delivered pursuant hereto, constitutes the entire agreement and understanding of the parties hereto in respect
of its subject matter and supersedes all prior understandings, agreements, or representations by or among the parties hereto,
written or oral, to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby.


 






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Section
7.3    Successors. All of the terms, agreements, covenants, representations, warranties, and conditions
of this Agreement are binding upon, and inure to the benefit of and are enforceable by, the parties hereto and their respective
successors.


 


Section
7.4     Assignments. Except as otherwise provided herein, no party hereto may assign either this Agreement
or any of its rights, interests, or obligations hereunder without the prior written approval of the other party. Any purported
assignment in violation of this Section 7.4 shall be void and ineffectual and shall not operate to transfer or assign any interest
or title to the purported assignee.


 


Section
7.5     Waiver of Jury Trial. THE PARTIES HERETO EACH HEREBY AGREE TO WAIVE THE RESPECTIVE RIGHTS TO
JURY TRIAL OF ANY DISPUTE BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OTHER AGREEMENTS RELATING HERETO OR ANY DEALINGS
AMONG THEM RELATING TO THE TRANSACTIONS. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL ACTIONS THAT
MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THE TRANSACTIONS, INCLUDING, CONTRACT CLAIMS, TORT CLAIMS,
BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THE PARTIES HERETO EACH ACKNOWLEDGE THAT THIS WAIVER IS
A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP AND THAT THEY WILL CONTINUE TO RELY ON THE WAIVER IN THEIR RELATED
FUTURE DEALINGS. EACH PARTY HERETO FURTHER REPRESENTS AND WARRANTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND
THAT EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. NOTWITHSTANDING ANYTHING
TO THE CONTRARY HEREIN, THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED ORALLY OR IN WRITING, AND THE WAIVER WILL
APPLY TO ANY AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING
HERETO. IN THE EVENT OF AN ACTION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO TRIAL BY A COURT.


 


Section
7.6 Counterparts. This Agreement may be executed in two or more counterparts, each of which will be deemed an original
but all of which together will constitute one and the same instrument.


 


Section
7.7 Headings. The article and section headings contained in this Agreement are inserted for convenience only and will not
affect in any way the meaning or interpretation of this Agreement.


 


Section
7.8 Governing Law. This Agreement, the entire relationship of the parties hereto, and any litigation between the parties
(whether grounded in contract, tort, statute, law or equity) shall be governed by, construed in accordance with, and interpreted
pursuant to the laws of the State of Delaware, without giving effect to its choice of laws principles.


 






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


 


Section
7.10 Severability. The provisions of this Agreement will be deemed severable and the invalidity or unenforceability of
any provision will not affect the validity or enforceability of the other provisions hereof; provided that if any provision of
this Agreement, as applied to any party hereto or to any circumstance, is adjudged by a Governmental Body, arbitrator, or mediator
not to be enforceable in accordance with its terms, the parties hereto agree that the Governmental Body, arbitrator, or mediator
making such determination will have the power to modify the provision in a manner consistent with its objectives such that it
is enforceable, and/or to delete specific words or phrases, and in its reduced form, such provision will then be enforceable and
will be enforced.


 


Section
7.11 Expenses. Except as otherwise expressly provided in this Agreement, each party hereto will bear its own costs and
expenses incurred in connection with the preparation, execution and performance of this Agreement and the consummation of the
transactions contemplated hereby, including all fees and expenses of agents, representatives, financial advisors, legal counsel
and accountants.


 


Section
7.12 Construction. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. If an
ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties
hereto and no presumption or burden of proof will arise favoring or disfavoring any party hereto because of the authorship of
any provision of this Agreement. Any reference to any federal, state, local, or foreign Law will be deemed also to refer to Law
as amended and all rules and regulations promulgated thereunder, unless the context requires otherwise. The words “include,”
“includes,” and “including” will be deemed to be followed by “without limitation.” Pronouns
in masculine, feminine, and neuter genders will be construed to include any other gender, and words in the singular form will
be construed to include the plural and vice versa, unless the context otherwise requires. The words “this Agreement,”
“herein,” “hereof,” “hereby,” “hereunder,” and words of similar import refer to
this Agreement as a whole and not to any particular subdivision unless expressly so limited. The parties hereto intend that each
representation, warranty, and covenant contained herein will have independent significance. If any party hereto has breached any
representation, warranty, or covenant contained herein in any respect, the fact that there exists another representation, warranty
or covenant relating to the same subject matter (regardless of the relative levels of specificity) which such party hereto has
not breached will not detract from or mitigate the fact that such party hereto is in breach of the first representation, warranty,
or covenant.


 


Section
7.13 Waiver. No waiver by any party hereto of any default, misrepresentation, or breach of warranty or covenant hereunder,
whether intentional or not, may be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty
or covenant hereunder or affect in any way any rights arising because of any prior or subsequent occurrence.


 









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


 


	 	COMPANY:
	 	 
	 	ROARING FORK ACQUISITION CORP.
	 	 
	 	 
	 	By:	/s/ Tyson Taylor
	 	Name: 	Tyson Taylor
	 	Title:	Secretary 
	 	 
	 	BUYER:
	 	 
	 	ROARING FORK SPONSOR LLC
	 	 
	 	 
	 	By: 	/s/ Eric
    Scheyer
	 	Name:	Eric Scheyer
	 	Title:	Authorized Signatory