Exhibit 10.5


 


PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT


 


THIS PRIVATE PLACEMENT
WARRANTS PURCHASE AGREEMENT, dated as of February 23, 2021 (as it may from time to time be amended and including all exhibits
referenced herein, this “Agreement”), is entered into by and between BOA Acquisition Corp., a Delaware corporation
(the “Company”), and Bet on America 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 $0.0001 per share (each, a “Share”),
and one-third 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 6,325,000 warrants (or up to 6,575,000 warrants if the over-allotment
option in connection with the Public Offering is exercised in full) (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, and concurrently with the
consummation thereof, or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial
Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company
6,325,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $6,325,000 (the “Purchase
Price”). The Purchase Price 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
to be filed in connection with the Public Offering. On the Initial Closing Date, the Company, shall either, at its option, deliver
a certificate 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. On the date of the consummation of the closing of the over-allotment
option in connection with the Public Offering, and concurrently with the consummation thereof, or on such earlier time and date
as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”;
together with the Initial Closing Date, the “Closing Dates” and each, a “Closing Date”),
the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to an aggregate of 250,000
Private Placement Warrants, in the same proportion as the amount of the over-allotment option that is exercised, at a price of
$1.00 per warrant for an aggregate purchase price of up to $250,000 (if the over-allotment option in connection with the Public
Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of
immediately available funds to the Company in accordance with the Company’s wiring instructions. On the Over-allotment Closing
Date, upon the payment by the Purchaser of the Over-allotment Purchase Price payable by it by wire transfer of immediately available
funds to the Company, the Company shall either, at its option, deliver a certificate 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 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 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 issuance 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, the 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 the Purchaser.


 


D.            Valid
Issuance. All of the issued shares of capital stock of the Company have been duly authorized, validly issued, and are fully
paid and non-assessable.


 


E.            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 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.


 






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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.


 


(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”).


 


(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.


 






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(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.


 


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.


 






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D.          Warrant
Agreement and Registration Rights Agreement. The Company shall have entered into a Warrant Agreement with a warrant agent 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.


 


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 a Warrant Agreement with a warrant agent on terms satisfactory to the Company.


 


Section 6.     Termination.
This Agreement may be terminated at any time after May 31, 2022 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.


 






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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 has filed with the Securities and Exchange Commission under the Securities Act in connection with
the Public Offering.




 


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 affiliates thereof
(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.


 


C.            Counterparts.
This Agreement may be executed simultaneously in two or more counterparts, none of which needs to 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 without regard to the conflicts of laws principles thereof.


 


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:
	 
	 	BOA ACQUISITION CORP., a Delaware corporation
	 
	 	By:	/s/ Benjamin A. Friedman
	 	 	Name:	Benjamin A. Friedman
	 	 	Title:	Chief Financial Officer
	 
	 	PURCHASER:
	 
	 	BET ON AMERICA LLC, a Delaware limited liability company
	 	By: Bet on America Holdings LLC, its Manager
	 
	 	By:	/s/ Benjamin A. Friedman
	 	 	Name:	 Benjamin A. Friedman
	 	 	Title:	Manager






 


[Signature Page to Private Placement Warrants Purchase Agreement]