EXHIBIT 10.5


 


SPONSOR WARRANT PURCHASE AGREEMENT


 


THIS SPONSOR WARRANT PURCHASE AGREEMENT (as
it may from time to time be amended and including all exhibits referenced herein, this “Agreement”) is entered into
by and among PMV Acquisition Corp.., a Delaware corporation (the “Company”), CIBL, Inc. (the “Purchaser”) and Graubard Miller, as escrow agent (“Escrow Agent”).


 


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
common stock, par value $0.0001 per share (a “Share”), and one warrant to purchase one half of one Share at an exercise
price of $5.75 per half Share. The Purchaser has agreed to purchase an aggregate of 7,000,000 warrants (the “Private Placement
Warrants”), each Private Placement Warrant entitling the holder to purchase one half of one Share at an exercise price of
$5.75 per half 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.


 


(i)     At least 24 hours prior to the consummation
of the Public Offering, the Purchaser shall deliver an aggregate purchase price of $3,500,000 (the “Purchase Price”)
for the Private Placement Warrants to the Escrow Agent, to hold in a non-interest bearing account.


 


(ii)     Simultaneously with the consummation
of the Public Offering (the “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall
purchase from the Company, 7,000,000 Private Placement Warrants. At such time, the Escrow Agent shall deposit the Purchase Price,
without interest or deduction, into the trust fund (“Trust Fund”) established by the Company for the benefit of the
Company’s public stockholders as described in the Registration Statement, pursuant to the terms of an Investment Management
Trust Agreement to be entered into between the Company and Continental Stock Transfer & Trust Company. On the Closing Date,
upon the payment by the Purchaser of the Purchase Price by wire transfer of immediately available funds to the Trust Fund, the
Company shall deliver certificates evidencing the 7,000,000 Private Placement Warrants duly registered in the Purchaser’s
name to the Purchaser.


 


C.      Terms of the Private Placement Warrants.


 


(i)      Each Private Placement Warrant shall
have the 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)     On the Effective 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
the 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 by the Company as of the Closing Date. This Agreement
constitutes the 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 as of the Closing Date.


 


(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 of common stock 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 the 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 or other action by or notice or declaration to, or filing with, any court or administrative
or governmental body or agency pursuant to the Certificate of Incorporation of the Company or the By-laws of the Company, 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.


 


C.      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
Private Placement 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 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.      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 the 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 the
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.


 


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 its 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.


 


(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 of 1933, as amended (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.


 


(viii)    The Purchaser has such knowledge and
experience in financial and business matters, know of the high degree of risk associated with investments in the securities of
companies in the development stage such as the Company, are capable of evaluating the merits and risks of an investment in the
Securities and are able to bear the economic risk of an investment in the Securities in the amount



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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 their investments in the Securities.


 


Section 4.       Return of Funds.
If the Company does not complete the Public Offering within fourteen (14) days of the date the Purchase Price is delivered to the
Escrow Agent, the Purchase Price (without interest or deduction) will be returned to the undersigned.


 


Section 5.       Escrow Agent.


 


(i)       The Escrow Agent is serving hereunder
solely as a convenience to the parties to facilitate the purchase and sale of the Private Placement Warrants and Escrow Agent’s
sole obligation under this Agreement is to act with respect to the Purchase Price as described in Sections 1 and 4 of this Agreement.
Escrow Agent shall not be liable to the Company or the Purchaser or any other person or entity in respect of any act or failure
to act hereunder or otherwise in connection with serving as Escrow Agent unless Escrow Agent has acted in a manner constituting
gross negligence or willful misconduct. Each of the Company and the Purchaser shall indemnify Escrow Agent against any claim made
against it (including reasonable attorney’s fees) by reason of it acting or failing to act in connection with this transaction
except as a result of its gross negligence or willful misconduct.


 


(ii)     The Escrow Agent may rely and shall
be protected in acting or refraining from acting upon any written notice, instruction or request furnished to it hereunder and
believed by it to be genuine and to have been sued or presented by the proper party or parties. Escrow Agent may conclusively presume
that the Company and the Purchaser have full power and authority to instruct Escrow Agent on behalf of such parties unless written
notice to the contrary is received by Escrow Agent.


 


Section 6.      Survival of Representations
and Warranties. All of the representations and warranties contained herein shall survive the Closing Date.


 


Section 7.      Definitions. Terms
used but not otherwise defined in this Agreement shall have the meaning assigned to such terms in the Registration Statement.


 


Section 8.  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, 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 need contain the signatures of more than one party, but all
such counterparts taken together shall constitute one and the same agreement.


 


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.



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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.


 


F.      Amendments. This letter 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.


 


	 	COMPANY:	 
	 	  	 
	 	PMV ACQUISITION CORP.	 
	 	  	  	 
	 	By:	 	 
	 	  	Name: 	 
	 	  	Title: 	 
	 	  	  	 
	 	PURCHASER:	 
	 	  	 
	 	CIBL, INC.
	 	  	  	 
	 	By:	 	 
	 	  	Name: 	 
	 	  	Title: 	 
	 	  	 
	 	
        ESCROW AGENT:

         

        GRAUBARD MILLER


	 
	 	  	  	 
	 	By:	 	 
	 	  	Name: 	 
	 	  	Title: 	 



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