Exhibit 10.5


 


Execution Version


 


PRIVATE PLACEMENT WARRANTS PURCHASE
AGREEMENT


 


THIS PRIVATE PLACEMENT
WARRANTS PURCHASE AGREEMENT, dated as of January 12, 2021 (as it may from time to time be amended, this “Agreement”),
is entered into by and among Pontem Corporation, a Cayman Islands exempted company (the “Company”), HSM-
Invest, a Switzerland simple or general non-commercial partnership to be established and controlled by Hubertus Muehlhaeuser (“HSM-Invest”),
and Pontem LLC, a Delaware limited liability company (the “Sponsor”). The Sponsor and HSM-Invest are
sometimes referred to herein individually as a “Purchaser” and, collectively, as the “Purchasers””


 


WHEREAS, the Company
intends to consummate an initial public offering of the Company’s units (the “Public Offering””),
each unit consisting of one Class A ordinary share, par value $0.0001 per share, of the Company (an “Ordinary Share””),
and one-third of one redeemable warrant. Each whole warrant entitles the holder to purchase one Ordinary Share at an exercise price
of $11.50 per Ordinary Share. The Purchasers have agreed to purchase an aggregate of 9,333,333 warrants (or 10,533,333 in the aggregate
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 Ordinary 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 Purchasers.


 


(B) Purchase
and Sale of the Private Placement Warrants.


 


(i) On
the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchasers
and the Company (the “Initial Closing Date””), the Company shall issue and sell to the Purchasers,
and the Purchasers shall purchase from the Company, an aggregate of 9,333,333 Private Placement Warrants at a price of $1.50 per
warrant for an aggregate purchase price of $14,000,000 (the “Purchase Price””) in the amount set
forth opposite such Purchaser’s name in Schedule I hereto. Each Purchaser shall pay its portion of the Purchase Price by
wire transfer of immediately available funds into the Trust Account (as such term is defined in the Underwriting Agreement, as
defined herein), at least one (1) business day prior to the date of the Underwriting Agreement (the “Underwriting Agreement””)
entered into by and among the Company and Credit Suisse Securities (USA) LLC and Guggenheim Securities, LLC, as representatives
of the several underwriters named therein. On the Initial Closing Date, subject to the receipt of funds pursuant to the immediately
prior sentence, the Company, at its option, shall deliver a certificate evidencing the Private date duly registered in each
Purchaser’s name to such Purchaser or effect such delivery in book-entry form.


 






     


     


    

 


(ii) On
the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier
time and date as may be mutually agreed by the Purchasers and the Company (each such date, an “Over-allotment Closing
Date”, and each Over-allotment Closing Date (if any) and the Initial Closing Date being sometimes referred
to herein as a “Closing Date”), the Company shall issue and sell to the Purchasers, and the Purchasers
shall purchase from the Company, up to an aggregate of 1,200,000 additional Private Placement Warrants (the “Over-allotment
Warrants”) at a price of $1.50 per warrant for an aggregate purchase price of up to $1,800,000 (if the over-allotment
option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”).
Each Purchaser will purchase a number of Over-allotment Warrants based on the percentage of Private Placement Warrants purchased
by such Purchaser. Each Purchaser shall pay its portion of the Over-allotment Purchase Price into the Trust Account by wire transfer
of immediately available funds at least one (1) business day prior to the Over-allotment Closing Date. On the Over-allotment Closing
Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company shall, at its option, deliver a certificate
evidencing the Private Placement Warrants purchased on such date duly registered in each Purchaser’s name to such Purchaser
or effect such delivery in book-entry form.


 


(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) At the time
of the closing of the Public Offering, the Company and the Purchasers shall enter into a registration and shareholder rights agreement
(the Registration and Shareholder Rights Agreement”) pursuant to which the Company will grant certain registration
rights to the Purchasers relating to the Private Placement Warrants and the Ordinary Shares underlying the Private Placement Warrants.


 


Section 2. Representations
and Warranties of the Company. As a material inducement to the Purchasers to enter into this Agreement and purchase the Private
Placement Warrants, the Company hereby represents and warrants to the Purchasers (which representations and warranties shall survive
the Closing Date) that:


 


(A) Incorporation
and Corporate Power. The Company is an exempted company duly incorporated, validly existing and in good standing under the
laws of the Cayman Islands 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.


 






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(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 Ordinary 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 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 equity 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 Amended and Restated Memorandum and Articles of Association 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.


 


(C) Title
to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, the Warrant Agreement and the Amended
and Restated Memorandum and Articles of Association of the Company as amended from time to time, and upon registration in the Company’s
register of members, the Ordinary Shares issuable upon exercise of the Private Placement Warrants will be duly and validly issued
as fully paid and nonassessable. On the date of issuance of the Private Placement Warrants, the Ordinary Shares issuable upon exercise
of the Private 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 Purchasers will have good title to the Private Placement Warrants and the Ordinary
Shares issuable upon exercise of such Private Placement Warrants (upon registration in the Company’s register of members), 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 Purchasers.


 






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(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.


 


(E) Regulation
D Qualification. Neither the Company nor, to its knowledge, any of its affiliates, members, officers, directors or beneficial
shareholders of 20% or more of its outstanding securities, has experienced a disqualifying event as enumerated pursuant to Rule
506(d) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”).


 


Section 3. Representations
and Warranties of the Purchasers. As a material inducement to the Company to enter into this Agreement and issue and sell the
Private Placement Warrants to the Purchasers, each of the Sponsor and HSM-Invest hereby, separately and not jointly, represents
and warrants to the Company (which representations and warranties shall survive each Closing Date) that:


 


(A) Organization
and Requisite Authority. Such Purchaser possesses all requisite power and authority necessary to carry out the transactions
contemplated by this Agreement.


 


(B) Authorization;
No Breach.


 


(i) This Agreement
constitutes a valid and binding obligation of such 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 such Purchaser of this Agreement and the fulfillment of and compliance with the terms hereof by such Purchaser
does not and shall not as of each Closing Date (a) conflict with or result in a breach by the Purchaser 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 such Purchaser’s equity or assets under, (d) result in a violation of, or (e) require 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 such Purchaser’s organizational documents 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 such Purchaser is subject, or any
agreement, instrument, order, judgment or decree to which such Purchaser is subject, except for any filings required after the
date hereof under federal or state securities laws.


 






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(C) Investment
Representations.


 


(i) Such Purchaser
is acquiring the Private Placement Warrants and, upon exercise of the Private Placement Warrants, the Ordinary Shares issuable
upon such exercise (collectively, the “Securities’”), for such 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) Such Purchaser
is an “accredited investor” as such term is defined in Rule 501(a)(3) of Regulation D, and such Purchaser has not experienced
a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities Act.


 


(iii) Such 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 such Purchaser’s compliance with, the representations and warranties of such Purchaser set forth herein in order
to determine the availability of such exemptions and the eligibility of such Purchaser to acquire such Securities.


 


(iv) Such 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.


 


(v) Such 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 such Purchaser. Such Purchaser has been afforded the opportunity
to ask questions of the executive officers and directors of the Company. Such 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) Such 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 such
Purchaser nor have such authorities passed upon or endorsed the merits of the offering of the Securities.


 


(vii) Such 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 and Shareholder 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 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.


 






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(viii) Such Purchaser
has such knowledge and experience in financial and business matters, knows 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. Such 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. Such Purchaser can afford a complete loss of its investment in the Securities.


 


(ix) Such Purchaser
understands that the Private Placement Warrants shall bear the legend substantially in the form set forth in the Warrant Agreement.


 


Section 4. Conditions
of the Purchasers’ Obligations. The obligation of each Purchaser to purchase and pay for the Private Placement Warrants
is 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. The Company shall have entered into the Warrant Agreement with a warrant agent on terms satisfactory to the Purchasers.


 


(E) Registration
and Shareholder Rights Agreement. The Company shall have entered into the Registration and Shareholder Rights Agreement on
terms satisfactory to the Purchasers.


 


Section 5. Conditions
of the Company’s Obligations. The obligations of the Company to the Purchasers 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 Purchasers contained in Section 3 shall be true and correct at and
as of such Closing Date as though then made.


 


(B) Performance.
The Purchasers 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 Purchasers 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 the Warrant Agreement with a warrant agent on terms satisfactory to the Company.


 


Section 6. Termination.
This Agreement may be terminated at any time after March 31, 2021 upon the election by either the Company or any 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. 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 Purchasers 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.


 


(E) Governing
Law. This Agreement shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall
be construed in accordance with the internal laws of the State of New York.


 


(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:
	 	 
	 	PONTEM CORPORATION


 


	 	By:	/s/ Nina Murphy
	 	 	Name: Nina Murphy
	 	 	Title:   Chief Financial Officer


 


	 	PURCHASERS:
	 	 
	 	PONTEM LLC


 


	 	By:	/s/ Nina Murphy
	 	 	Name: Nina Murphy
	 	 	Title:   Chief Financial Officer


 


	 	HSM-INVEST


 


	 	By:	/s/ Hubertus Muehlhaeuser
	 	 	Name: Hubertus Muehlhaeuser
	 	 	Title:   Partner


 


[Signature Page to Private Placement
Warrants Purchase Agreement]


 






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SCHEDULE I


 


	 	 	Number of 

Warrants to	 	 	Purchase	 
	Purchasers	 	be Purchased	 	 	Price	 
	Pontem LLC	 	 	9,660,000	 	 	$	14,490,000	 
	HSM-Invest	 	 	933,333	 	 	$	1,400,000	 
	Total	 	 	10,593,333	 	 	$	15,890,000	 



 


 


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