Exhibit
10.5


 


_______
__, 2021


 


Astrea
Acquisition Corp.


55
Ocean Lane Drive, Apt. 3021


Key
Biscayne, FL 33149


 


Gentlemen:


 


Astrea
Acquisition Corp. (“Corporation”), a blank check company formed for the purpose of acquiring one or more businesses
or entities (a “Business Combination”), intends to register its securities under the Securities Act of 1933, as amended
(“Securities Act”), in connection with its initial public offering (“IPO”).


 


Astrea
Acquisition Sponsor LLC (the “Sponsor”) hereby commits to purchase an aggregate of 430,000 units of the Corporation
(“Initial Placement Units”), each Placement Unit currently intended to consist of one share of common stock, par value
$0.0001 per share (“Common Stock”), of the Corporation, and one-half of one redeemable warrant (“Warrants”),
each whole Warrant entitling the holder to purchase one share of Common Stock, at a purchase price of $10.00 per Initial Placement
Unit, for an aggregate purchase price of $4,300,000 (the “Initial Purchase Price”). Additionally, if the underwriters
in the IPO exercise their over-allotment option in full or in part, the Sponsor further commits to purchase up to an additional
45,000 units (“Additional Placement Units” and together with the Initial Placement Units, the “Placement Units”)
at a purchase price of $10.00 per Additional Placement Unit, for an aggregate additional purchase price of up to $450,000 (the
“Over-Allotment Purchase Price” and together with the Initial Purchase Price, the “Purchase Price”). At
least 24 hours prior to the effective date (“Effective Date”) of the Corporation’s registration statement filed
in connection with the IPO (“Registration Statement”), the Sponsor will cause the full Purchase Price to be delivered
to Graubard Miller, counsel for the Corporation (“Counsel”), by wire transfer as set forth in the instructions attached
as Exhibit A to hold in a non-interest bearing account until the Corporation consummates the IPO.


 


The
consummation of the purchase and issuance of the Initial Placement Units and Additional Placement Units (if any) shall occur simultaneously
with the consummation of the IPO and over-allotment option, respectively. Simultaneously with the consummation of the IPO, Counsel
shall deposit the Initial Purchase Price, without interest or deduction, into the trust account (“Trust Account”)
established by the Corporation for the benefit of the Corporation’s public stockholders as described in the Registration
Statement. Simultaneously with the consummation of all or any part of the over-allotment option, Counsel shall deposit the pro-rata
portion of the Over-Allotment Purchase Price, based upon the amount of the over-allotment option that has been exercised, without
interest or deduction, into the Trust Account. Upon expiration of the over-allotment option, Counsel shall return any unused portion
of the Over-Allotment Purchase Price to the Sponsor. If the Corporation does not complete the IPO within fourteen (14) days from
the Effective Date, the Purchase Price (without interest or deduction) will be returned to the Sponsor.


 






     


     


    

 


Each
of the Corporation and the Sponsor acknowledges and agrees that Counsel is serving hereunder solely as a convenience to the parties
to facilitate the purchase of the Placement Units and Counsel’s sole obligation under this letter agreement is to act with
respect to holding and disbursing the Purchase Price for the Placement Units as described above. Counsel shall not be liable to
the Corporation or the Sponsor or any other person or entity in respect of any act or failure to act hereunder or otherwise in
connection with performing its services hereunder unless Counsel has acted in a manner constituting gross negligence or willful
misconduct. The Corporation and the Sponsor, jointly and severally, shall indemnify Counsel against any claim made against it
(including reasonable attorney’s fees) by reason of it acting or failing to act in connection with this letter agreement
except as a result of its gross negligence or willful misconduct. Counsel 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 signed or presented by the proper party or parties.


 


The
Placement Units will be identical to the units sold by the Corporation in the IPO, except that:


 


		●	the
                                         Sponsor agrees to vote the shares of Common Stock included in the Placement Units (the
                                         “Placement Shares”) in favor of any proposed Business Combination;



 


		●	until
                                         such time as the Corporation has completed its initial Business Combination the Sponsor
                                         agrees not to seek conversion rights, or seek to sell such shares in any tender offer,
                                         with respect to any Placement Shares;



 


		●	the
                                         Placement Units and underlying securities will not be transferable until after the completion
                                         of a Business Combination, except (i) to officers, directors, consultants or affiliates
                                         of the Sponsor or the Corporation, (ii) to the Sponsor’s stockholders, partners
                                         or members upon the Sponsor’s liquidation, (iii) by bona fide gift to a member
                                         of the Sponsor’s immediate family or to a trust, the beneficiary of which is a
                                         Sponsor or a member of a Sponsor’s immediate family for estate planning purposes,
                                         (iv) by virtue of the laws of descent and distribution upon death of a Sponsor, (v) pursuant
                                         to a qualified domestic relations order binding on a Sponsor, (vi) to the Corporation
                                         for no value for cancellation in connection with the consummation of a Business Combination
                                         or (vii) by private sales made at or prior to the consummation of a Business Combination
                                         at prices no greater than the price at which the Placement Units were originally purchased;
                                         provided, however, that except for clause (vi) or with the Corporation’s prior
                                         written consent, such permitted transfers may be implemented only upon the respective
                                         transferee’s written agreement to be bound by the terms of the transfer restrictions
                                         herein;



 


		●	the
                                         Placement Units (and underlying securities) will have customary registration rights,
                                         which shall be described in the Registration Statement;



 






    2


     


    

 


		●	the
                                         Warrants included in the Placement Units (“Placement Warrants”) will not
                                         be redeemable and will be exercisable on a cashless basis so long as they are held by
                                         the Sponsor or its permitted transferees;



 


		●	the
                                         Sponsor will not participate in any liquidation distribution with respect to the Placement
                                         Shares (but will participate in liquidation distributions with respect to any units or
                                         shares of Common Stock purchased by the Sponsor in the IPO or in the open market after
                                         the IPO) if the Corporation fails to consummate a Business Combination; and



 


		●	the
                                         Placement Units will include any additional terms or restrictions as is customary in
                                         other similarly structured blank check company offerings or as may be reasonably required
                                         by the underwriters in the IPO in order to consummate the IPO, each of which will be
                                         set forth in the Registration Statement.



 


The
Sponsor hereby represents and warrants that:


 


		(a)	it
                                         has been advised that the Placement Units have not been registered under the Securities
                                         Act;



 


		(b)	it
                                         is acquiring the Placement Units and underlying securities for its account for investment
                                         purposes only;



 


		(c)	it
                                         has no present intention of selling or otherwise disposing of the Placement Units (or
                                         underlying securities) in violation of the securities laws of the United States;



 


		(d)	it
                                         is an “accredited investor” as defined by Rule 501 of Regulation D promulgated
                                         under the Securities Act of 1933, as amended;



 


		(e)	it
                                         has had both the opportunity to ask questions and receive answers from the officers and
                                         directors of the Corporation and all persons acting on its behalf concerning the terms
                                         and conditions of the offer made hereunder;



 


		(f)	it
                                         is familiar with the proposed business, management, financial condition and affairs of
                                         the Corporation;



 


		(g)	it
                                         has full power, authority and legal capacity to execute and deliver this letter and any
                                         documents contemplated herein or needed to consummate the transactions contemplated in
                                         this letter; and



 


		(h)	this
                                         letter constitutes the legal, valid and binding obligation of the Sponsor and is enforceable
                                         against it.



 


 


Remainder
of this Page Intentionally Left Blank


 




    3


     


    

 


	 	Very truly yours,
	 	 	 
	 	ASTREA ACQUISITION SPONSOR LLC
	 	 	 
	 	By:	
	 	 	Name:
	 	 	Title:


 


Accepted
and Agreed:


 


ASTREA
ACQUISITION CORP.


	 	 	 	 
	By:	 	 
	 	Name:	Felipe Gonzalez	 
	 	Title:	Chief Executive Officer	 


 


 


Graubard
miller


(solely
with respect to its obligations to hold


and
disburse monies for the Placement Units)


  


	By:		 
	 	Name:	 
	 	Title:	 


 




    4