Exhibit 10.5


 


 


SPONSOR WARRANTS PURCHASE AGREEMENT


 


THIS SPONSOR WARRANTS PURCHASE AGREEMENT,
dated as of January 21, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by
and between Primavera Capital Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and
Primavera Capital Acquisition 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 Class A ordinary
share of the Company, par value $0.0001 per share (each, an “Ordinary Share”), and one-half 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; and


 


The Purchaser has agreed to purchase an
aggregate of 9,200,000 warrants (or up to 10,280,000 warrants if the over-allotment option in connection with the Public Offering
is exercised in full) (the “Sponsor Warrants”), each Sponsor Warrant entitling the holder to purchase one Ordinary
Share at an exercise price of $11.50 per Ordinary 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 Sponsor Warrants.


 


(a)       Authorization
of the Sponsor Warrants. The Company has duly authorized the issuance and sale of the Sponsor Warrants to the Purchaser.


 


(b)       Purchase
and Sale of the Sponsor 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 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, 9,200,000 Sponsor Warrants at a price of $1.00 per warrant for an aggregate purchase price of
$9,200,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the
Company at least one day prior to the Initial Closing Date in accordance with the Company’s wiring instructions. On the


 




     


     


    

Initial
Closing Date, following the payment by the Purchaser of the Purchase Price by wire transfer of immediately available funds to
the Company, the Company, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased on such date duly
registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.


 


(ii)       On
the date of any 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 Purchaser 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 Purchaser, and the Purchaser shall purchase from the Company, up to an
aggregate of 1,080,000 Sponsor Warrants, in the same proportion as the amount of the option that is then so exercised, at a price
of $1.00 per warrant for an aggregate purchase price of up to $1,080,000 (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 at least one day prior to the Over-allotment Closing Date in accordance with the Company’s
wiring instructions. On the Over-allotment Closing Date, following the payment by the Purchaser of the Over-allotment Purchase
Price by wire transfer of immediately available funds to the Company, the Company shall, at its option, deliver a certificate to
the Purchaser evidencing the Sponsor Warrants purchased on such date duly registered in the Purchaser’s name or effect such
delivery in book-entry form.


 


(c)       Terms
of the Sponsor Warrants.


 


(i)       Each
Sponsor 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”), and shall be subject to the terms of a letter agreement,
dated as of the date hereof, to be entered into by the Company, the Purchaser and the other parties thereto, in connection with
the Public Offering.


 


(ii)       At
the time of, or prior to, the closing of the Public Offering, 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 Sponsor Warrants and the Ordinary Shares underlying the Sponsor Warrants.


 


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


 




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(a)       Organization
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.


 


(b)       Authorization;
No Breach.


 


(i)       The
execution, delivery and performance of this Agreement and the Sponsor Warrants have been duly authorized by the Company as of the
Initial 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
Sponsor Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of
each Closing Date.


 


(ii)       The
execution and delivery by the Company of this Agreement and the Sponsor Warrants, the issuance and sale of the Sponsor Warrants,
the issuance of the Ordinary Shares upon exercise of the Sponsor 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 (1) conflict with or result in a breach of
the terms, conditions or provisions of, (2) constitute a default under, (3) result in the creation of any lien, security interest,
charge or encumbrance upon the Company’s share capital or assets under, (4) result in a violation of, or (5) 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, and registration in the register of members of the
Company, the terms hereof and the Warrant Agreement, the Ordinary Shares issuable upon exercise of the Sponsor Warrants will be
duly and validly issued, fully paid and non-assessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof
and the Warrant Agreement, the Purchaser will have good title to the Sponsor Warrants and the Ordinary Shares issuable upon exercise
of such Sponsor Warrants, free and clear of all liens, claims and encumbrances of any kind, other than ii) transfer restrictions
hereunder and under the other agreements contemplated hereby, iii) transfer restrictions under federal and state securities laws,
and iv) liens, claims or encumbrances imposed due to the actions of the Purchaser.


 




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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.


 


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 Sponsor 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.


 


(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.


 


(c)       Investment
Representations.


 


(i)       The
Purchaser is acquiring the Sponsor Warrants and, upon exercise of the Sponsor Warrants, the Ordinary 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 under 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.


 




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(iv)       The
Purchaser decided to enter into this Agreement not 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.


 


(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) in a registered transaction 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. In this regard, the Purchaser understands that the
Securities and Exchange Commission (the “SEC”) has taken the position that promoters or affiliates of a blank
check company and their transferees, both before and after a Business Combination, are deemed to be “underwriters”
under the Securities Act when reselling the securities of a blank check company. Based on that position, Rule 144 adopted pursuant
to the Securities Act would not be available for resale transactions of the Securities despite technical compliance with the requirements
of such Rule, and the Securities can be resold only through a registered offering or in reliance upon another exemption from the
registration requirements of the Securities Act.


 


(viii)       The
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. 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 investments in the Securities.


 




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Section 4.Conditions of the Purchaser’s
Obligations. The obligations of the Purchaser to purchase and pay for the Sponsor 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.


 


(d)       Warrant
Agreement. The Company shall have entered into a Warrant Agreement with a warrant agent on terms satisfactory to the Purchaser.


 


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)       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.


 


(d)       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 January 31, 2021 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.


 




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Section 7.Survival of Representations
and Warranties. All of the representations and warranties contained herein shall survive each Closing Date.


 


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 SEC, under the Securities Act.


 


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,
other than assignments by the Purchaser to affiliates thereof.


 


(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:
	 	 
	 	 
	 	PRIMAVERA CAPITAL ACQUISITION CORPORATION
	 	 
	 	 
	 	By:	/s/ Tong Chen
	 	 	Name:Tong Chen
	 	 	Title:Chief Executive Officer





 


 


 


	 	PURCHASER:
	 	 
	 	 
	 	PRIMAVERA CAPITAL ACQUISITION LLC
	 	 
	 	 
	 	By:	/s/ Fred Hu
	 	 	Name:Fred Hu
	 	 	Title:Managing Member


 


 


[Signature Page - Sponsor Warrants Purchase
Agreement]