EX-10.5



 Exhibit 10.5 

FORM OF SPONSOR WARRANTS PURCHASE AGREEMENT 

THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of
                , 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Category Leader Partner Corporation 1,
a Delaware corporation (the “Company”), and Category Leader Partner Sponsor 1, LLC, a Delaware limited liability company (the “Purchaser”). 

WHEREAS, 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 Class A common stock, par value $0.0001 per share (a “Share”), and one-half of one warrant, each whole warrant exercisable for one Share at
an exercise price of $11.50 per Share, as set forth in the Company’s registration statement on Form S-1 related to the Public Offering (the “Registration Statement”); and 

WHEREAS, the Purchaser has agreed to purchase from the Company an aggregate of 6,000,000 warrants (or up to 6,600,000 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 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 
 ARTICLE I. 

AUTHORIZATION, PURCHASE AND SALE; TERMS OF THE SPONSOR WARRANTS. 

Section 1.01 Authorization of the Sponsor Warrants. The Company has duly authorized the issuance and sale of the Sponsor Warrants
to the Purchaser. 
 Section 1.02 Purchase and Sale of the Sponsor Warrants. 

a) 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, an aggregate of 6,000,000 Sponsor Warrants at a price of $1.00 per Sponsor Warrant for an
aggregate purchase price of $6,000,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company as follows: (i) [$2,000,000] to the Company at a financial institution to be chosen by
the Company, and (ii) [$4,000,000] to the Company’s trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), in each case in accordance with the Company’s
wiring instructions at least one business day prior to the Initial Closing Date. On the Initial Closing Date, subject to the receipt of funds pursuant to the immediately foregoing sentence, the Company shall either, at its option, deliver
certificates evidencing the Sponsor 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. 







 b) On the date of the consummation of the closing of the over-allotment option (if any) in
connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Over-allotment Closing Date,” and, together with the Initial Closing Date, the “Closing
Dates”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to an aggregate of 600,000 Sponsor Warrants, in the same proportion as the amount of the over-allotment option that is
exercised, at a price of $1.00 per Sponsor Warrant for an aggregate purchase price of up to $600,000 (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 Trust Account, at least one business day prior to the Over-allotment Closing Date in accordance with the Company’s wiring instructions; provided, however, that the
Over-allotment Purchase Price shall be reimbursed to the Purchaser if such Over-allotment Closing Date does not occur on the day following such wire payment. On the Over-allotment Closing Date, subject to the receipt of funds pursuant to the
immediately foregoing sentence, the Company shall either, at its option, deliver certificates evidencing the Sponsor 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. 
 Section 1.03 Terms of the Sponsor Warrants. 

a) The Sponsor 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”). 
 b) 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 Sponsor Warrants
and the Shares underlying the Sponsor Warrants. 
 ARTICLE II. 

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 the Closing Dates) that: 
 Section 2.01 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.
 Section 2.02 Authorization; No Breach. 

a) The execution, delivery and performance of this Agreement and the Sponsor Warrants have been duly authorized by the Company as of the
Closing Dates. This Agreement constitutes a valid and binding obligation of the Company, 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). 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 the Closing Dates 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). 

b) 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 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 the Closing Dates (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 (i) 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), (ii) any material law, statute, rule or regulation to which the Company is subject, or
(iii) 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, except with respect to clauses (ii) and (iii) above, where such
default, violation or conflict would not reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the Company. 

Section 2.03 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 Sponsor 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 Sponsor Warrants and the Shares issuable upon exercise of such Sponsor 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. 

Section 2.04 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. 

ARTICLE III. 

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 the Closing Dates) that: 

Section 3.01 Organization and Requisite Authority. The Purchaser possesses all requisite power and authority necessary to carry out
the transactions contemplated by this Agreement. 







 Section 3.02 Authorization; No Breach. 

a) 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). 
 b) 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 Dates 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. 

Section 3.03 Investment Representations. 

a) The Purchaser is acquiring the Sponsor Warrants and, upon exercise of the Sponsor 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. 

b) The Purchaser is an “accredited investor” as such term is defined in Rule 501(a)(3) of Regulation D. 

c) 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. 
 d) 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 of 1933, as amended (the “Securities Act”). 

e) 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. 

f) 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. 

g) 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. In this regard, the Purchaser understands that the Securities and Exchange Commission has taken the position
that promoters or affiliates of a blank check company and their transferees, both before and after an initial 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 certain 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. 

h) 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 investments in the Securities. 
 i) The
Purchaser understands that the Sponsor Warrants shall bear the legend substantially in the form set forth in the Warrant Agreement. 

ARTICLE IV. 
 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 the applicable Closing Date, of each of the following conditions: 
 Section 4.01 Representations and
Warranties. The representations and warranties of the Company contained in Article II shall be true and correct at and as of such Closing Date as though then made. 

Section 4.02 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. 
 Section 4.03 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. 

Section 4.04 Warrant Agreement and Registration Rights Agreement. The Company shall have entered into the Warrant Agreement and
the Registration Rights Agreement on terms satisfactory to the Purchaser. 







 ARTICLE V. 

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 the applicable Closing Date,
of each of the following conditions: 
 Section 5.01 Representations and Warranties. The representations and warranties of the
Purchaser contained in Article III shall be true and correct at and as of such Closing Date as though then made. 
 Section 5.02
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. 

Section 5.03 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. 
 Section 5.04 Registration Rights Agreement. The
Purchaser shall have entered into the Registration Rights Agreement. 
 ARTICLE VI. 

TERMINATION 
 This Agreement may
be terminated at any time after June 30, 2021 at the election of 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. 

ARTICLE VII. 
 MISCELLANEOUS 

Section 7.01 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. 
 Section 7.02 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. 

Section 7.03 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. Signatures to this Agreement transmitted via facsimile, e-mail or other means of
electronic communication shall be valid and effective to bind the party so signing. 







 Section 7.04 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. 

Section 7.05 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. 
 Section 7.06 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. 

Section 7.07 Exculpation. Notwithstanding anything appearing to the contrary in this Agreement, no affiliate of the parties hereto
or any direct or indirect partner, member or shareholder of the parties or any affiliate of the parties hereto (or any officer, director, agent, manager, personal representative, trustee or employee of the parties hereto, any affiliate of the
parties hereto or any such direct or indirect partner, member or shareholder) (collectively, the “Exculpated Parties”) shall be liable for the performance or non-performance of any of the
obligations of either of the parties hereto under this Agreement. The parties hereto agree not to sue or otherwise seek to enforce any liability or obligation against any of the Exculpated Parties with respect to any matters arising out of or in
connection with this Agreement. 
 [Signature page follows] 







 IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective as of the
date first set forth above. 
  

			
	COMPANY:
	
	CATEGORY LEADER PARTNER CORPORATION 1
		
	By:	 	 
	Name:	 	Daniel Ahn
	Title:	 	Chief Executive Officer


  

			
	SPONSOR:
	
	CATEGORY LEADER PARTNER SPONSOR 1, LLC
		
	By:	 	 
	Name:	 	Daniel Ahn
	Title:	 	Managing Member


 [Signature Page to Sponsor Warrant Purchase Agreement]