Exhibit 10.5

    

    

    PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT

    

    

    THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of                     , 2020 (as it may from time to time be amended, this “Agreement”),
      is entered into by and between L&F Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Jefferies LLC (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, par value $0.0001 per share, of the Company (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. The Purchaser has agreed to purchase an aggregate of 1,859,505 warrants (or 2,138,430 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.

     

    

    WHEREAS, concurrently with the execution of this Agreement, the Company is entering into that certain Private Placement Warrants Purchase Agreement, dated as of the date hereof, with JAR Sponsor, LLC (the “Sponsor,” and such agreement, the “Sponsor Warrants Purchase Agreement”), pursuant to which the Sponsor has agreed to purchase an aggregate of 5,000,000 warrants (or up to
      5,450,000 warrants if the overallotment option in connection with the Public Offering is exercised in full) (the “Sponsor Warrants”).

    

    

    

    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)

    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 1,859,505 Private Placement Warrants for an aggregate purchase price of approximately
      $2,250,001 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company at least one business day prior to the Initial Closing Date in
      accordance with the Company’s wiring instructions. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, at its option, shall deliver a certificate evidencing the Private Placement 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.

    

    

    (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 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 278,925 additional Private Placement Warrants for an
      aggregate purchase price of approximately $337,499 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”). The
      Purchaser shall pay the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company at least one business day prior to the Over-Allotment Closing Date in accordance with the Company’s wiring instructions. On the
      Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price, the Company shall, at its option, deliver a certificate evidencing the Private Placement 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.

    
      
        


    

    
    

    

     

    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 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.

    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.

    

    

    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 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 and the Warrant Agreement, and upon registration in the
      Company’s register of members, the Shares issuable upon exercise of the Private Placement Warrants will be duly and validly issued, fully paid and nonassessable. On the date of issuance of the Private Placement Warrants, the 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, and upon registration in the Company’s register of members, 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.

    
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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.

    
      Additional Representations and Warranties. The representations and warranties of the Company set forth in Section 1 of that certain Underwriting Agreement, dated as of the date hereof, by and
        between the Company and the Purchaser, as representative of the underwriters named therein (the “Underwriting Agreement”), are hereby incorporated herein.

       

        

      F.           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 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 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, except for any filings required after the date hereof under federal or
      state securities laws.

    

    

    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 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, and the Purchaser has not experienced a disqualifying event
      as enumerated pursuant to Rule 506(d) of Regulation D under 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.

    

    

    (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.

    
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    (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. While the 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, the 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.

    

    

    (viii)

    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 investment in the Securities.

    

    

    (ix)

    The 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 Purchaser’s Obligations. The obligation of the 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 Purchaser.

    

    

    E.

    Warrant Agreement and Registration and Shareholder Rights Agreement. The Company shall have entered into the Warrant Agreement, in the form of
      Exhibit A hereto, and the Registration and Shareholder Rights Agreement, in the form of Exhibit B hereto, in each case on terms satisfactory to the Purchaser.

    

    

    F.           Underwriting Agreement. The conditions set forth in Section 5 of the Underwriting Agreement shall have been satisfied.

     

        

    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.

    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.

    

    

    F.            Purchase of Sponsor Warrants. The consummation of the applicable purchase of the Sponsor Warrants pursuant to the Sponsor Warrants Purchase Agreement shall occur simultaneously with the consummation
      of the purchase hereunder.
      
        

        

        G.           Lock-Up Period. The Purchaser agrees that it will not Transfer any Private Placement Warrants (or ordinary shares of the Company issued or issuable upon the exercise of the Private Placement
          Warrants) until 30 days after the completion of a Business Combination; provided, however, that Transfers of such securities are permitted (a) to the Company’s officers or directors, any affiliates or family members of any of the Company’s
          officers or directors, any members of the Purchaser or any affiliates of the Purchaser; (b) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such
          individual’s immediate family, an affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of such individual; (d) in the case of an individual,
          pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of an initial Business Combination at prices
          no greater than the price at which the shares or warrants were originally purchased; (f) in the event of the Company’s liquidation prior to the completion of an initial Business Combination; or (g) by virtue of the laws of the Cayman Islands or
          the organizational documents of the Purchaser upon dissolution of the Purchaser; provided, however, that in the case of clauses (a) through (e) or (g), these permitted transferees must enter into a written agreement with the Company agreeing to
          be bound by the transfer restrictions herein and the other restrictions contained in this Agreement and by the same agreements entered into by the Purchaser with respect to such securities (including provisions relating to voting, the Trust
          Account and liquidating distributions).

        

        

        H.           FINRA Requirements. The Purchaser acknowledges and agrees that the Private Placement Warrants and their related registration rights will be deemed underwriter’s compensation by the Financial
          Industry Regulatory Authority (“FINRA”) and will therefore, pursuant to Rule 5110(g) of the FINRA Manual, be subject to a lock-up for a period of 180 days immediately following the date of effectiveness or commencement of sales in the Public
          Offering, subject to certain limited exceptions to permitted transferees hereunder and in accordance with FINRA Rule 5110(g)(2). Additionally, the Private Placement Warrants may not be sold, transferred, assigned, pledged or hypothecated during
          the foregoing 180-day period following the effective date of the Registration Statement except to any underwriter or selected dealer participating in the Public Offering or the bona fide officers or partners of the Purchaser or any such
          participating underwriter or selected dealer. Additionally, the Private Placement Warrants and their related registration right will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the
          economic disposition of such securities by any person for a period of 180 days immediately following the date of effectiveness or commencement of sale in the Public Offering.

      

    

     

        

    Section 6.     Termination. This Agreement may be terminated at any time after December 31,2020 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.

    

    

    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 plans to file with the U.S. Securities and Exchange Commission, under the Securities Act. As used herein, (i) “Transfer” shall mean the (a) sale or assignment of, offer to sell, contract or agreement to
      sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call
      equivalent position within the meaning of Section 16 of the Exchange Act and the rules and regulations of the Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in
      whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction
      specified in clause (a) or (b).

    

    

    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 (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.

    

    

    
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    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:

          
	 	 	 
	 	
            L&F ACQUISITION CORP.

          
	 	 	 
	 	
            By:

          	 
	 	 	
            Name:  Adam Gerchen

          
	 	 	
            Title:  Chief Executive Officer

          
	 	 	 
	 	
            PURCHASER:

          
	 	 	 
	 	
            JEFFERIES LLC

          
	 	 	 
	 	
            By:

          	 
	 	 	
            Name:

          
	 	 	
            Title:

          


    

    

    [Signature Page to Private Placement Warrants Purchase Agreements]

    

    
      
        


    

    

    

     

    EXHIBIT A

    

    

    Warrant Agreement

    

    

    
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    EXHIBIT B

    

    

    Registration and Shareholder Rights Agreement

    

    

  

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