Exhibit 10.5


 


PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT


 


THIS PRIVATE PLACEMENT
WARRANTS PURCHASE AGREEMENT, dated as of December 7, 2020 (as it may from time to time be amended, this “Agreement”),
is entered into by and between Mudrick Capital Acquisition Corporation II, a Delaware corporation (the “Company”),
and Jefferies 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 redeemable 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 1,375,000 warrants (or up to 1,581,250 warrants if the over-allotment option
in connection with the Public Offering is exercised in full) (the “Underwriter Warrants”), each Underwriter
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


 


Section 1. Authorization, Purchase and Sale; Terms of
the Underwriter Warrants.


 


A. Authorization
of the Underwriter Warrants. The Company has duly authorized the issuance and sale of the Underwriter Warrants to the Purchaser.


 


B. Purchase
and Sale of the Underwriter Warrants.


 


(i) As payment
in full for the 1,375,000 Underwriter Warrants being purchased under this Agreement, Purchaser shall pay $1,375,000 (the “Purchase
Price”), by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the
Company, to the trust account (the “Trust Account”) at a financial institution to be chosen by the Company,
maintained by Continental Stock Transfer & Trust Company, acting as trustee, at least one (1) business day prior
to the date of effectiveness of the Registration Statement.


 


(ii) In the event
that the over-allotment option is exercised in full or in part, Purchaser shall purchase up to an additional 206,250 Underwriter
Warrants (the “Additional Underwriter Warrants”), in the same proportion as the amount of the over-allotment
option that is exercised, and simultaneously with such purchase of Additional Underwriter Warrants, as payment in full for the
Additional Underwriter Warrants being purchased hereunder, and at least one (1) business day prior to the closing of all or
any portion of the over-allotment option, Purchaser shall pay $1.00 per Additional Underwriter Warrant, up to an aggregate amount
of $206,250, by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company,
to the Trust Account.


 


(iii) The closing
of the purchase and sale of the Underwriter Warrants shall take place simultaneously with the closing of the Public Offering (the
 “Initial Closing Date”). The closing of the purchase and sale of the Additional Underwriter Warrants, if applicable,
shall take place simultaneously with the closing of all or any portion of the over-allotment option (such closing date, together
with the Initial Closing Date, the “Closing Dates” and each, a “Closing Date”). The closing
of the purchase and sale of each of the Underwriter Warrants and the Additional Underwriter Warrants shall take place at the offices
of Ellenoff Grossman & Schole LLP, 1345 Avenue of the Americas, New York, New York, 10105, or such other place as may
be agreed upon by the parties hereto.


 






    


     


    

 


C. Terms of the Underwriter Warrants.


 


(i) The Underwriter
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”).


 


(ii) 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 Underwriter Warrants and the Shares underlying the Underwriter Warrants.


 


(iii) The Purchaser
acknowledges and agrees that the Underwriter Warrants and their related registration rights will be deemed compensation by the
Financial Industry Regulatory Authority (“FINRA”) and will therefore, pursuant to Rule 5110(e) of the FINRA
Manual, be subject to lock-up for a period of 180 days immediately following the date of effectiveness or commencement of sales
in the IPO, subject to certain limited exceptions to permitted transferees hereunder and in accordance with FINRA Rule 5110(e)(2).
Additionally, the Underwriter Warrants and their related registration rights 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 IPO and the bona fide officers, directors or members of the Purchaser and any such participating
underwriter or selected dealer. Additionally, the Underwriting Warrants and their registration rights 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 sales in the IPO.


 


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


 


A. 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.


 


B. Authorization;
No Breach.


 


(i) The execution,
delivery and performance of this Agreement and the Underwriter 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. Upon
issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Underwriter Warrants
will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of the Closing Dates.


 


(ii) The execution
and delivery by the Company of this Agreement and the Underwriter Warrants, the issuance and sale of the Underwriter Warrants,
the issuance of the Shares upon exercise of the Underwriter 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 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), 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, the Underwriter
Warrants will be duly and validly issued and the Shares issuable upon exercise of the Underwriter 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 Underwriter Warrants and the Shares issuable upon exercise of such Underwriter
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.


 


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 the Underwriting Agreement,
dated as of the date hereof, by and between the Company and Jefferies LLC, as representative of the underwriters named therein
(the “Underwriting Agreement”), are hereby incorporated herein.


 


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
Underwriter Warrants to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations and warranties
shall survive the Closing Dates) 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 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.


 


C. Investment
Representations.


 


(i) The Purchaser
is acquiring the Underwriter Warrants and, upon exercise of the Underwriter 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 of the Securities
Act of 1933, as amended (the “Securities Act”), and such 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 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) 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 such Purchaser understands that Rule 144
under the Securities Act 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.


 


(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.


 


Section 4. Conditions of the Purchaser’s
Obligations. The obligations of the Purchaser to purchase and pay for the Underwriter Warrants are subject to the fulfillment,
on or before the Closing Dates, 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 the Closing Dates as though then made.


 


B. Performance.
The Company shall have performed and complied with all agreements, obligations and conditions contained in this Agreement, and
all of the conditions set forth in Section 5 of the Underwriting Agreement, that are required to be performed or complied
with by it on or before the Closing Dates.


 


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 and Registration Rights Agreement. The Company shall have entered into a Warrant Agreement with a warrant agent (the
 “Warrant Agreement”) and the Registration Rights Agreement, each on terms satisfactory to the Purchaser.


 






    


     


    

 


E. 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 Underwriter Warrants hereunder.


 


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 the Closing Dates, 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 the Closing Dates 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 the Closing Dates.


 


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 and Registration Rights Agreement. The Company shall have entered into the Warrant Agreement and the Registration
Rights Agreement.


 


E. 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 Underwriter Warrants hereunder.


 


Section 6. Termination. This
Agreement may be terminated at any time after March 31, 2021 upon the election by either the Company or a Purchaser entitled
to purchase a majority of the Underwriter Warrants upon written notice to the other parties 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 the Closing Dates.


 


Section 8. Definitions. Terms
used but not otherwise defined in this Agreement shall have the meaning assigned to such terms in the Registration Statement.


 


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. In the event that any signature
is delivered by facsimile transmission or by e-mail delivery of a “pdf” format data file, such signature shall create
a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect
as if such facsimile or “pdf” signature page were an original thereof.


 






    


     


    

 


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 Delaware and for all purposes shall
be construed in accordance with the internal laws of the State of Delaware.


 


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]


 






    


     


    

 


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


 


	 	COMPANY:
	 	 
	 	MUDRICK CAPITAL ACQUISITION CORPORATION II
	 	 
	 	By:	/s/ Jason Mudrick 
	 	Name:	 Jason Mudrick                  
	 	Title:	 Chief Executive Officer


 


	JEFFERIES LLC	 
	 	 
	By:	/s/ Tina Pappas 	 
	 	Name: Tina Pappas 	 
	 	Title: Managing Director    	 


 


[Signature Page to Private Placement
Warrants Purchase Agreement]