Exhibit 10.5


 


Execution Version


 


SERIES X PREFERENCE SHAREHOLDER AGREEMENT


 


This SERIES X PREFERENCE SHAREHOLDER
AGREEMENT (this “Agreement”) is made and entered into as of July 5, 2021 by and among the persons identified on Schedule
I hereto (each, a “Shareholder” and collectively the “Shareholders”), CF Acquisition Corp. V, a
Delaware corporation (“SPAC”), Satellogic Inc., a business company with limited liability incorporated under the laws
of the British Virgin Islands (“PubCo”) and Nettar Group, Inc., a business company with limited liability incorporated
under the laws of the British Virgin Islands (the “Company”). Capitalized terms used but not defined herein have the
meanings assigned to them in the Agreement and Plan of Merger dated as of the July ___, 2021 (as amended from time to time, the “Merger
Agreement”) by and among PubCo, SPAC, Ganymede Merger Sub 1 Inc., a business company with limited liability incorporated under
the laws of the British Virgin Islands and a direct wholly owned subsidiary of PubCo (“Merger Sub 1”), Ganymede Merger
Sub 2 Inc., a Delaware corporation and a direct wholly owned subsidiary of PubCo (“Merger Sub 2”) and the Company.
Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement.


 


WHEREAS, each Shareholder
owns the number of Series X Preference Shares of the Company, par value $0.00001 per share, set forth next to the name of such Shareholder
on Schedule I (the “Series X Shares”).


 


NOW, THEREFORE, in consideration
of the representations, warranties, covenants and agreements contained herein and for other good and valuable consideration, the receipt
and adequacy of which are hereby acknowledged, and subject to the conditions set forth herein, the parties hereto agree as follows:


 


Section 1Agreement
to Not Redeem. Subject to the occurrence of the Closing under the Merger Agreement, each Shareholder agrees that (i) notwithstanding
anything contained in (x) Regulation 26 of the Company Articles or any other provision thereof, (y) the Company Memorandum, or (z) any
other agreement to which such Shareholder is a party, such Shareholder waives its right to redeem (or require the Company to redeem),
and any obligation of the Company to redeem, the Series X Shares owned by such Shareholder, and (ii) the Series X Shares owned by such
Shareholder shall automatically (without any further action on the part of the Company, such Shareholder or any person or entity) convert
at the Initial Merger Effective Time into such number of newly issued PubCo Class A Ordinary Shares as set forth in the Company Governing
Documents. For illustration purposes only, if such Shareholder acquired 1,000 Series X Shares (at a per of $10 per share) on April 23,
2021, and Initial Merger Effective Time falls on October 23, 2021, and assuming a SPAC Transaction Conversion Price (as defined in the
Company Memorandum) of $10, such Shareholder shall be entitled to receive 1,035 PubCo Class A Ordinary Share (taking into account the
cumulative dividend on the Series X Shares at the Series X Dividend Rate for such six-month period).


 






     


     


    

 


Section 2Additional
Shares. In the event the Adjustment Period VWAP is less than $10.00 per PubCo Class A Ordinary Share, each Shareholder shall be entitled
to receive a number of additional PubCo Class A Ordinary Shares equal to the product of (x) the sum of the PubCo Class A Ordinary Shares
that such Shareholder holds through the Effectiveness Date, multiplied by (y) a fraction, (A) the numerator of which is $10.00 minus the
Adjustment Period VWAP, and (B) the denominator of which is the Adjustment Period VWAP (such additional shares, the “Shareholder
Additional Shares”); provided that in the event the Adjustment Period VWAP is less than $8.00, the Adjustment Period
VWAP for purposes of this calculation shall be deemed to be $8.00 (i.e., in no event shall the number of Shareholder Additional Shares
exceed 25% of the number of PubCo Class A Ordinary Shares that such Shareholder holds through the Effectiveness Date).


 


Definitions: for the purpose
of this Section 2:


 


“Adjustment Period”
shall mean the 30 calendar day period ending on (and including) the Effectiveness Date.


 


“Adjustment Period
VWAP” means the volume weighted average price of a PubCo Class A Ordinary Share, as reported on the Trading Market, determined
for the Trading Days that occur during the Adjustment Period (as reported on Bloomberg).


 


“Effectiveness Date”
means the date on which the registration statement registering the resale of the PubCo Ordinary Shares issued pursuant to the PIPE Subscription
Agreements is declared effective by the Securities and Exchange Commission.


 


“Trading Day”
means any day on which the Trading Market is open for trading.


 


“Trading Market”
means the national stock exchange on which the Issuer Shares are listed for trading, which shall be either Nasdaq Stock Market (“Nasdaq”)
or The New York Stock Exchange (“NYSE”).


 


“PubCo Class A Ordinary
Shares” means Class A Ordinary Shares of PubCo, par value $0.0001 per share.


 


Section 3No
Transfers.


 


(a) Each
Shareholder hereby agrees not to, during the period beginning on the date of this Agreement and terminating when this Agreement terminates
in accordance with Section 4.5 hereof, Transfer (as defined below), or cause to be Transferred, any Series X Shares owned of record or
beneficially by such Shareholder, or any voting rights with respect thereto (“Subject Securities”), or enter into any
Contract with respect to conducting any such Transfer. Any Transfer or attempted Transfer of any Subject Securities in violation of any
provision of this Agreement shall be void ab initio and of no force or effect. “Transfer” means (i) any direct
or indirect sale, tender pursuant to a tender or exchange offer, assignment, encumbrance, disposition, pledge, hypothecation, gift or
other transfer (by operation of law or otherwise), either voluntary or involuntary, of any capital stock, options or warrants or any interest
or (ii) in respect of any capital stock, options or warrants or interest (including any beneficial ownership interest) in any capital
stock, options or warrants to directly or indirectly enter into any swap, derivative or other agreement, transaction or series of transactions,
in each case referred to in this clause (ii) that has an exercise or conversion privilege or a settlement or payment mechanism determined
with reference to, or derived from the value of, such capital stock, options or warrants and that hedges or transfers, in whole or in
part, directly or indirectly, the economic consequences of such capital stock, options or warrants or interest (including any beneficial
ownership interest) in capital stock, options or warrants whether any such transaction, swap, derivative or series of transactions is
to be settled by delivery of securities, in cash or otherwise. A “Transfer” shall not include the transfer of Subject
Securities by a Shareholder to such Shareholder’s estate, such Shareholder’s immediate family, to a trust for the benefit
of such Shareholder’s family, upon the death of such Shareholder or to an Affiliate of such Shareholder (each such transferee a
“Permitted Transferee” and each such transfer, a “Permitted Transfer”). As a condition to any Permitted
Transfer, the applicable Permitted Transferee shall be required to become a party to this Agreement by signing a joinder agreement hereto
in form and substance reasonably satisfactory to the Company (a “Joinder”). References to “the parties hereto”
and similar references shall be deemed to include any later party signing a Joinder.


 


(c) Each
Shareholder hereby agrees not to, and not to permit any Person under such Shareholder’s control to deposit any of such Shareholder’s
Series X Shares in a voting trust or subject any of the Shareholder Shares owned beneficially or of record by such Shareholder to any
arrangement with respect to the voting of such Series X Shares other than agreements entered into with the Company.


 






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Section 4General.


 


4.1. Notices.
All notices and other communications among the parties shall be in writing and shall be deemed to have been duly given (a) when delivered
in person, (b) when delivered after posting in the United States mail having been sent registered or certified mail return receipt requested,
postage prepaid, (c) when delivered by FedEx or other nationally recognized overnight delivery service, or (d) when delivered by email
during normal business hours at the location of the recipient, and otherwise on the next following Business Day, addressed as follows:


 


If to SPAC:


 


CF Acquisition Corp. V


110 East 59th Street


New York, NY 10022


Attention: Chief Executive Officer


Email: CFV@cantor.com


 


with a copy to (which shall not constitute notice):


 


Hughes Hubbard & Reed LLP

One Battery Park Plaza

New York, NY 10004

Attention: Kenneth A. Lefkowitz

Facsimile: +1 212 299-6557

Email: ken.lefkowitz@hugheshubbard.com


 






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If to the Company or PubCo:


 


Nettar
Group Inc.

Email: ceo@satellogic.com, gc@satellogic.com

Attention: Emiliano Kargieman


 


with a copy (which shall not constitute notice) to:


 


Friedman Kaplan Seiler & Adelman LLP

7 Times Square

New York, NY 10036-6516

Email: areindel@fklaw.com

Attention: Asaf Reindel


 


and


 


Greenberg Traurig LLP

333 SE 2nd Avenue

Suite 4400

Miami, FL 33131

Email: annexa@gtlaw.com

Attention: Alan I. Annex


 


If to a Shareholder,
at such Shareholder’s address set forth on Schedule I


 


with a copy (which shall
not constitute notice) to:


 


Friedman Kaplan Seiler & Adelman LLP

7 Times Square

New York, NY 10036-6516

Email: areindel@fklaw.com

Attention: Asaf Reindel


 


and


 


Greenberg Traurig LLP

333 SE 2nd Avenue

Suite 4400

Miami, FL 33131

Email: annexa@gtlaw.com

Attention: Alan I. Annex


 


4.2 Governing
Law; Jurisdiction; Waiver of Jury Trial; Other Provisions. Sections 11.2, 11.4, 11.7, 11.8, and 11.10
through 11.15 of the Merger Agreement shall apply to this Agreement mutatis mutandis.


 






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4.3 Failure
or Delay Not Waiver; Remedies Cumulative. No provision of this Agreement may be waived except by a written instrument signed by the
party against whom such waiver is to be effective. Any agreement on the part of a party to any such waiver shall be valid only if set
forth in a written instrument executed and delivered by a duly authorized officer on behalf of such party. No failure or delay on the
party of any party in the exercise of any right hereunder shall impair such right or be construed to be a waiver of or acquiescence in,
any breach of any representation, warranty or agreement herein, nor shall any single or partial exercise of any such right preclude any
other or further exercise thereof or of any other right. All rights and remedies existing under this Agreement are cumulative to, and
not exclusive of any rights or remedies otherwise available.


 


4.4 Costs
and Expenses. Each party to this Agreement will pay his, her or its own costs and expenses (including legal, accounting and other
fees) relating to the negotiation, execution, delivery and performance of this Agreement.


 


4.5. Termination.
This Agreement shall terminate on the earlier to occur of (a) the Closing, or (b) the termination of the Merger Agreement in
accordance with its terms; provided, however, that no termination of this Agreement shall relieve or release any Shareholder
from any obligations or liabilities arising out of such Shareholder’s breaches of this Agreement prior to such termination.


 


[The next page is the signature page]








 






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IN WITNESS WHEREOF, the parties
hereto have executed this Series X Preference Shareholder Agreement as of the date first written above.


 


	 	CF ACQUISITION CORP. V
	 	 	 
	 	By:	 
	 		Name:
	 		Title:
	 	 	 
	 	SATELLOGIC INC.
	 	 	 
	 	By:	 
	 		Name:
	 		Title:
	 	 	 
	 	NETTAR GROUP, INC.
	 	 	 
	 	By:	 
	 		Name:
	 		Title:



 


 


 


[Signatures continue on following pages]


 


[Signature Page to Series X Preference Shareholder
Agreement]


 






     


     


    

 


	 	 	 
	 	 	[SHAREHOLDER]





 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


[Signature Page to Series X Preference Shareholder
Agreement]


 






     


     


    

 


SCHEDULE I


 


	Shareholder & Notice Address	 	Number of Series X Shares	 	Beneficial or Record Ownership
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 





 






     


     


    

 


Exhibit A


Form of Spousal Consent


 


SERIES X PREFERENCE SHAREHOLDER AGREEMENT

SPOUSAL CONSENT


 


I ____________________, spouse of ____________________,
have read and approve the foregoing Series X Preference Shareholder Agreement, dated as of date hereof, by and among my spouse, CF Acquisition
Corp. V, Satellogic Inc. and Nettar Group Inc., by and among my spouse and Satellogic Inc. (collectively, the “Agreements”).
In consideration of the terms and conditions as set forth in the Agreements, I hereby appoint my spouse as my attorney-in-fact with respect
to the exercise of any rights and obligations under the Agreements, and agree to be bound by the provisions of the Agreements insofar
as I may have any rights or obligations in the Agreements under the community property laws or similar laws relating to marital or community
property in effect in the state of our residence as of the date of the Agreements.


 


Date _____________________________________________


 


Signature of Spouse _________________________________


 


Printed Name of Spouse ______________________________


 


WITNESSED BY:


 


Date ____________________________________________


 


Signature ________________________________________


 


Printed Name _____________________________________