Exhibit 10.5


 


PRIVATE PLACEMENT AGREEMENT


 


THIS PRIVATE
PLACEMENT AGREEMENT, dated as of February 10, 2022 (as it may from time to time be amended, this “Agreement”), is entered
into by and between Signal Hill Acquisition Corp., a Delaware corporation (the “Company”) and Signal Hill Acquisition
Sponsor, LLC, a Delaware limited liability company (the “Sponsor”).


 


WHEREAS, the
Company intends to consummate an initial public offering of the Company’s units (the “Units”, and the offering
the “Public Offering”), each unit consisting of one share of the Company’s Class A common stock, par value $0.0001
per share (each, a “Share”), and one-half of one warrant, each whole warrant exercisable to purchase one Share (“Warrant”)
as set forth in the Company’s registration statement on Form S-1, filed with the Securities and Exchange Commission (the “SEC”),
File Number 333-262042 (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities
Act”);


 


WHEREAS, the
Sponsor and certain holders of the Company’s Class B common stock, par value $0.0001 per share (collectively, the “Purchaser”)
have agreed to purchase an aggregate of 6,000,000 redeemable warrants (and have the option to purchase up to an additional 600,000 warrants
if the over-allotment option in connection with the IPO is exercised in full) (the “Private Placement Warrants”) at
a price of $1.00 per Private Placement Warrant, with each Private Placement Warrant being at a price of $11.50 per Share; and


 


WHEREAS, in
the event the underwriters of the IPO exercise their over-allotment option and the Purchaser elects not to purchase the up to 600,000
additional Private Placement Warrants in connection therewith, B. Riley Securities, Inc. (“BR”) has agreed to purchase
such Private Placement Warrants at a price of $1.00 Private Placement Warrant.


 


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:


 


	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)                
Simultaneously with 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 Private Placement Warrants at a price of $1.00 per warrant for an aggregate
purchase price of $6,000,000 (the “Purchase Price”). Purchaser shall pay the Purchase Price by wire transfer of immediately
available funds to the trust account (the “Trust Account”) maintained by Continental Stock Transfer & Trust Company,
acting as trustee (“Continental”), on or prior to the Initial Closing Date. 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 on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.


 





(ii)               In
the event that the underwriters’ over-allotment option is exercised in full or in part, the Purchaser or BR shall purchase up
to an additional 600,000 Private Placement Warrants (the “Additional Private Placement Warrants”) in the same
proportion as the amount of the option that is so exercised, and simultaneously with such purchase of Additional Private Placement
Warrants, as payment in full for the Additional Private Placement Warrants being purchased hereunder, and at least one (1) business
day prior to the closing of such portion of the underwriters’ over-allotment option, Purchaser shall pay $1.00 per Additional
Private Placement Warrant, up to an aggregate amount of $600,000, 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 closing of the purchase and sale of the Additional
Private Placement Warrants, if applicable, shall take place simultaneously with the closing of all or any portion of the
underwriters’ 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 the Additional
Private Placement Warrants, if applicable, shall take place at the offices of Saul Ewing Arnstein & Lehr LLP, counsel for the
Company, or such other place as may be agreed upon by the parties hereto.


 






     


     


    

 


		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 Continental
in connection with the Public Offering (the “Warrant Agreement”). Such terms include the fact that the Private Placement
Warrants shall not be transferable, assignable or salable until 30 days after the completion of an initial business combination, subject
to certain exceptions set forth in the Warrant Agreement.


 


(ii)              
On or prior to the Initial Closing Date, the Company and the Purchaser shall enter into a registration and shareholder rights agreement
(the “Registration and Shareholder 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.


 


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 applicable Closing Date) that:


 


A.   
Incorporation and Corporate Power. The Company is a corporation duly incorporated, 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 Private Placement Warrants have been duly authorized by the Company
as of the applicable 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.


 


(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 applicable 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 share capital 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 certificate of incorporation 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, the Warrant Agreement, the Shares
issuable upon exercise of the Private Placement Warrants will be duly and validly issued as 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,
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.


 


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.


 


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 the applicable 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 the applicable 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 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 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. The Private Placement Warrants will bear a legend and appropriate
 “stop transfer” instructions (or an appropriate notation if the warrants are issued in book entry form) relating to the foregoing.
The Purchaser further understands that the SEC 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 until the one-year anniversary following consummation of an initial business
combination despite technical compliance with the requirements of such Rule.


 


(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 investment in the Securities.


 






     


     


    

 


4. 
Conditions of the Purchaser’s Obligations. The obligations of the Purchaser to purchase and pay for the Private Placement
Warrants are subject to the fulfillment, on or before the applicable 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 the applicable 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 the applicable 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 the Warrant Agreement.




 


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 applicable 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 the applicable 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 the applicable 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 the Warrant Agreement.




 


6. 
Termination. This Agreement may be terminated at any time after May 31, 2022 upon the election by either the Company or the
Purchaser solely as to itself upon written notice to the other party if the initial closing of the Public Offering does not occur prior
to such date.


 


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


 


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


 






     


     


    

 


 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 without
the prior written consent of the other party hereto, 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, without regard to the conflicts of laws principles
thereof.


 


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:
	 	SIGNAL HILL ACQUISITION CORP.
	 	 
		By:	 /s/ Jonathan Bond
	 	 	 Name: Jonathan Bond
	 	 	Title: Chief Executive Officer



 


	 	 
	 	PURCHASER:
	 	SIGNAL HILL ACQUISITION SPONSOR LLC
	 	 
		By:	 /s/ Paul Roberts
	 	 	Name: Paul Roberts
	 	 	Title: Managing Member
	 	 



 


[Signature Page to Private Placement Agreement
(Sponsor)]