Exhibit 10.5


 


FORM OF WARRANT
PURCHASE AGREEMENT


 


THIS WARRANT PURCHASE AGREEMENT,
dated as of ______, 2017 (as it may from time to time be amended, this “Agreement”), is entered into by and
between Pensare Acquisition Corp., a Delaware corporation (the “Company”), and ____________ (the “Purchaser”).


 


The Company intends to
consummate an initial public offering of the Company’s units (the “Public Offering”), each unit consisting
of one share of the Company’s common stock, par value $0.001 per share (a “Share”), and one-half of one
warrant as set forth in the Company’s registration statement on Form S-1 (the “Registration Statement”),
filed with the Securities and Exchange Commission (the “SEC), under the Securities Act of 1933, as amended (the “Securities
Act”). Each whole warrant entitles the holder to purchase one Share at an exercise price of $11.50 per Share. The Purchaser
has agreed to purchase an aggregate of ________ warrants [(or up to _________ warrants if the over-allotment option in connection
with the Public Offering is exercised in full)]* (the “Warrants”),
each 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 Warrants.


 


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


 


B.           Purchase
and Sale of the Warrants. 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, _________ Warrants at a price of $1.00 per warrant
for an aggregate purchase price of $______ (the “Purchase Price”), which shall be paid by wire transfer
of immediately available funds to the Company in accordance with the Company’s wiring instructions.[On or promptly after
the Initial Closing Date, subject to the payment by the Purchaser of the Purchase Price on the Initial Closing Date by wire transfer
of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Warrants
purchased on the Initial Closing Date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery
in book-entry form. [Simultaneously with the consummation of each 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 _________ Warrants at a price of $1.00 per warrant for an aggregate
purchase price of up to $_______ (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
Company in accordance with the Company’s wiring instructions. On or promptly after the Over-allotment Closing Date, subject
to the payment by the Purchaser of the Over-allotment Purchase Price on the Over-allotment Closing Date by wire transfer of immediately
available funds to the Company, the Company shall, at its option, deliver a certificate evidencing the Warrants purchased 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 Warrants.


 


(i)           Each
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 (the “Warrant Agreement”).


 





 






* Bracketed
language is not applicable to MasTec.


 




     


     


    

 


(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 Warrants and the Shares underlying the Warrants.


 


(iii)         [At
the time of the closing of the Public Offering, the Company and the Purchaser shall enter into a letter agreement (the “Letter
Agreement”) pursuant to which the purchaser will agree to certain transfer restrictions relating to the Warrants and
the Shares underlying the Warrants.]†


 


Section 2.          Representations
and Warranties of the Company. As a material inducement to the Purchaser
to enter into this Agreement and purchase the Warrants, the Company hereby represents and warrants to the Purchaser 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 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 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 Warrants, the issuance and sale of the Warrants, the issuance of
the Shares of common stock upon exercise of the 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 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 of the Company or the Bylaws of the Company, 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
Shares issuable upon exercise of the 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
Warrants and the Shares issuable upon exercise of such 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.


 





 






† Bracketed language is not applicable to EarlyBirdCapital.


 




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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 Warrants to the Purchaser, the Purchaser hereby represents and warrants to
the Company 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.


 


C.           Investment
Representations.


 


(i)           The
Purchaser is acquiring the Warrants and, upon exercise of the 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 decided to enter into this Agreement not 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. In this regard, the Purchaser understands
that the SEC has taken the position that promoters or affiliates of a blank check company and their transferees, both before and
after a 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 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.


 




    	 	3	 



     


    

 


(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.


 


Section 4.          Conditions
of the Purchaser’s Obligations. The obligation of the Purchaser to
purchase and pay for the Warrants 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 Company contained in Section 2 shall be true and correct at and
as of the 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.


 


D.           Warrant
Agreement. The Company shall have entered into a Warrant Agreement with a warrant agent on terms satisfactory to the Purchaser.


 


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 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.


 




    	 	4	 



     


    

 


E.           Warrant
Agreement. The Company shall have entered into a Warrant Agreement with a warrant agent on terms satisfactory to the Company.


 


Section 6.          Legends.


 


A.           Legend.
The Company will issue the Warrants, and when exercised, the Shares underlying the Warrants, purchased
by the Purchaser in the name of the Purchaser. The Securities will bear the following Legend and appropriate “stop transfer”
instructions:


 


“THE SECURITIES
REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR
ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE
DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION
UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS CORPORATION, IS AVAILABLE.”


 


  [“THE
SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP PURSUANT TO AN INSIDER LETTER WITH PENSARE ACQUISITON CORP. AND
MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP PURSUANT TO THE TERMS SET FORTH
IN THE INSIDER LETTER.”]†


 


[THE SECURITIES
REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN AGREEMENT BETWEEN PENSARE ACQUISITION CORP. AND EARLYBIRDCAPITAL, INC. AND MAY
ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP PURSUANT TO THE TERMS SET FORTH
THEREIN.]‡


 


B.           Purchaser’s
Compliance. Nothing in this Section 6 shall affect in any way Purchaser’s obligations and agreements to comply with
all applicable securities laws upon resale of the Securities.


 


C.           Company’s
Refusal to Register Transfer of the Securities. The Company shall refuse to register any transfer of the Securities, if in
the sole judgment of the Company such purported transfer would not be made (i) pursuant to an effective registration statement
filed under the Securities Act, or pursuant to an available exemption from the registration requirements of the Securities Act
[and (ii) in compliance herewith and with the Insider Letter].†


 


Section 7.          Lock-Up.
[The Purchaser acknowledges and agrees that the Warrants and the Shares underlying the Warrants shall not be transferable, saleable
or assignable until after the consummation of a Business Combination, except to permitted transferees (as described in the Registration
Statement). The Warrants and the Shares underlying the Warrants will be deemed compensation by the Financial Industry Regulatory
Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the date
of effectiveness of the Registration Statement or commencement of sales of the IPO, subject to certain limited exceptions, pursuant
to Rule 5110(g)(1) of the FINRA Manual. Accordingly, the Warrants and the Shares underlying the Warrants may not be sold, transferred,
assigned, pledged or hypothecated for 180 days immediately following the effective date of the Registration Statement except to
any underwriter or selected dealer participating in the IPO and the bona fide officers or partners of the Purchaser and any such
participating underwriter or selected dealer nor may they be the subject of any hedging, short sale, derivative, put or call transaction
that would result in the economic disposition of the securities by any person during such 180-day period.]‡


 





 






† Bracketed language is not applicable to EarlyBirdCapital.


‡ Bracketed language is applicable only to EarlyBirdCapital.


 




    	 	5	 



     


    

 


Section 8.          Termination.
This Agreement may be terminated at any time after _____, 2017 upon the election by either the Company or the Purchaser entitled
to purchase a majority of the Warrants upon written notice to the other parties if the closing of the Public Offering does not
occur prior to such date.


 


Section 9.         Survival
of Representations and Warranties. All of the representations and warranties
contained herein shall survive each Closing Date.


 


Section 10.       Definitions.
Terms used but not otherwise defined in this Agreement shall have the meaning assigned to such terms in the Registration Statement.


 


Section 11.        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.


 


C.           Counterparts.
This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each
of which shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement, and shall
become effective when one or more counterparts has been signed by each of the parties hereto and delivered to each of the other
parties hereto. Delivery of a signed counterpart of this Agreement by fax or email/.pdf transmission shall constitute valid and
sufficient delivery 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]


 





 






‡ Bracketed
language is applicable only to EarlyBirdCapital.


 




    	 	6	 



     


    

 


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


 


	 	COMPANY:
	 	 
	 	PENSARE ACQUISITION CORP.
	 	 
	 	By:	 
	 	Name: Darrell J. Mays
	 	Title: Chief Executive Officer
	 	 
	 	PURCHASER:
	 	 
	 	 
	 	Name:


 


[Signature Page to Warrant Purchase Agreement]