Exhibit 10.5(b)


 


WARRANT
PURCHASE AGREEMENT


 


THIS WARRANT PURCHASE
AGREEMENT, dated as of July 27, 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 Pensare Sponsor Group,
LLC (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”), one right to receive
one-tenth of one share and one-half of one warrant as set forth in the Company’s registration statements 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 6,150,000
warrants (or up to 7,017,290 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, 6,150,000 Warrants at a price of $1.00 per warrant
for an aggregate purchase price of $6,150,000 (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 867,290 Warrants at a price
of $1.00 per warrant for an aggregate purchase price of up to $867,290 (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”).


 






     


     


    

  


(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.


 






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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.


 






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(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.


 


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


 






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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 ACQUISITION 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.”


 


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.            Termination. This Agreement may be terminated at any time after September 30, 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 8.             Survival
of Representations and Warranties. All of the representations and warranties contained herein shall survive each Closing Date.


 


Section 9.             Definitions.
Terms used but not otherwise defined in this Agreement shall have the meaning assigned to such terms in the Registration Statement.


 


Section 10.           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 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]


 






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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:
	 	 
	 	PENSARE ACQUISITION CORP.
	 	 	 
	 	By:	/s/ Darrell J. Mays
	 	Name:  Darrell J. Mays
	 	Title:  Chief Executive Officer







 





	 	PURCHASER:
	 	 
	 	PENSARE SPONSOR GROUP, LLC
	 	a Delaware limited liability company
	 	 	 
	 	By:	/s/ Darrell J. Mays
	 	Name: Darrell J. Mays
	 	Title: Managing Member



 



[Signature Page to Warrant Purchase Agreement]