Exhibit 10.5


 


PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT


 


THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT
(as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated
as of     , 2021, is entered
into by and between EVe Mobility Acquisition Corp, a Cayman Islands exempted company (the “Company”), and EVe
Mobility Sponsor LLC, a Delaware limited liability company (the “Purchaser”).


 


WHEREAS, the Company intends to consummate an initial
public offering of the Company’s units (the “Public Offering”), each unit consisting of one Class A ordinary
share of the Company, par value $0.0001 per share (a “Share”), and one-half of one redeemable warrant, each
whole warrant entitling the holder to purchase one Share at an exercise price of $11.50 per Share, as set forth in the Company’s
Registration Statement on Form S-1, as amended, filed with the U.S. Securities and Exchange Commission, No. 333-261053 (the “Registration
Statement”), under the Securities Act of 1933, as amended (the “Securities Act”).


 


WHEREAS, the Purchaser has agreed to purchase an
aggregate of 857,143 units (and up to 917,143 units if the underwriters in the Public Offering exercise their over-allotment option in
full) (the “Private Placement Units”), each Private Placement Unit consisting of one Share and one-half of one
redeemable warrant (the “Private Placement Warrants”), each Private Placement 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 Private Placement Units.


 


A. Authorization
of the Private Placement Units. The Company has duly authorized the issuance and sale of the Private Placement Units to the Purchaser.


 


B. Purchase
and Sale of the Private Placement Units.


 


(i) On the
date of 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 “IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase
from the Company, 857,143 Private Placement Units at a price of $10.00 per unit for an aggregate purchase price of $8,571,430 (the “Purchase
Price”). The Purchaser shall pay, at least one (1) business day prior to the IPO Closing Date, the Purchase Price by wire
transfer of immediately available funds, to accounts designated by the Company, including 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, in accordance with the Company’s wiring instructions. On the IPO Closing Date, subject to receipt of
funds pursuant to the immediately prior sentence, the Company shall effect such delivery in book-entry form.


 




     


    


    

 


(ii) On
the date of the consummation of the closing of the over-allotment option, if any, in connection with the Public Offering or on such earlier
time and date as may be mutually agreed by the Purchaser and the Company (an “Over-allotment Closing Date,”
and each Over-allotment Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall
issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 60,000 Private Placement Units (or, to the extent
the over-allotment option is not exercised in full, a lesser number of Private Placement Units in proportion to the portion of the over-allotment
option that is then exercised) at a price of $10.00 per Private Placement Unit for an aggregate purchase price of up to $600,000 (if the
over-allotment option is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser shall pay the
Over-allotment Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds
to the Company or the Trust Account (as set forth in the wire instructions), at least one (1) business day prior to the applicable Over-allotment
Closing Date. On each Over-allotment Closing Date, subject to receipt of funds pursuant to the immediately prior sentence, the Company
shall effect such delivery in book-entry form.


 


C. Terms
of the Private Placement Units.


 


(i) The
Private Placement Units are substantially identical to the units to be offered in the Public Offering except that (a) the Private Placement
Units (including the underlying Shares, Private Placement Warrants and the Shares issuable upon exercise of the Private Placement Warrants)
will not, except in limited circumstances, be transferable or salable until 30 days after the completion of the Company’s initial
business combination (the “Business Combination”), and (b) the Private Placement Units are being purchased pursuant
to an exemption from the registration requirements of the Securities Act and will become freely tradable only after the expiration of
the lockup described above in clause (a) and they are registered pursuant to the Registration Rights Agreement (as defined below) or an
exemption from registration is available, and the restrictions described above in clause (a) have expired.


 


(ii) The
Private Placement Warrant underlying the Private Placement Units 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 (the “Warrant Agreement”).


 


(iii) On
or prior to the IPO 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
Private Placement Units and the underlying Shares and Private Placement Warrants (including the Shares underlying the Private Placement
Warrants).


 


Section 2. Representations and Warranties
of the Company.


 


As a material inducement to the Purchaser to enter
into this Agreement and purchase the Private Placement Units, the Company hereby represents and warrants to the Purchaser (which representations
and warranties shall survive each 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 Cayman
Islands 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 Units have been duly authorized by the Company. This Agreement
constitutes the valid and binding obligation of the Company, 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). Upon issuance in accordance with, and payment
pursuant to, the terms of the Warrant Agreement and this Agreement, the Private Placement Units and the underlying Shares and Private
Placement Warrants, will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of each
Closing Date.


 


(ii) The
execution and delivery by the Company of this Agreement and the Private Placement Units, the issuance of the Private Placement Warrants
and the Shares included in the Private Placement Units, 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 each 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 Company’s
amended and restated memorandum and articles of association (each, 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.


 




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C. Title
to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, the Shares included
in the private Placement Units and the Shares issuable upon exercise of the Private Placement Warrants will be duly and validly issued,
fully paid and nonassessable. On the date of issuance of the Private Placement Units, the Shares included in the Private Placement Units
and 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 (as applicable), the Purchaser will have good title to the Private
Placement Units purchased by it, the Private Placement Warrants and Shares included in the Private Placement Units 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. Assuming the accuracy of the representations and warranties made by the Purchaser in this Agreement, no consent, approval,
order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental
authority is required on the part of the Company in connection with the consummation of the transactions contemplated by this Agreement,
except for applicable requirements of the Securities Act.


 


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 Private Placement Units to the Purchaser, the Purchaser hereby represents and warrants to the
Company (which representations and warranties shall survive each 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
do not and shall not as of each Closing Date (a) conflict with or result in a breach by the Purchaser 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 Purchaser’s
equity 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 Purchaser’s
organizational documents 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 Purchaser is subject, or any agreement, instrument, order, judgment or decree
to which the Purchaser is subject, except for any filings required after the date hereof under federal or state securities laws.


 




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C. Investment
Representations.


 


(i) The
Purchaser is acquiring the Private Placement Units, the Shares and Private Placement Warrants included in the Private Placement Units
and, upon exercise of the Private Placement Warrants, the Shares issuable upon such exercise (collectively, the “Securities”)
for its 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 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.


 


(iii) The
Purchaser is an “accredited investor” as such term is defined in Rule 501(a)(3) of Regulation D under the Securities Act,
and the Purchaser has not experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities
Act. The Purchaser did not decide to enter into this Agreement as a result of any general solicitation or general advertising within the
meaning of Rule 502(c) of Regulation D under the Securities Act.


 


(iv) 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.


 


(v) 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.


 


(vi) 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; (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; and (c) Rule 144 adopted pursuant to the Securities Act will not be available for resale
transactions of the Securities prior to a Business Combination and may not be available for resale transactions of the Securities after
a Business Combination.


 




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(vii) 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 investments in the Securities.


 


(viii) The
Purchaser understands that the Private Placement Warrants shall bear the legend substantially in the form set forth in the Warrant Agreement
and be subject to appropriate “stop transfer restrictions”.


 


Section 4. Conditions of the Purchaser’s
Obligations.


 


The obligations of the Purchaser to purchase and
pay for the Private Placement Units 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 such
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 and Registration Rights
Agreement. The Company shall have entered into the Warrant Agreement and the Registration Rights Agreement, in each case on terms
satisfactory to the Purchaser.





 




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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 Private Placement Units 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 the Warrant Agreement.


 


Section 6. Termination.


 


This Agreement may be terminated at any time after
March 31, 2022 upon the election by either the Company or the Purchaser upon written notice to the other party if the closing of the Public
Offering has not occurred prior to such date.


 


Section 7. Survival of Representations and
Warranties.


 


All of the representations and warranties contained
herein shall survive the applicable Closing Date.


 


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 (including, without limitation, one or more of its members).


 




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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. Signatures to this Agreement transmitted
via facsimile or e-mail shall be valid and effective to bind the party so signing.


 


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.


 


F. Amendments.
This Agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed by the 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:
	 	 
	 	EVE MOBILITY ACQUISITION CORP
	 	 	 
	 	By:	 
	 	Name: 	Scott Painter
	 	Title:	Chief Executive Officer
	 	 	 
	 	PURCHASER:
	 	 
	 	eve mobility sponsor llc
	 	 	 
	 	By:	 
	 	Name:	Scott Painter
	 	Title:	Manager



 


 


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