Exhibit 10.5


 


PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT


 


THIS PRIVATE PLACEMENT WARRANTS
PURCHASE AGREEMENT, dated as of [•], 2021 (as it may from time to time be amended, this “Agreement”), is entered into
by and between Ault Disruptive Technologies Corporation, a Delaware corporation (the “Company”), and Ault Disruptive Technologies
Company, 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
share of the Company’s common stock, par value $0.001 per share (a “Share”), and three-fourths of one redeemable warrant,
with each whole warrant exercisable for one Share at an exercise price of $11.50 per Share, as set forth in the Company’s registration
statement on Form S-1 related to the Public Offering filed with the U.S. Securities and Exchange Commission (the “SEC”) (File
No. 333-[•]) (the “Registration Statement”); and 


 


 WHEREAS, the Purchaser
has agreed to purchase from the Company an aggregate of 6,500,000 placement warrants at a price of $1.00 per warrant (the “Firm
Sponsor Warrants”) (or up to 7,100,000 placement warrants if the over-allotment option in connection with the Public Offering is
exercised in full) (the “Additional Sponsor Warrants” and, together with the Firm Sponsor Warrants, the “Sponsor Warrants”),
each Sponsor 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 Sponsor Warrants.


 





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


 


B.     
 Purchase and Sale of the Sponsor Warrants.


 


 (i)       As
payment in full for the 6,500,000 Firm Sponsor Warrants being purchased under this Agreement, Purchaser shall pay an aggregate purchase
price of $6,500,000 (the “Purchase Price”), 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 “Trust Account”) at a financial institution to be chosen
by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee, at least one (1) business day prior
to the date of effectiveness of the Registration Statement. 


 


 (ii)       In
the event that the over-allotment option is exercised in full or in part, Purchaser shall purchase up to an additional 600,000 Additional
Sponsor Warrants, in the same proportion as the amount of the over-allotment option that is exercised, and simultaneously with such purchase
of Additional Sponsor Warrants, as payment in full for the Additional Sponsor Warrants being purchased hereunder, and at least one (1)
business day prior to the closing of all or any portion of the over-allotment option, Purchaser shall pay $1.00 per Additional Sponsor
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. 


 


(iii)       The
closing of the purchase and sale of the Firm Sponsor Warrants shall take place simultaneously with the closing of the Public Offering
(the “Initial Closing Date”). The closing of the purchase and sale of the Additional Sponsor Warrants, if applicable, shall
take place simultaneously with the closing of all or any portion of the over-allotment option exercise (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 each of the Sponsor Warrants and the Additional Sponsor Warrants shall take place at the offices of Olshan Frome Wolosky LLP, 1325
Avenue of the Americas, New York, NY 10019, or such other place as may be agreed upon by the parties hereto.


 



    	 	 	 



    	 



    

 





C.   
    Terms of the Sponsor Warrants.


 


(i)    
   The Sponsor Warrants 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 (a “Warrant Agreement”).


 


(ii)       At
or prior to the time of the Initial 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 Sponsor Warrants and the Shares underlying the Sponsor Warrants.


 


Section 2.             Representations
and Warranties of the Company. As a material inducement to the Purchaser to enter into this Agreement and purchase the Sponsor Warrants,
the Company hereby represents and warrants to the Purchaser (which representations and warranties shall survive the Closing Dates) 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, the Registration Rights Agreement
and the Warrant Agreement.


 


B.   
    Authorization; No Breach.


 


(i)   
    The execution, delivery and performance of this Agreement, the Registration Rights Agreement, the
Warrant Agreement and the Sponsor Warrants have been duly authorized by the Company as of the Closing Dates. Each of this Agreement,
the Registration Rights Agreement and the Warrant Agreement constitutes a 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 Sponsor Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their
terms as of the Closing Dates, as the case may be.


 


(ii)       The
execution and delivery by the Company of this Agreement, the Registration Rights Agreement, the Warrant Agreement and the Sponsor Warrants,
the issuance and sale of the Sponsor Warrants, the issuance of the Shares upon exercise of the Sponsor 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 Dates (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 or the bylaws 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 and the Warrant Agreement, the Shares issuable upon exercise of the Sponsor 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 Sponsor Warrants and the Shares issuable upon exercise of such Sponsor 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.


 



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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.


 


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 Sponsor
Warrants to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations and warranties shall survive
the Closing Dates) 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 Closing Dates 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 Sponsor Warrants and, upon exercise of the Sponsor 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
of 1933, as amended (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.


 


(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) of Regulation D 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.


 



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(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 Securities and Exchange Commission
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 the 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, 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.


 


Section
4.               Conditions of the Purchaser’s Obligations.
The obligations of the Purchaser to purchase and pay for the Sponsor Warrants are subject to the fulfillment, on or before the
Closing Dates, 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 Dates 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 Closing Dates.


 


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
set forth in the Registration Statement and 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 the Closing Dates, 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 Closing Dates 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
Closing Dates.


 


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 on terms set forth in the Registration Statement.


 



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Section 6.       
     Termination. This Agreement may be terminated at any time after [•], 2022 upon the election
by either the Company or a Purchaser entitled to purchase a majority of the Sponsor Warrants upon written notice to the other parties
if the closing of the Public Offering does not occur prior to such date.


 


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


 


Section 8.             Definitions.
Terms used but not otherwise defined in this Agreement shall have the meaning assigned to such terms in the Registration Statement on
Form S-1 the Company has filed with the Securities and Exchange Commission.


 


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.


 


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 to 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
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:
	 	 	 
	 	 	AULT DISRUPTIVE TECHNOLOGIES CORPORATION
	 	 	 
	 	 	By:	 	 
	 	 	Name:	 	 
	 	 	Title:	 	 
	 	 	 	 	 
	 	 	PURCHASER:
	 	 	 
	 	 	AULT DISRUPTIVE TECHNOLOGIES COMPANY, LLC
	 	 	 
	 	 	By:	 	 
	 	 	Name:	 	 
	 	 	Title:	 	 


 


 


 


 


[Signature Page to Private Placement

Warrants Purchase Agreement]