EX-10.5





 Exhibit 10.5 

FORM OF PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT 

THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this
“Agreement”), dated as of             , 2022, is entered into by and between Stillwater Growth Corp. I, a Delaware corporation (the
“Company”), and D Squared 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 share of Class A common stock of the Company, par value $0.0001 per share (a “Share”), and one-third 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, filed with the U.S. Securities and
Exchange Commission (the “SEC”), File Number 333-255320 (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities
Act”); and 
 WHEREAS, the Purchaser has agreed to purchase, at a price of $1.50 per warrant, an aggregate of 3,933,333
warrants (and up to 4,233,333 additional warrants if the underwriters in the Public Offering exercise their over-allotment option in full) (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 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) 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, 3,933,333 Private Placement Warrants at a price
of $1.50 per warrant for an aggregate purchase price of $5,900,000 (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, consisting of (i) $4,150,000 to 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 (the “Trust Account”), and (ii) $1,750,000 to, or on behalf of, the Company 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,
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) On the date of the consummation of the closing of any 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 (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 300,000 Private Placement Warrants (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private
Placement Warrants in proportion to the portion of the over-allotment option that is then exercised) at a price of $1.50 per warrant for an aggregate purchase price of up to $450,000 (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 Over-allotment Closing Date. On each Over-allotment Closing Date, subject to receipt of funds pursuant to the immediately prior sentence, the
Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased on such Closing Date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. 

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 a warrant agent
in connection with the Public Offering (the “Warrant Agreement”). 
 (ii) 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 Warrants and 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 Warrants, 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 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. 

  
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 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
each Closing Date. 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 Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of the applicable Closing Date. 

(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 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 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 bylaws of the Company (in effect on the date hereof or as may be amended prior to the applicable Closing Date) 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 Private Placement Warrants will be duly and validly issued, 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 purchased by it 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, except for applicable requirements of the Securities
Act. 

  
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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 Private Placement Warrants 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 does 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 the applicable Closing Date), 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. 

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 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 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) under the Securities Act. 

  
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 (iv) 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. 
 (v) 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 (i) subsequently registered thereunder or (ii) 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 Securities prior to a Business Combination and may not be available for resale
transactions of Securities after a Business Combination. 
 (vi) 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. 

(vii) The Purchaser acknowledges and agrees that the Private Placement Warrants will bear a legend substantially in the form set forth in the
Warrant Agreement. 
 (viii) 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. 

Section 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 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. 

  
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 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 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 Private Placement 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 the Warrant Agreement. 
 Section 6. Definitions. 

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

Section 7. 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, without giving effect to conflicts of law principles that would result in the application of
the laws of another jurisdiction. 
 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. 

 

			
	COMPANY:


 
			
	
	STILLWATER GROWTH CORP. I


 
			
		
	By:	 	  

	Name:	 	
	Title:	 	


 
			
	
	PURCHASER:
	D SQUARED SPONSOR LLC


 
			
		
	By:	 	  

	Name:	 	
	Title:	 	


 [Signature Page to Private Placement Warrants Agreement]