Exhibit 10.5
Execution Version
SERIES X PREFERENCE SHAREHOLDER AGREEMENT
This SERIES X PREFERENCE SHAREHOLDER AGREEMENT (this “Agreement”) is made and entered into as of July 5, 2021 by and among the persons identified on Schedule I hereto (each, a “Shareholder” and collectively the “Shareholders”), CF Acquisition Corp. V, a Delaware corporation (“SPAC”), Satellogic Inc., a business company with limited liability incorporated under the laws of the British Virgin Islands (“PubCo”) and Nettar Group, Inc., a business company with limited liability incorporated under the laws of the British Virgin Islands (the “Company”). Capitalized terms used but not defined herein have the meanings assigned to them in the Agreement and Plan of Merger dated as of the July , 2021 (as amended from time to time, the “Merger Agreement”) by and among PubCo, SPAC, Ganymede Merger Sub 1 Inc., a business company with limited liability incorporated under the laws of the British Virgin Islands and a direct wholly owned subsidiary of PubCo (“Merger Sub 1”), Ganymede Merger Sub 2 Inc., a Delaware corporation and a direct wholly owned subsidiary of PubCo (“Merger Sub 2”) and the Company. Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement.
WHEREAS, each Shareholder owns the number of Series X Preference Shares of the Company, par value $0.00001 per share, set forth next to the name of such Shareholder on Schedule I (the “Series X Shares”).
NOW, THEREFORE, in consideration of the representations, warranties, covenants and agreements contained herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and subject to the conditions set forth herein, the parties hereto agree as follows:
Section 1 Agreement to Not Redeem. Subject to the occurrence of the Closing under the Merger Agreement, each Shareholder agrees that (i) notwithstanding anything contained in (x) Regulation 26 of the Company Articles or any other provision thereof, (y) the Company Memorandum, or (z) any other agreement to which such Shareholder is a party, such Shareholder waives its right to redeem (or require the Company to redeem), and any obligation of the Company to redeem, the Series X Shares owned by such Shareholder, and (ii) the Series X Shares owned by such Shareholder shall automatically (without any further action on the part of the Company, such Shareholder or any person or entity) convert at the Initial Merger Effective Time into such number of newly issued PubCo Class A Ordinary Shares as set forth in the Company Governing Documents. For illustration purposes only, if such Shareholder acquired 1,000 Series X Shares (at a per of $10 per share) on April 23, 2021, and Initial Merger Effective Time falls on October 23, 2021, and assuming a SPAC Transaction Conversion Price (as defined in the Company Memorandum) of $10, such Shareholder shall be entitled to receive 1,035 PubCo Class A Ordinary Share (taking into account the cumulative dividend on the Series X Shares at the Series X Dividend Rate for such six-month period).
Section 2 Additional Shares. In the event the Adjustment Period VWAP is less than $10.00 per PubCo Class A Ordinary Share, each Shareholder shall be entitled to receive a number of additional PubCo Class A Ordinary Shares equal to the product of (x) the sum of the PubCo Class A Ordinary Shares that such Shareholder holds through the Effectiveness Date, multiplied by (y) a fraction, (A) the numerator of which is $10.00 minus the Adjustment Period VWAP, and
