EX-10.3





 Exhibit 10.3 

PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT 

THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of May 18, 2021 (as it may from time to time be amended, this
“Agreement”), is entered into by and between Angel Pond Holdings Corporation, a Cayman Islands exempted company (the “Company”), and Angel Pond Partners LLC, a Cayman Island 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 par value $0.0001 per share, of the Company (a “Share”), and one-third of one redeemable
warrant, 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 (the
“Registration Statement”); and 
 WHEREAS, the Purchaser has agreed to purchase from the Company an aggregate of 7,000,000
warrants (or up to 7,750,000 warrants depending on the extent to which the underwriters’ over-allotment option in connection with the Public Offering is exercised) (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 7,000,000 Sponsor Warrants being purchased under this Agreement, Purchaser shall pay $7,000,000 (the
“Purchase Price”), by wire transfer of immediately available funds in accordance with the Company’s wiring instructions, at least one (1) business day prior to the initial closing of the Public Offering, or at such earlier
date as the Company and the Purchaser may agree. 
 (ii) In the event that the underwriters’ over-allotment option is exercised in full
or in part, Purchaser shall purchase up to an additional 750,000 Sponsor Warrants (the “Additional Sponsor Warrants”), in the same proportion as the amount of the over-allotment option that is exercised, simultaneously with such
purchase of Additional Sponsor Warrants. As payment in full for the Additional Sponsor Warrants then being purchased hereunder, at least one (1) business day prior to the applicable closing of all or any portion of the over-allotment option, or
on such earlier date as the Company and the Purchaser may agree, the Purchaser shall pay $1.00 per Additional Sponsor Warrant, up to an aggregate amount of $750,000, by wire transfer of immediately available funds in accordance with the
Company’s wiring instructions. 
 (iii) The closing of the purchase and sale of the 7,000,000 Sponsor Warrants shall take place
simultaneously with the initial 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 applicable
closing of all or any portion of the over-allotment option (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 7,000,000 Sponsor Warrants and the Additional Sponsor Warrants shall take place at the offices of Cleary Gottlieb Steen & Hamilton, 1 Liberty Plaza, New York, New York, 10006, 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 an exempted company 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 Sponsor Warrants have been duly authorized by the Company as of the
Closing Dates. This 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. 

(ii) The execution and delivery by the Company of this 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 memorandum and articles of
association 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, and registration in the register of members of the
Company, 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. 

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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 E. No Disqualifying Event. Neither the Company nor, to its knowledge, any of its
affiliates, officers, directors or beneficial stockholders of 20% or more of its outstanding securities has experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities Act of 1933, as amended (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 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 and 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. 
 (viii) The Purchaser has such knowledge and experience in financial and business
matters and 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. 

(ix) The Purchaser understands that the Sponsor Warrants shall bear the legend substantially in the form set forth in the Warrant Agreement.

 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 each of 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 applicable 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 the 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 of 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 applicable 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 Sponsor Warrants and Additional
Sponsor Warrants. 
 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. 

  
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 E. Warrant Agreement. The Company shall have entered into the Warrant Agreement. 

Section 6. Termination. This Agreement may be terminated at any time after May 18, 2021 upon the election by either the
Company or the Purchaser upon written notice to the other party 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. 
 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 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 New York and for all purposes
shall be construed in accordance with the State of New York. 
 F. Jurisdiction: The parties hereto irrevocably submit to the
exclusive jurisdiction of any federal court sitting in the Southern District of New York or any state court located in New York County, State of New York, over any suit, action or proceeding arising out of or relating to this Agreement. To the
fullest extent they may effectively do so under applicable law, the parties hereto irrevocably waive and agree not to assert, by way of motion, as a defense or otherwise, any claim that they are not subject to the jurisdiction of any such court, any
objection that they may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an
inconvenient forum. 
 G. 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:
	
	ANGEL POND HOLDINGS CORPORATION
		
	By:	 	 /s/ Theodore Wang

	Name:	 	Theodore Wang
	Title:	 	Chief Executive Officer
	
	ANGEL POND PARTNERS LLC
		
	By:	 	 /s/ Theodore Wang

	Name:	 	Theodore Wang
	Title:	 	Managing Member



  
 [Signature Page to
Private Placement Warrants Purchase Agreement]