Exhibit 10.6


 


SPONSOR WARRANTS PURCHASE AGREEMENT


 


THIS SPONSOR WARRANTS PURCHASE
AGREEMENT, dated as of [●], 2021 (as it may from time to time be amended, this “Agreement”), is entered into
by and between Aspirational Consumer Lifestyle Corp. II, a Cayman Islands exempted company (the “Company”), and ASP
Sponsor II LLC, a Cayman Islands 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 (each, an “Ordinary Share”), and one-third of one redeemable
warrant;


 


Each whole warrant entitles
the holder to purchase one Ordinary Share at an exercise price of $11.50 per Ordinary Share; and


 


The
Purchaser has agreed to purchase an aggregate of 4,666,667 warrants (or up to 5,166,667 warrants depending on the extent to which
the underwriters in the Public Offering exercise their over-allotment option) (the “Sponsor Warrants”), each Sponsor
Warrant entitling the holder to purchase one Ordinary Share at an exercise price of $11.50 per Ordinary 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) 
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 “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser
shall purchase from the Company, 4,666,667 Sponsor Warrants at a price of $1.50 per warrant for an aggregate purchase price of $7,000,000
(the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company at least
one day prior to the Initial Closing Date in accordance with the Company’s wiring instructions. On the Initial Closing Date, following
the payment by the Purchaser of the Purchase Price by wire transfer of immediately available funds to the Company, the Company, at its
option, shall deliver a certificate evidencing the Sponsor Warrants purchased by the Purchaser 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 any closing of the 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 (each such date, an “Over-allotment Closing Date,” and each
Over-allotment Closing Date (if any) and the Initial Closing Date being sometimes referred to herein as a “Closing Date”),
the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to an aggregate of 500,000 Sponsor
Warrants, in the same proportion as the amount of the option that is then so exercised, at a price of $1.50 per warrant for an aggregate
purchase price of up to $750,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment
Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company at least one day prior
to such Over-allotment Closing Date in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, following
the payment by the Purchaser of the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company, the
Company, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased by the Purchaser on such date duly registered
in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.


 


C.
Terms of the Sponsor Warrants.


 


(i) 
Each Sponsor 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 (a “Warrant Agreement”).


 


(ii) 
At the time of, or prior to, the closing of the Public Offering, 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 Ordinary 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 Date) 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 each Closing Date. This Agreement constitutes the 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 each Closing Date.


 






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(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 Ordinary 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 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 amended and restated 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 Ordinary 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 Ordinary 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.


 


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 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).


 






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(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 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 Ordinary 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 decided to enter into this Agreement not 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.


 


(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) in a registered transaction
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 Securities prior to a Business Combination and may not be available for resale transactions
of Securities after a Business Combination.


 






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(viii) 
The Purchaser has such knowledge and experience in financial and business matters, knows 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.


 


(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 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. The Company shall have entered into a 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 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.


 






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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.
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 satisfactory to
the Company.


 


Section 6.
Termination. This Agreement may be terminated at any time after December 31, 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
each 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 on Form S-1 the Company has filed with the SEC, under the Securities Act.


 


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.


 






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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 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:
	 	 
	 	ASPIRATIONAL CONSUMER LIFESTYLE CORP. II
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	PURCHASER:
	 	 
	 	ASP SPONSOR II LLC
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 


[Signature page to Sponsor Warrants Purchase
Agreement]