Exhibit 10.6


 


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 March [●], 2021, is entered into by and among Glass Houses Acquisition Corp., a Delaware corporation (the “Company”),
and Glass Houses 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 (each, a “Share”), and
one-half of one 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 333-252865 (the “Registration Statement”), under the
Securities Act of 1933, as amended (the “Securities Act”).


 


WHEREAS, the Purchaser has agreed to purchase,
at a price of $1.00 per warrant, an aggregate of 7,200,000 warrants (and up to 600,000 additional warrants if the underwriter of
the Public Offering exercises its 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


 


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 (the “IPO Closing Date”), the Company shall issue and sell to the Purchaser, and
the Purchaser shall purchase from the Company, 7,200,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate
purchase price of $7,200,000 (the “Purchase Price”). The Purchaser shall pay the Purchase Price by wire
transfer of immediately available funds in the following amounts: (i) $3,200,000 to the Company, at a financial institution
to be chosen by the Company, and (ii) $4,000,000 to the trust account maintained by Continental Stock Transfer & Trust Company,
acting as trustee (the “Trust Account”), in each case accordance with the Company’s wiring instructions,
at least one (1) business day prior to the IPO Closing Date. On the IPO Closing Date, subject to the 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 closing
of the over-allotment option, if any, 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 600,000 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 portion of the over-allotment option
that is then exercised) at a price of $1.00 per warrant for an aggregate purchase price of up to $600,000 (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 Trust Account, at least one (1) business day prior to the
Over-allotment Closing Date. On the Over-allotment Closing Date, subject to the 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 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 on the IPO Closing
Date, 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 and stockholder rights agreement (the “Registration
and Stockholder 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.


 


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 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 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 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.


 






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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.


 


(e) Regulation D Qualification.
Neither the Company nor, to its actual knowledge, any of its affiliates, members, officers, directors or beneficial shareholders
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.


 


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 completion of the contemplated Public Offering,
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.


 






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(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 is an “accredited
investor” as such term is defined in Rule 501(a)(3) of Regulation D, 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 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.


 


(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) subsequently registered thereunder or (2) sold in reliance
on an exemption therefrom; (b) except as specifically set forth in the Registration and Stockholder 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, 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.


 


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 the 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 and Registration
and Stockholder Rights Agreement. The Company shall have entered into the Warrant Agreement, in the form of Exhibit A
hereto, and the Registration and Stockholder Rights Agreement, in the form of Exhibit B hereto, in each case on terms satisfactory
to the Purchaser.


 


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.


 






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(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.


 


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


 


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).


 


(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:
	 	 
	 	GLASS HOUSES ACQUISITION CORP.
	 	 
	 	By:	                 
	 	Name:	Tonya Clark
	 	Title:	Chief Financial Officer
	 	 
	 	PURCHASER:
	 	 
	 	GLASS HOUSES SPONSOR LLC
	 	 
	 	By:	                 
	 	Name:	Quincy Fennebresque
	 	Title:	Chief Executive Officer


 


[Signature Page to Private Placement
Warrants Purchase Agreement]


 




     


     


    

  


EXHIBIT A



Warrant Agreement


  


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 




    Ex. A-1


     


    

  


EXHIBIT B



Registration and Stockholder Rights Agreement


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


Ex. B-1