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 [______], 2022, is entered into by and between ClimateRock, a Cayman Islands exempted company (the “Company”),
and U.N. SDG Support 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 Class
A ordinary share of the Company, par value $0.0001 per share (each, a “Share”), one right and one-half of one
redeemable warrant, each whole warrant entitling the holder to purchase one Share at an exercise price of $11.50 per Share and each right
entitles the holder thereof to receive one-tenth (1/10) of one 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 333-263542 (the “Registration
Statement”), under the Securities Act of 1933, as amended (the “Securities Act”).


 


WHEREAS, the Purchaser has agreed to purchase
an aggregate of 3,650,000 warrants (and 337,500 additional redeemable warrants if the underwriter in the Public Offering exercises its
option to purchase additional units 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, at a price of $1.00 per warrant, subject to adjustment.


 


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 (the “IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall
purchase from the Company, 3,650,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $3,650,000
(the “Purchase Price”). The Purchaser shall pay the Purchase Price by wire transfer of immediately available
funds in an amount equal to $3,650,000 to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee
(the “Trust Account”), in each case in 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 option
to purchase additional units, 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 (the “Option Closing Date”, and each Option 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 337,500 Private Placement Warrants (or, to the extent the option to purchase additional units is not
exercised in full, a lesser number of Private Placement Warrants in proportion to portion of the option that is exercised) at a price
of $1.00 per warrant for an aggregate purchase price of up to $337,500 (the “Option Purchase Price”). The Purchaser
shall pay the Option 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 Option Closing Date. On the Option 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 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 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 Private Placement Warrants have been duly authorized by the Company as of the 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 the 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 memorandum
and articles of association of the Company (in effect on the date hereof or as may be amended prior to completion of the 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 and the amended and restated memorandum and articles
of association of the Company, and upon registration in the Company’s register of members, the Shares issuable upon exercise of
the Private Placement Warrants will be duly and validly issued as fully paid and non-assessable. 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 in accordance
with the terms of this Agreement. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement,
and upon registration in the Company’s register of members, 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. 


 


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 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.


 


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.


 






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(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; 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. In this regard, the Purchaser understands that the SEC has taken the position that promoters or affiliates of a blank check
company and their transferees, both before and after an initial Business Combination, are deemed to be “underwriters”
under the Securities Act when reselling the securities of a blank check company. Based on that position, Rule 144 adopted pursuant to
the Securities Act would not be available for resale transactions of the Securities despite technical compliance with the requirements
of such Rule, and the Securities can be resold only through a registered offering or in reliance upon another exemption from the registration
requirements of the Securities Act.


 


(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.


 


(ix) The Purchaser understands that the Private
Placement 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 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
Rights Agreement. The Company shall have entered into the Warrant Agreement, in the form of Exhibit A hereto, and the Registration
Rights Agreement, in the form of Exhibit B hereto, in each case 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. 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. 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 Private Placement
Warrants Purchase Agreement.


 


	 	COMPANY:
	 	 
	 	CLIMATEROCK
	 	 	 
	 	By:	 
	 	 	Name: 	Per Regnarsson
	 	 	Title:  	Chief Executive Officer
	 	 
	 	PURCHASER:
	 	 
	 	U.N. SDG SUPPORT LLC
	 	 	 
	 	By:	 
	 	 	Name: 	Charles Ratelband
	 	 	Title:  	Managing Member


 






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EXHIBIT A


 


WARRANT AGREEMENT


 


See Following Pages


 


A-1









     


     

    







 


EXHIBIT B


 


REGISTRATION RIGHTS AGREEMENT


  


See Following Pages


 


B-1