Exhibit 10.6


 


PRIVATE
PLACEMENT WARRANTS PURCHASE AGREEMENT


 


THIS
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [●], 2022 (as it may from time to time be amended, this “Agreement”),
is entered into by and between Global Blockchain Acquisition Corporation, a Delaware corporation (the “Company”),
Global Blockchain Sponsor, LLC, a Delaware limited company (the “Sponsor”), and I-Bankers Securities, Inc. (the “Representative”
and together with the Sponsor, the “Purchasers”).


 


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 the Company’s common stock, par value $0.0001 per share (a “Share”),
one right (each, a “Right”), each right entitling the holder to receive one-tenth (1/10) of one Share upon consummation
of the initial business combination, and one redeemable warrant (each, a “Warrant”), each Warrant exercisable for
one Share at a 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”). 


 


WHEREAS,
the Purchasers have agreed to purchase an aggregate of 7,750,000 private placement warrants (or up to 8,537,500 if the underwriters’
over-allotment option in the Public Offering is exercised in full) (the “Private Placement Warrants”) at a purchase
price of $1.00 per warrant, 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


 


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
Purchasers.


 


B. 
Purchase and Sale of the Private Placement 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 Purchasers
and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchasers, and the
Purchasers shall purchase from the Company, an aggregate of 7,750,000 Private Placement Warrants at a price of $1.00 per warrant for
an aggregate purchase price of $7,750,000 (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. It is agreed that on the Initial Closing Date, each Purchaser will be responsible for purchasing a number of
the Private Placement Units equal to the amount set forth opposite such Subscriber in Column A of Schedule I hereto (in each case,
such Purchaser’s “Warrant Purchase Commitment”). On the Initial Closing Date, following the payment
by the Purchasers of the Purchase Price by wire transfer of immediately available funds to the Company, the Company, at its option,
shall deliver certificates evidencing the Private Placement Warrants purchased by the Purchasers on such date duly registered in the
respective Purchasers’ names to the Purchasers 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 Purchasers 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 Purchasers, and the Purchasers shall
purchase from the Company, up to an aggregate of 787,500 additional Private Placement Warrants, in the same proportion as the amount
of the option that is then so exercised, at a price of $1.00 per warrant for an aggregate purchase price of up to $787,500 (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. It is agreed that on the Over-allotment
Closing Date, each Purchaser will be responsible for purchasing up to the number of the Private Placement Units equal to the amount
set forth opposite such Subscriber in Column B of Schedule I hereto (in the same proportion as the amount of the option that is then
so exercised). On the Over-allotment Closing Date, following the payment by the Purchasers of the Over-allotment Purchase Price by
wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificates evidencing the
Private Placement Warrants purchased by the Purchasers on such date duly registered in the respective Purchasers’ names to the
Purchasers, 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
Continental Stock Transfer & Trust Company, as warrant agent, in connection with the Public Offering (a “Warrant
Agreement”). For the avoidance of doubt, the Representative acknowledges and agrees that the Private Placement
Warrants purchased by the Representative may not be exercised following the fifth anniversary of the commencement date of sales in
the Public Offering.


 


(ii)
At the time of, or prior to, the closing of the Public Offering, the Company and the Purchasers shall enter into a registration
rights agreement (the “Registration Rights Agreement”) pursuant to which the Company will grant certain
registration rights to the Purchasers relating to the Private Placement Warrants and the Ordinary Shares underlying the Private
Placement Warrants.


 


(iii)
The Representative acknowledges and agrees that the Private Placement Warrants and the related registration rights will be deemed compensation
by the Financial Industry Regulation Authority (“FINRA”) and will therefore, pursuant to Rule 5110(e) of the
FINRA Manual, be subject to lock-up for a period of 180 days immediately following the date of effectiveness or commencement of sales
in the Public Offering, subject to FINRA Rule 5110(e)(2). Additionally, the Private Placement Warrants and the related registration rights
held by the Representative may not be sold, transferred, assigned, pledged or hypothecated during the foregoing 180-day period following
the effective date of the registration statement in connection with the Public Offering (the “Registration Statement”)
except to any underwriter or selected dealer participating in the Public Offering and the bona fide officers or partners of the Representative
and any such participating underwriter or selected dealer. Additionally, the Private Placement Warrants and the related registration
rights held by the Representative will not be the subject of any hedging, short sale, derivative, put or call transaction that would
result in the economic disposition of such securities by any person for a period of 180 days immediately following the date of effectiveness
or commencement of sales in the Public Offering. Additionally, the Representative may not exercise demand or piggyback rights with respect
to the Private Placement Warrants after five (5) and seven (7) years, respectively, from the effective date of the Registration Statement
and may not exercise demand rights on more than one occasion, all in accordance with FINRA Rule 5110.05.


 






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Section
2. Representations and Warranties of the Company. As a material inducement
to the Purchasers to enter into this Agreement and purchase the Private Placement Warrants, the Company hereby represents and warrants
to the Purchasers (which representations and warranties shall survive the Closing Date) that:


 


A. Organization
and Corporate Power. The Company is a corporation duly organized, 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. 


 


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. 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 each 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 or the bylaws 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 Private
Placement Warrants will be duly and validly issues and the Shares issuable upon exercise of the Private Placement 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 Purchasers will have good title to the Private Placement Warrants 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,
under the Insider Letter (as defined below) 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 Purchasers.


 


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 knowledge, any of its affiliates, members, officers, directors or
beneficial stockholders of 20% or more of its outstanding securities, has experienced a disqualifying even as enumerated pursuant to
Rule 506(d) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”).


 






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Section
3. Representations and Warranties of the Purchasers. As a material inducement to the Company to enter into this Agreement and issue
and sell the Private Placement Warrants to the Purchasers, each of the Purchasers (severally, but not jointly) 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 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 Purchasers is subject.


 


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 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 the Purchasers 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 Purchasers 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.


 






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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 Purchasers 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; 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. While the Purchasers understand that Rule 144 under the
Securities Act is not available for the resale of securities initially issued by shell companies (other than business combination
related shell companies) or issuers that have been at any time previously a shell company, the Purchasers understand that Rule 144
includes an exception to this prohibition if the following conditions are met: (i) the issuer of the securities that was formerly a
shell company has ceased to be a shell company; (ii) the issuer of the securities is subject to the reporting requirements of
Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (iii) the
issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding
12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and
(iv) at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its
status as an entity that is not a shell company.


 


(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 Private Placement Warrants shall bear the legend substantially in the form set forth in the
Warrant Agreement.


 


Section
4. Conditions of the Purchasers’ Obligations. The obligations of the Purchasers 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 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.


 






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D. 
Warrant Agreement and Registration Rights Agreement. The Company shall have entered into the Warrant Agreement with the Warrant
Agent and the Registration Rights Agreement, each on terms satisfactory to the Purchasers.


 


E. 
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.


 


Section
5. Conditions of the Company’s Obligations. The obligations of the Company to the Purchasers 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 Purchasers contained in Section 3 shall be true and correct at and as of
such Closing Date as though then made.


 


B. 
Performance. The Purchasers 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 Purchasers 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 with the Warrant
Agent and the Registration Rights Agreement, each on terms satisfactory to the Purchasers.


 


E. 
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.


 


Section
6. Termination. This Agreement may be terminated at any time after [●], 2022, upon the election by either the Company or the
Purchasers 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.


 


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 Purchasers to affiliates thereof.


 






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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. In the event that any signature
is delivered by facsimile transmission or by e-mail delivery of a “pdf” format data file, such signature shall create a valid
and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such
facsimile or “pdf” signature page were an original thereof.


 


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.


 


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:
	 	 
	 	GLOBAL
    BLOCKCHAIN ACQUISITION CORP.
	 	 
	 	By:	 
	 	 	Name: 	Max
    Hooper
	 	 	Title:	Chief
    Executive Officer
	 	 	 	 
	 	PURCHASERS:
	 	 
	 	GLOBAL
    BLOCKCHAIN SPONSOR, LLC
	 	 
	 	By:	 
	 	 	Name:	Max
    Hooper
	 	 	Title:	Manager
	 	 	 	 
	 	I-BANKERS
    SECURITIES, INC.
	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 


 


[Signature
Page to Private Placement Warrants Purchase Agreement]


 




     


     


    

 


SCHEDULE
I


 


	Purchaser	Column
    A	Column
    B
	Global
    Blockchain Sponsor, LLC	6,250,000	562,500
	I-Bankers
    Securities, Inc.	1,500,000	225,000