Exhibit 10.6.1


 


PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT


 


THIS  PRIVATE PLACEMENT WARRANTS PURCHASE
AGREEMENT, dated as of January 16, 2018 (as it may from time to time be amended and including all exhibits referenced herein, this
“Agreement”), is entered into by and between Mudrick Capital Acquisition Corporation, a Delaware corporation
(the “Company”), and Cantor Fitzgerald & Co., a New York general partnership (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 the Company’s Class A common stock, par value $0.0001 per share (each, a “Share”), and one redeemable
warrant. Each warrant entitles the holder to purchase one Share at an exercise price of $11.50 per Share. The Purchaser has agreed
to purchase an aggregate of 1,000,000 warrants (or up to 1,150,000 warrants if the over-allotment option in connection with the
Public Offering is exercised 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


 


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.


 


On the date of the consummation of the Public
Offering, and concurrently with the consummation thereof, 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, 1,000,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase
price of $1,000,000 (the “Purchase Price”). The Purchase Price shall be paid by wire transfer of immediately
available funds to the Company on the Initial Closing Date in accordance with the Company’s wiring instructions provided
at least three business day prior to the Initial Closing Date. On the Initial Closing Date, the Company shall either, at its option,
deliver a certificate evidencing the Private Placement 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. On the date of the consummation of the closing
of the over-allotment option in connection with the Public Offering, and concurrently with the consummation thereof, 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 150,000 Private Placement Warrants, in the same proportion as the amount of the over-allotment
option that is exercised, at a price of $1.00 per warrant for an aggregate purchase price of up to $150,000 (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 on each Over-allotment Closing Date (if any) in accordance
with the Company’s wiring instructions provided in connection with the purchase of the Private Placement Warrants on the
Initial Closing Date. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price
payable by it by wire transfer of immediately available funds to the Company, the Company shall either, at its option, deliver
a certificate evidencing the Private Placement 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 Private Placement Warrants.


 


(i) The Private Placement 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”), except that so long as the Placement Warrants are held by the Purchaser or
its designees, the Purchaser or its designees will not be permitted to exercise such Placement Warrants after the five year anniversary
of the effective date of the registration statement on Form S-1 (the “Registration Statement”) the Company plans
to file with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended
(the “Securities Act”) in connection with the Public Offering.


 


(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 Private
Placement Warrants and the Shares underlying the Private Placement Warrants; provided, however, that the Purchaser may not exercise
its demand and “piggy back” registration rights pursuant to such Registration Rights Agreement after five (5) and seven
(7) years after the effective date of the Registration Statement, respectively, and the Purchaser may not exercise its demand registration
rights thereunder more than one time.


 


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. 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 and approved by the Company as of each Closing Date.
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 Private Placement Warrants
will constitute valid and binding obligations of the Company, enforceable in accordance with their terms.


 


(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, action, notice, declaration or filing, in each case, by or to 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. Valid Issuance. The total number
of shares of all classes of capital stock which the Company has authority to issue is 110,000,000 shares of common stock (which
consist of 100,000,000 shares of the Company’s Class A Common Stock and 10,000,000 shares of the Company’s Class B
common stock, par value $0.0001 per share (the “Class B Common Stock”)) and 1,000,000 shares of the Company’s
preferred stock, par value $0.0001 per share (the “Preferred Stock”). As of the date hereof, the Company has issued
and outstanding no shares of Class A Common Stock, 5,750,000 shares of Class B Common Stock (of which up to 750,000 shares are
subject to


 




     


     


    

 


forfeiture as described in the Registration
Statement) and no shares of Preferred Stock. All of the issued shares of capital stock of the Company have been duly authorized,
validly issued, and are fully paid and non-assessable.


 


E. Title to Securities. Upon issuance
in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, the Placement Warrants will be duly and
validly issued and 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 Placement Warrants, the Shares issuable upon exercise of the 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 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.


 


F. 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 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 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 that would materially impact its ability to perform its obligations
hereunder.


 


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) of Regulation D of 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) 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; 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 such Purchaser understands 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, such Purchaser understands 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, 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 investment in the Securities.


 


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 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 and Registration
Rights Agreement. The Company shall have entered into a Warrant Agreement with a warrant agent and the Registration Rights
Agreement, each on terms satisfactory to the Purchaser.


 


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.


 


F. Investment by Mudrick Sponsor. The
Company shall have confirmed in writing that Mudrick Capital Acquisition Holdings LLC has funded the purchase of 6,500,000 Private
Placement Warrants at $1.00 per warrant on the Closing Date.


 


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.


 


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 a Warrant Agreement with a warrant agent on terms satisfactory to the Company. 


 


Section 6. Lockup. The Purchaser
acknowledges and agrees that the Securities shall not be transferable, saleable or assignable until 30 days after the consummation
of an initial business combination, except to permitted transferees. The Securities will be deemed compensation by the Financial
Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately
following the date of effectiveness of the Registration Statement or commencement of sales of the Public Offering, subject to certain
limited exceptions, pursuant to Rule 5110(g)(1) of the FINRA Manual. Accordingly, the Securities may not be sold, transferred,
assigned, pledged or hypothecated for 180 days immediately following the effective date of the Registration Statement except to
any underwriter or selected dealer participating in the Public Offering and the bona fide officers, partners or affiliates of the
Purchaser and any such participating underwriter or selected dealer nor may they be the subject of any hedging, short sale, derivative,
put or call transaction that would result in the economic disposition of the securities by any person during such 180-day period.
The term “permitted transferees” shall have the meaning ascribed to such term in the Registration Statement.


 


Section 7. Termination. This Agreement
may be terminated at any time after June 30, 2018 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 8. Survival of Representations
and Warranties. All of the representations and warranties contained herein shall survive each Closing Date.


 




     


     


    

 


Section 9. Definitions. Terms
used but not otherwise defined in this Agreement shall have the meaning assigned to such terms in the Registration Statement.


 


Section 10. 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 without the prior written
consent of the other party hereto, 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. 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, without regard to the conflicts of laws principles thereof.


 


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]


 




     


     


    

 


IN WITNESS WHEREOF, the parties hereto
have executed this Agreement to be effective as of the date first set forth above.


 


	 	COMPANY:
	 	 
	 	MUDRICK CAPITAL ACQUISITION CORPORATION
	 	 	 
	 	By:	/s/ Jason Mudrick
	 	Name:	Jason Mudrick
	 	Title:	Chief Executive Officer
	 	 	 
	 	PURCHASER:
	 	 
	 	CANTOR FITZGERALD & CO.
	 	 	 
	 	By:	/s/ Jim Bond
	 	Name:	Jim Bond
	 	Title:	Chief Operating Officer


 


[Signature Page to Private Placement Warrants
Purchase Agreement]