Exhibit 10.6


 


PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT


 


THIS PRIVATE PLACEMENT WARRANTS
PURCHASE AGREEMENT, dated as of [   ], 2021 (as it may from time to time be amended and including all exhibits referenced herein,
this “Agreement”), is entered into by and between McLaren Technology Acquisition Corp., a Delaware corporation (the
“Company”), and McLaren Technology Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”
or 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 “Class A share”),
and one-half of one redeemable warrant;


 


WHEREAS, each whole warrant
entitles the holder to purchase one Class A 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 333-259339
(the “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities Act”);
and


 


WHEREAS, the Purchaser has
agreed to purchase an aggregate of 8,000,000 warrants (or 9,050,000 warrants in the aggregate 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 Class A share at an exercise price of $11.50 per Class A share, at a price of $1.00 per warrant.


 


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 or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “IPO
Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 8,000,000
Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $8,000,000 (the “Purchase Price”).
The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds in the following amounts: (i) $750,000
to the Company, at a financial institution to be chosen by the Company, and (ii) $7,000,000 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 by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser
or effect such delivery in book-entry form. 


 


(ii) On the date of any
closing of the over-allotment option, 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 (each such date, an “Over-allotment Closing Date,” and each Over-allotment
Closing Date (if any) and the IPO 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 1,050,000 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 $1,050,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment
Purchase Price”). Each of 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 such Over-allotment
Closing Date. On the Over-allotment Closing Date, following the payment by the Purchaser of the Over-allotment Purchase Price by wire
transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the 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) 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) At the time of, or
prior to, the closing of the Public Offering, the Company and the Purchaser shall enter into a registration rights agreement (the “Registration
Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser relating to the Private
Placement Warrants and the Class A 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 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.


  


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 IPO 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 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 Class A 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 amended and restated certificate of incorporation of the Company or the amended and restated
bylaws 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.


 






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C. Title to Securities.
Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, the Class A 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 and the Class A 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.


 


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 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.


 


C. Investment Representations.


 


(i) The Purchaser is acquiring
the Private Placement Warrants and, upon exercise of the Private Placement Warrants, the Class A 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, 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.


  






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(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) of
Regulation D under the Securities Act.


 


(v) The Purchaser has been
furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and
sale of the Securities which have been requested by the Purchaser. The Purchaser has been afforded the opportunity to ask questions of
the executive officers and directors of the Company. The Purchaser understands that its investment in the Securities involves a high degree
of risk and it has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision
with respect to the acquisition of the Securities.


 


(vi) The Purchaser understands
that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation
or endorsement of the Securities or the fairness or suitability of the investment in the Securities by the Purchaser nor have such authorities
passed upon or endorsed the merits of the offering of the Securities.


 


(vii) The Purchaser understands
that: (a) the Securities have not been and are not being registered under the Securities Act or any state securities laws, and may
not be offered for sale, sold, assigned or transferred unless (1) 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 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 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 with a warrant agent on terms satisfactory to the Company.


  


Section 6.  Termination.
This Agreement may be terminated at any time after December 31, 2021 upon the election by either the Company or the Purchaser upon
written notice to the other party if the closing of the Public Offering does not occur prior to such date.


 


Section 7.  Survival of Representations
and Warranties. All of the representations and warranties contained herein shall survive each Closing Date.


 


Section 8.  Definitions.
Terms used but not otherwise defined in this Agreement shall have the meaning assigned to such terms in the Registration Statement on
Form S-1 the Company has filed with the SEC, under the Securities Act.


 


Section 9.  Miscellaneous.


 


A. Successors and
Assigns. Except as otherwise expressly provided herein, all covenants and agreements contained in this Agreement by or on behalf of
any of the parties hereto shall bind and inure to the benefit of the respective successors of the parties hereto whether so expressed
or not. Notwithstanding the foregoing or anything to the contrary herein, the parties may not assign this Agreement, other than assignments
by the Purchaser to affiliates thereof.


 


B. Severability.
Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective
only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.


 


C. Counterparts.
This Agreement may be executed simultaneously in two or more counterparts, none of which need contain the signatures of more than one
party, but all such counterparts taken together shall constitute one and the same agreement. 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 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:
	 	 	 
	 	MCLAREN TECHNOLOGY ACQUISITION CORP.
	 	 
	 	By:	 
	 	Name: 	Sajan Pillai
	 	Title: 	Chief Executive Officer
	 	 	 
	 	PURCHASER:
	 	 	 
	 	MCLAREN TECHNOLOGY ACQUISITION SPONSOR LLC
	 	 
	 	By:	 
	 	Name:  	Sajan Pillai
	 	Title: 	Managing Member


 


Signature page to Private Placement Warrants
Purchase Agreement


 






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Exhibit A


 


Warrant Agreement


 






    A-1


     

    

 


Exhibit B


 


Registration Rights Agreement


 


 


B-1