Exhibit 10.6


 


Clarim

Acquisition Corp. 




245

Fifth Avenue, Suite 1500




New

York, NY 10016




 




November

10, 2020




 




Clarim

Partners, LLC




245

Fifth Avenue, Suite 1500




New

York, NY 10016




 




Re: Securities

Subscription Agreement 




 




Ladies

and Gentlemen:




 




This

agreement (the “Agreement”) is entered into on the date hereof by and between Clarim Partners, LLC, a Delaware

limited liability company (the “Subscriber” or “you”), and Clarim Acquisition Corp., a Delaware

corporation (the “Company”, “we” or “us”). Pursuant to the terms hereof,

the Company hereby accepts the offer the Subscriber has made to purchase 7,187,500 shares of Class B common stock, $0.0001 par

value per share (the “Shares”), up to 937,500 of which are subject to forfeiture by you if the underwriters

of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise

their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements

regarding such Shares are as follows:




 




1.

Purchase of Securities.




 




1.1.

Purchase of Shares. For the sum of $25,000 (the “Purchase Price”), which the Company acknowledges

receiving in cash, the Company hereby issues the Shares to the Subscriber, and the Subscriber hereby purchases the Shares from

the Company, subject to forfeiture, on the terms and subject to the conditions set forth in this Agreement. Concurrently

with the Subscriber’s execution of this Agreement, the Company shall, at its option, deliver to the Subscriber a certificate

registered in the Subscriber’s name representing the shares (the “Original Certificate”), or effect such

delivery in book-entry form.




 




2.

Representations, Warranties and Agreements.




 




2.1.

Subscriber’s Representations, Warranties and Agreements. To induce the Company to issue the Shares to the Subscriber,

the Subscriber hereby represents and warrants to the Company and agrees with the Company as follows:




 




2.1.1.

No Government Recommendation or Approval. The Subscriber understands that no federal or state agency has passed upon

or made any recommendation or endorsement of the offering of the Shares.




 




2.1.2.

No Conflicts. The execution, delivery and performance of this Agreement and the consummation by the Subscriber of

the transactions contemplated hereby do not violate, conflict with or constitute a default under (i) the formation and governing

documents of the Subscriber, (ii) any agreement, indenture or instrument to which the Subscriber is a party or (iii) any law,

statute, rule or regulation to which the Subscriber is subject, or any agreement, order, judgment or decree to which the Subscriber

is subject.




 




2.1.3.

Organization and Authority. The Subscriber is a Delaware limited liability company, validly existing and in good standing

under the laws of Delaware and possesses all requisite power and authority necessary to carry out the transactions contemplated

by this Agreement. Upon execution and delivery by you, this Agreement is a legal, valid and binding agreement of Subscriber, enforceable

against Subscriber in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency,

fraudulent conveyance or similar laws affecting the enforcement of creditors’ rights generally and subject to general principles

of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).




 











     



     



    



 




2.1.4.

Experience, Financial Capability and Suitability. Subscriber is: (i) sophisticated in financial matters and is able

to evaluate the risks and benefits of the investment in the Shares and (ii) able to bear the economic risk of its investment in

the Shares for an indefinite period of time because the Shares have not been registered under the Securities Act (as defined below)

and therefore cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is

available. Subscriber is capable of evaluating the merits and risks of its investment in the Company and has the capacity to protect

its own interests. Subscriber must bear the economic risk of this investment until the Shares are sold pursuant to: (i) an effective

registration statement under the Securities Act or (ii) an exemption from registration available with respect to such sale. Subscriber

is able to bear the economic risks of an investment in the Shares and to afford a complete loss of Subscriber’s investment

in the Shares.




 




2.1.5.

Access to Information; Independent Investigation. Prior to the execution of this Agreement, the Subscriber has had

the opportunity to ask questions of and receive answers from representatives of the Company concerning an investment in the Company,

as well as the finances, operations, business and prospects of the Company, and the opportunity to obtain additional information

to verify the accuracy of all information so obtained. In determining whether to make this investment, Subscriber has relied solely

on Subscriber’s own knowledge and understanding of the Company and its business based upon Subscriber’s own due diligence

investigation and the information furnished pursuant to this paragraph. Subscriber understands that no person has been authorized

to give any information or to make any representations which were not furnished pursuant to this Section 2 and Subscriber has

not relied on any other representations or information in making its investment decision, whether written or oral, relating to

the Company, its operations and/or its prospects.




 




2.1.6.

Regulation D Offering. Subscriber represents that it is an “accredited investor” as such term is defined

in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) and acknowledges

the sale contemplated hereby is being made in reliance on a private placement exemption to “accredited investors”

within the meaning of Section 501(a) of Regulation D under the Securities Act or similar exemptions under state law.




 




2.1.7.

Investment Purposes. The Subscriber is purchasing the Shares solely for investment purposes, for the Subscriber’s

own account and not for the account or benefit of any other person, and not with a view towards the distribution or dissemination

thereof. The Subscriber did not decide to enter into this Agreement as a result of any general solicitation or general advertising

within the meaning of Rule 502 under the Securities Act.




 




2.1.8.

Restrictions on Transfer; Shell Company. Subscriber understands the Shares are being offered in a transaction not

involving a public offering within the meaning of the Securities Act. Subscriber understands the Shares will be “restricted

securities” within the meaning of Rule 144(a)(3) under the Securities Act, and Subscriber understands that the certificates

or book-entries representing the Shares will contain a legend in respect of such restrictions. If in the future the Subscriber

decides to offer, resell, pledge or otherwise transfer the Shares, such Shares may be offered, resold, pledged or otherwise transferred

only pursuant to: (i) registration under the Securities Act, or (ii) an available exemption from registration. Subscriber agrees

that if any transfer of its Shares or any interest therein is proposed to be made, as a condition precedent to any such transfer,

Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company. Absent registration or

an exemption, the Subscriber agrees not to resell the Shares. Subscriber further acknowledges that because the Company is a shell

company, Rule 144 may not be available to the Subscriber for the resale of the Shares until one year following consummation of

the initial business combination of the Company, despite technical compliance with the requirements of Rule 144 and the release

or waiver of any contractual transfer restrictions.




 




2.1.9.

No Governmental Consents. No governmental, administrative or other third party consents or approvals are required,

necessary or appropriate on the part of Subscriber in connection with the transactions contemplated by this Agreement.




 




2.2.

Company’s Representations, Warranties and Agreements. To induce the Subscriber to purchase the Shares, the Company

hereby represents and warrants to the Subscriber and agrees with the Subscriber as follows:




 




2.2.1.

Organization and Corporate Power. The Company is a Delaware corporation 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.




 











     



     



    



 




2.2.2.

No Conflicts. The execution, delivery and performance of this Agreement and the consummation by the Company of the

transactions contemplated hereby do not violate, conflict with or constitute a default under (i) the Certificate of Incorporation

or By Laws of the Company, (ii) any agreement, indenture or instrument to which the Company is a party or (iii) any law, statute,

rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject.




 




2.2.3.

Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, the Shares will

be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms

hereof, the Subscriber will have or receive good title to the Shares, free and clear of all liens, claims and encumbrances of

any kind, other than (a) transfer restrictions hereunder and other agreements to which the Shares may be subject which have been

notified to the Subscriber in writing, (b) transfer restrictions under federal and state securities laws, and (c) liens, claims

or encumbrances imposed due to the actions of the Subscriber.




 




2.2.4.

No Adverse Actions. There are no actions, suits, investigations or proceedings pending, threatened against or affecting

the Company which: (i) seek to restrain, enjoin, prevent the consummation of or otherwise affect the transactions contemplated

by this Agreement or (ii) question the validity or legality of any transactions or seeks to recover damages or to obtain other

relief in connection with any transactions.




 




3.

Forfeiture of Shares.




 




3.1.

Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the underwriters

of the IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees

of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 937,500 Shares and pro rata based

upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber (and

all other initial stockholders prior to the IPO, if any) will own an aggregate number of Shares, not including Shares issuable

upon exercise of any warrants or any Common Stock purchased by Subscriber in the IPO or in the aftermarket equal to 20% of the

issued and outstanding Shares immediately following the IPO.




 




3.2.

Termination of Rights as Stockholder. If any of the Shares are forfeited in accordance with this Section 3, then after

such time the Subscriber (or successor in interest), shall no longer have any rights as a holder of such forfeited Shares, and

the Company shall take such action as is appropriate to cancel such forfeited Shares.




 




3.3.

Share Certificates. In the event an adjustment to the Original Certificates, if any,

is required pursuant to this Section 3, then the Subscriber shall return such Original Certificates to the Company or its

designated agent as soon as practicable upon its receipt of notice from the Company advising Subscriber of such adjustment, following

which a new certificate (the “New Certificate”), if any, shall be issued in such amount representing the adjusted

number of Shares held by the Subscriber. The New Certificate, if any, shall be returned to the Subscriber as soon as practicable.

Any such adjustment for any uncertificated securities held by the Subscriber shall be made in book-entry form.




 




4.

Waiver of Liquidation Distributions; Redemption Rights. In connection with the Shares purchased pursuant to this Agreement,

the Subscriber hereby waives any and all right, title, interest or claim of any kind in or to any distributions by the Company

from the trust account which will be established for the benefit of the Company’s public stockholders and into which substantially

all of the proceeds of the IPO will be deposited (the “Trust Account”), in the event of a liquidation of the

Company upon the Company’s failure to timely complete an initial business combination. For purposes of clarity, in the event

the Subscriber purchases Shares in the IPO or in the aftermarket, any additional Shares so purchased shall be eligible to receive

any liquidating distributions by the Company. However, in no event will the Subscriber have the right to redeem any Shares into

funds held in the Trust Account upon the successful completion of an initial business combination.




 











     



     



    



 





5.

Restrictions on Transfer.




 




5.1.

Securities Law Restrictions. In addition to any restrictions to be contained in that certain letter agreement (commonly

known as an “Insider Letter”) to be dated as of the closing of the IPO by and between Subscriber and the Company,

Subscriber agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Shares unless, prior

thereto (a) a registration statement on the appropriate form under the Securities Act and applicable state securities laws with

respect to the Shares proposed to be transferred shall then be effective or (b) the Company has received an opinion from counsel

reasonably satisfactory to the Company, that such registration is not required because such transaction is exempt from registration

under the Securities Act and the rules promulgated by the Securities and Exchange Commission thereunder and with all applicable

state securities laws. 




 




5.2.

Lock-up. Subscriber acknowledges that the Securities will be subject to lock-up provisions

(the “Lock-up”) contained in the Insider Letter.




 




5.3.

Restrictive Legends. Any certificates representing the Shares shall have endorsed thereon legends substantially as

follows:




 




“THE

SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS

AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT

PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND

SUCH LAWS WHICH, IN THE OPINION OF COUNSEL, IS AVAILABLE.”




 




“THE

SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCKUP AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE

DISPOSED DURING THE TERM OF THE LOCKUP.”




 




5.4.

Additional Shares or Substituted Securities. In the event of the declaration of a share dividend, the declaration

of an extraordinary dividend payable in a form other than Shares, a spin-off, a share split, an adjustment in conversion ratio,

a recapitalization or a similar transaction affecting the Company’s outstanding Shares without receipt of consideration,

any new, substituted or additional securities or other property which are by reason of such transaction distributed with respect

to any Shares subject to this Section 5 or into which such Shares thereby become convertible shall immediately be subject to this

Section 5 and Section 3. Appropriate adjustments to reflect the distribution of such securities or property shall be made to the

number and/or class of Shares subject to this Section 5 and Section 3.




 




5.5.

Registration Rights. Subscriber acknowledges that the Shares are being purchased pursuant to an exemption from the

registration requirements of the Securities Act and will become freely tradable only after certain conditions are met or they

are registered pursuant to a registration rights agreement to be entered into with the Company prior to the closing of the IPO.




 




6.

Other Agreements.




 




6.1.

Further Assurances. Subscriber agrees to execute such further instruments and to take such further action as may reasonably

be necessary to carry out the intent of this Agreement.




 




6.2.

Notices. All notices, statements or other documents which are required or contemplated by this Agreement shall be:

(i) in writing and delivered personally or sent by first class registered or certified mail, overnight courier service or facsimile

or electronic transmission to the address designated in writing, (ii) by facsimile to the number most recently provided to such

party or such other address or fax number as may be designated in writing by such party and (iii) by electronic mail, to the electronic

mail address most recently provided to such party or such other electronic mail address as may be designated in writing by such

party. Any notice or other communication so transmitted shall be deemed to have been given on the day of delivery, if delivered

personally, on the business day following receipt of written confirmation, if sent by facsimile or electronic transmission, one

(1) business day after delivery to an overnight courier service or five (5) days after mailing if sent by mail.




 











     



     



    



 




6.3.

Entire Agreement. This Agreement, together with the Insider Letter and the Registration Rights Agreement, each substantially

in the form to be filed as an exhibit to the Registration Statement on Form S-1 associated with the Company’s IPO, embodies

the entire agreement and understanding between the Subscriber and the Company with respect to the subject matter hereof and supersedes

all prior oral or written agreements and understandings relating to the subject matter hereof. No statement, representation, warranty,

covenant or agreement of any kind not expressly set forth in this Agreement shall affect, or be used to interpret, change or restrict,

the express terms and provisions of this Agreement. 




 




6.4.

Modifications and Amendments. The terms and provisions of this Agreement may be modified or amended only by written

agreement executed by all parties hereto.




 




6.5.

Waivers and Consents. The terms and provisions of this Agreement may be waived, or consent for the departure therefrom

granted, only by a written document executed by the party entitled to the benefits of such terms or provisions. No such waiver

or consent shall be deemed to be or shall constitute a waiver or consent with respect to any other terms or provisions of this

Agreement, whether or not similar. Each such waiver or consent shall be effective only in the specific instance and for the purpose

for which it was given, and shall not constitute a continuing waiver or consent.




 




6.6.

Assignment. The rights and obligations under this Agreement may not be assigned by either party hereto without the

prior written consent of the other party.




 




6.7.

Benefit. All statements, representations, warranties, covenants and agreements in this Agreement shall be binding

on the parties hereto and shall inure to the benefit of the respective successors and permitted assigns of each party hereto.

Nothing in this Agreement shall be construed to create any rights or obligations except among the parties hereto, and no person

or entity shall be regarded as a third-party beneficiary of this Agreement.




 




6.8.

Governing Law. This Agreement and the rights and obligations of the parties hereunder shall be construed in accordance

with and governed by the laws of New York applicable to contracts wholly performed within the borders of such state, without giving

effect to the conflict of law principles thereof.




 




6.9.

Severability. In the event that any court of competent jurisdiction shall determine that any provision, or any portion

thereof, contained in this Agreement shall be unreasonable or unenforceable in any respect, then such provision shall be deemed

limited to the extent that such court deems it reasonable and enforceable, and as so limited shall remain in full force and effect.

In the event that such court shall deem any such provision, or portion thereof, wholly unenforceable, the remaining provisions

of this Agreement shall nevertheless remain in full force and effect.




 




6.10.

No Waiver of Rights, Powers and Remedies. No failure or delay by a party hereto in exercising any right, power or

remedy under this Agreement, and no course of dealing between the parties hereto, shall operate as a waiver of any such right,

power or remedy of such party. No single or partial exercise of any right, power or remedy under this Agreement by a party hereto,

nor any abandonment or discontinuance of steps to enforce any such right, power or remedy, shall preclude such party from any

other or further exercise thereof or the exercise of any other right, power or remedy hereunder. The election of any remedy by

a party hereto shall not constitute a waiver of the right of such party to pursue other available remedies. No notice to or demand

on a party not expressly required under this Agreement shall entitle the party receiving such notice or demand to any other or

further notice or demand in similar or other circumstances or constitute a waiver of the rights of the party giving such notice

or demand to any other or further action in any circumstances without such notice or demand.




 




6.11.

Survival of Representations and Warranties. All representations and warranties made by the parties hereto in this

Agreement or in any other agreement, certificate or instrument provided for or contemplated hereby, shall survive the execution

and delivery hereof and any investigations made by or on behalf of the parties.




 











     



     



    



 




6.12.

No Broker or Finder. Each of the parties hereto represents and warrants to the other that no broker, finder or other

financial consultant has acted on its behalf in connection with this Agreement or the transactions contemplated hereby in such

a way as to create any liability on the other. Each of the parties hereto agrees to indemnify and save the other harmless from

any claim or demand for commission or other compensation by any broker, finder, financial consultant or similar agent claiming

to have been employed by or on behalf of such party and to bear the cost of legal expenses incurred in defending against any such

claim.




 




6.13.

Headings and Captions. The headings and captions of the various subdivisions of this Agreement are for convenience

of reference only and shall in no way modify or affect the meaning or construction of any of the terms or provisions hereof.




 




6.14.

Counterparts. This Agreement may be executed in one or more counterparts, all of which when taken together shall be

considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered

to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature

is delivered by facsimile transmission or any other form of electronic delivery, 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 signature

page were an original thereof.




 




6.15.

Construction. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. If an

ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties

hereto and no presumption or burden of proof will arise favoring or disfavoring any party hereto because of the authorship of

any provision of this Agreement. The words “include,” “includes,” and “including”

will be deemed to be followed by “without limitation.” Pronouns in masculine, feminine, and neuter genders

will be construed to include any other gender, and words in the singular form will be construed to include the plural and vice

versa, unless the context otherwise requires. The words “this Agreement,” “herein,” “hereof,”

“hereby,” “hereunder,” and words of similar import refer to this Agreement as a whole and

not to any particular subdivision unless expressly so limited. The parties hereto intend that each representation, warranty, and

covenant contained herein will have independent significance. If any party hereto has breached any representation, warranty, or

covenant contained herein in any respect, the fact that there exists another representation, warranty or covenant relating to

the same subject matter (regardless of the relative levels of specificity) which such party hereto has not breached will not detract

from or mitigate the fact that such party hereto is in breach of the first representation, warranty, or covenant.




 




6.16.

Mutual Drafting. This Agreement is the joint product of the Subscriber and the Company and each provision hereof has

been subject to the mutual consultation, negotiation and agreement of such parties and shall not be construed for or against any

party hereto.




 




7.

Voting and Tender of Shares. Subscriber agrees to vote the Shares in favor of an initial business combination that

the Company negotiates and submits for approval to the Company’s stockholders and shall not seek redemption with respect

to such Shares. Additionally, the Subscriber agrees not to tender any Shares in connection with a tender offer presented to the

Company’s stockholders in connection with an initial business combination negotiated by the Company.




 




8.

Indemnification. Each party shall indemnify the other against any loss, cost or damages (including reasonable attorney’s

fees and expenses) incurred as a result of such party’s breach of any representation, warranty, covenant or agreement in

this Agreement.




 




[Signature

Page Follows]




 






















     



     



    



 




If

the foregoing accurately sets forth our understanding and agreement, please sign the enclosed copy of this Agreement and return

it to us.




 




	 	Very

    truly yours,
	 	 
	 	CLARIM

    ACQUISITION CORP.
	 	 	 
	 	By:	/s/

    James F. McCann
	 	 	Name:	James

    F. McCann
	 	 	Title:	Chief Executive

    Officer



 




	Accepted

    and agreed as of the date first written above.	 
	 	 
	CLARIM

    PARTNERS, LLC	 
	 	 
	By:	/s/

    James F. McCann	 
	 	Name:	James

    F. McCann	 
	 	Title:	Sole Member	 



 




[Signature

Page to Securities Subscription Agreement]