Exhibit 10.6


 


WARRANT PURCHASE AGREEMENT


 


[●], 2021


 


THIS WARRANT PURCHASE AGREEMENT (this “Agreement”),
is entered into by and between Compute Health Acquisition Corp., a Delaware corporation (the “Company”),
and Compute Health Sponsor LLC, a Delaware limited liability company (the “Purchaser”).


 


WHEREAS, the Company intends to consummate
an initial public offering of the Company’s units (the “Public Offering”), each unit consisting
of one share of Class A common stock of the Company, par value $0.0001 per share (a “Share”), and one-quarter
of one redeemable warrant, each whole warrant entitling the holder to purchase one 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,
File No. 333-[●] (the “Registration Statement”), under the Securities Act of 1933, as amended (the
“Securities Act”); and


 


WHEREAS, pursuant to this Agreement, the
Purchaser has agreed to purchase up to an aggregate of 11,333,333 warrants (and up to 12,833,333 warrants depending on the extent
to which the underwriters in the Public Offering exercise their over-allotment option (the “Option”))
(the “Sponsor Warrants”), each Sponsor 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:


 


Section 1. Authorization, Purchase
and Sale; Terms of the Sponsor Warrants.


 


A. Authorization
of the Sponsor Warrants. The Company has duly authorized the issuance and sale of the Sponsor Warrants to the Purchaser.


 


B. Purchase
and Sale of the Sponsor Warrants.


 


(i) On
the date of the initial 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, 11,333,333 Sponsor Warrants at a price of $1.50 per warrant for an aggregate purchase
price of up to $17,000,000 (such aggregate purchase price for such Sponsor Warrants, the “Purchase Price”),
which shall be paid by wire transfer of immediately available funds to the Company at least one (1) business day prior to the effective
date of the Registration Statement in accordance with the wiring instructions provided by the Company to Purchaser.


 






     


     

    

 


(ii) On
the consummation of the closing of the 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 (an “Over-allotment Closing Date,” and each
Over-allotment Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue
and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 1,500,000 Sponsor Warrants (or, to the extent
the Option is not exercised in full, a lesser number of Sponsor Warrants in proportion to the portion of the Option that is then
exercised) at a price of $1.50 per warrant for an aggregate purchase price of up to $2,250,000 (such aggregate purchase price for
such Sponsor Warrants, the “Over-allotment Purchase Price”), which shall be paid by wire transfer of
immediately available funds to the Company at least one (1) business day prior to such Over-allotment Closing Date in accordance
with the wiring instructions provided by the Company to Purchaser.


 


(iii) On
each Closing Date, following the payment by the Purchaser of the Purchase Price or Over-Allotment Purchase Price, as applicable,
by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, the Company,
at its option, shall deliver a certificate to the Purchaser evidencing the Sponsor Warrants purchased on such Closing Date duly
registered in the Purchaser’s name or effect such delivery in book-entry form.


 


C. Terms
of the Sponsor Warrants.


 


(i) Each
Sponsor Warrant shall have the terms set forth in a Warrant Agreement (the “Warrant Agreement”) to be
entered into by the Company and a warrant agent, which Warrant Agreement shall also govern the terms for the warrants to be sold
in the Public Offering. All Sponsor Warrants will be subject to the same Warrant Agreement and will have the same terms.


 


(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 Sponsor Warrants purchased by the Purchaser and the shares underlying such Sponsor Warrants.


 


Section 2. Representations and Warranties
of the Company. As a material inducement to the Purchaser to enter into this Agreement and purchase the Sponsor Warrants, the
Company hereby represents and warrants to the Purchaser (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 Sponsor Warrants have been duly authorized by the Company as of the
applicable 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 Sponsor Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as
of the applicable Closing Date.


 






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(ii) The
execution and delivery by the Company of this Agreement and the Sponsor Warrants, the issuance and sale of the Sponsor Warrants,
the issuance of the shares upon exercise of the Sponsor Warrants and the fulfillment of and compliance with the respective terms
hereof and thereof by the Company, do not and will not as of the applicable 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 or the by-laws of the Company
(as in effect on the date hereof or as may be amended up to the applicable Closing Date), 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 shares
issuable upon exercise of the Sponsor Warrants will be duly and validly issued, fully paid and nonassessable. On the date of issuance
of the Sponsor Warrants, the shares issuable upon exercise of the Sponsor 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 Sponsor Warrants purchased by it and the shares issuable upon exercise of such Sponsor 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, except for applicable requirements of 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 Sponsor 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.


 






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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.


 


C. Investment
Representations.


 


(i) The
Purchaser is acquiring the Sponsor Warrants and, upon exercise of the Sponsor 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 Purchaser has not experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the
Securities Act.


 


(iii) The
Purchaser understands that the Securities are being offered and will be sold to it in reliance on specific exemptions from the
registration requirements of the United States federal and state securities laws and that the Company is relying upon the truth
and accuracy of, and the Purchaser’s compliance with, the representations and warranties of the Purchaser set forth herein
in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire such Securities.


 


(iv) The
Purchaser did not decide to enter into this Agreement as a result of any general solicitation or general advertising within the
meaning of Rule 502(c) 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.


 






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(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 transaction 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 Securities and Exchange Commission has taken the position that promoters or affiliates of a blank check company and their
transferees, both before and after a Business Combination (as defined in the Warrant Agreement), 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 understands that the Sponsor Warrants will bear the legend substantially in the form set forth in the Warrant Agreement.


 


(ix) 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.


 


Section 4. Conditions of the Purchaser’s
Obligations. The obligations of the Purchaser to purchase and pay for the Sponsor Warrants is subject to the fulfillment, on
or before the applicable Closing Date, of each of the following conditions:


 


A. Representations
and Warranties. The representations and warranties of the Company contained in Section 2 shall be true and correct at and as
of the applicable 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 the applicable 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. The Company shall have entered into a Warrant Agreement with a warrant agent 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
the applicable 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 the applicable 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 the applicable 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. The Company shall have entered into a Warrant Agreement with a warrant agent on terms satisfactory to the Company.


 


Section 6. Survival of Representations
and Warranties. All of the representations and warranties contained herein shall survive the applicable Closing Date.


 


Section 7. Definitions. Terms
used but not otherwise defined in this Agreement shall have the meaning assigned to such terms in the Registration Statement.


 


Section 8. 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.


 






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C. Notices.
All written notices provided for herein shall be in writing and be given in person or by means of facsimile or other electronic
communication (with request for assurance of receipt in a manner typical with respect to communication of that type), by overnight
courier or by mail, and shall become effective: (a) on delivery if given in person; (b) on the date of transmission if sent by
facsimile or other electronic communication; (c) one (1) business day after delivery to the overnight service or (d) four (4) business
days after being mailed, with proper postage and documentation, for first-class registered or certified mail, prepaid. All notices
shall be addressed to the addresses listed in Exhibit A hereto.


 


D. Counterparts.
This Agreement may be executed simultaneously in two (2) 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.


 


E. 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.


 


F. 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.


 


G. 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.


 





	 	PURCHASER:
	 	 
	 	COMPUTE HEALTH SPONSOR LLC
	 	 
	 	By:	 
	 	Name:	Joshua Fink
	 	Title:	Co-Chief Executive Officer


 


AGREED AND ACCEPTED:


 


COMPANY:


 


	COMPUTE HEALTH ACQUISITION CORP.	 
	 	 	 
	By:	 	 
	Name:	Joshua Fink	 
	Title:	Co-Chief Executive Officer	 



 






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Exhibit A


 


Notices


 


If to the Purchaser:


 


Compute Health Sponsor LLC

1105 North Market Street, Suite 1300

Wilmington, DE 19801

Telephone: (212) 829-3500

Email: [●]


 


If to the Company:


 


Compute Health Acquisition Corp.

1105 North Market Street, Suite 1300

Wilmington, DE 19801

Telephone: (212) 829-3500

Email: [●]


 


 


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