Exhibit 10.6


 


SPONSOR
WARRANTS PURCHASE AGREEMENT


 


THIS
SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of [●], 2021 (as it may from time to time be amended, this “Agreement”),
is entered into by and between Noble Rock Acquisition Corporation, a Cayman Islands exempted company (the “Company”),
and Noble Rock Sponsor LLC, a Cayman Islands 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 Class A ordinary share of the Company, par value $0.0001 per share (each, an “Ordinary Share”),
and one-half of one redeemable warrant;


 


Each
whole warrant entitles the holder to purchase one Ordinary Share at an exercise price of $11.50 per Ordinary Share; and


 


The
Purchaser has agreed to purchase an aggregate of 6,000,000 warrants (or up to 6,600,000 warrants depending on the extent to which
the underwriters in the Public Offering exercise their over-allotment option) (the “Sponsor Warrants”), each
Sponsor Warrant entitling the holder to purchase one Ordinary Share at an exercise price of $11.50 per Ordinary 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 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 consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser
and the Company (the “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser
shall purchase from the Company, 6,000,000 Sponsor Warrants at a price of $1.00 per warrant for an aggregate purchase price of
$6,000,000.00 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to
the Company at least one day prior to the Closing Date in accordance with the Company’s wiring instructions. On the Closing
Date, following the payment by the Purchaser of the Purchase Price by wire transfer of immediately available funds to the Company,
the Company, at its option, shall deliver a certificate evidencing the Sponsor 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 Sponsor Warrants.


 


(i)
Each Sponsor Warrant shall have the 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”).


 


(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 and the Ordinary Shares underlying the 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.
Incorporation and Corporate Power. The Company is an exempted company duly incorporated, validly existing and in good standing
under the laws of the Cayman Islands 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 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 Closing Date.


 


(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 Ordinary 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 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 share capital 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 memorandum and articles of association 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.


 






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C.
Title to Securities. Upon issuance in accordance with, and payment pursuant to, and registration in the register of members
of the Company, the terms hereof and the Warrant Agreement and the Amended and Restated Memorandum and Articles of Association
of the Company, the Ordinary Shares issuable upon exercise of the Sponsor Warrants will be duly and validly issued, fully paid
and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, the
Purchaser will have good title to the Sponsor Warrants and the Ordinary 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.


 


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 the 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 the 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 Ordinary 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 of 1933, as amended (the “Securities Act”).


 






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(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 decided to enter into this Agreement not as a result of any general solicitation or general advertising within the
meaning of Rule 502(c) of Regulation D under the Securities Act.


 


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


 


(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) in a registered transaction or
(2) sold in reliance on an exemption therefrom; and (b) except as specifically set forth in the Registration Rights Agreement,
neither the Company nor any other person is under any obligation to register the Securities under the Securities Act or any state
securities laws or to comply with the terms and conditions of any exemption thereunder. In this regard, the Purchaser understands
that the Securities and Exchange Commission (the “SEC”) has taken the position that promoters or affiliates
of a blank check company and their transferees, both before and after a 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, knows of the high degree of risk associated
with investments in the securities of companies in the development stage such as the Company, is capable of evaluating the merits
and risks of an investment in the Securities and is able to bear the economic risk of an investment in the Securities in the amount
contemplated hereunder for an indefinite period of time. The Purchaser has adequate means of providing for its current financial
needs and contingencies and will have no current or anticipated future needs for liquidity which would be jeopardized by the investment
in the Securities. The Purchaser can afford a complete loss of its investments in the Securities.


 






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(ix)
The Purchaser understands that the Sponsor 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 Sponsor Warrants
are subject to the fulfillment, on or before the 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 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 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 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 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 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 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. Termination. This Agreement may be terminated at any time after March 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.


 






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


 


D.
Descriptive Headings; Interpretation. The descriptive headings of this Agreement are inserted for convenience only and
do not constitute a substantive part of this Agreement. The use of the word “including” in this Agreement shall
be by way of example rather than by limitation.


 


E.
Governing Law. This Agreement shall be deemed to be a contract made under the laws of the State of New York and for all
purposes shall be construed in accordance with the internal laws of the State of New York.


 


F.
Amendments. This Agreement may not be amended, modified or waived as to any particular provision, except by a written instrument
executed by all parties hereto.


 


 


[Signature
page follows]


 






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


 





	 	COMPANY:
	 	 
	 	NOBLE
ROCK ACQUISITION CORPORATION
	 	 	 	 
	 	By:	 	 
	 	 	Name:	Whitney
    A. Bower
	 	 	Title:	Chief Executive Officer and Chairman


 


 





	 	PURCHASER:
	 	 
	 	NOBLE
    ROCK Sponsor LLC
	 	 	 	 
	 	By:	 	 
	 	 	Name:	Whitney
    A. Bower
	 	 	Title:	Chief
    Executive Officer and President


 


 


[Signature Page
to Sponsor Warrants Purchase Agreement]