EX-10.6



 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, this
“Agreement”), is entered into by and between Mason Industrial Technology, Inc., a Delaware corporation (the “Company”), and Mason Industrial Sponsor, LLC, a Delaware limited liability company (the
“Purchaser”). 
 WHEREAS, the Company intends to consummate a 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 (a “Share”), and one-third of one redeemable
warrant, each whole warrant exercisable for one Share at an exercise price of $11.50 per Share, as set forth in the Company’s registration statement on Form S-1 related to the Public Offering (the
“Registration Statement”); and 
 WHEREAS, the Purchaser has agreed to purchase from the Company an aggregate of 6,666,667
warrants (or up to 7,466,667 warrants if the over-allotment option in connection with the Public Offering is exercised in full) (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: 

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)        As payment in full for the 6,666,667 Sponsor Warrants being purchased under this Agreement,
Purchaser shall pay $10,000,000 (the “Purchase Price”), by wire transfer of immediately available funds in accordance with the Company’s wiring instructions, at least one (1) business day prior to the closing of the Public
Offering, or at such other date as the Company and the Purchaser may agree. 
 (ii)        In the
event that the over-allotment option is exercised in full or in part, Purchaser shall purchase up to an additional 800,000 Sponsor Warrants (the “Additional Sponsor Warrants”), in the same proportion as the amount of the
over-allotment option that is exercised, and simultaneously with such purchase of Additional Sponsor Warrants, as payment in full for the Additional Sponsor Warrants being purchased hereunder, and at least one (1) business day prior to the
closing of all or any portion of the over-allotment option, or on such other date as the Company and the Purchaser may agree, Purchaser shall pay $1.50 per Additional Sponsor Warrant, up to an aggregate amount of $1,200,000, by wire transfer of
immediately available funds in accordance with the Company’s wiring instructions. 







 (iii)        The closing of the purchase and sale of the
Sponsor Warrants shall take place simultaneously with the closing of the Public Offering (the “Initial Closing Date”). The closing of the purchase and sale of the Additional Sponsor Warrants, if applicable, shall take place
simultaneously with the closing of all or any portion of the over-allotment option (such closing date, together with the Initial Closing Date, the “Closing Dates” and each, a “Closing Date”). The closing of the
purchase and sale of each of the Sponsor Warrants and the Additional Sponsor Warrants shall take place at the offices of Cadwalader, Wickersham & Taft LLP, 200 Liberty Street, New York, New York 10281, or such other place as may be agreed
upon by the parties hereto. 
 C.        Terms of the Sponsor Warrants. 

(i)        The Sponsor 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”). Such terms include the fact that the Private Placement Warrants shall not be transferable, assignable or salable until 30 days
after the completion of an initial business combination, subject to certain exceptions set forth in the Warrant Agreement. 

(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 Sponsor Warrants and the 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 Dates) 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 Closing Dates. 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 Sponsor Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of the Closing Dates. 

  
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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 Closing Dates (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 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.        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. 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 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 Dates) 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 Dates 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. 

  
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 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. 
 (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 of 1933, as amended (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 Securities and Exchange Commission 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 certain 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. 

  
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 (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. 

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 Dates, 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 Dates 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 Dates. 

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 (the “Warrant Agreement”). 
 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 Dates, 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 Dates 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 Dates. 

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
the Warrant Agreement. 
 Section 6. Termination. This Agreement may be terminated at any time after [] upon the election by
either the Company or a Purchaser entitled to purchase a majority of the Sponsor Warrants upon written notice to the other parties 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 the
Closing Dates. 
 Section 8. Definitions. Terms used but not otherwise defined in this Agreement shall have the meaning assigned
to such terms in the Registration Statement. 
 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 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. The parties hereto irrevocably submit to
the exclusive jurisdiction of any federal court sitting in the Southern District of New York or any state court located in New York County, State of New York, over any suit, action or proceeding arising out of or relating to this Agreement. To the
fullest extent they may effectively do so under applicable law, the parties hereto irrevocably waive and agree not to assert, by way of motion, as a defense or otherwise, any claim that they are not subject to the jurisdiction of any such court, any
objection that they may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an
inconvenient forum. 

  
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 F.        Amendments. This letter 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:
	
	MASON INDUSTRIAL TECHNOLOGY, INC.
		
	By:	 	  

		 	Name:
		 	Title:
	
	MASON INDUSTRIAL SPONSOR, INC.
		
	By:	 	  

		 	Name:
		 	Title:



  
 [Signature Page to
Private Placement Warrants Purchase Agreement]