Exhibit 10.6


 


PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT


 


THIS PRIVATE PLACEMENT WARRANTS PURCHASE
AGREEMENT, dated as of January 7, 2021 (as it may from time to time be amended and including all exhibits referenced herein,
this “Agreement”), is entered into by and between KL Acquisition Corp, a Delaware corporation (the “Company”),
and KL 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 the Company’s Class A common stock, par value $0.0001 per share (each, a “Share”), and one-third
of one redeemable warrant. Each whole warrant entitles the holder to purchase one Share at an exercise price of $11.50 per Share;
and


 


WHEREAS, the Purchaser has agreed to purchase
an aggregate of 4,666,667 warrants (or 5,166,667 warrants if the underwriters’ over-allotment option is exercised in full)
(the “Private Placement Warrants”), each Private Placement 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 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.


 


On the date of the consummation of the
Public Offering and concurrently with the consummation thereof, 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, 4,666,667 Private Placement Warrants at a price of $1.50 per warrant for an aggregate purchase
price of $7,000,000 (or up to 5,166,667 Private Placement Warrants for an aggregate purchase price of $7,750,000 if the underwriters’
over-allotment option is exercised in full) (the “Purchase Price”). The Purchase Price shall be paid by wire
transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one
business day prior to the date of effectiveness of the registration statement on Form S-1 (File No. 333-251398)
filed in connection with the Public Offering. On the Closing Date, the Company, shall either, at its option, 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) The Private Placement 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”).


 


(ii) At or prior to the time of the
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 Private
Placement Warrants and the 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. 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 Warrant Agreement have been duly authorized and approved by the Company as of each Closing Date. 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 Private Placement Warrants
will constitute valid and binding obligations of the Company, enforceable in accordance with their terms.


 


(ii) The execution and delivery by
the Company of this Agreement and the Warrant Agreement, the issuance and sale of the Private Placement Warrants, the issuance
of the 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, action, notice, declaration or filing, in each case, by or to 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 Private Placement Warrants
will be duly and validly issued and the 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 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.


 


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 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 that would materially impact its ability to
perform its obligations hereunder.


 


C. Investment Representations.


 


(i) The Purchaser is acquiring the
Private Placement Warrants and, upon exercise of the Private Placement 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 of the Securities Act of 1933, as amended (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 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.


 


(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. While the Purchaser understands that Rule 144 under the
Securities Act is not available for the resale of securities initially issued by shell companies (other than business combination
related shell companies) or issuers that have been at any time previously a shell company, the Purchaser understands that Rule 144
includes an exception to this prohibition if the following conditions are met: (i) the issuer of the securities that was formerly
a shell company has ceased to be a shell company; (ii) the issuer of the securities is subject to the reporting requirements
of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (iii) the
issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding
12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports;
and (iv) at least one year has elapsed from the time that the issuer filed current Form 10 type information with the
Securities and Exchange Commission (the “SEC”) reflecting its status as an entity that is not a shell company.


 






     


     


    

 


(viii) The Purchaser has knowledge
and experience in financial and business matters, understands 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 investment in the Securities.


 


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 a Warrant Agreement with a warrant agent and the Registration Rights
Agreement, each on terms satisfactory to the Purchaser.


 


E. 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.


 


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.


 


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 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.


 






     


     


    

 


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 in connection with the Public Offering.


 


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 without the
prior written consent of the other party hereto, other than assignments by the Purchaser to its affiliates (including, without
limitation, one or more of its members).


 


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 needs to contain the signatures of more than one party,
but all such counterparts taken together shall constitute one and the same agreement. In the event that any signature is delivered
by facsimile transmission or by e-mail delivery of a “pdf” format data file, 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 facsimile or “.pdf” signature page were an original thereof.


 


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 regard to the conflicts of laws principles thereof.


 


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]


 




     


     


    

 


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


 


	 	COMPANY:
	 	 
	 	KL ACQUISITION CORP, a Delaware corporation
	 	 	 
	 	By:	/s/ Doug Logigian
	 	 	Name:	Doug Logigian
	 	 	Title:	Chief Executive Officer



 


	 	PURCHASER:
	 	 
	 	KL SPONSOR LLC, a Delaware limited liability company
	 	 	 
	 	By:	/s/ Doug Logigian
	 	 	Name:	Doug Logigian
	 	 	Title:	Authorized Signatory



 


[Signature Page to Private Placement
Warrants Purchase Agreement]