Exhibit 10.6


 


SPONSOR WARRANTS PURCHASE AGREEMENT


 


THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as
of September 14, 2021 (this “Agreement”), is entered into by and between Endurance Acquisition Corp., a Cayman Islands
exempted company (the “Company”), and Endurance Antarctica Partners, 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 of the Company’s
Class A ordinary shares, par value $0.0001 per share (each, a “Share”), and one-half 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 now wishes to purchase an
aggregate of 6,630,000 warrants (or 7,230,000 warrants if the underwriters’ over-allotment option is exercised in full) (the “Warrants”),
each Warrant entitling the holder thereof 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 Warrants.


 


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


 


B.           
Purchase and Sale of the Warrants.


 


(i)         
On the date of the consummation of the Public Offering or on such earlier date as may be mutually agreed upon by the Purchaser and the
Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase
from the Company, 6,630,000 Warrants at a price of $1.00 per Warrant for an aggregate purchase price of $6,630,000 (the “Purchase
Price”), which shall be paid by wire transfer of immediately available funds to the Company at least one business day prior
to the Initial Closing Date in accordance with the Company’s wiring instructions. On the Initial 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 Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser, or
effect such delivery in book-entry form.





 






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(ii)        
On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier
time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date,”
and, each Over-allotment Closing Date (if any) together with the Initial Closing Date, being sometimes referred to herein as a “Closing
Date,” or the “Closing Dates”), the Company shall issue and sell to the Purchaser, and the Purchaser shall
purchase from the Company, up to 7,230,000 Warrants at a price of $1.00 per warrant for an aggregate purchase price of up to $7,230,000
(if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”),
which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions.
On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price by wire transfer of immediately
available funds to the Company, the Company shall, at its option, deliver a certificate evidencing the Warrants purchased 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 Warrants.


 


(i)          
Each Warrant shall have its 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 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 Warrants and the Shares underlying the Warrants.


 


Section 2.              
Representations and Warranties of the Company. As a material inducement to the Purchaser to enter into this Agreement and purchase
the 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 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.


 









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B.            
Authorization; No Breach.


 


(i)          
The execution, delivery and performance of this Agreement and the Warrants have been duly authorized by the Company as of the Initial
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 Warrants will constitute
valid and binding obligations of the Company, enforceable in accordance with their terms as of the Closing Dates.


 


 


(ii)        
The execution and delivery by the Company of this Agreement and the Warrants, the issuance and sale of the Warrants, the issuance of the
Shares upon exercise of the 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 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 memorandum and articles
of association of the Company 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 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 Warrants and the
Shares issuable upon exercise of such 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.


 


E.             Regulation
D Qualification. Neither the Company nor, to its knowledge, any of its affiliates, officers, directors or beneficial
shareholders of 20% or more of its outstanding securities, has experienced a disqualifying event as enumerated pursuant to Rule
506(d) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”).


 






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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 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.


 


C.            
Investment Representations.


 


(i)          
The Purchaser is acquiring the Warrants and, upon exercise of the 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.


 






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(iv)       
The Purchaser’s decision to enter into this Agreement was not the 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. 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 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, 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 investment in the Securities.


 






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Section 4.              
Conditions of the Purchaser’s Obligations. The obligations of the Purchaser to purchase and pay for the 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.


 


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.


 


D.           
Warrant Agreement. The Company shall have entered into a Warrant Agreement with a warrant agent on terms satisfactory to the Company.


 






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Section 6.              
Termination. This Agreement may be terminated at any time after December 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 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.


 


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:
	 	 
	 	ENDURANCE ACQUISITION CORP.
	 	 
	 	By:	/s/ Romeo A. Reyes
	 	 	Name:	Romeo A. Reyes
	 	 	Title:	Chief Financial Officer
	 	 
	 	PURCHASER:
	 	 
	 	ENDURANCE ANTARCTICA PARTNERS, LLC
	 	 	 
	 	By:	/s/ Chandra R. Patel
	 	 	Name:	Chandra R. Patel
	 	 	Title:  	Authorized Signatory


 


[Signature Page to Sponsor Warrants Purchase
Agreement]