Exhibit 10.9


 


GR SLEEP LLC WARRANTS PURCHASE AGREEMENT


 


THIS GR SLEEP LLC WARRANTS
PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”),
dated as of September 24, 2021, is entered into by and between Thrive Acquisition Corporation, a Cayman Islands exempted company (the
“Company”), and GR Sleep 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 Class A ordinary share of the Company, par value $0.0001 per share (a “Share”), and one-half 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, as amended, filed with the U.S. Securities and Exchange Commission, No. 333-259418 (the “Registration
Statement”), under the Securities Act of 1933, as amended (the “Securities Act”).


 


WHEREAS, the Purchaser has
agreed to purchase, at a price of $1.00 per warrant, an aggregate of 1,606,061 warrants (and up to 175,206 additional warrants depending
on the extent to which the underwriters in the Public Offering exercise their over-allotment option) (the “Private Placement
Warrants” or the “Securities”), 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, and, subject
to proper exercise of the Private Placement Warrants and against payment therefor, the Shares underlying such Private Placement Warrants,
to the Purchaser.


 


B. Purchase and Sale of the Private Placement
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 “IPO
Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 1,606,061
Private Placement Warrants at a price of $1.00 per Private Placement Warrant for an aggregate purchase price of $1,606,061 (the “Purchase
Price”). The Purchaser shall pay, at least one (1) business day prior to the IPO Closing Date, the Purchase Price by wire
transfer of immediately available funds, to accounts designated by the Company, including to the trust account (the “Trust
Account”), at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust
Company, acting as trustee, in accordance with the Company’s wiring instructions. On the IPO Closing Date, subject to receipt of
funds pursuant to the immediately prior sentence, the Company shall, at its option, deliver a certificate evidencing the Private Placement
Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.


 






     


     


    

 


(ii) On the date of the consummation
of the closing of the over-allotment 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 175,206 Private Placement Warrants (or, to the extent the over-allotment option
is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion of the over-allotment option that
is then exercised) at a price of $1.00 per Private Placement Warrant for an aggregate purchase price of up to $175,206 (if the over-allotment
option is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment
Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Company
or the Trust Account (as set forth in the wire instructions), at least one (1) business day prior to the applicable Over-allotment Closing
Date. On each Overallotment Closing Date, subject to receipt of funds pursuant to the immediately prior sentence, the Company shall, 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
are substantially identical to the warrants underlying the units to be offered in the Public Offering except that (a) the Private Placement
Warrants (including the underlying Shares issuable upon exercise of the Private Placement Warrants) will not, except in limited circumstances,
be transferable or salable until 30 days after the completion of the Company’s initial business combination (the “Business
Combination”) so long as they are held by the Purchaser or its permitted transferees, and (b) the Private Placement Warrants
are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will become freely tradable
only after the expiration of the lockup described above in clause (a) and they are registered pursuant to the Registration Rights Agreement
(as defined below) or an exemption from registration is available, and the restrictions described above in clause (a) have expired and
(c) each Private Placement Warrant shall have the terms set forth for private placement warrants in a Warrant Agreement to be entered
into by the Company and a warrant agent in connection with the Public Offering (the “Warrant Agreement”).


 


(ii) On or prior to the IPO
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, among other things, 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. 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.


 






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B. Authorization; No Breach.


 


(i) The execution, delivery
and performance of this Agreement and the Private Placement Warrants, and, subject to proper exercise of the Private Placement Warrants
and against payment therefor, the Shares underlying such Private Placement Warrants, have been duly authorized by the Company. This Agreement
constitutes the valid and binding obligation of the Company, 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). 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 as of each Closing Date.


 


(ii) The execution and delivery by the Company of
this Agreement and the Private Placement Warrants, 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
ordinary shares 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 Company’s
amended and restated memorandum and articles of association (each, 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, and upon registration in the Company's register
of members, 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, and
upon registration in the Company's register of members, the Purchaser will have good title to the Private Placement Warrants purchased
by it, including 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.
Assuming the accuracy of the representations and warranties made by the Purchaser in this Agreement, no consent, approval, order or authorization
of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority is required
on the part of the Company in connection with the consummation of the transactions contemplated by this Agreement, except for applicable
requirements of the Securities Act.


 


E. Regulation D Qualification.
Neither the Company nor, to its actual knowledge, any of its affiliates, members, 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.


 






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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 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 do not and shall not as
of each Closing Date (a) conflict with or result in a breach by the Purchaser 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 Purchaser’s equity 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 Purchaser’s organizational
documents 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 Purchaser is subject, or any agreement, instrument, order, judgment or decree to which the Purchaser
is subject, except for any filings required after the date hereof under federal or state securities laws.


 


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 its own account, and not with a view towards, or for resale in connection with, any public
sale or distribution thereof.


 


(ii) 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.


 


(iii) 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. 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.


 


(iv) 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.


 






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(v) 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.


 


(vi) 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 resale of 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 reflecting its status as an entity that is not a shell company.


 


(vii) 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.


 


(viii) The Purchaser understands
that the Private Placement Warrants shall bear the legend substantially in the form set forth in the Warrant Agreement and be subject
to appropriate “stop transfer restrictions.”


 


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.


 






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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 the Warrant Agreement and the Registration Rights Agreement, in
each case 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 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 the Warrant Agreement.


 


Section 6. Termination.


 


This Agreement may be terminated
at any time after March 18, 2022 upon the election by either the Company or the Purchaser upon written notice to the other party if the
closing of the Public Offering has not occurred prior to such date.


 


Section 7. Survival of
Representations and Warranties.


 


All of the representations
and warranties contained herein shall survive the applicable 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.


 






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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 (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 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 or other electronic transmission shall be valid and effective to bind the party so signing.


 


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 giving effect to conflicts of law principles that would result in the application
of the laws of another jurisdiction.


 


F. Amendments. This
Agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed by the 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:
	 	 
	 	THRIVE ACQUISITION CORPORATION
	 	 
	 	By:	/s/ Charles Jobson   
	 	 	Name: 	 Charles Jobson
	 	 	Title:	Chief Executive Officer
	 	 
	 	PURCHASER:
	 	 
	 	GR SLEEP LLC
	 	 
	 	By:	/s/ Peter Graham
	 	 	Name:	Peter Graham
	 	 	Title:	Authorized Signatory




 
[Signature Page to Private Placement Warrants
Purchase Agreement]