Exhibit 10.6


 


PRIVATE PLACEMENT


WARRANTS PURCHASE AGREEMENT


 


THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT,
dated as of ________, 2021 (this “Agreement”), is entered into by and between Galliot Acquisition Corp., a Delaware
corporation (the “Company”), and Galliot Holdings, 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 (a “Share”), and one-fourth 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 5,000,000 warrants (or 5,500,000 warrants if the underwriters’ over-allotment option is exercised in full) (the “Warrants”),
each 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 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)  As
payment in full for the 5,000,000 Warrants being purchased under this Agreement, the Purchaser shall pay $1.50 per Warrant for an aggregate
amount of $7,500,000 (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 on such other
date as the Company and the Purchaser may agree.


 


(ii)  In
the event that the underwriters’ over-allotment option is exercised in full, the Purchaser shall purchase up to an additional 500,000
Warrants (the “Additional Warrants”), in the same proportion as the amount of the over-allotment option that is exercised,
and simultaneously with such purchase of Additional Warrants, as payment in full for the Additional 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, the Purchaser shall pay $1.50 per Additional Warrant, up to an aggregate amount of $750,000,
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 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 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 Warrants and the
Additional Warrants shall take place at the offices of Davis Polk & Wardwell LLP, 450 Lexington Avenue, New York, New York 10017,
or such other place as may be agreed upon by the parties hereto.


 




     


     


    

C.  Terms
of the Warrants.


 


(i)  The
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 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 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 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 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 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 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 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 stockholders
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”).


 


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.


 


(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.


 


(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 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.


 




     


     


    

D.  Warrant
Agreement. The Company shall have entered into the Warrant Agreement.


 


Section 6.  Termination.
This Agreement may be terminated at any time after July 31, 2021 upon the election by either the Company or a Purchaser entitled to purchase
a majority of the 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 (including via e-signature) 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 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]


 




     


     


    

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


 


	 	COMPANY:
	 	 
	 	GALLIOT ACQUISITION CORP.
	 	 


	 	By:	 
	 	 	Name: Scott W. Wagner
	 	 	Title: Chief Executive Officer
	 	 	 


	 	GALLIOT HOLDINGS, LLC
	 	 


	 	By:	 
	 	 	Name: James H. Greene, Jr. 
	 	 	Title: Authorized Signatory


 


[Signature Page to Private Placement Warrants
Purchase Agreement]