EXHIBIT 10.6


 


 


PRIVATE PLACEMENT WARRANT PURCHASE AGREEMENT


 


This WARRANT PURCHASE AGREEMENT
(this “Agreement”) is made as of this 19th day of November, 2021, by and between Mana Capital Acquisition
Corp., a Delaware company (the “Company”), having its principal place of business at 8 The Green, Suite #12490,
Dover, Delaware 19901 and Mana Capital LLC, a Delaware limited liability (the “Purchaser”).


 


WHEREAS, the Company desires to
sell on a private placement basis (the “Offering”) an aggregate of 2,500,000 warrants (the “Private
Warrants”) of the Company for a purchase price of $1.00 per Private Warrant. Each Private Warrant entitles the holder thereof
to purchase one share of the common stock of the Company (the “Warrant Shares”) to be governed by this Warrant
Purchase Agreement.


 


WHEREAS, the Purchaser desires
to purchase an aggregate of 2,500,000 Private Warrants and the Company wishes to accept such subscription.


 


NOW, THEREFORE, in consideration
of the promises and the mutual covenants hereinafter set forth and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Company and the Purchaser hereby agree as follows:


 


1.      Agreement to Subscribe


 


1.1. Purchase and Issuance
of the Private Warrants. For the aggregate sum of up to $2,500,000 (the “Purchase Price”), upon the terms
and subject to the conditions of this Agreement, the Purchaser hereby agrees to purchase from the Company, and the Company hereby agrees
to sell to the Purchaser, on the Closing Date (as defined in Section 1.2) 2,500,000 Private Warrants at $1.00 per Private Warrant.


 


1.2. Closing. The closing
of the purchase and sale of the Private Warrants shall take place at the offices of Becker & Poliakoff, LLP, 45 Broadway, 17th
Floor New York, New York, 10006 simultaneously with the consummation of the Company’s initial public offering (“IPO”)
of 6,200,000 units (or up to 7,130,000 units if the underwriters exercise the over-allotment option in full) (the “Closing
Date”).


 


1.3. Delivery of the Purchase
Price. At least one business day prior to the effective date of the Company’s registration statement relating to the IPO as
filed with the Securities and Exchange Commission (SEC File No. 333-260360) (“Registration Statement”), the
Purchaser agrees to deliver the Purchase Price, as the case may be, by certified bank check or wire transfer of immediately available
funds denominated in United States Dollars to Continental Stock Transfer & Trust Company, the Company’s transfer agent, which
is hereby irrevocably authorized to deposit a portion of such funds on the Closing Date to the trust account which will be established
for the benefit of the Company’s public shareholders, managed pursuant to that certain Investment Management Trust Agreement to
be entered into by and between the Company and Continental Stock Transfer & Trust Company and into which substantially all of the
proceeds of the IPO will be deposited (the “Trust Account”). If the IPO is not consummated within 14 days of
the date the Purchase Price is delivered to Continental Stock Transfer & Trust Company, the Purchase Price shall be returned to the
Purchaser by certified bank check or wire transfer of immediately available funds denominated in United States Dollars, without interest
or deduction.


 


1.4. Delivery of Warrant.
Upon the applicable Closing Date after delivery of the Purchase Price in accordance with Section 1.3, the Purchaser shall become irrevocably
entitled to receive a certificate of warrant representing the warrants purchased hereunder.


 




    	 



    	 



    

 


2.      Representations
and Warranties of the Purchaser


 


The Purchaser represents and warrants
to the Company that:


 


2.1. No Government Recommendation
or Approval. It understands that no United States federal or state agency or similar agency of any other country has passed upon or
made any recommendation or endorsement of the Company, the Offering, the Private Warrants or the Warrant Shares (the Private Warrants
and Warrant Shares may collectively be referred to herein as the “Securities”).


 


2.2. Organization. It is
validly existing and in good standing under the laws of the State of Delaware and possesses all requisite power and authority necessary
to carry out the transactions contemplated by this Agreement.


 


2.3. Private Offering.
It is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as
amended (the “Securities Act”). It acknowledges that the sale contemplated hereby is being made in reliance
on a private placement exemption to “Accredited Investors” within the meaning of Section 501(a) of Regulation D under the
Securities Act.


 


2.4.
Authority. This Agreement has been validly authorized, executed and delivered by the Purchaser and is a valid and binding agreement
enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent
conveyance or similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity
(regardless of whether enforcement is sought in a proceeding at law or in equity). 


 


2.5. No Conflicts. The
execution, delivery and performance of this Agreement and the consummation by the Purchaser of the transactions contemplated hereby do
not violate, conflict with or constitute a default under (i) the Purchaser’s organizational documents, (ii) any agreement, indenture
or instrument to which the Purchaser is a party or (iii) any law, statute, rule or regulation to which the Purchaser is subject, or any
agreement, order, judgment or decree to which the Purchaser is subject.


 


2.6. No Legal Advice from Company.
It acknowledges it has had the opportunity to review this Agreement and the transactions contemplated by this Agreement and the other
agreements entered into between the parties hereto with its own legal counsel and investment and tax advisors. Except for any statements
or representations of the Company made in this Agreement and the other agreements entered into between the parties hereto, it is relying
solely on such counsel and advisors and not on any statements or representations of the Company or any of its representatives or agents
for legal, tax or investment advice with respect to this investment, the transactions contemplated by this Agreement or the securities
laws of any jurisdiction. Purchaser understands and acknowledges that the law firm of Becker & Poliakoff LLP is not acting as counsel
or providing legal advice to Purchaser.


 


2.7. Access to Information;
Independent Investigation. Prior to the execution of this Agreement, it has had the opportunity to ask questions of and receive answers
from representatives of the Company concerning an investment in the Company, as well as the finances, operations, business and prospects
of the Company, and the opportunity to obtain additional information to verify the accuracy of all information so obtained. In determining
whether to make this investment, it has relied solely on its own knowledge and understanding of the Company and its business based upon
its own due diligence investigation and the information furnished pursuant to this paragraph. It understands that no person has been authorized
to give any information or to make any representations which were not furnished pursuant to this Section 2 and it has not relied on any
other representations or information in making its investment decision, whether written or oral, relating to the Company, its operations
and/or its prospects.


 


2.8. Reliance on Representations
and Warranties. It understands the Securities are being offered and sold to it in reliance on exemptions from the registration requirements
under the Securities Act, and analogous provisions in the laws and regulations of various states, and that the Company is relying upon
the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth in
this Agreement in order to determine the applicability of such provisions.


 




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2.9. No Advertisements.
It is not subscribing for the Securities as a result of or subsequent to any advertisement, article, notice or other communication published
in any newspaper, magazine, or similar media or broadcast over television or radio, or presented at any seminar or meeting.


 


2.10. Legend. It acknowledges
and agrees the certificate(s) evidencing the Securities shall bear a restrictive legend (the “Legend”), in form
and substance as set forth in Section 4 hereof, prohibiting the offer, sale, pledge or transfer of the Securities, except (i) pursuant
to an effective registration statement covering these securities under the Securities Act or (ii) pursuant to any other exemptions from
the registration requirements under the Securities Act and such laws which, in the opinion of counsel for the Company, is available.


 


2.11. Experience, Financial
Capability and Suitability. It is (i) sophisticated in financial matters and is able to evaluate the risks and benefits of the investment
in the Securities and (ii) able to bear the economic risk of his investment in the Securities for an indefinite period of time because
the Securities have not been registered under the Securities Act and therefore cannot be sold unless subsequently registered under the
Securities Act or an exemption from such registration is available. It has substantial experience in evaluating and investing in transactions
of securities in companies similar to the Company so that it is capable of evaluating the merits and risks of its investment in the Company
and has the capacity to protect its own interests. It has substantial experience in evaluating and investing in transactions of securities
in companies similar to the Company so that it is capable of evaluating the merits and risks of its investment in the Company and has
the capacity to protect its own interests.


 


2.12. Investment Purposes.
It is purchasing the Securities solely for investment purposes, for its own account and not for the account or benefit of any other person,
and not with a view towards the distribution or dissemination thereof and it has no present arrangement to sell the interest in the Securities
to or through any person or entity.


 


2.13. Restrictions on Transfer.
It acknowledges and understands the Securities are being offered in a transaction not involving a public offering in the United States
within the meaning of the Securities Act. If the Purchaser decides to offer, resell, pledge or otherwise transfer the Securities, such
Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under
the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act (“Rule
144”), if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities
Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. It agrees that if any
transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer, it may be required
to deliver to the Company an opinion of counsel satisfactory to the Company. Absent registration or another available exemption from registration,
it agrees it will not resell the Securities. It further acknowledges that because the Company is a shell company, Rule 144 may not be
available to it for the resale of the Securities until the one year anniversary following consummation of the initial Business Combination
(defined below) of the Company, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual
transfer restrictions. In addition to the foregoing, the Purchaser acknowledges and agrees that it will be executing the Insider Letter
(as defined below) and lockup agreement with the Company and Ladenburg Thalmann & Co Inc. as underwriters’ representative, further
restricting the Purchaser’s ability and rights to transfer any Securities.


 


3.     Representations and Warranties of the
Company


 


The Company represents and warrants
to the Purchaser that:


 


3.1. Valid Issuance of Share
Capital. The total number of all classes of share capital which the Company has authority to issue is 300,000,000 common shares, and
100,000,000 undesignated shares of preferred stock. As of the date hereof, excluding the shares of common stock sold in the IPO, the Company
has issued 1,550,000 shares of common stock and has not issued any shares of preferred stock. All of the issued share capital of the Company
has been duly authorized, validly issued, and are fully paid and non-assessable. Upon the closing of the IPO, the Company will issue an
aggregate of 6,200,000 shares of common stock and reserve for issuance an aggregate of 3,985,714 shares of common stock underlying the
Public Warrants (defined below) and rights included in the IPO units (excluding any securities issuable if the over-allotment option is
exercised by the underwriters).


 


 




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3.2.
Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the warrant agreement
to be entered into with Continental Stock Transfer & Trust Company on or prior to the closing of the IPO (the “Warrant
Agreement”), and the Amended and Restated Certificate of Incorporation of the Company, as the case may be, each
of the Private Warrants and the Warrant Shares will be duly and validly issued, fully paid and non-assessable. On the date of issuance
of the Private Warrants, the Warrant Shares shall have been reserved for issuance. Upon issuance in accordance with the terms hereof,
the Warrant Agreement and the Amended and Restated Certificate of Incorporation of the Company, the Purchaser will have or receive good
title to the Private Warrants and Warrant Shares, free and clear of all liens, claims and encumbrances of any kind other than (i) transfer
restrictions hereunder and pursuant to the insider letter to be entered into on or prior to the closing of the IPO (the “Insider
Letter”) and (ii) transfer restrictions under federal and state securities laws.


 


3.3. Organization and Qualification.
The Company has been duly incorporated and is validly existing as a Delaware company and has the requisite corporate power to own its
properties and assets and to carry on its business as now being conducted.


 


3.4. Authorization; Enforcement.
(i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and to
issue the Securities in accordance with the terms hereof, (ii) the execution, delivery and performance of this Agreement by the Company
and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary corporate action and no
further consent or authorization of the Company or its Board of Directors or shareholders is required, and (iii) this Agreement constitutes
valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms, except as such
enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization, or similar laws
relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by equitable principles of general application
and except as enforcement of rights to indemnity and contribution may be limited by federal and state securities laws or principles of
public policy.


 


3.5.
No Conflicts. The execution, delivery and performance of this Agreement and the consummation by the Company of the transactions
contemplated hereby do not (i) result in a violation of the Company’s certificate of incorporation and its amendment, (ii) conflict
with, or constitute a default under any agreement, indenture or instrument to which the Company is a party or (iii) conflict with any
law statute, rule or regulation to which the Company is subject or any agreement, order, judgment or decree to which the Company is subject.
Other than any federal, state or foreign securities filings which may be required to be made by the Company subsequent to the Closing,
and any registration statement which may be filed pursuant thereto, the Company is not required under federal, state or local law, rule
or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency
or self-regulatory entity in order for it to perform any of its obligations under this Agreement in accordance with the terms hereof.


 


4.        Legends


 


4.1. Legend. The Company
will issue the Securities purchased by the Purchaser, in the name of the Purchaser. The Securities will bear the following Legend and
appropriate “stop transfer” instructions:


 


THESE
SECURITIES (i) HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
AND THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
FILED UNDER THE SECURITIES ACT, (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE)
OR (C) PURSUANT TO ANY OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE
CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.


 




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“THE SECURITIES REPRESENTED
BY THIS CERTIFICATE ARE SUBJECT TO AN AGREEMENT BETWEEN MANA CAPITAL ACQUISITION CORP. AND MANA CAPITAL LLC AND MAY ONLY BE OFFERED, SOLD,
TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP PURSUANT TO THE TERMS SET FORTH THEREIN AND THE INSIDER LETTER.”


 


4.2. Purchaser’s
Compliance. Nothing in this Section 4 shall affect in any way the Purchaser’s obligations and agreements to comply with all
applicable securities laws upon resale of the Securities.


 


4.3. Company’s Refusal
to Register Transfer of the Securities. The Company shall refuse to register any transfer of the Securities, if in the sole judgment
of the Company such purported transfer would not be made (i) pursuant to an effective registration statement filed under the Securities
Act, or (ii) pursuant to an available exemption from the registration requirements of the Securities Act.


 


4.4. Registration Rights.
The Purchaser will be entitled to certain registration rights which will be governed by a registration rights agreement (“Registration
Rights Agreement”) to be entered into with the Company on or prior to the closing of the IPO.


 


5.           
Lockup


 


The Purchaser acknowledges
and agrees that the Securities shall not be transferable, saleable or assignable until thirty (30) days after the consummation of an acquisition,
share exchange, purchase of all or substantially all of the assets of, or any other similar business combination with one or more businesses
or entities (a “Business Combination”), except to permitted transferees (as defined in the Insider Letter).


 


6.          
Securities Laws Restrictions


 


The Purchaser agrees not to sell,
transfer, pledge, hypothecate or otherwise dispose of all or any part of the Securities unless, prior thereto (a) a registration statement
on the appropriate form under the Securities Act and applicable state securities laws with respect to the Securities proposed to be transferred
shall then be effective or (b) the Company shall have received an opinion from counsel reasonably satisfactory to the Company, that such
registration is not required because such transaction complies with the Securities Act and the rules promulgated by the Securities and
Exchange Commission thereunder and with all applicable state securities laws.


 


7.         
Waiver of Distributions from Trust Account


 


In connection with the Securities
purchased pursuant to this Agreement, the Purchaser hereby waives any and all right, title, interest or claim of any kind in or to any
distributions from the Trust Account.


 


8.         
Rescission Right Waiver and Indemnification


 


8.1. Rescission Waiver.
The Purchaser understands and acknowledges that an exemption from the registration requirements of the Securities Act requires there be
no general solicitation of purchasers of the Securities. In this regard, if the Offering were deemed to be a general solicitation with
respect to the Securities, the offer and sale of such Securities may not be exempt from registration and, if not, the Purchaser may have
a right to rescind its purchase of the Securities. In order to facilitate the completion of the Offering and in order to protect the Company,
its shareholders and the Trust Account from claims that may adversely affect the Company or the interests of its shareholders, the Purchaser
hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to sue or rights in law or arbitration, as
the case may be, to seek rescission of its purchase of the Securities as a result of the issuance of the Securities being deemed to be
in violation of Section 5 of the Securities Act. The Purchaser acknowledges and agrees this waiver is being made in order to induce the
Company to sell the Securities to the Purchaser. The Purchaser agrees the foregoing waiver of rescission rights shall apply to any and
all known or unknown actions, causes of action, suits, claims or proceedings (collectively, “Claims”) and related
losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection
therewith, including reasonable attorneys’ and expert witness fees and disbursements and all other expenses reasonably incurred
in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with any present or future actual
or asserted right to rescind the purchase of the Securities hereunder or relating to the purchase of the Securities and the transactions
contemplated hereby.


 




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8.2. No Recourse Against Trust
Account. The Purchaser agrees not to seek recourse against the Trust Account for any reason whatsoever in connection with its purchase
of the Securities or any Claim that may arise now or in the future.


 


8.3. Section 8 Waiver.
The Purchaser agrees that to the extent any waiver of rights under this Section 8 is ineffective as a matter of law, the Purchaser has
offered such waiver for the benefit of the Company as an equitable right that shall survive any statutory disqualification or bar that
applies to a legal right. The Purchaser acknowledges the receipt and sufficiency of consideration received from the Company hereunder
in this regard.


 


9.                 
Terms of the Private Warrants


 


The Private Warrants shall be substantially
identical to the Warrants offered in the IPO (the “Public Warrants”) as set forth in the Underwriting Agreement,
except the Private Warrants: (i) will be subject to the transfer restrictions described herein, and (ii) are being purchased pursuant
to an exemption from the registration requirements of the Securities Act and will become freely tradable only after certain conditions
are met and the resale of the Private Warrants is registered under the Securities Act.


 


10.              
Governing Law; Jurisdiction; Waiver of Jury Trial


 


This Agreement shall be governed
by and construed in accordance with the laws of the State of New York for agreements made and to be wholly performed within such territory.
The parties hereto hereby waive any right to a jury trial in connection with any litigation pursuant to this Agreement and the transactions
contemplated hereby.


 


11.               
Assignment; Entire Agreement; Amendment


 


11.1. Assignment. Neither
this Agreement nor any rights hereunder may be assigned by any party to any other person other than by the Purchaser, without the prior
consent of the Company, to one or more persons agreeing to be bound by the terms hereof. Upon such assignment by a Purchaser, the assignee(s)
shall become Purchaser hereunder and have the rights and obligations provided for herein to the extent of such assignment.


 


11.2. Entire Agreement. This
Agreement sets forth the entire agreement and understanding between the parties as to the subject matter hereof and supersedes any and
all prior discussions, agreements and understandings of any and every nature.


 


11.3. Amendment. Except as
expressly provided in this Agreement, neither this Agreement nor any term hereof may be amended, waived, discharged or terminated other
than by a written instrument signed by the party against whom enforcement of any such amendment, waiver, discharge or termination is sought.


 


11.4. Binding upon Successors.
This Agreement shall be binding upon and inure to the benefit of the parties hereto and to their respective heirs, legal representatives,
successors and permitted assigns.


 


12.            
Notices; Indemnity


 


12.1 Notices. All notices,
requests, consents and other communications hereunder shall be in writing, shall be addressed to the receiving party’s address set
forth herein or to such other address as a party may designate by notice hereunder, and shall be either (a) delivered by hand, (b) sent
by overnight courier, or (c) sent by certified mail, return receipt requested, postage prepaid. All notices, requests, consents and other
communications hereunder shall be deemed to have been given either (i) if by hand, at the time of the delivery thereof to the receiving
party at the address of such party set forth above, (ii) if sent by overnight courier, on the next business day following the day such
notice is delivered to the courier service, or (iii) if sent by certified mail, on the fifth business day following the day such mailing
is made.


 


12.2 Indemnification. Except
as set forth in Section 8, each party shall indemnify the other party against any loss, cost or damages (including reasonable attorney’s
fees and expenses) incurred as a result of such party’s breach of any representation, warranty, covenant or agreement set forth
in this Agreement.


 


 




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13.            
Counterparts


 


This Agreement may be executed in
one or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when
counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the
same counterpart. In the event that any signature is delivered by facsimile transmission or any other form of electronic delivery, 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 signature page were an original thereof.


 


14.            
Survival; Severability


 


14.1. Survival. The representations,
warranties, covenants and agreements of the parties hereto shall survive the Closing until one (1) year following the consummation of
an initial Business Combination.


 


14.2. Severability. In the
event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or
void, this Agreement shall continue in full force and effect without said provision; provided that no such severability shall be
effective if it materially changes the economic benefit of this Agreement to any party.


 


15.            
Headings


 


The titles and subtitles used in
this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.


 


16.            
Construction


 


The
parties hereto have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of intent or interpretation
arises, this Agreement will be construed as if drafted jointly by the parties hereto and no presumption or burden of proof will arise
favoring or disfavoring any party hereto because of the authorship of any provision of this Agreement. The words “include,”
“includes,” and “including” will be deemed to be followed by “without limitation.”
Pronouns in masculine, feminine, and neuter genders will be construed to include any other gender, and words in the singular form will
be construed to include the plural and vice versa, unless the context otherwise requires. The words “this Agreement,”
“herein,” “hereof,” “hereby,” “hereunder,” and words of similar
import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The parties hereto intend
that each representation, warranty, and covenant contained herein will have independent significance. If any party hereto has breached
any representation, warranty, or covenant contained herein in any respect, the fact that there exists another representation, warranty
or covenant relating to the same subject matter (regardless of the relative levels of specificity) which such party hereto has not breached
will not detract from or mitigate the fact that such party hereto is in breach of the first representation, warranty, or covenant.


 


 


 


 


 


 


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This subscription is accepted by the Company as of
the date first written above.


MANA CAPITAL ACQUISITION CORP.


 


 


By: /s/ Jonathan Intrater


Name: Jonathan Intrater


Title: Chief
Executive Officer


 


Accepted and agreed this


19th day of November, 2021


MANA CAPITAL LLC


 By:
_/s/ Tong Mao


Name: Tong Mao


Title: Representative of the Managing Member


 


 


 


[Signature Page for Private Placement
Warrant Subscription Agreement]


 


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