Exhibit
10.6


 


[●],
2021


 


 


Welsbach
Technology Metals Acquisition Corp.


160
S Craig Place


Lombard,
Illinois 60148


 


Re:
Private Placement Units Subscription


 


Ladies
and Gentlemen:


 


Welsbach
Technology Metals Acquisition Corp. (the “Company”), a blank check company formed for the purpose of acquiring one or more
businesses or entities (a “Business Combination”), intends to register its securities under the Securities Act of 1933, as
amended (“Securities Act”), in connection with its initial public offering (“IPO”), pursuant to a registration
statement on Form S-1 (“Registration Statement”).


 


The
undersigned hereby commits that it will purchase 347,500 units of the Company (“Placement Units”), each Placement Unit consisting
of one share of common stock of the Company, $0.0001 par value (the “Common Stock”) and one right to receive one-tenth (1/10th)
of one share of Common Stock upon the consummation of an initial Business Combination, at $10.00 per Placement Unit, for a purchase price
of $3,475,000 (the “Placement Unit Purchase Price”).


 


The
undersigned hereby agrees that it will purchase an additional amount of units of the Company (“Over-Allotment Units”), up
to a maximum of 22,500 Over-Allotment Units, or a maximum purchase price of $225,000 (“Over-Allotment Unit Purchase Price”,
together with the Placement Unit Purchase Price, the “Purchase Price”), in the event that Chardan Capital Markets, LLC (the
“Underwriter”) exercises its over-allotment option, such that the amount held in the trust account (as described in the Registration
Statement, the “Trust Account”) does not fall below $10.00 per share for each share of Common Stock sold in the IPO.


 


The undersigned has previously caused the Purchase Price to be delivered to an escrow
account with Continental Stock Transfer & Trust Company (the “Escrow Agent”).


 


The
consummation of the purchase and issuance of the Placement Units shall occur simultaneously with the consummation of the IPO and the
consummation of the purchase and issuance of the Over-Allotment Units shall occur simultaneously with the closing of any exercise of
the over-allotment option related to the IPO (the “Over-Allotment Closing Date”). Simultaneously with or prior to the consummation
of the IPO, the Escrow Agent shall deposit the Placement Unit Purchase Price, without interest or deduction, into the Trust Account.
Simultaneously with or prior to the Over-Allotment Closing Date, the undersigned shall deposit the Over-Allotment Unit Purchase Price,
without interest or deduction, into the Trust Account.


 






     


     


    

 


The
Placement Units and Over-Allotment Units will be identical to the units to be sold by the Company in the IPO. Additionally, the undersigned
agrees:


 


		●	to
                                            vote the shares of Common Stock included in the Placement Units and Over-Allotment Units
                                            in favor of any proposed Business Combination;  



 


		●	not
                                            to propose, or vote in favor of, an amendment to the Company’s Amended and Restated
                                            Certificate of Incorporation (the “Certificate of Incorporation”) that would
                                            affect the substance or timing of the Company’s obligation to redeem 100% of the Company’s
                                            shares of Common Stock sold in the IPO if the Company does not complete an initial Business
                                            Combination within nine (9) months from the closing of the IPO (or up to fifteen (15) months,
                                            as applicable), unless the Company provides the holders of shares of Common Stock underlying
                                            the units sold in the IPO with the opportunity to redeem their shares of Common Stock upon
                                            approval of any such amendment at a per-share price, payable in cash, equal to the aggregate
                                            amount of the Trust Account, including interest earned on Trust Account and not previously
                                            released to the Company to pay the Company’s income taxes, divided by the number of
                                            then outstanding shares of Common Stock underlying the units sold in the IPO;



 


		●	not
                                            to convert any shares of Common Stock included in the Placement Units and Over-Allotment
                                            Units into the right to receive cash from the Trust Account in connection with a stockholder
                                            vote to approve either a Business Combination or an amendment to the provisions of the Certificate
                                            of Incorporation, and not to tender any shares of Common Stock included in the Placement
                                            Units and Over-Allotment Units in connection with a tender offer conducted prior to the closing
                                            of a Business Combination;



 


		●	that
                                            the undersigned will not participate in any liquidation distribution with respect to the
                                            Placement Units and Over-Allotment Units or any underlying securities (but will participate
                                            in liquidation distributions with respect to any units or shares of Common Stock purchased
                                            by the undersigned in the IPO or in the open market) if the Company fails to consummate a
                                            Business Combination;



 


		●	that
                                            the Placement Units, Over-Allotment Units and underlying securities will not be transferable
                                            until after the consummation of a Business Combination except (i) to the Company’s
                                            pre-IPO stockholders, or to the Company’s officers, directors, advisors and employees,
                                            (ii) transfers to the undersigned’s affiliates or its members upon its liquidation,
                                            (iii) to relatives and trusts for estate planning purposes, (iv) by virtue of the laws of
                                            descent and distribution upon death, (v) pursuant to a qualified domestic relations order,
                                            (vi) by private sales made in connection with the consummation of a Business Combination
                                            at prices no greater than the price at which the Placement Units were originally purchased
                                            or (vii) to the Company for cancellation in connection with the consummation of a Business
                                            Combination, in each case (except for clause vii) where the transferee agrees to the terms
                                            of the transfer restrictions; and



 






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		●	the
                                            Placement Units and Over-Allotment Units will include any additional terms or restrictions
                                            as is customary in other similarly structured blank check company offerings or as may be
                                            reasonably required by the underwriters in the IPO in order to consummate the IPO, each of
                                            which will be set forth in the Registration Statement.



 


The
undersigned acknowledges and agrees that the purchaser of the Placement Units and Over-Allotment Units will execute agreements in form
and substance typical for transactions of this nature necessary to effectuate the foregoing agreements and obligations prior to the consummation
of the IPO as are reasonably acceptable to the undersigned, including but not limited to an insider letter.


 


The
undersigned hereby represents and warrants that:


 


		(a)	it
                                            has been advised that the Placement Units and Over-Allotment Units have not been registered
                                            under the Securities Act;



 


		(b)	it
                                            will be acquiring the Placement Units and Over-Allotment Units for its account for investment
                                            purposes only;



 


		(c)	it
                                            has no present intention of selling or otherwise disposing of the Placement Units and Over-Allotment
                                            Units in violation of the securities laws of the United States;



 


		(d)	it
                                            is an “accredited investor” as defined by Rule 501 of Regulation D promulgated
                                            under the Securities Act;



 


		(e)	it
                                            has had both the opportunity to ask questions and receive answers from the officers and directors
                                            of the Company and all persons acting on its behalf concerning the terms and conditions of
                                            the offer made hereunder;



 


		(f)	it
                                            is familiar with the proposed business, management, financial condition and affairs of the
                                            Company;



 


		(g)	it
                                            has full power, authority and legal capacity to execute and deliver this letter and any documents
                                            contemplated herein or needed to consummate the transactions contemplated in this letter;
                                            and



 


		(h)	this
                                            letter constitutes its legal, valid and binding obligation, and is enforceable against it.



 


[Signature
Page Follows]



 






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This
letter agreement constitutes the entire agreement between the undersigned and the Company with respect to the purchase of the Placement
Units and Over-Allotment Units, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties,
both written and oral, with respect to the same.


 


	 	Very truly yours,
	 	 
		WELSBACH ACQUISITION HOLDINGS LLC
	 	 	 
		By:	 
		Name: 	
		Title:	Authorized Representative  


 


	Accepted and Agreed:	 
	WELSBACH TECHNOLOGY 	 
	METALS ACQUISITION CORP.	 


 





	By: 	 	 	 
	 	Name: 	Daniel Mamadou	 
	 	Title:	Chief Executive Officer 	 






 





[Signature
Page to Private Placement Units Subscription Agreement]