Form of Warrant Subscription Agreement between the Registrant and Galileo Founders Holdings, L.P

Exhibit 10.6.1

Galileo Acquisition Corp.

1049 Park Avenue, 14A

New York, NY 10028

[   ], 2019

Ladies and Gentlemen:

Galileo 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, Galileo Founders GP Corp. (“Galileo GP Corp.”), hereby commits that it will purchase 2,850,000, warrants of the Company (“Warrants”), each Warrant entitling its holder to purchase one ordinary share of the Company, par value $0.0001 per share (“Ordinary Share”) at $1.00 per Warrant, for a purchase price of $2,850,000 (the “Warrant Purchase Price”).

The undersigned hereby agrees that it will purchase its pro-rata share of an additional amount of warrants of the Company (“Over-Allotment Warrants”), up to a maximum of 255,224 Over-Allotment Warrants, or a maximum purchase price of $255,224 (the “Over-Allotment Warrant Purchase Price,” and together with the Warrant Purchase Price, the “Purchase Price”), in the event EarlyBirdCapital, Inc. (“EBC”) exercises its over-allotment option, such that the amount held in the trust account (as described in the Registration Statement) does not fall below $10.00 per share for each Ordinary Share sold in the IPO.

At least twenty-four (24) hours prior to the effective date of the Registration Statement, the undersigned will cause the Warrant Purchase Price to be delivered to Continental Stock Transfer and Trust Company (“CST”), escrow agent for the Company, by wire transfer as set forth in the instructions to be provided to it by the Company hold in a non-interest bearing account until the Company consummates the IPO.

The consummation of the purchase and issuance of the Warrants shall occur simultaneously with the consummation of the IPO and the consummation of the purchase and issuance of the Over-Allotment Warrants shall occur simultaneously with the closing of any exercise of the over-allotment option related to the IPO. Simultaneously with the consummation of the IPO, CST shall deposit the Warrant Purchase Price, without interest or deduction, into the trust fund (“Trust Fund”) established by the Company for the benefit of the Company’s public shareholders as described in the Registration Statement. If the Company does not complete the IPO within ten (10) days from the date of this letter, the Purchase Price (without interest or deduction) will be returned to the undersigned.

Each of the Company and the undersigned acknowledges and agrees that CST is serving hereunder solely as a convenience to the parties to facilitate the purchase of the Warrants and Over-Allotment Warrants, if any, and CST’s sole obligation under this letter agreement is to act with respect to holding and disbursing the Purchase Price for the Warrants and Over-Allotment Warrants, if any, as described above. CST shall not be liable to the Company, EBC or the undersigned or any other person or entity in respect of any act or failure to act hereunder or otherwise in connection with performing its services hereunder unless CST has acted in a manner constituting gross negligence or willful misconduct. The Company shall indemnify CST against any claim made against it (including reasonable attorney’s fees) by reason of it acting or failing to act in connection with this letter agreement except as a result of its gross negligence or willful misconduct. CST may rely and shall be protected in acting or refraining from acting upon any written notice, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party or parties.

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

The undersigned acknowledges and agrees that the purchaser of the Warrants and Over-Allotment Warrants 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:

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