Amendment No. 1 to Sponsor Warrants Purchase Agreement, between Warrior Technologies Acquisition Company and Warrior Technologies Sponsor, LLC

Exhibit 10.6

AMENDMENT NO. 1 TO THE SPONSOR WARRANTS PURCHASE AGREEMENT

THIS AMENDMENT NO. 1 TO THE SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of February 4, 2021 (this “Amendment”), is entered into by and between Warrior Technologies Acquisition Company, a Delaware corporation (the “Company”), and Warrior Technologies Sponsor, LLC, a Delaware limited liability company (the “Purchaser”).

WHEREAS, the Company intends to consummate a public offering (the “Public Offering”) of the Company’s units (the “Units”), each Unit consisting of one share of the Company’s Class A common stock, par value $0.0001 per share (a “Share”), and one-half of one 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”);

WHEREAS, the Company and the Purchaser entered into a Sponsor Warrants Purchase Agreement dated as of January 15, 2021 (the “Original Agreement”), wherein the Purchaser agreed to purchase an aggregate of 6,000,000 warrants (or up to 6,600,000 warrants if the over-allotment option in connection with the Public Offering is exercised in full); and

WHEREAS, the Company and the Purchaser desire to enter into this Amendment to amend the Original Agreement as provided herein.

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:

Article

AMENDMENT TO ORIGINAL AGREEMENT

Section 1.02 of the Original Agreement shall be amended and restated in its entirety as follows:

“Section 1.02         Purchase and Sale of the Sponsor Warrants.

  Article II.

Miscellaneous

Section 2.01         Successors and Assigns. Except as otherwise expressly provided herein, all covenants and agreements contained in this Amendment 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.

Section 2.02         Severability. Whenever possible, each provision of this Amendment shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Amendment 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 Amendment.

Section 2.03         Counterparts. This Amendment 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.

Section 2.04         Descriptive Headings; Interpretation. The descriptive headings of this Amendment are inserted for convenience only and do not constitute a substantive part of this Amendment. The use of the word “including” in this Amendment shall be by way of example rather than by limitation.

Section 2.05         Governing Law. This Amendment shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be construed in accordance with the internal laws of the State of Delaware.

[Signature page follows]

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

[Signature Page to Amendment No. 1 to Sponsor Warrants Purchase Agreement]

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