Exhibit 10.6 


 


PRIVATE PLACEMENT SHARES SUBSCRIPTION AGREEMENT


 


This PRIVATE PLACEMENT SHARES
PURCHASE AGREEMENT (this “Agreement”) is made as of the 3rd day of November 2021, by and between Sizzle
Acquisition Corp., a Delaware corporation (the “Company”) and Cantor Fitzgerald & Co. (the “Subscriber”).


 


WHEREAS, the Company desires
to sell to the Subscriber on a private placement basis (the “Offering”) an aggregate of 47,250 shares of the Company's
common stock, par value $0.0001 per share (the “Private Placement Shares” or the “Securities”);
and


 


WHEREAS, the Subscriber wishes
to purchase, at a price of $10.00 per Share, an aggregate of 47,250 Private Placement Shares, and the Company wishes to accept such purchase
from the Subscriber.


 


NOW, THEREFORE, in consideration
of the premises 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 Subscriber hereby agree as follows:


 


1. Agreement to Purchase


 


1.1. Purchase and Issuance
of the Private Placement Shares. Upon the terms and subject to the conditions of this Agreement, the Subscriber hereby agrees to purchase
from the Company, and the Company hereby agrees to sell to the Subscriber, on the Closing Date (as defined below) the Private Placement
Shares in consideration of the payment of the Purchase Price (as defined below). On the Closing Date, the Company shall, at its option,
deliver to the Subscriber the certificates representing the Securities purchased or effect such delivery in book-entry form.


 


1.2. Purchase Price. As payment
in full for the Private Placement Shares being purchased under this Agreement, the Subscriber shall pay $472,500 (the “Purchase
Price”) by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company,
to the trust account (the “Trust Account”) at a financial institution to be chosen by the Company, maintained
by Continental Stock Transfer & Trust Company, acting as trustee (“Continental”), on or prior to the Closing Date.


  


1.3. Closing. The closing
of the purchase and sale of the Private Placement Shares shall take place simultaneously with the closing of the IPO (the “Closing
Date”). The closing of the purchase and sale of the Private Placement Shares shall take place at the offices of Ellenoff Grossman
& Schole LLP, 1345 Avenue of the Americas, 11th Floor, New York, New York, 10105, or such other place as may be agreed
upon by the parties hereto.


 


1.4 Conditions to Closing.
The obligation of the Subscriber to purchase and pay for the Private Placement Shares as provided herein shall be subject to the satisfaction
of the conditions set forth in Section 3 of the Underwriting Agreement, dated as of the date hereof, by and between the Company and the
Subscriber, as representative of the underwriters named therein (the “Underwriting Agreement”).


 


1.5 Termination. This Agreement
and each of the obligations of the undersigned shall be null and void and without effect if a Closing does not occur prior to December
31, 2021.


 


2. Representations
and Warranties of Subscriber


 


Subscriber represents and
warrants to the Company that:


 


2.1. No Government Recommendation
or Approval. Subscriber understands that no federal or state agency has passed upon or made any recommendation or endorsement of the Company
or the Offering of the Securities.


 






     


     


    

 


2.2. Accredited Investor.
Subscriber represents that 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”), and acknowledges that the sale contemplated hereby is being
made in reliance, among other things, on a private placement exemption to “accredited investors” under the Securities Act
and similar exemptions under state law.


 


2.3. Intent. Subscriber is
purchasing the Securities solely for investment purposes, for Subscriber’s own account (and/or for the account or benefit of its
members or affiliates, as permitted, pursuant to the terms hereof), and not with a view to the distribution thereof and Subscriber has
no present arrangement to sell the Securities to or through any person or entity except as may be permitted hereunder. The Subscriber
shall not engage in hedging transactions with regard to the Securities unless in compliance with the Securities Act.


 


2.4. Restrictions on Transfer.
Subscriber acknowledges and understands the Private Placement Shares are being offered in a transaction not involving a public offering
in the United States within the meaning of the Securities Act. The Securities have not been registered under the Securities Act and, if
in the future Subscriber 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, 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. Notwithstanding the foregoing, Subscriber acknowledges and understands the Securities are subject
to transfer restrictions as described in Section 8 hereof. Subscriber 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, Subscriber may be required to deliver to the Company an opinion
of counsel satisfactory to the Company with respect to such transfer. Absent registration or another available exemption from registration,
Subscriber agrees it will not resell the Securities (unless otherwise permitted pursuant to the terms hereof). Subscriber further acknowledges
that because the Company is a shell company, Rule 144 may not be available to Subscriber for the resale of the Securities until the one
year anniversary following consummation of the initial Business Combination of the Company, despite technical compliance with the requirements
of Rule 144 and the release or waiver of any contractual transfer restrictions.


  


2.5. Sophisticated Investor.


 


(i) Subscriber is sophisticated
in financial matters and is able to evaluate the risks and benefits of the investment in the Securities.


 


(ii) Subscriber is aware
that an investment in the Securities is highly speculative and subject to substantial risks because, among other things, (a) the Securities
are subject to transfer restrictions and 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 and (b) Subscriber has waived its redemption rights
with respect to the Securities as set forth in Section 5 hereof, and the Securities held by the Subscriber are not entitled to, and have
no right, interest or claim to any monies held in the Trust Account, and accordingly Subscriber may suffer a loss of a portion or all
of its investment in the Securities. Subscriber is able to bear the economic risk of its investment in the Securities for an indefinite
period of time.


 






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2.6. Organization and Authority.
Subscriber is duly organized, validly existing and in good standing under the laws of its state of incorporation or formation and it possesses
all requisite power and authority necessary to carry out the transactions contemplated by this Agreement.


 


2.7. Authority. This Agreement
has been validly authorized, executed and delivered by Subscriber and is a valid and binding agreement enforceable in accordance with
its terms, subject to the general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors’ rights
generally.


 


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


 


2.9. No Legal Advice from
Company. Subscriber 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 Subscriber’s 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, Subscriber 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.


 


2.10. Reliance on Representations
and Warranties. The Subscriber understands the Private Placement Shares are being offered and sold to the Subscriber 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 Subscriber set forth in this Agreement in order to determine the applicability of such provisions.


 


2.11. No General Solicitation.
Subscriber is not purchasing the Private Placement Shares as a result of or subsequent to any general solicitation or general advertising,
including but not limited 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 or in a registration statement with respect to the
IPO filed with the Securities and Exchange Commission (“SEC”).


 





2.12. Legend. Subscriber acknowledges
and agrees the certificates evidencing each of the Securities shall bear a restrictive legend (the “Legend”), in form
and substance substantially as set forth in Section 4 hereof.


 


3. Representations,
Warranties and Covenants of the Company


 


The Company represents and
warrants to, and agrees with, Subscriber that:


 


3.1. Valid Issuance of Capital
Stock. The total number of shares of all classes of capital stock which the Company has authority to issue is 50,000,000 shares of Common
Stock, par value $0.0001 per share, and 1,000,000 shares of preferred stock, par value $0.0001 per share (“Preferred Stock”).
As of the date hereof, the Company has issued and outstanding 5,433,750 shares of Common Stock (of which up to 708,750 shares are subject
to forfeiture as described in the registration statement relating to the Company's IPO ("Registration Statement")) and
no shares of Preferred Stock. All of the issued shares of capital stock of the Company have been duly authorized, validly issued, and
are fully paid and non-assessable.


 


3.2 Title to Securities. Upon
issuance in accordance with, and payment pursuant to, the terms hereof and that certain warrant agreement to be entered into between the
Company and Continental, as warrant agent (the “Warrant Agreement”), as the case may be, each of the Private Placement
Shares will be duly and validly issued, fully paid and non-assessable. Upon issuance in accordance with, and payment pursuant to, the
terms hereof, Subscriber will have or receive good title to the Private Placement Shares, free and clear of all liens, claims and encumbrances
of any kind, other than (i) transfer restrictions hereunder and (ii) transfer restrictions under federal and state securities laws.


 



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3.3. Organization and Qualification.
The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware 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 stockholders is required, and (iii) this Agreement constitutes
valid and binding obligations of the Company enforceable against the Company in accordance with its 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 or by-laws, (ii) conflict with, or constitute a default under any agreement
or instrument to which the Company is a party or (iii) 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 SEC or state 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 or issue the Private Placement Shares in accordance with the terms hereof.


 


3.6. Additional Representations
and Warranties. The representations and warranties of the Company set forth in the Underwriting Agreement are hereby incorporated herein.


  


4. Legends


 


4.1. Legend. The Company will
issue the Private Placement Shares, and when issued, the Securities will bear the following legend and appropriate “stop transfer”
instructions:


 


“THE SECURITIES
REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF
EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS CORPORATION, IS AVAILABLE.”


 


“THE SECURITIES
REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP PURSUANT TO A PRIVATE PLACEMENT SHARES SUBSCRIPTION AGREEMENT BETWEEN SIZZLE ACQUISITION
CORP. AND CANTOR FITZGERALD & CO. AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE
LOCKUP PURSUANT TO THE TERMS SET FORTH IN THE PRIVATE PLACEMENT SHARES SUBSCRIPTION AGREEMENT.”


  


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


 



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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 pursuant to an available exemption from the registration requirements of the Securities Act and (ii) in compliance herewith.


 


4.4 Registration Rights. The
Subscriber will be entitled to certain registration rights which will be governed by a registration rights agreement (“Registration
Rights Agreement”) to be entered into between, among others, the Subscriber and the Company, on or prior to the effective date
of the Registration Statement. Pursuant to the Registration Rights Agreement, the Subscriber may not exercise its demand and “piggyback”
registration rights after five (5) and seven (7) years after the effective date of the Registration Statement and may not exercise its
demand rights on more than one occasion.


 


5. Waiver of Liquidation
Distributions.


 


In connection with the Securities
purchased pursuant to this Agreement, Subscriber hereby waives any and all right, title, interest or claim of any kind in or to any distributions
of the amounts in the Trust Account with respect to the Securities, whether (i) in connection with the exercise of redemption rights if
the Company consummates the Business Combination, (ii) in connection with any tender offer conducted by the Company prior to a Business
Combination, (iii) upon the Company’s redemption of shares of Common Stock sold in the Company’s IPO upon the Company’s
failure to timely complete the Business Combination or (iv) in connection with a stockholder vote to approve an amendment to the Company’s
amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100%
of the Company’s public shares if the Company does not timely complete the Business Combination or (B) with respect to any other
provision relating to stockholders’ rights or pre-Business Combination activity. In the event Subscriber purchases shares of Common
Stock in the IPO or in the aftermarket, any additional shares so purchased shall be eligible to receive the redemption value of such shares
of Common Stock upon the same terms offered to all other purchasers of Common Stock in the IPO in the event the Company fails to consummate
the Business Combination.


 


6. [Intentionally omitted]


 


7. Lock-Up Period.


 


7.1. The Subscriber agrees
that it shall not Transfer any Securities until 30 days following the consummation of the Business Combination; provided, however, that
Transfers of Securities are permitted (a) to the Company’s or VO Sponsor, LLC’s, officers or directors, any affiliate or family
member of any of the Company’s officers or directors or any affiliate of Subscriber or to any member(s), directors or officers of
Subscriber or any of their affiliates; (b) in the case of an individual, by gift to a member of such individual’s immediate family
or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to
a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of such individual;
(d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection
with any forward purchase agreement or similar arrangement or in connection with the consummation of the Business Combination at prices
no greater than the price at which the shares or warrants were originally purchased; (f) in the event of the Company’s liquidation
prior to the completion of the Business Combination; (g) by virtue of the laws of the state of incorporation or formation of Subscriber
or Subscriber’s limited liability company agreement upon dissolution of Subscriber or (h) in the event of the Company’s liquidation,
merger, capital stock exchange, reorganization or other similar transaction which results in all of the Company’s stockholders having
the right to exchange their shares of Common Stock for cash, securities or other property subsequent to the Business Combination; provided,
however, that in the case of clauses (a) through (e) or (g), these permitted transferees must enter into a written agreement with the
Company agreeing to be bound by the Transfer restrictions herein.


  


7.2. For purposes of Section
7.1, the term “Transfer” shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant
of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of
a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of
the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder with respect to, any
of the Securities, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences
of ownership of any of the Securities, whether any such transaction is to be settled by delivery of such Securities, in cash or otherwise,
or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b).


 



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7.3 In addition to the restrictions
on transfer described in Section 7.1, Subscriber acknowledges and agrees that the Private Placement Shares and the related registration
rights will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore, pursuant
to Rule 5110(e) of the FINRA Manual, be subject to lock-up for a period of 180 days immediately following the date of effectiveness or
commencement of sales in the IPO, subject to FINRA Rule 5110(e)(2). Additionally, the Private Placement Shares and the related registration
rights may not be sold, transferred, assigned, pledged or hypothecated during the foregoing 180 day period following the effective date
of the Registration Statement except to any underwriter or selected dealer participating in the IPO and the bona fide officers or partners
of any Subscriber and any such participating underwriter or selected dealer. Additionally, the Private Placement Shares and the related
registration rights will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic
disposition of such securities by any person for a period of 180 days immediately following the date of effectiveness or commencement
of sales in the IPO.


 


8. Terms of the Private
Placement Shares


 


The Private Placement Shares
are substantially identical to the shares of Common Stock to be offered in the IPO except that: (i) the Private Placement Shares are subject
to the transfer restrictions described in Section 7 hereof and (ii) the Private Placement Shares are being purchased pursuant to an exemption
from the registration requirements of the Securities Act and will become freely tradable only after the expiration of the lockup described
above in clause (i) and they are registered pursuant to the Registration Rights Agreement or an exemption from registration is available,
and the restrictions described above in clause (i) has expired.


 


9. 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 state.
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.


  


10. Assignment; Entire
Agreement; Amendment


 


10.1. Assignment. Neither
this Agreement nor any rights hereunder may be assigned by any party to any other person other than by Subscriber to a person agreeing
to be bound by the terms hereof, including the transfer restrictions contained in Section 7 hereof.


 


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


 


10.3. 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 all of the parties hereto.


 


10.4. 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.


 



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11. Notices


 


11.1 Notices. Unless otherwise
provided herein, any notice or other communication to a party hereunder shall be sufficiently given if in writing and personally delivered
or sent by facsimile or other electronic transmission with copy sent in another manner herein provided or sent by courier (which for all
purposes of this Agreement shall include Federal Express or other recognized overnight courier) or mailed to said party by certified mail,
return receipt requested, at its address provided for herein or such other address as either may designate for itself in such notice to
the other. Communications shall be deemed to have been received when delivered personally, on the scheduled arrival date when sent by
next day or 2nd-day courier service, or if sent by facsimile upon receipt of confirmation of transmittal or, if sent by mail, then three
days after deposit in the mail. If given by electronic transmission, such notice shall be deemed to be delivered (a) if by electronic
mail, when directed to an electronic mail address at which the stockholder has consented to receive notice; (b) if by a posting on an
electronic network together with separate notice to the stockholder of such specific posting, upon the later of (1) such posting and (2)
the giving of such separate notice; and (c) if by any other form of electronic transmission, when directed to the stockholder.


 


12. 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 by e-mail delivery of a “pdf”
format data file, 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 facsimile or “.pdf” signature page were an original thereof.


 


13. Survival; Severability


 


13.1. Survival. The representations,
warranties, covenants and agreements of the parties hereto shall survive the Closing Date.


 


13.2. 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.


 


14. 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.


 


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


 


	 	COMPANY:
	 	SIZZLE ACQUISITION CORP.
	 	 
	 	By:	 /s/ Steve Salis
	 	 	Name:	Steve Salis
	 	 	Title:	Chief Executive Officer



 


	 	SUBSCRIBER:

	 	CANTOR FITZGERALD & CO.
	 	 
	 	By:	 /s/ Sage Kelly
	 	 	Name:	Sage Kelly
	 	 	Title:	Managing Director


 





[Signature Page to Private Placement Shares
Subscription Agreement]


 







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