Exhibit 10.6


 


WESTERN ACQUISITION VENTURES CORP.


 


SUBSCRIPTION AGREEMENT FOR PRIVATE PLACEMENT
UNITS


 


This SUBSCRIPTION AGREEMENT
FOR PRIVATE PLACEMENT UNITS (this “Agreement”) is made as of the ___ day of __________, 2021, by and between Western Acquisition
Ventures Corp., a Delaware corporation (the “Company”), having its principal place of business at 42 Broadway, 12th
Floor, New York, New York 10004, and the subscriber set forth on Schedule A hereto (the “Subscriber”).


 


WHEREAS, the Company desires
to sell on a private placement basis (the “Offering”) 261,000 units (the “Units”) of the Company, each Unit comprised
of one share of Common Stock of the Company, par value $0.0001 per share (“Common Stock”), and one redeemable warrant, with
each warrant (each, a “Warrant”) entitling the holder to purchase one-half of one share of Common Stock, for a purchase price
of $2,610,000, or $10.00 per Unit. The shares of Common Stock underlying the Warrants are hereinafter referred to as the “Warrant
Shares.” The shares of Common Stock underlying the Units (excluding the Warrant Shares) are hereinafter referred to as the “Placement
Shares.” The Warrants underlying the Units are hereinafter referred to as the “Placement Warrants.” The Units, Placement
Shares, Placement Warrants and Warrant Shares, collectively, are hereinafter referred to as the “Securities.” Placement Warrants
may be exercised only to the extent that, when aggregated with other Placement Warrants being exercised, the exercise is for a whole share
or whole shares; no fractional shares of Common Stock shall be issuable. The exercise price for any Warrant Share shall be $11.50. Subject
to the foregoing, the Placement Warrants are exercisable beginning on the later of: one year after the date that the registration statement
(the “Registration Statement”) filed in connection with the Company’s initial public offering (the “IPO”)
is declared effective by the SEC; and (ii) the consummation of the Company’s initial business combination (the “Business
Combination”), as such term is defined in the Registration Statement filed in connection with the IPO, as amended at the time it
becomes effective, and expiring on the fifth anniversary of the consummation of the Business Combination; and


 


WHEREAS, the Subscriber wishes
to purchase the number of Units set forth on Schedule A hereto and the Company wishes to accept such subscription 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 the Subscriber hereby agree as follows:


 


		1.	Agreement to Subscribe



 


1.1   Purchase
and Issuance of the Units. 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 number of Units
set forth on Schedule A for the purchase price of $2,610,000 (the “Purchase Price”).


 


1.2   Delivery
of the Purchase Price. Upon execution of this Agreement, the Company is bound to fulfill its obligations hereunder and the Subscriber
hereby irrevocably commits to deliver either directly into a trust account (the “Trust Account”) held at [•] or
any other financial institution chosen by the Company, with American Stock Transfer & Trust Company acting as trustee (“Trustee”),
the Purchase Price in immediately available funds by wire transfer or such other form of payment as shall be acceptable to the Trustee,
in its sole and absolute discretion, one (1) business day prior to the effective date of the Registration Statement.


 


1.3   Closing.
The closing of the Offering (the “Closing”) shall take place simultaneously with the closing of the IPO (the “Closing
Date”), at the offices of Reed Smith LLP, 599 Lexington Avenue, 22nd Floor, New York, NY 10022, or such other place as may be agreed
upon by the parties hereto.


 


1.4   Termination.
This Agreement and each of the obligations of the undersigned shall be null and void and without effect if the Closing does not occur
prior to [•].


 






    -1- 


     


    

 


		2.	Representations and Warranties of Subscriber



 


The 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 U.S. 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 such Subscriber’s own account (and/or for the account
or benefit of its members or affiliates, as permitted, pursuant to the terms of an agreement (the “Letter Agreement”) to be
entered into with respect to the Securities between, among others, Subscriber and the Company, as described in the Registration Statement),
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 under the Letter Agreement. 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 Units 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 transfer the Securities (unless otherwise permitted pursuant to the Letter
Agreement, as described in the Registration Statement). 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 Business
Combination, 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’s
manager and members are individually accredited investors and are sophisticated in financial matters and 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 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.


 


2.6   Independent
Investigation. Subscriber, in making the decision to purchase the Units, has relied upon an independent investigation of the Company
and has not relied upon any information or representations made by any third parties or upon any oral or written representations or assurances
from the Company, its officers, directors or employees or any other representatives or agents of the Company, other than as set forth
in this Agreement.


 






    -2- 


     


    

 


Subscriber is familiar with
the business, operations and financial condition of the Company and has had an opportunity to ask questions of, and receive answers from
the Company’s officers and directors concerning the Company and the terms and conditions of the Offering and has had full access
to such other information concerning the Company as Subscriber has requested. Subscriber confirms that all documents that it has requested
have been made available and that Subscriber has been supplied with all of the additional information concerning this investment which
Subscriber has requested.


 


2.7   Organization
and Authority. Subscriber is duly organized, validly existing and in good standing under the laws of the State of Delaware and it
possesses all requisite power and authority necessary to carry out the transactions contemplated by this Agreement.


 


2.8   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, 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.


 


2.9   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.


 


2.10 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 review, 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.


 


2.11 Reliance
on Representations and Warranties. Subscriber understands the Units are being offered and sold to 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 Subscriber set forth in this Agreement in order to determine the applicability of such provisions.


 


2.12 No
General Solicitation. Subscriber is not subscribing for the Units 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”).


 


2.13 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- 


     


    

 


		3.	Representations, Warranties and Covenants of the Company



 


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


 


3.1   Valid
Issuance of Capital Stock. The total number of shares of capital stock which the Company has authority to issue is 50,000,000 shares
of Common Stock, and 1,000,000 shares of preferred stock, $0.0001 par value per share (“Preferred Stock”). As of the date
hereof, the Company has issued and outstanding 4,312,500 shares of Common Stock (of which up to 562,500 shares are subject to forfeiture),
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 an agreement to be entered into with respect
to the Placement Warrants between, among others, Subscriber and the Company, as described in the Registration Statement (the “Warrant
Agreement”) , as the case may be, each of the Units, Placement Shares, Placement Warrants and the Warrant Shares will be duly and
validly issued, fully paid and non-assessable. On the date of issuance of the Units, the Warrant Shares shall have been reserved for issuance.
Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, as the case may be, the Subscriber
will have or receive good title to the Units, Placement Shares and Placement Warrants, free and clear of all liens, claims and encumbrances
of any kind resulting from actions of, or any failure to act by, the Company, other than (i) transfer restrictions hereunder and
pursuant to the Letter Agreement and (ii) transfer restrictions under federal and state securities laws.


 


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 a valid and binding obligation 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 by which it is bound or (iii) violate
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 Units, Placement Shares,
Placement Warrants or the Warrant Shares in accordance with the terms hereof.


 


		4.	Legends



 


4.1   Legend.
The Company will issue the Units, Placement Shares and Placement Warrants, and, when issued, the Warrant Shares, purchased by Subscriber
in the name of Subscriber. 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 THESE 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.”


 






    -4- 


     


    

 


“THE SECURITIES REPRESENTED
BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER PURSUANT TO A LETTER AGREEMENT AMONG WESTERN ACQUISITION VENTURES CORP. AND
THE OTHER PARTIES THERETO AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF DURING THE TERM THEREOF PURSUANT
TO THE TERMS SET FORTH IN THE LETTER AGREEMENT.”


 


4.2   Subscriber’s
Compliance. Nothing in this Section 4 shall affect in any way Subscriber’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 and applicable
state securities laws and (iii) in compliance herewith and with the Letter Agreement.


 


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.


 


		5.	Waiver of Liquidation Distributions.



 


In connection with the Securities
purchased pursuant to this Agreement, the Subscriber hereby waives any and all right, title, interest or claim of any kind in or to any
distributions with respect to the Securities in connection with (i) the exercise of redemption rights in connection with the Company’s
consummation of the Business Combination, or (ii) upon the Company’s redemption of shares of Common Stock sold in connection
with the IPO upon the Company’s failure to consummate the Business Combination within 24 months from the completion of the IPO or
the liquidation of the Company prior to the expiration of such 24 month period, or such later period approved by the Company’s stockholders
in accordance with the Company’s Amended and Restated Charter. In the event Subscriber purchases shares of Common Stock in the IPO
or in the aftermarket (“Public Shares”), the Subscriber hereby waives any and all right, title, interest or claim of any kind
in or to any distributions with respect to any Public Shares in connection with the exercise of redemption rights in connection with the
Company’s consummation of the Business Combination. For the avoidance of doubt, the Subscriber shall be eligible to redeem any Public
Shares 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, or liquidates, within 24 months from the completion of the IPO.


 


		6.	Placement
Warrants.



 


Each Placement Warrant shall have
the terms set forth in the Warrant Agreement.


 


		7.	Rescission Right Waiver and Indemnification.



 


7.1   The
Subscriber understands and acknowledges an exemption from the registration requirements of the Securities Act requires there be no general
solicitation of purchasers of the Units. In this regard, if the IPO were deemed to be a general solicitation with respect to the Units,
the offer and sale of such Units may not be exempt from registration and, if not, the Subscriber may have a right to rescind its purchases
of the Units. In order to facilitate the completion of the Offering and in order to protect the Company, its stockholders and the amounts
in the Trust Account from claims that may adversely affect the Company or the interests of its stockholders, Subscriber 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 Units. The Subscriber acknowledges and agrees this waiver is being made in order to induce
the Company to sell the Units to Subscriber. The Subscriber 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 Units hereunder or relating to the purchase of the Units and the transactions contemplated hereby.


 






    -5- 


     


    

 


7.2   The
Subscriber agrees not to seek recourse against the Trust Account for any reason whatsoever in connection with its purchase of the Units
or any Claim that may arise now or in the future.


 


7.3   The
Subscriber acknowledges and agrees that the stockholders of the Company are and shall be third-party beneficiaries of this Section 7.


 


7.4   The
Subscriber agrees that, to the extent any waiver of rights under this Section 7 is ineffective as a matter of law, the Subscriber
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 Subscriber acknowledges the receipt and sufficiency of consideration received from the Company hereunder
in this regard.


 


		8.	Terms of the Units and Placement Warrant



 


The Units and their component
parts are substantially identical to the units to be offered in the IPO except that: (i) the Units and their component parts will
be subject to transfer restrictions, except in limited circumstances, until 30 days following the consummation of the Business Combination,
(ii) the Placement Warrants will be identical to the “Public Warrants” (as defined in the Registration Statement), and
(iii) the Units and their component parts are being purchased pursuant to an exemption from the registration requirements of the
Securities Act and will become freely tradable only after they are registered or an exemption from registration is available, and the
restrictions described above in clause (i) have 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 waiver 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 hereof 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 the party against whom enforcement of any such amendment, waiver, discharge or
termination is sought.


 


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.


 


		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 Subscriber has consented to receive notice;
(b) if by a posting on an electronic network together with separate notice to the Subscriber 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 Subscriber.


 






    -6- 


     


    

  


		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.


 


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.


 


[remainder of page intentionally left blank]


 




    -7- 


     


    

 


Accepted and agreed on the date set forth above.


 


	 	WESTERN ACQUISITION VENTURES CORP.
	 	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title: 


 


Accepted and agreed on the date set forth above.


 


	 	
    SUBSCRIBER:

     

    WESTERN ACQUISITION VENTURES SPONSOR LLC

	 	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title: 


 





[Western Acquisition Ventures Sponsor LLC - Placement
Unit Subscription Agreement]


 





     


     


    

 


SCHEDULE A


 


	NAME OF SUBSCRIBER	 	NUMBER OF UNITS	 
	Western Acquisition Ventures Sponsor LLC	 	 	261,000