Exhibit 10.6


 


FORM OF 


PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT


 


THIS PRIVATE PLACEMENT WARRANTS PURCHASE
AGREEMENT, dated as of [____], 2021 (as it may from time to time be amended and including all exhibits referenced herein, this
 “Agreement”), is entered into by and between CA Healthcare Acquisition Corp., a Delaware corporation (the “Company”),
and CA Healthcare Sponsor LLC, a Delaware limited liability company (the “Purchaser”).


 


WHEREAS, the Company intends to consummate
an initial public offering of the Company’s units (the “Public Offering”), each unit consisting of one
share of the Company’s Class A common stock, par value $0.0001 per share (each, a “Share”), and one-half
of one redeemable warrant. Each whole warrant entitles the holder to purchase one Share at an exercise price of $11.50 per Share.
The Purchaser has agreed to purchase an aggregate of 4,050,000 warrants (the “Private Placement Warrants”),
each Private Placement Warrant entitling the holder to purchase one Share at an exercise price of $11.50 per Share.


 


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:


 


AGREEMENT


 


Section 1. Authorization, Purchase and
Sale; Terms of the Private Placement Warrants.


 


A. Authorization of the Private
Placement Warrants. The Company has duly authorized the issuance and sale of the Private Placement Warrants to the Purchaser.


 


B. Purchase and Sale of the Private
Placement Warrants. On the date of the consummation of the Public Offering, and concurrently with the consummation thereof,
or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Closing Date”),
the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company 4,050,000 Private Placement
Warrants at a price of $1.00 per warrant for an aggregate purchase price of $4,050,000 (the “Purchase Price”).
The Purchase Price shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s
wiring instructions at least one business day prior to the date of effectiveness of the registration statement to be filed in connection
with the Public Offering. On the Closing Date, the Company, shall either, at its option, deliver a certificate evidencing the Private
Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect
such delivery in book-entry form.


 


C. Terms of the Private Placement
Warrants.


 


(i) The Private Placement Warrants shall
have their terms set forth in a Warrant Agreement to be entered into by the Company and a warrant agent, in connection with the
Public Offering (a “Warrant Agreement”).


 


(ii) At or prior to the time of the Closing
Date, the Company and the Purchaser shall enter into a registration rights agreement (the “Registration Rights Agreement”)
pursuant to which the Company will grant certain registration rights to the Purchaser relating to the Private Placement Warrants
and the Shares underlying the Private Placement Warrants.


 






     


     


    

 


Section 2. Representations and Warranties
of the Company. As a material inducement to the Purchaser to enter into this Agreement and purchase the Private Placement
Warrants, the Company hereby represents and warrants to the Purchaser (which representations and warranties shall survive the Closing
Date) that:


 


A.  Organization and Corporate
Power. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of
Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be
expected to have a material adverse effect on the financial condition, operating results or assets of the Company. The
Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this
Agreement and the Warrant Agreement.


 


B.  Authorization; No Breach.


 


(i)   The execution, delivery and performance
of this Agreement and the Private Placement Warrants have been duly authorized and approved by the Company as of the Closing Date.
This Agreement constitutes a valid and binding obligation of the Company, enforceable in accordance with its terms. Upon issuance
in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Private Placement Warrants
will constitute valid and binding obligations of the Company, enforceable in accordance with their terms.


 


(ii)  The execution and delivery by the Company
of this Agreement and the Private Placement Warrants, the issuance and sale of the Private Placement Warrants, the issuance of
the Shares upon exercise of the Private Placement Warrants and the fulfillment of, and compliance with, the respective terms hereof
and thereof by the Company, do not and will not as of the Closing Date (a) conflict with or result in a breach of the terms, conditions
or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance
upon the Company’s capital stock or assets under, (d) result in a violation of, or (e) require any authorization, consent,
approval, exemption, action, notice, declaration or filing, in each case, by or to any court or administrative or governmental
body or agency pursuant to the certificate of incorporation or the bylaws of the Company (in effect on the date hereof or as may
be amended prior to completion of the contemplated Public Offering), or any material law, statute, rule or regulation to which
the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except for any filings required
after the date hereof under federal or state securities laws.


 


C.  Title to Securities. Upon issuance
in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, the Placement Warrants will be duly and
validly issued and the Shares issuable upon exercise of the Private Placement Warrants will be duly and validly issued, fully
paid and nonassessable. On the date of issuance of the Placement Warrants, the Shares issuable upon exercise of the Placement
Warrants shall have been reserved for issuance. Upon issuance in accordance with, and payment pursuant to, the terms hereof and
the Warrant Agreement, the Purchaser will have good title to the Private Placement Warrants and the Shares issuable upon exercise
of such Private Placement Warrants, free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer
restrictions hereunder and under the other agreements contemplated hereby, (ii) transfer restrictions under federal and state
securities laws, and (iii) liens, claims or encumbrances imposed due to the actions of the Purchaser.


 


D.  Valid Issuance. The total
number of shares of all classes of capital stock which the Company has authority to issue is 110,000,000 shares of common stock
(which consist of 100,000,000 shares of the Company’s Class A Common Stock and 10,000,000 shares of the Company’s Class
B common stock, par value $0.0001 per share (the “Class B Common Stock”)) and 1,000,000 shares of the Company’s
preferred stock, par value $0.0001, per share (the “Preferred Stock”). As of the date hereof, the Company has issued
and outstanding no shares of Class A Common Stock, 2,875,000 shares of Class B Common Stock (of which up to 375,000 shares are
subject to forfeiture as described in the 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.


 


E.  Governmental Consents. No permit,
consent, approval or authorization of, or declaration to or filing with, any governmental authority is required in connection
with the execution, delivery and performance by the Company of this Agreement or the consummation by the Company of any other
transactions contemplated hereby.


 


Section 3. Representations and Warranties
of the Purchaser. As a material inducement to the Company to enter into this Agreement and issue and sell the Private
Placement Warrants to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations and warranties
shall survive the Closing Date) that:


 


A. Organization and Requisite Authority.
The Purchaser possesses all requisite power and authority necessary to carry out the transactions contemplated by this Agreement.


 






     


     


    

 


B.  Authorization; No Breach.


 


(i)   This Agreement constitutes a valid and
binding obligation of the Purchaser, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general
equitable principles (whether considered in a proceeding in equity or law).


 


(ii)  The execution and delivery by the Purchaser
of this Agreement and the fulfillment of and compliance with the terms hereof by the Purchaser does not and shall not as of the
Closing Date conflict with or result in a breach by the Purchaser of the terms, conditions or provisions of any agreement, instrument,
order, judgment or decree to which the Purchaser is subject that would materially impact its ability to perform its obligations
hereunder.


 


C.  Investment Representations.


 


(i)  The Purchaser is acquiring the Private
Placement Warrants and, upon exercise of the Private Placement Warrants, the Shares issuable upon such exercise (collectively,
the “Securities”), for the Purchaser’s own account, for investment purposes only and not with a view towards,
or for resale in connection with, any public sale or distribution thereof.


 


(ii) The Purchaser is an “accredited
investor” as such term is defined in Rule 501(a)(3) of Regulation D of the Securities Act of 1933, as amended (the “Securities
Act”).


 


(iii) The Purchaser understands that the
Securities are being offered and will be sold to it in reliance on specific exemptions from the registration requirements of the
United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s
compliance with, the representations and warranties of the Purchaser set forth herein in order to determine the availability of
such exemptions and the eligibility of the Purchaser to acquire such Securities.


 


(iv) The Purchaser did not enter into this
Agreement as a result of any general solicitation or general advertising within the meaning of Rule 502(c) under the Securities
Act.


 


(v)  The Purchaser has been furnished with
all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of
the Securities which have been requested by the Purchaser. The Purchaser has been afforded the opportunity to ask questions of
the executive officers and directors of the Company. The Purchaser understands that its investment in the Securities involves a
high degree of risk and it has sought such accounting, legal and tax advice as it has considered necessary to make an informed
investment decision with respect to the acquisition of the Securities.


 


(vi) The Purchaser understands that no United
States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement
of the Securities or the fairness or suitability of the investment in the Securities by the Purchaser nor have such authorities
passed upon or endorsed the merits of the offering of the Securities. 


  


(vii) The Purchaser understands that:
(a) the Securities have not been and are not being registered under the Securities Act or any state securities laws, and may
not be offered for sale, sold, assigned or transferred unless (1) subsequently registered thereunder or (2) sold in reliance
on an exemption therefrom; and (b) except as specifically set forth in the Registration Rights Agreement, neither the Company
nor any other person is under any obligation to register the Securities under the Securities Act or any state securities laws
or to comply with the terms and conditions of any exemption thereunder. While such Purchaser understands that Rule 144 under
the Securities Act is not available for the resale of securities initially issued by shell companies (other than business
combination related shell companies) or issuers that have been at any time previously a shell company, such Purchaser
understands that Rule 144 includes an exception to this prohibition if the following conditions are met: (i) the issuer of
the securities that was formerly a shell company has ceased to be a shell company; (ii) the issuer of the securities is
subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the
 “Exchange Act”); (iii) the issuer of the securities has filed all Exchange Act reports and material
required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to
file such reports and materials), other than Form 8-K reports; and (iv) at least one year has elapsed from the time that the
issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell
company.


 






     


     


    

 


(viii) The Purchaser has such knowledge
and experience in financial and business matters, knowledge of the high degree of risk associated with investments in the securities
of companies in the development stage such as the Company, is capable of evaluating the merits and risks of an investment in the
Securities and is able to bear the economic risk of an investment in the Securities in the amount contemplated hereunder for an
indefinite period of time. The Purchaser has adequate means of providing for its current financial needs and contingencies and
will have no current or anticipated future needs for liquidity which would be jeopardized by the investment in the Securities.
The Purchaser can afford a complete loss of its investment in the Securities.


 


Section 4. Conditions of the Purchaser’s
Obligations. The obligations of the Purchaser to purchase and pay for the Private Placement Warrants are subject to the
fulfillment, on or before the Closing Date, of each of the following conditions:


 


A.  Representations and Warranties.
The representations and warranties of the Company contained in Section 2 shall be true and correct at and as of the Closing Date
as though then made.


 


B.  Performance. The Company
shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required
to be performed or complied with by it on or before the Closing Date.


 


C.  No Injunction. No
litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated
or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having
authority over the matters contemplated hereby, which prohibits the consummation of any of the transactions contemplated by this
Agreement or the Warrant Agreement.


 


D. Warrant Agreement and
Registration Rights Agreement. The Company shall have entered into a Warrant Agreement with a warrant agent and the Registration
Rights Agreement, each on terms satisfactory to the Purchaser.


 


E.  Corporate Consents.
The Company shall have obtained the consent of its Board of Directors authorizing the execution, delivery and performance of this
Agreement and the Warrant Agreement and the issuance and sale of the Private Placement Warrants hereunder.


 


Section 5. Conditions of the Company’s
Obligations. The obligations of the Company to the Purchaser under this Agreement are subject to the fulfillment, on or
before the Closing Date, of each of the following conditions:


 


A.  Representations and Warranties.
The representations and warranties of the Purchaser contained in Section 3 shall be true and correct at and as of the Closing
Date as though then made.


 


B.  Performance. The Purchaser
shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required
to be performed or complied with by the Purchaser on or before the Closing Date.


 


C.  Corporate Consents.
The Company shall have obtained the consent of its Board of Directors authorizing the execution, delivery and performance of this
Agreement and the Warrant Agreement and the issuance and sale of the Private Placement Warrants hereunder.


 


D.  No Injunction. No
litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated
or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having
authority over the matters contemplated hereby, which prohibits the consummation of any of the transactions contemplated by this
Agreement or the Warrant Agreement.


 






     


     


    

 


E.  Warrant Agreement.
The Company shall have entered into a Warrant Agreement with a warrant agent on terms satisfactory to the Company.


 


Section 6. Termination. This
Agreement may be terminated at any time after June 30, 2021 upon the election by either the Company or the Purchaser upon written
notice to the other party if the closing of the Public Offering does not occur prior to such date.


 


Section 7. Survival of Representations
and Warranties. All of the representations and warranties contained herein shall survive the Closing Date.


 


Section 8. Definitions. Terms
used but not otherwise defined in this Agreement shall have the meaning assigned to such terms in the registration statement on
Form S-1 the Company has filed with the Securities and Exchange Commission under the Securities Act in connection with the Public
Offering.


 


Section 9. Miscellaneous.


 


A.  Successors and Assigns.
Except as otherwise expressly provided herein, all covenants and agreements contained in this Agreement 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. Notwithstanding the foregoing or anything to the contrary herein, the parties may not assign this Agreement without the
prior written consent of the other party hereto, other than assignments by the Purchaser to affiliates thereof (including, without
limitation, one or more of its members).


 


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


 


C.  Counterparts. This
Agreement may be executed simultaneously in two or more counterparts, none of which needs to contain the signatures of more than
one party, but all such counterparts taken together shall constitute one and the same agreement. 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.


 


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


 


E.  Governing Law. This
Agreement shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed
in accordance with the internal laws of the State of New York without regard to the conflicts of laws principles thereof.


 


F.  Amendments. This Agreement
may not be amended, modified or waived as to any particular provision, except by a written instrument executed by all parties
hereto.


 


[Signature Page Follows]


 


 



     


     


    




 


 


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


 


	 	COMPANY:	
	 	 	 
	 	CA HEALTHCARE ACQUISITION CORP. 
	 	 
	 	By:	
	 	Name: 	Larry J. Neiterman 
	 	Title:	Chief Executive Officer
	 	 
	 	PURCHASER:
	 
	 	CA HEALTHCARE SPONSOR LLC
	 	 
	 	By:	
	 	Name:	Tim McMahon
	 	Title:	Managing Member


 


[Signature Page to Private Placement
Warrants Purchase Agreement]