Exhibit
10.6


 


[_____],
2021


 


Ladies
and Gentlemen:


 


Progress
Acquisition Corp. (“Corporation”), 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”). The
Corporation currently anticipates selling units (“Units”) in the IPO, each comprised of one share of Class
A common stock, par value $0.0001 per share, of the Corporation (“Common Stock”) and one-half of one warrant
(“Warrant”), each Warrant to purchase one share of Common Stock.


 


The
undersigned hereby commits to purchase an aggregate of 3,950,000 Warrants (the “Initial Warrants”) at $1.00
per Warrant for an aggregate purchase price of $3,950,000 (the “Initial Purchase Price”). Additionally, if
the underwriters in the IPO (“Underwriters”) exercise their over-allotment option in full or part, the undersigned
further commits to purchase up to an additional 375,000 Warrants (“Additional Warrants” and together with the
Initial Warrants, the “Private Warrants”) at $1.00 per Additional Warrant, for an aggregate purchase price
of up to $375,000 (the “Over-Allotment Purchase Price” and together with the Initial Purchase Price, the “Purchase
Price”). At least 24 hours prior to the effective date (“Effective Date”) of the Corporation’s
registration statement filed in connection with the IPO (“Registration Statement”), the undersigned will cause
the Purchase Price to be delivered to the trust fund (“Trust Fund”) established by the Corporation for the
benefit of the Corporation’s public stockholders as described in the Registration Statement. The undersigned agrees that
if the size of the IPO is increased or decreased for any reason, the amount of the undersigned’s investment will be either
increased or decreased, as applicable, so that the undersigned’s percentage of the aggregate investment in Private Warrants
made by the undersigned and other investors of the Company remains the same. If the size of the offering is increased, the undersigned
agrees that it will deliver the purchase price for such additional Private Warrants to the Trust Fund as set forth above or as
promptly as is reasonably practicable following the increase if it is on the Effective Date. If the size of the offering is decreased,
the unused portion of the Purchase Price shall be returned to the undersigned.


 


The
consummation of the purchase and issuance of the Initial Warrants and Additional Warrants (if any) shall occur simultaneously
with the consummation of the IPO and over-allotment option, respectively. At least 24 hours prior to the Effective Date, the undersigned
shall deposit the Initial Purchase Price, without interest or deduction, into the Trust Fund. Simultaneously with the consummation
of all or any part of the over-allotment option, the undersigned shall deposit the pro-rata portion of the Over-Allotment Purchase
Price, based upon the amount of the over-allotment option that has been exercised, without interest or deduction, into the Trust
Fund. If the Corporation does not complete the IPO within thirty (30) days from the Effective Date, the Purchase Price (without
interest or deduction) will be returned to the undersigned.


 


The
Private Warrants will be identical the Warrants to be sold by the Corporation in the IPO, except that:


 


	 	●	the
    Private Warrants (i) will not be redeemable by the Corporation and (ii) may be exercised for cash or on a cashless basis,
    as described in the Registration Statement, in each case so long as they are held by the undersigned or any of its permitted
    transferees;


 


	 	●	the
    Private Warrants and underlying securities will not be transferable by the undersigned until the consummation of a Business
    Combination (subject to certain exceptions as described in the Registration Statement and set forth in the warrant agreement
    governing the Private Warrants);


 


	 	●	the
    Private Warrants and underlying securities will be subject to customary registration rights, pursuant to a registration rights
    agreement on terms agreed upon by the Corporation and the Underwriters to be filed as an exhibit to the Registration Statement;


 






     


     


    

 


	 	●	the
    undersigned will not participate in any liquidation distribution with respect to the Private Warrants or the underlying securities
    (but will participate in liquidation distributions with respect to any Units or shares of Common Stock purchased by the undersigned
    in the IPO or in the open market after the IPO) if the Corporation fails to consummate a Business Combination; and


 


	 	●	the
    Private Warrants and the underlying securities will include any additional terms or restrictions as is customary in other
    similarly structured blank check company offerings or as may be reasonably required by the Underwriters in order to consummate
    the IPO, which terms or restrictions will be described in the Registration Statement.


 


The
undersigned acknowledges and agrees that it 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 (i) an insider letter and (ii) a registration rights agreement.


 


The
undersigned hereby represents and warrants that, as applicable:


 


	 	(a)	it
    has been advised that the Private Warrants and the underlying securities have not been registered under the Securities Act;


 


	 	(b)	it
    is acquiring the Private Warrants and the underlying securities for its account for investment purposes only;


 


	 	(c)	it
    has no present intention of selling or otherwise disposing of the Private Warrants or the underlying securities in violation
    of the securities;


 


	 	(d)	it
    is an “accredited investor” as defined by Rule 501 of Regulation D promulgated under the Securities Act of 1933,
    as amended;


 


	 	(e)	it
    has had both the opportunity to ask questions and receive answers from the officers and directors of the Corporation and all
    persons acting on its behalf concerning the terms and conditions of the offer made hereunder;


 


	 	(f)	it
    is familiar with the proposed business, management, financial condition and affairs of the Corporation;


 


	 	(g)	it
    has full power, authority and legal capacity to execute and deliver this letter and any documents contemplated herein or needed
    to consummate the transactions contemplated in this letter; and


 


	 	(h)	this
    letter constitutes a legal, valid and binding obligation, and is enforceable against it. 


 


[Signature
Page Follows]


 




    2


     


    

 


	 	Very
    truly yours,
	 	 	 
	 	Progress
    Capital I LLC
	 	 
	 	By:	 
	 	 	Name:
    David Arslanian
	 	 	Title:
    Managing Member
	 	 	 
	 	 
	 	By:	 
	 	 	Name:
    Richard Gallagher
	 	 	Title:
    Managing Member
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:
    Warren Schlichting
	 	 	Title:
    Managing Member


 


	Accepted
    and Agreed:
	 	 	 
	PROGRESS
    ACQUISITION CORP.
	 	 	 
	By:	 	 
	 	Name:
    Warren Schlichting	 
	 	Title:
    Chief Executive Officer	 


 


[Signature
Page to Warrants Purchase Agreement]