Exhibit
10.6


 


PRIVATE
PLACEMENT UNITS PURCHASE AGREEMENT


 


THIS
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of __________ ___, 2022, as it may from time to time be amended, this “Agreement”),
is entered into by and among EF Hutton Acquisition Corporation I, a Delaware corporation (the “Company” and, ______________________,
a resident of __________ (“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 common stock, par value $0.0001 per share (a “Share”), one
redeemable warrant, each warrant exercisable for one Share at an exercise price of $11.50 per Share, and one right to receive 1/8 of
one Share upon the consummation of the Company’s initial business combination as set forth in the Company’s registration
statement on Form S-1 related to the Public Offering (the “Registration Statement”); and


 


WHEREAS,
the Purchaser has agreed to purchase, at a price of $10.00 per unit, an aggregate of ______ units (and up to ______ units, or an additional
______ units, if the underwriters in the Public Offering exercise their over-allotment option in full) (the “Private Placement
Units”), each Private Placement Unit consisting of one Share (a “Private Placement Share”), one Warrant
(a “Private Placement Warrant”), each Private Placement Warrant entitling the holder to purchase one Share at an exercise
price of $11.50 per Share and one right (a “Private Placement Right”) to receive 1/8 of one Share upon the consummation
of the Company’s initial business combination.


 


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 Units.


 


A.
Authorization of the Private Placement Units.
The Company has duly authorized the issuance and sale of the Private Placement Units, including the Private Placement Shares, the Private
Placement Warrants and the Private Placement Rights included in the Private Placement Units, and, subject to (i) proper exercise of the
Private Placement Warrants and against payment therefor, the Shares underlying such Private Placement Warrants, to the Purchaser and
(ii) issuance of the Shares underlying the Private Placement Rights upon the consummation of the Company’s initial business combination.


 


B.
Purchase and Sale of the Private Placement Units.


 


(i)
As payment in full for the _______ Private Placement Units being purchased under this Agreement, Purchaser shall pay $________, by means
of wire transfer in immediately available funds, to the trust account at a financial institution to be chosen by the Company, maintained
by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), at least one (1) business
day prior to the date of effectiveness of the Registration Statement.


 


(ii)
The closing of the purchase and sale of the Private Placement Units shall take place simultaneously with the closing of the Public Offering
(the “Closing Date”).


 


C.
Terms of the Private Placement Securities.


 


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


 


(iii)
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 Units, including the Private Placement Shares, the Private Placement Warrants and the Private Placement Rights included in
the Private Placement Units, the Shares underlying the Private Placement Warrants and the Shares underlying the Private Placement Rights.


 


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 Units, 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, the Warrant Agreement and the Rights Agreement.


 


B.
Authorization; No Breach.


 


(i)
The execution, delivery and performance of this Agreement and the Private Placement Units, including the Private Placement Shares, the
Private Placement Warrants and the Private Placement Rights included in the Private Placement Units, and, subject to (i) proper exercise
of the Private Placement Warrants and against payment therefor, and (ii) issuance of the Shares underlying the Private Placement Rights
upon the consummation of the Company’s initial business combination, the Shares underlying such Private Placement Warrants and
the Private Placement Rights, have been duly authorized by the Company. This Agreement constitutes the valid and binding obligation of
the Company, 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). Upon issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement
and the Rights Agreement (as applicable) and this Agreement, the Private Placement Units, including the Private Placement Warrants and
the Private Placement Rights included in the Private Placement Units, will constitute valid and binding obligations of the Company, enforceable
in accordance with their terms as of the Closing Date.


 


(ii)
The execution and delivery by the Company of this Agreement and the Private Placement Units, the issuance and sale of the Private Placement
Units, the issuance of the Private Placement Shares, the Private Placement Warrants included in the Private Placement Units, the Private
Placement Rights included in the Private Placement Units and the Shares upon exercise of the Private Placement Warrants and the issuance
of the Shares underlying the Private Placement Rights upon the consummation of the Company’s initial business combination 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 or other action by or notice or declaration to, or filing
with, 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, the Warrant Agreement and the Rights Agreement (as applicable), the Private Placement
Shares included in the Private Placement Units, the Shares issuable upon exercise of the Private Placement Warrants and the Shares issuable
pursuant to the Private Placement Rights will be duly and validly issued, fully paid and nonassessable. On the date of issuance of the
Private Placement Units, the Private Placement Shares, the Shares issuable upon exercise of the Private Placement Warrants and the Shares
issuable pursuant to the Private Placement Rights shall have been reserved for issuance. Upon issuance in accordance with, and payment
pursuant to, the terms hereof, the Warrant Agreement and the Rights Agreement (as applicable), the Purchaser will have good title to
the Private Placement Units, including the Private Placement Shares, the Private Placement Warrants included in the Private Placement
Units and the Private Placement Rights included in the Private Placement Units, and the Shares issuable upon exercise of such Private
Placement Warrants and the Shares issuable pursuant to the Private Placement Rights, 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.
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 Units 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 upon 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
do not and shall not as of each Closing Date (a) conflict with or result in a breach by the Purchaser 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 Purchaser’s
equity or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption or other action
by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to the Purchaser’s
organizational documents 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 Purchaser is subject, or any agreement, instrument, order, judgment or decree
to which the Purchaser is subject, except for any filings required after the date hereof under federal or state securities laws.


 


C.
Investment Representations.


 


(i)
The Purchaser is acquiring the Private Placement Units, including the Private Placement Shares, the Private Placement Warrants and the
Private Placement Rights included in the Private Placement Units, and, upon exercise of the Private Placement Warrants, the Shares issuable
upon such exercise and the Shares issuable pursuant to the Private Placement Rights (collectively, the “Securities”)
for its 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”), and the Purchaser has not experienced a disqualifying event as enumerated
pursuant to Rule 506(d) of Regulation D under 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 the 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, the 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
Purchasers 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 Units 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, the Warrant Agreement or the Rights
Agreement.


 




    	 



    	 



    

 


D.
Warrant Agreement, Rights Agreement and Registration
Rights Agreement. The Company shall have entered into the Warrant Agreement with a warrant agent, the Rights Agreement with the rights
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, the Warrant Agreement and
the Rights Agreement and the issuance and sale of the Private Placement Units 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.
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, the Warrant Agreement or the Rights
Agreement.


 


D.
Warrant Agreement, Rights Agreement and Registration
Rights Agreement. The Company shall have entered into the Warrant Agreement, the Rights Agreement and the Registration Rights Agreement.


 


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


 


Section
6. Termination. This Agreement may be terminated
at any time after [•], 2022 upon the election by either the Company or the Purchaser upon written notice to the other parties if
the closing of the Public Offering does not occur prior to such date.


 


Section
7. FINRA Lock-Up. With respect to Private
Placement Units beneficially owned by affiliates of EF Hutton, division of Benchmark Investments, LLC, the Private Placement Units beneficially
owned by affiliates of EF Hutton, division of Benchmark Investments, LLC and underlying securities will not be sold, transferred, assigned,
pledged or hypothecated, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective
economic disposition of such securities by any person for a period of 180 days beginning on the date of commencement of sales the Public
Offering, except as provided in Rule 5110(e)(2) of the FINRA Manual.


 


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


 


Section
9. Definitions. Terms used but not otherwise
defined in this Agreement shall have the meaning assigned to such terms in the Registration Statement.


 


Section
10. 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, other than assignments by the Purchaser to affiliates thereof.


 




    	 



    	 



    

 


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 need 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 Delaware and for all purposes shall be construed in accordance with the internal
laws of the State of Delaware.


 


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:
	 	 
	 	EF
    HUTTON ACQUISITION CORPORATION I
	 	 	 
	 	By:	 
	 	Name:	Benjamin
    Piggott
	 	Title:	Chief
    Executive Officer
	 	 	 
	 	PURCHASER:
	 	 	 
	 	 
	 	By:	 
	 	Name:
    	 
	 	Title:
    	 


 


[Signature
Page to the Private Placement Subscription Agreement]