EX-10.6



 Exhibit 10.6 

FORM OF SPONSOR WARRANTS PURCHASE AGREEMENT 

THIS WARRANTS PURCHASE AGREEMENT, dated as of September 29, 2015 (as it may from time to time be amended, this “Agreement”), by
and between NB Capital Acquisition Corp., a Delaware corporation (the “Company”), and NB Capital Sponsor, LLC, a Delaware limited liability company (the “Purchaser”). 

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 (a “Share”), and one warrant as set forth in the Company’s registration statement on Form S-1 (the “Registration Statement”),
filed with the Securities and Exchange Commission (the “SEC), under the Securities Act of 1933, as amended (the “Securities Act”). Each warrant entitles the holder to purchase one-half of one Share at an exercise price of $5.75 per
half-Share. The Purchaser has agreed to purchase an aggregate of                  warrants (or up to
                 warrants if the over-allotment option in connection with the Public Offering is exercised in full) (the “Warrants”), each Warrant entitling
the holder to purchase one-half of one Share at an exercise price of $5.75 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 Warrants. 
 A. Authorization of the Warrants. The Company has duly
authorized the issuance and sale of the Warrants to the Purchaser. 
 B. Purchase and Sale of the Warrants. On the date that is one
business day prior to the date of the consummation of the Public Offering 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, the Warrants at a price of $0.50 per warrant for an aggregate purchase price of $         (or up to $         if the
over-allotment option in connection with the Public Offering is exercised in full) (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring
instructions. On the Closing Date, upon the payment by the Purchaser of the Purchase Price by wire transfer of immediately available funds to the Company, the Company shall deliver a certificate evidencing the Warrants duly registered in the
Purchaser’s name to the Purchaser and deposit the Purchase Price, without interest or deduction, into the trust fund established for the benefit of the Company’s public stockholders as described in the Registration Statement, pursuant to
the terms of a trust agreement to be entered into between the Company and Continental Stock Transfer & Trust Company. 
 C.
Terms of the Warrants. 
 (i) Each Warrant shall have the terms set forth in a Warrant Agreement to be entered into by the Company
and a warrant agent, in connection with the Public Offering (the “Warrant Agreement”). 
 (ii) At the time of the closing of the
Public Offering, 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
Warrants and the Shares underlying the Warrants. 
 Section 2. Representations and Warranties of the Company. As a material
inducement to the Purchaser to enter into this Agreement and purchase the 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 Warrants have been duly authorized by the Company as of the Closing
Date. This Agreement constitutes the 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
Warrants 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 Warrants, the issuance and sale of the Warrants, the issuance of the
Shares of common stock upon exercise of the 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 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 of the
Company or the Bylaws of the Company, 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 Shares issuable upon exercise of the Warrants will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant
Agreement, the Purchaser will have good title to the Warrants and the Shares issuable upon exercise of such 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. 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 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. 

  
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 C. Investment Representations. 

(i) The Purchaser is acquiring the Warrants and, upon exercise of the 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 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 decided to enter into this Agreement not 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. In this regard, the Purchaser understands that the SEC has taken the position that promoters or affiliates of a blank check company and their transferees, both before and after a Business Combination, are deemed to be
“underwriters” under the Securities Act when reselling the securities of a blank check company. Based on that position, Rule 144 adopted pursuant to the Securities Act would not be available for resale transactions of the Securities
despite technical compliance with the requirements of such Rule, and the Securities can be resold only through a registered offering or in reliance upon another exemption from the registration requirements of the Securities Act. 

(viii) The Purchaser has such knowledge and experience in financial and business matters, knows 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. 

  
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 Section 4. Conditions of the Purchaser’s Obligations. The obligation of the Purchaser
to purchase and pay for the 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. The Company shall have entered into a
Warrant Agreement with a warrant agent on terms satisfactory to the Purchaser. 
 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 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 December 31, 2015 upon the election by
either the Company or the Purchaser entitled to purchase a majority of the Warrants upon written notice to the other parties 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. 
 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, other than assignments by the Purchaser to affiliates thereof (including, without limitation one or more of its members). 

  
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 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. 

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] 

  
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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:
	
	NB CAPITAL ACQUISITION CORP.
		
	By:	 	  

	Name:	 	Anthony Tutrone
	Title:	 	Chief Executive Officer and Secretary
	
	PURCHASER:
	
	NB CAPITAL SPONSOR, LLC
		
	By:	 	  

	Name:	 	
	Title:	 	


 [Signature Page to Warrants Purchase Agreement]