Exhibit 10.6


 


SUBSCRIPTION AGREEMENT


 


This
Subscription Agreement, dated as of August 17, 2020 (this “Agreement”),
is being made and entered into by and between KINGSWOOD GLOBAL
HOLDINGS INC., a Delaware corporation (the “Corporation”),
and KINGSWOOD GLOBAL SPONSOR
LLC (the “Subscriber”). Capitalized terms used herein and not otherwise defined have the meanings ascribed
to such terms in the Amended and Restated Certificate of Incorporation, dated August 17, 2020, as amended from time to time.


 


W I T N E
S S E T H :


 


Whereas,
Subscriber wishes to contribute to the Corporation the property and assets set forth on Schedule A hereto (the “Contributed
Assets”) and, in consideration thereof, subscribe, and the Corporation wishes to accept such subscription of Subscriber,
for a number of shares of Class B Common Stock, subject to the terms and conditions of this Agreement.


 


Now
Therefore, in consideration of the mutual covenants hereinafter set forth and
other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree
as follows:


 


1.                  
Subscription and Issuance. On the terms and subject to the conditions set forth in this Agreement, at the Closing,
Subscriber shall subscribe for, purchase and acquire from the Corporation, and the Corporation shall accept such subscription and
issue, transfer and convey to Subscriber, the Shares of Class B Common Stock set forth opposite the Subscriber’s name on
Schedule B hereto (the “Shares”) in consideration of the Contributed Assets (the “Issuance”).


 


2.                  
Closing. The consummation of the Issuance (the “Closing”) shall occur on such date and at
such time as the Corporation has been assigned and assumed the Contributed Assets. Upon Closing, the Corporation shall issue to
the Subscriber the Shares purchased by Subscriber pursuant hereto. The Shares shall be uncertificated.


 


3.                  
Entire Agreement; Binding Effect. This Agreement contains the entire agreement of the parties with respect to
the subject matter hereto, and shall inure to the benefit of and be binding upon the parties hereto and upon their successors in
interest of any kind whatsoever, including, but not limited to, their heirs, executors, administrators, guardians, trustees, attorneys-in-fact
and legal and personal representatives.


 


4.                  
Modification and Waiver. Any modification, waiver, amendment or termination of this Agreement or any provision
hereof shall be effective only if in writing and signed by all parties to this Agreement.


 


5.                  
Assignment. No party shall be permitted to assign any of its rights, interests or obligations hereunder without
the express written consent of the other party.


 


6.                  
Governing Law. This Agreement shall be governed by and construed in accordance the internal laws of the State
of Delaware applicable to agreements made in and to be wholly performed in such state, without giving effect to any choice or conflict
of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws
of any jurisdiction other than the State of Delaware.


 


7.                   Counterparts.
This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original
and all of which shall constitute the same instrument. This Agreement and any amendments hereto, to the extent signed and
delivered by means of a facsimile machine or by electronic mail, shall be considered to have the same binding legal effect as
if it were the original signed version thereof delivered in person.


 


[Signature Page Follows]


 






    


     


    







 


IN WITNESS WHEREOF,
the Agreement has been executed by the parties hereto as of the date first written above.


 


	 	CORPORATION:
	 	 
	 	Kingswood
    Global Holdings Inc.
	 	 
	 	By:	/s/ Michael Nessim
	 	Name: Michael Nessim
	 	Title: Chief Executive Officer
	 	 
	 	SUBSCRIBER:
	 	 
	 	Kingswood
    Global Sponsor LLC
	 	 
	 	By:	/s/ Gary Wilder
	 	Name: Gary Wilder
 Title: Authorized
    Person




 


Signature Page to Subscription Agreement


 






    


     


    










 


SCHEDULE A


 


Contributed
Assets


 


1. Cash in an amount equal to $25,000.


 






    


     


    







 


SCHEDULE B


 


Issuance


 


	Subscriber	 	Class B Common Stock
	Kingswood Global Sponsor LLC	 	4,312,500 shares of Class B Common Stock