Exhibit
10.6


 


PRIVATE
PLACEMENT WARRANTS PURCHASE AGREEMENT


 


THIS
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [●], 2021 (as it may from time to time be amended, this “Agreement”),
is entered into by and among NorthView Acquisition Corporation, a Delaware corporation (the “Company”) and, I-Bankers Securities,
Inc. and Dawson James Securities, Inc. (the “Purchasers”).


 


WHEREAS,
the Company intends to consummate a 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”), and one-half
of a redeemable warrant, each whole warrant exercisable for one Share at an exercise price of $11.50 per Share, as set forth in the Company’s
registration statement on Form S-1 related to the Public Offering (the “Registration Statement”); and


 


WHEREAS,
the Purchasers have agreed to purchase from the Company an aggregate of 1,120,000 warrants (or up to 1,228,000 warrants if the over-allotment
option in connection with the Public Offering is exercised in full) (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
Purchasers.


 


B. Purchase
and Sale of the Private Placement Warrants.


 


(i) As
payment in full for the 1,120,000 Private Placement Warrants being purchased under this Agreement, Purchasers shall pay $1,120,000 (the
“Purchase Price”), by wire transfer of immediately available funds or by such other method as may be reasonably acceptable
to the Company, to the trust account (the “Trust Account”) at a financial institution to be chosen by the Company,
maintained by Continental Stock Transfer & Trust Company, acting as trustee, at least one (1) business day prior to the
date of effectiveness of the Registration Statement.


 


(ii) In
the event that the over-allotment option is exercised in full, Purchasers shall purchase up to an additional 108,000 Warrants (the “Additional
Warrants”), in the same proportion as the amount of the over-allotment option that is exercised, and simultaneously with such
purchase of Additional Warrants, as payment in full for the Additional Warrants being purchased hereunder, and at least one (1) business
day prior to the closing of all or any portion of the over-allotment option, Purchasers shall each pay $1.00 per Additional Warrant,
up to an aggregate amount of $108,000, by wire transfer of immediately available funds or by such other method as may be reasonably acceptable
to the Company, to the Trust Account.


 


(iii) The
closing of the purchase and sale of the Private Placement Warrants shall take place simultaneously with the closing of the Public Offering
(the “Initial Closing Date”). The closing of the purchase and sale of the Additional Warrants, if applicable, shall
take place simultaneously with the closing of all or any portion of the over-allotment option (such closing date, together with the Initial
Closing Date, the “Closing Dates” and each, a “Closing Date”). The closing of the purchase and
sale of each of the Private Placement Warrants and the Additional Warrants shall take place at the offices of Schiff Hardin LLP, 901
K Street NW, Suite 700, Washington, DC, 20001, or such other place as may be agreed upon by the parties hereto.


 






    


     


    

 


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 Initial Closing Date, the Company and the Purchasers shall enter into a registration rights agreement (the
“Registration Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchasers
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 Purchasers to enter into this Agreement and
purchase the Private Placement Warrants, the Company hereby represents and warrants to the Purchasers (which representations and warranties
shall survive the Closing Dates) 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 by the Company as
of the Closing Dates. 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 as of the Closing Dates.


 


(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 Dates (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 and the Warrant Agreement, the Private
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. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the
Warrant Agreement, the Purchasers 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 Purchasers.


 


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 Purchasers. As a material inducement to the Company to enter into this Agreement and issue
and sell the Private Placement Warrants to the Purchasers, the Purchasers hereby represent and warrant to the Company (which representations
and warranties shall survive the Closing Dates) that:


 


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


 






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B. Authorization;
No Breach.


 


(i) This
Agreement constitutes a valid and binding obligation upon the Purchasers, 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 Purchasers of this Agreement and the fulfillment of and compliance with the terms hereof by the Purchasers
does not and shall not as of the Closing Dates conflict with or result in a breach by the Purchasers of the terms, conditions or provisions
of any agreement, instrument, order, judgment or decree to which the Purchasers are subject.


 


C. Investment
Representations.


 


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


 


(ii) The
Purchasers are 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 Purchasers have not experienced a disqualifying event as enumerated
pursuant to Rule 506(d) of Regulation D under the Securities Act.


 


(iii) The
Purchasers understand that the Securities are being offered and will be sold to them 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 Purchasers’ compliance with, the representations and warranties of the Purchasers set forth herein in order to determine the
availability of such exemptions and the eligibility of the Purchasers to acquire such Securities.


 


(iv) The
Purchasers 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
Purchasers have 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 Purchasers. The Purchasers have been afforded the opportunity
to ask questions of the executive officers and directors of the Company. The Purchasers understand that their 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
Purchasers understand 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 Purchasers
nor have such authorities passed upon or endorsed the merits of the offering of the Securities.


 


(vii) The
Purchasers understand 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 Purchasers understand 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 Purchasers understand 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.


 






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(viii) The
Purchasers have 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 Purchasers have adequate means of providing for their 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 their investment in the Securities.


 


Section 4.
Conditions of the Purchasers’ Obligations. The obligations of the Purchasers to purchase and pay for the Private Placement
Warrants are subject to the fulfillment, on or before the Closing Dates, 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 Dates 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 Dates.


 


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 (the “Warrant
Agreement”) and the Registration Rights Agreement, each on terms satisfactory to the Purchasers.


 


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 Purchasers under this Agreement are subject
to the fulfillment, on or before the Closing Dates, of each of the following conditions:


 


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


 


B. Performance.
The Purchasers 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 Purchasers on or before the Closing Dates.


 


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.


 






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D. Warrant
Agreement and Registration Rights Agreement. The Company shall have entered into the Warrant 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 and the Warrant Agreement and the issuance and sale of the Private Placement Warrants hereunder.


 


Section 6.
Termination. This Agreement may be terminated at any time after [•], 2021 upon the election by either the Company or the
Purchasers 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
Dates.


 


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 Purchasers 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]


 




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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:
	 	 
	 	NORTHVIEW ACQUISITION CORPORATION
	 	 
	 	By:	 
	 	Name:	 Jack E. Stover 
	 	Title:	 Chief Executive Officer 
	 
	 	 
	 	PURCHASERS:
	 	 
	 	I-BANKERS
    SECURITIES, INC.

                                                                      

    (with
    respect to _____ Private Placement Warrants or up to _____ Private Placement Warrants if the over-allotment option in connection
    with the Public Offering is exercised in full)

	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	DAWSON
    JAMES SECURITIES INC.

                                                                      

                                                                     (with
respect to _____ Private Placement Warrants or up to _____ Private Placement Warrants if the over-allotment option in connection with
the Public Offering is exercised in full)

		By:
	 
	 	Name:	 
	 	Title:	 


 


[Signature
Page to the Private Placement Subscription Agreement]


 




     


     


    

 


PRIVATE
PLACEMENT WARRANTS PURCHASE AGREEMENT


 


THIS
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of [●], 2021 (as it may from time to time be amended, this “Agreement”),
is entered into by and among NorthView Acquisition Corporation, a Delaware corporation (the “Company”) and NorthView Sponsor
I, LLC, a Delaware limited liability company (“Purchaser”).


 


WHEREAS,
the Company intends to consummate a 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”), and one-half
of a redeemable warrant, each whole warrant exercisable for one Share at an exercise price of $11.50 per Share, 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 from the Company an aggregate of 4,480,000 warrants (or up to 4,912,000 warrants if the over-allotment
option in connection with the Public Offering is exercised in full) (the “Sponsor Warrants”), each Sponsor 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 Sponsor Warrants.


 


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


 


B. Purchase
and Sale of the Sponsor Warrants.


 


(i) As
payment in full for the 4,480,000 Sponsor Warrants being purchased under this Agreement, Purchaser shall pay $4,480,000 (the “Purchase
Price”), by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company,
to the trust account (the “Trust Account”) at a financial institution to be chosen by the Company, maintained
by Continental Stock Transfer & Trust Company, acting as trustee, at least one (1) business day prior to the date of effectiveness
of the Registration Statement.


 


(ii) In
the event that the over-allotment option is exercised in full, Purchaser shall purchase up to an additional 432,000 Sponsor Warrants
(the “Additional Sponsor Warrants”), in the same proportion as the amount of the over-allotment option that is exercised,
and simultaneously with such purchase of Additional Sponsor Warrants, as payment in full for the Additional Sponsor Warrants being purchased
hereunder, and at least one (1) business day prior to the closing of all or any portion of the over-allotment option, Purchaser
shall each pay $1.00 per Additional Sponsor Warrant, up to an aggregate amount of $432,000, by wire transfer of immediately available
funds or by such other method as may be reasonably acceptable to the Company, to the Trust Account.


 


(iii) The
closing of the purchase and sale of the Sponsor Warrants shall take place simultaneously with the closing of the Public Offering (the
“Initial Closing Date”). The closing of the purchase and sale of the Additional Sponsor Warrants, if applicable, shall
take place simultaneously with the closing of all or any portion of the over-allotment option (such closing date, together with the Initial
Closing Date, the “Closing Dates” and each, a “Closing Date”). The closing of the purchase and
sale of each of the Sponsor Warrants and the Additional Sponsor Warrants shall take place at the offices of Schiff Hardin LLP, 901 K
Street NW, Suite 700, Washington, DC, 20001, or such other place as may be agreed upon by the parties hereto.


 






     


     


    

 


C. Terms
of the Sponsor Warrants.


 


(i) The
Sponsor 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 Initial 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 Sponsor Warrants and the Shares underlying the Sponsor Warrants.


 


Section 2.
Representations and Warranties of the Company.  As a material inducement to the Purchaser to enter into this Agreement and purchase
the Sponsor Warrants, the Company hereby represents and warrants to the Purchaser (which representations and warranties shall survive
the Closing Dates) 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 Sponsor Warrants have been duly authorized by the Company as of the Closing
Dates. 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 Sponsor Warrants will constitute
valid and binding obligations of the Company, enforceable in accordance with their terms as of the Closing Dates.


 


(ii) The
execution and delivery by the Company of this Agreement and the Sponsor Warrants, the issuance and sale of the Sponsor Warrants, the
issuance of the Shares upon exercise of the Sponsor 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 Dates (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 and the Warrant Agreement, the Sponsor
Warrants will be duly and validly issued and the Shares issuable upon exercise of the Sponsor 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 Sponsor Warrants and the Shares issuable upon exercise of such Sponsor 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 Sponsor Warrants to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations and
warranties shall survive the Closing Dates) that:


 


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






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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
does not and shall not as of the Closing Dates 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 are subject.


 


C. Investment
Representations.


 


(i) The
Purchaser is acquiring the Sponsor Warrants and, upon exercise of the Sponsor Warrants, the Shares issuable upon such exercise (collectively,
the “Securities”), for the Purchaser’s own accounts, 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.


 






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(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 Sponsor Warrants
are subject to the fulfillment, on or before the Closing Dates, 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 Dates 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 Dates.


 


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 (the “Warrant
Agreement”) 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 Sponsor 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 Dates, 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 Dates 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 Dates.


 


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 the Warrant Agreement and the Registration Rights
Agreement.


 






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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 Sponsor Warrants hereunder.


 


Section 6.
Termination. This Agreement may be terminated at any time after [•], 2021 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.
Survival of Representations and Warranties. All of the representations and warranties contained herein shall survive the Closing
Dates.


 


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.


 


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]


 




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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:
	 	 
	 	NORTHVIEW
ACQUISITION CORPORATION
	 	 
	 	By:	 
	 	Name:	 Jack E. Stover 
	 	Title:	 Chief Executive Officer 
	 	 	 
	 	PURCHASER:

	 	 
	 	NORTHVIEW SPONSOR I, LLC.
	 	 
	 	By:	 
	 	Name:	 Jack E. Stover
	 	Title:	 Manager 


 


[Signature Page to the Private Placement
Subscription Agreement]