Exhibit 10.6


 


	 	[
  ], 2021



 


Oxus
Acquisition Corp.


7F,
77/2 Al-Farabi Avenue


Almaty,
Kazakhstan 050040


 


Ladies
and Gentlemen:


 


Oxus
Acquisition Corp. (the “Company”), a blank check company formed for the purpose of entering into a merger,
capital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with
one or more businesses or entities (a “Business Combination”), intends to register its securities under the
Securities Act of 1933, as amended (the “Securities Act”), in connection with its initial public offering (“IPO”).
The Company currently anticipates selling units in the IPO, each comprised of one Class A ordinary share, par value $0.0001 per share,
of the Company (“Ordinary Share(s)”) and one warrant (“Warrant”), each whole Warrant
to purchase one Ordinary Share. 


 


The
undersigned hereby commits to purchase an aggregate of 375,000 warrants of the Company (“Initial Warrants”)
at $1.00 per Initial Warrant for an aggregate purchase price of $375,000 (the “Initial Purchase Price”). Additionally,
if the underwriters in the IPO (“Underwriters”) exercise their over-allotment option in full or in part, the
undersigned further commits to purchase up to an additional 36,685 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 $36,685 (the “Over-Allotment Purchase Price” and together with the Initial Purchase Price, the
“Purchase Price”)). The Private Warrants will be identical to the warrants to be sold in the IPO except as
described in the Company’s registration statement filed in connection with the IPO (“Registration Statement”).


 


On
the date of the closing of the IPO (the “IPO Closing Date”), the Company shall issue and sell to the undersigned,
and the undersigned shall purchase from the Company, the Initial Warrants for the Initial Purchase Price. At least one (1) business day
prior to the date the Registration Statement is declared effective, the undersigned will cause the Purchase Price to be delivered by
wire transfer of immediately available funds to the accounts designated by the Company, including to the trust account at a financial
institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee, in accordance
with the Company’s wiring instructions. On the IPO Closing Date, the Initial Purchase Price shall be released to the Company and
the Company shall effect delivery of the Initial Warrants to the undersigned in book-entry form.


 


On
the date of the closing of the over-allotment option, if any, in connection with the IPO (each such date, an “Over-Allotment
Closing Date,” and each Over-Allotment Closing Date (if any) and the IPO Closing Date, a “Closing Date”),
the Over-Allotment Purchase Price shall be released to the Company and the Company shall issue and sell to the undersigned, and the undersigned
shall purchase from the Company, the Additional Warrants (or, to the extent the over-allotment option is not exercised in full, a lesser
number of Additional Warrants in proportion to portion of the over-allotment option that is exercised). On each Over-Allotment Closing
Date, if any, subject to receipt of funds pursuant to the immediately prior sentence, the Company shall effect delivery of the Additional
Warrants to the undersigned in book-entry form. 


 


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


 


		●	the
Private Warrants 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 “Warrant
Agreement”));



 


		●	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 Company and the Underwriters to be filed as an exhibit to the Registration Statement (the “Registration
Rights Agreement”); 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) the Registration Rights Agreement.


 


The
undersigned hereby represents and warrants to the Company (which representations and warranties shall survive each Closing Date) that:


 


		(a)	it
has been advised that the Private Warrants and, upon exercise of the Private Warrants, the shares of Ordinary Shares issuable upon such
exercise (collectively, the “Securities”), have not been registered under the Securities Act;



 


		(b)	it
is acquiring 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;



 


		(c)	it
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 undersigned’s
compliance with, the representations and warranties of the undersigned set forth herein in order to determine the availability of such
exemptions and the eligibility of the undersigned to acquire such Securities;



 


		(d)	it
is an “accredited investor” as defined by Rule 501(a)(3) of Regulation D promulgated under the Securities Act, and it has
not experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities Act. The undersigned
did not decide to enter into this letter agreement as a result of any general solicitation or general advertising within the meaning
of Rule 502(c) of Regulation D under the Securities Act;



 


		(e)	it
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 undersigned. The undersigned has been afforded the opportunity to ask
questions of the executive officers and directors of the Company. The undersigned 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;



 


		(f)	it
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 undersigned nor have such
authorities passed upon or endorsed the merits of the offering of the Securities;



 




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		(g)	it
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 undersigned understands that the U.S. Securities and Exchange
Commission has taken the position that promoters or affiliates of a blank check company and their transferees, both before and after
an initial 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;



 


		(h)	it
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 undersigned 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 undersigned
can afford a complete loss of its investments in the Securities;



 


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



 


		(j)	it
understands that the Private Warrants shall bear the legend substantially in the form set forth in the Warrant Agreement and be subject
to appropriate “stop transfer restrictions”;



 


		(k)	this
letter agreement constitutes a legal, valid and binding obligation of the undersigned, 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); and



 


		(l)	the
execution and delivery by the undersigned of this letter agreement and the fulfillment of and compliance with the terms hereof by the
undersigned do not and shall not as of each Closing Date (a) conflict with or result in a breach by the undersigned 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 undersigned’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 undersigned’s organizational documents in effect on the date hereof or as may be amended prior to completion of the contemplated
IPO, or any material law, statute, rule or regulation to which the undersigned is subject, or any agreement, instrument, order, judgment
or decree to which the undersigned is subject, except for any filings required after the date hereof under federal or state securities
laws.



 






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All
of the representations and warranties contained herein shall survive each Closing Date. Except as otherwise expressly provided herein,
all covenants and agreements contained in this letter 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 letter agreement, other than assignments by the undersigned to affiliates thereof
(including, without limitation one or more of its members). This letter agreement may not be amended, modified or waived as to any particular
provision, except by a written instrument executed by the parties hereto.


 


Whenever
possible, each provision of letter agreement shall be interpreted in such manner as to be effective and valid under applicable law, but
if any provision of this letter 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 letter agreement. This letter 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.


 


Any
notice, consent or request to be given in connection with any of the terms or provisions of this letter agreement shall be in writing
and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery
or electronic transmission.


 


This
letter agreement shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed
in accordance with the internal laws of the State of New York, without giving effect to conflicts of law principles that would result
in the application of the laws of another jurisdiction.


 


This
letter agreement may be terminated by the Company or the undersigned at any time after [   ], 2021 upon written notice to the other party
hereto if the closing of the IPO does not occur prior to such date.


 


[Signature
Page Follows]


 




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	 	Very truly yours,
	 	 	 
	 	EARLYBIRDCAPITAL, INC.
	 	 	 
	 	By:	                         
	 	 	Name:
	 	 	Title:


 


	Accepted and Agreed:	 
	 	 	 	 
	oxus ACQUISITION CORP.	 
	 	 	 	 
	By:	 	 
	 	Name: 	Kanat Mynzhanov	 
	 	Title:	Chief Executive Officer	 


 


[Signature Page to Subscription Agreement for Private Warrants]