Exhibit 10.6


 


PRIVATE PLACEMENT SHARE PURCHASE AGREEMENT


 


THIS PRIVATE PLACEMENT SHARE
PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”),
dated as of [●], 2021, is entered into by and between Jade Value Acquisition Corporation, a Cayman Islands exempted company (the “Company”),
and Jade Value Holdings Limited, a British Virgin Islands limited liability company (the “Purchaser”).


 


WHEREAS, the Company intends
to consummate an initial public offering of the Company’s units (the “Public Offering”), each unit consisting
of one Class A ordinary share of the Company, par value $0.0001 per share (each, a “Share”), one-half of one
redeemable warrant, each whole warrant entitling the holder to purchase one Share at an exercise price of $11.50 per Share (each, a “Warrant”),
and one right to receive one-tenth of one Share (each, a “Right”), as set forth in the Company’s Registration
Statement on Form S-1, filed with the U.S. Securities and Exchange Commission (the “SEC”), File Number 333-[XX]
(the “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities Act”).


 


WHEREAS, the Purchaser has
agreed to purchase an aggregate of 250,000 Shares (and up to 12,000 additional Shares if the underwriters in the Public Offering exercise
their option to purchase additional units in full) (the “Private Placement Shares”).


 


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 Shares.


 


(a) Authorization of the Private
Placement Shares. The Company has duly authorized the issuance and sale of the Private Placement Shares to the Purchaser.


 


(b) Purchase and Sale of the
Private Placement Shares.


 


(i) On the date
of the consummation of the Public Offering (the “IPO Closing Date”), the Company shall issue and sell to the
Purchaser, and the Purchaser shall purchase from the Company, 250,000 Private Placement Shares at a price of $10.00 per Private Placement
Share for an aggregate purchase price of $2,500,000 (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 Wilmington Trust, National Association, acting as trustee, at least
one (1) business day prior to the date of effectiveness of the Registration Statement.On the IPO Closing Date, subject to the receipt
of funds pursuant to the immediately prior sentence, the Company, at its option, shall deliver a certificate evidencing the Private Placement
Shares purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.


 






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(ii) On the date
of the closing of the option to purchase additional units, if any, in connection with the Public Offering or on such earlier time and
date as may be mutually agreed by the Purchaser and the Company (the “Option Closing Date”, and each Option
Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the Purchaser,
and the Purchaser shall purchase from the Company, up to 12,000 Private Placement Shares (or, to the extent the option to purchase additional
units is not exercised in full, a lesser number of Private Placement Units in proportion to portion of the option that is exercised) at
a price of $10.00 per Private Placement Share for an aggregate purchase price of up to $120,000 (the “Option Purchase Price”).
The Purchaser shall pay the Option Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately
available funds to the Trust Account, at least one business day prior to the Option Closing Date. On the Option Closing Date, subject
to the receipt of funds pursuant to the immediately prior sentence, the Company shall, at its option, deliver a certificate evidencing
the Private Placement Shares purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery
in book-entry form.


 


(c) Terms of the Private Placement
Shares.


 


(i) The Private
Placement Shares are identical to the Shares that are part of the units to be offered in the Public Offering except that: (a) the Private
Placement Shares will not, except in limited circumstances, be transferable or salable until 30 days after the completion of the Company’s
initial business combination (the “Business Combination”) so long as they are held by the Purchaser or its permitted
transferees; and (b) the Private Placement Shares are being purchased pursuant to an exemption from the registration requirements of the
Securities Act and will become freely tradable only after the expiration of the lockup described above in clause (a) and they are registered
pursuant to the Registration Rights Agreement (as defined below) or an exemption from registration is available, and the restrictions
described above in clause (a) have expired.


 


(ii) On the IPO
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 Shares.


 


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
Shares, the Company hereby represents and warrants to the Purchaser (which representations and warranties shall survive each Closing Date)
that:


 


(a) Incorporation and Corporate
Power. The Company is an exempted company duly incorporated, validly existing and in good standing under the laws of the Cayman Islands
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.


 






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(b) Authorization; No Breach.


 


(i) The execution,
delivery and performance of this Agreement and the Private Placement Shares 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, 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 this Agreement, the Private Placement Shares 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 Shares, the issuance and sale of the Private Placement Shares
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 share capital 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 memorandum and articles of association of the Company
(in effect on the date hereof or as may be amended prior to completion of the 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 upon registration in the Company’s register of members,
the Private Placement Shares will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment
pursuant to, the terms hereof, and upon registration in the Company’s register of members, the Purchaser will have good title to
the Private Placement Shares purchased by it, 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.


 


(e) Regulation D Qualification.
Neither the Company nor, to its actual knowledge, any of its affiliates, members, officers, directors or beneficial shareholders of 20%
or more of its outstanding securities, has experienced a disqualifying event as enumerated pursuant to Rule 506 (d) of Regulation D under
the Securities Act.


 






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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
Shares to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations and warranties shall survive
each 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 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 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 Shares, 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, 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 Private Placement Shares 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 decide to 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 Private Placement Shares 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 Private Placement
Shares 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 Private Placement Shares.


 






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(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 Private Placement Shares or the fairness or suitability of the investment in the Private Placement Shares 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 Private Placement Shares 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 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 Private Placement Shares
despite technical compliance with the requirements of such Rule, and the Private Placement Shares 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, 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 Private Placement Shares and is able to bear the economic risk of an investment in the Private Placement Shares 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 Private Placement
Shares. The Purchaser can afford a complete loss of its investments in the Private Placement Shares.


 


(ix) The Purchaser
understands that the Private Placement Shares shall bear the following legend and appropriate “stop transfer restrictions”:


 


“THE SECURITIES
REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND
NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO
AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH,
IN THE OPINION OF COUNSEL, IS AVAILABLE.


 






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THE SECURITIES REPRESENTED
BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP PROVISIONS AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF DURING
THE TERM OF THE LOCKUP.”


 


Section 4. Conditions of the
Purchaser’s Obligations. The obligations of the Purchaser to purchase and pay for the Private Placement Shares are subject to the
fulfillment, on or before each 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 such 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.


 


(d) Registration Rights Agreement.
The Company shall have entered into the Registration Rights Agreement, in the form of Exhibit A hereto, 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 each 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 such 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 such 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 issuance and sale of the Private Placement Shares 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.


 






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Section 6. 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).


 


(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. Signatures to this Agreement transmitted via facsimile or
e-mail shall be valid and effective to bind the party so signing.


 


(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 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.


 


(f) Amendments. This Agreement
may not be amended, modified or waived as to any particular provision, except by a written instrument executed by the parties hereto.


 


[Signature Page Follows]


 




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IN WITNESS WHEREOF, the parties
hereto have executed this Agreement.


 


	 	COMPANY:
	 	 	 
	 	JADE VALUE ACQUISITION CORPORATION
	 	 
	 	

    By:
	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	PURCHASER:
	 	 	 
	 	JADE VALUE HOLDINGS LIMITED
	 	 	 
	 	

    By:
	 
	 	 	Name:
	 	 	Title:





 


[Signature Page to Private Placement Share Purchase
Agreement]


 




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EXHIBIT A


Registration Rights Agreement


 


 


9