Exhibit 10.6


 


PRIVATE PLACEMENT UNITS 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 Bannix Acquisition Corp., a Delaware corporation (the “Company” and, Suresh Yezhuvath,
a resident of ________ (“Purchaser”).


 


WHEREAS, the Company intends
to consummate a public offering of the Company’s units (the “Public Offering”), each unit (a “Unit”)
consisting of one share of the Company’s common stock, par value $0.01 per share (a “Share”), one right
to receive 1/10 of a Share upon consummation of a business combination (a “Right”) and one-half of one 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 Units (the “Private Placement Units”).


 


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 Units.


 


A.                 
Authorization of the Private Placement Units. The Company has duly authorized the issuance and sale of the
Private Placement Units to the Purchaser.


 


B.                 
Purchase and Sale of the Private Placement Units.


 


(i)                  
As payment in full for the 205,000 Private Placement Units being purchased under this Agreement, Purchaser shall
pay $1,030,000 (the “Purchase Price”), by means of a written agreement to cancel an equal amount of indebtedness
owed by the Company to the Purchaser. In the event, the amount owed to the Purchaser is less than $1,030,000, Purchaser agrees
to wire the shortfall in immediately available funds, 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)                
The closing of the purchase and sale of the Private Placement Units 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
Private Placement Units, 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 Private Placement
Warrants shall take place at the offices of Loeb & Loeb LLP, 345 Park Avenue, New York, New York 10154, 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 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 Warrants and the Shares underlying the Private Placement Warrants.


 


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 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 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 Purchaser 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 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 Private Placement Warrants to the Purchaser, the Purchaser hereby represents and warrants to the Company
(which representations and warranties shall survive the Closing Dates) that:


 






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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 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 Private Placement 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 Purchasers 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, Rights Agreement and Registration Rights Agreement. The Company shall have entered into
a Warrant Agreement with a warrant agent (the “Warrant Agreement”), the Rights Agreement with a rights agent
(the “Rights 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.


 






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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 Sponsor Warrants
hereunder.


 


Section
6.                    
Termination. This Agreement may be terminated at any time after [•], 2020 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:
	 	 
	 	BANNIX
ACQUISITION CORP.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	PURCHASER:
	 	 
	 	SURESH
YEZHUVATH
	 	 
	 	Suresh
Yezhuvath








 


[Signature Page to the Private Placement Subscription Agreement]