Exhibit 10.6


 


PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT


 


THIS
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [  ], 2022 (as it may from time to time be amended, this “Agreement”),
is entered into by and between Makara Strategic Acquisition Corp., a Delaware corporation (the “Company”), and Makara
Strategic Sponsor, Inc., a United States Virgin Islands Corporation (the “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 redeemable
warrant (the “Warrants”), each 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 11,370,000 units (the “Firm Sponsor Warrants”)
(or up to 12,682,500 warrants if the over-allotment option in connection with the Public Offering is exercised in full) (the “Additional
Sponsor Warrants” and, together with the Firm Sponsor Warrants, the “Sponsor Warrants”).


 


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 11,370,000 Firm Sponsor Warrants being purchased under this Agreement, Purchaser shall pay $11,370,000 (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 or in part, Purchaser shall purchase up to an additional 1,312,500 Additional
Sponsor Warrants, 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 pay $1.00 per Additional Sponsor Unit, up to an aggregate amount of $1,312,500, 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 Firm 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 exercise (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 remotely or at the offices of McCarter
 & English, LLP, Two Tower Center Boulevard East Brunswick, NJ 08816, or such other place as may be agreed upon by the parties hereto.


 






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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, the Registration Rights Agreement
and the Warrant Agreement.


 


B. Authorization;
No Breach.


 


(i)
The execution, delivery and performance of this Agreement, the Registration Rights Agreement, the Warrant Agreement and the Sponsor Warrants
have been duly authorized by the Company as of the Closing Dates. Each of this Agreement, the Registration Rights Agreement and the Warrant
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, as the case may be.


 


(ii)
The execution and delivery by the Company of this Agreement, the Registration Rights Agreement, the Warrant 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 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.


 






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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.


 


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 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 is 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 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.


 


(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 of 1933, as amended (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. In this regard, the Purchaser understands that the 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 certain 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.


 






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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 investments 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. The Company shall have entered into a Warrant Agreement with a warrant agent on terms set forth in the Registration Statement
and satisfactory to the Purchaser (the “Warrant Agreement”).


 


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 on terms set forth in the Registration Statement.


 


Section 6. Termination. This
Agreement may be terminated at any time after [_________ __, 2022] upon the election by either the Company or a Purchaser entitled to
purchase a majority of the Sponsor Warrants upon written notice to the other parties if the closing of the Public Offering does not occur
prior to such date.


 






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Section 7. Legends. The
Company will issue the Sponsor Warrants and when issued, the underlying shares of common stock, purchased by the Purchaser in the name
of the Purchaser. The certificates (if any) evidencing the Sponsor Warrants and underlying shares will bear the following legend and appropriate
 “stop transfer” instructions:


 


“THE SECURITIES
REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), 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 THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS COMPANY, IS AVAILABLE.”


 


“THE SECURITIES
REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCKUP PURSUANT TO AN INSIDER LETTER BETWEEN, AMONG OTHERS, MAKARA STRATEGIC ACQUISITION
CORP. AND MAKARA STRATEGIC SPONSOR, INC. AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF
THE LOCKUP PURSUANT TO THE TERMS SET FORTH IN THE INSIDER LETTER.”


 


Section 8. Survival
of Representations and Warranties. All of the representations and warranties contained herein shall survive the Closing Dates.


 


Section 9. Definitions. Terms
used but not otherwise defined in this Agreement shall have the meaning assigned to such terms in the Registration Statement.


 


Section 10. 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 to contain the signatures of more than one
party, but all such counterparts taken together shall constitute one and the same agreement.


 


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 letter 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:
	 	 
	 	MAKARA STRATEGIC ACQUISITION CORP.
	 	 	 
	 	 	 
	 	By:	 
	 	Name:	 Alexander C. Booth
	 	Title:	Chief Financial Officer


 


	makara strategic sponsor, inc.	 
	 	 	 
	By:	 	 
	Name:	 Ali Ijaz Ahmad	 
	Title:	President	 


 






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