Exhibit 10.4


 


PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT


 


THIS PRIVATE PLACEMENT SHARES
PURCHASE AGREEMENT, dated as of November 2, 2021 (as it may from time to time be amended, this “Agreement”), is entered into
by and among Fortune Rise Acquisition Corporation, a Delaware corporation (the “Company”), US Tiger Securities, Inc. (“US
Tiger”) and EF Hutton Group, division of Benchmark Investments, LLC (the “EF Hutton”, collectively with US Tiger, the
“Investors”).


 


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 Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and one-half of one redeemable
warrant, 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, each of the Investors
has agreed to purchase from the Company 20,000 shares of Class A Common Stock (the “Private Shares”) upon the closing of the
Public Offering;


 


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:


 


Section 1. Authorization, Purchase and Sale; Terms of the Private Shares.


 


A. Authorization of the Private
Shares. The Company has duly authorized the issuance and sale of the Private Shares to the Investors.


 


B. Purchase and Sale of the Private Shares.


 


(i) As payment in full for
the 40,000 Private Shares, 20,000 Private Shares to each Investor, being purchased under this Agreement, each Investor shall pay $200,000
(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.


 


(ii) The closing of the purchase
and sale of the Private Shares shall take place simultaneously with the closing of the Public Offering at the offices of Hunter Taubman
Fischer & Li LLC, 800 Avenue Suite 2800, New York, New York 10022, or such other place as may be agreed upon by the parties hereto


 


C. Terms of the Private Shares.


 


(i) The Private Shares are
identical to the Class A Common Stock that are part of the units to be offered in the Public Offering except that: (a) the Private 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 Investors or their permitted transferees;
and (b) the Private 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) At or prior to the time
of the Initial Closing Date, the Company and the Investors shall enter into a registration rights agreement (the “Registration Rights
Agreement”) pursuant to which the Company will grant certain registration rights to the Investors relating to the Private Shares.


 






     


     


    

 


Section 2. Representations and Warranties of the
Company. As a material inducement to the Investors to enter into this Agreement and purchase the Private Shares, the Company hereby represents
and warrants to the Investors (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 Registration Rights Agreement.


 


B. Authorization; No Breach.


 


(i) The execution, delivery
and performance of this Agreement, the Registration Rights Agreement and the Private Shares have been duly authorized by the Company as
of the Closing Dates. Each of this Agreement and the Registration Rights 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 this Agreement, this
Agreement 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 and the Registration Rights Agreement and the issuance and sale of the Private 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 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, each of the Private Shares will be duly and validly issued, fully
paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof, the Investors will have good title
to the Private Shares, 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 Investors.


 


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
Investors. As a material inducement to the Company to enter into this Agreement and issue and sell the Private Shares to the Investors,
each Investor hereby represents and warrants to the Company (which representations and warranties shall survive the Closing Dates) that:


 


A. Organization and Requisite
Authority. Each Investor 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 each Investor, 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 each Investor of this Agreement and the fulfillment of and compliance with the terms hereof by such Investors do not and shall not
as of the Closing Dates conflict with or result in a breach by such Investor of the terms, conditions or provisions of any agreement,
instrument, order, judgment or decree to which such Investor is subject.


 


C. Investment Representations.


 


(i) Each Investors is acquiring
the Private 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) Each Investor acknowledges
the sale contemplated hereby is being made in reliance on a private placement exemption pursuant to Section 4(a)(2) of the Securities
Act of 1933, as amended (the “Securities Act”).


 


(iii) Each Investor understand
that the Private 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 such Investor’s
compliance with, the representations and warranties of such Investor set forth herein in order to determine the availability of such exemptions
and the eligibility of such Investor to acquire such Private Shares.


 


(iv) Each Investor 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) Each Investor 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 such Investor. Each Investor has been afforded the opportunity to ask questions of
the executive officers and directors of the Company. Each Investor understands that its investment in the Private 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 Shares.


 


(vi) Each Investor 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 Private Shares or the fairness or suitability of the investment in the Private Shares by such Investor nor have
such authorities passed upon or endorsed the merits of the offering of the Private Shares.


 


(vii) Each Investor understand
that: (a) the Private Shares 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 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, such Investor 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 Private
Shares despite technical compliance with the certain requirements of such Rule, and the Private Shares can be resold only through a registered
offering or in reliance upon another exemption from the registration requirements of the Securities Act.


 


(viii) Each Investor 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
Shares and is able to bear the economic risk of an investment in the Private Shares in the amount contemplated hereunder for an indefinite
period of time. Each Investor 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 Shares. The Investors can afford
a complete loss of its investments in the Private Shares.


 






     


     


    

 


(ix) Each Investor understand
that the Private 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 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 Investors’ Obligations. The obligations
of the Investors to purchase and pay for the Private Shares 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.


 


Section 5. Conditions of the Company’s Obligations.
The obligations of the Company to the Investors 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 Investors contained in Section 3 shall be true and correct at and as of the Closing Dates as
though then made.


 


B. Performance. The Investors
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 Investors 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.


 


D. Registration Rights Agreement.
The Company shall have entered into the Registration Rights Agreement on terms set forth in the Registration Statement.


 


Section 6. Termination. This Agreement may be
terminated at any time after December 31, 2021 upon the election by either the Company or the Investors 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 Investors 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]





 






     


     


    




 


IN WITNESS WHEREOF, the parties hereto have executed
this Agreement to be effective as of the date first set forth above.


 


	 	COMPANY:
	 	 
	 	FORTUNE RISE ACQUISITION CORPORATION
	 	
     

    

	 	By:	  /s/ Yuanmei Ma
	 	Name:	 Yuanmei Ma
	 	Title:	 Chief Financial Officer


 


	Investors:	 
	 	 
	US Tiger Securities, Inc.	 
	
     

    
	 
	By:	/s/ Xuedong Tian	 
	Name: 	Xuedong Tian	 
	Title: 	Head of ECM	 


 





	EF Hutton Group, division of Benchmark Investments, LLC	 
	 	 
	By:	 /s/ Sam Fleischman	 
	Name:	 Sam Fleischman	 
	Title:	 Supervisory Principal	 





 


[Signature Page to the Private Share Purchase Agreement]