Exhibit 10.4


 


November 8, 2021


 


Green Visor Financial Technology Acquisition Corp. I

88 Kearny Street, Suite 850

San Francisco, CA 94108


 


Re:          Initial
Public Offering


 


Ladies and Gentlemen:


 


This letter (this “Letter Agreement”)
is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into
by and among Green Visor Financial Technology Acquisition Corp. I, a Cayman Islands exempted company (the “Company”), Mizuho
Securities USA LLC (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”)
of up to 20,010,000 of the Company’s units (including up to 2,610,000 units that may be purchased pursuant to the Underwriter’s
option to purchase additional units, the “Units”), each comprising of one of the Company’s Class A ordinary shares,
par value $0.0001 per share (the “Ordinary Shares”), and one-half of one redeemable warrant (each whole warrant, a “Warrant”).
Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units
will be sold in the Public Offering pursuant to a registration statement on Form S-1 and a prospectus (the “Prospectus”)
included therein, filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”) and the Company
has applied to have the Units listed on The Nasdaq Stock Market LLC. Certain capitalized terms used herein are defined in paragraph 1
hereof.


 


In order to induce the Company and the Underwriter
to enter into the Underwriting Agreement and to proceed with the Public Offering and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, Green Visor Capital SPAC I Holdings LLC, a Delaware limited liability company (the “Sponsor”)
and each of the undersigned individuals, each of whom is a member of the Company’s board of directors, a nominee for membership
on the board of directors, advisor and/or an executive officer of the Company (each, an “Insider” and collectively, the “Insiders”),
hereby agree with the Company as follows:


 


1.            Definitions.
As used herein, (i) “Business Combination” shall mean a merger, share exchange, asset acquisition, share purchase, reorganization
or similar business combination with one or more businesses, assets or entities; (ii) “Extension Loan” shall mean a non-interest
bearing, unsecured promissory note in exchange for a deposit into the Trust Account of $1,740,000 (or $2,001,000 if the Underwriter’s
over-allotment option is exercised in full) by the Sponsor (or its designees) in order to extend the period of time to consummate a Business
Combination by an additional three months, and such loan may be convertible into warrants, at a price of $1.00 per warrant; (iii) “Extension
Loan Warrants” shall mean any warrants converted from the Extension Loan (iv) “Founder Shares” shall mean the 5,002,500
Class B ordinary shares of the Company, par value $0.0001 per share, outstanding prior to the consummation of the Public Offering
(up to 652,500 of which may be surrendered to the Company for no consideration after the closing of the Public Offering depending on the
extent to which the Underwriter’s option to purchase additional Units is exercised); (v) “Private Placement Warrants”
shall mean (a) the warrants to purchase up to 9,355,000 Ordinary Shares of the Company (or up to 10,399,000 Ordinary Shares depending
on the extent to which the Underwriter’s option to purchase additional Units is exercised) that will be acquired by the Sponsor
for an aggregate purchase price of up to $9,355,000 (or up to $10,399,000 depending on the extent to which the Underwriter’s option
to purchase additional Units is exercised), or $1.00 per Warrant, in a private placement that shall close simultaneously with the consummation
of the Public Offering (including Ordinary Shares issuable upon conversion thereof), and (b) any warrants converted from loans which
the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, make
to the Company as the Company may require in order to finance the Company’s transaction costs in connection with a Business Combination,
of which up to $1,000,000 of such loans may be convertible into up to an additional 1,000,000 warrants at a purchase price of $1.00 per
warrant; (vi) “Public Shareholders” shall mean the holders of Ordinary Shares included in the Units issued in the Public
Offering; (vii) “Public Shares” shall mean the Ordinary Shares included in the Units issued in the Public Offering; (viii) “Trust
Account” shall mean the trust account into which a portion of the net proceeds of the Public Offering and the sale of the Private
Placement Warrants shall be deposited; (ix) “Transfer” shall mean the (a) sale of, offer to sell, contract or agreement
to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly,
or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within
the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission
promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in
whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery
of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause
(a) or (b); and (x) “Charter” shall mean the Company’s Amended and Restated Memorandum and Articles of Association,
as the same may be amended from time to time.


 






    


     


    

 


2.            Representations
and Warranties.


 


(a)           The
Sponsor and each Insider, with respect to itself, herself or himself, represent and warrant to the Company that it, she or he has the
full right and power, without violating any agreement to which it, she or he is bound (including, without limitation, any non-competition
or non-solicitation agreement with any employer or former employer), to enter into this Letter Agreement, as applicable, and to serve
as an officer or advisor of the Company and/or a director on the Company’s Board of Director (the “Board”), as applicable,
and each Insider hereby consents to being named in the Prospectus, road show and any other materials as an officer, advisor and/or director
of the Company, as applicable.


 


(b)          Each
Insider represents and warrants, with respect to herself or himself, that such Insider’s biographical information furnished to the
Company (including any such information included in the Prospectus) is true and accurate in all material respects and does not omit any
material information with respect to such Insider’s background. The Insider’s questionnaire furnished to the Company is true
and accurate in all material respects. Each Insider represents and warrants that, except as disclosed in the Prospectus, such Insider
is not subject to or a respondent in any legal action for, any injunction, cease-and-desist order or order or stipulation to desist or
refrain from any act or practice relating to the offering of securities in any jurisdiction; such Insider has never been convicted of,
or pleaded guilty to, any crime (i) involving fraud, (ii) relating to any financial transaction or handling of funds of another
person or (iii) pertaining to any dealings in any securities and such Insider is not currently a defendant in any such criminal proceeding;
and such Insider has never been suspended or expelled from membership in any securities or commodities exchange or association or had
a securities or commodities license or registration denied, suspended or revoked.


 


3.            Business
Combination Vote. It is acknowledged and agreed that the Company shall not enter into a definitive agreement regarding a proposed
initial Business Combination without the prior consent of the Sponsor. The Sponsor and each Insider, with respect to itself or herself
or himself, agrees that if the Company seeks shareholder approval of a proposed initial Business Combination, then in connection with
such proposed initial Business Combination, it, she or he, as applicable, shall vote all Founder Shares and any Public Shares held by
it, her or him, as applicable, in favor of such proposed initial Business Combination (including any proposals recommended by the Board
in connection with such Business Combination) and not redeem any Public Shares held by it, her or him, as applicable, in connection with
such shareholder approval.


 


4.            Failure
to Consummate a Business Combination; Trust Account Waiver.


 


(a)          The
Sponsor and each Insider hereby agree, with respect to itself, herself or himself, that in the event that the Company fails to consummate
its initial Business Combination within the time period set forth in the Charter, the Sponsor and each Insider shall take all reasonable
steps to cause the Company to (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably
possible but not more than ten (10) business days thereafter, subject to lawfully available funds therefor, redeem 100% of the Public
Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest
earned on the funds held in the Trust Account and not previously released to the Company to pay taxes (which interest shall be net of
taxes payable and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares,
which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further
liquidating distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption,
subject to the approval of the Company’s remaining shareholders and the Board, liquidate and dissolve, subject in the case of clauses
(ii) and (iii) to the Company’s obligations under Cayman Islands law to provide for claims of creditors and in all cases
subject to the other requirements of applicable law. The Sponsor and each Insider agree not to propose any amendment to the Charter (i) that
would modify the substance or timing of the Company’s obligation to allow redemptions in connection with the Company’s initial
Business Combination or the Company’s obligation to redeem 100% of the Public Shares if it does not complete an initial Business
Combination within the time period required by the Charter, or (ii) with respect to any other specified provision relating to the
rights of Public Shareholders or pre-initial Business Combination activity unless the Company provides its Public Shareholders with the
opportunity to redeem their Public Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate
amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released
to the Company to pay taxes (which interest shall be net of taxes payable), if any, divided by the number of then-outstanding Public Shares.


 






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(b)          The
Sponsor and each Insider, with respect to itself, herself or himself, acknowledges that it, she or he has no right, title, interest or
claim of any kind in or to any monies held in the Trust Account as a result of any liquidation of the Company with respect to the Founder
Shares held by it, her or him, if any. The Sponsor and each Insider hereby further waive, with respect to any Founder Shares and Public
Shares held by it, her or him, as applicable, any redemption rights it, she or he may have in connection with the consummation of a Business
Combination, including, without limitation, any such rights available in the context of a shareholder vote to approve such Business Combination
or a shareholder vote to approve an amendment to the Charter (i) that would modify the substance or timing of the Company’s
obligation to allow redemptions in connection with the Company’s initial Business Combination or to redeem 100% of the Public Shares
if it does not complete an initial Business Combination within the time period required by the Charter, or (ii) with respect to any
other provision relating to the rights of Public Shareholders or pre-initial Business Combination activity (although the Sponsor and the
Insiders shall be entitled to liquidation rights with respect to any Public Shares they hold if the Company fails to consummate a Business
Combination within the required time period set forth in the Charter).


 


5.            Lock-up;
Transfer Restrictions.


 


(a)          The
Sponsor and the Insiders agree that they shall not Transfer any Founder Shares (the “Founder Shares Lock-up”) until the earliest
of (A) 180 days after the completion of an initial Business Combination and (B) the date following the completion of an initial
Business Combination on which the Company completes a liquidation, merger, amalgamation, share exchange, reorganization or other similar
transaction that results in all of the Company’s shareholders having the right to exchange their Ordinary Shares for cash, securities
or other property (the “Founder Shares Lock-up Period”). Notwithstanding the foregoing, if, subsequent to an initial Business
Combination, the closing price of the Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations,
reorganizations, recapitalizations and other similar transactions) for any twenty (20) trading days within a 30-trading day period commencing
at least 150 days after the Company’s initial Business Combination, the Founder Shares shall be released from the Founder Shares
Lock-up.


 


(b)          The
Sponsor and Insiders agree that they shall not effectuate any Transfer of Private Placement Warrants, Extension Loan Warrants or Ordinary
Shares issuable upon conversion or exercise of such warrants until 30 days after the completion of an initial Business Combination (the
 “Private Placement Warrant Lock-up” and, together with the Founder Shares Lock-up, the “Lock-up Periods”).


 


(c)           Notwithstanding
the provisions set forth in paragraphs 5(a) and (b), Transfers of the Founder Shares, Private Placement Warrants, the Extension Loan
Warrants and Ordinary Shares underlying the Private Placement Warrants or the Extension Loan Warrants are permitted (a) to the Company’s
officers or directors, any affiliate or family member of any of the Company’s officers or directors, any members or partners of
our Sponsor or their affiliates, any affiliates of our Sponsor, or any employees of such affiliates; (b) in the case of an individual,
by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s
immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of laws
of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations
order; (e) by private sales or transfers made in connection with the consummation of a Business Combination at prices no greater
than the price at which the Founder Shares, Ordinary Shares, the Private Placement Warrants or the Extension Loan Warrants were originally
purchased; (f) by virtue of the Sponsor’s organizational documents upon dissolution of the Sponsor; (g) by pro rata distribution
from the Sponsor to its members, partners, or shareholders pursuant to the Sponsor’s operating agreement; (h) to the Company
for no value for cancellation in connection with consummation of our initial business combination; (i) in the event of the Company’s
liquidation prior to the completion of an initial Business Combination or (j) subsequent to the completion of an initial Business
Combination, the Company’s completion of a liquidation, merger, share exchange or other similar transaction which results in all
of the Company’s Public Shareholders having the right to exchange their Ordinary Shares for cash, securities or other property;
provided, however, that in the case of clauses (a) through (g) these permitted transferees must enter into a written
agreement agreeing to be bound by the restrictions herein.


 






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(d)          During
the period commencing on the effective date of the Underwriting Agreement and ending 180 days after such date, the Sponsor and each Insider
shall not, without the prior written consent of the Underwriter, Transfer any Units, Ordinary Shares, Warrants or any other securities
convertible into, or exercisable or exchangeable for, Ordinary Shares held by it, her or him, as applicable, subject to certain exceptions
enumerated in Section 5 of the Underwriting Agreement.


 


6.            Remedies.
The Sponsor and each of the Insiders hereby agree and acknowledge that (i) each of the Underwriter and the Company would be irreparably
injured in the event of a breach by the Sponsor or such Insider of its, her or his obligations, as applicable under paragraphs 3, 4, 5,
7, 10 and 11 of this Letter Agreement, (ii) monetary damages may not be an adequate remedy for such breach and (iii) the non-breaching
party shall be entitled to injunctive relief, in addition to any other remedy that such party may have in law or in equity, in the event
of such breach.


 


7.            Payments
by the Company. Except as disclosed in the Prospectus, neither the Sponsor nor any affiliate of the Sponsor nor any director or officer
of the Company nor any affiliate of the officers shall receive from the Company any finder’s fee, reimbursement, consulting fee,
monies in respect of any payment of a loan or other compensation prior to, or in connection with any services rendered prior to, or in
order to effectuate the consummation of, the Company’s initial Business Combination (regardless of the type of transaction that
it is).


 


8.            Director
and Officer Liability Insurance. The Company will maintain an insurance policy or policies providing directors’ and officers’
liability insurance, and the Insiders shall be covered by such policy or policies, in accordance with its or their terms, to the maximum
extent of the coverage available for any of the Company’s directors or officers.


 


9.            Termination.
This Letter Agreement shall terminate on the earlier of (i) the expiration of the Lock-up Periods and (ii) the liquidation of
the Company; provided, however, that paragraph 10 of this Letter Agreement shall survive such liquidation.


 


10.          Indemnification.
In the event of the liquidation of the Trust Account upon the failure of the Company to consummate its initial Business Combination within
the time period set forth in the Charter, the Sponsor (which for purposes of clarification shall not extend to any other shareholders,
members or managers of the Sponsor, or any of the other undersigned) (the “Indemnitor”) agrees to indemnify and hold harmless
the Company against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all legal
or other expenses reasonably incurred in investigating, preparing or defending against any litigation, whether pending or threatened,
or any claim whatsoever) to which the Company may become subject as a result of any claim by (i) any third party for services rendered
or products sold to the Company (except for the Company’s independent auditors) or (ii) a prospective target business with
which the Company has entered, or has discussed entering, into a written letter of intent, confidentiality or other similar agreement
or business combination agreement (a “Target”); provided, however, that such indemnification of the Company
by the Indemnitor (x) shall apply only to the extent necessary to ensure that such claims by a third party (except for the Company’s
independent auditors) for services rendered or products sold to the Company or a Target do not reduce the amount of funds in the Trust
Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account
as of the date of the liquidation of the Trust Account if less than $10.00 per Public Share due to reductions in the value of the trust
assets, in each case, less taxes payable, (y) shall not apply to any claims by a third party or Target who executed a waiver of any
and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) and (z) shall not apply to any
claims under the Company’s indemnity of the Underwriter against certain liabilities, including liabilities under the Securities
Act of 1933, as amended. In the event that any such executed waiver is deemed to be unenforceable against such third party, the Indemnitor
shall not be responsible to the extent of any liability for such third party claims. The Indemnitor shall have the right to defend against
any such claim with counsel of its choice reasonably satisfactory to the Company if, within 15 days following written receipt of notice
of the claim to the Indemnitor, the Indemnitor notifies the Company in writing that it shall undertake such defense. For the avoidance
of doubt, none of the Company’s officers, advisors or directors will indemnify the Company for claims by third parties, including,
without limitation, claims by vendors and prospective target businesses.


 






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11.          Forfeiture
of Founder Shares. To the extent that the Underwriter does not exercise its option to purchase additional Units within 45 days from
the date of the Prospectus in full or such option is reduced (in each case, as further described in the Prospectus), the Sponsor agrees
to automatically surrender to the Company for no consideration, for cancellation at no cost, an aggregate number of Founder Shares so
that the number of Founder Shares will equal of 20% of the sum of the total number of Ordinary Shares and Founder Shares outstanding at
such time. The Sponsor and Insiders further agree that to the extent that the size of the Public Offering is increased or decreased, the
Company will effect a share capitalization, share repurchase or other appropriate mechanism, as applicable, with respect to the Founder
Shares immediately prior to the consummation of the Public Offering in such amount as to maintain the number of Founder Shares at 20%
of the sum of the total number of Ordinary Shares and Founder Shares outstanding at such time.


 


12.          Entire
Agreement. This Letter Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject
matter hereof and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral,
to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby. This Letter Agreement may not
be changed, amended, modified or waived (other than to correct a typographical error) as to any particular provision, except by a written
instrument executed by all parties hereto.


 


13.          Assignment.
No party hereto may assign either this Letter Agreement or any of its rights, interests, or obligations hereunder without the prior written
consent of the other parties. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate
to transfer or assign any interest or title to the purported assignee. This Letter Agreement shall be binding on the Sponsor, each of
the Insiders and each of their respective successors, heirs, personal representatives and assigns and permitted transferees.


 


14.          Counterparts.
This Letter Agreement may be executed in multiple counterparts (including electronic, facsimile or PDF counterparts), each of which shall
be deemed an original, and all of which together shall constitute the same instrument, but only one of which need be produced. The words
 “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating
to this Letter Agreement or any document to be signed in connection with this Letter Agreement shall be deemed to include electronic signatures,
deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as
a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, and the
parties hereto consent to conduct the transactions contemplated hereunder by electronic means.


 


15.          Effect
of Headings. The paragraph headings herein are for convenience only and are not part of this Letter Agreement and shall not affect
the interpretation thereof.


 


16.          Severability.
This Letter Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect
the validity or enforceability of this Letter Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid
or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Letter Agreement a provision
as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.


 


17.          Governing
Law. This Letter Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York. The
parties hereto (i) all agree that any action, proceeding, claim or dispute arising out of, or relating in any way to, this Letter
Agreement shall be brought and enforced in the courts of New York City, in the State of New York, and irrevocably submit to such jurisdiction
and venue, which jurisdiction and venue shall be exclusive, and (ii) waive any objection to such exclusive jurisdiction and venue
or that such courts represent an inconvenient forum.


 






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18.          Notices.
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
facsimile transmission.


 


[Signature Page Follows]


 









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	 	Sincerely,
	 	 
	 	GREEN VISOR CAPITAL SPAC I HOLDINGS LLC
	 	 
	 	By: Green Visor Capital Management Company LLC, its manager
	 	 
	 	By:	/s/ Simon Yoo
	 	Name:	Simon Yoo
	 	Title:	 Authorized Person



 


[Signature
Page to Letter Agreement]


 






    


     


    

 





	 	By:	/s/ Joseph W. Saunders
	 	 	Name:	Joseph W. Saunders
	 	 	Title:	Chief Executive Officer and Chairman of the Board
	 	 	 
	 	By:	/s/ Mary Ellen Richey
	 	 	Name:	Mary Ellen Richey
	 	 	Title:	Executive Vice President and Director
	 	 	 
	 	By:	/s/ Xuancong Wen
	 	 	Name:	Xuancong Wen
	 	 	Title:	Vice President and Chief Technology Officer
	 	 	 
	 	By:	/s/ Richard Kim
	 	 	Name:	Richard Kim
	 	 	Title:	Vice President and Chief Financial Officer
	 	 	 
	 	By:	/s/ Evan Marwell
	 	 	Name:	Evan Marwell
	 	 	Title:	Director Nominee
	 	 	 
	 	By:	/s/ Kathryn Cassino McHugh
	 	 	Name:	Kathryn Cassino McHugh
	 	 	Title:	Director Nominee
	 	 	 
	 	By:	/s/ Christopher Wendel
	 	 	Name:	Christopher Wendel
	 	 	Title:	Director Nominee



 


[Signature Page to
Letter Agreement]


 









    


     


    

 


	Acknowledged and Agreed:	 
	GREEN VISOR FINANCIAL TECHNOLOGY ACQUISITION CORP. I	 
	 	 
	 	 
	By:	/s/ Richard Kim	 
	Name:	Richard Kim	 
	Title:	Vice President and Chief Financial Officer	 



 


[Signature Page to Letter Agreement]