Exhibit 10.4


 


Liberty Resources Acquisition Corp.


78 SW 7th Street


Suite 500


Miami, Florida 33130


 


November 8, 2021


 


Ladies and Gentlemen:


 


Liberty Resources Acquisition
Corp. (the “Company”), a blank check company formed for the purpose of acquiring one or more businesses or entities (a “Business
Combination”), intends to register its securities under the Securities Act of 1933, as amended (the “Securities Act”),
in connection with its initial public offering (“IPO”), pursuant to a registration statement on Form S-1 (the “Registration
Statement”).


 


The undersigned hereby commits
that it will purchase 477,775 units of the Company (the “Private Units”), each Private Unit consisting of one share of Class A
common stock of the Company, par value $0.0001 per share (the “Class A Common Stock”), and one warrant (the “Warrants”),
with each whole Warrant entitling its holder to purchase one (1) share of Class A Common Stock, for an aggregate purchase price
of $4,777,750 (the “Private Unit Purchase Price”).


 


The undersigned hereby agrees
that it will purchase an additional amount of units of the Company (the “Over-Allotment Units”), up to a maximum of 52,500
Over-Allotment Units, or a maximum purchase price of $525,000 (the “Over-Allotment Unit Purchase Price,” together with the
Private Unit Purchase Price, the “Purchase Price”), in the event EF Hutton, a division of Benchmark Investments, LLC (“EF
Hutton”), exercises its over-allotment option, such that the amount held in the trust account (as described in the Registration
Statement) does not fall below $10.15 per share for each share of Class A Common Stock sold in the IPO.


 


At least twenty-four (24) hours
prior to the effective date of the Registration Statement, the undersigned will cause the Private Unit Purchase Price to be delivered
to Nelson Mullins Riley & Scarborough LLP (“Nelson Mullins”), counsel for the Company, by wire transfer as set forth
in the instructions attached as Exhibit A to hold in a non-interest bearing account until the Company consummates the IPO.


 


The consummation of the purchase
and issuance of the Private Units shall occur simultaneously with the consummation of the IPO and the consummation of the purchase shall
occur simultaneously with the closing of any exercise of the over-allotment option related to the IPO. Simultaneously with the consummation
of the IPO, Nelson Mullins shall deposit the Private Unit Purchase Price, without interest or deduction, into the trust fund (“Trust
Fund”) established by the Company for the benefit of the Company’s public shareholders as described in the Registration Statement.
If the Company does not complete the IPO within ten (10) days from the date of this letter, the Private Unit Purchase Price (without
interest or deduction) will be returned to the undersigned.


 


Each of the Company, and the
undersigned acknowledges and agrees that Nelson Mullins is serving hereunder solely as a convenience to the parties to facilitate the
purchase of the Private Units and Nelson Mullins’s sole obligation under this letter agreement is to act with respect to holding
and disbursing the Private Unit Purchase Price as described above. Nelson Mullins shall not be liable to the Company, EF Hutton or the
undersigned or any other person or entity in respect of any act or failure to act hereunder or otherwise in connection with performing
its services hereunder unless Nelson Mullins has acted in a manner constituting gross negligence or willful misconduct. The Company and
the undersigned shall indemnify Nelson Mullins against any claim made against it (including reasonable attorney’s fees) by reason
of it acting or failing to act in connection with this letter agreement except as a result of its gross negligence or willful misconduct.
Nelson Mullins may rely and shall be protected in acting or refraining from acting upon any written notice, instruction or request furnished
to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party or parties.


 





The Private Units and Over-Allotment
Units will be identical to the units to be sold by the Company in the IPO. Additionally, the undersigned agrees:


 






     


     


    

 


		·	to
                                            vote the shares of Class A Common Stock included in the Private Units and Over-Allotment
                                            Units in favor of any proposed Business Combination;



 


		·	not
                                            to propose, or vote in favor of, an amendment to the Company’s Amended and Restated
                                            Certificate of Incorporation that would affect the substance or timing of the Company’s
                                            obligation to redeem 100% of the Company’s shares of Class A Common Stock sold
                                            in the IPO if the Company does not complete an initial Business Combination within 12 months
                                            from the closing of the IPO (or 15 months if the Corporation has filed a proxy statement,
                                            registration statement or similar filing for an initial business combination within 12 months
                                            from the consummation of the offering but has not completed the initial business combination
                                            within such 12-month period or up to 21 months from the closing of the IPO if the Company
                                            extends the period of time to consummate an initial Business Combination as described in
                                            more detail in the prospectus included in the Registration Statement), unless the Company
                                            provides the holders of shares of Class A Common Stock sold in the IPO with the opportunity
                                            to redeem their shares of Class A Common Stock upon approval of any such amendment at
                                            a per-share price, payable in cash, equal to the aggregate amount of the Trust Fund, including
                                            interest earned on Trust Fund and not previously released to the Company to pay the Company’s
                                            franchise and income taxes, divided by the number of then outstanding shares of Class A
                                            Common Stock sold in the IPO;



 


		·	not
                                            to convert any shares of Class A Common Stock included in the Private Units and Over-Allotment
                                            Units into the right to receive cash from the Trust Fund in connection with a shareholder
                                            vote to approve either a Business Combination or an amendment to the provisions of the Company’s
                                            Amended and Restated Certificate of Incorporation, and not to tender the Private Units and
                                            Over-Allotment Units in connection with a tender offer conducted prior to the closing of
                                            a Business Combination;



 


		·	the
                                            undersigned will not participate in any liquidation distribution with respect to the Private
                                            Units and Over-Allotment Units (but will participate in liquidation distributions with respect
                                            to any units or shares of Class A Common Stock purchased by the undersigned in the IPO
                                            or in the open market) if the Company fails to consummate a Business Combination;



 


		·	that
                                            the Private Units, Over-Allotment Units and underlying securities will not be transferable
                                            until after the consummation of a Business Combination except (i) to the Company’s
                                            pre-IPO shareholders, or to the Company’s officers, directors, advisors and employees,
                                            (ii) transfers to the undersigned’s affiliates or its members upon its liquidation,
                                            (iii) to relatives and trusts for estate planning purposes, (iv) by virtue of the
                                            laws of descent and distribution upon death, (v) pursuant to a qualified domestic relations
                                            order, (vi) by private sales made in connection with the consummation of a Business
                                            Combination at prices no greater than the price at which the Private Units were originally
                                            purchased or (vii) to the Company for cancellation in connection with the consummation
                                            of a Business Combination, in each case (except for clause vii) where the transferee agrees
                                            to the terms of the transfer restrictions; and



 


		·	the
                                            Private Units and Over-Allotment Units will include any additional terms or restrictions
                                            as is customary in other similarly structured blank check company offerings or as may be
                                            reasonably required by the underwriters in the IPO in order to consummate the IPO, each of
                                            which will be set forth in the Registration Statement.



 


The undersigned acknowledges
and agrees that the purchaser of the Private Units and Over-Allotment Units will execute agreements in form and substance typical for
transactions of this nature necessary to effectuate the foregoing agreements and obligations prior to the consummation of the IPO as
are reasonably acceptable to the undersigned, including but not limited to an insider letter.


 






     


     


    

 


The undersigned hereby represents and warrants that:





 


		(a)	it has been advised that the Private Units
                                            and Over-Allotment Units have not been registered under the Securities Act;



 


		(b)	it will be acquiring the Private Units and
                                            Over-Allotment Units for its account for investment purposes only;



 


		(c)	it has no present intention of selling or
                                            otherwise disposing of the Private Units and Over-Allotment Units in violation of the securities
                                            laws of the United States;



 


		(d)	it is an “accredited investor”
                                            as defined by Rule 501 of Regulation D promulgated under the Securities Act of 1933,
                                            as amended;



 


		(e)	it has had both the opportunity to ask questions
                                            and receive answers from the officers and directors of the Company and all persons acting
                                            on its behalf concerning the terms and conditions of the offer made hereunder;



 


		(f)	it is familiar with the proposed business,
                                            management, financial condition and affairs of the Company;



 


		(g)	it has full power, authority and legal capacity
                                            to execute and deliver this letter and any documents contemplated herein or needed to consummate
                                            the transactions contemplated in this letter; and



 


		(h)	this letter constitutes its legal, valid
                                            and binding obligation, and is enforceable against it.



 


This letter agreement constitutes
the entire agreement between the undersigned and the Company with respect to the purchase of the Private Units and Over-Allotment Units,
and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with
respect to the same.


 









     


     


    

 


	 	Very truly yours,
	 
	 	Liberty Fields LLC
	 
	 	By:	 
	 	Name:	Garry Richard Stein
	 	Title:	Manager




 


	Accepted and Agreed:
	 
	LIBERTY RESOURCES ACQUISITION CORP.
	 
	By	 
	 	Name: Dato’ Maznah Binti Abdul Jalil
	 	Title: Chief Executive Officer




 


[Signature page to
Placement Unit Purchase Agreement]

 






     


     


    

 


Exhibit A


 


Wire Instructions


 


Bank Name:





Bank Address:


Account Name:


Account Number:


Routing/ABA Number: