Exhibit 10.1


 


PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT


 


THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT
(as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as
of November 8, 2021, is entered into by and between Green Visor Financial Technology Acquisition Corp. I, a Cayman Islands exempted
company (the “Company”), and Green Visor Capital SPAC I Holdings LLC, a Delaware limited liability company (the “Purchaser”).


 


WHEREAS, the Company intends to consummate an
initial public offering of the Company’s units (the “Public Offering”), each unit consisting of one Class A
ordinary share of the Company, par value $0.0001 per share (each, a “Share”), and one-half of one redeemable warrant,
each whole warrant entitling the holder to purchase one Share at an exercise price of $11.50 per Share, as set forth in the Company’s
registration statement on Form S-1, filed with the U.S. Securities and Exchange Commission (the “SEC”), File
Number 333-260199 (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities
Act”).


 


WHEREAS, the Purchaser has agreed to purchase
an aggregate of 9,355,000 redeemable warrants (and up to 1,044,000 additional redeemable warrants if the underwriter in the Public Offering
exercises its option to purchase additional units in full) (the “Private Placement Warrants”), each whole Private
Placement Warrant entitling the holder to purchase one Share at an exercise price of $11.50 per Share, at a price of $1.00 per warrant,
subject to adjustment.


 


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 Warrants.


 


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


 


B. Purchase and Sale of the Private Placement Warrants.


 


(i) On the date of the consummation of the Public Offering (or
on such earlier time and date as may be mutually agreed by the Purchase and the Company) (the “Initial Closing Date”),
the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 9,355,000 Private Placement Warrants
at a price of $1.00 per warrant for an aggregate purchase price of $9,355,000 (the “Purchase Price”). The Purchaser
shall pay the Purchase Price by wire transfer of immediately available funds to the trust account maintained by Continental Stock Transfer &
Trust Company, acting as trustee (the “Trust Account”), in each case in accordance with the Company’s wiring
instructions, at least one (1) business day prior to the Initial Closing Date; provided, however, that the Purchase
Price shall be reimbursed to the Purchaser if the Initial Closing Date does not occur on the day following such wire payment. On the
Initial Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company, at its option, shall deliver
a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser
or effect such delivery in book-entry form.


 


(ii) On the consummation of each closing of the option to purchase
additional units, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser
and the Company (each such date, an “Option Closing Date”, and each Option Closing Date (if any) and the Initial Closing
Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from
the Company, an aggregate of up to 1,044,000 Private Placement Warrants (or, to the extent the option to purchase additional units is
not exercised in full, a lesser number of Private Placement Warrants in proportion to portion of the option that is exercised) at a price
of $1.00 per warrant for an aggregate purchase price of up to $1,044,000 (the “Option Purchase Price”). The Purchaser
shall pay the Option Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available
funds to the Trust Account, at least one (1) business day prior to such Option Closing Date; provided, however, that
the Option Purchase Price shall be reimbursed to the Purchaser if such Option Closing Date does not occur on the day following such wire
payment. On the Option Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company shall, at
its option, deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s
name to the Purchaser or effect such delivery in book-entry form.


 









    


     


    

 


C. Terms of the Private Placement Warrants.


 


(i) Each Private Placement Warrant shall have the terms set forth
in a Warrant Agreement to be entered into by the Company and a warrant agent prior to the Initial Closing Date, in connection with the
Public Offering, the form of which is included as an exhibit to the Registration Statement (the “Warrant Agreement”).


 


(ii) Prior to the Initial Closing Date, the Company and the Purchaser
shall enter into a registration and shareholder rights agreement, the form of which is included as an exhibit to the Registration Statement
(the “Registration and Shareholder 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 each Closing Date) that:


 


A. Incorporation and Corporate Power. The Company is an exempted
company duly incorporated, validly existing and in good standing under the laws of the Cayman Islands 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 each Closing Date. This Agreement constitutes the valid
and binding obligation of the Company, 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). 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 each Closing Date.


 


(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 each Closing Date (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 share
capital 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 amended
and restated memorandum and articles of association of the Company (in effect on the date hereof or as may be amended prior to completion
of the 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, and upon registration in the Company’s register of members, the
Shares issuable upon exercise of the Private Placement Warrants will be duly and validly issued, fully paid and nonassessable. On the
date of issuance of the Private Placement Warrants, the Shares issuable upon exercise of the Private Placement Warrants shall have been
reserved for issuance. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, and upon
registration in the Company’s register of members, the Purchaser will have good title to the Private Placement Warrants purchased
by it 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.


 



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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.


 


E. Regulation D Qualification. Neither the Company nor, to
its actual knowledge, any of its affiliates, members, officers, directors or beneficial shareholders of 20% or more of its outstanding
securities, has experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities
Act.


 


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 each Closing Date) 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 each Closing Date (a) conflict
with or result in a breach by the Purchaser 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 Purchaser’s equity or assets under, (d) result
in a violation of, or (e) require 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 Purchaser’s organizational documents 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 Purchaser is subject, or any agreement, instrument, order, judgment or decree to which the Purchaser
is subject, except for any filings required after the date hereof under federal or state securities laws.


 


C. Investment Representations.


 


(i) The Purchaser is acquiring the Private Placement Warrants
and, upon exercise of the Private Placement 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, 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 decide to enter into this Agreement
as a result of any general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D 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.


 



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(vi) The Purchaser understands that no U.S. 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; (b) except
as specifically set forth in the Registration and Shareholder 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; and (c) . the SEC has taken the position that promoters or affiliates of a blank check company and
their transferees, both before and after a Business Combination, are deemed to be “underwriters” under the Securities Act
when reselling the securities of a blank check company and based on that position, Rule 144 adopted pursuant to the Securities Act
will not be available for resale transactions of Securities prior to a Business Combination and may not be available for resale transactions
of Securities after a Business Combination.


 


(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 investment in the Securities.


 


(ix) The Purchaser understands that the Private Placement Warrants
shall bear the legend substantially in the form set forth in the Warrant Agreement.


 


Section 4. Conditions of the Purchaser’s Obligations.
The obligations of the Purchaser to purchase and pay for the Private Placement Warrants are subject to the fulfillment, on or before
each Closing Date, 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 such Closing Date 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 such Closing Date.


 


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 and Shareholder Rights Agreement.
The Company shall have entered into the Warrant Agreement, substantially in the form of Exhibit A hereto, and the Registration and
Shareholder Rights Agreement, substantially in the form of Exhibit B hereto, in each case on terms satisfactory to the Purchaser.


 


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 each Closing Date,
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 such Closing Date 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 such Closing Date.


 


C. 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 Private Placement Warrants hereunder.


 


D. 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.


  


E. Warrant Agreement. The Company shall have entered into the
Warrant Agreement.


 


Section 6. Survival of Representations and Warranties.
All of the representations and warranties contained herein shall survive each Closing Date.


 


Section 7. Definitions. Terms used but not otherwise defined
in this Agreement shall have the meaning assigned to such terms in the Registration Statement.


 


Section 8. 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 (including,
without limitation, one or more of its members).


 


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.


 


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 New York and for all purposes shall be construed in accordance with the internal laws of the State
of New York.


 


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.


 


G. Counterpart Originals. The words “execution,”
 “signed,” “signature,” “delivery,” and words of like import in or relating to this Agreement or any
document to be signed in connection with this 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.


 


[Signature pages to follow]


 






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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:
	 	 
	 	GREEN VISOR FINANCIAL 
 TECHNOLOGY ACQUISITION CORP. I
	 	 
	 	By:	 /s/ Richard Kim
	 	 	Name: Richard Kim
	 	 	Title:  Vice President and Chief Financial Officer
	 	 
	 	PURCHASER:
	 	 
	 	GREEN VISOR CAPITAL SPAC I 
 HOLDINGS LLC
	 	 
	 	By:	/s/ Simon Yoo
	 	 	Name: Simon Yoo
	 	 	Title:  Authorized Person



 






    


     


    

 


EXHIBIT A


 


Warrant Agreement


 



    A-1


     


    




 


EXHIBIT B


 


Registration and Shareholder Rights Agreement


 






    B-1