Exhibit 10.4

   

  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 DP Cap Acquisition Corp I, a company incorporated as a Cayman Islands exempted company (the “Company”), and DP
    Investment Management Sponsor I LLC, a Cayman Islands 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 (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 333-260456 (the “Registration

          Statement”), under the Securities Act of 1933, as amended (the “Securities Act”); and

   

  WHEREAS, the Purchaser has agreed to purchase, at a price of $1.50 per warrant, an aggregate of 4,333,333 warrants
    (and up to 400,000 additional warrants depending on the extent to which the underwriter in the Public Offering exercises its option to purchase additional units) (the “Private Placement Warrants”), each Private Placement Warrant
    entitling the holder to purchase one Share at an exercise price of $11.50 per Share.

   

  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 Purchaser and the Company (the “IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 4,333,333 Private Placement Warrants at a price of
    $1.50 per warrant for an aggregate purchase price of $6,499,999.50 (the “Purchase Price”). The Purchaser shall pay, at least one (1) business day prior to the IPO Closing Date, the Purchase
    Price by wire transfer of immediately available funds, consisting of (i) $5,000,000 to the trust account, at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee, in
    accordance with the Company’s wiring instructions (the “Trust Account”), and (ii) $1,499,999.50 to, or on behalf of, the Company in accordance with the Company’s wiring instructions. On the IPO Closing Date, subject to 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 date of the consummation of the closing of any over-allotment option, in connection with the
    Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (an “Over-allotment Closing Date,” and each Over-allotment Closing Date (if any) and the IPO Closing Date, a “Closing


          Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 400,000 Private Placement Warrants (or, to the extent the over-allotment option is not exercised in full, a lesser
    number of Private Placement Warrants in proportion to the portion of the over-allotment option that is then exercised) at a price of $1.50 per warrant for an aggregate purchase price of up to $600,000 (if the over-allotment option is exercised in full)
    (the “Over-allotment Purchase Price”).  The Purchaser shall pay the Over-allotment Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Company or the Trust Account
    (as set forth in the wire instructions), at least one (1) business day prior to the Over-allotment Closing Date. On each Over-allotment Closing Date, subject to 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 Closing 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 in connection with the Public Offering (the “Warrant Agreement”).

   

  (ii)          On or prior to the IPO 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 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.

   

  
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  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 the applicable 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 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
    memorandum and articles of association of the Company (in effect on the date hereof or as may be amended prior to the applicable Closing Date) 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 the amended and restated memorandum and articles of association of the Company, 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 in accordance with the terms of this
    agreement. 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.

   

  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, except for applicable
    requirements of the Securities Act.

   

  
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  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 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 Purchaser’s organizational documents (in effect on the date hereof or as may be amended prior to the applicable Closing Date), 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 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)          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.

   

  (iii)         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) under the Securities Act.

   

  
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   (iv)         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.

   

  

  (v)          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.

    

  

  (vi)          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 (i) subsequently registered thereunder or (ii) sold in reliance on an exemption therefrom; (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; and
    (c) 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.

   

  (vii)         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.

   

  (viii)        The Purchaser acknowledges and agrees that the Private Placement Warrants will bear a legend
    substantially in the form set forth in the Warrant Agreement.

   

  (iv)          The Purchaser is an “accredited investor” as such term is defined in Rule 501(a)(3) of Regulation D
    under the Securities Act and the Purchaser has not experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities Act.

   

  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.

   

  
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  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 the Warrant Agreement 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.       Definitions.

   

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

   

  Section 7.       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).

   

  
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  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. Signatures to this Agreement transmitted via facsimile or e-mail shall be valid and effective to bind the
    party so signing.

   

  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, without giving effect to conflicts of law principles that would result in the application of the laws of another jurisdiction.

   

  F.            Amendments. This Agreement may not be amended, modified or waived as to any particular
    provision, except by a written instrument executed by the parties hereto.

   

  [Signature page follows]

   

  
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  IN WITNESS WHEREOF, the parties hereto have executed this Agreement.

   

  	
           

        	
          COMPANY:

        
	
           

        	
           

        	
           

        	
           

        
	
           

        	
          DP CAP ACQUISITION CORP I

        
	
           

        	
           

        	
           

        	
           

        
	
           

        	
          By:

        	
          /s/ Martin Zinny 

          

        	
           

        
	
           

        	
          Name: Martin Zinny

        
	
           

        	
          Title: Chief Financial Officer

        
	
           

        	
           

        	
           

        	
           

        
	
           

        	
          PURCHASER:

        
	
           

        	
          DP Investment Management Sponsor I LLC

        
	
           

        	
           

        	
           

        	
           

        
	
           

        	
          By:

        	
          /s/ Martin Zinny 

          

        	
           

        
	
           

        	
          Name: Martin Zinny

        
	
           

        	
          Title: Chief Financial Officer

        


  

  

  [Signature Page to Private Placement Warrants Agreement]