Exhibit 10.4


 


PRIVATE
PLACEMENT WARRANTS PURCHASE AGREEMENT


 


THIS
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of November 8, 2021 (as it may from time to time be amended, this “Agreement”),
is entered into by and among OmniLit Acquisition Corp., a Delaware corporation (the “Company”), OmniLit Sponsor, LLC,
a Delaware limited liability company (the “Sponsor”), Imperial Capital, LLC, a Delaware limited liability company
(“Imperial Capital”) and I-Bankers Securities, Inc., a Texas corporation (“I-Bankers” and together
with Sponsor and Imperial Capital, each a “Purchaser” and collectively, the “Purchasers”).


 


WHEREAS:


 


The
Company intends to consummate an initial public offering of the Company’s units (the “Public Offering”), each
unit consisting of one share of Class A common stock of the Company, par value $0.0001 per share (each, a “Share”),
and one-half of a redeemable warrant;


 


Each
whole warrant entitles the holder to purchase one Share at an exercise price of $11.50 per Share; and


 


The
Purchasers have agreed to purchase an aggregate of 6,170,500 warrants (or 6,920,500 warrants if the over-allotment option is exercised
in full) at a price of $1.00 per warrant (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 Purchasers.


 


B.
Purchase and Sale of the Private Placement Warrants.


 


(i)
Simultaneously with the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by each of the
Purchasers and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchasers, and the
Purchasers, severally and not jointly, shall purchase from the Company, an aggregate of 6,170,500 Private Placement Warrants at a price
of $1.00 per warrant for an aggregate purchase price of $6,170,500 (the “Purchase Price”). The number of Private Placement
Warrants to be purchased by each Purchaser on the Initial Closing Date is set forth opposite such Purchaser’s name on such Purchaser’s
signature page hereto. Purchasers shall pay the Purchase Price by wire transfer of immediately available funds to the trust account (the
“Trust Account”) maintained by Continental Stock Transfer & Trust Company, acting as trustee (“Continental”),
at least one (1) business day prior to the date of effectiveness (the “Effective Date”) of the registration statement
relating to the Public Offering (the “Registration Statement”); provided, however, that Imperial Capital and I-Bankers
may initiate such wire transfer on the Initial Closing Date. On the Initial Closing Date, upon the payment by the Purchasers of the Purchase
Price, 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)
Simultaneously with the consummation of the closing of the over-allotment option in connection with the Public Offering (the “Over-Allotment
Option”) or on such earlier time and date as may be mutually agreed by each of the Purchasers and the Company (each such date,
an “Over-Allotment Closing Date,” and each Over-Allotment Closing Date (if any) and the Initial Closing Date being
sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the Purchasers, and the Purchasers,
severally and not jointly, shall purchase up to an additional 750,000 Private Placement Warrants (the “Additional Warrants”),
in the same proportion as the amount of the option that is so exercised, and simultaneously with such purchase of Additional Warrants,
as payment in full for the Additional Warrants being purchased hereunder, and at least one (1) business day prior to the Over-Allotment
Closing Date, Purchasers shall pay $1.00 per Additional Warrant, up to an aggregate amount of $750,000 (the “Over-Allotment
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; provided, however, that Imperial Capital and I-Bankers may initiate such wire transfer on the Over-Allotment
Closing Date. The number of Private Placement Warrants to be purchased by each Purchaser on the Over-Allotment Closing Date is set forth
opposite such Purchaser’s name on such Purchaser’s signature page hereto. On the Over-Allotment Closing Date, upon the payment
by the Purchasers of the Over-Allotment Purchase Price, the Company, at its option, shall deliver a certificate evidencing the Additional
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 Continental
in connection with the Public Offering (the “Warrant Agreement”). Such terms include the fact that the Private Placement
Warrants shall not be transferable, assignable or salable until 30 days after the completion of an initial business combination, subject
to certain exceptions set forth in the Warrant Agreement.


 


(ii)
On or prior to the Effective Date, the Company and the Purchasers shall enter into a registration rights agreement (the “Registration
Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchasers 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 Purchasers to enter into this Agreement and purchase
the Private Placement Warrants, the Company hereby represents and warrants to the Purchasers (which representations and warranties shall
survive the Closing Date) that:


 


A.
Incorporation and Corporate Power. The Company is a corporation duly incorporated, 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 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 the Closing Date. This Agreement constitutes the 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 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.


 


(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 the 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 certificate of incorporation 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.


 




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C.
Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, the Warrant Agreement, the Shares
issuable upon exercise of the Private Placement Warrants will be duly and validly issued as 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, the Purchasers will
have good title to the Private Placement Warrants 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 Purchasers.


 


D.
Valid Issuance. The total number of shares of all classes of capital stock which the Company has authority to issue is 121,000,000
shares, consisting of 120,000,000 shares of the Company’s common stock (which consist of 100,000,000 shares of the Company’s
Class A Common Stock, par value $0.0001 per share, and 20,000,000 shares of the Company’s Class B common stock, par value $0.0001
per share (the “Class B Common Stock”)) and 1,000,000 shares of the Company’s preferred stock, par value $0.0001,
per share (the “Preferred Stock”). As of the date hereof, the Company has issued and outstanding no shares of Class
A Common Stock, 3,593,750 shares of Class B Common Stock (of which up to 468,750 shares are subject to forfeiture as described in the
Registration Statement) and no shares of Preferred Stock. All of the issued shares of capital stock of the Company have been duly authorized,
validly issued, and are fully paid and non-assessable.


 


E.
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 Purchasers. As a material inducement to the Company to enter into this Agreement and issue
and sell the Private Placement Warrants to the Purchasers, each Purchaser hereby represents and warrants to the Company (which representations
and warranties shall survive the 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 the Closing Date conflict with or result in a breach by the Purchaser of the terms, conditions or provisions
of any agreement, instrument, order, judgment or decree to which the Purchaser is subject.


 


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 under the Securities
Act of 1933, as amended (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.


 




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(iv)
The Purchaser 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)
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.


 


(vi)
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.


 


(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; 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 Securities under the Securities Act or any state securities laws or to comply with
the terms and conditions of any exemption thereunder. The Private Placement Warrants will bear a legend and appropriate “stop transfer”
instructions (or an appropriate notation if the warrants are issued in book entry form) relating to the foregoing. The Purchaser further
understands that the U.S. 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 Securities until the one-year anniversary following consummation of an initial business
combination despite technical compliance with the requirements of such Rule.


 


(viii)
The Purchaser has such knowledge and experience in financial and business matters, knows 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.


 


Section
4. Conditions of the Purchaser’s Obligations. The obligations of the Purchasers to purchase and pay for the Private Placement
Warrants are subject to the fulfillment, on or before the 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. The Company shall have entered into the Warrant Agreement.


 


Section
5. Conditions of the Company’s Obligations. The obligations of the Company to the Purchasers under this Agreement are subject
to the fulfillment, on or before the 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 Purchasers 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 Purchasers 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.


 


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


 


Section
6. FINRA Lock-Up. Imperial Capital and I-Bankers each acknowledge and agree that their Private Placement Warrants and the related
registration rights will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will
therefore, pursuant to Rule 5110(e) of the FINRA Manual, be subject to lock-up for a period of 180 days immediately following the commencement
of sales of the Public Offering, subject to FINRA Rule 5110(e)(2)(B). The Private Placement Warrants and their component parts and the
related registration rights may not be sold, transferred, assigned, pledged or hypothecated or be the subject of any hedging, short sale,
derivative, put or call transaction that would result in the economic disposition of such securities by any person during the foregoing
180 day period following the commencement of sales in the Public Offering except to any underwriter or selected dealer participating
in the Public Offering and the officers or partners, registered persons or affiliates of Imperial Capital or I-Bankers or of any such
participating underwriter or selected dealer participating in the Public Offering. Additionally, the Private Placement Warrants may not
be exercised more than five years from the commencement of sales of the Public Offering in compliance with FINRA Rule 5110(g)(8)(A).


 


Section
7. Termination. This Agreement may be terminated at any time after December 31, 2021 upon the election by either the Company or the
Purchasers solely as to itself upon written notice to the other party if the closing of the Public Offering does not occur prior to such
date.


 


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


 


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


 


Section
10. 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 without
the prior written consent of the other party hereto, other than assignments by the Purchasers 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.


 




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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, without regard to the conflicts of laws principles
thereof.


 


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.


 




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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:
	 	 
	 	OMNILIT
    ACQUISITION CORP. 
	 	 
	 	By:	/s/
    Al Kapoor
	 	Name:	Alok
    Kapoor
	 	Title:	Chief
Executive Officer


 


	 	PURCHASERS:
	 	 
	 	OMNILIT
    SPONSOR, LLC
	 	 
	 	By:	/s/
    Al Kapoor 
	 	Name:	Al
Kapoor
	 	Title:	Manager


 


	 	Number
    of Private Placement Warrants to be purchased on the Initial Closing Date: 5,545,500

     

	 	Number
    of Private Placement Warrants to be purchased on the Over-Allotment Closing Date: 656,250
	 	 	 
	 	IMPERIAL
    CAPITAL, LLC
	 	 	 
	 	By:	/s/
    Christopher Shepard
	 	Name:	Christopher
Shepard
	 	Title:	EVP,
Co-Investment Banking
	 	 	 
	 	Number
of Private Placement Warrants to be purchased on the Initial Closing Date: 500,000

	 	 
	 	Number
    of Private Placement Warrants to be purchased on the Over-Allotment Closing Date: 75,000
	 	 	 
	 	I-BANKERS
    SECURITIES, INC.
	 	 	 
	 	By:	/s/
    Shelley Leonard
	 	Name:	Shelley
Leonard
	 	Title:	President
	 	 	 
	 	Number
of Private Placement Warrants to be purchased on the Initial Closing Date: 125,000

	 	 
	 	Number
    of Private Placement Warrants to be purchased on the Over-Allotment Closing Date: 18,750


 


[Signature
page to Private Placement Warrants Purchase Agreement]