Exhibit 10.4


 


PRIVATE PLACEMENT SHARE PURCHASE AGREEMENT


 


THIS PRIVATE PLACEMENT SHARE
PURCHASE AGREEMENT, dated as of [●], 2021 (as it may from time to time be amended, this “Agreement”), is entered
into by and between Iron Spark I Inc., a Delaware corporation (the “Company”), and Iron Spark I LLC (the “Purchaser”).


 


WHEREAS, the Company intends
to consummate a public offering (the “Public Offering”) of the Company’s Class A common stock, par value $0.0001
per share (a “Share”), as set forth in the Company’s registration statement on Form S-1 related to the Public
Offering (the “Registration Statement”); and


 


WHEREAS, the Purchaser has
agreed to purchase from the Company an aggregate of 1,240,000 Shares (or up to 1,397,500 Shares if the over-allotment option in connection
with the Public Offering is exercised in full) (the “Private Placement Shares”).


 


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 Shares.


 


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


 


B.             Purchase and Sale of the Private Placement Shares.


 


(i)                
As payment in full for the 1,240,000 Private Placement Shares being purchased under this Agreement, Purchaser shall pay
$12,400,000 (the “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 (the “Trust Account”) at a financial institution to be
chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee.


 


(ii)             
In the event that the over-allotment option is exercised in full or in part, Purchaser shall purchase up to an additional
157,500 Private Placement Shares (the “Additional Private Placement Shares”), in the same proportion as the amount
of the over-allotment option that is exercised, and simultaneously with such purchase of Additional Private Placement Shares, as payment
in full for the Additional Private Placement Shares being purchased hereunder, and at least one (1) business day prior to the closing
of all or any portion of the over-allotment option, Purchaser shall pay $10.00 per Additional Private Placement Share, up to an aggregate
amount of $1,575,000, by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company,
to the Trust Account.


 


(iii)           
The closing of the purchase and sale of the Private Placement Shares shall take place simultaneously with the closing of
the Public Offering (the “Initial Closing Date”). The closing of the purchase and sale of the Additional Private Placement
Shares, if applicable, shall take place simultaneously with the closing of all or any portion of the over-allotment option (such closing
date, together with the Initial Closing Date, the “Closing Dates” and each, a “Closing Date”). The
closing of the purchase and sale of each of the Private Placement Shares and the Additional Private Placement Shares shall take place
at the offices of Loeb & Loeb LLP, 345 Park Avenue, New York, New York, 10154, or such other place as may be agreed upon by the parties
hereto.


 


(iv)            
At or prior to the time of the Initial 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 Shares.


 






     

     


    

 


 


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 Shares, the Company hereby represents and warrants to the Purchaser (which representations
and warranties shall survive the Closing Dates) that:


 


A.            Organization and Corporate Power. The Company is a corporation duly organized, 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.


 


B.             Authorization; No Breach.


 


(i)                
The execution, delivery and performance of this Agreement and the Private Placement Shares have been duly authorized by
the Company as of the Closing Dates. This Agreement constitutes a 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 this Agreement, the Private Placement Shares will
constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of the Closing Dates.


 


(ii)             
The execution and delivery by the Company of this Agreement and issuance and sale of the Private Placement Shares, and the
fulfillment of, and compliance with, the terms hereof by the Company, do not and will not as of the Closing Dates (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 certificate of incorporation or the bylaws 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.


 


C.             Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, the Private Placement
Shares will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms
hereof the Purchaser will have good title to the Private Placement Shares, 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.


 


E.              Additional Representations and Warranties. The representations and warranties of the Company set forth in the Underwriting
Agreement, dated as of the date hereof, by and between the Company and Morgan Stanley & Co. LLC, as representative of the underwriters named therein
(the “Underwriting Agreement”), are hereby incorporated herein.


 






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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 Shares to the Purchaser, the Purchaser hereby represents and warrants to
the Company (which representations and warranties shall survive the Closing Dates) 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 Dates 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 Shares (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 of the Securities
Act of 1933, as amended (the “Securities Act”), and such 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 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.


 






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(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. While such Purchaser understands that Rule 144 under the
Securities Act is not available for the resale of securities initially issued by shell companies (other than business combination related
shell companies) or issuers that have been at any time previously a shell company, such Purchaser understands that Rule 144 includes an
exception to this prohibition if the following conditions are met: (i) the issuer of the securities that was formerly a shell company
has ceased to be a shell company; (ii) the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d)
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (iii) the issuer of the securities has
filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period
that the issuer was required to file such reports and materials), other than Form 8-K reports; and (iv) at least one year has elapsed
from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell
company.


 


(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.


 


Section 4.              Conditions of the Purchaser’s Obligations. The obligations of the Purchaser to purchase
and pay for the Private Placement Shares are subject to the fulfillment, on or before the Closing Dates, of each of the following conditions:


 


A.            Performance. The Company shall have performed and complied with all agreements, obligations and conditions contained in
this Agreement, and all of the conditions set forth in Section 5 of the Underwriting Agreement, that are required to be performed or complied
with by it on or before the Closing Dates.


 


B.             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.


 


C.             Registration Rights Agreement. The Company shall have entered into the Registration Rights Agreement on terms satisfactory
to the Purchaser.


 


D.             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 issuance and sale of the Private Placement Shares hereunder.


 


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 the Closing Dates, of each of the following conditions:


 






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A.             Representations and Warranties. The representations and warranties of the Purchaser contained in Section 3 shall be true
and correct at and as of the Closing Dates 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 the Closing Dates.


 


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.


 


D.              Registration Rights Agreement. The Company shall have entered into the Registration Rights Agreement.


 


E.               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 issuance and sale of the Private Placement Shares hereunder.


 


Section 6.              Termination. This Agreement may be terminated at any time after June 30, 2021 upon the election
by either the Company or a Purchaser entitled to purchase a majority of the Private Placement Shares upon written notice to the other
parties if the closing of the Public Offering does not occur prior to such date.


 


Section 7.               Survival of Representations and Warranties. All of the representations and warranties contained
herein shall survive the Closing Dates. 


 


Section 8.               Definitions. Terms used but not otherwise defined in this Agreement shall have the meaning assigned
to such terms in the Registration Statement.


 


Section 9.               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.


 


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. In the event
that any signature is delivered by facsimile transmission or by e-mail delivery of a “pdf” format data file, such signature
shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force
and effect as if such facsimile or “pdf” signature page were an original thereof.


 






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


 


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.


 


[Signature page follows]


 


 


 




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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: IRON SPARK I INC.
	 	 
	 	By	 
	 	Name:  
	 	Title:  
	 	 	 
	 	 	 
	 	IRON SPARK I LLC
	 	 
	 	By 	 
	 	Name:  
	 	Title:  


 






    [Signature Page to Private Placement Share Purchase Agreement]