Exhibit
10.4


 





	


EXECUTION VERSION


 


SPONSOR
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT


 


This SPONSOR PRIVATE PLACEMENT
UNITS PURCHASE AGREEMENT (this “Agreement”) is made as of the 4th day of March, 2021, by and between InterPrivate
III Financial Partners Inc., a Delaware corporation (the “Company”), having its principal place of business
at 1350 Avenue of the Americas, New York, New York 10019, and InterPrivate Acquisition Management III, LLC, a Delaware limited
liability company (the “Subscriber”), having its principal place of business at 1350 Avenue of the Americas,
New York, New York 10019.


 


WHEREAS, the Company desires
to sell to the Subscriber on a private placement basis (the “Placement”) an aggregate of 525,000 units (the
“Initial Sponsor Units”) of the Company, and up to an additional 52,500 (the “Additional Sponsor Units”
and together with the Initial Sponsor Units, the “Units”), each Sponsor Unit comprised of one share of Class A common
stock of the Company, par value $0.0001 per share (“Common Stock”) and one-fifth of one warrant, each whole
warrant exercisable to purchase one share of Common Stock (“Warrant”), for a purchase price of $10.00 per Sponsor
Unit. The shares of Common Stock underlying the Warrants are hereinafter referred to as the “Warrant Shares.”
The shares of Common Stock underlying the Sponsor Units (excluding the Warrant Shares) are hereinafter referred to as the “Placement
Shares.” The Warrants underlying the Sponsor Units are hereinafter referred to as the “Placement Warrants.”
The Sponsor Units, Placement Shares, Placement Warrants and Warrant Shares, collectively, are hereinafter referred to as the “Securities.”
Each Placement Warrant is exercisable to purchase one share of Common Stock at an exercise price of $11.50 during the period commencing
30 days following the consummation of the Company’s initial business combination (the “Business Combination”),
as such term is defined in the registration statement in connection with the IPO, as amended at the time it becomes effective (the
“Registration Statement”), and expiring on the fifth anniversary of the consummation of the Business Combination;
and


 


WHEREAS, the Subscriber
wishes to purchase 525,000 Initial Sponsor Units and up to 52,500 Additional Sponsor Units, and the Company wishes to accept such
subscription from the Subscriber.


 


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:


 


1. Agreement
to Subscribe


 


1.1. Purchase
and Issuance of the Sponsor Units.


 


(i) Upon
the terms and subject to the conditions of this Agreement, the Subscriber hereby agrees to purchase from the Company, and the Company
hereby agrees to sell to the Subscriber, on the Closing Date (as defined below) the Initial Sponsor Units in consideration of the
payment of the Initial Purchase Price (as defined below). On the Closing Date, the Company shall, at its option, deliver to the
Subscriber the certificates representing the Securities purchased or effect such delivery in book-entry form.


 


(ii) The
Subscriber hereby agrees to purchase up to an additional 45,000 Additional Units at $10.00 per Additional Unit for a purchase price
of up to $450,000. The purchase and issuance of the Additional Units shall occur only in the event that the Over-Allotment Option
is exercised in full or in part. The total number of Additional Units to be purchased hereunder shall be in the same proportion
as the proportion of the Over-Allotment Option that is exercised. Each purchase of Additional Units shall occur simultaneously
with the consummation of the applicable portion of the Over-Allotment Option.


 


1.2. Purchase
Price.


 


(i) As
payment in full for the Initial Sponsor Units being purchased under this Agreement, the Subscriber shall pay $5,250,000 (the “Initial
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 (“Continental”) one (1) business day
prior to the date of effectiveness of the Registration Statement.


 






     


     

    

 


(ii) As
payment in full for the Additional Sponsor Units being purchased under this Agreement, the Subscriber shall pay $10.00 per Additional
Unit being purchased by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to
the Company, to the Trust Account at a financial institution to be chosen by the Company, maintained by Continental one (1) business
day prior to the Closing Date of the applicable portion of the Over-Allotment Option.


 


1.3. Closing.
The closing of the purchase and sale of the Initial Sponsor Units shall take place simultaneously with the closing of the IPO,
and the closing of the purchase and sale of the Sponsor Additional Units shall take place simultaneously with the closing of the
applicable portion of the Over-Allotment Option (each a “Closing Date”). The closing of the purchase and sale of the
Sponsor Units shall take place at the offices of White & Case LLP, 1221 Avenue of the Americas, New York, New York 10020, or
such other place as may be agreed upon by the parties hereto.


 


1.4. Termination.
This Agreement and each of the obligations of the undersigned shall be null and void and without effect if a Closing does not occur
prior to December 31, 2021.


 


2. Representations
and Warranties of the Subscriber


 


The Subscriber
represents and warrants that:


 


2.1. No
Government Recommendation or Approval. The Subscriber understands that no federal or state agency has passed upon or made any recommendation
or endorsement of the Company or the Placement of the Securities.


 


2.2. Accredited
Investor. The Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation
D under the Securities Act of 1933, as amended (the “Securities Act”), and acknowledges that the sale contemplated
hereby is being made in reliance, among other things, on a private placement exemption to “accredited investors” under
the Securities Act and similar exemptions under state law.


 


2.3. Intent.
The Subscriber is purchasing the Securities solely for investment purposes, for Subscriber’s own account (and/or for the
account or benefit of its members or affiliates, as permitted, pursuant to the terms of an agreement (the “Insider Letter”)
to be entered into with respect to the Securities between, among others, the Subscriber and the Company, as described in the Registration
Statement), and not with a view to the distribution thereof and the Subscriber has no present arrangement to sell the Securities
to or through any person or entity except as may be permitted under the Insider Letter. the Subscriber shall not engage in hedging
transactions with regard to the Securities unless in compliance with the Securities Act.


 


2.4. Restrictions
on Transfer. The Subscriber acknowledges and understands the Sponsor Units are being offered in a transaction not involving a public
offering in the Sponsor United States within the meaning of the Securities Act. The Securities have not been registered under the
Securities Act and, if in the future the Subscriber decides to offer, resell, pledge or otherwise transfer the Securities, such
Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed
under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if
available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each
case in accordance with any applicable securities laws of any state or any other jurisdiction. Notwithstanding the foregoing, the
Subscriber acknowledges and understands the Securities are subject to transfer restrictions as described in Section 8 hereof. The
Subscriber agrees that if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent
to any such transfer, the Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company
with respect to such transfer. Absent registration or another available exemption from registration, the Subscriber agrees it will
not resell the Securities (unless otherwise permitted pursuant to the Insider Letter, as described in the Registration Statement).
The Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available to the Subscriber
for the resale of the Securities until the one year anniversary following consummation of the initial Business Combination of the
Company, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.


 






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2.5. Sophisticated
Investor.


 


(i) The
Subscriber is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Securities.


 


(ii) The
Subscriber is aware that an investment in the Securities is highly speculative and subject to substantial risks because, among
other things, the Securities are subject to transfer restrictions and have not been registered under the Securities Act and therefore
cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available. The
Subscriber is able to bear the economic risk of its investment in the Securities for an indefinite period of time.


 


2.6. Independent
Investigation. The Subscriber, in making the decision to purchase the Sponsor Units, has relied upon an independent investigation
of the Company and has not relied upon any information or representations made by any third parties or upon any oral or written
representations or assurances from the Company, its officers, directors or employees or any other representatives or agents of
the Company, other than as set forth in this Agreement. The Subscriber is familiar with the business, operations and financial
condition of the Company and has had an opportunity to ask questions of, and receive answers from the Company’s officers
and directors concerning the Company and the terms and conditions of the offering of the Sponsor Units and has had full access
to such other information concerning the Company as the Subscriber has requested. The Subscriber confirms that all documents that
it has requested have been made available and that the Subscriber has been supplied with all of the additional information concerning
this investment which the Subscriber has requested.


 


2.7. Organization
and Authority. The Subscriber is duly organized, validly existing and in good standing under the laws of the State of Delaware
and it possesses all requisite power and authority necessary to carry out the transactions contemplated by this Agreement.


 


2.8. Authority.
This Agreement has been validly authorized, executed and delivered by the Subscriber and is a valid and binding agreement enforceable
in accordance with its terms, subject to the general principles of equity and to bankruptcy or other laws affecting the enforcement
of creditors’ rights generally.


 


2.9. No
Conflicts. The execution, delivery and performance of this Agreement and the consummation by the Subscriber of the transactions
contemplated hereby do not violate, conflict with or constitute a default under (i) the Subscriber’s charter documents, (ii)
any agreement or instrument to which the Subscriber is a party or (iii) any law, statute, rule or regulation to which the Subscriber
is subject, or any agreement, order, judgment or decree to which the Subscriber is subject.


 


2.10. No
Legal Advice from Company. The Subscriber acknowledges it has had the opportunity to review this Agreement and the transactions
contemplated by this Agreement and the other agreements entered into between the parties hereto with the Subscriber’s own
legal counsel and investment and tax advisors. Except for any statements or representations of the Company made in this Agreement
and the other agreements entered into between the parties hereto, the Subscriber is relying solely on such counsel and advisors
and not on any statements or representations of the Company or any of its representatives or agents for legal, tax or investment
advice with respect to this investment, the transactions contemplated by this Agreement or the securities laws of any jurisdiction.


 






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2.11. Reliance
on Representations and Warranties. The Subscriber understands the Sponsor Units are being offered and sold to the Subscriber in
reliance on exemptions from the registration requirements under the Securities Act, and analogous provisions in the laws and regulations
of various states, and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements,
acknowledgments and understandings of the Subscriber set forth in this Agreement in order to determine the applicability of such
provisions.


 


2.12. No
General Solicitation. The Subscriber is not subscribing for the Sponsor Units as a result of or subsequent to any general solicitation
or general advertising, including but not limited to any advertisement, article, notice or other communication published in any
newspaper, magazine, or similar media or broadcast over television or radio, or presented at any seminar or meeting or in a registration
statement with respect to the IPO filed with the Securities and Exchange Commission (“SEC”).


 


2.13. Legend.
The Subscriber acknowledges and agrees the certificates (if any) evidencing each of the Securities shall bear a restrictive legend
(the “Legend”), in form and substance substantially as set forth in Section 4 hereof.


 


3. Representations,
Warranties and Covenants of the Company


 


The Company
represents and warrants to, and agrees with, the Subscriber that:


 


3.1. Valid
Issuance of Capital Stock. The total number of shares of all classes of capital stock which the Company has authority to issue
is 380,000,000 shares of Class A Common Stock, 20,000,000 shares of Class B Common Stock, $0.0001 par value per share (the “Class
B Common Stock”), and 1,000,000 shares of preferred stock, $0.0001 par value per share (“Preferred Stock”). As
of the date hereof, the Company has issued and outstanding 6,468,750 shares of Class B Common Stock (of which up to 843,750 shares
are subject to forfeiture as described in the Registration Statement), no shares of Class A Common Stock 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.


 


3.2. Title
to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof and that certain warrant agreement to
be entered into between the Company and Continental, as warrant agent (the “Warrant Agreement”), as the case
may be, each of the Sponsor Units, Placement Shares, Placement Warrants and Warrant Shares will be duly and validly issued, fully
paid and non-assessable. On the date of issuance of the Sponsor Units, the Warrant Shares shall have been reserved for issuance.
Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, as the case may be, the
Subscriber will have or receive good title to the Sponsor Units, Placement Shares and Placement Warrants, free and clear of all
liens, claims and encumbrances of any kind, other than (i) transfer restrictions hereunder and pursuant to the Insider Letter and
(ii) transfer restrictions under federal and state securities laws.


 


3.3. Organization
and Qualification. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the
State of Delaware and has the requisite corporate power to own its properties and assets and to carry on its business as now being
conducted.


 


3.4. Authorization;
Enforcement. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this
Agreement and to issue the Securities in accordance with the terms hereof, (ii) the execution, delivery and performance of this
Agreement by the Company and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary
corporate action, and no further consent or authorization of the Company or its Board of Directors or stockholders is required,
and (iii) this Agreement constitutes valid and binding obligations of the Company enforceable against the Company in accordance
with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, moratorium,
reorganization, or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or
by equitable principles of general application and except as enforcement of rights to indemnity and contribution may be limited
by federal and state securities laws or principles of public policy.


 






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3.5. No
Conflicts. The execution, delivery and performance of this Agreement and the consummation by the Company of the transactions contemplated
hereby do not (i) result in a violation of the Company’s certificate of incorporation or by-laws, (ii) conflict with, or
constitute a default under any agreement or instrument to which the Company is a party or (iii) any law statute, rule or regulation
to which the Company is subject or any agreement, order, judgment or decree to which the Company is subject. Other than any SEC
or state securities filings which may be required to be made by the Company subsequent to the Closing, and any registration statement
which may be filed pursuant thereto, the Company is not required under federal, state or local law, rule or regulation to obtain
any consent, authorization or order of, or make any filing or registration with, any court or governmental agency or self-regulatory
entity in order for it to perform any of its obligations under this Agreement or issue the Sponsor Units, Placement Shares, Placement
Warrants or Warrant Shares in accordance with the terms hereof.


 


4. Legends


 


4.1. Legend.
The Company will issue the Sponsor Units, Placement Shares and Placement Warrants, and when issued, the Warrant Shares, purchased
by the Subscriber in the name of the Subscriber. The certificates (if any) evidencing Securities will bear the following Legend
and appropriate “stop transfer” instructions:


 


“THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR
OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION
FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS CORPORATION, IS AVAILABLE.”


 


“THE
SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP PURSUANT TO AN INSIDER LETTER BETWEEN, AMONG OTHERS, INTERPRIVATE
III FINANCIAL PARTNERS INC. AND INTERPRIVATE ACQUISITION MANAGEMENT III, LLC AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED
OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP PURSUANT TO THE TERMS SET FORTH IN THE INSIDER LETTER.”


 


4.2. Subscriber’s
Compliance. Nothing in this Section 4 shall affect in any way the Subscriber’s obligations and agreements to comply with
all applicable securities laws upon resale of the Securities.


 


4.3. Company’s
Refusal to Register Transfer of the Securities. The Company shall refuse to register any transfer of the Securities, if in the
sole judgment of the Company such purported transfer would not be made (i) pursuant to an effective registration statement filed
under the Securities Act, or pursuant to an available exemption from the registration requirements of the Securities Act and (ii)
in compliance herewith and with the Insider Letter.


 


4.4. Registration
Rights. The Subscriber will be entitled to certain registration rights which will be governed by a registration rights agreement
(“Registration Rights Agreement”) to be entered into between, among others, the Subscriber and the Company,
on or prior to the effective date of the Registration Statement.


 






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5. Waiver
of Liquidation Distributions.


 


In connection
with the Securities purchased pursuant to this Agreement, the Subscriber hereby waives any and all right, title, interest or claim
of any kind in or to any distributions of the amounts in the Trust Account with respect to the Securities, whether (i) in connection
with the exercise of redemption rights if the Company consummates the Business Combination, (ii) in connection with any tender
offer conducted by the Company prior to a Business Combination, (iii) upon the Company’s redemption of shares of Common Stock
sold in the Company’s IPO upon the Company’s failure to timely complete the Business Combination or (iv) in connection
with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to
modify the substance or timing of the Company’s obligation to redeem 100% of the Company’s public shares if the Company
does not timely complete the Business Combination or (B) with respect to any other provision relating to stockholders’ rights
or pre-Business Combination activity. In the event the Subscriber purchases shares of Common Stock in the IPO or in the aftermarket,
any additional shares so purchased shall be eligible to receive the redemption value of such shares of Common Stock upon the same
terms offered to all other purchasers of Common Stock in the IPO in the event the Company fails to consummate the Business Combination.


 


6. Terms
of Placement Warrants. Each Placement Warrant shall have the terms set forth in the Warrant Agreement.


 


7. Terms
of the Sponsor Units and Placement Warrants


 


7.1. The
Sponsor Units and their component parts are substantially identical to the units to be offered in the IPO except that: (i) the
Sponsor Units and component parts are subject to the transfer restrictions described in the Insider Letter, (ii) the Placement
Warrants will be non-redeemable if called for redemption pursuant to Section 6.1 of the Warrant Agreement so long as they are held
by the Subscriber (or any of its permitted transferees) and as otherwise provided in Section 5 herein, and may be exercisable on
a “cashless” basis if held by the Subscriber or its permitted transferees, as further described in the Warrant Agreement
and (iii) the Sponsor Units and component parts are being purchased pursuant to an exemption from the registration requirements
of the Securities Act and will become freely tradable only after the expiration of the lockup described above in clause (i) and
they are registered pursuant to the Registration Rights Agreement to be signed on or before the date of the Prospectus or an exemption
from registration is available.


 


7.2. The
Subscriber agrees to vote the Placement Shares in accordance with the terms of the Insider Letter and as otherwise described in
the Registration Statement.


 


8. Governing
Law; Jurisdiction; Waiver of Jury Trial


 


This Agreement
shall be governed by and construed in accordance with the laws of the State of New York for agreements made and to be wholly performed
within such state. THE PARTIES HERETO HEREBY WAIVE ANY RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY LITIGATION PURSUANT TO THIS
AGREEMENT AND THE TRANSACTIONS CONTEMPLATED THEREBY.


 


9. Assignment;
Entire Agreement; Amendment


 


9.1. Assignment.
Neither this Agreement nor any rights hereunder may be assigned by any party to any other person other than by the Subscriber to
a person agreeing to be bound by the terms hereof, including the waiver contained in Section 5 hereof.


 






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9.2. Entire
Agreement. This Agreement sets forth the entire agreement and understanding between the parties as to the subject matter thereof
and merges and supersedes all prior discussions, agreements and understandings of any and every nature among them.


 


9.3. Amendment.
Except as expressly provided in this Agreement, neither this Agreement nor any term hereof may be amended, waived, discharged or
terminated other than by a written instrument signed by all of the parties hereto.


 


9.4. Binding
upon Successors. This Agreement shall be binding upon and inure to the benefit of the parties hereto and to their respective heirs,
legal representatives, successors and permitted assigns.


 


10. Notices


 


10.1. Notices.
Unless otherwise provided herein, any notice or other communication to a party hereunder shall be sufficiently given if in writing
and personally delivered or sent by facsimile or other electronic transmission with copy sent in another manner herein provided
or sent by courier (which for all purposes of this Agreement shall include Federal Express or other recognized overnight courier)
or mailed to said party by certified mail, return receipt requested, at its address provided for herein or such other address as
either may designate for itself in such notice to the other. Communications shall be deemed to have been received when delivered
personally, on the scheduled arrival date when sent by next day or 2nd-day courier service, or if sent by facsimile upon receipt
of confirmation of transmittal or, if sent by mail, then three days after deposit in the mail. If given by electronic transmission,
such notice shall be deemed to be delivered (a) if by electronic mail, when directed to an electronic mail address at which the
stockholder has consented to receive notice; (b) if by a posting on an electronic network together with separate notice to the
stockholder of such specific posting, upon the later of (1) such posting and (2) the giving of such separate notice; and (c) if
by any other form of electronic transmission, when directed to the stockholder.


 


11. Counterparts


 


This Agreement
may be executed in one or more counterparts, all of which when taken together shall be considered one and the same agreement and
shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that
both parties need not sign the same counterpart. 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.


 


12. Survival;
Severability


 


12.1. Survival.
The representations, warranties, covenants and agreements of the parties hereto shall survive each Closing Date.


 


12.2. Severability.
In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable
or void, this Agreement shall continue in full force and effect without said provision; provided that no such severability shall
be effective if it materially changes the economic benefit of this Agreement to any party.


 


13. Headings.


 


The titles
and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this
Agreement.


 


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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:
	 	 
	 	INTERPRIVATE III FINANCIAL PARTNERS INC.
	 	 	 
	 	
        

        By:
	
        

        /s/ Brandon Bentley

	 	 	Name:  	 Brandon Bentley
	 	 	Title: 	General Counsel


 


	 	
        

        SUBSCRIBER:

	 	 
	 	INTERPRIVATE ACQUISITION MANAGEMENT III, LLC
	 	 	 
	 	By:	/s/ Ahmed Fattouh
	 	 	Name:  	 Ahmed M. Fattouh
	 	 	Title:	 Managing Member of InterPrivate LLC, the Manager of InterPrivate Capital LLC


 


[Signature Page to Sponsor Unit Purchase
Agreement (InterPrivate III Financial Partners Inc.)]