Exhibit 10.4


 


PRIVATE PLACEMENT WARRANT PURCHASE AGREEMENT


 


THIS PRIVATE PLACEMENT
WARRANT PURCHASE AGREEMENT, dated as of [_______], 2021 (as it may from time to time be amended, this “Agreement”),
is entered into by and between Atlantic Coastal Acquisition Corp., a Delaware corporation (the “Company”) and
Atlantic Coastal Acquisition Management LLC, a Delaware limited liability company (the “Purchaser”).


 


WHEREAS:


 


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


 


Each whole warrant entitles
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-[•] (the
 “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities Act”);
and


 


The Purchaser has agreed
to purchase, at a price of $1.50 per warrant, an aggregate of 5,466,667 warrants (or up to 6,066,667 warrants to the extent the
underwriters’ over-allotment option is exercised) (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)
Simultaneously with 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 “Initial Closing Date”), the Company shall issue and sell to the Purchaser,
and the Purchaser shall purchase from the Company, an aggregate of 5,466,667 Private Placement Warrants at a price of $1.50
per warrant for an aggregate purchase price of $8,200,000 (the “Purchase Price”). Purchaser 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. On the Initial Closing Date, upon the payment by the Purchaser 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) In the event that the underwriters’
over-allotment option is exercised in full or in part, the Purchaser shall purchase up to an additional 600,000 Private Placement
Warrants (the “Additional Private Placement Warrants”), in the same proportion as the amount of the option
that is so exercised, and simultaneously with such purchase of Additional Private Placement Warrants, as payment in full for the
Additional Private Placement Warrants being purchased hereunder, and at least one (1) business day prior to the closing of such
portion of the underwriters’ over-allotment option, Purchaser shall pay $1.50 per Additional Private Placement Warrant,
up to an aggregate amount of $900,000, by wire transfer of immediately available funds or by such other method as may be reasonably
acceptable to the Company, to the Trust Account. The closing of the purchase and sale of the Additional Private Placement Warrants,
if applicable, shall take place simultaneously with the closing of all or any portion of the underwriters’ 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 the Additional Private Placement Warrants, if applicable, shall take
place at the offices of Pillsbury Winthrop Shaw Pittman LLP, counsel for the Company, or such other place as may be agreed upon
by the parties hereto.


 


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”).


 


(ii) On
or prior to the Effective Date, the Company and the Purchaser shall enter into a registration and shareholder rights agreement
(the “Registration and Shareholder Rights Agreement”) pursuant to which the Company will grant certain registration
rights to the Purchaser relating to the Private Placement Warrants and the Shares underlying the Private Placement Warrants.


 


Section 2. Representations and Warranties
of the Company. As a material inducement to the Purchaser to enter into this Agreement and purchase the Private Placement Warrants,
the Company hereby represents and warrants to the Purchaser (which representations and warranties shall survive the applicable
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 applicable 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 applicable 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.


 


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


 


Section 3. Representations and Warranties
of the Purchaser. As a material inducement to the Company to enter into this Agreement and issue and sell the Private Placement
Warrants to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations and warranties shall
survive the applicable 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 applicable 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.


 


(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.


 


(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 and Shareholder Rights Agreement,
neither the Company nor any other person is under any obligation to register the Securities under the Securities Act or any state
securities laws or to comply with the terms and conditions of any exemption thereunder. 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 SEC 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 Purchaser to purchase and pay for the Private Placement Warrants are subject to the fulfillment, on
or before the applicable 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 the applicable
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 the applicable 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 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 applicable
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 the applicable
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 the applicable 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 Purchaser shall have entered into the Warrant Agreement.


 


Section 6. Termination. This Agreement may be terminated
at any time after [________], 2021 upon the election by either the Company or the Purchaser solely as to itself upon written notice
to the other party if the initial 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 applicable Closing Date.





 






     


     


    

 





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 without the
prior written consent of the other party hereto, 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.


 


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.


 


[Signature
page follows]





 






     


     


    

 


IN WITNESS WHEREOF, the parties hereto
have executed this Agreement to be effective as of the date first set forth above.


 


	 	COMPANY:  
	 	 
	 	ATLANTIC COASTAL ACQUISITION CORP. 
	 	 
	 	By:	 
	 	 	Name:  Shahraab Ahmad
	 	 	Title:  Chief Executive Officer    
	 	 
	 	 PURCHASER:  
	 	 
	 	ATLANTIC COASTAL ACQUISITION MANAGEMENT LLC    
	 	 
	 	By:	 
	 	 	Name:  Shahraab Ahmad
	 	 	Title:  Authorized Signatory



 


[Signature page to Private Placement
Warrants Purchase Agreement]