Exhibit 10.4


 


PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT


 


THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as
of [_____], 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”),
is entered into by and between Acamar Partners Acquisition Corp. II, a Delaware corporation (the “Company”),
and Acamar Partners Sponsor II 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 the Company’s
Class A common stock, par value $0.0001 per share (each, a “Share”), and one-fourth of one redeemable warrant.
Each whole warrant entitles the holder to purchase one Share at an exercise price of $11.50 per Share.


 


WHEREAS, the Purchaser has agreed to purchase up to an aggregate
of 6,333,333 warrants (or up to 7,033,333 warrants in the aggregate to the extent the over-allotment option in connection with
the Public Offering is exercised in full) (the “Private Placement Warrants”), each Private Placement Warrant
entitling the holder to purchase one Share at an exercise price of $11.50 per Share.


 


NOW THEREFORE, in consideration of the mutual promises contained
in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties to this Agreement hereby, intending legally to be bound, agree as follows:


 


AGREEMENT


 


Section 1. Authorization, Purchase and Sale; Terms of
the Private Placement Warrants.


 


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


 


B. Purchase and Sale of the Private Placement Warrants.


 


(i) On the date of the consummation of the Public Offering
or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”),
the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to an aggregate of 6,333,333
Private Placement Warrants at a price of $1.50 per Private Placement Warrant for an aggregate purchase price of up to $9,500,000
(the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company as
follows: (i) $2,500,000 to the Company at a financial institution to be chosen by the Company, and (ii) $7,000,000 to
the Company’s trust account maintained by American Stock Transfer & Trust Company, LLC, acting as trustee (the “Trust
Account”), in each case in accordance with the Company’s wiring instructions at least one business day prior to
the Initial Closing Date. On the Initial Closing Date, subject to the receipt of funds pursuant to the immediately foregoing sentence,
the Company shall either, at its option, deliver certificates evidencing the Private Placement Warrants purchased by the Purchaser
on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.


 


(ii) On the date of the consummation of the closing of
the over-allotment option (if any) in connection with the Public Offering or on such earlier time and date as may be mutually agreed
by the Purchaser 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 referred to herein as a “Closing Date”), the Company
shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to an aggregate of 700,000 Private
Placement Warrants, in the same proportion as the amount of the over-allotment option that is exercised, at a price of $1.50 per
Private Placement Warrant for an aggregate purchase price of up to $1,050,000 (if the over-allotment option in connection with
the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire
transfer of immediately available funds to the Trust Account, at least one business day prior to the Over-allotment Closing Date
in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, subject to the receipt of funds
pursuant to the immediately foregoing sentence, the Company shall either, at its option, deliver certificates evidencing the Private
Placement Warrants purchased by the Purchaser 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) The Private Placement Warrants shall have their terms
set forth in a Warrant Agreement to be entered into by the Company and a warrant agent, in connection with the Public Offering
(a “Warrant Agreement”).


 


(ii) 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 Warrants
and the Shares underlying the Private Placement Warrants.


 


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


 


A. Incorporation and Corporate Power. The Company is
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 and approved by the Company as of each Closing Date. This Agreement
constitutes a valid and binding obligation of the Company, enforceable in accordance with its terms, subject to bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’
rights and to general equitable principles (whether considered in a proceeding in equity or law). Upon each issuance of Private
Placement Warrants 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 each Closing Date (a) conflict with or result in a breach of the terms, conditions
or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or
encumbrance upon the Company’s capital stock or assets under, (d) result in a violation of, or (e) require any
authorization, consent, approval, exemption, action, notice, declaration or filing, in each case, by or to 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 and the Warrant Agreement, the Private Placement Warrants will be duly and validly issued
and the Shares issuable upon exercise of the Private Placement Warrants will be duly and validly issued, fully paid and nonassessable.
On the date of issuance of the Private Placement Warrants, the Shares issuable upon exercise of the Private Placement Warrants
shall have been reserved for issuance in accordance with the terms of this Agreement. Upon issuance in accordance with, and payment
pursuant to, the terms hereof and the Warrant Agreement, each Purchaser will have good title to the Private Placement Warrants
purchased by it and the Shares issuable upon exercise of such Private Placement Warrants, free and clear of all liens, claims and
encumbrances of any kind, other than (i) transfer restrictions hereunder and under the other agreements contemplated hereby,
(ii) transfer restrictions under federal and state securities laws, and (iii) liens, claims or encumbrances imposed due
to the actions of the Purchaser.


 






    


     


    

 


D. Governmental Consents. No permit, consent, approval
or authorization of, or declaration to or filing with, any governmental authority is required in connection with the execution,
delivery and performance by the Company of this Agreement or the consummation by the Company of any other transactions contemplated
hereby.


 


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


 


A. Organization and Requisite Authority. The Purchaser
possesses all requisite power and authority necessary to carry out the transactions contemplated by this Agreement.


 


B. Authorization; No Breach.


 


(i) This Agreement constitutes a valid and binding obligation
of the Purchaser, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general equitable principles
(whether considered in a proceeding in equity or law).


 


(ii) The execution and delivery by the Purchaser of this
Agreement and the fulfillment of and compliance with the terms hereof by the Purchaser does not and shall not as of each Closing
Date 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 that would materially impact its ability to perform its obligations
hereunder.


 


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 of the Securities Act of 1933, as amended (the “Securities
Act”), and the Purchaser has not experienced a disqualifying event as enumerated pursuant to Rule 506(d) of
Regulation D under the Securities Act.


 


(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 decide to enter into this Agreement
as a result of any general solicitation or general advertising within the meaning of Rule 502(c) under the Securities
Act.


 


(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. In this regard, the 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, unless 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 knowledge and experience in financial
and business matters, understands 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.


 


(ix) The Purchaser understands that the Private Placement
Warrants shall bear the legend substantially in the form set forth in the Warrant Agreement.


 


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


 


A. Representations and Warranties. The representations
and warranties of the Company contained in Section 2 shall be true and correct at and as of such Closing Date as though then
made.


 


B. Performance. The Company shall have performed and
complied with all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied
with by it on or before such Closing Date.


 


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 and Registration Rights Agreement.
The Company shall have entered into the Warrant Agreement and the Registration Rights Agreement, each on terms satisfactory to
the Purchaser.


 


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 Warrant Agreement
and the issuance and sale of the Private Placement Warrants 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 each Closing
Date, of each of the following conditions:


 


A. Representations and Warranties. The representations
and warranties of the Purchaser contained in Section 3 shall be true and correct at and as of such Closing Date as though
then made.


 


B. Performance. The Purchaser shall have performed and
complied with all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied
with by the Purchaser on or before such Closing Date.


 


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


 


Section 7. Miscellaneous.


 


A. Successors and Assigns. Except as otherwise expressly
provided herein, all covenants and agreements contained in this Agreement by or on behalf of any of the parties hereto shall bind
and inure to the benefit of the respective successors of the parties hereto whether so expressed or not. Notwithstanding the foregoing
or anything to the contrary herein, the parties may not assign this Agreement without the prior written consent of the other party
hereto, other than assignments by the Purchaser to its affiliates (including, without limitation, one or more of its members).


 


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.


 


D. Descriptive Headings; Interpretation. The descriptive
headings of this Agreement are inserted for convenience only and do not constitute a substantive part of this Agreement. The use
of the word “including” in this Agreement shall be by way of example rather than by limitation.


 


E. Governing Law. This Agreement shall be deemed to be
a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the internal
laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the
laws of another jurisdiction.


 


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


 


G. Exculpation. Notwithstanding anything appearing to
the contrary in this Agreement, no affiliate of the parties or any direct or indirect partner, member or shareholder of the parties
or any affiliate of the parties (or any officer, director, agent, manager, personal representative, trustee or employee of the
parties, any affiliate of the parties or any such direct or indirect partner, member or shareholder) (collectively, the “Exculpated
Parties”) shall be liable for the performance or non-performance of either of the parties’ obligations under
this Agreement. The parties agree not to sue or otherwise seek to enforce any liability or obligation against any of the Exculpated
Parties with respect to any matters arising out of or in connection with this Agreement.


 


[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:
	 	ACAMAR PARTNERS ACQUISITION CORP. II




 


	 	By:	 
	 	 	Name:
	 	 	Title:




 


	 	PURCHASER:
	 	ACAMAR PARTNERS SPONSOR II LLC




 


	 	By:	 
	 	 	Name:
	 	 	Title:




 


[Signature Page to Private Placement Warrants Purchase Agreement]