Exhibit
10.4


 


PRIVATE
PLACEMENT WARRANTS PURCHASE AGREEMENT


 


THIS
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of April 12, 2022 (as it may from time to time be amended and including all exhibits
referenced herein, this “Agreement”), is entered into by and between Aura FAT Projects Acquisition Corp, a Cayman
Islands exempted company with registration number 384483 (the “Company”), and Aura FAT Projects Capital LLC, a Cayman
Islands limited liability company with registration number LC 5067 (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 Class A ordinary share of the Company, having a nominal or par value of US $0.0001 per share (each,
a “Class A share”), and one redeemable warrant;


 


WHEREAS,
each whole warrant entitles the holder to purchase one Class A share at an exercise price of $11.50 per share, subject to adjustment,
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 333-263717 (the “Registration Statement”), under the United
States Securities Act of 1933, as amended (the “Securities Act”); and


 


WHEREAS,
the Purchaser has agreed to purchase 4,550,000 warrants (or up to 5,000,000 warrants if the over-allotment option in connection with
the Public Offering is exercised in full by the underwriters) (the “Private Placement Warrants”), each Private Placement
Warrant entitling the holder to purchase one Class A share at an exercise price of $11.50 per Class A share, at a price of
$1.00 per warrant, subject to adjustment.


 


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 “IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase
from the Company 4,550,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $4,550,000 (the
“Purchase Price”) including 450,000 Private Placement Warrants at a price of $1.00 per warrant for $150,000 in connection
with the over-allotment option. The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds in the following
amounts: (i) $970,000 to the Company, at a financial institution to be chosen by the Company, and (ii) $102,000,000 to the trust account
maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), in each
case in accordance with the Company’s wiring instructions at least one (1) business day prior to the date of effectiveness
(the “Effective Date”) of the registration statement relating to the Public Offering (the “Registration Statement”).
On the IPO Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company, at its option, shall
deliver a certificate 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)
Simultaneously with the consummation of the closing of the over-allotment option in connection with the Public Offering (the “Over-Allotment
Option”) or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-Allotment
Closing Date,” and each Over-Allotment Closing Date (if any) and the IPO Closing Date being sometimes referred to herein as
a “Closing Date”), Purchaser shall purchase up to an additional 450,000 Private Placement Warrants (the “Additional
Warrants”), in the same proportion as the amount of the option that is so exercised, and simultaneously with such purchase
of Additional Warrants, as payment in full for the Additional Warrants being purchased hereunder, and at least one (1) business
day prior to the Over-Allotment Closing Date, Purchaser shall pay $1.00 per Additional Warrant, up to an aggregate amount of $450,000
(the “Over-Allotment Purchase Price”), by wire transfer of immediately available funds or by such other method as
may be reasonably acceptable to the Company, to the Trust Account. On the Over-Allotment Closing Date, upon the payment by the Purchaser
of the Over-Allotment Purchase Price, the Company, at its option, shall deliver a certificate evidencing the Additional Warrants purchased
on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.


 


C. Terms
of the Private Placement Warrants.


 


(i)
Each Private Placement Warrant shall have the terms set forth in a Warrant Agreement to be entered into by the Company and a warrant
agent on the IPO Closing Date, in connection with the Public Offering (the “Warrant Agreement”). Such terms include
the fact that the Private Placement Warrants shall not be transferable, assignable or salable until 30 days after the completion of an
initial business combination, subject to certain exceptions set forth in the Warrant Agreement, and shall also be subject to the terms
of a letter agreement to be entered into by the Company, the Purchaser and the other parties thereto, in connection with the Public Offering.


 


(ii)
At the time of, or prior to, the IPO 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 Class A 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 IPO Closing Date and Over-Allotment Closing Date) that:


 


A. Organization
and Corporate Power. The Company is an exempted company duly incorporated, validly existing and in good standing under the laws of
the Cayman Islands 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 IPO Closing Date. This Agreement constitutes the 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 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 as of the IPO Closing
Date.


 


(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 Class A shares upon exercise of the Private Placement Warrants and the fulfillment of, and
compliance with, the respective terms hereof and thereof by the Company, do not and will not as of the Closing Date (a) conflict
with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation
of any lien, security interest, charge or encumbrance upon the Company’s share capital or assets under, (d) result in a violation
of, or (e) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with,
any court or administrative or governmental body or agency pursuant to the memorandum and articles of association of the Company (in
effect on the date hereof or as may be amended and/or restated on or prior to completion of the Public Offering, the “Articles”),
or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which
the Company is subject, except for any filings required after the date hereof under federal or state securities laws.


 






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C. Title
to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, the Articles, and the Warrant Agreement,
the Class A shares issuable upon exercise of the Private Placement Warrants will be duly and validly issued, fully paid and nonassessable.
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 Class A 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 Closing Date) that:


 


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


 


B. Authorization;
No Breach.


 


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


 


(ii)
The execution and delivery by the Purchaser of this Agreement and the fulfillment of and compliance with the terms hereof by the Purchaser
does not and shall not as of the Closing Date (a) conflict with or result in a breach by the Purchaser 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 Purchaser’s equity 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 Purchaser’s organizational documents 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 Purchaser is subject, or any agreement,
instrument, order, judgment or decree to which the Purchaser is subject, except for any filings required after the date hereof under
federal or state securities laws.


 


C. Investment
Representations.


 


(i)
The Purchaser is acquiring the Private Placement Warrants and, upon exercise of the Private Placement Warrants, the Class A 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, 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.


 






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(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) of Regulation D under the Securities Act.


 



(v)
The Purchaser has been furnished with all materials relating to the business, finances and operations of the Company and materials relating
to the offer and sale of the Securities which have been requested by the Purchaser. The Purchaser has been afforded the opportunity to
ask questions of the executive officers and directors of the Company. The Purchaser understands that its investment in the Securities
involves a high degree of risk and it has sought such accounting, legal and tax advice as it has considered necessary to make an informed
investment decision with respect to the acquisition of the Securities.


 


(vi)
The Purchaser understands that no United States federal or state agency or any other government or governmental agency has passed on
or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the Securities by the
Purchaser nor have such authorities passed upon or endorsed the merits of the offering of the Securities.


 


(vii)
The Purchaser understands that: (a) the Securities have not been and are not being registered under the Securities Act or any state
securities laws, and may not be offered for sale, sold, assigned or transferred unless (1) subsequently registered thereunder or
(2) sold in reliance on an exemption therefrom; and (b) except as specifically set forth in the Registration Rights Agreement,
neither the Company nor any other person is under any obligation to register the Securities under the Securities Act or any state securities
laws or to comply with the terms and conditions of any exemption thereunder. The Private Placement Warrants will bear a legend and appropriate
“stop transfer” instructions (or an appropriate notation if the warrants are issued in book entry form) relating to the foregoing.
The Purchaser further understands that the Securities and Exchange Commission (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 despite technical compliance
with the requirements of such Rule, and the Securities can be resold only through a registered offering or in reliance upon another exemption
from the registration requirements of the Securities Act.


 


(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 investments 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 the Closing Date, of each of the following conditions:


 


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


 


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


 


C. No
Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered,
promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having
authority over the matters contemplated hereby, which prohibits the consummation of any of the transactions contemplated by this Agreement
or the Warrant Agreement.


 


D. Warrant
Agreement and Registration Rights Agreement. The Company shall have entered into the Warrant Agreement, in the form of Exhibit
A hereto, and the Registration Rights Agreement, in the form of Exhibit B hereto, in each case on terms satisfactory
to the Purchaser.


 






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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 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. 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.


 


D. 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.


 


E. Warrant
Agreement and Registration Rights Agreement. The Company shall have entered into the Warrant Agreement, in the form of Exhibit
A hereto, and the Registration Rights Agreement, in the form of Exhibit B hereto, in each case on terms satisfactory
to the Company.


 


Section 6.
Termination. This Agreement may be terminated at any time after October 31, 2022 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 prior to such date.


 


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


 






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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.


 


[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:
	 	 
	 	AURA
    FAT PROJECTS ACQUISITION CORP.
	 	 	 
	 	By:	/s/
David Andrada 

	 	Name: 	David Andrada
	 	Title: 	Co-Chief Executive Officer


 


	 	PURCHASER:
	 	 
	 	AURA
    FAT PROJECTS CAPITAL LLC
	 	 	 
	 	By:	/s/
David Andrada

	 	Name:	 David Andrada
	 	Title: 	Manager


 


[Signature
page to Private Placement Warrants Purchase Agreement]


 






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Exhibit
A


 


Warrant
Agreement


 






    A-1


     


    

 


Exhibit
B


 


Registration
Rights Agreement


 




    B-1