Exhibit 10.4


 


PRIVATE
PLACEMENT WARRANTS PURCHASE AGREEMENT


 


THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT,
dated as of October 26, 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”),
is entered into by and between TKB Critical Technologies 1, a Cayman Islands exempted company (the “Company”), and
TKB Sponsor I, 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 Class A ordinary
share, par value $0.0001 per share (each, a “Share”), of the Company and one-half of one redeemable warrant. Each whole
warrant entitles the holder to purchase one Share at an exercise price of $11.50 per Share. The Purchaser has agreed to purchase an aggregate
of 9,550,000warrants (or 10,750,000 warrants in the aggregate to the extent the over-allotment option in connection with the Public Offering
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.




 


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, an aggregate
of 9,550,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $9,550,000 (the “Purchase
Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s
wiring instructions at least one business day prior to the IPO Closing Date. On the IPO Closing Date, 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. On the date of the consummation of the closing of
the over-allotment option 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 IPO Closing Date being sometimes 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 additional 1,200,000 Private Placement Warrants, in the
same proportion as the amount of the over-allotment option that is exercised, at a price of $1.00 per warrant for an aggregate purchase
price of up to $1,200,000 (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 Company in accordance with the
Company’s wiring instructions at least one business day prior to such Over-allotment Closing Date. On the Over-allotment Closing
Date, upon the payment by the Purchaser of the Over-allotment Purchase Price payable by it by wire transfer of immediately available
funds to the Company, 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 (the “Warrant Agreement”).


 






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(ii) At
or prior to the time of 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 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. Organization
and Corporate Power. The Company is an exempted company duly organized, 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 and approved by the
Company. 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,
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 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 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 Placement Warrants, the Shares issuable upon exercise of the 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.


 






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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) The
execution, delivery and performance of this Agreement have been duly authorized and approved by the Purchaser. 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.


 






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(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. While 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, the Purchaser understands that Rule 144 includes an exception to this prohibition
if the following conditions are met: (i) the issuer of the securities that was formerly a shell company has ceased to be a shell company;
(ii) the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”); (iii) the issuer of the securities has filed all Exchange Act reports and material
required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such
reports and materials), other than Form 8-K reports; and (iv) at least one year has elapsed from the time that the issuer filed current
Form 10 type information with the U.S. Securities and Exchange Commission (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.


 


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.


 






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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 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. 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. The Company shall have entered into the Warrant Agreement on terms satisfactory to the Company.


 


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 prior to such date.


 


Section
7. Survival of Representations and Warranties. All of the representations and warranties contained herein shall survive each 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 on Form S-1, which the Company has filed with the SEC under the Securities Act.


 


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 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.


 






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


 


E. Governing
Law. This Agreement shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed
in accordance with the internal laws of the State of New York.


 


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:
	 	 
	 	TKB
    Critical Technologies 1, a Cayman
    Islands exempted company
	 	 	 
	 	By:	/s/ Angela Blatteis
	 	 	Name:
    Angela Blatteis
	 	 	Title:
      Co-Chief Executive Officer


 


	 	

    PURCHASER:

	 	 
	 	TKB
    SPONSOR I, a Delaware limited liability company
	 	 	 
	 	By:	/s/ Angela Blatteis
	 	 	Name:
    Angela Blatteis
	 	 	Title:   Manager
	 	 	 
	 	By:	/s/ Greg Klein
	 	 	Name:
    Greg Klein
	 	 	Title:   Manager

	 	 	 
	 	By:	/s/ Philippe Tartavull
	 	 	Name:
    Philippe Tartavull
	 	 	Title:   Manager



 


 


[Signature Page to Private Placement
Warrants Purchase Agreement]






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