Exhibit 10.4


 


PRIVATE PLACEMENT WARRANTS PURCHASE
AGREEMENT


 


THIS PRIVATE PLACEMENT
WARRANTS PURCHASE AGREEMENT, dated as of January [●], 2021 (as it may from time to time be amended, this “Agreement”),
is entered into by and among Pontem Corporation, a Cayman Islands exempted company (the “Company”), HSM-Invest,
a Switzerland simple or general non-commercial partnership to be established and controlled by Hubertus Muehlhaeuser (“HSM-Invest”),
and Pontem LLC, a Delaware limited liability company (the “Sponsor”). The Sponsor and HSM-Invest are
sometimes referred to herein individually as a “Purchaser” and, collectively, as the “Purchasers.”


 


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, of the Company (an “Ordinary Share”), and
one-third of one redeemable warrant. Each whole warrant entitles the holder to purchase one Ordinary Share at an exercise price
of $11.50 per Ordinary Share. The Purchasers have agreed to purchase an aggregate of 8,000,000 warrants (or 9,000,000 in the aggregate
if 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 Ordinary 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 Purchasers.


 


(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 Purchasers and the Company (the “Initial
Closing Date”), the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company,
an aggregate of 8,000,000 Private Placement Warrants at a price of $1.50 per warrant for an aggregate purchase price of $12,000,000
(the “Purchase Price”) in the amount set forth opposite such Purchaser’s name in Schedule I
hereto. Each Purchaser shall pay its portion of the Purchase Price by wire transfer of immediately available funds into the Trust
Account (as such term is defined in the Underwriting Agreement, as defined herein) at least one (1) business day prior to the date
of the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among the Company and Credit Suisse
Securities (USA) LLC and Guggenheim Securities, LLC, as representatives of the several underwriters named therein. On the Initial
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 on such date duly registered in each Purchaser’s name to
such Purchaser or effect such delivery in book-entry form.




 






    
 


     


    

 


(ii)  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 Purchasers 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 sometimes referred to herein as a “Closing
Date”), the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, up
to an aggregate of 1,000,000 additional Private Placement Warrants (the “Over-allotment Warrants”) at
a price of $1.50 per warrant for an aggregate purchase price of up to $1,500,000 (if the over-allotment option in connection with
the Public Offering is exercised in full) (the “Over-allotment Purchase Price”). Each Purchaser will
purchase a number of Over-allotment Warrants based on the percentage of Private Placement Warrants purchased by such Purchaser.
Each Purchaser shall pay its portion of the Over-allotment Purchase Price into the Trust Account by wire transfer of immediately
available funds at least one (1) business day prior to the Over-allotment Closing Date. On the Over-allotment Closing Date, subject
to the receipt of funds pursuant to the immediately prior sentence, the Company shall, at its option, deliver a certificate evidencing
the Private Placement Warrants purchased on such date duly registered in each Purchaser’s name to such 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 in connection with the Public Offering (a “Warrant Agreement”),


 


(ii) 
At the time of the closing of the Public Offering, the Company and the Purchasers 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 Purchasers relating to the Private Placement Warrants and the Ordinary Shares underlying
the Private Placement Warrants.


 


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


 


(A) 
Incorporation 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 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 as of the Closing Date.


 






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(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 Ordinary 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 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 Amended and Restated Memorandum
and Articles of Association 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 and the Amended and Restated Memorandum and Articles of Association of the Company as amended from time to time, and upon
registration in the Company’s register of members, the Ordinary 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 Ordinary 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 Purchasers will have good title to the Private Placement Warrants and the
Ordinary Shares issuable upon exercise of such Private Placement Warrants (upon registration in the Company's register of members), 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 Purchasers.


 


(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 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 of 1933, as amended (the “Securities Act”).


 






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Section 3. 
Representations and Warranties of the Purchasers. As a material inducement to the Company to enter into this Agreement
and issue and sell the Private Placement Warrants to the Purchasers, each of the Sponsor and HSM-Invest hereby, separately and
not jointly, represents and warrants to the Company (which representations and warranties shall survive each Closing Date) that:


 


(A) 
Organization and Requisite Authority. Such 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 such 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 such Purchaser of this Agreement and the fulfillment of and compliance with the terms hereof
by such Purchaser does not and shall not as of each 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 such Purchaser’s equity or assets under, (d) result in a violation of, or (e) require 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 such 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 such Purchaser is
subject, or any agreement, instrument, order, judgment or decree to which such Purchaser is subject, except for any filings required
after the date hereof under federal or state securities laws.


 


(C) 
Investment Representations.


 


(i) 
Such Purchaser is acquiring the Private Placement Warrants and, upon exercise of the Private Placement Warrants, the Ordinary
Shares issuable upon such exercise (collectively, the “Securities”), for such 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) 
Such Purchaser is an “accredited investor” as such term is defined in Rule 501(a)(3) of Regulation D, and
such Purchaser has not experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities
Act.


 


(iii) 
Such 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 such Purchaser’s compliance with, the representations and warranties of such Purchaser set
forth herein in order to determine the availability of such exemptions and the eligibility of such Purchaser to acquire such Securities.


 


(iv) 
Such 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.


 






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(v) 
Such 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 such Purchaser. Such Purchaser has been
afforded the opportunity to ask questions of the executive officers and directors of the Company. Such 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) 
Such 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 such Purchaser nor have such authorities passed upon or endorsed the merits of the offering of the Securities.


 


(vii) 
Such 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. While such
Purchaser understands that Rule 144 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, such 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 SEC reflecting its status as an entity that is not a shell company.


 


(viii) 
Such 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. Such 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. Such Purchaser can afford a complete loss of its investment in the Securities.


 


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


 






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Section 4. 
Conditions of the Purchasers’ Obligations. The obligation of each Purchaser to purchase and pay for the Private
Placement Warrants is 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. The Company shall have entered into the Warrant Agreement with a warrant agent on terms satisfactory
to the Purchasers.


 


(E) 
Registration and Shareholder Rights Agreement. The Company shall have entered
into the Registration and Shareholder Rights Agreement on terms satisfactory to the Purchasers.


 


Section 5. 
Conditions of the Company’s Obligations. The obligations of the Company to the Purchasers 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 Purchasers contained in Section 3 shall
be true and correct at and as of such Closing Date as though then made.


 


(B) 
Performance. The Purchasers 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 Purchasers 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 with a warrant agent on terms satisfactory
to the Company.


 






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Section 6. 
Termination. This Agreement may be terminated at any time after March 31, 2021 upon the election by either the
Company or any 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. 
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, other than assignments by the Purchasers 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.


 


(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:
	 	 	 	 
	 	PONTEM CORPORATION
	 	 	 	 
	 	By:	 
	 	 	Name: 	 Nina Murphy
	 	 	Title:	 Chief Financial Officer






 


	 	PURCHASERS:
	 	 	 	 
	 	PONTEM LLC
	 	 	 	 
	 	By:	 
	 	 	Name: 	Nina Murphy 
	 	 	Title:	Chief Financial Officer 
	 	 	 	 
	 	HSM-INVEST
	 	 	 	 
	 	By:	 
	 	 	Name: 	 Hubertus Muehlhaeuser 
	 	 	Title: 	 






 


[Signature Page to Private Placement
Warrants Purchase Agreement]


 




     


     


    

 


SCHEDULE I


  


	Purchasers	 	Number of

 Warrants to be

 Purchased	 	 	Purchase Price	 
	Pontem LLC	 	 	933,333	 	 	$	1,399,999.50	 
	HSM-Invest	 	 	7,066,667	 	 	$	10,600,000.50	 
	Total	 	 	8,000,000	 	 	$	12,000,000	 






 


 


[Schedule I to Private Placement Warrants
Purchase Agreement]