EX-10.4





 Exhibit 10.4 

PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT 

THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of November 16, 2020 (as amended, supplemented or otherwise modified from
time to time, and including all exhibits referenced herein, this “Agreement”), is entered into by and among Zanite Acquisition Corp., a Delaware corporation (the “Company”), and Zanite Sponsor 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-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 8,750,000
warrants (or 9,650,000 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. 
 WHEREAS, the Sponsor also has an option to purchase up to 4,000,000 Private
Placement Warrants (or 4,600,000 Private Placement Warrants if the over-allotment option in connection with the Public Offering is exercised in full) (the “Option Warrants”) as described in Section 1.B.(ii) hereof. 

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, an aggregate of 8,750,000 Private Placement Warrants at a price of $1.00
per warrant for an aggregate purchase price of $8,750,000 (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 date of effectiveness of the registration statement on Form S-1 (File No. 333-249618) filed in connection with the Public Offering. On
the Initial 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 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 900,000 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 $900,000 (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. On the Over-Allotment Closing Date, upon the payment by the Purchaser of the Over-Allotment Purchase Price payable by
them 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 
 (ii) Upon not less than five days’
notice to the Company, at the option of the Purchaser, on the dates that are six and 12 months, respectively, from the Initial Closing Date (each such date, an “Option Closing Date” and each Over-allotment Closing Date and Option
Closing Date, together with the Initial Closing Date, a “Closing Date”) the Company shall issue and sell to the Purchaser, its affiliates or designees (the “Option Purchaser”), and the Option Purchaser shall
purchase from the Company, an additional 2,000,000, or up to 2,300,000 if the over-allotment option in connection with the Public Offering is exercised in full (such number of warrants, pro rata to the extent to which the over-allotment option in
connection with the Public Offering is exercised), Option Warrants at a price of $1.00 per Option Warrant for an aggregate purchase price of $2,000,000, or up to $2,300,000 if the over-allotment option in connection with the Public Offering is
exercised in full (such purchase price, pro rata to the extent to which the over-allotment option in connection with the Public Offering is exercised, and in any event $0.10 per Share sold in the Public Offering) (the “Option Purchase
Price”). The Option Purchaser shall pay the Option Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Trust Account at least one (1) business day prior to such
Option Closing Date. On the Option Closing Date, following the payment by the Option Purchaser of the Option Purchase Price by wire transfer of immediately available funds to the Trust Account, at JP Morgan Chase Bank, N.A. (or at another U.S.
chartered commercial bank with consolidated assets of $100 billion or more), maintained by Continental Stock Transfer & Trust Company, acting as trustee, in accordance with the Company’s wiring instructions to be provided
separately in advance of the Option Closing Date, the Company at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Option Purchaser on such date duly registered in the Option Purchaser’s name or
names to the Option Purchaser, or effect such delivery in book-entry form. 
 (iii) Notwithstanding
Section 1.B.(ii) hereof, the Option Purchaser shall have the option to purchase, and the Company shall issue and sell to the Purchaser, one or both halves of the up to 4,000,000 (or up to 4,600,000 pro rata to the extent to
which the over-allotment option in connection with the Public Offering is exercised) Option Warrants described in Section 1.B.(ii) at the Option Purchase Price at any time following the Initial Closing Date and prior to the
Company’s consummation of its initial business combination. 
 A. 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 shall grant certain registration rights to the
Purchaser relating to the Private Placement Warrants and the Shares underlying the Private Placement Warrants. 

  
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 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 a corporation duly organized, 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. 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
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, each 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 either 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. 

  
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 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, severally and not jointly, 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. 

For the purposes of this Section 3.C. the term “Purchaser” includes an Option Purchaser, to the extent
applicable on any Option Closing Date. 
 (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
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. 

  
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 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, or the Option Purchaser, as the case may be, contained in Section 3 shall be true and correct at and as of such Closing Date as though then made. 

B. Performance. The Purchaser, or the Option Purchaser, as the case may be, 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, or the Option Purchaser, as the case may be, 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, 2020 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 the Company plans to file with the U.S. Securities and Exchange Commission 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) or such other designee to act as the Option Purchaser
as may be agreed by the Purchaser and the Company. 
 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. 

  
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 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. 
 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:
	
	 ZANITE ACQUISITION CORP. ,
 a
Delaware corporation

		
	By:	 	 /s/ Steven H. Rosen

		 	Name: Steven H. Rosen
		 	Title: Co-Chief Executive Officer
	
	PURCHASER:
	
	 ZANITE SPONSOR LLC ,
 a
Delaware limited liability company

		
	By:	 	 /s/ Steven H. Rosen

		 	Name: Steven H. Rosen
		 	Title: Manager


 [Signature Page to Private Placement Warrants Purchase Agreement]