Exhibit
10.4


 


PRIVATE
PLACEMENT WARRANTS PURCHASE AGREEMENT


 


THIS
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, effective as of September 14, 2021 (as it may from time to time be amended, this “Agreement”),
is entered into by and between Aesther Healthcare Acquisition Corp., a Delaware corporation (the “Company”) and Aesther
Healthcare Acquisition Sponsors 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 Class A common stock of the Company, 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; and


 


The
Purchaser has agreed to purchase an aggregate of 5,261,000 warrants (or 5,711,000 warrants if the over-allotment option in connection
with the Public Offering is exercised in full) at a price of $1.00 per warrant (the “Private Placement Warrants”),
each Private Placement Warrant entitling the holder to purchase one Share at an exercise price of $11.50 per Share.


 


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


 


AGREEMENT


 


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


 


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


 


B. Purchase
and Sale of the Private Placement Warrants.


 


(i)
Simultaneously with 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 5,261,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate
purchase price of $5,261,000 (the “Purchase Price”). Purchaser shall pay the Purchase Price by wire transfer of immediately
available funds to the trust account (the “Trust Account”) maintained by Continental Stock Transfer & Trust
Company, acting as trustee (“Continental”), 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 Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, at its option, shall deliver a certificate
evidencing the Private Placement Warrants purchased 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 Initial 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.


 




    	1



     


    

 


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 Continental
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.


 


(ii)
On or prior to the Effective 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.


 


(iii)
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 Closing Date) that:


 


D. Incorporation
and Corporate Power. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the
State of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be
expected to have a material adverse effect on the financial condition, operating results or assets of the Company. The Company
possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement and the
Warrant Agreement.


 


E. Authorization;
No Breach.


 


(i)
The execution, delivery and performance of this Agreement and the Warrant Agreement 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, 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.


 


(ii)
The execution and delivery by the Company of this Agreement and the Warrant Agreement, 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 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 amended and restated certificate of incorporation 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.


 




    	2



     


    

 


F. Title
to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, the Warrant Agreement, the 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 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 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.


 


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


 




    	3



     


    

 


(iii)
The Purchaser understands that the Securities are being offered and will be sold to it in reliance on specific exemptions from the registration
requirements of the United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and
the Purchaser’s compliance with, the representations and warranties of the Purchaser set forth herein in order to determine the
availability of such exemptions and the eligibility of the Purchaser to acquire such Securities.


 


(iv)
The Purchaser did not decide to enter into this Agreement as a result of any general solicitation or general advertising within the meaning
of Rule 502(c) under the Securities Act.


 


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


 


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


 


(vii)
The Purchaser understands that: (a) the Securities have not been and are not being registered under the Securities Act or any state
securities laws, and may not be offered for sale, sold, assigned or transferred unless (1) subsequently registered thereunder or
(2) sold in reliance on an exemption therefrom; and (b) except as specifically set forth in the Registration Rights Agreement,
neither the Company nor any other person is under any obligation to register the Securities under the Securities Act or any state securities
laws or to comply with the terms and conditions of any exemption thereunder. 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 until the one-year
anniversary following consummation of an initial business combination despite technical compliance with the requirements of such Rule.


 


(viii)
The 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. The Purchaser has adequate means of providing for its current financial needs and contingencies and will have
no current or anticipated future needs for liquidity which would be jeopardized by the investment in the Securities. The Purchaser can
afford a complete loss of its investment in the Securities.


 


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


 


Section
3. 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.


 




    	4



     


    

 


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.


 


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


 


D. Warrant
Agreement. The Company shall have entered into the Warrant Agreement.


 


Section
5. Termination. This Agreement may be terminated at any time after September, 30 2021 upon the election by either the
Company or the Purchaser solely as to itself upon written notice to the other party if the closing of the Public Offering does not
occur prior to such date.


 


Section
6. Survival of Representations and Warranties. All of the representations and warranties contained herein shall survive the
Closing Date.


 


Section
7. Definitions. Terms used but not otherwise defined in this Agreement shall have the meaning assigned to such terms in the
Registration Statement.


 


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
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. Signatures to this Agreement
transmitted via facsimile or e-mail shall be valid and effective to bind the party so signing (including any electronic signature
covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or
other applicable law, e.g., www.docusign.com).


 


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


 


E. Governing
Law. This Agreement shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be
construed in accordance with the internal laws of the State of New York, without regard to the conflicts of laws principles
thereof.


 


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


 


[Signature
page follows]


 




    	5



     


    

 


IN
WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective as of the date first set forth above.


 





	 	COMPANY:
	 	 
	 	Aesther Healthcare
    Acquisition Corp.
	 	 
	 	By:	/s/
    Howard A. Doss
	 	Name: 	Howard A. Doss
	 	Title: 	Chief Financial Officer
	 	 	 
	 	PURCHASER:
	 	 
	 	Aesther Healthcare
    Sponsor, LLC
	 	 	 
	 	By:	/s/
    Suren Ajjarapu
	 	Name:	Suren Ajjarapu
	 	Title:	Authorized
Signatory


 




    	6



     


    

 


EXHIBIT
A


 


Warrant
Agreement


 




    	7



     


    

 


EXHIBIT
B


 


Registration
Rights Agreement


 




    	8