Exhibit 10.4


 


EXECUTION VERSION


 


PRIVATE PLACEMENT CLASS A ORDINARY SHARES
PURCHASE AGREEMENT


 


THIS PRIVATE PLACEMENT
CLASS A ORDINARY SHARES PURCHASE AGREEMENT, dated as of October 19, 2020 (as it may from time to time be amended, this “Agreement”),
is entered into by and between Helix Acquisition Corp., a Cayman Islands exempted company (the “Company”),
and Helix Holdings LLC, a Cayman Islands limited liability company (the “Purchaser”).


 


WHEREAS, the Company
intends to consummate an initial public offering (the “Public Offering”) of shares of the Company’s
Class A Ordinary Shares, par value $0.0001 per share (the “Shares”). The Purchaser has agreed to purchase
an aggregate of 400,000 Shares (or 430,000 in the aggregate if the over-allotment option in connection with the Public Offering
is exercised in full) (the “Private Placement Shares”).


 


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 Shares.


 


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


 


B. Purchase
and Sale of the Private Placement Shares.


 


(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 400,000 Private Placement Shares at a price of $10.00 per share
for an aggregate purchase price of $4,000,000 (the “Purchase Price”), which shall be paid by wire transfer
of immediately available funds to the Company at least one business day prior to the Initial Closing Date in accordance with the
Company’s wiring instructions. 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 Shares 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) 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 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 aggregate of 30,000 additional Private Placement Shares at a price of $10.00 per share for an aggregate
purchase price of up to $300,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the
“Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment Purchase Price by wire transfer
of immediately available funds to the Company at least one business day prior to the Over-Allotment Closing Date 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, the Company shall, at its option, deliver a certificate evidencing the Private Placement Shares 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 Shares.


 


(i) The
Private Placement Shares shall be subject to a letter agreement, dated as of the date hereof, by and among the Purchaser, the Company
and certain of the Company’s directors and officers (a “Letter Agreement”).


 



     

     


    




 


(ii) At
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 will grant certain registration rights to the Purchaser relating
to the Private Placement Shares.


 


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 Shares, the Company hereby represents and warrants to the Purchaser (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 Letter Agreement.


 


B. Authorization;
No Breach.


 


(i) The
execution, delivery and performance of this Agreement and the Private Placement Shares 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.


 


(ii) The
execution and delivery by the Company of this Agreement and the Private Placement Shares, the issuance and sale of the Private
Placement Shares 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 Private Placement Shares will
be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms
hereof, and upon registration in the Company’s register of members, the Purchaser will have good title to the Private Placement
Shares, free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions hereunder and
under the other agreements contemplated hereby, (ii) transfer restrictions under federal and state securities laws, and (iii) liens,
claims or encumbrances imposed due to the actions of the Purchaser.


 


D. Governmental
Consents. No permit, consent, approval or authorization of, or declaration to or filing with, any governmental authority is
required in connection with the execution, delivery and performance by the Company of this Agreement or the consummation by the
Company of any other transactions contemplated hereby.


  


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 Shares 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) 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).


 






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(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.


 


C. Investment
Representations.


 


(i) The
Purchaser is acquiring the Private Placement Shares (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”).


 


(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) of Regulation D under the Securities Act.


 


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


 


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


 


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


 






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(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.


 


Section 4. Conditions
of the Purchaser’s Obligations. The obligation of the Purchaser to purchase and pay for the Private Placement Shares
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 hereof 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 Letter Agreement.


 


D. Letter
Agreement and Registration Rights Agreement. The Company shall have entered into the Letter Agreement and the Registration
Rights Agreement, each on terms satisfactory to the Purchaser.


 


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 hereof 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 Letter Agreement and the issuance and sale of the Private Placement Shares 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 Letter Agreement.


 


E. Letter
Agreement. The Company shall have entered into the Letter 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.


 






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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 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,
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.


 


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:
	 	 
	 	HELIX ACQUISITION CORP., a Cayman Islands exempted company
	 	 
	 	By:	/s/ Bihua Chen
	 	 	Name: Bihua Chen
	 	 	Title: Chief Executive Officer
	 	 	 
	 	PURCHASER:


 


	 	HELIX HOLDINGS LLC, a Cayman Islands limited liability company
	 	 	 
	 	By: 	/s/ Bihua Chen
	 	 	Name: Bihua Chen
	 	 	Title: Managing Member


 


[Signature Page to Private Placement
Ordinary Class A Shares Purchase Agreement]


 


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