Exhibit 10.4



 


 


EXECUTION VERSION


 


PRIVATE PLACEMENT SHARES
PURCHASE AGREEMENT


 


THIS PRIVATE PLACEMENT SHARES AGREEMENT, dated as of
July 7, 2021 (this “Agreement”), is entered into by and between AltC Acquisition Corp., a Delaware
corporation (the “Company”), and AltC Sponsor LLC, a Delaware limited liability company (the
 “Purchaser”).


 


WHEREAS, the Company
intends to consummate an initial public offering (the “Public Offering”), of the Company’s Class A common stock,
par value $0.0001 per share (each, a “Share”), as set forth in the Company’s registration statement on Form S-1
related to the Public Offering (the “Registration Statement”); and


 


WHEREAS, the Purchaser
now wishes to purchase an aggregate of 1,350,000 Shares (or 1,450,000 Shares if the underwriters’ over- allotment option 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)                
As payment in full for the 1,350,000 Private Placement Shares being purchased under this Agreement, the Purchaser shall pay $13,500,000
(the “Purchase Price”), by wire transfer of immediately available funds in accordance with the Company’s wiring
instructions, at least one (1) business day prior to the effective date of the Registration Statement, or on such other date as the Company
and the Purchaser may agree.


 


(ii)              
In the event that the underwriters’ over-allotment option is exercised in full, the Purchaser shall purchase up to an additional
100,000 Private Placement Shares (the “Additional Private Placement Shares”), in the same proportion as the amount
of the over-allotment option that is exercised, and simultaneously with such purchase of Additional Private Placement Shares, as payment
in full for the Additional Private Placement Shares being purchased hereunder, and at least one (1) business day prior to the closing
of all or any portion of the over-allotment option, or on such other date as the Company and the Purchaser may agree, the Purchaser shall
pay $10.00 per Additional Private Placement Share, up to an aggregate amount of $1,000,000, by wire transfer of immediately available
funds in accordance with the Company’s wiring instructions.


 




    	 		 



     


    


 


 


(iii)            
The closing of the purchase and sale of the Private Placement Shares shall take place simultaneously with the closing of the Public
Offering (the “Initial Closing Date”). The closing of the purchase and sale of the Additional Private Placement
Shares, if applicable, shall take place simultaneously with the closing of all or any portion of the over-allotment option (such closing
date, together with the Initial Closing Date, the “Closing Dates” and each, a “Closing Date”).
The closing of the purchase and sale of each of the Private Placement Shares and the Additional Private Placement Shares shall take place
at the offices of Weil, Gotshal & Manges LLP, 767 Fifth Avenue, New York, New York, 10153, or such other place as may be agreed upon
by the parties hereto.


 


		C.	Terms of the Private Placement Shares.



 


(i)                
The Private Placement Shares are substantially identical to the Shares to be offered in the Public Offering except: (a) as provided
in that letter agreement, dated as of the date hereof (the “Letter Agreement”), by and among the Company, the Purchaser and
each of the Company’s officers, directors and director nominees, and (b) the Private Placement Shares are being purchased pursuant
to an exemption from the registration requirements of the Securities Act and will become freely tradable only after the expiration of
the lockup described above in the Letter Agreement and they are registered pursuant to the Registration Rights Agreement (as defined below)
or an exemption from registration is available, and the restrictions described above in clause (a) have expired.


 


(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 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 Dates)
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.


 


		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 Dates. This Agreement constitutes a 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 this Agreement, the Private Placement Shares will constitute
valid and binding obligations of the Company, enforceable in accordance with their terms as of the Closing Dates.


 




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(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 Dates (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 or other action by or notice or declaration
to, or filing with, 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, 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, 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.


 


E.   
Regulation D Qualification. Neither the Company nor, to its knowledge, any of its affiliates, officers, directors or beneficial
stockholders 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”).


 


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
the Closing Dates) 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 the Closing Dates 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 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 under 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 Private Placement Shares 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 Private Placement Shares.


 


(iv)   
The Purchaser did not 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 Private Placement Shares 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 Private Placement Shares 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 Private Placement Shares.


 


(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 Private Placement Shares or the fairness or suitability of the investment in the Private
Placement Shares by the Purchaser nor have such authorities passed upon or endorsed the merits of the offering of the Private Placement
Shares.


 


(vii)  
The Purchaser understands that: (a) the Private Placement Shares 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 Private Placement Shares under the Securities Act or any state
securities laws or to comply with the terms and conditions of any exemption thereunder.


 


 






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(viii)  
The Purchaser has such knowledge and experience in financial and business matters, knowledge 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 Private Placement Shares and is able to bear the economic risk of an investment in the Private Placement
Shares 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 Private Placement Shares. The Purchaser can afford a complete loss of its investments in the Private Placement Shares.


 


Section 4. Conditions of the Purchaser’s
Obligations. The obligations of the Purchaser to purchase and pay for the Private Placement Shares are subject to the fulfillment,
on or before the Closing Dates, 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 the Closing Dates 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 the Closing Dates.


 


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.   
Registration Rights Agreement. The Company shall have entered into a Registration Rights Agreement 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 the
Closing Dates, 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 the Closing Dates 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 the Closing Dates.


 


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.


 






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Section 6. Termination. This
Agreement may be terminated at any time after July 31, 2021 upon the election by either the Company or the Purchaser upon written notice
to the other parties 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 the Closing Dates.


 


Section 8. Definitions. Terms
used but not otherwise defined in this Agreement shall have the meaning assigned to such terms in the Registration Statement.


 


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.


 


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 and the rights and obligations of the parties hereunder shall be construed in accordance with
and governed by the laws of New York applicable to contracts wholly performed within the borders of such state, without giving effect
to the conflict of law principles thereof. The parties hereto irrevocably submit to the exclusive jurisdiction of any federal court sitting
in the Southern District of New York or any state court located in New York County, State of New York, over any suit, action or proceeding
arising out of or relating to this Agreement. To the fullest extent they may effectively do so under applicable law, the parties hereto
irrevocably waive and agree not to assert, by way of motion, as a defense or otherwise, any claim that they are not subject to the jurisdiction
of any such court, any objection that they may now or hereafter have to the laying of the venue of any such suit, action or proceeding
brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient
forum.


 




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F.      
Amendments. This letter 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:


 





 


	 	ALTC ACQUISITION CORP. 
	 	 
	 	By: 	/s/ Jay Taragin
	 	 	Name: Jay Taragin
Title: Chief Financial Officer



 








 


		ALTC SPONSOR LLC
	 	 
	 	By: 	/s/ Jay Taragin
	 	 	Name: Jay Taragin
Title: Authorized Person




 


 


 


[Signature Page to Private Placement Shares Purchase Agreement]