Exhibit 10.4


 


FORM OF PRIVATE PLACEMENT

UNITS PURCHASE AGREEMENT


 


THIS PRIVATE PLACEMENT UNITS
PURCHASE AGREEMENT, dated as of December 9, 2021 (as it may from time to time be amended, this “Agreement”), is
entered into by and between The Growth for Good Acquisition Corporation, a Cayman Islands exempted company (the “Company”),
and G4G 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 ordinary share, par value $0.0001 per share (a “Share”), one right,
each right entitling the holder thereof to receive one-sixteenth (1/16) of one Share upon the consummation of the Company’s initial
Business Combination (defined below), and one-half of one redeemable warrant, each whole warrant exercisable for one Share at an exercise
price of $11.50 per Share, as set forth in the Company’s registration statement on Form S-1, filed with the Securities and
Exchange Commission (the “SEC”), File Number 333-261369 (the “Registration Statement”), under the
Securities Act of 1933, as amended (the “Securities Act”).


 


WHEREAS, the Purchaser has agreed
to purchase an aggregate of 734,000 units (or up to 800,000 units if the underwriters’ over-allotment option in connection with
the Public Offering is exercised in full) (the “Private Placement Units”), each Private Placement Unit, including an
aggregate of 734,000 Shares (or up to 800,000 Shares if the underwriters exercise their option to purchase additional units in full) and
244,667 private placement warrants (the “Private Placement Warrants”) (or up to 244,667 Private Placement Warrants
if the underwriters exercise their option to purchase additional units in full).


 


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 Units.


 


A.       Authorization
of the Private Placement Units. The Company has duly authorized the issuance and sale of the Private Placement Units, including the
Shares and Private Placement Warrants underlying the Private Placement Units, to the Purchaser.


 


B.        Purchase
and Sale of the Private Placement Units.


 


(i)            On
the date of the closing 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, 734,000 Private Placement Units at a price of $10.00 per Private Placement Unit for an aggregate purchase price of $7,340,000
(the “Purchase Price”). The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds
to the Company 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 shall either, at its option, shall deliver a certificate evidencing the Private Placement Units purchased
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 closing of the underwriters’ 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 66,000 Private Placement Units,
in the same proportion as the amount of the underwriters’ over-allotment option that is exercised, at a price of $10.00 per Private
Placement Unit for an aggregate purchase price of up to $660,000 (if the underwriters’ 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 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 either,
at its option, deliver a certificate evidencing the Private Placement Units duly registered in the Purchaser’s name to the Purchaser,
or effect such delivery in book-entry form.


 






     


     


    

 


C.            Terms
of the Private Placement Units.


 


(i)            The
Private Placement Units are substantially identical to the units to be offered in the Public Offering except that (a) the Private
Placement Units (including the underlying Shares, Private Placement Warrants and the Shares issuable upon exercise of the Private Placement
Warrants) will not, except in limited circumstances, be transferable or salable until 30 days after the completion of the Company’s
initial business combination (the “Business Combination”) so long as they are held by the Purchaser or its permitted
transferees, and (b) the Private Placement Units 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 clause (a) 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)          Each
Private Placement Warrant included in the Private Placement Units shall have the terms set forth in a Private Warrant Agreement to be
entered into by the Company and a warrant agent, in connection with the Public Offering (the “Warrant Agreement”).


 


(iii)          At
or prior to the time of the closing of the Public Offering, 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 Units, the Private Placement Warrants and the Shares underlying the Private Placement Warrants and the
Private Placement Units.


 


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
Units, the Company hereby represents and warrants to the Purchaser (which representations and warranties shall survive each 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 Units, including the Shares and the the Private Placement
Warrants included in the Private Placement Units, have been duly authorized by the Company as of the Closing Date. 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 Warrant Agreement and this Agreement, the Private Placement Units and the Private Placement Warrants included
in the Private Placement Units will constitute valid and binding obligations of the Company, enforceable in accordance with their terms
as of the Closing Date.


 






     


     


    

 


(ii)            The
execution and delivery by the Company of this Agreement and the Private Placement Units, the issuance and sale of the Private Placement
Units, the issuance of the Private Placement Warrants and the Shares included in the Private Placement Units, 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 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 and the Warrant Agreement and the amended
and restated memorandum and articles of association of the Company, and upon registration in the Company’s register of members,
the Shares included in the Private Placement Units and the Shares issuable upon exercise of the Private Placement Warrants will be duly
and validly issued, fully paid and non-assessable. On the date of issuance of the Private Placement Units, the Shares included in the
Private Placement Units will be duly and validly issued and 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,
and upon registration in the Company’s register of members, the Purchaser will have good title to the Private Placement Units purchased
by it, the Private Placement Warrants and Shares included in the Private Placement Units 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.


 


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 actual 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.


 


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 Units 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).


 


(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 Units, the Shares, and Private Placement Warrants included in the Private Placement Units
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 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 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 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. In this regard, the Purchaser understands that 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 despite
technical compliance with the requirements of such Rule, and the Securities can be resold only through a registered offering or in reliance
upon another exemption from the registration requirements of the Securities Act.


 


(viii)       The
Purchaser has such 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.


 






     


     


    

 


(ix)        The
Purchaser understands that the Private Placement Units and the Shares included in the Private Placement Units shall bear the following
legend and appropriate “stop transfer restrictions”:


 


“THE SECURITIES REPRESENTED HEREBY
HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND NEITHER THE SECURITIES
NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL, IS
AVAILABLE.


 


THE SECURITIES REPRESENTED BY THIS CERTIFICATE
ARE SUBJECT TO LOCKUP PROVISIONS AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF DURING THE TERM OF THE
LOCKUP.”


 


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


 


Section 4.               Conditions
of the Purchaser’s Obligations. The obligations of the Purchaser to purchase and pay for the Private Placement Units 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.         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 Units 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 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.


 


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 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 on terms satisfactory to the Company.


 


Section 6.            Termination.
This Agreement may be terminated at any time after December 31, 2022 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.


 


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 affiliates thereof (including, without limitation
one or more of its partners or 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. 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 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.


 






     


     


    

 


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]


 






     


     


    

 


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


 


	 	COMPANY:
	 	 
	 	THE GROWTH FOR GOOD ACQUISITION CORPORATION
	 	 
	 	By:	 /s/ Rahul Kakar
	 	 	Name: Rahul Kakar
	 	 	Title: Chief Financial Officer and Chief Financial Officer
	 	 
	 	G4G SPONSOR LLC
	 	 
	 	By:	/s/ Rahul Kakar 
	 	 	Name: Rahul Kakar
	 	 	Title: Managing Member


 


[Signature Page to Private Placement Units
Purchase Agreement]