EX-10.4





 Exhibit 10.4 

PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT 

THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of December 14, 2021 (as it may from time to time be amended, this
“Agreement”), is entered into by and among Battery Future Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Battery Future Sponsor LLC, a Delaware limited liability company (the “Sponsor”) and
Cantor Fitzgerald & Co. (“Cantor” and together with the Sponsor, the “Purchasers”). 
 WHEREAS, the Company
intends to consummate an initial public offering of the Company’s units (the “Public Offering”), each unit consisting of one Class A Ordinary Share, par value $0.0001 per share, of the Company (an “Ordinary Share”), and
one-half of one redeemable warrant. Each whole warrant entitles the holder to purchase one Ordinary Share at an exercise price of $11.50 per Ordinary Share. 

WHEREAS, the Purchasers have agreed to purchase an aggregate of 10,500,000 warrants (or up to 12,205,000 in the aggregate to the extent the
over-allotment option in connection with the Public Offering (the “Over-allotment Option”) is exercised) (the “Private Placement Warrants”) for an aggregate purchase price of $7,000,000 (or up to $8,610,000 in the aggregate to
the extent the Over-allotment Option is exercised), with each Private Placement Warrant entitling the holder thereof to purchase one Ordinary 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 to be legally 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 Purchasers. 
 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 Purchasers and the
Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, an aggregate of 10,500,000 Private Placement Warrants, with each Purchaser contributing the
amount set forth next to such Purchaser’s name on Schedule 1 hereto, which shall be paid by wire transfer of immediately available funds to the Company at least one (1) 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 Purchasers of the consideration for the purchase of Private Placement Warrants, the Company, at its option, shall deliver to each Purchaser a certificate
evidencing the Private Placement Warrants purchased by such Purchaser on such date duly registered in the Purchaser’s name, or effect such delivery in book-entry form.

(ii) On the date of the consummation of the closing of the Over-allotment Option or on such earlier time and date as may be mutually agreed by
the Purchasers 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 Purchasers, and the Purchasers shall collectively purchase from the Company, up to an aggregate of 1,705,000 additional Private Placement Warrants for an aggregate purchase price of up to $1,160,000 (to the extent the
Over-allotment Option is exercised) (the “Over-allotment Purchase Price”). The Purchasers shall collectively pay the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company at least one
(1) 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 Purchasers of the Over-allotment Purchase Price, the Company shall,
at its option, deliver to each of the Purchasers a certificate evidencing the Private Placement Warrants purchased by each respective Purchaser on such date duly registered in their respective names, or effect such delivery in book-entry form. 












 C. Terms of the Private Placement Warrants. 

(i) The Private Placement Warrants are substantially identical to the warrants included in the units to be offered in the Public Offering
except that (a) the Private Placement Warrants (including the Ordinary 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 so long as they are held by the Purchasers or their permitted transferees, (b) the Private Placement Warrants will expire on the fifth anniversary of the commencement of sales in the Public
Offering, (c) the Private Placement Warrants are being purchased pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended (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 and (d) each Private Placement Warrant shall have the 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 the time of the closing of the Public Offering, the Company and the Purchasers shall enter into a registration rights agreement
(the “Registration Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchasers relating to the Private Placement Warrants and the Ordinary Shares underlying the Private Placement Warrants. 

(iii) Solely with respect to Cantor, the Private Placement Warrants and their underlying Ordinary Shares and the related registration rights
will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore, pursuant to Rule 5110(e) of the FINRA Manual, be subject to a lock-up for a period of 180 days
immediately following the date of effectiveness or commencement of sales in the Public Offering, subject to certain limited exceptions to permitted transferees hereunder and in accordance with FINRA Rule 5110(e)(2). Additionally, the Private
Placement Warrants and their underlying Ordinary Shares and the related registration rights may not be sold, transferred, assigned, pledged or hypothecated during the foregoing 180 day period following the commencement of sales in the Public
Offering except to any underwriter or selected dealer participating in the Public Offering and the bona fide officers partners or affiliates of Cantor and any such participating underwriter or selected dealer. Additionally, the Private Placement
Warrants and their underlying Ordinary Shares and the related registration rights will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of such securities by any person
for a period of 180 days immediately following the date of effectiveness or commencement of sales in the Public Offering. Additionally, the Private Placement Warrants held by Cantor may not be exercised more than five years from the commencement of
sales of the IPO in compliance with FINRA Rule 5110(g)(8)(A). 
 (iv) The obligation of Cantor to purchase and pay for the Private Placement
Warrants as provided herein shall be subject to the satisfaction of the conditions set forth in Section 4 of the Underwriting Agreement, dated the date hereof, by and between the Company and Cantor, as representative of the underwriters named
therein. 
 Section 2. Representations and Warranties of the Company. As a material inducement to the
Purchasers to enter into this Agreement and purchase the Private Placement Warrants, the Company hereby represents and warrants to each of the Purchasers (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 Warrant Agreement. 

B. Authorization; No Breach. 

(i) The execution, delivery and performance of this Agreement and the Private Placement Warrants 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. 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 as of the Closing Date. 

  
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 (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 Ordinary 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 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 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 upon
registration in the Company’s register of members, the Ordinary Shares issuable upon exercise of the Private Placement Warrants will be duly and validly issued, fully paid and nonassessable. 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, each Purchaser will have good title to such Purchaser’s Private Placement Warrants and the Ordinary 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 such 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, 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 Purchasers. As a material
inducement to the Company to enter into this Agreement and issue and sell the Private Placement Warrants to the Purchasers, each 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 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 Warrants and, upon exercise of the Private Placement Warrants, the Ordinary 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. 

  
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 (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. 

(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.

 (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 Purchasers’ Obligations. The obligation of the Purchasers to purchase
and pay for the Private Placement Warrants 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 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. 

  
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 D. Warrant Agreement. The Company shall have entered into the Warrant Agreement with
a warrant agent on terms satisfactory to the Purchasers. 
 Section 5. Conditions of the Company’s
Obligations. The obligations of the Company to the Purchasers 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 Purchasers contained in Section 3 shall be true and
correct at and as of such Closing Date as though then made. 
 B. Performance. The Purchasers 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 Purchasers 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 with a warrant agent on terms satisfactory to the Company. 
 Section 6.
Termination. This Agreement may be terminated at any time after June 30, 2022 upon the election by either the Company or any of the Purchasers upon written notice to the other parties hereto 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 has filed 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 hereto may not
assign this Agreement, other than assignments by any of the Purchasers to affiliates thereof (including, without limitation one or more of such Purchaser’s 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. 

  
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 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:
	
	BATTERY FUTURE ACQUISITION CORP.
		
	By:	 	 /s/ Kristopher Salinger

		 	Name: Kristopher Salinger
		 	Title: Chief Financial Officer
	
	PURCHASERS:
	
	BATTERY FUTURE SPONSOR LLC
	
	By: Battery Future Manager LLC, its Manager
		
	By:	 	 /s/ Kristopher Salinger

		 	Name: Kristopher Salinger
		 	Title: Sole Member
	
	CANTOR FITZGERALD & CO.
		
	By:	 	 /s/ Sage Kelly

		 	Name: Sage Kelly
		 	Title: Managing Director


 [Signature Page to Private Placement Warrants Purchase Agreement] 












 Schedule 1 

 

							
	 Purchaser
	  	 Private Placement Warrants
	 	 	  	 Total Purchase Price

	 Battery Future Sponsor LLC
	  	8,100,000 (or up to 9,445,000 to the extent the Over-allotment Option is exercised in full)	 		  	$4,600,000 (or up to $5,850,000 to the extent the Over-allotment Option is exercised in full)
	 Cantor Fitzgerald & Co.
	  	2,400,000 (or up to 2,760,000 to the extent the Over-allotment Option is exercised in full)	 		  	$2,400,000 (or up to $2,760,000 to the extent the Over-allotment Option is exercised in full)