Exhibit 10.7


 


OTM
WARRANTS PURCHASE AGREEMENT


 


THIS
OTM WARRANTS PURCHASE AGREEMENT, dated as of April 8, 2021 (as it may from time to time be amended and including all exhibits
referenced herein, this “Agreement”), is entered into by and among Aldel Financial Inc., a Delaware corporation
(the “Company”), and Aldel Investors LLC, a Delaware limited liability company, and FG SPAC Partners LP, a
Delaware limited partnership (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 share of the Company’s Class A common stock, par value $0.0001 per share (each, a “Share”),
and one-half of one redeemable warrant (each whole warrant, a “Public Warrant”). Each whole Public Warrant
entitles the holder to purchase one Share at an exercise price of $11.50 per Share. The Purchasers agreed to each purchase 650,000
private placement warrants (the “OTM Warrants”), each OTM Warrant entitling the holder to purchase one Share
at an exercise price of $15.00 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 OTM Warrants.


 


A.         Authorization of the OTM Warrants. The Company has duly authorized the issuance and sale of the OTM Warrants to the Purchasers.


 


B.          Purchase and Sale of the OTM Warrants.


 


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 “Closing Date”), the Company shall issue and sell to each Purchaser, and each Purchaser
shall purchase from the Company, an aggregate of 650,000 OTM Warrants at a price of $0.10 per warrant for an aggregate purchase
price of $65,000 (the “Purchase Price”) per Purchaser, which shall be paid by wire transfer of immediately
available funds to the Company in accordance with the Company’s wiring instructions at least one business day prior to the
date of effectiveness of the registration statement on Form S-1 (File No. 333-253166) filed in connection with the Public Offering.
On the Closing Date, the Company shall either, at its option, deliver to the Purchasers on such date certificates evidencing the
OTM Warrants purchased by the Purchasers and duly registered in each Purchaser’s name, or effect such delivery in book-entry
form.


 


C.          Terms of the OTM Warrants.


 


(i)            The OTM Warrants shall have their 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 or prior to the time of the Closing Date, 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 OTM Warrants and the Shares underlying the OTM Warrants.


 


Section
2.          Representations and Warranties of the Company. As a material inducement to the Purchasers to enter into this Agreement
and purchase the OTM Warrants, the Company hereby represents and warrants to the Purchasers (which representations and warranties
shall survive the Closing Date) 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 and
the Warrant Agreement.




     


     


    



B.         Authorization; No Breach.


 


(i)            The execution, delivery and performance of this Agreement and the OTM Warrants have been duly authorized and approved 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 each issuance of OTM Warrants in accordance with, and payment pursuant to, the terms of the Warrant Agreement
and this Agreement, the OTM 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 OTM Warrants, the issuance and sale of the OTM Warrants, the
issuance of the Shares upon exercise of the OTM 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 capital stock or assets under, (d) result in a violation of, or (e) require any authorization, consent,
approval, exemption, action, notice, declaration or filing, in each case, by or to 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 and the Warrant Agreement,
the OTM Warrants will be duly and validly issued and the Shares issuable upon exercise of the OTM Warrants will be duly and validly
issued, fully paid and nonassessable. On the date of issuance of the OTM Warrants, the Shares issuable upon exercise of the OTM
Warrants shall have been reserved for issuance. Upon issuance in accordance with, and payment pursuant to, the terms hereof and
the Warrant Agreement, each Purchasers will have good title to the OTM Warrants and the Shares issuable upon exercise of such
OTM 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 either Purchasers.


 


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 Purchasers. As a material inducement to the Company to enter into this Agreement
and issue and sell the OTM Warrants to the Purchasers, the Purchasers hereby, severally and not jointly, represent and warrant
to the Company (which representations and warranties shall survive the Closing Date) that:


 


A.         Organization and Requisite Authority. Each 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 each 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 each Purchaser of this Agreement and the fulfillment of and compliance with the terms hereof by
such Purchaser does not and shall not as of the Closing Date conflict with or result in a breach by such Purchaser of the terms,
conditions or provisions of any agreement, instrument, order, judgment
or decree to which such Purchaser is subject that would materially impact its ability to perform its obligations hereunder.






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C.         Investment Representations.


 


(i)            Each Purchaser is acquiring the OTM Warrants and, upon exercise of the OTM 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)           Each Purchaser is an “accredited investor” as such term is defined in Rules 501(a)(3) of Regulation D of the Securities
Act of 1933, as amended (the “Securities Act”), and such Purchaser has not experienced a disqualifying event
as enumerated pursuant to Rule 506(d) of Regulation D under the Securities Act.


 


(iii)          Each 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 such Purchaser’s compliance with, the representations and warranties of such Purchaser set forth
herein in order to determine the availability of such exemptions and the eligibility of such Purchaser to acquire such Securities.


 


(iv)          Each 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)           Each 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 such Purchaser. Each Purchaser been afforded the
opportunity to ask questions of the executive officers and directors of the Company. Each 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)          Each 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 Purchasers nor have such authorities passed upon or endorsed the merits of the offering of the Securities.


 


(vii)         Each
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 each Purchaser understands that
Rule 144 under the Securities Act 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, such 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 SEC reflecting its status as an entity that is not a shell company.


 


(viii)        Each Purchaser has 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. Each 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. Each Purchaser can afford
a complete loss of its investment in the Securities.






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Section
4.           Conditions of the Purchasers’ Obligations. The obligations of the Purchasers to purchase and pay for the OTM 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.


 


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 and the
Registration Rights Agreement, each on terms satisfactory to the Purchasers.


 


E.          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 OTM Warrants hereunder.


 


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 the 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.         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 OTM Warrants 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. 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 June 30, 2021 upon the election by either the Company
or the Purchasers 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
the 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 plans to file 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 may not assign this
Agreement without the prior written consent of the other party hereto, other than assignments by the Purchasers to their affiliates
(including, without limitation, one or more of their members or partners).


 


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 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 giving effect to its conflict
of laws rules.


 


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:
	 	 
	 	ALDEL FINANCIAL INC., 

a Delaware corporation
	 	 	 
	 	By:	/s/ Robert I. Kauffman
	 	Name: Robert I. Kauffman
	 	Title: Chief Executive Officer
	 	 	 
	 	PURCHASERS:
	 	 
	 	ALDEL INVESTORS LLC, a Delaware limited liability company
	 	 	 
	 	By:	/s/ Robert I. Kauffman
	 	Name: Robert I. Kauffman
	 	Title: Manager
	 	 	 
	 	FG SPAC PARTNERS LP, a Delaware limited partnership
	 	 
	 	By:	/s/ Larry G. Swets, Jr.
	 	Name: Larry G. Swets, Jr.
	 	Title: CEO of Manager



 


[Signature
Page to OTM Warrants Purchase Agreement]