Exhibit 10.4


 


PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT



 


THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of            , 2021
(as it may from time to time be amended, this “Agreement”), is entered into by and between Sieger Healthcare Acquisition
Corp, a Cayman Islands exempted company (the “Company”), and Sieger Healthcare LLC, a Cayman Island 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 Class A ordinary share, of par
value $0.0001 per share, of the Company (a “Share”), and one-third 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 related
to the Public Offering (the “Registration Statement”); and


 


WHEREAS, the Purchaser has agreed to purchase from the Company an aggregate
of 2,833,333 warrants (or up to 2,983,333 warrants depending on the extent to which the underwriters’ over-allotment option in connection
with the Public Offering is exercised) (the “Sponsor Warrants”), each Sponsor Warrant entitling the holder to purchase
one 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 legally to be bound, agree as follows:


 


AGREEMENT 


 


Section 1. Authorization, Purchase and Sale; Terms of the Sponsor
Warrants. 


 


A. Authorization of the Sponsor Warrants. The Company has duly
authorized the issuance and sale of the Sponsor Warrants to the Purchaser.


 


B. Purchase and Sale of the Sponsor Warrants.


 


(i) As payment in full for 2,833,333 Sponsor Warrants being purchased
under this Agreement, Purchaser shall pay $4,250,000 (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 initial closing of the
Public Offering, or at such earlier date as the Company and the Purchaser may agree.


 


(ii) In the event that the underwriters’ over-allotment option
is exercised in full or in part, Purchaser shall purchase up to an additional 150,000 Sponsor Warrants (the “Additional Sponsor
Warrants”), in the same proportion as the amount of the over-allotment option that is exercised, simultaneously with such purchase
of Additional Sponsor Warrants. As payment in full for the Additional Sponsor Warrants then being purchased hereunder, at least one (1) business
day prior to the applicable closing of all or any portion of the over-allotment option, or on such earlier date as the Company and the
Purchaser may agree, the Purchaser shall pay $1.50 per Additional Sponsor Warrant, up to an aggregate amount of $225,000, 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 2,833,333
Sponsor Warrants shall take place simultaneously with the initial closing of the Public Offering (the “Initial Closing
Date”). The closing of the purchase and sale of the Additional Sponsor Warrants, if applicable, shall take place
simultaneously with the applicable 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 2,833,333 Sponsor Warrants and the Additional Sponsor Warrants shall take place at the offices of
Cleary Gottlieb Steen & Hamilton (Hong Kong), 37 Floor, Hysan Place, 500 Hennessy Road, Hong Kong, or such other place as
may be agreed upon by the parties hereto.


 






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C. Terms of the Sponsor Warrants.


 


(i) The Sponsor 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 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 Sponsor Warrants and the Shares underlying the
Sponsor Warrants.


 


Section 2. Representations and Warranties of the Company. As
a material inducement to the Purchaser to enter into this Agreement and purchase the Sponsor Warrants, 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 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
Sponsor Warrants 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
Warrant Agreement and this Agreement, the Sponsor Warrants will constitute valid and binding obligations of the Company, enforceable in
accordance with their terms as of the Closing Dates.


 


(ii) The execution and delivery by the Company of this Agreement and
the Sponsor Warrants, the issuance and sale of the Sponsor Warrants, the issuance of the Shares upon exercise of the Sponsor 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
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 amended 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, and registration in the register of members of the Company, the terms hereof and the Warrant Agreement, the Shares
issuable upon exercise of the Sponsor 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, the Purchaser will have good title to the Sponsor Warrants
and the Shares issuable upon exercise of such Sponsor 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.


 






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E. No Disqualifying Event. 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 Sponsor Warrants 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).


 


(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 Sponsor Warrants and, upon exercise
of the Sponsor 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 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) of Regulation D under the Securities Act.


 


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


 


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


 






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(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 and 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 investments in the Securities.


 


(ix) The Purchaser understands that the Sponsor 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 Sponsor Warrants are subject to the fulfillment, on or before each of 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 applicable 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 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 of 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 applicable 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 Sponsor Warrants, which for the avoidance of doubt includes the Additional Sponsor Warrants.


 


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.


 






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Section 6. Termination. This Agreement may be terminated
at any time after                  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 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 to need contain the signatures of more than one party, but all such counterparts taken together
shall constitute one and the same agreement.


 


D. Descriptive Headings; Interpretation. The descriptive headings
of this Agreement are inserted for convenience only and do not constitute a substantive part of this Agreement. The use of the word “including”
in this Agreement shall be by way of example rather than by limitation.


 


E. Governing Law. This Agreement shall be deemed to be a contract
made under the laws of the State of New York and for all purposes shall be construed in accordance with the State of New York.


 


F. Jurisdiction: 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.


 


G. 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:
	 	 
	 	SIEGER HEALTHCARE ACQUISITION CORP
	 	 
	 	By:  	 
	 	Name:  	 
	 	Title:  	 
	 	 
	 	SIEGER HEALTHCARE LLC
	 	 
	 	By:  	 
	 	Name:  	 
	 	Title:  	 


 


[Signature Page to Private Placement Warrants
Purchase Agreement]