Exhibit 10.4


 


FORM OF PRIVATE PLACEMENT WARRANTS PURCHASE
AGREEMENT


 


THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT
(as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of
[ ], 2021, is entered into by and between Motive Capital Corp II, a Cayman Islands exempted company (the “Company”),
and Motive Capital Funds Sponsor II, LLC, a Cayman Islands 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 the Company, par value $0.0001 per share (each, a “Share”),
and one-third of one redeemable warrant, each whole warrant entitling the holder to purchase 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 U.S. Securities and Exchange Commission
(the “SEC”), File Number 333-[ ], under the Securities Act of 1933, as amended (the “Securities Act”).


 


WHEREAS,
the Purchaser has agreed to purchase an aggregate of 9,333,333 warrants (or 10,333,333 warrants in the aggregate to the extent
the over-allotment option in connection with the Public Offering is exercised) (the “Private Placement
Warrants”), each Private Placement Warrant entitling the holder to purchase one Share at an exercise price of $11.50 per
Share, at a price of $1.50 per warrant, subject to adjustment.


 


WHEREAS,
the Purchaser also has an option to purchase 1,666,667 Private Placement Warrants (or 1,916,667 Private Placement Warrants if the
over-allotment option in connection with the Public Offering is exercised in full) (the “Option Warrants”) as described
in Section 1.B.(iii) hereof.


 


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 Warrants.


 


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


 


B.            Purchase
and Sale of the Private Placement Warrants.


 


(i)            On
the date of the consummation of the Public Offering (the “IPO Closing Date”), the Company shall issue and sell to
the Purchaser, and the Purchaser shall purchase from the Company, 9,333,333 Private Placement Warrants at a price of $1.50 per
warrant for an aggregate purchase price of $14,000,000 (the “Purchase Price”). The Purchaser shall pay the
Purchase Price by wire transfer of immediately available funds in the following amounts: (i) $[ ] to the Company at a financial
institution to be chosen by the Company, and (ii) $[ ] to the trust account maintained by Continental Stock Transfer &
Trust Company, acting as trustee (the “Trust Account”), in each case in accordance with the Company’s
wiring instructions, at least one (1) business day prior to the IPO Closing Date. On the IPO Closing Date, subject to the
receipt of funds pursuant to the immediately prior sentence, the Company, at its option, shall deliver a certificate evidencing the
Private Placement Warrants 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 over-allotment option, if any, in connection with the Public Offering or on such earlier time and date
as may be mutually agreed by the Purchaser and the Company (the “Over-Allotment Closing Date”), the Company shall issue
and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 1,000,000 Private Placement Warrants (or, to the extent
the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion of the
over-allotment option that is exercised) at a price of $1.50 per warrant for an aggregate purchase price of up to $1,500,000 (the “Over-Allotment
Purchase Price”). The Purchaser shall pay the Over-Allotment Purchase Price in accordance with the Company’s wire instruction
by wire transfer of immediately available funds to the Trust Account, at least one (1) business day prior to the Over-Allotment Closing
Date. On the Over-Allotment Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company shall,
at its option, deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s
name to the Purchaser or effect such delivery in book-entry form.


 






     


     


    

 


(iii)            Upon
not less than five days’ notice to the Company, at the option of the Purchaser, on the date that is 18 months from the IPO Closing
Date (the “Option Closing Date” and each of the IPO Closing Date, the Over-Allotment Closing Date and the Option Closing
Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the
Company, an additional 1,666,667, or up to 1,916,667 if the over-allotment option in connection with the Public Offering is exercised
in full (such number of warrants, pro rata to the extent to which the over-allotment option in connection with the Public Offering is
exercised), Option Warrants at a price of $1.50 per Option Warrant for an aggregate purchase price of $2,500,000, or up to $2,875,000
if the over-allotment option in connection with the Public Offering is exercised in full (such purchase price, pro rata to the extent
to which the over-allotment option in connection with the Public Offering is exercised, and in any event $0.10 per Share sold in the Public
Offering) (the “Option Purchase Price”). The Purchaser shall pay the Option Purchase Price in accordance with the Company’s
wire instruction by wire transfer of immediately available funds to the Trust Account at least one (1) business day prior to such
Option Closing Date. On the Option Closing Date, following the payment by the Option Purchaser of the Option Purchase Price by wire transfer
of immediately available funds to the Trust Account, the Company at its option, shall deliver a certificate evidencing the Private Placement
Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery
in book-entry form.


 


(iv)            Notwithstanding
Section 1.B.(iii) hereof, the Purchaser shall have the option to purchase, and the Company shall issue and sell to the Purchaser,
the up to 1,666,667 (or up to 1,916,667 pro rata to the extent to which the over-allotment option in connection with the Public Offering
is exercised) Option Warrants described in Section 1.B.(iii) at the Option Purchase Price at any time following the IPO Closing
Date and prior to the Company’s consummation of its initial business combination.


 


C.            Terms
of the Private Placement Warrants.


 


(i)            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
on the IPO Closing Date, in connection with the Public Offering (the “Warrant Agreement”).


 


(ii)            On
the IPO Closing Date, the Company and the Purchaser shall enter into a registration and shareholder rights agreement (the “Registration
and Shareholder Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser relating
to the Private Placement Warrants and the Shares underlying the Private Placement Warrants.


 


D.            The
total number of shares of all classes of capital stock which the Company has authority to issue is 550,000,000 shares of common stock
(which consist of 500,000,000 shares of the Company’s Class A Common Stock and 50,000,000 shares of the Company’s Class B
common stock, par value $0.0001 per share (the “Class B Common Stock”)) and 5,000,000 shares of the Company’s
preferred stock, par value $0.0001 per share (the “Preferred Stock”). As of the date hereof, the Company has issued
and outstanding no shares of Class A Common Stock, 7,187,500 shares of Class B Common Stock (of which up to 937,500 shares are
subject to forfeiture as described in the Registration Statement) and no shares of Preferred Stock. All of the issued shares of capital
stock of the Company have been duly authorized, validly issued, and are fully paid and non-assessable.


 






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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
Warrants, 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 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,
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). 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.


 


(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 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 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 Shares issuable upon exercise of the Private Placement Warrants will be duly and validly
issued, fully paid and nonassessable. On the date of issuance of the Private Placement Warrants, 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 Warrants purchased by it 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.


 






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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 Warrants 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 Warrants and, upon exercise of the Private Placement Warrants, the Shares issuable upon such
exercise (collectively, the “Securities”) for its 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, 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.


 






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(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 and Shareholder 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; and (c) Rule 144 adopted pursuant to the Securities
Act will not be available for resale transactions of Securities prior to a Business Combination and may not be available for resale transactions
of Securities after a Business Combination.


 


(viii)            The
Purchaser has such knowledge and experience in financial and business matters, knowledge of the high degree of risk associated with investments
in the securities of companies in the development stage such as the Company, is capable of evaluating the merits and risks of an investment
in the 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 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 Warrants 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 the 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 and Shareholder Rights Agreement. The Company shall have entered into the Warrant Agreement, substantially
in the form of Exhibit A hereto, and the Registration and Shareholder Rights Agreement, substantially in the form of Exhibit B
hereto, in each case on terms satisfactory to the Purchaser.


 






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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.            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 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.


 


Section 6         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 (including, without limitation one or more of its 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. Signatures to this Agreement transmitted
via facsimile or e-mail shall be valid and effective to bind the party so signing.


 


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 conflicts of law principles that would result
in the application of the laws of another jurisdiction.


 


F.            Amendments.
This Agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed by the parties
hereto.


 


[Signature page follows]


 






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IN WITNESS WHEREOF, the parties hereto have executed
this Agreement.


 


	 	COMPANY:
	 	 
	 	MOTIVE CAPITAL CORP II
	 	 
	 	By:	      
	 	Name:      
	 	Title:
	 	 
	 	PURCHASER:
	 	 
	 	MOTIVE CAPITAL FUNDS SPONSOR II, LLC
	 	 
	 	By:	     
	 	Name:
	 	Title:




 






    


     


    

 


EXHIBIT A


 


Warrant Agreement


 






    


     


    

 


EXHIBIT
B


 


Registration
and Shareholder Rights Agreement