Exhibit 10.4


 


PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT


 


THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of October 14,
2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered
into by and between Sanaby Health Acquisition Corp. I, a Delaware corporation (the “Company”), and Sanaby Health Sponsor
I 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 common stock, par value $0.0001 per share (each, a “Share”), and one-half of one redeemable warrant. Each
whole warrant entitles the holder to purchase one Share at an exercise price of $11.50 per Share. The Purchaser has agreed to purchase
an aggregate of 6,895,000 warrants or 7,232,500 warrants if the underwriters exercise their over-allotment option in connection with the
Public Offering in full (the “Private Placement Warrants”), each Private Placement 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 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) As payment in full for the 6,895,000 Private Placement Warrants
being purchased under this Agreement, Purchaser shall pay $6,895,000 (the “Purchase Price”), by wire transfer of immediately
available funds or by such other method as may be reasonably acceptable to the Company, to the trust account (the “Trust Account”)
at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee,
at least one (1) business day prior to the date of effectiveness of the Registration Statement.


 


(ii) In the event that the over-allotment option is exercised
in full or in part, Purchaser shall purchase up to an additional 337,500 Private Placement Warrants (the “Additional Private
Placement Warrants”), in the same proportion as the amount of the over-allotment option that is exercised, and simultaneously
with such purchase of Additional Private Placement Warrants, as payment in full for the Additional Placement Warrants being purchased
hereunder, and at least one (1) business day prior to the closing of all or any portion of the over-allotment option, Purchaser shall
pay $1.00 per Additional Private Placement Warrant, up to an aggregate amount of $337,500, by wire transfer of immediately available funds
or by such other method as may be reasonably acceptable to the Company, to the Trust Account.


 


(iii) The closing of the purchase and sale of the Private Placement
Warrants shall take place simultaneously with the closing of the Public Offering (the “Initial Closing Date”). The
closing of the purchase and sale of the Additional Private Placement Warrants, if applicable, shall take place simultaneously with the
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 Private Placement
Warrants and the Additional Private Placement Warrants shall take place at the offices of Ellenoff Grossman & Schole LLP, 1345
Avenue of the Americas, New York, New York, 10105, or such other place as may be agreed upon by the parties hereto


 


C. Terms of the Private Placement Warrants.


 


(i) The Private Placement 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 Private Placement Warrants and the Shares
underlying the Private Placement Warrants.


 






    


     


    

 


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 the Closing Dates) 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 Private Placement Warrants have been duly authorized and approved 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 Private Placement 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 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 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, 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 Placement Warrants will be duly and validly issued and 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 Placement Warrants, the Shares issuable upon exercise of the Placement Warrants shall have been reserved for issuance.
Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, the Purchaser will have good title
to the Private Placement Warrants 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. Valid Issuance. The total number of shares of all classes
of capital stock which the Company has authority to issue is 111,000,000 shares (which consist of 100,000,000 shares of the Company’s
Class A Common Stock (the “Class A Common Stock”), par value $0.0001 per share, 10,000,000 shares of the Company’s
Class B Common Stock (the “Class B Common Stock”), par value $0.0001 per share, and 1,000,000 shares of the Company’s
preferred stock (the “Preferred Stock”), par value $0.0001 per share). As of the date hereof, the Company has issued and outstanding
no shares of Class A Common Stock, 5,175,000 shares of Class B Common Stock (of which up to 675,000 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.


 


E. 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 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 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.


 






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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 that would materially impact its ability to perform its obligations hereunder.


 


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 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 of the Securities Act of 1933, as amended (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. While such 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) 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 investment in the Securities.


 






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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 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 Closing Dates.


 


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 a Warrant Agreement with a warrant agent and the Registration Rights Agreement, each on terms satisfactory
to the Purchaser.


 


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 Private Placement Warrants hereunder.


 


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 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 Closing Dates.


 


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 a
Warrant Agreement with a warrant agent on terms satisfactory to the Company.


 


Section 6. Termination. This Agreement may be terminated
at any time after October 31, 2021 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 on Form S-1 the Company has filed with
the Securities and Exchange Commission under the Securities Act in connection with the Public Offering.


 






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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 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 needs to 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 regard to the conflicts of laws principles thereof.


 


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.


 






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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:
	 	 
	 	SANABY HEALTH ACQUISITION CORP. I
	 	 	 
	 	By:	/s/ Sandra Shpilberg
	 	Name: 	 Sandra Shpilberg
	 	Title:	Chief Executive Officer
	 	 	 
	 	PURCHASER:
	 	 
	 	SANABY HEALTH SPONSOR I LLC, a Delaware limited liability company
	 	 	 
	 	By:	/s/ Sandra Shpilberg
	 	Name:	 Sandra Shpilberg
	 	Title:	Managing Member


 


[Signature Page to Private Placement Warrants
Purchase Agreement]