Exhibit
      10.1 

   

  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 March 18, 2021, is entered into by and between Longview Acquisition Corp.
      II, a Delaware corporation (the “Company”), and Longview Investors II 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 Class A common stock of the Company, par value $0.0001 per share (a “Share”),
      and one-fifth 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”), No. 333-252594 (the “Registration Statement”), under
      the Securities Act of 1933, as amended (the “Securities Act”).

   

  WHEREAS,
      the Purchaser has agreed to purchase, at a price of $1.50 per warrant, an aggregate of 8,600,000 warrants (and up to 9,800,000
      warrants if the underwriters in the Public Offering exercise their over-allotment option 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)                
      On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser
      and the Company (the “IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the
      Purchaser shall purchase from the Company, 8,600,000 Private Placement Warrants at a price of $1.50 per warrant for an aggregate
      purchase price of $12,900,000 (the “Purchase Price”). The Purchaser shall pay, at least one (1) business
      day prior to the IPO Closing Date, the Purchase Price by wire transfer of immediately available funds, to accounts designated
      by the Company, including 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, in accordance with
      the Company’s wiring instructions. On the IPO Closing Date, subject to 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 consummation 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 (an “Over-allotment Closing
          Date,” and each Over-allotment Closing Date (if any) and the IPO Closing Date, a “Closing Date”),
      the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 1,200,000 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 then exercised) at a price of $1.50 per warrant for
      an aggregate purchase price of up to $1,800,000 (if the over-allotment option is exercised in full) (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 Company or the Trust Account (as set forth in the wire
      instructions), at least one (1) business day prior to the applicable Over-allotment Closing Date. On each Over-allotment Closing
      Date, subject to 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.

   

  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 in connection with the Public Offering (the “Warrant Agreement”).

   

       (ii)              
      On or prior to the IPO 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 each Closing Date) that:

   

  A.               
      Incorporation and Corporate Power. The Company is a corporation
      duly incorporated, 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 by the
      Company as of each 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 each 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 or other action by or notice or declaration to, or filing with,
      any court or administrative or governmental body or agency pursuant to the certificate of incorporation 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 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, 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, except for
      applicable requirements of 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 do 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 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 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 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.

   

       (iii)            
      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.

   

       (iv)            
      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. 

   

  
     

    
      

    

  

   

  

       (v)              
      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; (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; 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.

   

       (vi)            
      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.

   

       (vii)          
      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 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. The Company shall have entered into the
      Warrant Agreement 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 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.                Definitions.

   

  Terms
      used but not otherwise defined in this Agreement shall have the meaning assigned to such terms in the Registration Statement.

   

  Section
      7.                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]

  

   

  
     

    
      

    

  

   

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

   

  

  	 	COMPANY:
	 	LONGVIEW ACQUISITION CORP. II
	 	 	 
	 	By:	/s/ Mark Horowitz
	 	Name:	Mark Horowitz
	 	Title:	Chief Financial Officer


   

  

  	 	PURCHASER:
	 	LONGVIEW INVESTORS II LLC
	 	 	 
	 	By:	/s/ Larry Robbins
	 	Name:	Larry Robbins
	 	Title:	Managing Member