Exhibit 10.4


 


PRIVATE
PLACEMENT WARRANTS Subscription AGREEMENT


 


THIS PRIVATE PLACEMENT WARRANTS SUBSCRIPTION AGREEMENT
(as it may from time to time be amended, this “Agreement”), dated as of August 31, 2021, is entered into by and
among Concord Acquisition Corp II, a Delaware corporation (the “Company”), and [•]
(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 (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, File Number 333-254788
(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 [•] warrants (and up to [•]
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, [•]
Private Placement Warrants at a price of $1.50 per Private Placement Warrant for an aggregate purchase price of $[•]
(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 shall 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 [•] 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 Private Placement Warrant for an aggregate purchase price
of up to $[•] (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 effect such delivery in book-entry form.


 






    


     


    




 


C. Terms of the Private Placement
Securities.


 


(i) The Private Placement Warrants
are substantially identical to the warrants included in the units to be offered in the Public Offering except that (a) the Private
Placement Warrants (including the Shares issuable upon exercise of the Private Placement Warrants) will not, except in limited circumstances,
be transferable or salable until 30 days after the completion of the Company’s initial business combination (the “Business
Combination”) so long as they are held by the Purchaser or its permitted transferees, (b) the Private Placement Warrants
are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will become freely tradable
only after the expiration of the lockup described above in clause (a) and they are registered pursuant to the Registration Rights
Agreement (as defined below) or an exemption from registration is available, and the restrictions described above in clause (a) have
expired and (c) each Private Placement Warrant shall have the terms set forth for private placement warrants 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) At the time of, 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, including 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 and, subject to proper exercise of the Private Placement Warrants and against payment
therefor, the Shares underlying such Private Placement Warrants, have been duly authorized by the Company. 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 each 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 and 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 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 Company’s certificate of incorporation and bylaws 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.


 






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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, including the Shares issuable upon exercise of the 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. Assuming
the accuracy of the representations and warranties made by the Purchaser in this Agreement, no consent, approval, order or authorization
of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority is required
on the part of the Company in connection with the consummation of the transactions contemplated by this Agreement, 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.


 






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C. Investment Representations.


 


(i) The Purchaser is acquiring the
Private Placement Shares 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) 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.


 


(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; (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.


 


(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.


 






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(ix) The Purchaser understands that
the Private Placement Warrants shall bear the legend substantially in the form set forth in the Warrant Agreement and be subject to appropriate
 “stop transfer restrictions.”


 


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 and Registration
Rights Agreement. The Company shall have entered into the Warrant Agreement and the Registration Rights Agreement, in each case 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.


 


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. Termination.


 


This Agreement may be terminated by the Company
or the Purchaser at any time after September 30, 2021 upon written notice to the other party hereto 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 each Closing Date.


 






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Section 8. Definitions.


 


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


 


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 (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 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:
	 	 
	 	CONCORD Acquisition
    Corp II
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 
	 	PURCHASER:
	 	 
	 	[•]
	 	 
	 	By:	               
	 	Name:	 
	 	Title:	 



 


[Signature Page to Private Warrants Subscription
Agreement]