Exhibit 4.1


 


FORM OF WARRANT


 


THE OFFER AND SALE OF THE SECURITIES REPRESENTED
HEREBY AND THE UNDERLYING SECURITIES THAT MAY BE ISSUED UPON EXERCISE OF THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES REPRESENTED
HEREBY AND THE UNDERLYING SECURITIES THAT MAY BE ISSUED UPON EXERCISE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR
INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR
THE SECURITIES UNDER THE SECURITIES ACT, OR APPLICABLE STATE SECURITIES LAWS, UNLESS SOLD PURSUANT TO: (1) RULE 144 UNDER THE SECURITIES
ACT, OR (2) AN OPINION OF COUNSEL, IN A CUSTOMARY FORM AND REASONABLY ACCEPTABLE TO LILIUM N.V., THAT REGISTRATION IS NOT
REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS.


 


LILIUM N.V.


 


WARRANT
TO PURCHASE Ordinary shares a


 


Number of Shares: [●]

(subject to adjustment)


 


	Warrant No. [●]	 	Original Issue Date: [●], 2022




 


Lilium N.V.,
a Netherlands public limited liability company (naamloze vennootschap) (the “Company”), hereby certifies
that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [●] or its permitted registered
assigns (the “Investor”), is entitled, subject to the terms set forth below, to purchase from the Company up to a total
of [●] Ordinary Shares A, nominal value EUR 0.12 per share (“Ordinary Shares A” or “Securities”),
of the Company (each such share, a “Warrant Share” and all such shares, the “Warrant Shares”) at
an exercise price per share equal to $1.30 per share (as adjusted from time to time as provided in Section 4 herein, the “Exercise
Price”), which price per share is at a minimum the USD equivalent of the nominal value of EUR 0.12 per share (subject to adjustment
for reverse and forward stock splits, combinations, recapitalizations and reclassifications in accordance with the terms and conditions
hereof and similar transactions following the date hereof (the “Original Issue Date”)), upon surrender of this Warrant
to Purchase Ordinary Shares A (including any Warrants to Purchase Ordinary Shares A issued in exchange, transfer or replacement hereof,
the “Warrant”) at any time and from time to time on or after the Original Issue Date, and subject to the following
terms and conditions:


 


		1.	Exercise of Warrant.



 


		(a)	The Warrant shall be exercisable on any business day prior to [●] (the “Expiration
Date”).



 






     

     


    

 


		(b)	The Warrant shall be exercisable prior to the Expiration Date, at the election of Investor,
either in its entirety or, from time to time for part of the number of Warrant Shares specified herein. In the event that the Warrant
is duly exercised for less than all of the Warrant Shares at any time prior to the Expiration Date, one or more new Warrants will be issued
to Investor for the remaining number of Warrant Shares.



 


		(c)	In connection with the exercise of the Warrant, upon timely receipt of a Warrant, accompanied
by the Exercise Notice substantially in the form attached in Schedule 1 hereto filled in, signed and delivered to the Company and
the Warrant Agent as defined below, and payment of the Exercise Price (as may be adjusted pursuant to the terms of the Warrant) for each
of the Ordinary Shares A to be purchased by wire transfer of U.S. dollars in immediately available funds to the Warrant Agent in accordance
with the written wiring instructions included in Schedule 1 hereto (as may be amended by written notice from the Company or the Warrant
Agent to Investor), the Company shall thereupon promptly (and in any event within two (2) Trading Days (as defined below) and upon
confirmation from a bank that the EUR nominal value equivalent has been received pursuant to Section 1(d)) issue or cause
to be issued to Investor or its designee (which may include an account of a participant of the Depository Trust Company that will hold
the Ordinary Shares A for the account of Investor or its designee) a book entry position, for the number of Ordinary Shares A to which
Investor is entitled, registered in such name or names as may be directed by Investor. If the Company fails to issue or cause to be issued
to Investor or its designee a book entry position for such Ordinary Shares A within such two (2) Trading Day period, then Investor
will have the right to rescind such exercise, in addition to any other remedies available to Investor hereunder, at law or in equity.



 


		(d)	The Company covenants and agrees that (i) it or the Warrant Agent will obtain from an EU-licensed
bank a statement confirming that on the day after receipt of payment of the Exercise Price, or the next day on which such bank is open
for business, and prior to the delivery of Ordinary Shares A, the USD amount paid is at least equal to the aggregate nominal value in
EUR of all Ordinary Shares A issued upon exercise of the Warrant, and (ii) it will pay when due and payable any and all present or
future transfer, stamp, issue, documentary, recordation, registration or similar taxes, levies and charges that may be imposed or payable
in respect of the issuance or delivery of (A) each Warrant, (B) each Warrant issued in exchange for any other Warrant pursuant
to Section 4 and Section 13 or issued pursuant to Section 1(b) and (C) each Ordinary Share
A issued upon the exercise of any Warrant; provided that the Company shall not be obligated to pay any such transfer, stamp
or issue tax or charge that is a direct result of a transfer or other action of Investor or any subsequent holder of the Warrant (that
is in addition to exercising the Warrant hereunder).



 


		(e)	Prior to the Expiration Date, the Company shall at all times reserve and keep available out of its authorized but unissued capital
stock, solely for the issuance upon the exercise of the Warrant Shares hereunder, the maximum number of Ordinary Shares A issuable upon
the exercise of this Warrant.



 


For the purposes of this Agreement, “Trading Day”
means (i) a day on which the Ordinary Shares A are traded on the Nasdaq Global Select Market (“Nasdaq”), which,
as of the Original Issue Date is the national securities exchange or other trading market on which the Ordinary Shares A are primarily
listed and quoted for trading (or any successors to the foregoing), (ii) if the Ordinary Shares A are not traded on Nasdaq but are
traded on another Trading Market, a day on which the Ordinary Shares A are traded on such other Trading Market and (iii) if the Ordinary
Shares A are not traded on Nasdaq or any other Trading Market, any Business Day. For the purposes of this Agreement, “Business Day”
means any day other than a Saturday, a Sunday or a day on which banks are authorized or required to close in the City of New York, New
York.


 






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		2.	Optional Redemption. If any time after [●], but before the Expiration Date, the last reported sale price per share of
the Ordinary Shares A, as reported by Nasdaq, equals or exceeds $2.60 per share for at least twenty (20) Trading Days (whether or not
consecutive) during a thirty (30) consecutive Trading Day period, then the Company, on at least twenty (20) Trading Days’ prior
written notice to Investor, may redeem this Warrant by paying Investor one cent ($0.01) per Warrant Share, subject to adjustment as provided
in this Warrant and subject to prior exercise by Investor. This Warrant shall remain exercisable by Investor (in whole or in part, in
its entirety or in such increments, at any time and from time to time, as in each case Investor may in its sole discretion elect) for
the duration of the twenty (20) Trading Days’ prior written notice period.



 


		3.	Issuance of Securities; Registration:



 


Investor understands that this Warrant and the Warrant Shares
issuable upon exercise hereof have not been registered under the Securities Act in reliance upon a specific exemption therefrom, which
exemption depends upon, among other things, the bona fide nature of Investor’s investment intent. Investor understands that this
Warrant and the Warrant Shares issued upon any exercise hereof must be held indefinitely unless subsequently registered under the
Securities Act and qualified under applicable state securities laws, or unless exemption from such registration and qualification are
otherwise available. Investor is aware of the provisions of Rule 144 promulgated under the Securities Act. The Company shall cause
this Warrant to be registered upon records to be maintained by the Warrant Agent for that purpose (the “Warrant Register”),
in the name of the record Investor (which shall include the initial Investor or, as the case may be, any registered assignee to which
this Warrant is assigned hereunder) from time to time. The Company may deem and treat the registered holder of this Warrant as the absolute
owner hereof for the purpose of any exercise hereof or any distribution to the holder, and for all other purposes, absent actual notice
to the contrary.


 


		4.	Adjustment of Exercise Price and Number of Securities Purchasable or Number of Warrants.



 


		(a)	Stock Dividends, Splits, Etc. If the Company declares or pays a dividend on its Ordinary Shares A payable in Ordinary Shares
A, or other securities of the Company, then upon exercise of the Warrant, for each Ordinary Shares A acquired, Investor shall receive,
without cost to Investor, the total number and kind of securities to which Investor would have been entitled had Investor owned such number
of Ordinary Shares A of record as of the record date for the dividend. If the Company subdivides its Ordinary Shares A by reclassification
or otherwise into a greater number of shares, the number of Ordinary Shares A purchasable hereunder shall be proportionately increased
and the Exercise Price shall be proportionately decreased. If the Company combines or consolidates its Ordinary Shares A, by reclassification
or otherwise, into a lesser number of shares, the number of Ordinary Shares A purchasable hereunder shall be proportionately decreased
and the Exercise Price shall be proportionately increased. Any adjustment made pursuant to the first sentence of this Section 4(a) shall
become effective immediately after the record date for the determination of shareholders entitled to receive such dividend, and any adjustment
pursuant to the second and third sentences of this Section 4(a) shall become automatically effective immediately after
the effective date of such subdivision, combination or consolidation.



 






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		(b)	Reclassification, Exchange, Combinations or Substitution. In the event of any recapitalization, reclassification, exchange,
substitution, combination, reorganization, merger, consolidation, liquidation or similar transaction or other event that results in the
Ordinary Shares A being converted into or exchanged for securities, cash or property, Investor shall be entitled to receive, upon
exercise of the Warrant, the number and kind of securities and property that Investor would have received for such number of Ordinary
Shares A to which Investor would have been entitled if this Warrant had been exercised immediately before such event, except in the event
of a Fundamental Transaction (as defined below) pursuant to Section 4(f).



  


		(c)	Subsequent Equity Sales. If the Company at any time while
this Warrant is outstanding, shall sell, enter into an agreement to sell, or grant any option to purchase, or sell, enter into an agreement
to sell, or grant any right to reprice, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase
or other disposition) any Ordinary Shares A or Ordinary Share A Equivalents (as defined below), at an effective price per share less
than the Exercise Price then in effect (such lower price, the “Base Share Price” and such issuances collectively,
a “Dilutive Issuance”) (it being understood and agreed that if the holder of the Ordinary Shares A or Ordinary Share
A Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion,
exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance,
be entitled to receive Ordinary Shares A at an effective price per share that is less than the Exercise Price, such issuance shall be
deemed to have occurred for less than the Exercise Price on such date of the Dilutive Issuance at such effective price), then simultaneously
with the consummation (or, if earlier, the announcement) of each Dilutive Issuance the Exercise Price shall be reduced and only reduced
to equal the Base Share Price provided that the Base Share Price shall not be less than the USD equivalent of the nominal value of the
Ordinary Shares A (subject to adjustment for reverse and forward stock splits, recapitalizations and similar transactions following the
Original Issue Date). Notwithstanding the foregoing, no adjustments shall be made, paid or issued under this Section 4(c) in
respect of an Exempt Issuance (as defined below). The Company shall notify the Investor, in writing, no later than the Trading Day following
the issuance or deemed issuance of any Ordinary Shares A or Ordinary Share A Equivalents subject to this Section 4(c), indicating
therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice,
the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance
Notice pursuant to this Section 4(c), upon the occurrence of any Dilutive Issuance, the Investor is entitled to receive a
number of Warrant Shares based upon the Base Share Price regardless of whether the Investor accurately refers to the Base Share Price
in the Notice of Exercise. As used herein, “Exempt Issuance” means the issuance of (i) Ordinary Shares A, options
or other securities to employees, officers or directors of the Company or any of its subsidiaries or consultants to the Company or any
of its subsidiaries pursuant to any stock or option plan or other written agreement duly adopted for such purpose by a majority of the
non-employee members of the board of directors or a majority of the members of a committee of non-employee directors established for
such purpose for services rendered to the Company or any of its subsidiaries, (ii) Ordinary Shares A upon
the exercise or exchange of or conversion of any securities exercisable or exchangeable for or convertible into Ordinary Shares A issued
and outstanding on the date of this Agreement, provided that such securities have not been amended since the date of this Agreement to
increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities (other
than in connection with stock splits or combinations) or to extend the term of such securities; (iii) securities issued pursuant
to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company or securities issued in
financing transactions, the primary purpose of which is to finance acquisitions or strategic transactions approved by a majority of the
disinterested directors of the Company, provided that any such issuance shall only be to a Person (or Persons) (as defined below) (or
to the equity holders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business
synergistic with the business of the Company; (iv) Ordinary Shares A, options, warrants or convertible securities issued to banks,
equipment lessors or other financial institutions, or to real property lessors, pursuant to a debt financing, equipment leasing or real
property leasing transaction approved by a majority of the disinterested directors of the Company but shall not include a transaction
in which the Company is primarily issuing Ordinary Shares A or Ordinary Share A Equivalents primarily for the purpose of raising capital
or to a person or an entity whose primary business is investing in securities; (v) Ordinary Shares A, warrants, options or convertible
securities issued in connection with the provision of goods or services, partnership or joint ventures in connection with the Company’s
business or to suppliers or other persons with whom the Company does business pursuant to transactions approved by a majority of the disinterested
directors of the Company but shall not include a transaction in which the Company is issuing Ordinary Shares A or Ordinary Share A Equivalents
primarily for the purpose of raising capital or to a person or an entity whose primary business is investing in securities; (vi) Ordinary
Shares A, options, warrants or convertible securities issued in connection with sponsored research, collaboration, technology license,
development, investor or public relations, marketing or other similar agreements, or strategic partnerships or joint ventures approved
by a majority of the disinterested directors of the Company but shall not include a transaction in which the Company is primarily issuing
Ordinary Shares A or Ordinary Share A Equivalents primarily for the purpose of raising capital or to a person or an entity whose primary
business is investing in securities; and (vii) securities issued pursuant to an equity line of credit or “at the market”
registered offering to be established by the Company following the date hereof (including any upsize thereof) so long as such “at
the market” registered offering or upsize thereof is approved by the board of directors the Company. As used herein “Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company,
joint stock company, government (or an agency or subdivision thereof) or other entity of any kind. As used herein “Ordinary Share
A Equivalents” means any securities of the Company which would entitle the holder thereof to acquire at any time Ordinary Shares
A, including, without limitation, any debt, preferred stock, Ordinary Share B, Ordinary Share C, right, option, warrant or other instrument
that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Ordinary
Shares A, and any securities of the Company that when paired with one or more other securities of the Company or another entity entitles
the holder thereof to receive Ordinary Shares A.



 






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		(d)	Subsequent Rights Offerings. In addition to any adjustments pursuant to Sections 4(a)-(c) above, if at any time
the Company grants, issues or sells any Ordinary Share A Equivalents or rights to purchase stock, warrants, securities or other property
pro rata to the record holders of any class of Ordinary Shares A (the “Purchase Rights”), then the Investor will be
entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Investor could have acquired
if the Investor had held the number of Ordinary Shares A acquirable upon complete exercise of this Warrant (without regard to any limitations
on exercise hereof) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or,
if no such record is taken, the date as of which the record holders of Ordinary Shares A are to be determined for the grant, issue or
sale of such Purchase Rights.



 






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		(e)	Pro Rata Distributions. During such time as this Warrant is outstanding, if the Company shall declare or make any dividend
or other distribution of its assets (or rights to acquire its assets) to holders of Ordinary Shares A, by way of return of capital or
otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend,
spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”),
at any time after the issuance of this Warrant, then, in each such case, the Investor shall be entitled to participate in such Distribution
to the same extent that the Investor would have participated therein if the Investor had held the number of Warrant Shares acquirable
upon complete exercise of this Warrant (without regard to any limitations on exercise hereof) immediately before the date of which a record
is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of Ordinary Shares A are to be
determined for the participation in such Distribution. To the extent that this Warrant has not been partially or completely exercised
at the time of such Distribution, such portion of the Distribution shall be held in abeyance for the benefit of the Investor until the
Investor has exercised this Warrant.



  






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		(f)	Fundamental Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly,
                                                                 in one or more related transactions effects any merger or consolidation of the Company with or into another Person, (ii) the
                                                                 Company, directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or
                                                                 substantially all of its assets in one or a series of related transactions, (iii) any direct or indirect purchase offer, tender
                                                                 offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Ordinary Shares A are
                                                                 permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of
                                                                 50% or more of the outstanding Ordinary Shares A, (iv) the Company, directly or indirectly, in one or more related transactions
                                                                 effects any reclassification, reorganization or recapitalization of the Ordinary Shares A or any compulsory share exchange pursuant
                                                                 to which the Ordinary Shares A are effectively converted into or exchanged for other securities, cash or property (other than as a
                                                                 result of a stock split, combination or reclassification of the Ordinary Shares A covered by Section 4(a) above),
                                                                 or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement
                                                                 or other business combination (including, without limitation, a reorganization, recapitalization, spin-off, merger or scheme of
                                                                 arrangement) with another Person or group (as defined in Securities and Exchange Act of 1934, as amended (the “Exchange
                                                                 Act”) Rule 13d-5) of Persons whereby such other Person or group (as defined in Exchange Act Rule 13d-5) acquires
                                                                 more than 50% of the outstanding Ordinary Shares A (not including any Ordinary Shares A held by the other Person or other Persons
                                                                 making or party to, or associated or affiliated with the other Persons making or party to, such stock or share purchase agreement or
                                                                 other business combination) (each a “Fundamental Transaction”), then, upon any subsequent exercise of this
                                                                 Warrant, the Investor shall have the right to receive, for each Warrant Share that would have been issuable upon such exercise
                                                                 immediately prior to the occurrence of such Fundamental Transaction, at the option of the Investor, the number of shares of capital
                                                                 stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional
                                                                 consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder
                                                                 of the number of Ordinary Shares A for which this Warrant is exercisable immediately prior to such Fundamental Transaction (without
                                                                 regard to any limitations on exercise hereof). For purposes of any such exercise, the determination of the Exercise Price shall be
                                                                 appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect
                                                                 of one Ordinary Share A in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate
                                                                 Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If
                                                                 Investors of Ordinary Shares A are given any choice as to the securities, cash or property to be received in a Fundamental
                                                                 Transaction, then the Investor shall be given the same choice as to the Alternate Consideration it receives upon any exercise of
                                                                 this Warrant in connection with such Fundamental Transaction. Notwithstanding anything to the contrary, in the event of a
                                                                 Fundamental Transaction in which at least 10% of the consideration received by the holders of the Company’s Ordinary Shares A
                                                                 does not consist of common stock in the Successor Entity (which entity may be the Company following such Fundamental Transaction)
                                                                 listed on a Trading Market, or is to be so listed for trading immediately following such event, the Company or any Successor Entity
                                                                 (as defined below) shall, at the Investor’s option, exercisable at any time concurrently with, or within thirty (30) days
                                                                 after, the consummation of the Fundamental Transaction (or, if later, the date of the public announcement of the applicable
                                                                 Fundamental Transaction), purchase this Warrant from the Investor by paying to the Investor an amount of cash equal to the Black
                                                                 Scholes Value (as defined below) of the remaining unexercised portion of this Warrant on the date of the consummation of such
                                                                 Fundamental Transaction; provided, however, that, if the Fundamental Transaction is not within the Company’s control,
                                                                 including not approved by the board of directors, Investor shall only be entitled to receive from the Company or any Successor
                                                                 Entity the same type or form of consideration (and in the same proportion), at the Black Scholes Value of the unexercised portion of
                                                                 this Warrant, that is being offered and paid to the Investors of Ordinary Shares A of the Company in connection with the Fundamental
                                                                 Transaction, whether that consideration be in the form of cash, stock or any combination thereof, or whether the holders of Ordinary
                                                                 Shares A are given the choice to receive from among alternative forms of consideration in connection with the Fundamental
                                                                 Transaction; provided, further, that if holders of Ordinary Shares A of the Company are not offered or paid any consideration in
                                                                 such Fundamental Transaction, such holders of Ordinary Shares A will be deemed to have received common stock or ordinary shares of
                                                                 the Successor Entity (which Successor Entity may be the Company following such Fundamental Transaction) in such Fundamental
                                                                 Transaction. “Black Scholes Value” means the value of this Warrant based
on the Black-Scholes Option Pricing Model obtained from the “OV” function on Bloomberg L.P. determined as of the day of consummation
of the applicable Fundamental Transaction for pricing purposes and reflecting (A) a risk-free interest rate corresponding to the
U.S. Treasury rate for a period equal to the time between the date of the public announcement of the applicable Fundamental Transaction
and the Expiration Date, (B) an expected volatility equal to the greater of 100% and the 100 day volatility obtained from the HVT
function on Bloomberg L.P. (determined utilizing a 365 day annualization factor) as of the Trading Day immediately following the public
announcement of the applicable Fundamental Transaction, (C) the underlying price per share used in such calculation shall be the
greater of (i) the sum of the price per share being offered in cash, if any, plus the value of any non-cash consideration, if any,
being offered in such Fundamental Transaction and (ii) the highest VWAP (as defined below) during the period beginning on the Trading
Day immediately preceding the announcement of the applicable Fundamental Transaction (or the consummation of the applicable Fundamental
Transaction, if earlier) and ending on the Trading Day of the Investor’s request pursuant to this Section 4(f) and
(D) a remaining option time equal to the time between the date of the public announcement of the applicable Fundamental Transaction
and the Expiration Date and (E) a zero cost of borrow. The payment of the Black Scholes Value will be made by wire transfer of immediately
available funds (or such other consideration) within the later of (i) five (5) Trading Days of the Investor’s election
and (ii) the date of consummation of the Fundamental Transaction. The Company shall cause any successor entity in a Fundamental Transaction
in which the Company is not the survivor (the “Successor Entity”) to assume in writing all of the obligations of the
Company under this Warrant in accordance with the provisions of this Section 4(f) pursuant to written agreements in form
and substance reasonably satisfactory to the Investor and approved by the Investor (without unreasonable delay) prior to such Fundamental
Transaction and shall, at the option of the Investor, deliver to the Investor in exchange for this Warrant a security of the Successor
Entity evidenced by a written instrument substantially similar in form and substance to this Warrant which is exercisable for a corresponding
value of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the value of the Warrant Shares acquirable
and receivable upon exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) prior to such Fundamental
Transaction, and with an exercise price which applies the exercise price hereunder to such shares of capital stock (but taking into account
the relative value of the Warrant Shares pursuant to such Fundamental Transaction and the value of such shares of capital stock, such
number of shares of capital stock and such exercise price being for the purpose of protecting the economic value of this Warrant immediately
prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory in form and substance to the Investor.
Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and
after the date of such Fundamental Transaction, the provisions of this Warrant referring to the “Company” shall refer instead
to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company
under this Warrant with the same effect as if such Successor Entity had been named as the Company herein. As used herein “VWAP”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Ordinary Shares A are then
listed or quoted on a Trading Market, the daily volume weighted average price of the Ordinary Shares A for such date (or the nearest preceding
date) on the Trading Market on which the Ordinary Shares A are then listed or quoted as reported by Bloomberg L.P. (based on a Trading
Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if the Ordinary Shares A are then listed
or quoted on the OTCQB or OTCQX, the volume weighted average price of the Ordinary Shares A for such date (or the nearest preceding date)
on OTCQB or OTCQX, as applicable, (c) if the Ordinary Shares A are not then listed or quoted for trading on OTCQB or OTCQX and if
prices for the Ordinary Shares A are then reported on the Pink Open Market (or a similar organization or agency succeeding to its functions
of reporting prices), the most recent bid price per Ordinary Shares A so reported, or (d) in all other cases, the fair market value
of Ordinary Shares A as determined by an independent appraiser selected in good faith by the holders of a majority in interest of the
Warrants then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company. “Trading
Market” means any of the following markets or exchanges on which the Ordinary Shares A are listed or quoted for trading on the
date in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York
Stock Exchange, or OTCQB or OTCQX (or any successors to any of the foregoing).







 






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		(g)	Calculations. All calculations under this Section 4 shall be made to the nearest cent or the nearest 1/100th of
a share, as the case may be. For purposes of this Section 4, the number of Ordinary Shares A deemed to be issued and outstanding
as of a given date shall be the sum of the number of Ordinary Shares A (excluding treasury shares, if any) issued and outstanding.



 


		(h)	Notice to Investor.



 


		i.	Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 4,
the Company shall promptly deliver to the Investor by facsimile or email a notice setting forth the Exercise Price after such adjustment
and any resulting adjustment to the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.



 


		ii.	Notice to Allow Exercise by Investor. If (A) the Company shall declare a dividend (or any other distribution in whatever
form) on the Ordinary Shares A, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Ordinary
Shares A, (C) the Company shall authorize the granting to all holders of the Ordinary Shares A rights or warrants to subscribe for
or purchase any shares of capital stock of any class or of any rights, (D) the approval of any shareholder of the Company shall be
required in connection with any reclassification of the Ordinary Shares A, any consolidation or merger to which the Company (or any of
its subsidiaries) is a party, any sale or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange
whereby the Ordinary Shares A are converted into other securities, cash or property, or (E) the Company shall authorize the voluntary
or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be
delivered by facsimile or email to the Investor at its last facsimile number or email address as it shall appear upon the Warrant Register
of the Company, at least twenty (20) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating
(x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or
if a record is not to be taken, the date as of which the holders of the Ordinary Shares A of record to be entitled to such dividend, distributions,
redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale,
transfer or share exchange is expected to become effective or close, and the date as of which it is expected that Investors of the Ordinary
Shares A of record shall be entitled to exchange their Ordinary Shares A for securities, cash or other property deliverable upon such
reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to deliver such notice or any defect
therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the
extent that any notice provided in this Warrant constitutes, or contains, material, non-public information regarding the Company or any
of its subsidiaries the Company shall simultaneously file such notice with the SEC (as defined below) pursuant to a Current Report on
Form 6-K (or successor form) or, if unavailable to the Company, a widely disseminated press release that is reasonably anticipated
to be generally available to the Company’s equity holders. The Investor shall remain entitled to exercise this Warrant during the
period commencing on the date of such notice to the effective date of the event triggering such notice except as may otherwise be expressly
set forth herein.



 






    	 	8	 



     


    

 


		(i)	Amendment. In the event of the adjustments described in this Section 4, the Company or its successor, if applicable,
or the Warrant Agent on behalf of the Company shall promptly issue to Investor (a) an amendment to this Warrant setting forth the
number and kind of such new securities or other property issuable upon exercise of the Warrants as a result of such event, and (b) upon
surrender to the Company or the Warrant Agent of the Warrant(s) then in Investor’s possession, one or more new Warrants representing
the number of Warrant Shares (or other securities) then-outstanding as a result of such adjustment. The amendment to this Warrant shall
provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 4
including, without limitation, adjustments to the Exercise Price and to the number of securities or property issuable upon exercise of
the new Warrant. The provisions of this Section 4 shall similarly apply to successive reclassifications, exchanges, substitutions,
or other events.



 


		5.	Fractional Shares. The Company shall not be required to issue fractions of Warrant Shares
upon any exercise of this Warrant. In lieu of any such fractional Warrant Share, Investor shall receive, at the Company’s election,
(i) an amount in cash equal to the same fraction of the current market value of a whole Warrant Share or (ii) a whole Warrant
Share, with the understanding that the Company cannot issue more Warrant Shares than the maximum number of Warrant Shares that the board
of the Company has been authorized to issue by the general meeting of the Company in connection with the issuance of the Warrants. As
used herein, current market value means, as of any particular date, the VWAP on the five Trading Day period immediately prior to (but
excluding) the applicable date of determination.



 


		6.	Transfer of Warrant.



 


		(a)	Subject to compliance with applicable securities laws, there are no restrictions on the transfer of the Warrant. This Warrant and
all rights hereunder are transferable, in whole or in part, upon surrender of this Warrant to the Company or the Warrant Agent. Upon such
surrender, the Company (or the Warrant Agent on behalf of the Company) shall promptly execute and deliver a new Warrant or Warrants in
the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in the instrument of assignment,
and shall promptly issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall
promptly be cancelled.



 


		(b)	Until any transfer of a Warrant is reflected in the Warrant Register, the Company may treat the Person in whose name such Warrant
is registered upon the Warrant Register as the absolute owner of such Warrant, for all purposes. Investor (and any transferee) may change
its address as shown on the Warrant Register by providing written notice (email being sufficient) to the Company and the Warrant Agent
requesting such change.



 


		7.	No Rights as Shareholder. Except as expressly set forth in this Warrant, a Warrant does
not entitle Investor to any of the rights of a shareholder of the Company, including, without limitation, the right to receive dividends,
or other distributions, exercise any preemptive rights to vote or to consent or to receive notice as a shareholder in respect of the meetings
of shareholders or the election of directors of the Company or any other matter. In addition, nothing contained in this Warrant shall
be construed as imposing any liabilities on Investor to purchase any securities (upon exercise of the Warrants or otherwise) or as a shareholder
of the Company, whether such liabilities are asserted by the Company or by creditors of the Company. Notwithstanding this Section 7,
the Company shall provide Investor with copies of the same notices and other information given to the shareholders of the Company generally,
contemporaneously with the giving thereof to the shareholders; provided that the Company shall not be obligated to provide such
information if it is filed with the Securities and Exchange Commission (the “SEC”) through EDGAR and available to the
public through the EDGAR system.



 






    	 	9	 



     


    

 


		8.	Filings. The Company shall use commercially reasonable efforts to assist and cooperate with Investor to the extent it is required
to make any governmental filings or obtain any governmental approvals prior to or in connection with any exercise of a Warrant (including,
without limitation, making any filings required to be made by the Company). All costs incurred in connection with this Section 8
(including, without limitation, the out-of-pocket costs incurred by the Company) shall be borne by the Company.



 


		9.	Notices. All notices and other communications from the Company or the Warrant Agent to Investor, or vice versa, shall be deemed
effectively given as hereinafter described (i) if given by personal delivery, then such notice shall be deemed given upon such delivery,
(ii) upon delivery, if delivered by e-mail (solely if receipt is confirmed, but excluding any automated reply, such as an out-of-office
notification), (iii) if given by mail, then such notice shall be deemed given upon the earlier of (A) receipt of such notice
by the recipient or (B) three days after such notice is deposited in first class mail, postage prepaid, and (iv) if given by
an internationally recognized overnight air courier, then such notice shall be deemed given one business day after delivery to such carrier.
All notices shall be addressed to the party to be notified at the address as follows:



 


If to the Company:


 


Lilium N.V.


c/o Lilium Aviation Inc.


2385 N.W. Executive Center Drive, Suite 300


Boca Raton, Florida 33431


Attn: Roger Franks


Email: roger.franks@lilium.com


 


with a copy (which shall not constitute
notice) to:


 


Ropes & Gray LLP


1211 Avenue of the Americas


New York, NY 10036-8704


Attn: Carl Marcellino


Email: carl.marcellino@ropesgray.com


 


Freshfields Bruckhaus Deringer US LLP


601 Lexington Avenue


New York, NY 10022


Attention: Valerie Ford Jacob


Email: valerie.jacob@freshfields.com


 






    	 	10	 



     


    

 


If to Continental Stock Transfer &
Trust Company, as Warrant Agent:


  


Continental Stock Transfer &
Trust Company


1 State Street, 30 FL


New York, New York 10004


Attn: Compliance Department


 


If to Investor:


 


[●]


 


		10.	Governing Law. This Warrant and any dispute arising out of or relating to this Warrant
shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to the conflict of laws
rules thereof to the extent that any such rules would require or permit the application of the laws of any other jurisdiction.



 


		11.	Waiver of Jury Trial. THE PARTIES HERETO VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT
ANY OF THEM MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS WARRANT OR
ANY OF THE DOCUMENTS, AGREEMENTS OR TRANSACTIONS CONTEMPLATED HEREBY.



 


		12.	No Impairment of Rights. The Company shall not, by amendment of its organizational documents or through any other means, avoid
or seek to avoid the observance or performance of any of the terms of this Warrant, and shall at all times assist in the carrying out
of all such terms and in the taking of all such actions as may be necessary or appropriate in order to protect the rights of Investor
against impairment.



 


		13.	Mutilated, Lost, Stolen or Destroyed Warrants. If any Warrant is mutilated, lost, stolen
or destroyed, the Company or the Warrant Agent will issue in exchange and substitution for and upon cancellation of the mutilated Warrant,
or in lieu of and substitution for the Warrant lost, stolen or destroyed, a new Warrant of like tenor and representing the same number
of Warrant Shares, but only upon receipt of evidence reasonably satisfactory to the Company or the Warrant Agent of such loss, theft or
destruction of such Warrant and indemnity or bond, if requested, also reasonably satisfactory to the Company or the Warrant Agent. In
such event, Investor shall also comply with such other reasonable regulations and pay such other reasonable charges as the Company
or the Warrant Agent may reasonably prescribe.



 


		14.	Acknowledgement. Investor acknowledges that the Company may, to the extent required by applicable law, rule or regulation,
publicly reference, or include as an exhibit a form of, this Warrant with the SEC in connection with a current or periodic report or a
registration statement; provided, however, that the Investor’s name and contact information shall not be included in such filing
or exhibit.



 


		15.	Warrant Agent. Continental Stock Transfer & Trust Company shall initially serve as warrant agent under this
Warrant (the “Warrant Agent”). Upon ten (10) days’ notice to Investor, the Company may appoint a new Warrant
Agent. Any corporation into which the Warrant Agent may be merged or any corporation resulting from any consolidation to which the Warrant
Agent shall be a party or any corporation to which the Warrant Agent transfers substantially all of its corporate trust or shareholder
services business shall be a successor Warrant Agent under this Warrant without any further act. Any such successor Warrant Agent shall
promptly cause notice of its succession as Warrant Agent to be mailed (by first class mail, postage prepaid) to Investor at Investor’s
address as provided in Section 9.



 






    	 	11	 



     


    

 


		16.	Severability. This Warrant shall be deemed severable, and the invalidity or unenforceability
of any term or provision hereof shall not affect the validity or enforceability of this Warrant or of any other term or provision hereof.
Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a
part of this Warrant a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.



 


		17.	Counterparts. This Agreement may be executed in any number of counterparts, including via electronic and facsimile transmission,
and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute
but one and the same instrument.



 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


 






    	 	12	 



     


    

 


IN WITNESS WHEREOF, the Company
has caused this Warrant to be duly executed by its authorized officer as of the date first indicated above.


 


	 	LILIUM N.V.
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 


 


Acknowledged by:


 


CONTINENTAL STOCK TRANSFER & TRUST
COMPANY, as Warrant Agent


 


	By:	 
	Name:	 
	Title:	 


 


[Signature
Page to Warrant]


 






     

     


    

 


SCHEDULE
1


 


FORM OF
EXERCISE NOTICE


 


NOTICE OF EXERCISE


 


[●] (“Investor”) elects
to purchase [●] Ordinary Shares A of Lilium N.V. (the “Company”), nominal value EUR 0.12 per share (the “Ordinary
Shares A”), pursuant to the terms of the attached Warrant, and tenders payment of the aggregate Exercise Price of the Ordinary
Shares A in full using the written wire instructions enclosed herewith (such wire instructions as may be amended from time to time by
written notice from the Company or the Warrant Agent to Investor).


 


Please issue in book-entry form the [●]
Ordinary Shares A in the name specified below or, if none is specified, the name of the undersigned:


 


	 
	Name
	 
	 
	 
	 
	(Address)





 


	INVESTOR:	 	[●] 
	 	 	 
	 	 	By:	        
	 	 	Name: 
	 	 	Title:
	 	 	Date:



 






     

     


    

 


WIRE INSTRUCTIONS


	Bank:
	 
	Account Name:
	 
	Account Number:
	 
	ABA Routing #:
	 
	SWIFT: