Exhibit 4.2


 


FORM OF WARRANT


 


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.


 


		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.



 






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		3.	Issuance of Securities; Registration:



 


Investor understands that this Warrant, as initially issued
by the Company, is offered and sold pursuant to the Registration Statement on Form F-3 (File No. 333-267719) filed with the
Securities and Exchange Commission on October 3, 2022 and declared effective by the Securities and Exchange Commission on October 12,
2022 (the “Registration Statement”). The Warrant has been issued under the Registration Statement and, as of the Original
Issue Date, the Warrant Shares are issuable under the Registration Statement. Accordingly, the Warrant and, assuming issuance pursuant
to the Registration Statement or an exchange meeting the requirements of Section 3(a)(9) of the Exchange Act (as defined below),
as in effect on the Original Issue Date, the Warrant Shares, are not “restricted securities” under 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 Investor 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.



 


		(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.



 






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		(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.



 






    8


     


    

 


		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.



 


		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


     


    

 


		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


 


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.



 






    10


     


    

 


		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.



 


		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.



 






    11


     


    

 


		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: