Exhibit 4.1


 


WARRANT
AGREEMENT


 


THIS WARRANT AGREEMENT
(this “Agreement”), dated as of January 6, 2021, is by and between VectoIQ Acquisition Corp. II, a Delaware
corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation,
as warrant agent (the “Warrant Agent” and, in its capacity as transfer agent, referred to herein as the
“Transfer Agent”).


 


WHEREAS, on January
6, 2021, the Company entered into a Unit Purchase Agreement with VectoIQ Holdings II, LLC, a Delaware limited liability company
(the “Sponsor”), pursuant to which the Sponsor agreed to purchase an aggregate of 900,000 units (the
“Private Placement Units”) at a purchase price of $10.00 per Private Placement Unit. Each Private Placement
Unit is comprised of one share of the Company’s Common Stock (as defined below) and one-fifth of one redeemable warrant (each
whole warrant, a “Private Placement Warrant”), bearing the legend set forth in Exhibit B hereto,
in a private placement transaction to occur simultaneously with the closing of the Offering. Each Private Placement Warrant entitles
the holder thereof to purchase one share of Common Stock (as defined below) at a price of $11.50 per share, subject to adjustment
as described herein;


 


WHEREAS, in order to finance the Company’s
transaction costs in connection with an intended initial merger, share exchange, asset acquisition, stock purchase, reorganization,
recapitalization or other similar business combination involving the Company and one or more businesses (a “Business
Combination”), the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors
may, but are not obligated to, loan the Company funds as the Company may require, of which up to $1,500,000 of such loans made
to the Company may be convertible into units at a price of $10.00 per unit (the “Working Capital Units”),
each Working Capital Unit comprised of one share of the Company’s Common Stock and one-fifth of one redeemable warrant (the
“Working Capital Warrants”);


 


WHEREAS, the Company
is engaged in an initial public offering (the “Offering”) of units of the Company’s equity securities,
each such unit comprised of one share of Class A common stock of the Company, par value $0.0001 per share (“Common
Stock”), and one-fifth of one redeemable Public Warrant (as defined below) (the “Public Units”
and together with the Private Placement Units and the Working Capital Units, the “Units”) and, in connection
therewith, has determined to issue and deliver 6,000,000 warrants (or up to 6,900,000 warrants if the Over-allotment Option (as
defined below) is exercised in full) to public investors in the Offering (the “Public Warrants” and,
together with the Private Placement Warrants and the Working Capital Warrants, the “Warrants”). Each
whole Warrant entitles the holder thereof to purchase one share of Common Stock for $11.50 per share, subject to adjustment as
described herein. Only whole Warrants are exercisable. A holder of the Public Warrants will not be able to exercise any fraction
of a Warrant;


 


WHEREAS, the Company
has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on
Form S-1 (File No. 333-251510) and a prospectus (the “Prospectus”), for the registration under the Securities
Act of 1933, as amended (the “Securities Act”), of the Public Units and the Public Warrants and the Common
Stock included in the Public Units;


 


WHEREAS, the Company
desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance,
registration, transfer, exchange, redemption and exercise of the Warrants;


 


WHEREAS, the Company
desires to provide for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised, and the
respective rights, limitation of rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants; and


 


WHEREAS, all acts and
things have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company and countersigned
by or on behalf of the Warrant Agent (if a physical certificate is issued), as provided herein, the valid, binding and legal obligations
of the Company, and to authorize the execution and delivery of this Agreement.


 


NOW, THEREFORE, in
consideration of the mutual agreements herein contained, the parties hereto agree as follows:


 






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1.            Appointment of Warrant Agent.


 


The Company hereby
appoints the Warrant Agent to act as agent for the Company for the Warrants, and the Warrant Agent hereby accepts such appointment
and agrees to perform the same in accordance with the terms and conditions set forth in this Agreement.


 


2.           Warrants.


 


2.1         Form of Warrant. Each Warrant shall initially be issued in registered form only.


 


2.2         Effect of Countersignature. If a physical certificate is issued, unless and until countersigned by the Warrant Agent
pursuant to this Agreement, a Warrant certificate shall be invalid and of no effect and may not be exercised by the holder thereof.


 


2.3         Registration.


 


2.3.1          
Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”) for the
registration of original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants in
book entry form, the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such
denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the Company. Ownership of beneficial
interests in the Public Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained
by institutions that have accounts with The Depository Trust Company (the “Depositary”) (such institution,
with respect to a Warrant in its account, a “Participant”).


 


If the Depositary subsequently
ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding
making other arrangements for book-entry settlement. In the event that the Public Warrants are not eligible for, or it is no longer
necessary to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the
Depositary to deliver to the Warrant Agent for cancellation each book-entry Public Warrant, and the Company shall instruct the
Warrant Agent to deliver to the Depositary definitive certificates in physical form evidencing such Warrants (“Definitive
Warrant Certificates”) which shall be in the form annexed hereto as Exhibit A.


 


Physical certificates,
if issued, shall be signed by, or bear the facsimile signature of, the President, the Chief Executive Officer, the Chief Financial
Officer, the Secretary or other principal officer of the Company. In the event the person whose facsimile signature has been placed
upon any Warrant shall have ceased to serve in the capacity in which such person signed the Warrant before such Warrant is issued,
it may be issued with the same effect as if he or she had not ceased to be such at the date of issuance.


 


2.3.2          
Registered Holder. Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant
Agent may deem and treat the person in whose name such Warrant is registered in the Warrant Register (the “Registered
Holder”) as the absolute owner of such Warrant and of each Warrant represented thereby (notwithstanding any notation
of ownership or other writing on any physical certificate made by anyone other than the Company or the Warrant Agent), for the
purpose of any exercise thereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by
any notice to the contrary.


 


2.4         Detachability
of Warrants. The Common Stock and Public Warrants comprising the Public Units shall begin separate trading on the 52nd
day following the date of the Prospectus or, if such 52nd day is not on a day, other than a Saturday, Sunday or federal
holiday, on which banks in New York City are generally open for normal business (a “Business Day”),
then on the immediately succeeding Business Day following such date, or earlier (the “Detachment
Date”) with the consent of Cowen and Company, LLC and Morgan Stanley & Co. LLC, as representatives of the
several underwriters, but in no event shall the Common Stock and the Public Warrants comprising the Public Units be
separately traded until (A) the Company has filed a Current Report on Form 8-K with the Commission containing an audited
balance sheet reflecting the receipt by the Company of the gross proceeds of the Offering, including the proceeds received by
the Company from the exercise by the underwriters of their right to purchase additional Public Units in the Offering (the
“Over-allotment Option”), if the Over-allotment Option is exercised prior to the filing of the
Current Report on Form 8-K, and (B) the Company issues a press release announcing when such separate trading shall begin.


 






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2.5         No Fractional Warrants Other Than as Part of Units. The Company shall not issue fractional Warrants other than as
part of the Units, each of which is comprised of one share of Common Stock and one-fifth of one Warrant. If, upon the detachment
of Warrants from the Units or otherwise, a holder of Warrants would be entitled to receive a fractional Warrant, the Company shall
round down to the nearest whole number the number of Warrants to be issued to such holder.


 


2.6         Private Placement Warrants; Working Capital Warrants. The Private Placement Warrants and the Working Capital Warrants
shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or their Permitted Transferees (as
defined below) the Private Placement Warrants and the Working Capital Warrants: (i) may be exercised for cash or on a “cashless
basis,” pursuant to subsection 3.3.1(c) hereof, (ii) including the shares of Common Stock issuable upon exercise of
the Private Placement Warrants or the Working Capital Warrants, may not be transferred, assigned or sold until the date that is
thirty (30) days after the completion by the Company of an initial Business Combination, and (iii) shall not be redeemable by the
Company; provided, however, that in the case of clause (ii), the Private Placement Warrants, the Working Capital
Warrants and any shares of Common Stock held by the Sponsor or its Permitted Transferees that are issued upon exercise of the Private
Placement Warrants or Working Capital Warrants may be transferred by the holders thereof:


 


(a)                
 to any persons or entities (including their affiliates and members) participating in the private placement of the
Private Placement Units;


 


(b)               
 to the Company’s directors or officers, any affiliates or family members of any of the Company’s directors
or officers, any members of the Sponsor or any affiliates of the Sponsor;


 


(c)                
in the case of an entity, as a distribution to its partners, stockholders or members upon liquidation;


 


(d)               
in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary
of which is a member of such individual’s immediate family, for estate planning purposes or to a charitable organization;


 


(e)                
in the case of an individual, by virtue of the laws of descent and distribution upon death of such individual;


 


(f)                 
in the case of an individual, pursuant to a qualified domestic relations order;


 


(g)               
by certain pledges to secure obligations incurred in connection with purchases of the Company’s securities;


 


(h)               
by private sales or transfers made in connection with the consummation of an initial Business Combination at prices no greater
than the price at which the securities were originally purchased;


 


(i)                 
in the event of the Company’s liquidation prior to consummation of the Company’s initial Business Combination;


 


(j)                 
to the Company for no value for cancellation in connection with the completion of its initial Business Combination; or


 


(k)               
in the event of the Company’s liquidation, merger, capital stock exchange, reorganization or other similar transaction
which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities
or other property subsequent to the Company’s completion of its initial Business Combination;


 


provided, however, that,
in each case of clauses (a) through (h), these transferees (the “Permitted Transferees”) must enter into
a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.


 






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3.            Terms and Exercise of Warrants.


 


3.1          Warrant Price. Each Warrant shall entitle the Registered Holder thereof, subject to the provisions of such Warrant
and of this Agreement, to purchase from the Company the number of shares of Common Stock stated therein, at the price of $11.50
per share, subject to the adjustments provided in Section 4 hereof and in the last sentence of this Section 3.1.
The term “Warrant Price” as used in this Agreement shall mean the price per share (including in cash
or by payment of Warrants pursuant to a “cashless exercise,” to the extent permitted hereunder) at which shares of
Common Stock may be purchased at the time a Warrant is exercised. The Company in its sole discretion may lower the Warrant Price
(including by allowing “cashless exercise”) at any time prior to the Expiration Date (as defined below) for a period
of not less than twenty (20) Business Days, provided, that the Company shall provide at least twenty (20) Business Days prior written
notice of such reduction to Registered Holders of the Warrants and, provided further that any such reduction shall be identical
among all of the Warrants.


 


3.2         Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”)
(A) commencing on the later of: (i) the date that is thirty (30) days after the first date on which the Company completes a Business
Combination, and (ii) the date that is twelve (12) months from the date of the closing of the Offering, and (B) terminating at
5:00 p.m., New York City time on the earliest to occur of (x) the date that is five (5) years after the date on which the Company
completes its initial Business Combination, (y) the liquidation of the Company in accordance with the Company’s amended and
restated certificate of incorporation, as amended from time to time, or (z) other than with respect to the Private Placement Warrants
and Working Capital Warrants to the extent then held by the Sponsor or its Permitted Transferees, the Redemption Date (as defined
below) as provided in Section 6.3 hereof (the “Expiration Date”); provided,
however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth
in subsection 3.3.2 below, with respect to an effective registration statement or a valid exemption therefrom being available.
Except with respect to the right to receive the Redemption Price (as defined below) (other than with respect to a Private Placement
Warrant or a Working Capital Warrant then held by the Sponsor or its Permitted Transferees) in the event of a redemption (as set
forth in Section 6 hereof), each Warrant (other than a Private Placement Warrant or a Working Capital Warrant then
held by the Sponsor or its Permitted Transferees in the event of a redemption) not exercised on or before the Expiration Date shall
become null and void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m.,
New York City time, on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying
the Expiration Date; provided, that the Company shall provide at least twenty (20) days prior written notice of any such
extension to Registered Holders of the Warrants and, provided further that any such extension shall be identical in duration among
all the Warrants.


 


3.3         Exercise of Warrants.


 


3.3.1          
Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered
Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing
the Warrants to be exercised, or, in the case of a Warrant represented by a book-entry, the Warrants to be exercised (the “Book-Entry
Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated
for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election
to Purchase”) any share of Common Stock pursuant to the exercise of a Warrant, properly completed and executed by
the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant, properly delivered
by the Participant in accordance with the Depositary’s procedures, and (iii) the payment in full of the Warrant Price for
each share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise
of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such shares of Common Stock, as
follows:


 


(a)                
in lawful money of the United States, in good certified check or wire payable to the Warrant Agent;


 


(b)                in
the event of a redemption pursuant to Section 6.1 hereof in which the Company’s board of directors (the
“Board”) has elected to require all holders of the Warrants to exercise such Warrants on a
“cashless basis,” by surrendering the Warrants for that number of shares of Common Stock equal to the lesser of
(A) the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants,
multiplied by the excess of the “Fair Market Value” (as defined in this subsection 3.3.1(b)) over the
Warrant Price by (y) the Fair Market Value and (B) 0.361. Solely for purposes of this subsection 3.3.1(b), Section
6.2 and Section 6.4, the “Fair Market Value” shall mean the average last reported
sale price of the Common Stock for the ten (10) trading days ending on the third trading day prior to the date on which the
notice of redemption is sent to the holders of the Warrants, pursuant to Section 6 hereof;


 






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(c)                
with respect to any Private Placement Warrant or Working Capital Warrant, so long as such Private Placement Warrant or Working
Capital Warrant is held by the Sponsor or its Permitted Transferees, by surrendering the Warrants for that number of shares of
Common Stock equal (i) if in connection with a redemption of Private Placement Warrants or Working Capital Warrants pursuant to
Section 6.2 hereof, as provided in Section 6.2 hereof with respect to a Make-Whole Exercise (as defined below) and
(ii) in all other scenarios, to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying
the Warrants, multiplied by the excess of the “Sponsor Exercise Fair Market Value”, as defined in this subsection
3.3.1(c), over the Warrant Price by (y) the Sponsor Exercise Fair Market Value. Solely for purposes of this subsection 3.3.1(c),
the “Sponsor Exercise Fair Market Value” shall mean the average last reported sale price of the Common
Stock for the ten (10) trading days ending on the third trading day prior to the date on which notice of exercise of the Private
Placement Warrant or Working Capital Warrant is sent to the Warrant Agent;


 


(d)               
on a cashless basis, as provided in Section 6.2 hereof with respect to a Make-Whole Exercise; or


 


(e)                
on a cashless basis, as provided in Section 7.4 hereof.


 


3.3.2          
Issuance of Shares of Common Stock upon Exercise. As soon as practicable after the exercise of any Warrant and the
clearance of the funds in payment of the Warrant Price (if payment is pursuant to subsection 3.3.1(a)), the Company shall
issue to the Registered Holder of such Warrant a book-entry position or certificate, as applicable, for the number of full shares
of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and
if such Warrant shall not have been exercised in full, a new book-entry position or countersigned Warrant, as applicable, for the
number of shares of Common Stock as to which such Warrant shall not have been exercised. Notwithstanding the foregoing, the Company
shall not be obligated to deliver any shares of Common Stock pursuant to the exercise of a Warrant and shall have no obligation
to settle such Warrant exercise unless (a) a registration statement under the Securities Act with respect to the shares of Common
Stock underlying the Public Warrants is then effective and (b) a prospectus relating thereto is current, subject to the Company’s
satisfying its obligations under Section 7.4 or a valid exemption from registration being available. No Warrant shall be
exercisable and the Company shall not be obligated to issue shares of Common Stock upon exercise of a Warrant unless the Common
Stock issuable upon such Warrant exercise has been registered, qualified or deemed to be exempt from registration or qualification
under the securities laws of the state of residence of the Registered Holder of the Warrants. Subject to Section 4.6 of
this Agreement, a Registered Holder of Public Warrants may exercise its Public Warrants only for a whole number of shares of Common
Stock. The Company may require holders of Public Warrants to settle the Warrant on a “cashless basis” pursuant to Section
7.4. If, by reason of any exercise of Warrants on a “cashless basis”, the holder of any Warrant would be entitled,
upon the exercise of such Warrant, to receive a fractional interest in a share of Common Stock, the Company shall round down to
the nearest whole number, the number of shares of Common Stock to be issued to such holder.


 


3.3.3          
Valid Issuance. All shares of Common Stock issued upon the proper exercise of a Warrant in conformity with this Agreement
shall be validly issued, fully paid and non-assessable.


 


3.3.4          
Date of Issuance. Each person in whose name any book-entry position or certificate, as applicable, for shares of
Common Stock is issued shall for all purposes be deemed to have become the holder of record of such shares of Common Stock on the
date on which the Warrant, or book-entry position representing such Warrant, was surrendered and payment of the Warrant Price was
made, irrespective of the date of delivery of such certificate in the case of a certificated Warrant, except that, if the date
of such surrender and payment is a date when the share transfer books of the Company or book-entry system of the Warrant Agent
are closed, such person shall be deemed to have become the holder of such shares of Common Stock at the close of business on the
next succeeding date on which the share transfer books or book-entry system are open.


 






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3.3.5           Maximum
Percentage. A holder of a Warrant may notify the Company in writing in the event he, she or it elects to be subject to
the provisions contained in this subsection 3.3.5; however, no holder of a Warrant shall be subject to this subsection
3.3.5 unless he, she or it makes such election. If the election is made by a holder, the Warrant Agent shall not effect
the exercise of the holder’s Warrant, and such holder shall not have the right to exercise such Warrant, to the extent
that after giving effect to such exercise, such person (together with such person’s affiliates), to the Warrant
Agent’s actual knowledge, would beneficially own in excess of 9.8% (or such other amount as a holder may specify) (the
“Maximum Percentage”) of the shares of Common Stock outstanding immediately after giving effect to
such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by
such person and his, her or its affiliates or any such other person or group shall include the number of shares of Common
Stock issuable upon exercise of the Warrant with respect to which the determination of such sentence is being made, but shall
exclude shares of Common Stock that would be issuable upon (x) exercise of the remaining, unexercised portion of the Warrant
beneficially owned by such person and his, her or its affiliates and (y) exercise or conversion of the unexercised or
unconverted portion of any other securities of the Company beneficially owned by such person and his, her or its affiliates
(including, without limitation, any convertible notes or convertible preferred stock or warrants) subject to a limitation on
conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for
purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”). For purposes of the Warrant, in determining
the number of outstanding shares of Common Stock, the holder may rely on the number of outstanding shares of Common Stock as
reflected in (1) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on
Form 8-K or other public filing with the Commission as the case may be, (2) a more recent public announcement by the Company
or (3) any other notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding.
For any reason at any time, upon the written request of the holder of the Warrant, the Company shall, within two (2) Business
Days, confirm orally and in writing to such holder the number of shares of Common Stock then outstanding. In any case, the
number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of equity
securities of the Company by the holder and his, her or its affiliates since the date as of which such number of outstanding
shares of Common Stock was reported. By written notice to the Company, the holder of a Warrant may from time to time increase
or decrease the Maximum Percentage applicable to such holder to any other percentage specified in such notice; provided, however,
that any such increase shall not be effective until the sixty-first (61st) day after such notice is delivered to the
Company.


 


4.            Adjustments.


 


4.1         Stock Dividends.


 


4.1.1          
Split-Ups. If after the date hereof, and subject to the provisions of Section 4.6 below, the number of outstanding
shares of Common Stock is increased by a stock capitalization or stock dividend payable in shares of Common Stock, or by a split-up
of shares of Common Stock or other similar event, then, on the effective date of such stock capitalization or stock dividend, split-up
or similar event, the number of shares of Common Stock issuable on exercise of each Warrant shall be increased in proportion to
such increase in the outstanding shares of Common Stock. A rights offering to holders of the Common Stock entitling holders to
purchase shares of Common Stock at a price less than the “Historical Fair Market Value” (as defined below) shall be
deemed a stock dividend of a number of shares of Common Stock equal to the product of (i) the number of shares of Common Stock
actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible
into or exercisable for the Common Stock) and (ii) one (1) minus the quotient of (x) the price per share of Common Stock paid in
such rights offering divided by (y) the Historical Fair Market Value. For purposes of this subsection 4.1.1, (i) if the
rights offering is for securities convertible into or exercisable for Common Stock, in determining the price payable for Common
Stock, there shall be taken into account any consideration received for such rights, as well as any additional amount payable upon
exercise or conversion and (ii) “Historical Fair Market Value” means the volume weighted average price of the Common
Stock as reported during the ten (10) trading day period ending on the trading day prior to the first date on which the shares
of Common Stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights.
No shares of Common Stock shall be issued at less than their par value.


 






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4.1.2           Extraordinary
Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend or make a
distribution in cash, securities or other assets to all or substantially all of the holders of the Common Stock on account of
such shares of Common Stock (or other shares of the Company’s capital stock into which the Warrants are convertible),
other than (a) as described in subsection 4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy
the redemption rights of the holders of the Common Stock in connection with a proposed initial Business Combination, (d) to
satisfy the redemption rights of the holders of Common Stock in connection with a stockholder vote to amend the
Company’s amended and restated certificate of incorporation to (i) modify the substance or timing of the
Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to
redeem 100% of the shares of Common Stock included in the Units sold in the Offering if the Company does not complete its
initial Business Combination within the time period set forth in the Company’s amended and restated certificate of
incorporation, as amended from time to time or (ii) with respect to any other provision relating to stockholders’
rights or pre-initial Business Combination activity or (e) in connection with the redemption of the shares of Common Stock
included in the Units sold in the Offering upon the failure of the Company to complete its initial Business Combination and
any subsequent distribution of its assets upon its liquidation (any such non-excluded event being referred to herein as an
“Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after
the effective date of such Extraordinary Dividend, by the amount of cash and/or the fair market value (as determined by the
Board in good faith) of any securities or other assets paid on each share of Common Stock in respect of such Extraordinary
Dividend. For purposes of this subsection 4.1.2, “Ordinary Cash Dividends” means any cash
dividend or cash distribution which, when combined on a per share basis with the per share amounts of all other cash
dividends and cash distributions paid on the Common Stock during the 365-day period ending on the date of declaration of such
dividend or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section
4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number
of shares of Common Stock issuable on exercise of each Warrant) does not exceed $0.50 (being 5% of the offering price of the
Units in the Offering).


 


4.2         Aggregation of Shares. If after the date hereof, and subject to the provisions of Section 4.6 hereof, the
number of outstanding shares of Common Stock is decreased by a consolidation, combination, reverse stock split or reclassification
of shares of Common Stock or other similar event, then, on the effective date of such consolidation, combination, reverse stock
split, reclassification or similar event, the number of shares of Common Stock issuable on exercise of each Warrant shall be decreased
in proportion to such decrease in outstanding shares of Common Stock.


 


4.3         Adjustments in Exercise Price.


 


4.3.1          
Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, the Warrant Price
shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x)
the numerator of which shall be the number of shares of Common Stock purchasable upon the exercise of the Warrants immediately
prior to such adjustment, and (y) the denominator of which shall be the number of shares of Common Stock so purchasable immediately
thereafter.


 


4.3.2          
If (x) the Company issues additional shares of Common Stock or securities convertible into or exercisable or exchangeable
for shares of Common Stock for capital raising purposes in connection with the closing of its initial Business Combination at an
issue price or effective issue price of less than $9.20 per share of Common Stock, with such issue price or effective issue price
to be determined in good faith by the Board (and in the case of any such issuance to the Sponsor or its affiliates, without taking
into account any shares of Class B common stock of the Company, par value $0.0001 per share (the “Class B common stock”),
held by the Sponsor or its affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”),
(y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon,
available for the funding of an initial Business Combination on the date of the consummation of such initial Business Combination
(net of redemptions), and (z) the volume weighted average trading price of the Common Stock during the twenty (20) trading day
period starting on the trading day prior to the day on which the Company consummates an initial Business Combination (such price,
the “Market Value”) is below $9.20 per share, the Warrant Price will be adjusted (to the nearest cent)
to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger prices
(as described in Section 6.1) will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value
and the Newly Issued Price.


 






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4.4         Replacement
of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of
Common Stock (other than a change under Section 4.1 or Section 4.2 hereof or that solely affects the par value
of such shares of Common Stock), or in the case of any merger or consolidation of the Company with or into another entity or
conversion of the Company as another entity (other than a consolidation or merger in which the Company is the continuing
corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or
in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an
entirety or substantially as an entirety in connection with which the Company is dissolved, the holders of the Warrants shall
thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants
and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise
of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash)
receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale
or transfer, that the holder of the Warrants would have received if such holder had exercised his, her or its Warrant(s)
immediately prior to such event (the “Alternative Issuance”); provided, however, that
(i) if the holders of the Common Stock were entitled to exercise a right of election as to the kind or amount of securities,
cash or other assets receivable upon such consolidation or merger, then the kind and amount of securities, cash or other
assets constituting the Alternative Issuance for which each Warrant shall become exercisable shall be deemed to be the
weighted average of the kind and amount received per share by the holders of the Common Stock in such consolidation or merger
that affirmatively make such election, and (ii) if a tender, exchange or redemption offer shall have been made to and
accepted by the holders of the Common Stock (other than a tender, exchange or redemption offer made by the Company in
connection with redemption rights held by stockholders of the Company as provided for in the Company’s amended and
restated certificate of incorporation or as a result of the repurchase of shares of Common Stock by the Company if a proposed
initial Business Combination is presented to the stockholders of the Company for approval) under circumstances in which, upon
completion of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning of
Rule 13d-5(b)(1) under the Exchange Act (or any successor rule)) of which such maker is a part, and together with any
affiliate or associate of such maker (within the meaning of Rule 12b-2 under the Exchange Act (or any successor rule)) and
any members of any such group of which any such affiliate or associate is a part, own beneficially (within the meaning of
Rule 13d-3 under the Exchange Act (or any successor rule)) more than 50% of the outstanding shares of Common Stock, the
holder of a Warrant shall be entitled to receive as the Alternative Issuance, the highest amount of cash, securities or other
property to which such holder would actually have been entitled as a stockholder if such Warrant holder had exercised the
Warrant prior to the expiration of such tender or exchange offer, accepted such offer and all of the Common Stock held by
such holder had been purchased pursuant to such tender or exchange offer, subject to adjustments (from and after the
consummation of such tender or exchange offer) as nearly equivalent as possible to the adjustments provided for in this Section
4; provided, further, that if less than 70% of the consideration receivable by the holders of the Common
Stock in the applicable event is payable in the form of common stock in the successor entity that is listed for trading on a
national securities exchange or is quoted in an established over-the-counter market, or is to be so listed for trading or
quoted immediately following such event, and if the Registered Holder properly exercises the Warrant within thirty (30) days
following the public disclosure of the consummation of such applicable event by the Company pursuant to a Current Report on
Form 8-K filed with the Commission, the Warrant Price shall be reduced by an amount (in dollars) (but in no event less than
zero) equal to the difference of (i) the Warrant Price in effect prior to such reduction minus (ii) (A) the Per Share
Consideration (as defined below) minus (B) the Black-Scholes Warrant Value (as defined below). The “Black-Scholes
Warrant Value” means the value of a Warrant immediately prior to the consummation of the applicable event based
on the Black-Scholes Warrant Model for a Capped American Call on Bloomberg Financial Markets
(“Bloomberg”). For purposes of calculating such amount, (1) Section 6 of this Agreement
shall be taken into account, (2) the price of each share of Common Stock shall be the volume weighted average price of the
Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the effective date of the
applicable event, (3) the assumed volatility shall be the 90 day volatility obtained from the HVT function on Bloomberg
determined as of the trading day immediately prior to the day of the announcement of the applicable event, and (4) the
assumed risk-free interest rate shall correspond to the U.S. Treasury rate for a period equal to the remaining term of the
Warrant. “Per Share Consideration” means (i) if the consideration paid to holders of the Common
Stock consists exclusively of cash, the amount of such cash per share of Common Stock, and (ii) in all other cases, the
volume weighted average price of the Common Stock as reported during the ten (10) trading day period ending on the trading
day prior to the effective date of the applicable event. If any reclassification or reorganization also results in a change
in shares of Common Stock covered by subsection 4.1.1, then such adjustment shall be made pursuant to subsection
4.1.1 or Sections 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4
shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.
In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.


 






    8 


     


    

 





4.5          Notices of Changes in Warrant. Upon every adjustment of the Warrant Price or the number of shares of Common Stock
issuable upon exercise of a Warrant, the Company shall give written notice thereof to the Warrant Agent, which notice shall state
the Warrant Price resulting from such adjustment and the increase or decrease, if any, in the number of shares of Common Stock
purchasable at such price upon the exercise of a Warrant, setting forth in reasonable detail the method of calculation and the
facts upon which such calculation is based. Upon the occurrence of any event specified in Sections 4.1, 4.2, 4.3
or 4.4, the Company shall give written notice of the occurrence of such event to each holder of a Warrant, at the last address
set forth for such holder in the Warrant Register, of the record date or the effective date of the event. Failure to give such
notice, or any defect therein, shall not affect the legality or validity of such event.


 


4.6         No Fractional Shares. Notwithstanding any provision contained in this Agreement to the contrary, the Company shall
not issue fractional shares of Common Stock upon the exercise of Warrants. If, by reason of any adjustment made pursuant to this
Section 4, the holder of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest
in a share, the Company shall, upon such exercise, round down to the nearest whole number the number of shares of Common Stock
to be issued to such holder.


 


4.7         Form of Warrant. The form of Warrant need not be changed because of any adjustment pursuant to this Section 4,
and Warrants issued after such adjustment may state the same Warrant Price and the same number of shares of Common Stock as is
stated in the Warrants initially issued pursuant to this Agreement; provided, however, that the Company may at any time in its
sole discretion make any change in the form of Warrant that the Company may deem appropriate and that does not affect the substance
thereof, and any Warrant thereafter issued or countersigned, whether in exchange or substitution for an outstanding Warrant or
otherwise, may be in the form as so changed.


 


4.8         Other Events. In case any event shall occur affecting the Company as to which none of the provisions of the preceding
subsections of this Section 4 are strictly applicable, but which would require an adjustment to the terms of the Warrants
in order to (i) avoid an adverse impact on the Warrants and (ii) effectuate the intent and purpose of this Section 4, then,
in each such case, the Company shall appoint a firm of independent registered public accountants, investment banking or other appraisal
firm of recognized national standing, which shall give its opinion as to whether or not any adjustment to the rights represented
by the Warrants is necessary to effectuate the intent and purpose of this Section 4 and, if they determine that an adjustment
is necessary, the terms of such adjustment; provided, however, that under no circumstances shall the Warrants be
adjusted pursuant to this Section 4.8 as a result of any issuance of securities in connection with a Business Combination.
The Company shall adjust the terms of the Warrants in a manner that is consistent with any adjustment recommended in such opinion.


 


4.9         No Adjustment. For the avoidance of doubt, no adjustment shall be made to the terms of the Warrants solely as a result
of an adjustment to the conversion ratio of the Class B common stock into shares of Common Stock or the conversion of the shares
of Class B common stock into shares of Common Stock, in each case, pursuant to the Company’s amended and restated certificate
of incorporation, as further amended from time to time.


 


5.            Transfer and Exchange of Warrants.


 


5.1         Registration of Transfer. The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant
upon the Warrant Register, upon surrender of such Warrant for transfer, in the case of certificated Warrants, properly endorsed
with signatures properly guaranteed and accompanied by appropriate instructions for transfer. Upon any such transfer, a new Warrant
representing an equal aggregate number of Warrants shall be issued and the old Warrant shall be cancelled by the Warrant Agent.
In the case of certificated Warrants, the Warrants so cancelled shall be delivered by the Warrant Agent to the Company from time
to time upon request.


 


5.2         Procedure
for Surrender of Warrants. Warrants may be surrendered to the Warrant Agent, together with a written request for exchange
or transfer, and thereupon the Warrant Agent shall issue in exchange therefor one or more new Warrants as requested by the
Registered Holder of the Warrants so surrendered, representing an equal aggregate number of Warrants; provided, however, that
except as otherwise provided herein or with respect to any Book-Entry Warrant, each Book-Entry Warrant may be transferred
only in whole and only to the Depositary, to another nominee of the Depositary, to a successor depository, or to a nominee of
a successor depository; provided further, however that in the event that a Warrant surrendered for transfer bears a
restrictive legend (as in the case of the Private Placement Warrants), the Warrant Agent shall not cancel such Warrant and
issue new Warrants in exchange thereof until the Warrant Agent has received an opinion of counsel for the Company stating
that such transfer may be made and indicating whether the new Warrants must also bear a restrictive legend.


 






    9 


     


    

 


5.3         Fractional Warrants. The Warrant Agent shall not be required to effect any registration of transfer or exchange which
shall result in the issuance of a warrant certificate or book-entry position for a fraction of a warrant, except as part of the
Units.


 


5.4         Service Charges. No service charge shall be made for any exchange or registration of transfer of Warrants.


 


5.5         Warrant Execution and Countersignature. The Warrant Agent is hereby authorized to countersign and to deliver, in
accordance with the terms of this Agreement, the Warrants required to be issued pursuant to the provisions of this Section 5,
and the Company, whenever required by the Warrant Agent, shall supply the Warrant Agent with Warrants duly executed on behalf of
the Company for such purpose.


 


5.6         Transfer of Warrants. Prior to the Detachment Date, the Public Warrants may be transferred or exchanged only together
with the Unit in which such Warrant is included, and only for the purpose of effecting, or in conjunction with, a transfer or exchange
of such Unit. Furthermore, each transfer of a Unit on the register relating to such Units shall operate also to transfer the Warrants
included in such Unit. Notwithstanding the foregoing, the provisions of this Section 5.6 shall have no effect on any transfer
of Warrants on and after the Detachment Date.


 


6.           Redemption.


 


6.1         Redemption of Warrants When the Price per Share of Common Stock Equals or Exceeds $18.00. Subject to Section 6.5
hereof, not less than all of the outstanding Warrants may be redeemed, at the option of the Company, at any time during the Exercise
Period, at the office of the Warrant Agent, upon notice to the Registered Holders of the Warrants, as described in Section 6.3
below, at a Redemption Price of $0.01 per Warrant, provided that (a) the Reference Value (as defined below) equals or exceeds $18.00
per share (subject to adjustment in compliance with Section 4 hereof) and (b) there is an effective registration statement
covering the issuance of the shares of Common Stock issuable upon exercise of the Warrants, and a current prospectus relating thereto,
available throughout the 30-day Redemption Period (as defined in Section 6.3 below) or the Company has elected to require
the exercise of the Warrants on a “cashless basis” pursuant to subsection 3.3.1.


 


6.2         Redemption of Warrants When the Price per Share of Common Stock Equals or Exceeds $10.00. Subject to Section 6.5
hereof, not less than all of the outstanding Warrants may be redeemed, at the option of the Company, at any time during the Exercise
Period, at the office of the Warrant Agent, upon notice to the Registered Holders of the Warrants, as described in Section 6.3
below, at a Redemption Price of $0.10 per Warrant, provided that (a) the Reference Value equals or exceeds $10.00 per share (subject
to adjustment in compliance with Section 4 hereof) and (b) there is an effective registration statement covering the issuance
of the shares of Common Stock issuable upon exercise of the Warrants, and a current prospectus relating thereto, available throughout
the 30-day Redemption Period (as defined in Section 6.3 below). During the 30-day Redemption Period in connection with a
redemption pursuant to this Section 6.2, Registered Holders of the Warrants may elect to exercise their Warrants on a “cashless
basis” pursuant to subsection 3.3.1 and receive a number of shares of Common Stock determined by reference to the
table below, based on the Redemption Date (calculated for purposes of the table as the period to expiration of the Warrants) and
the Fair Market Value of the Common Stock (as such term is defined in Section 3.3.1(b)) (a “Make-Whole Exercise”).


 






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	 	 	Fair Market Value of Our Common Stock	 
	Redemption Date (period to expiration

 of warrants)	 	≤$10.00	 	 	$11.00	 	 	$12.00	 	 	$13.00	 	 	$14.00	 	 	$15.00	 	 	$16.00	 	 	$17.00	 	 	≥$18.00	 
	60 months	 	 	0.261	 	 	 	0.281	 	 	 	0.297	 	 	 	0.311	 	 	 	0.324	 	 	 	0.337	 	 	 	0.348	 	 	 	0.358	 	 	 	0.361	 
	57 months	 	 	0.257	 	 	 	0.277	 	 	 	0.294	 	 	 	0.310	 	 	 	0.324	 	 	 	0.337	 	 	 	0.348	 	 	 	0.358	 	 	 	0.361	 
	54 months	 	 	0.252	 	 	 	0.272	 	 	 	0.291	 	 	 	0.307	 	 	 	0.322	 	 	 	0.335	 	 	 	0.347	 	 	 	0.357	 	 	 	0.361	 
	51 months	 	 	0.246	 	 	 	0.268	 	 	 	0.287	 	 	 	0.304	 	 	 	0.320	 	 	 	0.333	 	 	 	0.346	 	 	 	0.357	 	 	 	0.361	 
	48 months	 	 	0.241	 	 	 	0.263	 	 	 	0.283	 	 	 	0.301	 	 	 	0.317	 	 	 	0.332	 	 	 	0.344	 	 	 	0.356	 	 	 	0.361	 
	45 months	 	 	0.235	 	 	 	0.258	 	 	 	0.279	 	 	 	0.298	 	 	 	0.315	 	 	 	0.330	 	 	 	0.343	 	 	 	0.356	 	 	 	0.361	 
	42 months	 	 	0.228	 	 	 	0.252	 	 	 	0.274	 	 	 	0.294	 	 	 	0.312	 	 	 	0.328	 	 	 	0.342	 	 	 	0.355	 	 	 	0.361	 
	39 months	 	 	0.221	 	 	 	0.246	 	 	 	0.269	 	 	 	0.290	 	 	 	0.309	 	 	 	0.325	 	 	 	0.340	 	 	 	0.354	 	 	 	0.361	 
	36 months	 	 	0.213	 	 	 	0.239	 	 	 	0.263	 	 	 	0.285	 	 	 	0.305	 	 	 	0.323	 	 	 	0.339	 	 	 	0.353	 	 	 	0.361	 
	33 months	 	 	0.205	 	 	 	0.232	 	 	 	0.257	 	 	 	0.280	 	 	 	0.301	 	 	 	0.320	 	 	 	0.337	 	 	 	0.352	 	 	 	0.361	 
	30 months	 	 	0.196	 	 	 	0.224	 	 	 	0.250	 	 	 	0.274	 	 	 	0.297	 	 	 	0.316	 	 	 	0.335	 	 	 	0.351	 	 	 	0.361	 
	27 months	 	 	0.185	 	 	 	0.214	 	 	 	0.242	 	 	 	0.268	 	 	 	0.291	 	 	 	0.313	 	 	 	0.332	 	 	 	0.350	 	 	 	0.361	 
	24 months	 	 	0.173	 	 	 	0.204	 	 	 	0.233	 	 	 	0.260	 	 	 	0.285	 	 	 	0.308	 	 	 	0.329	 	 	 	0.348	 	 	 	0.361	 
	21 months	 	 	0.161	 	 	 	0.193	 	 	 	0.223	 	 	 	0.252	 	 	 	0.279	 	 	 	0.304	 	 	 	0.326	 	 	 	0.347	 	 	 	0.361	 
	18 months	 	 	0.146	 	 	 	0.179	 	 	 	0.211	 	 	 	0.242	 	 	 	0.271	 	 	 	0.298	 	 	 	0.322	 	 	 	0.345	 	 	 	0.361	 
	15 months	 	 	0.130	 	 	 	0.164	 	 	 	0.197	 	 	 	0.230	 	 	 	0.262	 	 	 	0.291	 	 	 	0.317	 	 	 	0.342	 	 	 	0.361	 
	12 months	 	 	0.111	 	 	 	0.146	 	 	 	0.181	 	 	 	0.216	 	 	 	0.250	 	 	 	0.282	 	 	 	0.312	 	 	 	0.339	 	 	 	0.361	 
	9 months	 	 	0.090	 	 	 	0.125	 	 	 	0.162	 	 	 	0.199	 	 	 	0.237	 	 	 	0.272	 	 	 	0.305	 	 	 	0.336	 	 	 	0.361	 
	6 months	 	 	0.065	 	 	 	0.099	 	 	 	0.137	 	 	 	0.178	 	 	 	0.219	 	 	 	0.259	 	 	 	0.296	 	 	 	0.331	 	 	 	0.361	 
	3 months	 	 	0.034	 	 	 	0.065	 	 	 	0.104	 	 	 	0.150	 	 	 	0.197	 	 	 	0.243	 	 	 	0.286	 	 	 	0.326	 	 	 	0.361	 
	0 months	 	 	—	 	 	 	—	 	 	 	0.042	 	 	 	0.115	 	 	 	0.179	 	 	 	0.233	 	 	 	0.281	 	 	 	0.323	 	 	 	0.361	 

  





The exact Redemption
Fair Market Value and Redemption Date may not be set forth in the table above, in which case, if the Redemption Fair Market Value
is between two values in the table or the Redemption Date is between two redemption dates in the table, the number of shares of
Common Stock to be issued for each Warrant exercised in a Make-Whole Exercise will be determined by a straight-line interpolation
between the number of shares set forth for the higher and lower Redemption Fair Market Values and the earlier and later redemption
dates, as applicable, based on a 365- or 366-day year, as applicable.


 


The stock prices set forth in the column
headings of the table above shall be adjusted as of any date on which the number of shares issuable upon exercise of a Warrant
is adjusted pursuant to Section 4 hereof. In the event of a Warrant Price adjustment pursuant to Section 4.3.1, the
adjusted stock prices in the column headings shall equal the stock prices immediately prior to such adjustment, multiplied by a
fraction, the numerator of which is the number of shares deliverable upon exercise of a Warrant immediately prior to such adjustment
and the denominator of which is the number of shares deliverable upon exercise of a Warrant as so adjusted. The number of shares
in the table above shall be adjusted in the same manner and at the same time as the number of shares issuable upon exercise of
a Warrant. In no event will the number of shares issued in connection with a Make-Whole Exercise exceed 0.361 shares of Common
Stock per Warrant (subject to adjustment).


 


6.3         Date Fixed for, and Notice of, Redemption; Redemption Price; Reference Value. In the event that the Company elects
to redeem the Warrants, pursuant to Sections 6.1 or 6.2, the Company shall fix a date for the redemption (the “Redemption
Date”). Notice of redemption shall be mailed by first class mail, postage prepaid, by the Company not less than thirty
(30) days prior to the Redemption Date (the “30-day Redemption Period”) to the Registered Holders of
the Warrants to be redeemed at their last addresses as they shall appear on the registration books. Any notice mailed in the manner
herein provided shall be conclusively presumed to have been duly given whether or not the Registered Holder received such notice.
As used in this Agreement, (a) “Redemption Price” shall mean the price per Warrant at which any Warrants
are redeemed pursuant to Sections 6.1 or 6.2 and (b) “Reference Value” shall mean the last
reported sales price of the shares of Common Stock for any twenty (20) trading days within the thirty (30) trading-day period ending
on the third trading day prior to the date on which notice of the redemption is given.


 






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6.4          Exercise After Notice of Redemption. The Warrants may be exercised, for cash (or on a “cashless basis”
in accordance with subsection 3.3.1(b) or Section 6.2 of this Agreement) at any time after notice of redemption shall
have been given by the Company pursuant to Section 6.3 hereof and prior to the Redemption Date. In the event that the Company
determines to require all holders of Warrants to exercise their Warrants on a “cashless basis” pursuant to subsection
3.3.1, the notice of redemption shall contain the information necessary to calculate the number of shares of Common Stock to
be received upon exercise of the Warrants, including the Fair Market Value (as such term is defined in subsection 3.3.1(b)
hereof) in such case. On and after the Redemption Date, the record holder of the Warrants shall have no further rights except to
receive, upon surrender of the Warrants, the Redemption Price.


 


6.5         Exclusion of Private Placement Warrants; Working Capital Warrants. The Company agrees that the redemption rights
provided in Sections 6.1 and 6.2 hereof shall not apply to the Private Placement Warrants or the Working Capital
Warrants if at the time of the redemption such Private Placement Warrants or Working Capital Warrants continue to be held by the
Sponsor or its Permitted Transferees. However, once such Private Placement Warrants or Working Capital Warrants are transferred
(other than to Permitted Transferees in accordance with Section 2.6 hereof), the Company may redeem the Private Placement
Warrants and the Working Capital Warrants pursuant to Sections 6.1 or 6.2 hereof, provided that the criteria for
redemption are met, including the opportunity of the holder of such Private Placement Warrants or Working Capital Warrants to exercise
the Private Placement Warrants or Working Capital Warrants prior to redemption pursuant to Section 6.4 hereof. Private Placement
Warrants that are transferred to persons other than Permitted Transferees shall upon such transfer cease to be Private Placement
Warrants and Working Capital Warrants that are transferred to persons other than Permitted Transferees shall, upon such transfer,
cease to be Private Placement Warrants and Working Capital Warrants, and shall become Public Warrants under this Agreement, including
for purposes of Section 9.8 hereof.


 


7.           Other Provisions Relating to Rights of Holders of Warrants.


 


7.1         No Rights as Stockholder. A Warrant does not entitle the Registered Holder thereof to any of the rights of a stockholder
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 stockholder in respect of the meetings of stockholders or the election of
directors of the Company or any other matter.


 


7.2         Lost, Stolen, Mutilated, or Destroyed Warrants. If any Warrant is lost, stolen, mutilated, or destroyed, the Company
and the Warrant Agent may on such terms as to indemnity or otherwise as they may in their discretion impose (which shall, in the
case of a mutilated Warrant, include the surrender thereof), issue a new Warrant of like denomination, tenor, and date as the Warrant
so lost, stolen, mutilated, or destroyed. Any such new Warrant shall constitute a substitute contractual obligation of the Company,
whether or not the allegedly lost, stolen, mutilated, or destroyed Warrant shall be at any time enforceable by anyone.


 


7.3         Reservation of Common Stock. The Company shall at all times reserve and keep available a number of its authorized
but unissued shares of Common Stock that shall be sufficient to permit the exercise in full of all outstanding Warrants issued
pursuant to this Agreement.


 






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7.4         Registration of Common Stock; Cashless Exercise at Company’s Option.


 


7.4.1           Registration
of the Common Stock. The Company agrees that as soon as practicable, but in no event later than twenty (20) Business Days
after the closing of its initial Business Combination, it shall use its commercially reasonable efforts to file with the
Commission a registration statement for the registration, under the Securities Act, of the shares of Common Stock issuable
upon exercise of the Warrants. The Company shall use its best efforts to cause the same to become effective and to maintain
the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration or
redemption of the Warrants in accordance with the provisions of this Agreement. If any such registration statement has not
been declared effective by the ninetieth (90th) Business Day following the closing of the Business Combination,
holders of the Warrants shall have the right, during the period beginning on the ninety-first (91st) Business Day
after the closing of the Business Combination and ending upon such registration statement being declared effective by the
Commission, and during any other period when the Company shall fail to have maintained an effective registration statement
covering the shares of Common Stock issuable upon exercise of the Warrants, to exercise such Warrants on a “cashless
basis,” pursuant to subsection 3.3.1, by exchanging the Warrants (in accordance with Section 3(a)(9) of the
Securities Act (or any successor rule) or another exemption) for that number of shares of Common Stock equal to the lesser of
(A) the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants,
multiplied by the excess of the “Fair Market Value” (as defined below) over the Warrant Price by (y) the Fair
Market Value and (B) 0.361. Solely for purposes of this subsection 7.4.1, “Fair Market
Value” shall mean the volume-weighted average price of the Common Stock as reported during the ten (10) trading
day period ending on the trading day prior to the date that notice of exercise is received by the Warrant Agent from the
holder of such Warrants or his, her or its securities broker or intermediary. The date that notice of cashless exercise is
received by the Warrant Agent shall be conclusively determined by the Warrant Agent. In connection with the “cashless
exercise” of a Public Warrant, the Company shall, upon request, provide the Warrant Agent with an opinion of counsel
for the Company (which shall be an outside law firm with securities law experience) stating that (i) the exercise of the
Warrants on a cashless basis in accordance with this subsection 7.4.1 is not required to be registered under the
Securities Act and (ii) the shares of Common Stock issued upon such exercise shall be freely tradable under United States
federal securities laws by anyone who is not an affiliate (as such term is defined in Rule 144 under the Securities Act (or
any successor statute)) of the Company and, accordingly, shall not be required to bear a restrictive legend. Except as
provided in subsection 7.4.2, for the avoidance of doubt, unless and until all of the Warrants have been exercised or
have expired, the Company shall continue to be obligated to comply with its registration obligations under the first three
sentences of this subsection 7.4.1.


 


7.4.2          
Cashless Exercise at Company’s Option. If the Common Stock is at the time of any exercise of a Warrant not
listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section
18(b)(1) of the Securities Act (or any successor statute), the Company may, at its option, (i) require holders of Public Warrants
who exercise Public Warrants to exercise such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9)
of the Securities Act (or any successor statute) as described in subsection 7.4.1 and (ii) in the event the Company so elects,
the Company shall (x) not be required to file or maintain in effect a registration statement for the registration, under the Securities
Act, of the Common Stock issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary and
(y) use its commercially reasonable efforts to register or qualify for sale the Common Stock issuable upon exercise of the Public
Warrant under applicable blue sky laws of the state of residence of the holder to the extent an exemption is not available.


 


8.           Concerning the Warrant Agent and Other Matters.


 


8.1         Payment of Taxes. The Company shall from time to time promptly pay all taxes and charges that may be imposed upon
the Company or the Warrant Agent in respect of the issuance or delivery of shares of Common Stock upon the exercise of the Warrants,
but the Company shall not be obligated to pay any transfer taxes in respect of the Warrants or such shares of Common Stock.


 


8.2         Resignation, Consolidation, or Merger of Warrant Agent.


 


8.2.1           Appointment
of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be
discharged from all further duties and liabilities hereunder after giving sixty (60) days’ notice in writing to the
Company. If the office of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company
shall appoint in writing a successor Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such
appointment within a period of thirty (30) days after it has been notified in writing of such resignation or incapacity by
the Warrant Agent or by the holder of a Warrant (who shall, with such notice, submit his, her or its Warrant for inspection
by the Company), then the holder of any Warrant may apply to the Supreme Court of the State of New York for the County of New
York for the appointment of a successor Warrant Agent at the Company’s cost. Any successor Warrant Agent, whether
appointed by the Company or by such court, shall be a corporation organized and existing under the laws of the State of New
York, in good standing and having its principal office in the Borough of Manhattan, City and State of New York, and
authorized under such laws to exercise corporate trust powers and subject to supervision or examination by federal or state
authority. After appointment, any successor Warrant Agent shall be vested with all the authority, powers, rights, immunities,
duties, and obligations of its predecessor Warrant Agent with like effect as if originally named as Warrant Agent hereunder,
without any further act or deed; but if for any reason it becomes necessary or appropriate, the predecessor Warrant Agent
shall execute and deliver, at the expense of the Company, an instrument transferring to such successor Warrant Agent all the
authority, powers, and rights of such predecessor Warrant Agent hereunder; and upon request of any successor Warrant Agent
the Company shall make, execute, acknowledge, and deliver any and all instruments in writing for more fully and effectually
vesting in and confirming to such successor Warrant Agent all such authority, powers, rights, immunities, duties, and
obligations.


 






    13 


     


    

 


8.2.2          
Notice of Successor Warrant Agent. In the event a successor Warrant Agent shall be appointed, the Company shall give
notice thereof to the predecessor Warrant Agent and the Transfer Agent for the Common Stock not later than the effective date of
any such appointment.


 


8.2.3          
Merger or Consolidation of Warrant Agent. Any corporation into which the Warrant Agent may be merged or with which
it may be consolidated or any corporation resulting from any merger or consolidation to which the Warrant Agent shall be a party
shall be the successor Warrant Agent under this Agreement without any further act.


 


8.3         Fees and Expenses of Warrant Agent.


 


8.3.1          
Remuneration. The Company agrees to pay the Warrant Agent reasonable remuneration for its services as such Warrant
Agent hereunder and shall, pursuant to its obligations under this Agreement, reimburse the Warrant Agent upon demand for all expenditures
that the Warrant Agent may reasonably incur in the execution of its duties hereunder.


 


8.3.2          
Further Assurances. The Company agrees to perform, execute, acknowledge, and deliver or cause to be performed, executed,
acknowledged, and delivered all such further and other acts, instruments, and assurances as may reasonably be required by the Warrant
Agent for the carrying out or performing of the provisions of this Agreement.


 


8.4         Liability of Warrant Agent.


 


8.4.1          
Reliance on Company Statement. Whenever in the performance of its duties under this Agreement, the Warrant Agent
shall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering
any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed
to be conclusively proved and established by a statement signed by the President, the Chief Executive Officer, the Chief Financial
Officer, the Secretary or the Chairman of the Board of the Company and delivered to the Warrant Agent. The Warrant Agent may rely
upon such statement for any action taken or suffered in good faith by it pursuant to the provisions of this Agreement.


 


8.4.2          
Indemnity. The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct, fraud
or bad faith. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including
judgments, out-of-pocket costs and reasonable outside counsel fees, for anything done or omitted by the Warrant Agent in the execution
of this Agreement, except as a result of the Warrant Agent’s gross negligence, willful misconduct, fraud or bad faith.


 


8.4.3          
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with
respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible
for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall
not be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner,
method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment;
nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any
shares of Common Stock to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock shall,
when issued, be valid and fully paid and non-assessable.


 


8.5         Acceptance of Agency. The Warrant Agent hereby accepts the agency established by this Agreement and agrees to perform
the same upon the terms and conditions herein set forth and among other things, shall account promptly to the Company with respect
to Warrants exercised and concurrently account for, and pay to the Company, all monies received by the Warrant Agent for the purchase
of shares of Common Stock through the exercise of the Warrants.


 






    14 


     


    

 





8.6          Waiver. The Warrant Agent has no right of set-off or any other right, title, interest or claim of any kind (“Claim”)
in, or to any distribution of, the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of
the date hereof, by and between the Company and the Warrant Agent as trustee thereunder) and hereby agrees not to seek recourse,
reimbursement, payment or satisfaction for any Claim against the Trust Account for any reason whatsoever. The Warrant Agent hereby
waives any and all Claims against the Trust Account and any and all rights to seek access to the Trust Account.


 


9.           Miscellaneous Provisions.


 


9.1         Successors. All the covenants and provisions of this Agreement by or for the benefit of the Company or the Warrant
Agent shall bind and inure to the benefit of their respective successors and assigns.


 


9.2         Notices. Any notice, statement or demand authorized by this Agreement to be given or made by the Warrant Agent or
by the holder of any Warrant to or on the Company shall be sufficiently given when so delivered if by hand or overnight delivery
or if sent by certified mail or private courier service within five (5) days after deposit of such notice, postage prepaid, addressed
(until another address is filed in writing by the Company with the Warrant Agent), as follows:


 


VectoIQ Acquisition Corp. II

1354 Flagler Drive

Mamaroneck, New York 10543

Attn:      Stephen Girsky, CEO

Email:    sgirsky@vectoiq.com


 


Any notice, statement or demand authorized
by this Agreement to be given or made by the holder of any Warrant or by the Company to or on the Warrant Agent shall be sufficiently
given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five (5)
days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Warrant Agent with
the Company), as follows:


 


Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, NY 10004

Attn:      Compliance Department


 


With a copy in each case to:


 


Greenberg Traurig, LLP

1750 Tysons Boulevard, Suite 1000

McLean, VA 22102

Attn:      Alan I. Annex and Jason T. Simon, Esq.

Email:    annexa@gtlaw.com and simonj@gtlaw.com


 


9.3         Applicable Law. The validity, interpretation, and performance of this Agreement and of the Warrants shall be governed
in all respects by the laws of the State of New York, without giving effect to conflicts of law principles that would result in
the application of the substantive laws of another jurisdiction. The Company hereby agrees that any action, proceeding or claim
against it arising out of or relating in any way to this Agreement may be brought and enforced in the courts of the State of New
York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction. The
Company hereby waives any objection to such jurisdiction and that such courts represent an inconvenient forum.


 


9.4         Persons Having Rights under this Agreement. Nothing in this Agreement shall be construed to confer upon, or give
to, any person or corporation other than the parties hereto and the Registered Holders of the Warrants any right, remedy, or claim
under or by reason of this Agreement or of any covenant, condition, stipulation, promise, or agreement hereof. All covenants, conditions,
stipulations, promises, and agreements contained in this Agreement shall be for the sole and exclusive benefit of the parties hereto
and their successors and assigns and of the Registered Holders of the Warrants.


 









    15 


     


    

 



 


9.5             Examination
of the Warrant Agreement. A copy of this Agreement shall be available at all reasonable times at the office of the Warrant
Agent in the Borough of Manhattan, City and State of New York, for inspection by the Registered Holder of any Warrant. The Warrant
Agent may require any such holder to submit such holder’s Warrant for inspection by the Warrant Agent.


 


9.6             Counterparts;
Electronic Signatures. This Agreement may be executed in any number of original or facsimile counterparts 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. A signature to this Agreement transmitted electronically shall have the same authority, effect, and enforceability
as an original signature.


 


9.7             Effect
of Headings. The section headings herein are for convenience only and are not part of this Agreement and shall not affect
the interpretation thereof.


 


9.8             Amendments. This Agreement may be amended by the parties hereto without the consent of any Registered Holder for
the purpose of curing any ambiguity, or curing, correcting or supplementing any defective provision contained herein or adding
or changing any other provisions with respect to matters or questions arising under this Agreement as the parties may deem necessary
or desirable and that the parties deem shall not adversely affect the interest of the Registered Holders. All other modifications
or amendments, including any amendment to increase the Warrant Price or shorten the Exercise Period and any amendment to the terms
of only the Private Placement Warrants, shall require the vote or written consent of the Registered Holders of 65% of the then-outstanding
Public Warrants; provided that any amendment that solely affects the terms of the Private Placement Warrants or any provision of
this Agreement solely with respect to the Private Placement Warrants shall also require at least 65% of the then outstanding Private
Placement Warrants. Notwithstanding the foregoing, the Company may lower the Warrant Price or extend the duration of the Exercise
Period pursuant to Sections 3.1 and 3.2, respectively, without the consent of the Registered Holders.


 


9.9             Severability.
This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect
the validity or enforceability of this Agreement 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 Agreement a provision
as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.


 


9.10           Business Continuity Plan. The Warrant Agent shall maintain plans for business continuity, disaster recovery, and
backup capabilities and facilities designed to ensure the Warrant Agent’s continued performance of its obligations under
this Agreement, including, without limitation, loss of production, loss of systems, loss of equipment, failure of carriers and
the failure of the Warrant Agent’s or its supplier’s equipment, computer systems or business systems (“Business
Continuity Plan”). Such Business Continuity Plan shall include, but shall not be limited to, testing, accountability
and corrective actions designed to be promptly implemented, if necessary. In addition, in the event that the Warrant Agent has
knowledge of an incident affecting the integrity or availability of such Business Continuity Plan, then the Warrant Agent shall,
as promptly as practicable, but no later than twenty-four (24) hours (or sooner to the extent required by applicable law or regulation)
after the Warrant Agent becomes aware of such incident, notify the Company in writing of such incident and provide the Company
with updates, as deemed appropriate by the Warrant Agent under the circumstances, with respect to the status of all related remediation
efforts in connection with such incident. The Warrant Agent represents that, as of the date of this Agreement, such Business Continuity
Plan is active and functioning normally in all material respects.


 


9.11           Confidentiality.
The Warrant Agent and the Company agree that all books, records, information and data pertaining to the business of the other
party, including inter alia, personal, non-public warrant holder information, which are exchanged or received pursuant
to the negotiation or the carrying out of this Warrant Agreement, including the fees for services, shall remain confidential,
and shall not be voluntarily disclosed to any other person, except as may be required by law or regulation, including, without
limitation, pursuant to requests from the Securities and Exchange Commission and subpoenas from state or federal government authorities
(e.g., in divorce and criminal actions).


 









    16


     


    

 


Exhibit A – Form of Warrant Certificate


 


Exhibit B – Legend


 


[Signature Page Follows]


 






    17


     


    

 


IN WITNESS WHEREOF,
the parties hereto have caused this Agreement to be duly executed as of the date first above written.


 


	 	VECTOIQ
    Acquisition Corp. II
	 	 
	 	By: 	/s/ Steven Shindler
	 	Name: 	Steven Shindler
	 	Title: 	Chief Financial Officer
	 	 
	 	CONTINENTAL STOCK TRANSFER
    & TRUST COMPANY, as Warrant Agent
	 	 
	 	By: 	/s/ Erika Young
	 	Name: 	Erika Young
	 	Title: 	Vice President





 


[Signature Page to Warrant Agreement]


 






     


     


    

 


EXHIBIT
A 


 


Form of Warrant Certificate


 


[FACE]


 


Number


 


Warrants


 


THIS WARRANT SHALL BE NULL AND VOID IF
NOT EXERCISED PRIOR TO

THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR

IN THE WARRANT AGREEMENT DESCRIBED BELOW


 


VectoIQ Acquisition Corp. II

Incorporated Under the Laws of the State of Delaware


 


CUSIP [·]


 


Warrant Certificate


 


This Warrant Certificate certifies that
                    , or registered
assigns, is the registered holder of                     
warrant(s) evidenced hereby (the “Warrants” and each, a “Warrant”) to purchase shares of
Class A common stock, $0.0001 par value per share (“Common Stock”), of VectoIQ Acquisition Corp. II, a Delaware
corporation (the “Company”). Each Warrant entitles the holder, upon exercise during the period set forth in
the Warrant Agreement referred to below, to receive from the Company that number of fully paid and non-assessable shares of Common
Stock as set forth below, at the exercise price (the “Exercise Price”) as determined pursuant to the Warrant
Agreement, payable in lawful money (or through “cashless exercise” as provided for in the Warrant Agreement) of the
United States of America upon surrender of this Warrant Certificate and payment of the Exercise Price at the office or agency of
the Warrant Agent referred to below, subject to the conditions set forth herein and in the Warrant Agreement. Defined terms used
in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.


 


Each whole Warrant is initially exercisable
for one fully paid and non-assessable share of Common Stock. No fractional shares will be issued upon exercise of any Warrant.
If, upon the exercise of Warrants, a holder would be entitled to receive a fractional interest in a share of Common Stock, the
Company will, upon exercise, round down to the nearest whole number of the number of shares of Common Stock to be issued to the
holder. The number of shares of Common Stock issuable upon exercise of the Warrants is subject to adjustment upon the occurrence
of certain events as set forth in the Warrant Agreement.


 


The initial Exercise Price per share of
Common Stock for any Warrant is equal to $11.50 per whole share. The Exercise Price is subject to adjustment upon the occurrence
of certain events as set forth in the Warrant Agreement.


 


Subject to the conditions set forth in the
Warrant Agreement, the Warrants may be exercised only during the Exercise Period and to the extent not exercised by the end of
such Exercise Period, such Warrants shall become null and void. The Warrants may be redeemed, subject to certain conditions, as
set forth in the Warrant Agreement.


 


Reference is hereby made to the further
provisions of this Warrant Certificate set forth on the reverse hereof and such further provisions shall for all purposes have
the same effect as though fully set forth at this place.


 


This Warrant Certificate shall not be valid
unless countersigned by the Warrant Agent, as such term is used in the Warrant Agreement.


 


This Warrant Certificate shall be governed
by and construed in accordance with the internal laws of the State of New York.





 






    A-1


     


    

 


	 	VECTOIQ ACQUISITION CORP. II
	 	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, AS WARRANT AGENT
	 	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 


 









    A-2


     


    

 


[Form of Warrant Certificate]


 


[Reverse]


 


The Warrants evidenced by this Warrant Certificate
are part of a duly authorized issue of Warrants entitling the holder on exercise to receive             
shares of Common Stock and are issued or to be issued pursuant to a Warrant Agreement dated as of [•], 2021 (the “Warrant
Agreement”), duly executed and delivered by the Company to Continental Stock Transfer & Trust Company, a New York
corporation, as warrant agent (or successor warrant agent) (collectively, the “Warrant Agent”), which Warrant
Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description
of the rights, limitation of rights, obligations, duties and immunities thereunder of the Warrant Agent, the Company and the holders
(the words “holders” or “holder” meaning the Registered Holders or Registered Holder, respectively)
of the Warrants. A copy of the Warrant Agreement may be obtained by the holder hereof upon written request to the Company. Defined
terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.


 


Warrants may be exercised at any time during
the Exercise Period set forth in the Warrant Agreement. The holder of Warrants evidenced by this Warrant Certificate may exercise
them by surrendering this Warrant Certificate, with the form of Election to Purchase set forth hereon properly completed and executed,
together with payment of the Exercise Price as specified in the Warrant Agreement (or through “cashless exercise” as
provided for in the Warrant Agreement) at the designated office(s) of the Warrant Agent. In the event that upon any exercise of
Warrants evidenced hereby the number of Warrants exercised shall be less than the total number of Warrants evidenced hereby, there
shall be issued to the holder hereof or his, her or its assignee, a new Warrant Certificate evidencing the number of Warrants not
exercised.


 


Notwithstanding anything else in this Warrant
Certificate or the Warrant Agreement, no Warrant may be exercised unless at the time of exercise (i) a registration statement
covering the shares of Common Stock to be issued upon exercise is effective under the Securities Act and (ii) a prospectus
thereunder relating to the shares of Common Stock is current, except through “cashless exercise” as provided for in
the Warrant Agreement.


 


The Warrant Agreement provides that upon
the occurrence of certain events the number of shares of Common Stock issuable upon exercise of the Warrants set forth on the face
hereof may, subject to certain conditions, be adjusted. If, upon exercise of a Warrant, the holder thereof would be entitled to
receive a fractional interest in a share of Common Stock, the Company shall, upon exercise, round down to the nearest whole number
of shares of Common Stock to be issued to the holder of the Warrant.


 


Warrant Certificates, when surrendered at
the designated office(s) of the Warrant Agent by the Registered Holder thereof in person or by legal representative or attorney
duly authorized in writing, may be exchanged, in the manner and subject to the limitations provided in the Warrant Agreement, but
without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor evidencing in the
aggregate a like number of Warrants.


 


Upon due presentation for registration of
transfer of this Warrant Certificate at the office(s) of the Warrant Agent a new Warrant Certificate or Warrant Certificates of
like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this
Warrant Certificate, subject to the limitations provided in the Warrant Agreement, without charge except for any tax or other governmental
charges imposed in connection therewith.


 


The Company and the Warrant Agent may deem
and treat the Registered Holder(s) hereof as the absolute owner(s) of this Warrant Certificate (notwithstanding any notation of
ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the holder(s)
hereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.
Neither the Warrants nor this Warrant Certificate entitles any holder hereof to any rights of a stockholder of the Company.


 









    A-3


     


    

 


Election to Purchase


 


(To Be Executed Upon Exercise of Warrant)


 


The undersigned hereby irrevocably elects
to exercise the right, represented by this Warrant Certificate, to receive             
shares of Common Stock and herewith tenders payment for such shares of Common Stock to the order of VectoIQ Acquisition Corp. II
(the “Company”) in the amount of $                    
in accordance with the terms hereof. The undersigned requests that a certificate for such shares of Common Stock be registered
in the name of                     ,
whose address is                     
and that such shares of Common Stock be delivered to whose address is                     .
If said number of shares of Common Stock is less than all of the shares of Common Stock purchasable hereunder, the undersigned
requests that a new Warrant Certificate representing the remaining balance of such shares of Common Stock be registered in the
name of                     ,
whose address is                     ,
and that such Warrant Certificate be delivered to                     ,
whose address is                     .


 


In the event that the Warrant has been called
for redemption by the Company pursuant to Section 6.1 or Section 6.2 of the Warrant Agreement and the Company
has required cashless exercise pursuant to Section 6.4 of the Warrant Agreement, the number of shares of Common Stock
that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(b) and Section 6.4
of the Warrant Agreement.


 


In the event that the Warrant is a Private
Placement Warrant that is to be exercised on a “cashless” basis pursuant to subsection 3.3.1(c) of the Warrant
Agreement, the number of shares of Common Stock that this Warrant is exercisable for shall be determined in accordance with subsection
3.3.1(c) of the Warrant Agreement.


 


In the event that the Warrant is to be exercised
on a “cashless” basis pursuant to Section 7.4 of the Warrant Agreement, the number of shares of Common
Stock that this Warrant is exercisable for shall be determined in accordance with Section 7.4 of the Warrant Agreement.


 


In the event that the Warrant may be exercised,
to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number of shares of Common Stock that this
Warrant is exercisable for would be determined in accordance with the relevant section of the Warrant Agreement which allows for
such cashless exercise and (ii) the holder hereof shall complete the following: The undersigned hereby irrevocably elects
to exercise the right, represented by this Warrant Certificate, through the cashless exercise provisions of the Warrant Agreement,
to receive shares of Common Stock. If said number of shares of Common Stock is less than all of the shares of Common Stock purchasable
hereunder (after giving effect to the cashless exercise), the undersigned requests that a new Warrant Certificate representing
the remaining balance of such shares of Common Stock be registered in the name of                     ,
whose address is                     ,
and that such Warrant Certificate be delivered to                     ,
whose address is                     .


 


	Date: , 	 	(Signature)	 
	 	 	 
	 	 	(Address)	 
	 	 	 
	 	 	(Tax Identification Number)
	 	 	 
	Signature Guaranteed:	 	 
	 	 	 
	 	 	 
	 	 	 


 


THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR
INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE
MEDALLION PROGRAM, PURSUANT TO SEC RULE 17Ad-15 (OR ANY SUCCESSOR RULE) under the SECURITIES
exchange act, OF 1934, AS AMENDED).


 









    A-4


     


    

 


EXHIBIT
B


 


LEGEND


 


“THE SECURITIES
REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION,
SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED IN THE LETTER AGREEMENT BY AND AMONG VECTOIQ Acquisition Corp. ii (THE
“COMPANY”), VECTOIQ HOLDINGS II, LLC AND THE OTHER PARTIES THERETO, THE SECURITIES REPRESENTED HEREBY MAY NOT BE SOLD
OR TRANSFERRED PRIOR TO THE DATE THAT IS THIRTY (30) DAYS AFTER THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS
COMBINATION (AS DEFINED IN SECTION 3 OF THE WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED
IN SECTION 2 OF THE WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS.


 


SECURITIES EVIDENCED
HEREBY AND SHARES OF CLASS A COMMON STOCK OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION
RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.”


 






    B-1