Exhibit 4.1


 


WARRANT
AGREEMENT


 


THIS WARRANT AGREEMENT (this
 “Agreement”), dated as of August 31, 2021, is by and between Concord Acquisition Corp II, a Delaware corporation
(the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company,
as warrant agent (the “Warrant Agent” and, in its capacity as transfer agent, referred to herein as the “Transfer
Agent”).


 


WHEREAS, on August 31,
2021, the Company entered into separate agreements with Concord Sponsor Group II LLC, a Delaware limited liability company (the “Sponsor”),
CA2 Co-Investment LLC, a Delaware limited liability company (“Cowen Investments” and collectively with the Sponsor,
the “Sponsors”), and certain anchor investors (the “Anchor Investors”), pursuant to
which the Sponsors and the Anchor Investors agreed to purchase an aggregate of 5,000,000 warrants (or 5,500,000 warrants if the Over-allotment
Option (as defined below) in connection with the Company’s Offering (as defined below) is exercised in full) (each, 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 (and the closing of the Over-allotment Option, if applicable). 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, capital stock exchange, asset acquisition, stock
purchase, reorganization or similar business combination, involving the Company and one or more businesses (a “Business Combination”),
the Sponsors or an affiliate of the Sponsors 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 up to
an additional 1,000,000 warrants at a price of $1.50 per warrant (the “Working Capital Warrants”), which Working
Capital Warrants shall be identical to the Private Placement Warrants and, for purposes of this Agreement, all terms herein applicable
to Private Placement Warrants shall be equally applicable to 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-third 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 8,333,333 warrants (or up to 9,583,333 warrants if the Over-allotment Option 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. 333-254788) 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.


 






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


 


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 Citigroup Global Markets
Inc. and Cowen and Company, 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-third 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 any of the Sponsors, the Anchor Investors 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) with respect to Private Placement Warrants held by Cowen
Investments, will not be exercisable more than five years from the commencement of sales of the Offering in accordance with FINRA Rule 5110(g)(8)(A),
(iii) 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 (iv) shall not be redeemable by the Company; provided, however, that in the case of clause (iii),
the Private Placement Warrants, the Working Capital Warrants and any shares of Common Stock held by any of the Sponsors, the Anchor Investors
or their 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
the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any affiliate
of the Sponsors or the Anchor Investors or any employees of such affiliates, or to any member(s) of the Sponsors or the Anchor Investors
or any affiliates of such members;


 


(b)        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, or an affiliate of such individual or to a charitable organization;


 


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


 


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


 


(e)        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;


 


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


 


(g)        by
virtue of the laws of the State of Delaware or either of the Sponsors’ and the Anchor Investors’ limited liability company
agreement or equivalent corporate documents upon dissolution of such Sponsor or Anchor Investor;


 


(h)        as
distributions to direct or indirect members of the Sponsors or the Anchor Investors;


 


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


 






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(j)          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 (except for clauses (f), (i) or (j) or with the prior written consent of the Company) prior to such registration for transfer,
the Warrant Agent shall be presented with written documentation pursuant to which any such transferee (the “Permitted Transferees”)
must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.


 


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 three
(3) 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; provided, however, that the Private Placement Warrants issued
to Cowen Investments will not be exercisable more than five years from the commencement of sales of the Offering in accordance with FINRA
Rule 5110(g)(8)(A), or (z) other than with respect to the Private Placement Warrants and Working Capital Warrants to the extent
then held by the Sponsors, the Anchor Investors or their 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 any of the Sponsors, the Anchor
Investors or their 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 any of the Sponsors, Anchor Investors or their 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.


 






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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;


 


(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 any of the Sponsors, Anchor Investors or their 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.


 






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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.


 


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.


 






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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 Sponsors or their 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 Sponsors or their 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.


 


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 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; 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.


 






    9


     


    

 


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.


 


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 Sections 6.5 and 6.6 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 Sections 6.5 and 6.6 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 “Redemption
Fair Market Value” (as such term is defined in this Section 6.2) (a “Make-Whole Exercise”).
Solely for purposes of this Section 6.2, the “Redemption Fair Market Value” shall mean the volume
weighted average price of the shares of Common Stock for the ten (10) trading days immediately following the date on which notice
of redemption pursuant to this Section 6.2 is sent to the Registered Holders. In connection with any redemption pursuant
to this Section 6.2, the Company shall provide the Registered Holders with the Redemption Fair Market Value no later than
one (1) Business Day after the ten (10) trading day period described above ends.


 






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	Redemption Date 

(period to expiration of	 	Fair Market Value of Our Common Stock	 
	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).


 






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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.


 


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 Sponsors, the Anchor Investors or their 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.


 


6.6            Public
Warrants Held By the Company’s Officers or Directors. The Company agrees that if Public Warrants are held by any of the Company’s
officers or directors, the Public Warrants held by such officers and directors will be subject to the redemption rights provided in Section 6.2,
except that such officers and directors shall only receive the “Public Warrant Fair Market Value” for such Public Warrants
so redeemed. “Public Warrant Fair Market Value” in this Section 6.6 shall mean the last reported
sale price of the Public Warrants on the applicable Redemption Date.


 


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.


 






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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.


 


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 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 commercially reasonable 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 sixtieth (60th) Business Day
following the closing of the Business Combination, holders of the Warrants shall have the right, during the period beginning on the sixty-first
(61st) 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 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.


 






    13


     


    

 



 


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.


 


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.


 






    14


     


    

 


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.


 


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:


 


Concord Acquisition Corp II

477 Madison Avenue

New York, NY 10022


		Attn:	Jeff Tuder



		Email:	jeff@tremsoncapital.com



 






    15


     


    

 


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



 


and


 


DLA Piper LLP (US)

1251 Avenue of the Americas

New York, NY 10020


		Attn:	Michael D. Maline, Esq. and Stephan P. Alicanti, Esq.



		Email:	michael.maline@dlapiper.com and stephen.alicanti@dlapiper.com



 


9.3          Applicable
Law and Exclusive Forum. 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, including under the Securities Act, shall 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,
which jurisdiction shall be exclusive forum for any such action, proceeding or claim. The Company hereby waives any objection to such
jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing, the provisions of this paragraph will
not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district
courts of the United States of America are the sole and exclusive forum.


 


Any person or entity purchasing
or otherwise acquiring any interest in the Warrants shall be deemed to have notice of and to have consented to the forum provisions in
this Section 9.3. If any action, the subject matter of which is within the scope the forum provisions above, is filed in a court
other than a court of the State of New York or the United States District Court for the Southern District of New York (a “Foreign
Action”) in the name of any warrant holder, such warrant holder shall be deemed to have consented to: (x) the personal
jurisdiction of the state and federal courts located within the State of New York in connection with any action brought in any such court
to enforce the forum provisions (an “Enforcement Action”), and (y) having service of process made upon
such warrant holder in any such Enforcement Action by service upon such warrant holder’ s counsel in the Foreign Action as agent
for such warrant holder.


 


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.


 


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.


 






    16


     


    

 


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 (i) for the purpose of curing any
ambiguity or to correct any mistake, including to conform the provisions hereof to the description of the terms of the Warrants and this
Agreement set forth in the Prospectus, 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 or (ii) to provide for the delivery
of Alternative Issuance pursuant to Section 4.4. All other modifications or amendments, including any amendment to increase
the Warrant Price or shorten the Exercise Period and any amendments to the terms of only the Private Placement Warrants or Working Capital
Warrants, shall require the vote or written consent of the Registered Holders of 50% of the then outstanding Public Warrants and, solely
with respect to any amendment to the terms of the Private Placement Warrants or Working Capital Warrants or any provision of this Agreement
with respect to the Private Placement Warrants or Working Capital Warrants, 50% of the then-outstanding Private Placement Warrants or
Working Capital Warrants, respectively; provided that, solely in the case of an amendment to the terms of the Private Placement
Warrants (and any Working Capital Warrants) or any provision of this Agreement with respect to the Private Placement Warrants (and any
Working Capital Warrants) that does not adversely affect any of the terms of the Public Warrants, such amendment shall require only the
written consent or vote of the registered holders of at least 50% of the then outstanding Private 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).


 






    17


     


    

 


Exhibit A – Form of Warrant Certificate


 


Exhibit B – Legend


 


[Signature Page Follows]


 






    18


     


    

 


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


 


	 	CONCORD
Acquisition Corp II 
	 	 
	 	 
	 	By:	/s/ Jeff Tuder
	 	Name:	Jeff Tuder
	 	Title:	CEO
	 	 
	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent 
	 	 
	 	 
	 	By:	/s/ Margaret B. Lloyd
	 	Name:	Margaret B. Lloyd
	 	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


 


Concord Acquisition Corp II

Incorporated Under the Laws of the State of Delaware


 


CUSIP G6859L 121


 


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 Concord 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 Warrant, a holder would be entitled to receive a fractional interest in a share, 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.


 


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.


 






    A-1 


     


    

 


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


 


	 	CONCORD 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 third-party 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 Concord 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 CONCORD Acquisition Corp II (THE “COMPANY”), CONCORD SPONSOR GROUP
II LLC, CA2 CO-INVESTMENT 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 AND STOCKHOLDER RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.”


 






    B-1