Exhibit 4.5


 


CHURCHILL CAPITAL CORP III


 


and


 


CONTINENTAL STOCK TRANSFER & TRUST COMPANY


 


WARRANT AGREEMENT


 


Dated as of October 8, 2020


 


THIS WARRANT AGREEMENT (this “Agreement”),
dated as of October 8, 2020, is by and between Churchill Capital Corp III, a Delaware corporation (the “Company”),
and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”).


 


WHEREAS, the Company and the other parties
named therein entered into that certain Agreement and Plan of Merger, dated as of July 12, 2020 (the “Merger Agreement”),
pursuant to which, inter alia, a direct, wholly owned subsidiary of the Company will be merged with and into Polaris Parent
Corp., a Delaware corporation (“Music”), with Music surviving as a wholly owned subsidiary of the Company, and
immediately thereafter Music will be merged with and into another direct, wholly owned subsidiary of Music, with such subsidiary
surviving as a wholly owned subsidiary of the Issuer (together, the “Mergers”), on the terms and subject to
the conditions set forth therein (the Mergers, together with the other transactions contemplated by the Merger Agreement, the “Transactions”);


 


WHEREAS, in connection with and as of the
consummation of the Transactions, the Company shall issue to certain investors pursuant to a private placement (each, an “Investor”)
warrants (subject to rounding to avoid fractional warrants), each entitling the Investor to purchase one share of Class A
common stock of the Company, par value $0.0001 per share (the “Common Stock”) at an exercise price of $12.50
per share, subject to adjustment as described herein and bearing the legend set forth in Exhibit B hereto (the “PIPE
Warrants”);


 


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 PIPE Warrants;


 


WHEREAS, the Company desires to provide for
the form and provisions of the PIPE 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 PIPE Warrants; and


 


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


 


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


 


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


 


2.   Warrants.


 


2.1   Form of PIPE Warrant.   Each
PIPE Warrant shall initially be issued in registered form only. PIPE Warrants may be represented by one or more physical definitive
certificates or by book entry.


 


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


 






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2.3   Registration.


 


2.3.1   PIPE Warrant Register.   The
Warrant Agent shall maintain books (the “Warrant Register”), for the registration of original issuance and the
registration of transfer of the PIPE Warrants. Upon the initial issuance of the PIPE Warrants in book-entry form, the Warrant Agent
shall issue and register the PIPE 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.


 


The physical definitive certificates, if
issued, shall be in the form annexed hereto as Exhibit A, and shall be signed by, or bear the facsimile signature of,
the Chairman of the Board, Chief Executive Officer, Chief Financial Officer, the President or the Secretary or other principal
officer of the Company. In the event the person whose facsimile signature has been placed upon any PIPE Warrant shall have ceased
to serve in the capacity in which such person signed the PIPE Warrant before such PIPE 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 PIPE Warrant, the Company and the Warrant Agent may deem and treat the person
in whose name such PIPE Warrant is registered in the Warrant Register (the “Registered Holder”) as the absolute
owner of such PIPE Warrant and of each PIPE Warrant represented thereby (notwithstanding any notation of ownership or other writing
on any physical definitive 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   Fractional Warrants.   The
Company shall not issue fractional PIPE Warrants and the Company shall round down to the nearest whole number the number of PIPE
Warrants to be issued to such holder.


 


3.   Terms and Exercise of PIPE Warrants.


 


3.1   PIPE Warrant Price.   Each
PIPE Warrant shall entitle the Registered Holder thereof, subject to the provisions of such PIPE Warrant and of this Agreement,
to purchase from the Company the number of shares of Common Stock stated therein, at the price of $12.50 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 described in the prior sentence at which shares of Common
Stock may be purchased at the time a PIPE Warrant is exercised. The Company in its sole discretion may lower the Warrant Price
at any time prior to the Expiration Date (as defined below) for a period of not less than twenty (20) business days, provided,
that the Company shall provide at least twenty (20) days prior written notice of such reduction to Registered Holders of the PIPE
Warrants and, provided further that any such reduction shall be identical among all of the PIPE Warrants.


 


3.2   Duration of PIPE
Warrants.   A PIPE Warrant may be exercised only during the period (the “Exercise Period”)
(A) commencing on the date that is thirty (30) days after the date of this Agreement, and (B) terminating at 5:00 p.m.,
New York City time on the earlier to occur of (w) the date that is five (5) years after the date of this Agreement, (x) the
liquidation of the Company in accordance with the Company’s certificate of incorporation, as amended from time to time, and
(y) the Redemption Date (as defined below) as provided in Section 6.2 hereof (the “Expiration Date”);
provided, however, that the exercise of any PIPE 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. Except with respect to the
right to receive the Redemption Price (as defined below) in the event of a redemption (as set forth in Section 6 hereof),
each PIPE Warrant 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 PIPE Warrants by delaying the Expiration Date; provided that the Company
shall provide at least


 






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twenty (20) days prior written notice of any such extension
to Registered Holders of the PIPE Warrants, and, provided further that any such extension shall be identical in duration
among all the PIPE Warrants.


 


3.3   Exercise of PIPE Warrants.


 


3.3.1   Payment.   Subject
to the provisions of the PIPE Warrant and this Agreement, a PIPE Warrant may be exercised by the Registered Holder thereof at any
time prior to the Expiration Date by surrendering it at the office of the Warrant Agent or at the office of its successor as Warrant
Agent, together with (i) an election to purchase form, duly executed, electing to exercise such PIPE Warrant; and (ii) payment
in full of the Warrant Price for each full share of Common Stock as to which the PIPE Warrant is exercised and any and all applicable
taxes due in connection with the exercise of the PIPE Warrant, the exchange of the PIPE 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 good bank draft payable to the order of the Warrant Agent or by wire;


 


(b)   in the event of a redemption
pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”) has elected
to require all holders of the PIPE Warrants to exercise such PIPE Warrants on a “cashless basis,” by surrendering the
PIPE Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the
number of shares of Common Stock underlying the PIPE 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. Solely for purposes of
this subsection 3.3.1(b) and Section 6.3, the “Fair Market Value” shall mean the average
closing 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 PIPE Warrants, pursuant to Section 6 hereof; or


 


(c)   as provided in Section 7.4
hereof.


 


The Warrant Agent shall forward funds received
for warrant exercises in a given month by the 5th business day of the following month by wire transfer to an account designated
by the Company.


 


3.3.2   Issuance of Shares
of Common Stock on Exercise.   As soon as practicable after the exercise of any PIPE 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 PIPE 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 PIPE Warrant shall not have been exercised in full, a new book-entry position or countersigned PIPE Warrant, as applicable,
for the number of shares of Common Stock as to which such PIPE 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 PIPE Warrant and shall have
no obligation to settle such PIPE Warrant exercise unless a (a) registration statement under the Securities Act covering the
issuance of the Common Stock underlying the PIPE Warrants is then effective and (b) a prospectus relating thereto is current,
subject to the Company’s satisfying its obligations under Section 7.4. No PIPE Warrant shall be exercisable and the
Company shall not be obligated to issue shares of Common Stock upon exercise of a PIPE Warrant unless the shares of Common Stock
issuable upon such PIPE Warrant exercise have 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 PIPE Warrants. In the event that the conditions
in the two immediately preceding sentences are not satisfied with respect to a PIPE Warrant, the holder of such PIPE Warrant shall
not be entitled to exercise such PIPE Warrant and such PIPE Warrant may have no value and expire


 






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worthless. Subject to Section 4.6 of this Agreement,
a Registered Holder of PIPE Warrants may exercise its PIPE Warrants only for a whole number of shares of Common Stock. In no event
will the Company be required to net cash settle the PIPE Warrant exercise. The Company may require holders of PIPE Warrants to
settle the PIPE Warrant on a “cashless basis” pursuant to Subsection 3.3.1(b), Section 6.3 and Section 7.4.
If, by reason of any exercise of PIPE Warrants on a “cashless basis,” the holder of any PIPE Warrant would be entitled,
upon the exercise of such PIPE Warrant, to receive a fractional interest in a share of Common Stock, the Company shall round down
to the nearest whole number, the number of shares of Common Stock to be issued to such holder.


 


3.3.3   Valid Issuance.   All
shares of Common Stock issued upon the proper exercise of a PIPE 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 PIPE Warrant, or
book entry position representing such PIPE 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 PIPE 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 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 PIPE Warrant may notify the Company in writing in the event it elects to be subject to the provisions contained in
this subsection 3.3.5; however, no holder of a PIPE 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 affect the exercise of the holder’s
PIPE Warrant, and such holder shall not have the right to exercise such PIPE 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 4.9% or 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 its affiliates shall include the number of
shares of Common Stock issuable upon exercise of the PIPE 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 PIPE Warrant beneficially owned by such person and 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 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 PIPE Warrant, in determining the number of issued and outstanding
shares of Common Stock, the holder may rely on the number of issued and 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 U.S. Securities and Exchange Commission (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 Warrant Agent setting forth the number
of Common Stock issued and outstanding. For any reason at any time, upon the written request of the holder of the PIPE 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


 






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effect to the conversion or exercise of equity securities of
the Company by the holder and 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 PIPE 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 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 dividend, split-up or similar event, the number of shares of Common Stock issuable
on exercise of each PIPE Warrant shall be increased in proportion to such increase in the number of outstanding shares of Common
Stock. A rights offering to holders of shares of Common Stock entitling holders to purchase shares of Common Stock at a price less
than the “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 shares of Common Stock)
multiplied by (ii) one (1) minus the quotient of (x) the price per share of Common Stock paid in such rights offering
divided by (y) the Fair Market Value. For purposes of this subsection 4.1.1, (i) if the rights offering is for
securities convertible into or exercisable for shares of Common Stock, in determining the price payable for shares of 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) “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.


 


4.1.2   Extraordinary,
Dividends.   If the Company, at any time while the PIPE Warrants are outstanding and unexpired, shall pay a
dividend or make a distribution in cash, securities or other assets to the holders of the shares of Common Stock on account of
such shares of Common Stock (or other shares of the Company’s capital stock into which the PIPE Warrants are convertible),
other than (a) as described in subsection 4.1.1 above, (b) Ordinary Cash Dividends (as defined below) or (c) in
connection with any 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 shares
of 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 PIPE
Warrant) does not exceed $0.50.


 


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


 






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split, reclassification or similar event, the number of shares
of Common Stock issuable on exercise of each PIPE Warrant shall be decreased in proportion to such decrease in outstanding shares
of Common Stock.


 


4.3   Adjustments in Warrant
Price.   Whenever the number of shares of Common Stock purchasable upon the exercise of the PIPE 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 PIPE Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares
of Common Stock so purchasable immediately thereafter.


 


4.4   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 into another type of entity (other than a consolidation or merger in which the Company is the continuing corporation
(and is not a subsidiary of another entity whose stockholders did not own all or substantially all of the Common Stock of the Company
in substantially the same proportions immediately before such transaction) 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 PIPE Warrants shall thereafter have the right to purchase and receive, upon the basis and upon
the terms and conditions specified in the PIPE 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 PIPE Warrants would have received if such holder had
exercised his, her or its PIPE Warrant(s) immediately prior to such event (the “Alternative Issuance”); provided,
however, that (i) if the holders of the shares of 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 PIPE 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 shares of Common Stock in
such consolidation or merger that affirmatively make such election, and (ii) if a tender, exchange or redemption offer shall
have been made to and accepted by the holders of the shares of Common Stock under circumstances in which, upon completion of such
tender or exchange offer, the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under
the Exchange Act (or any successor rule)) of which such maker is a part, and together with any affiliate or associate of such maker
(within the meaning of Rule 12b-2 under the Exchange Act (or any successor rule)) and any members of any such group of which
any such affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act (or any
successor rule)) more than 50% of the outstanding shares of Common Stock, the holder of a PIPE Warrant shall be entitled to receive
as the Alternative Issuance, the highest amount of cash, securities or other property to which such holder would actually have
been entitled as a stockholder if such PIPE Warrant holder had exercised the PIPE Warrant prior to the expiration of such tender
or exchange offer, accepted such offer and all of the shares of Common Stock held by such holder had been purchased pursuant to
such tender or exchange offer, subject to adjustments (from and after the consummation of such tender or exchange offer) as nearly
equivalent as possible to the adjustments provided for in this Section 4; provided, further, that if
less than 70% of the consideration receivable by the holders of the shares of 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 PIPE Warrant within thirty (30) days following the public disclosure of the consummation of such


 






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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) equal to the difference, if
positive, 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) (which amount determined under this clause
(ii) shall not be less than zero). The “Black-Scholes Warrant Value” means the value of a PIPE 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 PIPE Warrant.
 “Per Share Consideration” means (i) if the consideration paid to holders of the shares of 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 PIPE Warrant.


 


4.5   Notices of Changes
in PIPE Warrant.   Upon every adjustment of the Warrant Price or the number of shares of Common Stock issuable
upon exercise of a PIPE 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 PIPE Warrant, setting forth in reasonable detail the method of calculation and the facts upon
which such calculation is based; provided, however, that no adjustment to the number of shares of Common Stock issuable
upon exercise of a PIPE Warrant shall be required until cumulative adjustments amount to 1% or more of the number of shares of
Common Stock issuable upon exercise of a PIPE Warrant as last adjusted; provided, further, that any such adjustments
that are not made are carried forward and taken into account in any subsequent adjustment. Notwithstanding the foregoing, all such
carried forward adjustments shall be made (i) in connection with any subsequent adjustment that (taken together with such
carried forward adjustments) would result in a change of at least 1% in the number of shares of Common Stock issuable upon exercise
of a PIPE Warrant and (ii) on the exercise date of any PIPE Warrant. Upon the occurrence of any event specified in Sections 4.1,
4.2, 4.3 or 4 4 in connection with which an adjustment is made to the Warrant Price or the number of shares
of Common Stock issuable upon exercise of a PIPE Warrant, the Company shall give written notice of the occurrence of such event
to each holder of a PIPE 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 PIPE Warrants. If, by reason of any adjustment made pursuant to this Section 4, the holder of any PIPE
Warrant would be entitled, upon the exercise of such PIPE 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 PIPE Warrant.   The
form of PIPE Warrant need not be changed because of any adjustment pursuant to this Section 4, and PIPE Warrants issued
after such adjustment may


 






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state the same Warrant Price and the same number of shares of
Common Stock as is stated in the PIPE 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 PIPE Warrant that the Company may deem appropriate and that
does not affect the substance thereof, and any PIPE Warrant thereafter issued or countersigned, whether in exchange or substitution
for an outstanding PIPE 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 PIPE Warrants in order to (i) avoid an
adverse impact on the PIPE 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 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 PIPE 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. The Company shall adjust the terms of the PIPE Warrants in a manner that is consistent with any adjustment
recommended in such opinion.


 


5.   Transfer and Exchange of PIPE Warrants.


 


5.1   Registration of Transfer.   The
Warrant Agent shall register the transfer, from time to time, of any outstanding PIPE Warrant upon the Warrant Register, upon surrender
of such PIPE 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 PIPE Warrant representing an equal aggregate
number of PIPE Warrants shall be issued and the old PIPE Warrant shall be cancelled by the Warrant Agent. In the case of certificated
warrants, the PIPE Warrants so cancelled shall be delivered by the Warrant Agent to the Company from time to time upon request.


 


5.2   Procedure for Surrender
of Warrants.   PIPE 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 PIPE Warrants as requested by the
Registered Holder of the PIPE Warrants so surrendered, representing an equal aggregate number of PIPE Warrants; provided, however,
that in the event that a PIPE Warrant surrendered for transfer bears a restrictive legend, the Warrant Agent shall not cancel such
PIPE Warrant and issue new PIPE 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 PIPE 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 PIPE Warrant.


 


5.4   Service Charges.   No
service charge shall be made for any exchange or registration of transfer of PIPE 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 PIPE 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 PIPE Warrants duly executed on behalf
of the Company for such purpose.


 


6.   Redemption.


 


6.1   Redemption of PIPE
Warrants.   Subject to Section 6.4 hereof, not less than all of the outstanding PIPE Warrants may
be redeemed, at the option of the Company, at any time while they are exercisable and prior to their expiration, at the office
of the Warrant Agent, upon notice to the Registered Holders of the PIPE Warrants, as described in Section 6.2 below,
at the price of $0.01 per PIPE Warrant (the “Redemption Price”), provided that the closing price of the Common


 






    	 	8	 



     


    

 


Stock reported has been at least $18.00 per share (subject to
adjustment in compliance with Section 4 hereof), on each of 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 and provided that there is
an effective registration statement covering the shares of Common Stock issuable upon exercise of the PIPE Warrants, and a current
prospectus relating thereto, available throughout the 30-day Redemption Period (as defined in Section 6.2 below) or
the Company has elected to require the exercise of the PIPE Warrants on a “cashless basis” pursuant to subsection
3.3.1 and such cashless exercise is exempt from registration under the Securities Act.


 


6.2   Date Fixed for, and
Notice of, Redemption.   In the event that the Company elects to redeem all of the PIPE Warrants pursuant to
Section 6.1, 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 (such 30-day period, the “Redemption Period”) to the Registered Holders of the PIPE 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.


 


6.3   Exercise After Notice
of Redemption.   The PIPE Warrants may be exercised, for cash (or on a “cashless basis” in
accordance with subsection 3.3.1(b) of this Agreement) at any time after notice of redemption shall have been given by the
Company pursuant to Section 6.2 hereof and prior to the Redemption Date. In the event that the Company determines to
require all holders of PIPE Warrants to exercise their PIPE 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 PIPE 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 PIPE Warrants shall have no further
rights except to receive, upon surrender of the PIPE Warrants, the Redemption Price.


 


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


 


7.1   No Rights as Stockholder.   A
PIPE 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 stockholders in respect of the meetings of stockholders or the election of directors of the Company or any other
matter.


 


7.2   Lost, Stolen, Mutilated,
or Destroyed Warrants.   If any PIPE 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
PIPE Warrant, include the surrender thereof), issue a new PIPE Warrant of like denomination, tenor and date as the PIPE Warrant
so lost, stolen, mutilated or destroyed, and countersigned by the Warrant Agent. Any such new PIPE Warrant shall constitute a substitute
contractual obligation of the Company, whether or not the allegedly lost, stolen, mutilated or destroyed PIPE Warrant shall be
at any time enforceable by anyone. Warrant Agent may, at its option, countersign replacement PIPE Warrants for mutilated certificates
upon presentation thereof without such indemnity.


 


7.3   Reservation of Shares
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 PIPE Warrants issued
pursuant to this Agreement.


 


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


 


7.4.1   Registration of
Shares of Common Stock.   The issuance of shares of Common Stock upon the exercise of a PIPE Warrant shall be
registered in the same manner and on the same terms the resale of Common Stock pursuant to the terms of the Subscription Agreement
by and between the Company and the Investor, dated as of the date hereof.


 






    	 	9	 



     


    

 


7.4.2   Cashless Exercise
at Company’s Option.   If the shares of Common Stock are at the time of any exercise of a PIPE 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) and there is no effective registration statement covering the shares issuable
upon exercise of the PIPE Warrants at such time, the Company may, at its option, require holders of PIPE Warrants who exercise
PIPE Warrants to exercise such PIPE Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities
Act (or any successor statute) or such other applicable exemption, for that number of shares of Common Stock equal to the quotient
obtained by dividing (x) the product of the number of shares of Common Stock underlying the PIPE Warrants, multiplied by the
excess of the “Fair Market Value” (as defined below) over the Warrant Price by (y) the Fair Market Value.
Solely for purposes of this subsection 7.4.2, “Fair Market Value” shall mean the average closing price of the
Common Stock for the ten (10) trading days ending on the third trading day prior to the date that notice of exercise is sent to
the Warrant Agent from the holder of such PIPE Warrants or its securities broker or intermediary, and if the Company does not so
elect, the Company agrees to use its best efforts to register or qualify for sale the shares of Common Stock issuable upon exercise
of the PIPE Warrant under the blue sky laws of the state of residence of the exercising PIPE Warrant holder to the extent an exemption
is not available.


 


8.   Concerning the Warrant Agent and Other
Matters.


 


8.1   Payment of Taxes.   The
Company shall from time to time promptly pay all taxes and charges that may be imposed upon the Company or the Warrant Agent in
respect of the issuance or delivery of shares of Common Stock upon the exercise of the PIPE Warrants, but the Company and the Warrant
Agent shall not be obligated to pay any transfer taxes in respect of the PIPE 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 ninety (90) days after it has been notified in writing of such resignation or incapacity by the Warrant Agent or by the holder
of a PIPE Warrant (who shall, with such notice, submit his PIPE Warrant for inspection by the Company), then the holder of any
PIPE 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 authorized under applicable laws to exercise the powers of a transfer agent 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 Company’s transfer agent for the shares of Common Stock not later than the effective
date of any such appointment.


 






    	 	10	 



     


    

 


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


 


8.3   Fees and Expenses of Warrant Agent.


 


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


 


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


 


8.4   Liability of Warrant Agent.


 


8.4.1   Reliance on Company
Statement.   Whenever in the performance of its duties under this Agreement, the Warrant Agent shall deem it
necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action
hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be
conclusively proved and established by a statement signed by the Chairman of the Board, Chief Executive Officer, Chief Financial
Officer, the President or the Secretary or other principal officer 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, or its representatives’, gross negligence, willful misconduct,
bad faith or material breach of this Agreement. The Company agrees to indemnify the Warrant Agent and save it harmless against
any and all liabilities, including judgments, costs and reasonable 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, or its representatives’, gross negligence,
willful misconduct, bad faith or material breach of this Agreement.


 


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 PIPE 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 PIPE 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 PIPE 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 PIPE 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 PIPE 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 February 13,
2020, by and between


 






    	 	11	 



     


    

 


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 PIPE
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:


 


Churchill Capital Corp III


640 Fifth Avenue, 12th Floor


New York, New York 10019


Attention: Lee Jay Taragin


 


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


 


Weil Gotshal & Manges LLP


767 Fifth Avenue


New York, NY 10153


Attention: Michael J. Aiello and Matthew Gilroy


 


Any notice, statement or demand authorized
by this Agreement to be given or made by the holder of any PIPE 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


Attention: Compliance Department


 


in each case, with copy to:


 


9.3   Applicable Law.   The
validity, interpretation, and performance of this Agreement and of the PIPE 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 shall be brought and enforced in the courts of the City of New York, County of New York, 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. The Company hereby waives any objection to such exclusive jurisdiction and that such courts
represent an inconvenient forum.


 


9.4   Compliance and Confidentiality.   The
Warrant Agent shall perform its duties under this Agreement in compliance with all applicable laws and keep confidential all information
relating to this Agreement and, except as required by applicable law, shall not use such information for any purpose other than
the performance of the Warrant Agent’s obligations under this Agreement.


 






    	 	12	 



     


    




 


9.5   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 PIPE 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 PIPE Warrants.


 


9.6   Examination of the
Warrant Agreement.   A copy of this Agreement shall be available at all reasonable times at the office of the
Warrant Agent for inspection by the Registered Holder of any PIPE Warrant. The Warrant Agent may require any such holder to submit
such holder’s PIPE Warrant for inspection by the Warrant Agent.


 


9.7   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.


 


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


 


9.9   Amendments.   This
Agreement may be amended by the parties hereto without the consent of any Registered Holder for the purpose of curing any ambiguity,
or curing, correcting or supplementing any defective provision contained herein or adding or changing any other provisions with
respect to matters or questions arising under this Agreement as the parties may deem necessary or desirable and that the parties
deem shall not adversely affect the interest of the Registered Holders. All other modifications or amendments, including any modification
or amendment to increase the Warrant Price or shorten the Exercise Period shall require the vote or written consent of the Registered
Holders of 50% of the number of the then outstanding PIPE 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 2, respectively, without the
consent of the Registered Holders.


 


9.10   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.


 


Exhibit A Form of Warrant Certificate


 


Exhibit B Legend — PIPE Warrants


 






    	 	13	 



     


    

 


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


 


	 	CHURCHILL CAPITAL CORP III
	 	 	 
	 	By:	/s/ Jay Taragin
	 	 	Name: Jay Taragin
	 	 	Title: Chief Financial Officer
	 	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY
	 	 	 
	 	By:	/s/ Isaac Kagan
	 	 	Name: Isaac Kagan
	 	 	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


 


Churchill Capital Corp III

Incorporated Under the Laws of the State of Delaware


 


CUSIP [•]


 


Warrant Certificate


 


This Warrant Certificate certifies that,
or registered assigns, is the registered holder of warrant(s) evidenced hereby (the “PIPE Warrants” and each,
a “PIPE Warrant”) to purchase shares of Class A common stock, $0.0001 par value per share (“Common
Stock”), of Churchill Capital Corp III, a Delaware corporation (the “Company”). Each whole PIPE 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 “Warrant
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 Warrant 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 PIPE 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 PIPE Warrant.
If, upon the exercise of PIPE Warrants, a holder would be entitled to receive a fractional interest in a share of Common Stock,
the Company will, upon exercise, round down to the nearest whole number of the number of shares of Common Stock to be issued to
the holder. The number of shares of Common Stock issuable upon exercise of the PIPE Warrants is subject to adjustment upon the
occurrence of certain events as set forth in the Warrant Agreement. The initial Warrant Price per share of Common Stock for any
PIPE Warrant is equal to $12.50 per share. The Warrant Price is subject to adjustment upon the occurrence of certain events as
set forth in the Warrant Agreement.


 


[Form of Warrant]


 






    	 	A-1	 



     


    

 


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


 


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


 


This Warrant Certificate shall not be valid
unless countersigned by the Warrant Agent, as such term is used in the Warrant Agreement. This Warrant Certificate shall be governed
by and construed in accordance with the internal laws of the State of New York.


 


 


	 	CHURCHILL CAPITAL CORP III
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


   


[Form of Warrant]


 






    	 	A-2	 



     


    

 


[Form of Warrant Certificate]


 


[Reverse]


 


The PIPE Warrants evidenced by this Warrant
Certificate are part of a duly authorized issue of PIPE 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 [•], 2020 (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 PIPE 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.


 


PIPE Warrants may be exercised at any time
during the Exercise Period set forth in the Warrant Agreement. The holder of PIPE 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 Warrant Price as specified in the Warrant Agreement (or through “cashless exercise”
as provided for in the Warrant Agreement) at the designated office of the Warrant Agent. In the event that upon any exercise of
PIPE Warrants evidenced hereby the number of PIPE Warrants exercised shall be less than the total number of PIPE 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 PIPE Warrants not exercised.


 


Notwithstanding anything else in this Warrant
Certificate or the Warrant Agreement, no PIPE 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 PIPE Warrants set forth on
the face hereof may, subject to certain conditions, be adjusted. If, upon exercise of a PIPE 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 PIPE Warrant.


 


Warrant Certificates, when surrendered at
the designated office 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 PIPE Warrants.


 


Upon due presentation for registration of
transfer of this Warrant Certificate at the office of the Warrant Agent a new Warrant Certificate or Warrant Certificates of like
tenor and evidencing in the aggregate a like number of PIPE 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 PIPE 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 PIPE 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 Churchill Capital Corp III (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 PIPE Warrant has been
called for redemption by the Company pursuant to Section 6.1 of the Warrant Agreement and the Company has required
cashless exercise pursuant to Section 6.3 of the Warrant Agreement, the number of shares of Common Stock that this
PIPE Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(b), and Section 6.3
of the Warrant Agreement.


 


In the event that the PIPE 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 PIPE Warrant is exercisable for shall be determined in accordance with Section 7.4 of the
Warrant Agreement.


 


In the event that the PIPE 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 PIPE 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 BY THIS CERTIFICATE
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.


 


SHARES OF COMMON STOCK OF THE COMPANY ISSUED
UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS PURSUANT TO A SUBSCRIPTION AGREEMENT ENTERED INTO WITH
THE COMPANY.


 


 


 






    	 	B-1