Exhibit 4.5

	
	COUNTERSIGNED AND REGISTERED:
CONTINENTAL STOCK TRANSFER & TRUST COMPANY
NEW YORK, N.Y.
BY WARRANT AGENT
AUTHORIZED SIGNATURE
SPECIMEN
CERTIFICATE EVIDENCING COMMON UNITS
REPRESENTING LIMITED PARTNER INTERESTS IN
SECRETARY
PRESIDENT
THIS CERTIFIES THAT, for value received is the registered holder of a warrant or warrants (the “Warrant(s)”) of Embark Technology , Inc., a Delaware corporation (the “Company”), exp iring at 5:00 p.m. New
York City time, on ___________ 2026  to purchase one fully
paid and non-assessable share of common stock, par value $0.0001 per share (“Shares”), of the Company for each whole Warrant evidenced by this Warrant Certificate.  The Warrant entitles the holder thereof to purchase from the Company, commencing on the later of thirty days after the closing date of the Business Combination (as defined in the Warrant Agreement) or twelve months from the closing of the Public Offering (as defined in the Warrant Agreement), such number of Shares of the Company at the Warrant Price (as defined below) upon surrender of this Warrant Certificate and payment of the Warrant Price at the office or agency of Continental Stock Transfer & Trust Company (the “Warrant Agent”), but only subject to the conditions set forth herein and in the Warrant Agreement, dated January 12, 2021 between the Company and Continental Stock Transfer & Trust Company (the “Warrant Agreement”).  In no event will the Company be required to net cash settle any warrant exercise.  The Warrant Agreement provides that upon the occurrence of certain events the Warrant Price and the number of Shares purchasable hereunder, set forth on the face hereof, may, subject to certain conditions, be adjusted. The term “Warrant Price” as used in this Warrant Certificate refers to the price per Share at which Shares may be purchased at the time the Warrant is exercised. The initial Warrant Price per Share is equal to $11.50 per share.  No fraction of a Share will
be issued upon any exercise of a Warrant.  If the holder of a Warrant would be entitled to receive a
fraction of a Share upon any exercise of a Warrant, the Company shall, upon such exercise, round down to the nearest whole
number the number of Shares to be issued to such holder. Upon any exercise of the Warrant for less than
the total number of full Shares provided for herein, there shall be issued to the registered holder hereof or the registered
holder’s assignee a new Warrant Certificate covering the number of Shares for which the Warrant has not
been exercised. Warrant
Certificates,
when
surrendered
at the
office
or
agency
of
the
Warrant
Agent
by
the
registered
holder
in
person or by
attorney
duly
authorised
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 and evidencing in the aggregate a like number of Warrants. Upon due presentment fo
r
registration
of
transfer
of
the
Warrant
Certificate
at
the o
ffice or agency
of
the
Warrant
Ag
ent,
a
new
Warrant Certificate
or
Warrant
Certificates
o
f like
tenor
and evidencing in the aggregate
a
like
number o
f
Warrants shall be issu
ed

to the transferee in ex
chang
e for this
Warrant Certificate, subject to the limitation
s provided in the
Warrant
Agreement, without charge except for any ap
plicab
le tax or other gov
ern
men
tal charge.
The Company and the Warrant Agent may deem and treat the registered holder as the absolute owner 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 registered holder, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary. This Warrant does not entitle the registered holder to any of the rights of a stockholder of the Company. The Company reserves the right to call the Warrant at any time prior to its exercise with a notice of call in writing to the holders of record of the Warrant, giving at least 30 days’ notice of such call, at any time while the Warrant is exercisable, if the last sale price of the Shares has been at least $18.00 per share on each of 20 trading days within any 30 trading day period
(the
 “30-day trading period”) ending on the third business day prior to the date on which notice of such call is given and if, and only if, there is a current registration statement in effect with respect to the Shares underlying the
Warrants
commencing five business days prior to the 30-day trading period and continuing each day thereafter until the date of redemption.  The call price of the Warrants is to be $0.01 per Warrant.  Any Warrant either not exercised or tendered back to the Company by the end of the date specified in the notice of call shall be cancelled on the books of the Company and have no further value except for the $0.01 call price.
SEE REVERSE FOR CERTAIN DEFINITIONS





	
	SUBSCRIPTION FORM
To Be Executed by the Registered Holder in Order to Exercise Warrants
The  undersigned  Registered  Holder  irrevocably  elects  to  exercise  ______________ Warrants  represented  by  this  Warrant  Certificate,  and  to
purchase the Common Stock issuable upon the exercise of such Warrants, and tenders payment of the aggregate Warrant Price for such shares as
follows:
[ ] Check in the amount of $________, payable to order of the Company, enclosed herewith.
[ ] Cashless Exercise pursuant to Section 3.3.1(b) of the Warrant Agreement.
The undersigned Registered Holder requests that Certificates for such shares shall be issued in the name specified below:
(PLEASE TYPE OR PRINT NAME AND ADDRESS)
 (SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER)
and be delivered to  ___________________________________________________________________________________________
(PLEASE PRINT OR TYPE NAME AND ADDRESS)
and,  if  such  number  of Warrants  shall  not  be  all  the  Warrants  evidenced  by  this  Warrant  Certificate,  that  a  new  Warrant  Certificate  for  the
balance of such Warrants be registered in the name of, and delivered to, the Registered Holder at the address stated below:
Dated: _____________________ ___________________________________________
(SIGNATURE)
___________________________________________
(ADDRESS)
___________________________________________
___________________________________________
(TAX IDENTIFICATION NUMBER)
ASSIGNMENT
To Be Executed by the Registered Holder in Order to Assign Warrants
For Value Received, _______________________ hereby sell, assign, and transfer unto
(PLEASE TYPE OR PRINT NAME AND ADDRESS)
 (SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER)
and be delivered to  ___________________________________________________________________________________________
(PLEASE PRINT OR TYPE NAME AND ADDRESS)
______________________ of the Warrants represented by this Warrant Certificate, and hereby irrevocably constitute and appoint
_________________________________ Attorney to transfer this Warrant Certificate on the books of the Company, with full power of
substitution in the premises.
Dated: _________________________ _________________________________
(SIGNATURE)
THE SIGNATURE TO THE ASSIGNMENT OF THE SUBSCRIPTION FORM MUST CORRESPOND TO THE NAME WRITTEN UPON THE FACE OF THIS WARRANT CERTIFICATE IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST BE GUARANTEED BY A COMMERCIAL BANK OR TRUST COMPANY OR A MEMBER FIRM OF THE NYSE
AMEX, NEW YORK STOCK EXCHANGE, PACIFIC STOCK EXCHANGE OR CHICAGO STOCK EXCHANGE.