Exhibit 4.4


 


WARRANT AGREEMENT


 


THIS WARRANT AGREEMENT (this
 “Agreement”), dated as of [●], 2021, is by and between Concord Acquisition Corp III, 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 [●], 2021,
the Company entered into separate agreements with Concord Sponsor Group III LLC, a Delaware limited liability company (the “Sponsor”),
and CA2 Co-Investment LLC, a Delaware limited liability company (“Cowen Investments” and collectively with the
Sponsor, the “Sponsors”), pursuant to which the Sponsors agreed to purchase an aggregate of 7,500,000 warrants
(or 8,250,000 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, (i) in order to fund
a portion of the trust account in connection with the Offering, the Sponsors have agreed to loan to the Company an aggregate of $5,000,000
(or $5,750,000 if the Over-allotment Option is exercised in full), which loans may be convertible into up to an aggregate of 5,750,000
warrants at a price of $1.00 per warrant, and (ii) if the Company exercises one or more of its options to extend the period of time by
which it must complete a Business Combination (as defined below), the Sponsor or its affiliates or designees may loan the Company an aggregate
of up to an additional $5,750,000, which loans would be convertible into up to an aggregate of an additional 5,750,000 warrants at a price
of $1.00 per warrant (any warrants issued pursuant to any of the loans described in this paragraph, “Sponsor Loan Warrants”),
any of which Sponsor Loan 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 Sponsor Loan Warrants;


 


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 1,500,000 warrants at a price of $1.00 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-half of one redeemable Public Warrant (as defined below) (the “Units”) and, in connection therewith,
has determined to issue and deliver 12,500,000 warrants (or up to 14,375,000 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,
the Sponsor Loan 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;


 






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WHEREAS, the Company has filed
with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No.
333-254789) and a prospectus (the “Prospectus”), for the registration under the Securities Act of 1933, as amended
(the “Securities Act”), of the Public Warrants and the Common Stock included in the Units;


 


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


 


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


 


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


 


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


 


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”).


 






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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 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 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 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.


 


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-half 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.


 






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2.6               
Private Placement Warrants; Sponsor Loan Warrants; Working Capital Warrants. The Private Placement Warrants, the Sponsor
Loan 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 or their Permitted Transferees (as defined below) the Private Placement Warrants, the Sponsor Loan 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 and Sponsor Loan 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) the shares of Common Stock issuable
upon exercise of the Private Placement Warrants, the Sponsor Loan Warrants and 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
Sponsor Loan Warrants, the Working Capital Warrants and any shares of Common Stock held by any of the Sponsors or their Permitted Transferees
that are issued upon exercise of the Private Placement Warrants, the Sponsor Loan Warrants or the 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 any employees of such affiliates, or to any member(s) of the Sponsors 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’ limited liability company agreement upon dissolution
of such Sponsor;


 


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


 


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


 


(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.


 






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3.                  
Terms and Exercise of Warrants.


 


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


 


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;


 






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(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, Sponsor Loan Warrant or Working Capital Warrant, so long as such Warrant is held
by any of the Sponsors or their Permitted Transferees, by surrendering the Warrants for that number of shares of Common Stock equal to
the quotient obtained by dividing (i) 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 (ii)
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, Sponsor Loan Warrant or Working
Capital Warrant is sent to the Warrant Agent;


 


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


 


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


 


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


 


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


 






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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.


 


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.


 






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


 






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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.


 






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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 Sponsor Loan Warrants and the Working Capital 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.


 






    11


     


    

 



 


	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.




 


	Redemption
    Date (period to expiration of warrants)	 	Fair
    Market Value of Our Common Stock
	≥$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


 






    12


     


    

 


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


 


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


 


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


 


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; Sponsor Loan 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, the Sponsor Loan Warrants
or the Working Capital Warrants if at the time of the redemption such Private Placement Warrants, Sponsor Loan Warrants or Working Capital
Warrants continue to be held by the Sponsors or their Permitted Transferees. However, once such Private Placement Warrants, Sponsor Loan
Warrants or Working Capital Warrants are transferred (other than to Permitted Transferees in accordance with Section 2.6 hereof),
the Company may redeem such Private Placement Warrants, Sponsor Loan Warrants or 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, Sponsor Loan Warrants or Working Capital Warrants to exercise the Private Placement Warrants, Sponsor Loan Warrants or Working
Capital Warrants prior to redemption pursuant to Section 6.4 hereof. Private Placement Warrants, Sponsor Loan Warrants or Working
Capital Warrants that are transferred to persons other than Permitted Transferees shall upon such transfer cease to be Private Placement
Warrants, Sponsor Loan Warrants or Working Capital Warrants, as applicable, and shall become Public Warrants under this Agreement, including
for purposes of Section 9.8 hereof.


 






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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.


 


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.


 






    14


     


    

 


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.


 


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.


 






    15


     


    

 


8.3               
Fees and Expenses of Warrant Agent.


 


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


 


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


 


8.4               
Liability of Warrant Agent.


 


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


 


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


 


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


 


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


 


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.


 






    16


     


    

 


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 III

477 Madison Avenue

New York, NY 10022

Attn:        Jeff Tuder

Email:      jeff@tremsoncapital.com


 


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


 


Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, NY 10004

Attn:     Compliance Department


 


With a copy in each case to:


 


Greenberg Traurig, LLP

1750 Tysons Boulevard, Suite 1000

McLean, VA 22102

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

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


 


and


 


DLA Piper LLP (US)

1251 Avenue of the Americas

New York, NY 10020

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

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


 






    17


     


    

 


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.


 


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.


 






    18


     


    

 


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, Sponsor
Loan 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, Sponsor Loan Warrants or Working
Capital Warrants or any provision of this Agreement with respect to the Private Placement Warrants, Sponsor Loan Warrants or Working Capital
Warrants, 50% of the then-outstanding Private Placement Warrants, Sponsor Loan Warrants and Working Capital Warrants, respectively; provided
that, solely in the case of an amendment to the terms of the Private Placement Warrants (and any Sponsor Loan Warrants and/or Working
Capital Warrants) or any provision of this Agreement with respect to the Private Placement Warrants (and any Sponsor Loan Warrants and/or
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 Placement Warrants, Sponsor Loan Warrants
and Working Capital 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).


 


Exhibit A – Form of Warrant Certificate


 


Exhibit B – Legend


 


[Signature Page Follows]


 






    19


     


    

 



 


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


 


	 	CONCORD ACQUISITION CORP III
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 



 


[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 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 “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 III, 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.


 


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


 






    A-1 


     


    

 


	 	CONCORD ACQUISITION CORP III
	 	 	 
	 	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 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 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, Sponsor Loan Warrant or Working Capital 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 III (THE “COMPANY”), CONCORD SPONSOR GROUP
III 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