Exhibit 4.9


 


CERTIFICATE OF VALIDATION OF

CERTIFICATE OF AMENDMENT OF

CERTIFICATE OF INCORPORATION OF

ATLIS MOTOR VEHICLES INC.


 


Atlis Motor Vehicles Inc., a Delaware corporation (the “Corporation”),
hereby certifies that:


 


		1.	The defective corporate acts that are
                                            the subject of this certificate of validation are (i) the reclassification of each share
                                            of the Common Stock into one share of Class A Common Stock, (ii) the issuance of 15,377,750
                                            shares of Class A Common Stock on March 6, 2020 pursuant to such reclassification, and (iii)
                                            the purported authorization of the issuance of Class A Common Stock, Class B Common Stock,
                                            Class C Common Stock and Class D Common Stock.



 


		2.	The nature of the failures of authorization
                                            in respect of the aforementioned defective corporate acts is: (1) the Corporation's Board
                                            of Directors (the “Board”) and stockholders did not approve, and the Corporation
                                            did not effect, the reclassification and authorization of the aforementioned classes of stock
                                            in the manner required by Sections 102(a)(4), 151 and 242 of the Delaware General Corporation
                                            Law (the “DGCL”), including because the Board and stockholders did not approve
                                            and the Corporation did not file with the Office of the Secretary of State of the State of
                                            Delaware an amendment to the Certificate of Incorporation of the Corporation (the “Certificate”)
                                            making provision for (a) the creation of the Class A Common Stock, Class B Common Stock,
                                            Class C Common Stock and Class D Common Stock, and (b) the reclassification of the outstanding
                                            shares of Common Stock into Class A Common Stock; (2) the Certificate did not authorize the
                                            type, and number of shares, of stock sufficient to authorize the issuance of the aforementioned
                                            shares, and, as a result, the Corporation issued shares of Class A Common Stock in excess
                                            of the number of such shares that it was authorized to issue under the Certificate and Section
                                            161 of the DGCL; and (3) the records of the Corporation do not confirm that stock certificates
                                            were issued in respect of the issued shares as contemplated by Section 158 of the DGCL, or,
                                            to the extent such shares were issued in uncertificated form, that the Board approved of
                                            the issuance of such shares in uncertificated form or that the holders thereof were provided
                                            the notice required by Section 151(f) of the DGCL.



 


		3.	The aforementioned defective corporate
                                            acts were ratified in accordance with Section 204 of the DGCL. The Board ratified such acts
                                            on April 13, 2022, pursuant to duly adopted resolutions. The stockholders of the Corporation
                                            approved the ratification of such acts on April 13, 2022, pursuant to resolutions duly adopted
                                            by written consent in lieu of a meeting pursuant to Section 228 of the DGCL.



 


		4.	No certificate with respect to the aforementioned
                                            defective corporate acts was previously filed with the Office of the Secretary of State of
                                            the State of Delaware. A Certificate of Amendment to the Certificate of Incorporation of
                                            the Corporation, containing all of the information that would be required under Section 242
                                            of the DGCL to give effect to the aforementioned defective corporate acts, is attached hereto
                                            and incorporated herein by reference. Such Certificate of Amendment shall be deemed to have
                                            become effective as of 12:01 a.m. (local time in Wilmington, Delaware) on March 6, 2020.



 



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In witness whereof, the undersigned has caused this Certificate
of Validation to be signed by its duly authorized officer on the date set forth below.


 


 


	 	ATLIS
                    MOTOR VEHICLES INC.


	 
	 	 	 
	 	 	 
	 	By:	/s/ Mark Hanchett	 
	 	Name:  	Mark Hanchett	 
	 	Title:	Chief Executive Officer	 
	 	 	 	 
	 	Date:	April 14, 2022	 





 



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ATTACHMENT


 


CERTIFICATE OF AMENDMENT OF

CERTIFICATE OF INCORPORATION


 


Atlis Motor Vehicles Inc., a Delaware corporation,
hereby certifies that:


 


Article FOURTH of the Certificate of Incorporation of the corporation
is hereby amended, to read in its entirety as set forth below:


 


The total number of shares of all classes of stock
which the corporation shall have authority to issue is 35,407,751 having a par value of $0.0001 per share, of which 25,392,750 shares
shall be Class A Common Stock, 1 share shall be Class B Common Stock, 15,000 shares shall be Class C Common Stock and 10,000,000 shares
shall be Class D Common Stock. Upon the effectiveness of the amendment to the certificate of incorporation first inserting this sentence
(which is deemed to have become effective as of 12:01 a.m. (local time in Wilmington, Delaware) on March 6, 2020), each share of Common
Stock, par value $0.0001 per share, of the corporation (the “Prior Common Stock”) issued and outstanding immediately prior
to such effectiveness shall automatically, without further action on the part of the corporation or any holder of Prior Common Stock,
and whether or not the certificates representing such shares of Prior Common Stock are surrendered to the corporation or its transfer
agent, be reclassified as and become one (1) validly issued, fully paid and non-assessable share of Class A Common Stock. From and after
the effectiveness of the aforementioned reclassification, each stock certificate that represented the Prior Common Stock shall represent
such Class A Common Stock.


 


Class A Common Stock.
Each holder of shares of Class A Common Stock shall be entitled to one (1) vote for each share thereof held on all matters
submitted to a vote of the stockholders of the corporation.


 


Class B Common Stock.
Each holder of shares of Class B Common Stock, as such, shall not, except as otherwise required by law, be entitled to vote
on any matter submitted to a vote of the stockholders of the corporation.


 


Class C Common Stock.
The designations, powers, preferences, privileges and relative participating, optional, or other rights, and qualifications,
limitations, or restrictions of the Class C Common Stock are as follows:


 


(a)       Voting.
Each holder of shares of Class C Common Stock shall be entitled to one (1) vote for each share thereof held on all matters submitted
to a vote of the stockholders of the corporation.


 


(b)       Board
of Directors. At any time when any shares of Class C Common Stock are outstanding, the holders thereof, exclusively and as a separate
class, shall be entitled to elect one (1) director to the Board of Directors.


 



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(c)       Liquidation.
In the event of a voluntary or involuntary liquidation, dissolution or winding up of the corporation, the holders of shares of Class
C Common Stock shall be entitled to receive, ratably, on a per share basis, before any payment or distribution shall be made with respect
to the Class A Common Stock, Class B Common Stock or Class D Common Stock, an amount per share in cash equal to $8.24.


 


(d)       Automatic
Conversion. Each share of Class C Common Stock shall be converted automatically into one (I) duly authorized, validly issued, fully
paid and nonassessable share of Class A Common Stock upon any sale or transfer of such share of Class C Common Stock, and such conversion
shall occur automatically without the need for any further action by the holders of such shares and whether or not the certificates representing
such shares (if any) are surrendered to the corporation or its transfer agent.


 


Class D Common Stock. Each holder of
shares of Class D Common Stock shall be entitled to ten (10) votes for each share thereof held on all matters submitted to a vote of
the stockholders of the corporation.


 


 


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