Exhibit 4.10


 


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 Class D Common Stock into one share of Class D Stock, (ii) the issuance of 23,475,372
                                            shares of Class D Stock on August 24, 2021 pursuant to such reclassification, and (iii) the
                                            purported authorization of the issuance of Class D 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 Class D 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 State Office an amendment to the Certificate of Incorporation
                                            of the Corporation (the “Certificate) making provision for (a) the creation of the
                                            Class D Stock, and (b) the reclassification of the outstanding shares of Class D Common Stock
                                            into Class D 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 D Stock in excess of the number of such shares that
                                            it was authorized to issue under the Certificate and Section 161 of the DGCL; (3) the records
                                            of the Corporation do not confirm that the Board approved the foregoing stock issuances or
                                            determined the consideration to be received in exchange therefor in accordance with Section
                                            152 of the DGCL; and (4) 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 August 24, 2021.



 



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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 96,248,541, having a par value of $0.0001 per share, of which 54,307,968
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 41,925,572
shares shall be Class D 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 August 24, 2021), each share of Class
D Common Stock, par value $0.0001 per share, of the corporation (the “Prior Class D 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
Class D Common Stock, and whether or not the certificates representing such shares of Prior Class D 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
D Stock. From and after the effectiveness of the aforementioned reclassification, each stock certificate that represented the Prior Common
Stock shall represent such Class D 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.


 


(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 or Class B Common Stock, an amount per share in cash equal to $8.24.


 






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(d)     Automatic
Conversion. Each share of Class C Common Stock shall be converted automatically into one (1) 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 Stock. The designations, powers,
preferences, privileges and relative, participating, optional, or other rights, and qualifications, limitations, or restrictions of the
Class D Stock are as follows:


 


		(a)	Voting. Each holder of shares
                                            of Class D 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.



 


		(b)	Dividends. Dividends shall
                                            not be declared or paid on the Class D Stock.



 


		(c)	Liquidation. The holders
                                            of shares of Class D Stock, as such, shall not be entitled to receive any assets of the Corporation
                                            in the event of any voluntary or involuntary liquidation, dissolution or winding up of the
                                            affairs of the corporation.



 


 


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