Exhibit 4.5


 





	
        NUMBER

         

        ________-

         
	 	
        (SEE REVERSE SIDE FOR LEGEND)

         

        THIS WARRANT WILL BE VOID IF
NOT EXERCISED PRIOR TO THE EXPIRATION DATE (DEFINED BELOW)
	 	WARRANTS


 





 


CUSIP
16842Q126


 


CLASS Z REDEEMABLE
WARRANT


 


THIS CERTIFIES THAT, for value received


 


is the registered
holder of a warrant or warrants (the “Warrant”), expiring at 5:00 p.m., New York City time, on June 30, 2022 to purchase
one fully paid and non-assessable share of Class A common stock, par value $0.0001 per share (“Shares”), of Chicken
Soup for the Soul Entertainment Inc., a Delaware corporation (the “Company”) for each Warrant evidenced by this Warrant
Certificate. The Warrant entitles the holder thereof to purchase from the Company such number of Shares of the Company at the Warrant
Price, upon surrender of this Warrant Certificate and payment of the Warrant Price at the office or agency of the Warrant Agent,
Continental Stock Transfer & Trust Company, but only subject to the conditions set forth herein and in the Warrant Agreement
between the Company and Continental Stock Transfer & Trust Company. In no event will the Company be required to net cash settle
any warrant exercise. The Warrant Agreement provides that upon the occurrence of certain events the Warrant Price and the number
of Shares purchasable hereunder, set forth on the face hereof, may, subject to certain conditions, be adjusted. The term Warrant
Price as used in this Warrant Certificate refers to the price per Share at which Shares may be purchased at the time the Warrant
is exercised. The initial Warrant Price per share of Common Stock for any Warrant is equal to $12.00 per share.


 


Upon any exercise
of the Warrant for less than the total number of full Shares provided for herein, there shall be issued to the registered holder
hereof or the registered holder’s assignee a new Warrant Certificate covering the number of Shares for which the Warrant
has not been exercised.


 


Warrant Certificates,
when surrendered at the office or agency of the Warrant Agent by the registered holder hereof in person or by 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 and evidencing in the aggregate a
like number of Warrants.


 


Upon due presentment
for registration of transfer of the Warrant Certificate at the office or agency 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
in exchange for this Warrant Certificate, subject to the limitations provided in the Warrant Agreement, without charge except for
any applicable tax or other governmental charge.


 


The Company and
the Warrant Agent may deem and treat the registered holder as the absolute owner of this Warrant Certificate (notwithstanding any
notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the
registered holder, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to
the contrary.


 


This Warrant does
not entitle the registered holder to any of the rights of a stockholder of the Company.


 


The Company reserves
the right to call the Warrant at any time prior to its exercise at a price of $0.01 per Warrant, if the closing per-share sales
price of the Shares has been at least $18.00 (as adjusted for stock splits, stock dividends, or similar events) for any twenty
trading days out of a consecutive thirty trading days period, in addition to certain other conditions as described in the Warrant
Agreement. Any Warrant either not exercised or tendered back to the Company by the end of the date specified in the notice of call
shall be canceled on the books of the Company and have no further value except for the $0.01 call price.


 


By


 


	 	 	 
	Chairman	 	Secretary


 






     


     


    

 


SUBSCRIPTION FORM


 


To Be Executed by the Registered Holder
in Order to Exercise Warrants


 


The undersigned Registered Holder irrevocably
elects to exercise ______________ Warrants represented by this Warrant Certificate, and to purchase the Common Stock issuable
upon the exercise of such Warrants, and requests that Certificates for such shares shall be issued in the name of


 


	(PLEASE TYPE OR PRINT NAME AND ADDRESS)
	 
	 
	 
	(SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER)
	and be delivered to	 
	(PLEASE PRINT OR TYPE NAME AND ADDRESS)







	 
	and, if such number of Warrants shall not be all the Warrants evidenced by this Warrant Certificate, that a new Warrant Certificate for the balance of such Warrants be registered in the name of, and delivered to, the Registered Holder at the address stated below:




 


	Dated:	 	 	 
	 	 	(SIGNATURE)
	 	 	 
	 	 	(ADDRESS)
	 	 	 
	 	 	 
	 	 	(TAX IDENTIFICATION NUMBER)




 


ASSIGNMENT


 


To Be Executed by the Registered Holder
in Order to Assign Warrants


 


For Value Received, _______________________ hereby sell, assign,
and transfer unto


 


	(PLEASE TYPE OR PRINT NAME AND ADDRESS)
	 
	 
	 
	(SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER)
	and be delivered to	 
	(PLEASE PRINT OR TYPE NAME AND ADDRESS)


 


	_________________________of the Warrants represented by this Warrant Certificate, and hereby irrevocably constitute and appoint ________________________________ Attorney to transfer this Warrant Certificate on the books of the Company, with full power of substitution in the premises.




 


	Dated:	 	 	 
	 	 	(SIGNATURE)




 


The
signature to the assignment of the Subscription Form must correspond to the name written upon the face of this Warrant Certificate
in every particular, without alteration or enlargement or any change whatsoever, and must be guaranteed by a commercial bank or
trust company or a member firm of the NYSE Amex, New York Stock Exchange, Pacific Stock Exchange or Chicago Stock Exchange.