Exhibit 4.1


 





Form of Representative’s Warrant Agreement


 


COMMON STOCK PURCHASE WARRANT


 


For the Purchase of [_____] Shares of Common Stock


of


WINC, INC.


 


1.     Purchase
Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of Spartan Capital Securities, LLC (“Holder”),
as registered owner of this Purchase Warrant, Winc, Inc., a Delaware corporation (the “Company”), Holder is entitled,
at any time or from time to time at or before 5:00 p.m., Eastern time, [____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE
DATE OF THE REGISTRATION STATEMENT] (the ”Expiration Date”), but not thereafter, to subscribe for, purchase and
receive, in whole or in part, up to [____]1 shares of common
stock of the Company, par value $0.0001 per share (the “Shares”), subject to adjustment as provided in Section 6 hereof.
If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised
on the next succeeding day which is not such a day in accordance with the terms herein. This Purchase Warrant is initially exercisable
at $[___] per Share [110% of the public offering price of the Initial Securities sold in the Offering]; provided,
however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase
Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein
specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending
on the context. The term “Effective Date” shall mean [_________], 2021, the date on which the Registration Statement
on Form S-1 (File No. 333-259828) (the “IPO Registration Statement”) of the Company was declared effective by the
Securities and Exchange Commission.


 


2.    
Exercise.


 


2.1. Exercise Form.
In order to exercise this Purchase Warrant, the exercise form attached hereto must be duly executed and completed and delivered to the
Company, together with this Purchase Warrant and payment of the Exercise Price for the Shares being purchased payable in cash by wire
transfer of immediately available funds to an account designated by the Company or by certified check or official bank check. If the subscription
rights represented hereby shall not be exercised at or before 5:00 p.m., Eastern time, on the Expiration Date, this Purchase Warrant shall
become and be void without further force or effect, and all rights represented hereby shall cease and expire.


 


2.2. Cashless Exercise.
In lieu of exercising this Purchase Warrant by payment of cash or check payable to the order of the Company pursuant to Section 2.1 above,
Holder may elect to receive the number of Shares equal to the value of this Purchase Warrant (or the portion thereof being exercised),
by surrender of this Purchase Warrant to the Company, together with the exercise form attached hereto, in which event the Company shall
issue to Holder, Shares in accordance with the following formula:


 


	X	=	Y(A-B)	 
	A	 


 


	Where,	 	 	 
	 	X	=	The number of Shares to be issued to Holder;
	 	Y	=	The number of Shares for which the Purchase Warrant is being exercised;
	 	A	=	The fair market value of one Share; and
	 	B	=	The Exercise Price.


 


 



1 3.0% of
shares sold in Offering.


 






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For purposes of this Section
2.2, the fair market value of a Share is defined as follows:


 


	 	(i)	if the Company’s common stock is traded on a securities exchange, the value shall be deemed to be the closing price on such exchange on the trading day immediately prior to the date on which the exercise form is submitted in connection with the exercise of the Purchase Warrant;


 


	 	(ii)	if the Company’s common stock is actively traded over-the-counter, the value shall be deemed to be the closing bid price on the trading day immediately prior to the date on which the exercise form is submitted in connection with the exercise of the Purchase Warrant; or


 


	 	(iii)	if there is no active public market, the value shall be the fair market value thereof, as determined in good faith by the Company’s Board of Directors.


 


		3.	Transfer.



 


3.1. General Restrictions.
The registered Holder of this Purchase Warrant agrees by his, her or its acceptance hereof, that such Holder will not: (a) sell, transfer,
assign, pledge or hypothecate this Purchase Warrant or the Shares issuable hereunder for a period of one hundred eighty (180) days following
the Effective Date to anyone other than: (i) Spartan Capital Securities, LLC (“Spartan”) or an underwriter or a selected
dealer participating in the offering made pursuant to the IPO Registration Statement, or (ii) a bona fide officer or partner of Spartan
or of any such underwriter or selected dealer, in each case in accordance with FINRA Conduct Rule 5110(e)(1), or (b) cause this Purchase
Warrant or the Shares issuable hereunder to be the subject of any hedging, short sale, derivative, put or call transaction that would
result in the effective economic disposition of this Purchase Warrant or the securities hereunder, except as provided for in FINRA Rule
5110(e)(2). On and after 180 days after the Effective Date, transfers to others may be made subject to compliance with or exemptions from
applicable securities laws. In order to make any permitted assignment, the Holder must deliver to the Company the assignment form attached
hereto duly executed and completed, together with the Purchase Warrant and payment of all transfer taxes, if any, payable in connection
therewith. The Company shall within five (5) business days transfer this Purchase Warrant on the books of the Company and shall execute
and deliver a new Purchase Warrant or Purchase Warrants of like tenor to the appropriate assignee(s) expressly evidencing the right to
purchase the aggregate number of Shares purchasable hereunder or such portion of such number as shall be contemplated by any such assignment.


 


3.2. Ownership of Warrants
The Company may treat the registered holder of this Warrant in the books of the Company as the
owner and holder thereof for all purposes, notwithstanding any notice to the contrary, except that, if and when any Warrant is properly
assigned in blank, the Company may (but shall not be obligated to) treat the bearer thereof as the owner of such Warrant for all purposes,
notwithstanding any notice to the contrary. 


 


		4.	Registration Rights.



 


		4.1.	“Piggy-Back” Registration.



 


4.1.1.        Grant
of Right. Subject to Section 4.1.3, the Holder shall have the right, for a period of no more than seven (7) years from the
Effective Date in accordance with FINRA Rule 5110(g)(8)(D), to include all or any portion of the Shares underlying the Purchase
Warrants (excluding any Shares which have been transferred and the subsequent disposition thereof no
longer requires registration or qualification under the Securities Act or any similar state law then in force) (collectively,
the “Registrable Securities”) as part of any other registration of securities filed by the Company (other than in
connection with a transaction contemplated by Rule 145(a) promulgated under the Securities Act or pursuant to Form S-8 or any
equivalent form); provided, however, that if, solely in connection with any underwritten public offering
involving the offer and sale of the Company’s common stock, the managing underwriter(s) thereof shall, in its reasonable
discretion, impose a limitation on the number of shares of common stock which may be included in the registration statement because,
in such underwriter(s)’ judgment, marketing or other factors dictate such limitation is necessary to facilitate public
distribution, then the Company shall be obligated to include in such registration statement only such limited portion of the
Registrable Securities with respect to which the Holder requested inclusion hereunder as the underwriter shall reasonably permit.
Any exclusion of Registrable Securities shall be made in a manner consistent with the exclusion of securities as set forth in the
Company’s amended and restated investor’s rights agreement.


 






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4.1.2.       
Terms. The Company shall bear all fees and expenses attendant to registering the Registrable Securities pursuant to Section
4.1.1 hereof, but the Holders shall pay any and all underwriting commissions and fees and the expenses of any legal counsel selected by
the Holders to represent them in connection with the sale of the Registrable Securities. In the event of such a proposed registration,
the Company shall furnish the then Holders of outstanding Registrable Securities with not less than thirty (30) days’ written notice
prior to the anticipated effective date of such registration statement. Such notice to the Holders shall continue to be given for each
registration statement filed by the Company until such time as all of the Registrable Securities have been sold by the Holder. The holders
of the Registrable Securities shall exercise the “piggy-back” rights provided for herein by giving written notice within ten
(10) days of the receipt of the Company’s notice of the anticipated effective date of the registration statement. Except as otherwise
provided in this Purchase Warrant, there shall be no limit on the number of times the Holder may request registration under this Section
4.1.2; provided, however, that such registration rights shall terminate on the seventh anniversary of the
Commencement Date.


 


4.1.3.       
Expiration. Notwithstanding anything herein to the contrary, Shares acquired following an exercise of the Purchase Warrants
shall cease to constitute Registrable Securities if the Holder holds less than 1% of the Company’s outstanding common stock and
all common stock held by the Holder (and its affiliates) may be sold pursuant to Rule 144 promulgated under the Securities Act of 1933,
as amended, during any ninety (90) day period.


 


		4.2.	General Terms.



 


4.2.1.        Indemnification. The Company shall indemnify the Holders of the Registrable Securities to be sold pursuant to any registration
statement hereunder and each person, if any, who controls such Holders within the meaning of Section 15 of the Securities Act or Section
20(a) of the Securities Exchange Act of 1934, as amended (“Exchange Act”), against all loss, claim, damage, expense
or liability (including all reasonable attorneys’ fees and other expenses reasonably incurred in investigating, preparing or defending
against any claim whatsoever) to which any of them may become subject under the Securities Act, the Exchange Act or otherwise, arising
from such registration statement but only to the same extent and with the same effect as the provisions pursuant to which the Company
has agreed to indemnify the Underwriters contained in Section 6(a) of the Underwriting Agreement between the Underwriters and the Company,
dated as of [___________], 2021. The Holders of the Registrable Securities to be sold pursuant to such registration statement, and their
successors and assigns, shall severally, and not jointly, indemnify the Company, against all loss, claim, damage, expense or liability
(including all reasonable attorneys’ fees and other expenses reasonably incurred in investigating, preparing or defending against
any claim whatsoever) to which they may become subject under the Securities Act, the Exchange Act or otherwise, arising from information
furnished by or on behalf of such Holders, or their successors or assigns, in writing, for specific inclusion in such registration statement
to the same extent and with the same effect as the provisions contained in Section 6(b) of the Underwriting Agreement pursuant to which
the Underwriters have agreed to indemnify the Company.


 






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4.2.2.       
Exercise of Purchase Warrants. Nothing contained in this Purchase Warrant shall be construed as requiring the Holders to
exercise their Purchase Warrants prior to or after the initial filing of any registration statement or the effectiveness thereof.


 


4.2.3.       
Documents Delivered to Holders. In the sale by the Holders is an underwritten offering, the Company shall furnish to Holder
participating in such offering and each underwriter of any such offering, a signed counterpart, addressed to such Holder or underwriter,
of: (i) an opinion of counsel to the Company dated the date of the closing under any underwriting agreement related thereto), and (ii)
a “cold comfort” letter dated the date of the closing under the underwriting agreement) signed by the independent registered
public accounting firm which has issued a report on the Company’s financial statements included in such registration statement,
in each case covering substantially the same matters with respect to such registration statement (and the prospectus included therein)
and, in the case of such accountants’ letter, with respect to events subsequent to the date of such financial statements, as are
customarily covered in opinions of issuer’s counsel and in accountants’ letters delivered to underwriters in underwritten
public offerings of securities. The Company shall also deliver promptly to each Holder participating in the offering requesting the correspondence
and memoranda described below and to the managing underwriter, if any, copies of all correspondence between the Commission and the Company,
its counsel or auditors and all memoranda relating to discussions with the Commission or its staff with respect to the registration statement
and permit each Holder and underwriter to do such investigation, upon reasonable advance notice, with respect to information contained
in or omitted from the registration statement as it deems reasonably necessary to comply with applicable securities laws or rules of FINRA.
Such investigation shall include access to books, records and properties and opportunities to discuss the business of the Company with
its officers and independent auditors, all to such reasonable extent and at such reasonable times as any such Holder shall reasonably
request.


 


4.2.4.        Underwriting
Agreement. The Company shall enter into an underwriting agreement with the managing underwriter(s), if any, selected by any Holders
whose Registrable Securities are being registered pursuant to this Section 4, which managing underwriter shall be reasonably satisfactory
to the Company. Such agreement shall be reasonably satisfactory in form and substance to the Company, each Holder and such managing underwriters,
and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily contained in
agreements of that type used by the managing underwriter. The Holders shall be parties to any underwriting agreement relating to an underwritten
sale of their Registrable Securities and may, at their option, require that any or all the representations, warranties and covenants
of the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such Holders shall
not be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate
to such Holders, their Shares and their intended methods of distribution.


 


4.2.5.       
Documents to be Delivered by Holders. Each of the Holders participating in any of the foregoing offerings shall furnish
to the Company a completed and executed questionnaire provided by the Company requesting information customarily sought of selling security
holders.


 


4.2.6.        Damages.
Should the registration or the effectiveness thereof required by Sections 4.1 hereof be delayed by the Company or the Company
otherwise fails to comply with such provisions, the Holders shall, in addition to any other legal or other relief available to the
Holders, be entitled to obtain specific performance or other equitable (including injunctive) relief against the threatened breach
of such provisions or the continuation of any such breach, without the necessity of proving actual damages and without the necessity
of posting bond or other security.


 






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		5.	New Purchase Warrants to be Issued.



 


5.1. Partial Exercise
or Transfer. Subject to the restrictions in Section 3 hereof, this Purchase Warrant may be exercised or assigned in whole or in part.
In the event of the exercise or assignment hereof in part only, upon surrender of this Purchase Warrant for cancellation, together with
the duly executed exercise or assignment form and funds sufficient to pay any Exercise Price and/or transfer tax if exercised pursuant
to Section 2.1 hereto, the Company shall cause to be delivered to the Holder without charge a new Purchase Warrant of like tenor to this
Purchase Warrant in the name of the Holder evidencing the right of the Holder to purchase the number of Shares purchasable hereunder as
to which this Purchase Warrant has not been exercised or assigned.


 


5.2. Lost Certificate.
Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of this Purchase Warrant and
of reasonably satisfactory indemnification or the posting of a bond, the Company shall execute and deliver a new Purchase Warrant of like
tenor and date. Any such new Purchase Warrant executed and delivered as a result of such loss, theft, mutilation or destruction shall
constitute a substitute contractual obligation on the part of the Company.


 


		6.	Adjustments.



 


6.1. Adjustments to Exercise
Price and Number of Securities. The Exercise Price and the number of Shares underlying the Purchase Warrant shall be subject to adjustment
from time to time as hereinafter set forth:


 


6.1.1.       
Share Dividends; Split Ups. If, after the date hereof, and subject to the provisions of Section 6.3 below, the number of
outstanding Shares is increased by a stock dividend payable in Shares or by a split up of Shares or other similar event, then, on the
effective day thereof, the number of Shares purchasable hereunder shall be increased in proportion to such increase in outstanding Shares,
and the Exercise Price shall be proportionately decreased.


 


6.1.2.       
Aggregation of Shares. If, after the date hereof, and subject to the provisions of Section 6.3 below, the number of outstanding
Shares is decreased by a consolidation, combination or reclassification of Shares or other similar event, then, on the effective date
thereof, the number of Shares purchasable hereunder shall be decreased in proportion to such decrease in outstanding Shares, and the Exercise
Price shall be proportionately increased.


 


6.1.3.        Replacement
of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Shares other than a
change covered by Section 6.1.1 or 6.1.2 hereof or that solely affects the par value of such Shares, or in the case of any share
reconstruction or amalgamation or consolidation of the Company with or into another corporation (other than a consolidation or share
reconstruction or amalgamation in which the Company is the continuing corporation and that does not result in any reclassification
or reorganization of the outstanding Shares), or in the case of any sale or conveyance to another corporation or entity of the
property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Holder
of this Purchase Warrant shall have the right thereafter (until the expiration of the right of exercise of this Purchase Warrant) to
receive upon the exercise hereof, for the same aggregate Exercise Price payable hereunder immediately prior to such event, the kind
and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification,
reorganization, share reconstruction or amalgamation, or consolidation, or upon a dissolution following any such sale or transfer,
by a holder of the number of Shares of the Company issuable upon exercise of this Purchase Warrant immediately prior to such event;
and if any reclassification also results in a change in Shares covered by Section 6.1.1 or 6.1.2, then such adjustment shall be made
pursuant to Sections 6.1.1, 6.1.2 and this Section 6.1.3. The provisions of this Section 6.1.3 shall similarly apply to successive
reclassifications, reorganizations, share reconstructions or amalgamations, or consolidations, sales or other transfers.


 


6.1.4.       
Changes in Form of Purchase Warrant. This form of Purchase Warrant need not be changed because of any change pursuant to
this Section 6.1, and Purchase Warrants issued after such change may state the same Exercise Price and the same number of Shares as are
stated in the Purchase Warrants initially issued pursuant to this Agreement. The acceptance by any Holder of the issuance of new Purchase
Warrants reflecting a required or permissive change shall not be deemed to waive any rights to an adjustment occurring after the Commencement
Date or the computation thereof.


 






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6.2. Substitute Purchase
Warrant. In case of any consolidation of the Company with, or share reconstruction or amalgamation of the Company with or into, another
corporation (other than a consolidation or share reconstruction or amalgamation which does not result in any reclassification or change
of the outstanding Shares), the corporation formed by such consolidation or share reconstruction or amalgamation shall execute and deliver
to the Holder a supplemental Purchase Warrant providing that the holder of each Purchase Warrant then outstanding or to be outstanding
shall have the right thereafter (until the stated expiration of such Purchase Warrant) to receive, upon exercise of such Purchase Warrant,
the kind and amount of shares of stock and other securities and property receivable upon such consolidation or share reconstruction or
amalgamation, by a holder of the number of Shares for which such Purchase Warrant might have been exercised immediately prior to such
consolidation, share reconstruction or amalgamation, sale or transfer. Such supplemental Purchase Warrant shall provide for adjustments
which shall be identical to the adjustments provided for in this Section 6. The above provision of this Section shall similarly apply
to successive consolidations or share reconstructions or amalgamations.


 


6.3. Elimination of Fractional
Interests. The Company shall not be required to issue certificates representing fractions of Shares upon the exercise of the Purchase
Warrant, nor shall it be required to issue scrip or pay cash in lieu of any fractional interests, it being the intent of the parties that
all fractional interests shall be eliminated by rounding any fraction up or down, as the case may be, to the nearest whole number of Shares
or other securities, properties or rights.


 


7.     Reservation
and Listing. The Company shall at all times reserve and keep available out of its authorized Shares, solely for the purpose of issuance
upon exercise of the Purchase Warrants, such number of Shares or other securities, properties or rights as shall be issuable upon the
exercise thereof. The Company covenants and agrees that, upon exercise of the Purchase Warrants and payment of the Exercise Price therefor,
in accordance with the terms hereby, all Shares and other securities issuable upon such exercise shall be duly and validly issued, fully
paid and non-assessable and not subject to preemptive rights of any stockholder. As long as the Purchase Warrants shall be outstanding,
the Company shall use its commercially reasonable efforts to cause all Shares issuable upon exercise of the Purchase Warrants to be listed
(subject to official notice of issuance) on all national securities exchanges (or, if applicable, on the OTC Bulletin Board or any successor
trading market) on which the Shares issued to the public in the Offering may then be listed and/or quoted.


 


8.     Certain Notice Requirements.


 


8.1. No Rights as
Stockholder. No Holder shall be entitled to vote or receive dividends or distributions or
be deemed the holder of any equity securities which may at any time be issuable on the exercise hereof, nor shall anything contained
herein be construed to confer upon the Holder, as such, any of the rights of a stockholder of the Company or any right to vote for
the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent
to any corporate action (whether upon any recapitalization, issuance of stock, reclassification of stock, change of par value,
consolidation, merger, conveyance, or otherwise) or to receive notice of meetings, or to receive dividends or distributions, or to
share in the assets of the Company in the event of a liquidation, dissolution or the winding up of the Company, until the Purchase
Warrant shall have been exercised and the Shares shall have become deliverable, as provided herein.


 






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8.2. Certain Notices.
If at any time prior to the expiration of the Purchase Warrants and their exercise, any of the events described in Section 8.3 shall occur,
then, in one or more of said events, the Company shall give written notice of such event at least fifteen (15) days prior to the date
fixed as a record date or the date of closing the transfer books for the determination of the stockholders entitled to such dividend,
distribution, conversion or exchange of securities or subscription rights, or entitled to vote on such proposed dissolution, liquidation,
winding up or sale. Such notice shall specify such record date or the date of the closing of the transfer books, as the case may be. Notwithstanding
the foregoing, the Company shall deliver to each Holder a copy of each notice given to the other stockholders of the Company at the same
time and in the same manner that such notice is given to the stockholders.


 


8.3. Events Requiring
Notice. The Company shall be required to give the notice described in this Section 8 upon one or more of the following events: (i)
if the Company shall take a record of the holders of its Shares for the purpose of entitling them to receive a dividend or distribution
payable otherwise than in cash, or a cash dividend or distribution payable otherwise than out of retained earnings, as indicated by the
accounting treatment of such dividend or distribution on the books of the Company; (ii) the Company shall offer to all the holders of
its Shares any additional shares of capital stock of the Company or securities convertible into or exchangeable for shares of capital
stock of the Company, or any option, right or warrant to subscribe therefor; or (iii) a dissolution, liquidation or winding up of the
Company (other than in connection with a consolidation or share reconstruction or amalgamation) or a sale of all or substantially all
of its property, assets and business shall be proposed.


 


8.4. Notice of Change
in Exercise Price. The Company shall, promptly after an event requiring a change in the Exercise Price pursuant to Section 6 hereof,
send notice to the Holders of such event and change (“Price Notice”). The Price Notice shall describe the event causing
the change and the method of calculating same and shall be certified as being true and accurate by the Company’s Chief Financial
Officer.


 


8.5. Transmittal of Notices.
All notices, requests, consents and other communications under this Purchase Warrant shall be in writing and shall be deemed to have been
duly made when hand delivered or mailed by express mail or private courier service: (i) if to the registered Holder of the Purchase Warrant,
to the address of such Holder as shown on the books of the Company, or (ii) if to the Company, to following address or to such other address
as the Company may designate by notice to the Holders:


 


If to the Holder:


Spartan Capital Securities, LLC


45 Broadway, 19th Floor


New York, New York 10006


Attn:


Fax No.:


 


with a copy (which shall not constitute notice) to:




Manatt, Phelps & Phillips, LLP


695 Town Center Drive, 14th Floor


Costa Mesa, CA 92626


Attn: Thomas J. Poletti


Fax No.: (714) 371-2551


 






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If to the Company:


 


Winc, Inc.


1751 Berkeley St., Studio 3


Santa Monica, California 90404


Attn: Matthew Thelen, Chief Strategy Officer and General
Counsel


 


with a copy (which shall not constitute notice) to:


 


Latham & Watkins LLP


650 Town Center Drive, 20th Floor


Costa Mesa, California 92626


Attn: Drew Capurro


and


140 Scott Drive,


Menlo Park, California 94025


Attn: Brian Cuneo


 


		9.	Miscellaneous.



 


9.1. Amendments. The
Company and Spartan may from time to time supplement or amend this Purchase Warrant without the approval of any of the Holders in order
to cure any ambiguity, to correct or supplement any provision contained herein that may be defective or inconsistent with any other provisions
herein, or to make any other provisions in regard to matters or questions arising hereunder that the Company and Spartan may deem necessary
or desirable and that the Company and Spartan deem shall not adversely affect the interest of the Holders. All other modifications or
amendments shall require the written consent of and be signed by the party against whom enforcement of the modification or amendment is
sought.


 


9.2. Headings. The
headings contained herein are for the sole purpose of convenience of reference, and shall not in any way limit or affect the meaning or
interpretation of any of the terms or provisions of this Purchase Warrant.


 


9.3. Entire Agreement.
This Purchase Warrant (together with the other agreements and documents being delivered pursuant to or in connection with this Purchase
Warrant) constitutes the entire agreement of the parties hereto with respect to the subject matter hereof, and supersedes all prior agreements
and understandings of the parties, oral and written, with respect to the subject matter hereof.


 


9.4. Binding Effect.
This Purchase Warrant shall inure solely to the benefit of and shall be binding upon, the Holder and the Company and their permitted assignees,
respective successors, legal representative and assigns, and no other person shall have or be construed to have any legal or equitable
right, remedy or claim under or in respect of or by virtue of this Purchase Warrant or any provisions herein contained.


 


9.5. Governing Law;
Submission to Jurisdiction; Trial by Jury. This Purchase Warrant shall be governed by and construed and enforced in accordance
with the laws of the State of New York, without giving effect to conflict of laws principles thereof. The Company hereby agrees that
any action, proceeding or claim against it arising out of, or relating in any way to this Purchase Warrant shall be brought and
enforced in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New
York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection
to such exclusive jurisdiction and that such courts represent an inconvenient forum. Any process or summons to be served upon the
Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid,
addressed to it at the address set forth in Section 8 hereof. Such mailing shall be deemed personal service and shall be legal and
binding upon the Company in any action, proceeding or claim. The Company and the Holder agree that the prevailing party(ies) in any
such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating
to such action or proceeding and/or incurred in connection with the preparation therefor. The Company (on its behalf and, to the
extent permitted by applicable law, on behalf of its stockholders and affiliates) and the Holder hereby irrevocably waive, to the
fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to
this Agreement or the transactions contemplated hereby.


 






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9.6. Waiver, etc.
The failure of the Company or the Holder to at any time enforce any of the provisions of this Purchase Warrant shall not be deemed or
construed to be a waiver of any such provision, nor to in any way affect the validity of this Purchase Warrant or any provision hereof
or the right of the Company or any Holder to thereafter enforce each and every provision of this Purchase Warrant. No waiver of any breach,
non-compliance or non-fulfillment of any of the provisions of this Purchase Warrant shall be effective unless set forth in a written instrument
executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance
or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment.


 


9.7. Execution in Counterparts.
This Purchase Warrant or any amendment hereto may be executed in one or more counterparts, and by the different parties hereto in separate
counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement,
and shall become effective when one or more counterparts has been signed by each of the parties hereto and delivered to each of the other
parties hereto. Such counterparts may be delivered by facsimile transmission or other electronic transmission.


 


[Signature Page Follows]


 



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IN WITNESS WHEREOF, the Company has caused this
Purchase Warrant to be signed by its duly authorized officer as of the ____ day of _______, 2021.


 


WINC, INC.


 


	By:	 	 
	 	Name: 	 
	 	Title: 	 


 






    


     


    

 


[Form to be used to exercise Purchase Warrant]


 


Date: __________, 20___


 


The undersigned hereby elects
irrevocably to exercise the Purchase Warrant for ______ shares of common stock, par value $0.0001 per share (the “Shares”),
of Winc, Inc., a Delaware corporation (the “Company”), and hereby makes payment of $____ (at the rate of $____ per
Share) in payment of the Exercise Price pursuant thereto. Please issue the Shares as to which this Purchase Warrant is exercised in accordance
with the instructions given below and, if applicable, a new Purchase Warrant representing the number of Shares for which this Purchase
Warrant has not been exercised.


 


Or


 


The undersigned is entitled
to pursuant to Section 2.2 of the Purchase Warrant, and hereby elects irrevocably, to convert its right to purchase ___ Shares of the
Company under the Purchase Warrant for ______ Shares, as determined in accordance with the following formula:


 


	 	X	=	Y(A-B)	 
	A	 
	Where,	 	 	 
	 	X	=	The number of Shares to be issued to Holder;
	 	Y	=	The number of Shares for which the Purchase Warrant is being exercised;
	 	A	=	The fair market value of one Share which is equal to $_____; and
	 	B	=	The Exercise Price which is equal to $______ per share
	 	 	 	 	 	 	 





The undersigned agrees and
acknowledges that the calculation and its ability set forth above is subject to confirmation by the Company and any disagreement with
respect to the calculation shall be resolved by the Company in its sole discretion.


 


Please issue the Shares as
to which this Purchase Warrant is exercised in accordance with the instructions given below and, if applicable, a new Purchase Warrant
representing the number of Shares for which this Purchase Warrant has not been converted.


 


	Signature 	 	 





 


	Signature Guaranteed 	            	 


 


INSTRUCTIONS FOR REGISTRATION OF SECURITIES


 


	Name: 	 	 
	 	(Print in Block Letters)	 





	Address: 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


 


NOTICE: The signature to this form must correspond
with the name as written upon the face of the Purchase Warrant without alteration or enlargement or any change whatsoever, and must be
guaranteed by a bank, other than a savings bank, or by a trust company or by a firm having membership on a registered national securities
exchange.


 






    


     


    

 


[Form to be used to assign Purchase Warrant]


 


ASSIGNMENT


 


(To be executed by the registered Holder to effect
a transfer of the within Purchase Warrant):


 


FOR VALUE RECEIVED, __________________ does hereby
sell, assign and transfer unto ___________________the right to purchase shares of common stock, par value $0.0001 per share, of Winc,
Inc., a Delaware corporation (the “Company”), evidenced by the Purchase Warrant and does hereby authorize the Company
to transfer such right on the books of the Company.


 


Dated: __________, 20__


 


	Signature 	 	 


 


	Signature Guaranteed 	 	 


 


NOTICE: The signature to this form must correspond
with the name as written upon the face of the within Purchase Warrant without alteration or enlargement or any change whatsoever, and
must be guaranteed by a bank, other than a savings bank, or by a trust company or by a firm having membership on a registered national
securities exchange.