Exhibit 4.2


 


WARRANT
AGREEMENT


 


THIS WARRANT AGREEMENT (this “Agreement”), dated
as of November 23, 2020, is entered into by and between Chicken Soup for the Soul Entertainment Inc., a Delaware corporation (the
 “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”).


 


WHEREAS,
the Company has filed with the Securities and Exchange Commission a Registration Statement on Form S-1, No: 333-239201 (the “Registration
Statement”), for the registration, under the Securities Act of 1933, as amended (the “Act”) of, among other
securities, the resale of certain Class Z warrants issued by the Company prior to its initial public offering and in connection
with certain acquisitions made by the Company (the “Pre-IPO Warrants”);


 


WHEREAS,
the Company may issue additional Class Z warrants (“New Warrants” and together with the Pre-IPO Warrants, the “Warrants”)
in connection with its financing plan or as consideration for strategic acquisitions;


 


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, cancellation 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, 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 be (a) issued in registered form only, (b) in substantially the form of Exhibit
A hereto, the provisions of which are incorporated herein, and (c) signed by, or bear the facsimile signature of, the Chairman
of the Board or the Chief Executive Officer and the Treasurer or the Secretary 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.


 






    


     


    

 


2.2           Effect of Countersignature. Unless and until countersigned by the Warrant Agent pursuant to this Agreement, a Warrant
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 the original issuance and transfers of the Warrants. Upon the initial issuance of the Warrants, 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.


 


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 shall be registered upon 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 the warrant 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.


 


3.             Terms and Exercise of Warrants.


 


3.1           Warrant Price. Each Warrant shall, when countersigned by the Warrant Agent, entitle the registered holder thereof,
subject to the provisions of such Warrant, as the case may be, and of this Warrant Agreement, to purchase from the Company the
number of shares of Class A common stock (the “Common Stock”) stated therein, at the price of $12.00 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 Warrant Agreement refers to the price per share at which Common Stock may be purchased at the time a Warrant is
exercised. The Company, in its sole discretion, may lower the Warrant Price at any time prior to the Expiration Date (as defined
below).


 


3.2           Duration of Warrants. A Warrant may be exercised at any time through June 30, 2024 (the “Expiration Date”).
Each Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect
thereof under this Agreement shall cease at the close of business on the Expiration Date. The Company, in its sole discretion,
may extend the duration of the Warrants by delaying the Expiration Date.


 


3.3           Exercise of Warrants.


 


3.3.1        Payment. Subject to the provisions of the Warrant and this Warrant Agreement, a Warrant, when countersigned by the
Warrant Agent, may be exercised by the registered holder thereof by surrendering it, at the office of the Warrant Agent, or at
the office of its successor as Warrant Agent, in the Borough of Manhattan, City and State of New York, with the subscription form,
as set forth in the Warrant (the “Exercise Notice”), duly executed, and by paying in full the Warrant Price for each
full 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, as follows:


 






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(a)           by
certified check payable to the order of the Warrant Agent, or


 


(b)           Notwithstanding anything contained herein to the contrary, if
(i) at the time a notice of cancellation is given by the Company pursuant to Section 6, or (ii) at any time the Common Stock is
traded, listed, or quoted on a U.S. trading market or electronic exchange, whether a registration statement covering the Common
Stock underlying the Warrants is available for the resale of such shares or not, the holder of the Warrant may, in lieu of making
the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the aggregate Warrant Price,
elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the
following formula:


 


Net
Number = [(A x B) - (A x C)] / B


 


For
purposes of the foregoing formula:


 


A=
the total number of shares of Common Stock with respect to which the Warrant is then being exercised.


 


B=
the arithmetic average of the last sale price of the shares of Common Stock for the five (5) consecutive trading days ending on
the date immediately preceding the date of the Exercise Notice, as reported by the principal market or exchange on which the Common
Stock is traded, listed or quoted.


 


C=
the Warrant Price then in effect for the applicable shares of Common Stock underlying the Warrant at the time of such exercise.


 


3.3.2        Issuance of Certificates. As soon as practicable after the exercise of any Warrant and the clearance of the funds
in payment of the Warrant Price or upon surrender of the Warrant (or portion thereof) as set forth in Section 3.3.1(b), the Company
shall issue to the registered holder of such Warrant a certificate or certificates representing 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 countersigned Warrant for the number of shares as to which such Warrant shall
not have been exercised. Notwithstanding the foregoing, the Company shall not be obligated to deliver any securities pursuant
to the exercise of a Warrant unless (a) a registration statement under the Act with respect to the Common Stock issuable upon
exercise of such Warrants is effective and a current prospectus relating to the shares of Common Stock issuable upon exercise
of the Warrants is available for delivery to the Warrant holders or (b) in the opinion of counsel to the Company, the exercise
of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from
qualification under applicable securities laws of the states or other jurisdictions in which the registered holder resides. Warrants
may not be exercised by, or securities issued to, any registered holder in any state in which such exercise or issuance would
be unlawful. In the event that a registration statement under the Act with respect to the Common Stock underlying the Warrants
is not effective or a current prospectus is not available, or because such exercise would be unlawful with respect to a registered
holder in any state, the registered holder shall not be entitled to exercise such Warrants and such Warrants may have no value
and expire worthless. In no event will the Company be required to “net cash settle” the warrant exercise.


 






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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 nonassessable.


 


3.3.4        Date of Issuance. Each person in whose name any such certificate for shares of Common Stock is issued shall for
all purposes be deemed to have become the holder of record of such shares on the date on which the Warrant was surrendered and
payment of the Warrant Price was made, irrespective of the date of delivery of such certificate, except that, if the date of such
surrender and payment is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become
the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open.


 


3.3.5        Maximum Percentage. A holder of a Warrant may notify the Company in writing in the event it elects to be subject
to the provisions contained in this section 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 cause 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 4.9% or 9.8% (as specified by the holder) (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 its affiliates 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 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 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 Securities and Exchange Commission as the case may be, (2) a more recent public announcement by the Company or (3) any
other notice by the Company or Continental Stock Transfer & Trust Company 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) trading 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 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.


 






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4.             Adjustments.


 


4.1           Stock Dividends - 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 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 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
outstanding shares of Common Stock.


 


4.2           Aggregation of Shares. If, after the date hereof, and subject to the provisions of Section 4.6, 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. Whenever the number of shares of Common Stock purchasable upon the exercise of the
Warrants is adjusted, as provided in Sections 4.1 and 4.2 above, 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.


 


4.4           Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding
shares of Common Stock (other than a change covered by Section 4.1 or 4.2 hereof or one 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 corporation (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 Warrant holders shall thereafter have the right (until the expiration of the right of exercise of
the Warrant) to purchase and receive, for the same aggregate Warrant 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, merger or consolidation or upon a dissolution following any such sale or other transfer, by a Warrant holder of
the number of shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the
rights represented thereby; and if any reclassification also results in a change in shares of Common Stock covered by Section 4.1
or 4.2, then such adjustment shall be made pursuant to Sections 4.1, 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.


 






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4.5           Notices of Changes in Warrant. Upon every adjustment of the Warrant Price or the number of shares 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 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, then, in any such event, the Company shall
give written notice to each Warrant holder, 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 Warrant Agreement to the contrary, the Company
shall not issue fractional shares upon 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 up or down to the nearest whole number the number of shares of Common Stock to be issued
to the Warrant holder.


 


4.7           No Impairment. The Company will not, by amendment of its Certificate of Incorporation, as amended, or through any
reorganization, transfer of assets, consolidation, merger, dissolution, issue, or sale of securities or any other voluntary action,
avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company
but will at all times in good faith assist in the carrying out of all the provisions of this Section and in the taking of all
such actions as may be necessary or appropriate in order to protect against impairment of the rights of the holders of the Warrants
to adjustments in the Warrant Price.


 


4.8           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 as is stated in the Warrants
initially issued pursuant to this Agreement. However, 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.


 






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4.9           Other Events. In case any event shall occur affecting the Company as to which none of the provisions of 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 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. The Company shall adjust the terms of the Warrants in a manner that is consistent
with any adjustment recommended in such opinion.


 


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
in the Warrant Register, upon surrender of such Warrant for transfer, properly endorsed with signatures properly medallion 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. However, in the event that a Warrant
surrendered for transfer bears a restrictive legend, the Warrant Agent shall not cancel such Warrant or issue new Warrants in
exchange therefor 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. The Warrants so cancelled may be delivered by
the Warrant Agent to the Company from time to time upon request.


 


5.2           Fractional Warrants. The Warrant Agent shall not be required to effect any registration of transfer or exchange
which will result in the issuance of a warrant certificate for a fraction of a Warrant.


 


5.3           Service Charges. No service charge shall be made for any exchange or registration of transfer of Warrants.


 


5.4           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, will supply the Warrant Agent with Warrants duly executed on behalf of
the Company for such purpose.


 


6.             Cancellation.


 


6.1           Cancellation. All or any portion of the outstanding Warrants which have not been exercised pursuant to Section 3.3
may be cancelled, at the option of the Company, at any time prior to their expiration, upon the notice referred to in Section
6.2, for consideration equal to $0.01 per Warrant (the “Cancellation Price”), provided that (i) the last sales price
of the Common Stock has been at least $18.00 per share (subject to adjustment in accordance with Section 4 hereof), on each of
twenty (20) trading days within any thirty (30) trading day period ending on the third trading day prior to the date on which
notice of cancellation is given, (ii) a registration statement shall be effective as to the shares of Common Stock underlying
the unexercised portion of the Warrant subject to the cancellation notice, and the prospectus thereunder shall be available, for
the resale of such Common Stock to the public (and the Company has no reason to believe that the use of such prospectus will be
suspended or otherwise unavailable for a period of thirty (30) days from such cancellation notice) or there otherwise exists an
exemption from such registration that permits the resale of such shares of Common Stock without volume limitations, and (iii)
there is a sufficient number of authorized shares of Common Stock for issuance of the underlying shares of Common Stock.


 






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6.2           Date Fixed for, and Notice of, Cancellation. In the event the Company shall elect to cancel all or a portion of
the Warrants, the Company shall fix a date for the cancellation which is no less than five trading days after the date of the
cancellation notice. Notice of cancellation shall be mailed by first class mail, postage prepaid, by the Company not less than
5 trading days prior to the date fixed for cancellation to the registered holders of the Warrants to be cancelled at their last
addresses as they shall appear in the Warrant Register. 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.


 


6.3           Exercise After Notice of Cancellation. The Warrants may be exercised in accordance with Section 3 of this Agreement
at any time after notice of cancellation shall have been given by the Company pursuant to Section 6.2 hereof and prior to the
time and date fixed for cancellation. On and after the cancellation date, the record holder of the Warrants shall have no further
rights except to receive, upon surrender of the Warrants, the Cancellation Price.


 


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 stockholders 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 terms 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 will be sufficient to permit the exercise in full of all outstanding Warrants issued
pursuant to this Agreement.


 


7.4           Registration of Common Stock. The Company agrees that it shall use its best efforts to file with the Securities
and Exchange Commission a post-effective amendment to the Registration Statement, or a new registration statement, for the registration
under the Act of the Common Stock issuable upon exercise of the Warrants, and it shall take such action as is necessary to qualify
for sale, in those states in which the Warrants were initially offered by the Company, the Common Stock issuable upon exercise
of the Warrants. In either case, the Company will use its best efforts to cause the same to become effective and to maintain the
effectiveness of such registration statement until the expiration of the Warrants in accordance with the provisions of this Agreement.
In no event will the registered holder of a Warrant be entitled to receive a “net cash settlement” in lieu of physical
settlement in shares of Common Stock, regardless of whether the Company complies with this Section 7.4.


 






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7.5           New Warrants. Any New Warrants, when and if issued, shall have the same terms and be in the same form as the Pre-IPO Warrants.


 


8.             Concerning the Warrant Agent and Other Matters.


 


8.1           Payment of Taxes. The Company will 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 Warrants,
but the Company shall not be obligated to pay any transfer taxes in respect of the Warrants or such shares.


 


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 30 days after it has been notified in writing of such resignation or incapacity by the Warrant Agent or by
the holder of the 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.


 






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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.


 


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 will 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 Warrant 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 or 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 or
bad faith. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments,
costs and reasonable 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 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); nor shall it be responsible for any
breach by the Company of any covenant or condition contained in this Agreement or in any Warrant; nor shall it 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 will when issued be valid and
fully paid and nonassessable.


 






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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 moneys received by the Warrant Agent for the purchase
of shares of Common Stock through the exercise of Warrants.


 


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 Warrant Agreement to be given or made by the Warrant
Agent or by the holder of any Warrant to or on the Company shall be delivered by hand or sent by registered or certified mail
or overnight courier service, addressed (until another address is filed in writing by the Company with the Warrant Agent) as follows:


 


Chicken
Soup for the Soul Entertainment Inc.


132
E. Putnam Avenue, Floor 2W


Cos
Cob, CT 06807


Attn:
William J. Rouhana, Jr., Chairman and CEO


 


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 delivered by hand or sent by registered or certified mail or overnight courier service, addressed
(until another address is filed in writing by the Company with the Warrant Agent) as follows:


 


Continental
Stock Transfer & Trust Company

1 State Street, 30 FL

New York, New York 10004

Attn:    Compliance Department


 


with a copy
in each case to:


 


Graubard
Miller


405
Lexington Ave, 11th Floor


New
York, NY 10174


Attn:
Brian Ross


 


Any notice,
sent pursuant to this Warrant Agreement shall be effective, if delivered by hand, upon receipt thereof by the party to whom it
is addressed, if sent by overnight courier, on the next business day of the delivery to the courier, and if sent by registered
or certified mail on the third day after registration or certification thereof.


 






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9.3           Applicable Law. The validity, interpretation and performance of this Agreement 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 shall be brought and enforced in any state or federal court of competent jurisdiction
located in the State 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 such 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 9.2 hereof. Such mailing shall be deemed
personal service and shall be legal and binding upon the Company in any action, proceeding or claim.


 


9.4           Persons Having Rights under this Agreement. Nothing in this Agreement expressed and nothing that may be implied
from any of the provisions hereof is intended, or 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 Warrant
Agreement or of any covenant, condition, stipulation, promise, or agreement hereof. All covenants, conditions, stipulations, promises,
and agreements contained in this Warrant 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 his, her or its Warrant for inspection by it.


 


9.6           Counterparts. 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.


 


9.7           Effect of Headings. The section headings herein are for convenience only and are not part of this Warrant Agreement
and shall not affect the interpretation thereof.


 


9.8           Amendments. This Agreement may be amended by the parties hereto without the consent of any registered holder for
the purpose of curing any ambiguity, 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. All other modifications
or amendments, including any amendment to increase the Warrant Price or shorten the Exercise Period, shall require the written
consent of the registered holders of a majority of the then outstanding 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.


 






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9.9           Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective
and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable
law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder
of this Agreement.


 


[Signature
page follows]


 






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IN
WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the day and year first above written.


 


	 	CHICKEN SOUP FOR THE SOUL ENTERTAINMENT INC.
	 	 
	 	By: 	/s/ William J. Rouhana, Jr.
	 	Name:   William J. Rouhana, Jr.
	 	Title:     Chairman and Chief Executive Officer
	 	 
	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY
	 	 
	 	By: 	/s/
    Erika Young
	 	Name:   Erika
    Young
	 	Title:     Vice President