Exhibit
4.4


 


WARRANT
AGREEMENT


 


THIS
WARRANT AGREEMENT (“Agreement”) is made as of ________, 2021 between Canna-Global Acquisition Corp, a Delaware corporation,
with offices at 4640 Admiralty Way, Suite 500, Marina Del Rey, California 90292 (“Company”), and Continental Stock
Transfer & Trust Company, a limited purpose trust company, with offices at 1 State Street, 30th Floor, New York, New York 10004,
as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).


 


WHEREAS,
the Company is engaged in a public offering (“Public Offering”) of up to 23,000,000 units (including up to 3,000,000
units subject to the Over-allotment Option (as defined below)) (“Public Units”), each Public Unit comprised of
one Class A common stock of the Company, par value $0.000001 per share (“Class A common stock”), and
one-half of one redeemable warrant, where each whole warrant entitles the holder to purchase one Class A common stock at a price
of $11.50 per share, subject to adjustment as described herein, and, in connection therewith, will issue and deliver up to 11,500,000
warrants (including up to 1,500,000 warrants subject to the Over-allotment Option) (the “Public Warrants”)
to the public investors in connection with the Public Offering; and


 


WHEREAS,
the Company has filed with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-1,
File No. 333-258619 (“Registration Statement”), and a prospectus (the “Prospectus”) for
the registration, under the Securities Act of 1933, as amended (“Act”), of the Public Units, the Public Warrants and
the Class A common stock included in the Public Units; and


 


WHEREAS,
the Company has received binding commitments from Canna-Global LLC (the “Sponsor”) to purchase up to an aggregate
of 612,500 units (including up to 687,500 subject to the Over-allotment Option) (“Private Units”) which will include
up to an aggregate of 306,250 warrants (including up to 37,500 warrants subject to the Over-allotment Option) (the “Private
Warrants”) bearing the legend set forth in Exhibit B hereto, in a private placement transaction to occur simultaneously with
the consummation of the Public Offering; and





 


 WHEREAS,
the Company may issue up to an additional 150,000 units (“Working Capital Units” and together with the Public Units
and the Private Units, the “Units”) which will include up to an additional 75,000 warrants (“Working Capital
Warrants”) in satisfaction of certain working capital loans to the Sponsor or the Company’s officers, directors, initial
stockholders or their affiliates may, but are not obligated to, make to the Company; and 


   


 WHEREAS,
following consummation of the Public Offering, the Company may issue additional warrants (“Post IPO Warrants” and
together with the Public Warrants, Private Warrants, and Working Capital Warrants, the “Warrants”) in connection with,
or following the consummation by the Company of, a Business Combination (defined below); and 


 








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, redemption, and exercise of the Warrants; and


 


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 issued in registered form only, shall be in substantially the form of Exhibit A hereto,
the provisions of which are incorporated herein and shall be signed by, or bear the facsimile signature of, the Chairman of the Board
of Directors or Chief Executive Officer and the Chief Financial Officer, Treasurer, Secretary or Assistant Secretary of the Company and
shall bear a facsimile of the Company’s seal. 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.
Uncertificated Warrants. Notwithstanding anything herein to the contrary, any Warrant, or portion thereof, may be issued as part
of, and be represented by, a Unit, and any Warrant may be issued in uncertificated or book-entry form (a “Book-Entry Warrant
Certificate”) through the Warrant Agent and/or the facilities of The Depository Trust Company or other book-entry depositary
system, in each case as determined by the Board of Directors of the Company or by an authorized committee thereof. Any Warrant so issued
shall have the same terms, force and effect as a certificated Warrant that has been duly countersigned by the Warrant Agent in accordance
with the terms of this Agreement.


 


2.3.
Effect of Countersignature. Except with respect to uncertificated Warrants as described above, 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.


 


2.4.
Registration.


 


2.4.1.
Warrant Register. The Warrant Agent shall maintain books (“Warrant Register”) for the registration of original
issuance and the registration of transfer 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.  All of the Public Warrants shall initially be represented by one or more Book
Entry Warrant Certificates deposited with The Depository Trust Company (the “Depositary”) and registered in the name of Cede
& Co., a nominee of the Depositary. Ownership of beneficial interests in the Public Warrants shall be shown on, and the transfer
of such ownership shall be effected through, records maintained by (i) the Depositary or its nominee for each Book-Entry Warrant Certificate,
or (ii) institutions that have accounts with the Depository (each such institution, with respect to a Warrant in its account, a “Participant”). 


 


2.4.2.
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 is then registered in the Warrant Register (“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.


 


2.5.
Detachability of Warrants. The securities comprising the Public Units will not be separately transferable until the 52nd
day following the date of the Prospectus or, if such 52nd day is not on a day, other than Saturday, Sunday or federal holiday,
on which banks in New York City are generally open for normal business (a “Business Day”), then on the immediately
succeeding Business Day following such date, or earlier with the consent of EF Hutton, division of Benchmark Investments, LLC (the “Representative”),
but in no event will the Representative allow separate trading of the securities comprising the Public Units until (i) the Company has
filed a Current Report on Form 8-K which includes an audited balance sheet reflecting the receipt by the Company of the gross proceeds
of the Public Offering including the proceeds received by the Company from the exercise of the underwriters’ over-allotment option
in the Public Offering (the “Over-allotment Option”), if the Over-allotment Option is exercised prior to the filing
of the Form 8-K, and (ii) the Company has issued a press release announcing when such separate trading shall begin (the “Detachment
Date”); provided that no fractional Warrants will be issued upon separation of the Units and only whole Warrants will trade.


 


2.6.
Private Warrant and Working Capital Warrant Attributes. The Private Warrants and Working Capital Warrants will be issued in the
same form as the Public Warrants.


 


2.7
Post IPO Warrants. The Post IPO Warrants, when and if issued, shall have the same terms and be in the same form as the Public
Warrants except as may be agreed upon by the Company.


 


3.
Terms and Exercise of Warrants


 


3.1.
Warrant Price. Each whole Warrant shall, when countersigned by the Warrant Agent (except with respect to uncertificated Warrants),
entitle the registered holder thereof, subject to the provisions of such Warrant and of this Agreement, to purchase from the Company
the number of shares of Class A common stock stated therein, at the price of $11.50 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 Agreement refers
to the price per share at which the shares of Class A 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) for a period of not less
than twenty (20) Business Days; provided, that the Company shall provide at least twenty (20) days’ prior written notice of such
reduction to registered holders of the Warrants and, provided further that any such reduction shall be applied consistently to all of
the Warrants.


 




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3.2.
Duration of Warrants. A Warrant may be exercised only during the period commencing on the later of 30 days after the consummation
by the Company of a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business
combination with one or more businesses or entities (“Business Combination”) (as described more fully in the Registration
Statement) or 12 months from the closing of the Public Offering, and terminating at 5:00 p.m., New York City time on the earlier to occur
of (i) five years from the consummation of a Business Combination, (ii) the Redemption Date as provided in Section 6.2 of this Agreement
and (iii) the liquidation of the Company (“Expiration Date”). The period of time from the date the Warrants will first
become exercisable until the expiration of the Warrants shall hereafter be referred to as the “Exercise Period.” Except with
respect to the right to receive the Redemption Price (as set forth in Section 6 hereunder), as applicable, 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 5:00 p.m., New York City time, on the Expiration Date. The Company in its sole discretion may extend the duration of the
Warrants by delaying the Expiration Date; provided, however, that the Company will provide at least twenty (20) days’ prior written
notice of any such extension to registered holders and, provided further that any such extension shall be applied consistently to all
of the Warrants.


 


3.3.
Exercise of Warrants.


 


3.3.1.
Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised
by the registered holder thereof by: (a) (i) 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, duly
executed, or (ii) in the case of a Book-Entry Warrant Certificate, by delivering the Warrants to be exercised (the “Book-Entry
Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes
in writing by the Warrant Agent to the Depositary from time to time, including an election to purchase shares of Common Stock, properly
delivered by the Participant in accordance with the Depositary’s procedures, and (b) and by paying in full the Warrant Price
for each full share of Class A common stock as to which the Warrant is exercised and any and all applicable taxes due in connection with
the exercise of the Warrant, the exchange of the Warrant for the shares of Class A common stock and the issuance of such shares of Class
A common stock, as follows:


 


(a)
in lawful money of the United States, by good certified check or wire payable to the Warrant Agent; or


 


(b)
in the event of redemption pursuant to Section 6 hereof in which the Company’s management has elected to force all holders of Warrants
to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Class A common
stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying
the Warrants, multiplied by the difference between the Warrant Price and the “Fair Market Value” (defined below) by (y) the
Fair Market Value. Solely for purposes of this Section 3.3.1(b), the “Fair Market Value” shall mean the average reported
last sale price of the Class A common stock for the five (5) trading days ending on the third trading day prior to the date on
which the notice of redemption is sent to holders of the Warrants pursuant to Section 6 hereof; or


 


(c)
in the event the registration statement required by Section 7.4 hereof is not effective and current within sixty (60) Business Days after
the closing of a Business Combination, by surrendering such Warrants for that number of shares of Class A common stock equal to the quotient
obtained by dividing (x) the product of the number of shares of Class A common stock underlying the Warrants, multiplied by the difference
between the exercise price of the Warrants and the “Fair Market Value” by (y) the Fair Market Value; provided, however, that
no cashless exercise shall be permitted unless the Fair Market Value is equal to or higher than the exercise price. Solely for purposes
of this Section 3.3.1 (c), the “Fair Market Value” shall mean the average reported last sale price of the shares of
Class A common stock for the five (5) trading days ending on the trading day prior to the date of exercise.


 




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3.3.2.
Issuance of Shares of Class A  Common Stock. As soon as practicable after the exercise of any Warrant and the clearance
of the funds in payment of the Warrant Price (if any), the Company shall issue to the registered holder of such Warrant a certificate
or certificates, or book entry position, for the number of shares of Class A 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, or book entry position, for the number of shares as to which such Warrant shall not have been exercised. Notwithstanding
the foregoing, in no event will the Company be required to net cash settle the Warrant exercise. No Warrant shall be exercisable for
cash and the Company shall not be obligated to issue shares of Class A common stock upon exercise of a Warrant unless the Class
A common stock issuable upon such Warrant exercise has been registered, qualified or deemed to be exempt under the securities
laws of the state of residence of the registered holder of the Warrants. In the event that the condition in the immediately preceding
sentence is not satisfied with respect to a Warrant, the holder of such Warrant shall not be entitled to exercise such Warrant for cash
and such Warrant may have no value and expire worthless, in which case the purchaser of a Unit containing such Public Warrants shall
have paid the full purchase price for the Unit solely for the shares of Class A common stock underlying such Unit. Warrants may
not be exercised by, or securities issued to, any registered holder in any state in which such exercise would be unlawful.


 


3.3.3.
Valid Issuance. All shares of Class A 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 book entry position or certificate for shares of Class A 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, or book
entry position representing such 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 share transfer books of the Company or
book entry system of the Warrant Agent 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 share transfer books or book entry system 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 subsection 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 affect 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 9.8% (the “Maximum
Percentage”) of the Class A common stock outstanding immediately after giving effect to such exercise. For purposes
of the foregoing sentence, the aggregate number of shares of Class A beneficially owned by such person and its affiliates shall include
the number of shares of Class A issuable upon exercise of the Warrant with respect to which the determination of such sentence is being
made, but shall exclude shares of Class A 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 Class A common stock, the holder may rely on the number of
outstanding shares of Class A 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 SEC as the case may be, (2) a more recent public announcement
by the Company or (3) any other notice by the Company or the Transfer Agent setting forth the number of shares of Class A 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)
Business Days, confirm orally and in writing to such holder the number of shares of Class A common stock then outstanding. In
any case, the number of outstanding shares of Class A 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 Class A 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 Class A common stock is increased by a stock dividend payable in shares of Class A common stock, or by a split
up of shares of Class A 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 Class A common stock issuable on exercise of each Warrant shall be increased in proportion
to such increase in outstanding shares of Class A common stock.


 


4.2.
Aggregation of Shares. If after the date hereof, the number of outstanding shares of Class A common stock is decreased
by a consolidation, combination, reverse stock split or reclassification of shares of Class A 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 Class A common stock issuable on exercise of each Warrant shall be decreased in proportion to such decrease in outstanding
shares of Class A common stock.


 


4.3.
Extraordinary Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend or
make a distribution in cash, securities or other assets to the holders of the shares of Class A common stock or other shares of the Company’s
capital stock into which the Warrants are convertible (an “Extraordinary Dividend”), then the Warrant Price shall
be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and the fair market
value (as determined by the Company’s Board of Directors, in good faith) of any securities or other assets paid in respect of such
Extraordinary Dividend divided by all outstanding shares of the Company at such time (whether or not any shareholders waived their right
to receive such dividend); provided, however, that none of the following shall be deemed an Extraordinary Dividend for purposes of this
provision: (a) any adjustment described in subsection 4.1 above, (b) any cash dividends or cash distributions which, when combined on
a per share basis with all other cash dividends and cash distributions paid on the Class A common stock during the 365-day period ending
on the date of declaration of such dividend or distribution does not exceed $0.50 per share (taking into account all of the outstanding
shares of the Company at such time (whether or not any shareholders waived their right to receive such dividend) and as adjusted to appropriately
reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that
resulted in an adjustment to the Warrant Price or to the number of shares of Class A common stock issuable on exercise of each Warrant)
but only with respect to the amount of the aggregate cash dividends or cash distributions equal to or less than $0.50, (c) any payment
to satisfy the conversion rights of the holders of the shares of Class A common stock in connection with a proposed initial Business
Combination or certain amendments to the Company’s Amended and Restated Certificate of Incorporation (as described in the
Registration Statement) or (d) any payment in connection with the Company’s liquidation and the distribution of its assets upon
its failure to consummate a Business Combination. Solely for purposes of illustration, if the Company, at a time while the Warrants are
outstanding and unexpired, pays a cash dividend of $0.35 and previously paid an aggregate of $0.40 of cash dividends and cash distributions
on the Class A common stock during the 365-day period ending on the date of declaration of such $0.35 dividend, then the Warrant Price
will be decreased, effectively immediately after the effective date of such $0.35 dividend, by $0.25 (the absolute value of the difference
between $0.75 (the aggregate amount of all cash dividends and cash distributions paid or made in such 365-day period, including such
$0.35 dividend) and $0.50 (the greater of (x) $0.50 and (y) the aggregate amount of all cash dividends and cash distributions paid or
made in such 365-day period prior to such $0.35 dividend)). Furthermore, solely for the purposes of illustration, if following
the closing of the Company’s initial Business Combination, there were total shares outstanding of 100,000,000 and the Company paid
a $1.00 dividend to 17,500,000 of such shares (with the remaining 82,500,000 shares waiving their right to receive such dividend), then
no adjustment to the Warrant Price would occur as a $17.5 million dividend payment divided by 100,000,000 shares equals $0.175 per share
which is less than $0.50 per share.


 


4.4.
Adjustments in Exercise Price. Whenever the number of shares of Class A 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 Class
A 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 Class A common stock so purchasable immediately thereafter.


 




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4.5.
Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares
of Class A common stock (other than a change covered by Section 4.1, 4.2 or 4.3 hereof), 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 Class A 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 to purchase and
receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Class A common stock
of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, 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 transfer, that the Warrant holder would have received if such Warrant
holder had exercised his, her or its Warrant(s) immediately prior to such event. If any reclassification also results in a change in
the Class A common stock covered by Section 4.1, 4.2 or 4.3, then such adjustment shall be made pursuant to Sections 4.1, 4.2,
4.3, 4.4 and this Section 4.5. The provisions of this Section 4.5 shall similarly apply to successive reclassifications, reorganizations,
mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share
issuable upon exercise of the Warrant.


 


4.6.
Issuance in Connection with a Business Combination. If, in connection with a Business Combination, the Company (a) issues additional
shares of Class A common stock or equity-linked securities at an issue price or effective issue price of less than $9.20 per share
(with such issue price or effective issue price as determined by the Company’s Board of Directors, in good faith, and in the case
of any such issuance to the Sponsor, the initial stockholders or their affiliates, without taking into account any shares of the Company’s
Class B common stock (the “Class B Shares”), issued prior to the Public Offering and held by the initial stockholders
or their affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (b) the aggregate gross proceeds
from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Business
Combination on the date of the consummation of such Business Combination (net of redemptions), and (c) the Market Value (as defined below)
is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater
of (i) the Market Value or (ii) Newly Issued Price, and the Redemption Trigger Price (as defined below) will be adjusted (to the nearest
cent) to be equal to 180% of the greater of (i) the Market Value or (ii) the Newly Issued Price. Solely for purposes of this Section
4.6, the “Market Value” shall mean the volume weighted average trading price of the Class A common stock during
the twenty (20) trading day period starting on the trading day prior to the date of the consummation of the Business Combination.


 


4.7.
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, 4.4, 4.5, or 4.6, 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.


 


4.8.
No Fractional Warrants or Shares. Notwithstanding any provision contained in this 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 to the nearest whole number of shares of Class A common stock to be issued to the Warrant holder.


 


4.9.
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.


 


4.10.
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.


 




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4.11.
No Adjustment. For the avoidance of doubt, no adjustment shall be made to the terms of the Warrants solely as a result of an adjustment
to the conversion ratio of the Class B Shares into shares of Class A common stock or the conversion of the Class B Shares into shares
of Class A common stock, in each case, pursuant to the Company’s Amended and Restated Certificate of Incorporation, as amended
from time to time.


 


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 upon the
Warrant Register, upon surrender of such Warrant for transfer, properly endorsed with signatures, in the case of certificated Warrants,
properly 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. In the case of certificated
Warrants, the Warrants so cancelled shall be delivered by the Warrant Agent to the Company from time to time upon request.


 


5.2.
Procedure for Surrender of Warrants. Warrants may be surrendered to the Warrant Agent, either in certificated form or in book
entry position, together with a written request for exchange or transfer, and thereupon the Warrant Agent shall issue in exchange therefor
one or more new Warrants, or book entry positions, as requested by the registered holder of the Warrants so surrendered, representing
an equal aggregate number of Warrants; provided, however, that in the event that a Warrant surrendered for transfer bears a restrictive
legend, the Warrant Agent shall not cancel such Warrant and 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.


 


5.3.
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 or book-entry position for a fraction of a warrant, except as part of the Units.


 


5.4.
Service Charges. No service charge shall be made for any exchange or registration of transfer of Warrants.


 


5.5.
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.


 


5.6.
Private Warrants and Working Capital Warrants. The Warrant Agent shall not register any transfer of Private Warrants or Working
Capital Warrants until after the consummation by the Company of an initial Business Combination, except for transfers (i) among the initial
stockholders or to the Company’s or the initial stockholders’ members, officers, directors, consultants or their affiliates,
(ii) to a holder’s stockholders or members upon the holder’s liquidation, in each case if the holder is an entity, (iii)
by bona fide gift to a member of the holder’s immediate family or to a trust, the beneficiary of which is the holder or a member
of the holder’s immediate family, in each case for estate planning purposes, (iv) by virtue of the laws of descent and distribution
upon death, (v) pursuant to a qualified domestic relations order, (vi) to the Company for no value for cancellation in connection with
the consummation of a Business Combination, (vii) in connection with the consummation of a Business Combination at prices no greater
than the price at which the Warrants were originally purchased, (viii) in the event of the Company’s liquidation prior to its consummation
of an initial Business Combination or (ix) in the event that, subsequent to the consummation of an initial Business Combination, the
Company completes a liquidation, merger, capital stock exchange or other similar transaction which results in all of the Company’s
stockholders having the right to exchange their Class A common stock for cash, securities or other property, in each case (except
for clauses (vi), (viii) or (ix) or with the Company’s prior written consent) on the condition that prior to such registration
for transfer, the Warrant Agent shall be presented with written documentation pursuant to which each transferee (each, a “Permitted
Transferee”) or the trustee or legal guardian for such Permitted Transferee agrees to be bound by the transfer restrictions
contained in this Agreement and any other applicable agreement the transferor is bound by.


 




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5.7.
Transfers prior to Detachment. Prior to the Detachment Date, the Public Warrants may be transferred or exchanged only together
with the Unit in which such Warrant is included, and only for the purpose of effecting, or in conjunction with, a transfer or exchange
of such Unit. Furthermore, each transfer of a Unit on the register relating to such Units shall operate also to transfer the Warrants
included in such Unit. Notwithstanding the foregoing, the provisions of this Section 5.7 shall have no effect on any transfer of Warrants
on or after the Detachment Date.


 


6.
Redemption.


 


6.1.
Redemption. Not less than all of the outstanding Warrants may be redeemed, at the option of the Company, at any time during the
Exercise Period, at the office of the Warrant Agent, upon the notice referred to in Section 6.2, at the price of $0.01 per Warrant (“Redemption
Price”), provided that the last sales price of the Class A common stock equals or exceeds $18.00 per share (subject
to adjustment in accordance with Section 4 hereof) (the “Redemption Trigger Price”), on each of twenty (20) trading
days within any thirty (30) trading day period commencing after the Warrants become exercisable and ending on the third trading day prior
to the date on which notice of redemption is given and provided that there is an effective registration statement covering the shares
of Class A common stock issuable upon exercise of the Warrants, and a current prospectus relating thereto, available throughout
the 30-day redemption or the Company has elected to require the exercise of the Warrants on a “cashless basis” pursuant to
subsection 3.3.1(b); provided, however, that if and when the Public Warrants become redeemable by the Company, the Company may not exercise
such redemption right if the issuance of shares of Class A common stock upon exercise of the Public Warrants is not exempt from
registration or qualification under applicable state blue sky laws or the Company is unable to effect such registration or qualification.


 


6.2.
Date Fixed for, and Notice of, Redemption. In the event the Company shall elect to redeem all of the Warrants that are subject
to redemption, the Company shall fix a date for the redemption (the “Redemption Date”). Notice of redemption shall
be mailed by first class mail, postage prepaid, by the Company not less than thirty (30) days prior to the Redemption Date to the registered
holders of the Warrants to be redeemed at their last addresses as they shall appear on the registration books. 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 Redemption. The Public Warrants may be exercised, for cash (or on a “cashless basis” in accordance
with Section 3 of this Agreement) at any time after notice of redemption shall have been given by the Company pursuant to Section 6.2
hereof and prior to the Redemption Date. In the event the Company determines to require all holders of Public Warrants to exercise their
Warrants on a “cashless basis” pursuant to Section 3.3.1(b), the notice of redemption will contain the information necessary
to calculate the number of shares of Class A common stock to be received upon exercise of the Warrants, including the “Fair
Market Value” in such case. On and after the Redemption Date, the record holder of the Warrants shall have no further rights except
to receive, upon surrender of the Warrants, the Redemption 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 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.


 




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7.3.
Reservation of Shares of Class A Common Stock. The Company shall at all times reserve and keep available a number
of its authorized but unissued shares of Class A 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 Shares of Class A Common Stock. The Company agrees that as soon as practicable after the closing of its initial
Business Combination, it shall use its best efforts to file with the SEC a registration statement for the registration, under the Act,
of the shares of Class A common stock issuable upon exercise of the Warrants, and it shall use its best efforts to take such action as
is necessary to register or qualify for sale, in those states in which the Warrants were initially offered by the Company and in those
states where holders of Warrants then reside, the shares of Class A common stock issuable upon exercise of the Warrants, to the extent
an exemption is not available. 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. If any such
registration statement has not been declared effective by the 60th Business Day following the closing of the Business Combination, holders
of the Warrants shall have the right, during the period beginning on the 61st Business Day after the closing of the Business Combination
and ending upon such registration statement being declared effective by the SEC, and during any other period when the Company shall fail
to have maintained an effective registration statement covering the shares of Class A common stock issuable upon exercise of the Warrants,
to exercise such Warrants on a “cashless basis” as determined in accordance with Section 3.3.1(d). The Company shall provide
the Warrant Agent with an opinion of counsel for the Company (which shall be an outside law firm with securities law experience) stating
that (i) the exercise of the Warrants on a cashless basis in accordance with this Section 7.4 is not required to be registered under
the Act and (ii) the shares of Class A common stock issued upon such exercise will be freely tradable under U.S. federal securities laws
by anyone who is not an affiliate (as such term is defined in Rule 144 under the Act) of the Company and, accordingly, will not be required
to bear a restrictive legend. For the avoidance of any doubt, unless and until all of the Warrants have been exercised on a cashless
basis, the Company shall continue to be obligated to comply with its registration obligations under the first three sentences of this
Section 7.4. The provisions of this Section 7.4 may not be modified, amended, or deleted without the prior written consent of the
Representative. 


 


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 Class A 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 thirty
(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 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 shares of Class A 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 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 Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, President, Secretary
or Chairman of the Board of Directors 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 fraud, 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 fraud, 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 Class A common stock to be issued pursuant to this Agreement
or any Warrant or as to whether any shares of Class A common stock will, when issued, be valid and fully paid and nonassessable.


 


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 monies received by the Warrant Agent for the purchase of shares of
Class A common stock through the exercise of Warrants.


 




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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 Agreement to be given or made by the Warrant Agent or by the holder
of any Warrant to or on the Company shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified
mail or private courier service within five (5) days after deposit of such notice, postage prepaid, addressed (until another address
is filed in writing by the Company with the Warrant Agent), as follows:


 


Canna-Global
Acquisition Corp


4640
Admiralty Way, Suite 500


Marina
Del Rey, California 90292


Attn:
Antony Gordon


Chief
Executive Officer


 


With
a copy to:


 


Rimon
P.C.


1717
K Street, NW, Suite 900


Washington,
DC 20006


Attn:
Debbie A. Klis, Esq.


 


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 sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private
courier service within five days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing
by the Warrant Agent with the Company), as follows:


 


Continental
Stock Transfer & Trust Company


1
State Street, 30th Floor


New
York, New York 10004


Attn:
Compliance Department


 


9.3.
Applicable Law and Exclusive Forum. The validity, interpretation, and performance of this Agreement and of the Warrants 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. Subject to applicable law, the Company hereby agrees that any action,
proceeding or claim against it arising out of or relating in any way to this Agreement, including under the Act, shall be brought and
enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably
submits to such jurisdiction, which jurisdiction shall be exclusive forum for any such action, proceeding or claim. The Company hereby
waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing,
the provisions of this paragraph will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any
other claim for which the federal district courts of the United States of America are the sole and exclusive forum.


 


Any
person or entity purchasing or otherwise acquiring any interest in the Warrants shall be deemed to have notice of and to have consented
to the forum provisions in this Section 9.3. If any action, the subject matter of which is within the scope the forum provisions above,
is filed in a court other than a court located within the State of New York or the United States District Court for the Southern District
of New York (a “foreign action”) in the name of any warrant holder, such warrant holder shall be deemed to have consented
to: (x) the personal jurisdiction of the state and federal courts located within the State of New York or the United States District
Court for the Southern District of New York in connection with any action brought in any such court to enforce the forum provisions (an
“enforcement action”), and (y) having service of process made upon such warrant holder in any such enforcement action by
service upon such warrant holder’s counsel in the foreign action as agent for such warrant holder.


 




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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 Agreement or of any covenant, condition,
stipulation, promise, or agreement hereof. All covenants, conditions, stipulations, promises, and agreements contained in this Agreement
shall be for the sole and exclusive benefit of the parties hereto (and the Representative with respect to Sections 7.4, 9.4, 9.8 hereof)
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 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 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
(i) curing any ambiguity or to correct any mistake, including to conform the provisions hereof to the description of the terms of the
Warrants and this Agreement set forth in the Prospectus, or curing, correcting or supplementing any defective provision contained herein,
or (ii) 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
or vote of the registered holders of at least 50% of the then outstanding Public 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. The provisions of this Section 9.8 may not be modified, amended or deleted without the prior written
consent of the Representative. 


 


9.9.
Trust Account Waiver. The Warrant Agent acknowledges and agrees that it shall not make any claims or proceed against the trust
account established by the Company in connection with the Public Offering (as more fully described in the Registration Statement) (“Trust
Account”), including by way of set-off, and shall not be entitled to any funds in the Trust Account under any circumstance.
In the event that the Warrant Agent has a claim against the Company under this Agreement, the Warrant Agent will pursue such claim solely
against the Company and not against the property held in the Trust Account.


 


9.10.
Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof
shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any
such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision
as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.


 


[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.


 


		CANNA-GLOBAL
    ACQUISITION CORP 


 


	 	By:	
	 	Name:	 
	 	Title:	 


 


		CONTINENTAL
    STOCK TRANSFER & TRUST COMPANY, as Warrant Agent 


 


	 	By:	
	 	Name:	 
	 	Title:	 


 


[Signature
Page to Warrant Agreement]


 




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Exhibit
A – Form of Warrant Certificate


 


Exhibit
B – Legend


 




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