Exhibit 4.1


 


COLOMBIER ACQUISITION CORP.


 


and


 


CONTINENTAL STOCK TRANSFER & TRUST COMPANY


 


WARRANT AGREEMENT


 


Dated as of June 8, 2021


 


THIS WARRANT AGREEMENT (this
 “Agreement”), dated as of June 8, 2021 is by and between Colombier Acquisition Corp., a Delaware corporation (the
 “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant
agent (the “Warrant Agent”).


 


WHEREAS, in connection with
the Company’s proposed initial public offering (the “Offering”) of units of the Company’s equity securities
(the “Units”), with each such Unit comprised of one share of Class A common stock, par value $0.0001 per share (“Class
A Common Stock”), and one-third of one redeemable Public Warrant (as defined below), the Company has determined to issue and
deliver up to 5,750,000 redeemable warrants (including up to 750,000 redeemable warrants subject to the Over-allotment Option (as defined
below)) to public investors in the Offering (the “Public Warrants”). Each whole Public Warrant entitles the holder
thereof to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment as described herein. Only whole
Public Warrants are exercisable. A holder of the Public Warrants will not be able to exercise any fraction of such Public Warrant; and


 


WHEREAS, in connection with
the Offering, it is contemplated that the Company will enter into that certain Private Placement Warrants Purchase Agreement with Colombier
Sponsor LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor will, simultaneously
with the closing of the Offering (and the closing of the Over-allotment Option (as defined below), if applicable), purchase an aggregate
of 5,250,000 (5,700,000 if the Over-allotment Option is exercised in full) warrants bearing the legend set forth in Exhibit B hereto
(the “Private Placement Warrants” and, together with the Public Warrants, the “Warrants”) at a purchase
price of $1.00 per Private Placement Warrant. Each Private Placement Warrant entitles the holder thereof to purchase one share of Class
A Common Stock at a price of $11.50 per share, subject to adjustment as described herein; and


 


WHEREAS, within 24 months
following completion of the Offering, the Company intends to effect a merger, share exchange, asset acquisition, share purchase, reorganization
or similar business combination involving the Company and one or more businesses or entities (a “Business Combination”);
and


  


WHEREAS, the Company has filed
with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1, File
No. 333-254492, and a prospectus (the “Prospectus”), for the registration, under the Securities Act of 1933, as
amended (the “Securities Act”), of the Units, the Public Warrants and the shares of Class A Common Stock included in
the Units; 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 (if a physical certificate is issued), as provided herein, the valid, binding and legal obligations of
the Company, and to authorize the execution and delivery of this Agreement;


 






    1


     


    

 


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 express terms and conditions set forth in
this Agreement.


 


2.       Warrants.


 


2.1         Form of
Warrant. Each Warrant shall initially be issued in registered form only. Warrants may be represented by one or more physical definitive
certificates or by book entry.


 


2.2         Effect
of Countersignature. If a physical definitive certificate is issued, unless and until countersigned by the Warrant Agent, either by
manual or facsimile signature, pursuant to this Agreement, a Warrant certificate 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 original issuance
and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants in book-entry form, 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 certificates deposited with the Depository and registered in the name of a nominee of the Depositary (as defined below). 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 certificate or (ii) institutions that have accounts with
The Depository Trust Company (the “Depositary”) (such institution, with respect to a Warrant in its account, a “Participant”).


 


If the Depositary subsequently ceases to make its
book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding making other arrangements
for book-entry settlement. In the event that the Public Warrants are not eligible for, or it is no longer necessary to have the Public
Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary to deliver to the Warrant
Agent for cancellation each book-entry Public Warrant, and the Company shall instruct the Warrant Agent to deliver to the Depositary definitive
certificates in physical form evidencing such Warrants which shall be in the form annexed hereto as Exhibit A.


 


The physical definitive certificates, if issued,
shall be signed by, or bear the facsimile signature of, the Chairman of the Board, Chief Executive Officer, Chief Financial Officer, the
President or the Secretary or other principal officer 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.


 


2.3.2        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 is registered in 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 any physical
definitive 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


     


    

 


2.4         Detachability
of Warrants. The shares of Class A Common Stock and Public Warrants comprising the Units shall begin separate trading on the 52nd
day following the date of the Prospectus or, if such 52nd day is not on a day other than a 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 (the “Detachment Date”) with the consent of B. Riley Securities but in
no event shall the shares of Class A Common Stock and the Public Warrants comprising the Units be separately traded until (A) the
Company has filed a current report on Form 8-K with the Commission containing an audited balance sheet reflecting the receipt by
the Company of the gross proceeds of the Offering, including the proceeds received by the Company from the exercise by the underwriters
of their right to purchase additional Units in the Offering (the “Over-allotment Option”), if the Over-allotment Option
is exercised prior to the filing of the Form 8-K, and a second or amended current report on Form 8-K to provide updated financial
information to reflect the exercise of the Underwriters’ Over-allotment option, if the Over-allotment option is exercised following
the initial filing of such current report on Form 8-K and (B) the Company issues a press release and files with the Commission
a Current Report on Form 8-K announcing when such separate trading shall begin. 


 


2.5         Fractional
Warrants. The Company shall not issue fractional Warrants other than as part of the Units, each of which is comprised of one share
of Class A Common Stock and one-third of one whole Public Warrant. If, upon the detachment of Public Warrants from the Units or otherwise,
a holder of Warrants would be entitled to receive a fractional Warrant, the Company shall round down to the nearest whole number the number
of Warrants to be issued to such holder.


 


2.6         Private
Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held
by the Sponsor or any of its Permitted Transferees (as defined below) the Private Placement Warrants: (i) may be exercised on a cashless
basis, pursuant to subsection 3.3.1(c) hereof, (ii) including the shares of Class A Common Stock issuable upon exercise
of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company
of an initial Business Combination, and (iii) shall not be redeemable by the Company; provided, however,
that notwithstanding the terms of the foregoing subsection (ii), the Private Placement Warrants and any shares of Class A Common Stock
issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:


 


(a)            to
the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members
of the Sponsor, any affiliates of the Sponsor or any employees of such affiliates;


 


(b)            in
the case of an individual, transfers by gift to a member of the individual’s immediate family, any estate planning vehicle or to
a trust, the beneficiary of which is a member of the individual’s immediate family or an affiliate of such person, or to a charitable
organization;


 


(c)            in
the case of an individual, transfers by virtue of laws of descent and distribution upon death of the individual;


 


(d)            in
the case of an individual, transfers pursuant to a qualified domestic relations order;


 


(e)            transfers
by private sales or transfers made in connection with the consummation of a Business Combination at prices no greater than the price at
which the Private Placement Warrants or shares of Class A Common Stock, as applicable, were originally purchased;


 


(f)             transfers
in the event of the Company’s liquidation prior to the completion of an initial Business Combination;


 


(g)            transfers
by virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor;


 


(h)            in
the event of the Company’s completion of a liquidation, merger, share exchange, reorganization or other similar transaction which
results in all of the Company’s public stockholders having the right to exchange their shares of Class A Common Stock for cash,
securities or other property subsequent to the completion of the initial Business Combination; and


 






    3


     


    

 


(i)             to
a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (a) through (h) above; provided,
however, that in the case of clauses (a) through (e) and (i), these permitted transferees (the “Permitted
Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this
Agreement.


 


3.       Terms
and Exercise of Warrants.


 


3.1         Warrant
Price. Each whole Warrant shall 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 shall mean the price per share (including in cash or by payment of Warrants
pursuant to a “cashless exercise,” to the extent permitted hereunder) described in the prior sentence at which 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 identical among all of the Warrants.


 


3.2         Duration
of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) (A) commencing on the
later of: (i) the date that is thirty (30) days after the first date on which the Company completes a Business Combination, and (ii) the
date that is twelve (12) months from the date of the closing of the Offering, and (B) terminating at 5:00 p.m., New York City time
on the earlier to occur of: (w) the date that is five (5) years after the date on which the Company completes its initial Business
Combination, (x) the liquidation of the Company in accordance with the Company’s certificate of incorporation, as amended from
time to time, if the Company fails to consummate a Business Combination, and (y) other than with respect to the Private Placement
Warrants, the Redemption Date (as defined below) as provided in Section 6.2 hereof (the “Expiration Date”); provided, however,
that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection
3.3.2 below, with respect to an effective registration statement. Except with respect to the right to receive the Redemption
Price (as defined below) (other than with respect to a Private Placement Warrant) in the event of a redemption (as set forth in Section 6 hereof),
each Warrant (other than a Private Placement Warrant in the event of a redemption) not exercised on or before the Expiration Date shall
become null and 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, that the Company shall provide at least twenty (20) days prior written notice of any such extension to Registered
Holders of the Warrants, and, provided further that any such extension shall be identical in duration among all the Warrants. 


 


3.3         Exercise
of Warrants.


 


3.3.1        Payment.
Subject to the provisions of the Warrant and this Agreement, a Warrant 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, together with (i) an election to purchase
form, duly executed, electing to exercise such Warrant; and (ii) payment in full of 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, in good certified check or good bank draft payable to the order of the Warrant Agent or by wire;


 






    4


     


    

 


(b)            in
the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”)
has elected to require all holders of the 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 excess of the “Fair Market Value” (as defined in this subsection
3.3.1(b)) over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.3,
the “Fair Market Value” shall mean the average closing price of the Class A Common Stock for the ten (10) trading
days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant
to Section 6 hereof;


 


(c)            with
respect to any Private Placement Warrant, so long as such Private Placement Warrant is held by the Sponsor or a Permitted Transferee,
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 excess of the “Fair Market Value”,
as defined in this subsection 3.3.1(c), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection
3.3.1(c), the “Fair Market Value” shall mean the average closing price of the Class A Common Stock for the ten (10) trading
days ending on the third trading day prior to the date on which notice of exercise of the Warrant is sent to the Warrant Agent; or


 


(d)            as
provided in Section 7.4 hereof.


 


The Warrant Agent shall forward funds received for warrant exercises
in a given month by the 5th business day of the following month by wire transfer to an account designated by the Company. 


 


3.3.2        Issuance
of Shares of Class A Common Stock on Exercise. As soon as practicable after the exercise of any Warrant and the clearance of the funds
in payment of the Warrant Price (if payment is pursuant to subsection 3.3.1(a)), the Company shall issue to the Registered
Holder of such Warrant a book-entry position or certificate, as applicable, for the number of full 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 book-entry position or countersigned Warrant, as applicable, for the number of shares of Class A Common Stock
as to which such Warrant shall not have been exercised. If fewer than all the Warrants evidenced by a book-entry Warrant are exercised,
a notation shall be made to the records maintained by the Depositary, its nominee to each book-entry Warrant, or a Participant, as appropriate,
evidencing the balance of the Warrants remaining after such exercise. Notwithstanding the foregoing, the Company shall not be obligated
to deliver any shares of Class A Common Stock pursuant to the exercise of a Warrant and shall have no obligation to settle such Warrant
exercise unless a (a) registration statement under the Securities Act covering the issuance of the Class A Common Stock underlying
the Public Warrants is then effective and (b) a prospectus relating thereto is current, subject to the Company’s satisfying
its obligations under Section 7.4, or or a valid exemption from registration is available. No Warrant shall be exercisable
and the Company shall not be obligated to issue shares of Class A Common Stock upon exercise of a Warrant unless the shares of Class A
Common Stock issuable upon such Warrant exercise have been registered, qualified or deemed to be exempt from registration or qualification
under the securities laws of the state of residence of the Registered Holder of the Warrants. In the event that the conditions in the
two immediately preceding sentences are not satisfied with respect to a Warrant, the holder of such Warrant shall not be entitled to exercise
such Warrant 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. Subject to Section 4.6 of
this Agreement, a Registered Holder of Public Warrants may exercise its Public Warrants only for a whole number of shares of Class A Common
Stock. In no event will the Company be required to net cash settle the Warrant exercise. The Company may require holders of Public Warrants
to settle the Warrant on a “cashless basis” pursuant to Subsection 3.3.1(b) and Section 7.4.
If, by reason of any exercise of Warrants on a “cashless basis,” the holder of any Warrant would be entitled, upon the exercise
of such Warrant, to receive a fractional interest in a share of Class A Common Stock, the Company shall round down to the nearest whole
number, the number of shares of Class A Common Stock to be issued to such holder.


 






    5


     


    

 


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 non-assessable.


 


3.3.4        Date
of Issuance. Each person in whose name any book entry position or certificate, as applicable, 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 of Class A Common Stock 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 in the case of a certificated Warrant, 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% (or such other amount as a holder may specify) (the “Maximum Percentage”) of the shares of 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 Common Stock beneficially owned by such person and its affiliates shall include the number of shares of Class A 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 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 issued and outstanding Class A Common Stock, the holder may rely on the number of issued and outstanding 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 Commission 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 Class A Common Stock issued and
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.


 






    6


     


    

 


4.       Adjustments.


 


4.1         Stock
Dividends.


 


4.1.1        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 the outstanding shares
of Class A Common Stock. A rights offering to holders of shares of Class A Common Stock entitling holders to purchase shares of Class
A Common Stock at a price less than the “Fair Market Value” (as defined below) shall be deemed a stock dividend of a number
of shares of Class A Common Stock equal to the product of (i) the number of shares of Class A Common Stock actually sold in such
rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for
the shares of Class A Common Stock) multiplied by (ii) one (1) minus the quotient of (x) the price per share of Class A
Common Stock paid in such rights offering divided by (y) the Fair Market Value. For purposes of this subsection 4.1.1,
(i) if the rights offering is for securities convertible into or exercisable for shares of Class A Common Stock, in determining the
price payable for shares of Class A Common Stock, there shall be taken into account any consideration received for such rights, as well
as any additional amount payable upon exercise or conversion and (ii) “Fair Market Value” means the volume weighted average
price of the Class A Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the first
date on which the shares of Class A Common Stock trade on the applicable exchange or in the applicable market, regular way, without the
right to receive such rights. 


 


4.1.2        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 on account of such shares of Class A Common Stock
(or other shares of the Company’s capital stock into which the Warrants are convertible), other than (a) as described in subsection
4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the redemption rights of the holders of
the shares of Class A Common Stock in connection with a proposed initial Business Combination, (d) to satisfy the redemption rights
of the holders of the shares of Class A Common Stock in connection with a stockholder vote to amend the Company’s amended and restated
certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the shares of Class
A Common Stock included in the Units sold in the Offering if the Company does not complete the Business Combination within the period
set forth in the Company’s amended and restated certificate of incorporation or with respect to any other material provisions relating
to stockholders’ rights or pre-Business Combination activity, or (e) in connection with the redemption of shares of Class A
Common Stock included in the Units sold in the Offering upon the failure of the Company to complete its initial Business Combination and
any subsequent distribution of its assets upon its liquidation (any such non-excluded event being referred to herein as 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/or the fair market value (as determined by the Board, in good faith) of any securities or other assets
paid on each share of Class A Common Stock in respect of such Extraordinary Dividend. For purposes of this subsection 4.1.2,
 “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis, with
the per share amounts of all other cash dividends and cash distributions paid on the shares of Class A Common Stock during the 365-day
period ending on the date of declaration of such dividend or distribution (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) does not exceed
$0.50 (being 5% of the offering price of the Units in the Offering).


 






    7


     


    

 


4.2         Aggregation
of Shares. If after the date hereof, and subject to the provisions of Section 4.6 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         Adjustments
in Warrant Price. Whenever the number of shares of Class A Common Stock purchasable upon the exercise of the Warrants is adjusted,
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. 


 


4.4         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 under Section 4.1 or Section 4.2 hereof or that solely
affects the par value of such shares of Class A Common Stock), or in the case of any merger or consolidation of the Company with or into
another entity or conversion of the Company into another type of entity (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 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 holders of the Warrants 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 holder of the Warrants would
have received if such holder had exercised his, her or its Warrant(s) immediately prior to such event (the “Alternative
Issuance” ); provided, however, that (i) if the holders of the shares of Class A Common Stock were
entitled to exercise a right of election as to the kind or amount of securities, cash or other assets receivable upon such consolidation
or merger, then the kind and amount of securities, cash or other assets constituting the Alternative Issuance for which each Warrant shall
become exercisable shall be deemed to be the weighted average of the kind and amount received per share by the holders of the shares of
Class A Common Stock in such consolidation or merger that affirmatively make such election, and (ii) if a tender, exchange or redemption
offer shall have been made to and accepted by the holders of the shares of Class A Common Stock (other than a tender, exchange or redemption
offer made by the Company in connection with redemption rights held by stockholders of the Company as provided for in the Company’s
amended and restated certificate of incorporation or as a result of the repurchase of shares of Class A Common Stock by the Company if
a proposed initial Business Combination is presented to the stockholders of the Company for approval) under circumstances in which, upon
completion of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under
the Exchange Act (or any successor rule)) of which such maker is a part, and together with any affiliate or associate of such maker (within
the meaning of Rule 12b-2 under the Exchange Act (or any successor rule)) and any members of any such group of which any such affiliate
or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act (or any successor rule)) more than
50% of the outstanding shares of Class A Common Stock, the holder of a Warrant shall be entitled to receive as the Alternative Issuance,
the highest amount of cash, securities or other property to which such holder would actually have been entitled as a stockholder if such
Warrant holder had exercised the Warrant prior to the expiration of such tender or exchange offer, accepted such offer and all of the
shares of Class A Common Stock held by such holder had been purchased pursuant to such tender or exchange offer, subject to adjustments
(from and after the consummation of such tender or exchange offer) as nearly equivalent as possible to the adjustments provided for in
this Section 4; provided, further, that if less than 70% of the consideration receivable by the
holders of the shares of Class A Common Stock in the applicable event is payable in the form of Class A Common Stock in the successor
entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter market, or is to be
so listed for trading or quoted immediately following such event, and if the Registered Holder properly exercises the Warrant within thirty
(30) days following the public disclosure of the consummation of such applicable event by the Company pursuant to a Current Report on
Form 8-K filed with the Commission, the Warrant Price shall be reduced by an amount (in dollars) equal to the difference, if positive,
of (i) the Warrant Price in effect prior to such reduction minus (ii) (A) the Per Share Consideration (as defined below)
minus (B) the Black-Scholes Warrant Value (as defined below) (which amount determined under this clause (ii) shall not be less
than zero). The “Black-Scholes Warrant Value” means the value of a Warrant immediately prior to the consummation of
the applicable event based on the Black-Scholes Warrant Model for a Capped American Call on Bloomberg Financial Markets (“Bloomberg”).
For purposes of calculating such amount, (1) Section 6 of this Agreement shall be taken into account, (2) the
price of each share of Class A Common Stock shall be the volume weighted average price of the Class A Common Stock as reported during
the ten (10) trading day period ending on the trading day prior to the effective date of the applicable event, (3) the assumed
volatility shall be the 90 day volatility obtained from the HVT function on Bloomberg determined as of the trading day immediately prior
to the day of the announcement of the applicable event, and (4) the assumed risk-free interest rate shall correspond to the U.S.
Treasury rate for a period equal to the remaining term of the Warrant. “Per Share Consideration” means (i) if
the consideration paid to holders of the shares of Class A Common Stock consists exclusively of cash, the amount of such cash per share
of Class A Common Stock, and (ii) in all other cases, the volume weighted average price of the Class A Common Stock as reported during
the ten (10) trading day period ending on the trading day prior to the effective date of the applicable event. If any reclassification
or reorganization also results in a change in shares of Class A Common Stock covered by subsection 4.1.1, then such adjustment
shall be made pursuant to subsection 4.1.1 or Sections 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. In no event will the Warrant Price be reduced to less than the par value per share issuable
upon exercise of the Warrant.


 






    8


     


    

 


4.5         Notices
of Changes in Warrant. Upon every adjustment of the Warrant Price or the number of shares of Class A Common Stock 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 of Class A Common Stock 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; provided, however,
that no adjustment to the number of shares of Class A Common Stock issuable upon exercise of a Warrant shall be required until cumulative
adjustments amount to 1% or more of the number of shares of Class A Common Stock issuable upon exercise of a Warrant as last adjusted; provided, further,
that any such adjustments that are not made are carried forward and taken into account in any subsequent adjustment. Notwithstanding the
foregoing, all such carried forward adjustments shall be made (i) in connection with any subsequent adjustment that (taken together
with such carried forward adjustments) would result in a change of at least 1% in the number of shares of Class A Common Stock issuable
upon exercise of a Warrant and (ii) on the exercise date of any Warrant. Upon the occurrence of any event specified in Sections
4.1, 4.2, 4.3 or 4.4 in connection with which an adjustment is made to the Warrant Price
or the number of shares of Class A Common Stock issuable upon exercise of a Warrant, the Company shall give written notice of the occurrence
of such event to each holder of a Warrant, 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 Agreement to the contrary, the Company shall not issue fractional
shares of Class A Common Stock upon the 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 down to the nearest whole number the number of shares of Class A Common Stock to be issued to such holder.


 


4.7         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 of Class A Common Stock as is stated in the
Warrants initially issued pursuant to this Agreement; provided, however, that 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.


 






    9


     


    

 


4.8         Other
Events. In case any event shall occur affecting the Company as to which none of the provisions of the 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; provided, however,
that under no circumstances shall the Warrants be adjusted pursuant to this Section 4.8(ii) as a result of any issuance of securities
in connection with a Business Combination or (ii) solely as a result of an adjustment to the conversion ratio of the Company’s
Class B common stock, $0.0001 par value per share, into Class A Common Stock. 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 upon the Warrant Register,
upon surrender of such Warrant for transfer, in the case of certificated warrants, properly endorsed with signatures 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, together with a written request for exchange or transfer
and thereupon the Warrant Agent shall issue in exchange therefor one or more new Warrants 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 (as in the case of the Private Placement Warrants), the Warrant Agent
shall not cancel such Warrant and issue new Warrants in exchange thereof 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 shall 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, shall supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose.


 


5.6         Transfer
of Warrants. 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 5.6 shall have no effect on any transfer of Warrants on and after
the Detachment Date.


 






    10


     


    

 


6.       Redemption.


 


6.1         Redemption
of Warrants. Subject to Section 6.4 hereof, not less than all of the outstanding Warrants may be redeemed, at
the option of the Company, at any time while they are exercisable and prior to their expiration, at the office of the Warrant Agent, upon
notice to the Registered Holders of the Warrants, as described in Section 6.2 below, at the price of $0.01 per Warrant
(the “Redemption Price”), provided that the closing price of the Class A Common Stock reported has been at least $18.00
per share (subject to adjustment in compliance with Section 4 hereof), on each of twenty (20) trading days, within
the thirty (30) trading-day period ending on the third trading day prior to the date on which notice of the 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 Period (as defined in Section 6.2 below)
or the Company has elected to require the exercise of the Warrants on a “cashless basis” pursuant to subsection 3.3.1 and
such cashless exercise is exempt from registration under the Securities Act.


 


6.2         Date
Fixed for, and Notice of, Redemption. In the event that the Company elects to redeem all of the Warrants pursuant to Section 6.1,
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 (such 30-day period, the “Redemption
Period”) 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 Warrants may be exercised, for cash (or on a “cashless basis” in accordance with subsection
3.3.1(b) 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 that the Company determines to require all holders of Warrants to exercise their Warrants
on a “cashless basis” pursuant to subsection 3.3.1, the notice of redemption shall 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” (as such term is defined in subsection 3.3.1(b) hereof) 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.


 


6.4         Exclusion
of Private Placement Warrants. The Company agrees that the redemption rights provided in Section 6.1 shall not
apply to the Private Placement Warrants if at the time of the redemption such Private Placement Warrants continue to be held by the Sponsor
or its Permitted Transferees. However, once such Private Placement Warrants are transferred (other than to Permitted Transferees
under subsection 2.6), the Company may redeem the Private Placement Warrants, provided that the criteria for redemption are
met, including the opportunity of the holder of such Private Placement Warrants to exercise the Private Placement Warrants prior to redemption
pursuant to Section 6.1. Private Placement Warrants that are transferred to persons other than Permitted Transferees
shall upon such transfer cease to be Private Placement Warrants and shall become Public Warrants under this Agreement.


  


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.


 






    11


     


    

 


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, and countersigned by the Warrant Agent. 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. Warrant Agent may,
at its option, countersign replacement Warrants for mutilated certificates upon presentation thereof without such indemnity.


 


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 shall 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; Cashless Exercise at Company’s Option.


 


7.4.1        Registration
of Shares of Class A Common Stock. The Company agrees that as soon as practicable, but in no event later than fifteen (15) Business
Days after the closing of its initial Business Combination, it shall use its best efforts to file with the Commission a registration statement
for the registration, under the Securities Act of the shares of Class A Common Stock issuable upon exercise of the Warrants. The Company
shall use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and
a current prospectus relating thereto, 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 Commission, 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,” by exchanging the Warrants (in accordance with Section 3(a)(9) of
the Securities Act (or any successor statute) or another exemption) 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 excess
of the “Fair Market Value” (as defined below) over the Warrant Price by (y) the Fair Market Value. Solely for purposes
of this subsection 7.4.1, “Fair Market Value” shall mean the average closing price of the Class A Common
Stock for the ten (10) trading days ending on the third trading day prior to the date that notice of exercise is sent to the Warrant
Agent from the holder of such Warrants or its securities broker or intermediary. The date that notice of “cashless exercise”
is received by the Warrant Agent shall be conclusively determined by the Warrant Agent. In connection with the “cashless exercise”
of a Public Warrant, the Company shall, upon request, 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 subsection 7.4.1 is not required to be registered under the Securities Act and (ii) the
shares of Class A Common Stock issued upon such exercise shall be freely tradable under United States federal securities laws by anyone
who is not (and has not been during the preceding three months) an affiliate (as such term is defined in Rule 144 under the Securities
Act (or any successor rule)) of the Company and, accordingly, shall not be required to bear a restrictive legend. Except as provided in subsection
7.4.2, for the avoidance of doubt, unless and until all of the Warrants have been exercised or have expired, the Company shall continue
to be obligated to comply with its registration obligations under the first three sentences of this subsection 7.4.1.


 






    12


     


    

 


7.4.2        Cashless
Exercise at Company’s Option. If the shares of Class A Common Stock are at the time of any exercise of a Warrant not listed
on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of
the Securities Act (or any successor statute), the Company may, at its option, require holders of Public Warrants who exercise Public
Warrants to exercise such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities
Act (or any successor statute) as described in subsection 7.4.1 and (i) in the event the Company so elects, the
Company shall not be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of
the shares of Class A Common Stock issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary
or (ii) if the Company does not so elect, the Company agrees to use its best efforts to register or qualify for sale the shares of
Class A Common Stock issuable upon exercise of the Public Warrant under the blue sky laws of the state of residence of the exercising
Public Warrant holder to the extent an exemption is not available.


 


8.       Concerning
the Warrant Agent and Other Matters.


 


8.1         Payment
of Taxes. The Company shall 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 the Warrants, but the Company and
the Warrant Agent shall not be obligated to pay any transfer taxes in respect of the Warrants or such shares of Class A Common Stock.


 


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 ninety (90) days after it has
been notified in writing of such resignation or incapacity by the Warrant Agent or by the holder of a 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 authorized under applicable laws to exercise the powers of a transfer agent
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.


 


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 Company’s 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 entity into which the Warrant Agent may be merged or with which it may be consolidated or any
entity 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 shall, pursuant
to its obligations under this Agreement, reimburse the Warrant Agent upon demand for all expenditures that the Warrant Agent may reasonably
incur in the execution of its duties hereunder.


 






    13


     


    

 


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 Chairman of the Board, Chief Executive Officer, Chief Financial Officer, the President or the Secretary or
other principal officer 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, or its representatives’, gross negligence, willful misconduct, bad
faith or material breach of this Agreement. 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, or its representatives’, gross negligence, willful misconduct,
bad faith or material breach of this Agreement.


 


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). The Warrant Agent shall not be responsible for any breach by the Company of any
covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not 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 shall, when issued, be valid and fully paid and non-assessable.


 


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 the Warrants.


 


8.6         Waiver.
The Warrant Agent has no right of set-off or any other right, title, interest or claim of any kind (“Claim”) in, or
to any distribution of, the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date hereof,
by and between the Company and the Warrant Agent as trustee thereunder) and hereby agrees not to seek recourse, reimbursement, payment
or satisfaction for any Claim against the Trust Account for any reason whatsoever. The Warrant Agent hereby waives any and all Claims
against the Trust Account and any and all rights to seek access to the Trust Account.


 






    14


     


    

 


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:


 


Colombier Acquisition Corp.

214 Brazilian Avenue


Suite 200-A


Palm Beach, FL 33480


Attention: Omeed Malik


 


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


 


Eversheds Sutherland (US) LLP

700 Sixth Street NW


Suite 600


Washington, DC 20001

Attention: Steven B. Boehm, Esq.


Payam Siadatpour, 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 (5) 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, NY 10004

Attention: Compliance Department


 


9.3         Applicable
Law. 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. The Company hereby agrees that any action, proceeding or claim against it arising out of or relating in
any way to this Agreement may 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. The Company hereby
waives any objection to such jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing, this exclusive
forum provision of this paragraph shall not apply to suits brought to enforce any liability or duty created by the Exchange Act, any other
claim for which the federal courts have exclusive jurisdiction or any complaint asserting a cause
of action arising under the Securities Act against us or any of our directors, officers, other employees or agents. Section
27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange
Act or the rules and regulations thereunder.


 


9.4         Compliance
and Confidentiality. The Warrant Agent shall perform its duties under this Agreement in compliance with all applicable laws and keep
confidential all information relating to this Agreement and, except as required by applicable law, shall not use such information for
any purpose other than the performance of the Warrant Agent’s obligations under this Agreement.


 






    15


     


    

 


9.5         Persons
Having Rights under this Agreement. Nothing in this Agreement 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 their successors and assigns and of
the Registered Holders of the Warrants.


 


9.6         Examination
of the Warrant Agreement. A copy of this Agreement shall be available at all reasonable times at the office of the Warrant Agent for
inspection by the Registered Holder of any Warrant. The Warrant Agent may require any such holder to submit such holder’s Warrant
for inspection by the Warrant Agent.


 


9.7         Counterparts;
Electronic Signatures. 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.
A signature to this Agreement transmitted electronically shall have the same authority, effect, and enforceability as an original signature.


 


9.8         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.


 


9.9         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 modification or amendment
to increase the Warrant Price or shorten the Exercise Period shall require the vote or written consent of the Registered Holders of 50%
of the number of the then outstanding Public Warrants and, solely with respect to any amendment to the terms of the Private Placement
Warrants, 50% of the number of then outstanding Private Placement 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.


 


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.


 


Exhibit A      Form of Warrant
Certificate


 


Exhibit B Legend — Private Placement Warrants


 






    16


     


    

 


IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be duly executed as of the date first above written.


 


	 	COLOMBIER ACQUISITION CORP.
	 	 
	 	 
	 	By:	/s/ Omeed Malik
	 	 	Name: Omeed Malik
	 	 	Title:   Chief Executive Officer
	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY
	 	 
	 	 
	 	By:	/s/ Erika Young
	 	 	Name: Erika Young
	 	 	Title:   Vice President and Account Administrator 


 


[SIGNATURE PAGE TO WARRANT AGREEMENT]


 






    17


     


    

 


EXHIBIT A


 


Form of Warrant Certificate


 


[FACE]


 


Number


 


Warrants


 


THIS WARRANT SHALL BE NULL AND VOID IF NOT EXERCISED
PRIOR TO THE EXPIRATION

 OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED

 BELOW


 


Colombier Acquisition Corp.

Incorporated Under the Laws of the State of Delaware


 


CUSIP 19533H 116


 


Warrant Certificate


 


This Warrant Certificate certifies that      ,
or registered assigns, is the registered holder                                            of          warrant(s) evidenced hereby (the “Warrants”
and each, a “Warrant”) to purchase shares of Class A common stock, $0.0001 par value per share (“Class
A Common Stock”), of Colombier Acquisition Corp., a Delaware corporation (the “Company”). Each whole Warrant
entitles the holder, upon exercise during the period set forth in the Warrant Agreement referred to below, to receive from the Company
that number of fully paid and non-assessable shares of Class A Common Stock as set forth below, at the exercise price (the “Warrant
Price”) as determined pursuant to the Warrant Agreement, payable in lawful money (or through “cashless exercise”
as provided for in the Warrant Agreement) of the United States of America upon surrender of this Warrant Certificate and payment of the
Warrant Price at the office or agency of the Warrant Agent referred to below, subject to the conditions set forth herein and in the Warrant
Agreement. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant
Agreement.


 


Each whole Warrant is initially exercisable for one fully paid and
non-assessable share of Class A Common Stock. No fractional shares will be issued upon exercise of any Warrant. If, upon the exercise
of Warrants, a holder would be entitled to receive a fractional interest in a share of Class A Common Stock, the Company will, upon exercise,
round down to the nearest whole number of the number of shares of Class A Common Stock to be issued to the holder. The number of shares
of Class A Common Stock issuable upon exercise of the Warrants is subject to adjustment upon the occurrence of certain events as set forth
in the Warrant Agreement.


 


The initial Warrant Price per share of Class A Common Stock for any
Warrant is equal to $11.50 per share. The Warrant Price is subject to adjustment upon the occurrence of certain events as set forth in
the Warrant Agreement.


 


Subject to the conditions set forth in the Warrant Agreement, the Warrants
may be exercised only during the Exercise Period and to the extent not exercised by the end of such Exercise Period, such Warrants shall
become null and void. The Warrants may be redeemed, subject to certain conditions, as set forth in the Warrant Agreement.


 


Reference is hereby made to the further provisions of this Warrant
Certificate set forth on the reverse hereof and such further provisions shall for all purposes have the same effect as though fully set
forth at this place.


 


This Warrant Certificate shall not be valid unless countersigned by
the Warrant Agent, as such term is used in the Warrant Agreement.


 






    18


     


    

 


This Warrant Certificate shall be governed by and construed in accordance
with the internal laws of the State of New York.


 


	 	COLOMBIER ACQUISITION CORP.
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


[Form of Warrant]


 






    19


     


    

 


[Form of Warrant Certificate]


 


[Reverse]


 


The Warrants evidenced by this Warrant Certificate are part of a duly
authorized issue of Warrants entitling the holder on exercise to receive shares of Class A Common Stock and are issued or to be issued
pursuant to a Warrant Agreement dated as of , 2021 (the “Warrant Agreement”), duly executed and delivered by the Company
to Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (or successor warrant agent) (collectively,
the “Warrant Agent”), which Warrant Agreement is hereby incorporated by reference in and made a part of this instrument
and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the
Warrant Agent, the Company and the holders (the words “holders” or “holder” meaning the Registered
Holders or Registered Holder, respectively) of the Warrants. A copy of the Warrant Agreement may be obtained by the holder hereof upon
written request to the Company. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to
them in the Warrant Agreement.


 


Warrants may be exercised at any time during the Exercise Period set
forth in the Warrant Agreement. The holder of Warrants evidenced by this Warrant Certificate may exercise them by surrendering this Warrant
Certificate, with the form of election to purchase set forth hereon properly completed and executed, together with payment of the Warrant
Price as specified in the Warrant Agreement (or through “cashless exercise” as provided for in the Warrant Agreement) at the
designated office of the Warrant Agent. In the event that upon any exercise of Warrants evidenced hereby the number of Warrants exercised
shall be less than the total number of Warrants evidenced hereby, there shall be issued to the holder hereof or his, her or its assignee,
a new Warrant Certificate evidencing the number of Warrants not exercised.


 


Notwithstanding anything else in this Warrant Certificate or the Warrant
Agreement, no Warrant may be exercised unless at the time of exercise (i) a registration statement covering the shares of Class A
Common Stock to be issued upon exercise is effective under the Securities Act and (ii) a prospectus thereunder relating to the shares
of Class A Common Stock is current, except through “cashless exercise” as provided for in the Warrant Agreement.


 


The Warrant Agreement provides that upon the occurrence of certain
events the number of shares of Class A Common Stock issuable upon exercise of the Warrants set forth on the face hereof may, subject to
certain conditions, be adjusted. If, upon exercise of a Warrant, the holder thereof would be entitled to receive a fractional interest
in a share of Class A Common Stock, the Company shall, upon exercise, round down to the nearest whole number of shares of Class A Common
Stock to be issued to the holder of the Warrant.


 


Warrant Certificates, when surrendered at the designated office of
the Warrant Agent by the Registered Holder thereof in person or by legal representative or attorney duly authorized in writing, may be
exchanged, in the manner and subject to the limitations provided in the Warrant Agreement, but without payment of any service charge,
for another Warrant Certificate or Warrant Certificates of like tenor evidencing in the aggregate a like number of Warrants.


 


Upon due presentation for registration of transfer of this Warrant
Certificate at the office of the Warrant Agent a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate
a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant Certificate, subject to the limitations
provided in the Warrant Agreement, without charge except for any tax or other third-party charges imposed in connection therewith.


 


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


 






    20


     


    

 


Election to Purchase


 


(To Be Executed Upon Exercise of Warrant)


 


The undersigned hereby irrevocably elects to exercise the right, represented
by this Warrant Certificate, to receive shares of Class A Common Stock and herewith tenders payment for such shares of Class A Common
Stock to the order of Colombier Acquisition Corp. (the “Company”) in the amount of $__________ in accordance with the
terms hereof. The undersigned requests that a certificate for such shares of Class A Common Stock be registered in the name of _________,
whose address is _______________________ and that such shares of Class A Common Stock be delivered to _________ whose address is _______________________.
If said number of shares of Class A Common Stock is less than all of the shares of Class A Common Stock purchasable hereunder, the undersigned
requests that a new Warrant Certificate representing the remaining balance of such shares of Class A Common Stock be registered in the
name of ____________, whose address is ________________, and that such Warrant Certificate be delivered to __________, whose address is
___________________.


 


In the event that the Warrant has been called for redemption by the
Company pursuant to Section 6.1 of the Warrant Agreement and the Company has required cashless exercise pursuant
to Section 6.3 of the Warrant Agreement, the number of shares of Class A Common Stock that this Warrant is exercisable
for shall be determined in accordance with subsection 3.3.1(b) and Section 6.3 of the Warrant Agreement.


 


In the event that the Warrant is a Private Placement Warrant that is
to be exercised on a “cashless” basis pursuant to subsection 3.3.1(c) of the Warrant Agreement, the number
of shares of Class A Common Stock that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(c) of
the Warrant Agreement.


 


In the event that the Warrant is to be exercised on a “cashless”
basis pursuant to Section 7.4 of the Warrant Agreement, the number of shares of Class A Common Stock that this Warrant
is exercisable for shall be determined in accordance with Section 7.4 of the Warrant Agreement.


 


In the event that the Warrant may be exercised, to the extent allowed
by the Warrant Agreement, through cashless exercise (i) the number of shares of Class A Common Stock that this Warrant is exercisable
for would be determined in accordance with the relevant section of the Warrant Agreement which allows for such cashless exercise and (ii) the
holder hereof shall complete the following: The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant
Certificate, through the cashless exercise provisions of the Warrant Agreement, to receive shares of Class A Common Stock. If said number
of shares of Class A Common Stock is less than all of the shares of Class A Common Stock purchasable hereunder (after giving effect to
the cashless exercise), the undersigned requests that a new Warrant Certificate representing the remaining balance of such shares of Class
A Common Stock be registered in the name of ________________, whose address is ___________, and that such Warrant Certificate be delivered
to ____________, whose address is ______________.


 


	Date:	(Signature)
	 	 
	 	 
	 	(Address)


 


(Tax Identification Number)


 


Signature Guaranteed:


 


THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR
INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION
PROGRAM, PURSUANT TO SEC RULE 17Ad-15 (OR ANY SUCCESSOR RULE) UNDER THE SECURITIES EXCHANGE ACT, OF 1934, AS AMENDED).


 






    21


     


    

 





EXHIBIT B


 


LEGEND


 


THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE
DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM
REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED IN THE LETTER AGREEMENT BY AND AMONG
COLOMBIER ACQUISITION CORP. (THE “COMPANY”), COLOMBIER SPONSOR LLC AND THE OTHER PARTIES THERETO, THE SECURITIES REPRESENTED
BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS THIRTY (30) DAYS AFTER THE DATE UPON WHICH THE COMPANY
COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION 3 OF THE WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT TO A PERMITTED
TRANSFEREE (AS DEFINED IN SECTION 2 OF THE WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER
PROVISIONS.


 


SECURITIES EVIDENCED BY THIS CERTIFICATE AND SHARES OF CLASS A COMMON
STOCK OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT
TO BE EXECUTED BY THE COMPANY.


 






    22