Exhibit 10.4


 


PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT


 


THIS
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced
herein, this “Agreement”), dated as of June 8, 2021, is entered into by and among Colombier Acquisition
Corp., a Delaware corporation (the “Company”), and Colombier Sponsor LLC, a Delaware limited liability company
(the “Purchaser”).


 


WHEREAS,
the Company intends to consummate an initial public offering of the Company’s units (the “Public Offering”),
each unit consisting of one share of Class A common stock of the Company, par value $0.0001 per share (each, a “Share”),
and one-third of one warrant, each whole warrant entitling the holder to purchase one Share at an exercise price of $11.50 per Share,
as set forth in the Company’s Registration Statement on Form S-1, filed with the U.S. Securities and Exchange Commission (the
 “SEC”), File Number 333-254492 (the “Registration Statement”), under the Securities
Act of 1933, as amended (the “Securities Act”).


 


WHEREAS,
the Purchaser has agreed to purchase 5,250,000 (5,700,000 if the underwriters’ over-allotment option is exercised in its entirety)
warrants (the “Private Placement Warrants”), with each Private Placement Warrant entitling the holder to purchase
one Share at an exercise price of $11.50 per Share, at a price of $1.00 per warrant, subject to adjustment.


 


NOW
THEREFORE, in consideration of the mutual promises contained in this Agreement and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby, intending legally to be bound, agree as
follows:


 


AGREEMENT


 


Section 1. Authorization, Purchase and Sale; Terms of the Private
Placement Warrants.


 


A.            Authorization
of the Private Placement Warrants. The Company has duly authorized the issuance and sale of the Private Placement Warrants to the
Purchaser.


 


B.            Purchase
and Sale of the Private Placement Warrants. On the date of the consummation of the Public Offering (the “IPO Closing Date”),
the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 5,250,000 (5,700,000 if the underwriters’
over-allotment option is exercised in its entirety) Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase
price of $5,250,000 ($5,700,000 if the underwriters’ over-allotment option is exercised in its entirety) (the “Purchase
Price”). The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds in the following amounts:
(i) $2,250,000 to the Company, at a financial institution to be chosen by the Company, and (ii) $3,000,000 to the trust account
maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”),
in each case in accordance with the Company’s wiring instructions, at least one (1) business day prior to the IPO Closing Date;
provided however that if underwriters of the Public Offering exercise their option to purchase additional units, in whole or in part,
the amount in clause (ii) shall instead be equal to 2% of the gross proceeds of the Public Offering, including such option, and the
amount in clause (i) shall instead be equal to the difference between (x) $5,700,000 and (y) 2% of the gross proceeds of
the Public Offering.


 






    


     


    

 


On the IPO Closing Date, subject to the receipt of funds pursuant to
the immediately prior sentence, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased
on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.


 


C.            Terms
of the Private Placement Warrants.


 


		(i)	Each Private Placement Warrant shall have the terms set forth in a Warrant Agreement to be entered into by the Company and a warrant
agent on the IPO Closing Date, in connection with the Public Offering (the “Warrant Agreement”).



 


		(ii)	On the IPO Closing Date, the Company and the Purchaser shall enter into a registration and stockholder rights agreement (the “Registration
and Stockholder Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser
relating to the Private Placement Warrants and the Shares underlying the Private Placement Warrants.



 


Section 2.
Representations and Warranties of the Company. As a material inducement to the Purchaser to enter into this Agreement
and purchase the Private Placement Warrants, the Company hereby represents and warrants to the Purchaser (which representations and warranties
shall survive the IPO Closing Date) that:


 


A.            Incorporation
and Corporate Power. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State
of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have
a material adverse effect on the financial condition, operating results or assets of the Company. The Company possesses all requisite
corporate power and authority necessary to carry out the transactions contemplated by this Agreement and the Warrant Agreement.


 


B.            Authorization;
No Breach.


 


		(i)	The execution, delivery and performance of this Agreement and the Private Placement Warrants have been duly authorized by the Company.
This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms, subject to bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’
rights and to general equitable principles (whether considered in a proceeding in equity or law). Upon issuance in accordance with, and
payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Private Placement Warrants will constitute valid and binding
obligations of the Company, enforceable in accordance with their respective terms.



 






    


     


    

 


		(ii)	The execution and delivery by the Company of this Agreement and the Private Placement Warrants, the issuance and sale of the Private
Placement Warrants, the issuance of the Shares upon exercise of the Private Placement Warrants and the fulfillment of and compliance with
the respective terms hereof and thereof by the Company, do not and will not (a) conflict with or result in a breach of the terms,
conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge
or encumbrance upon the Company’s capital stock or assets under, (d) result in a violation of, or (e) require any authorization,
consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental
body or agency pursuant to the certificate of incorporation of the Company (in effect on the date hereof or as may be amended prior to
completion of the Public Offering) or any material law, statute, rule or regulation to which the Company is subject, or any agreement,
order, judgment or decree to which the Company is subject, except for any filings required after the date hereof under federal or state
securities laws.



 


C.            Title
to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, the Shares issuable
upon exercise of the Private Placement Warrants will be duly and validly issued, fully paid and nonassessable. On the date of issuance
of the Private Placement Warrants, the Shares issuable upon exercise of the Private Placement Warrants shall have been reserved for issuance.
Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, the Purchaser will have good title
to the Private Placement Warrants purchased by it and, when issued, the Shares issuable upon exercise of such Private Placement Warrants,
free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions hereunder and under the other
agreements contemplated hereby, (ii) transfer restrictions under federal and state securities laws, and (iii) liens, claims
or encumbrances imposed due to the actions of the Purchaser.


 


D.            Governmental
Consents. No permit, consent, approval or authorization of, or declaration to or filing with, any governmental authority is required
in connection with the execution, delivery and performance by the Company of this Agreement or the consummation by the Company of any
other transactions contemplated hereby.


 


E.            Regulation
D Qualification. Neither the Company nor, to its actual knowledge, any of its affiliates, members, officers, directors or beneficial
stockholders of 20% or more of its outstanding securities, has experienced a disqualifying event as enumerated pursuant to Rule 506(d) of
Regulation D under the Securities Act.


 






    


     


    

 


Section 3.
Representations and Warranties of the Purchaser. As a material inducement to the Company to enter into this Agreement
and issue and sell the Private Placement Warrants to the Purchaser, the Purchaser hereby represents and warrants to the Company (which
representations and warranties shall survive the IPO Closing Date) that:


 


A.            Organization
and Requisite Authority. The Purchaser possesses all requisite power and authority necessary to carry out the transactions contemplated
by this Agreement.


 


B.            Authorization;
No Breach.


 


		(i)	This Agreement constitutes a valid and binding obligation of the Purchaser, enforceable in accordance with its terms, subject to bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’
rights and to general equitable principles (whether considered in a proceeding in equity or law).



 


		(ii)	The execution and delivery by the Purchaser of this Agreement and the fulfillment of and compliance with the terms hereof by the Purchaser
does not and shall not (a) conflict with or result in a breach by the Purchaser of the terms, conditions or provisions of, (b) constitute
a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Purchaser’s equity
or assets under, (d) result in a violation of, or (e) require authorization, consent, approval, exemption or other action by
or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to the Purchaser’s
organizational documents in effect on the date hereof or as may be amended prior to completion of the contemplated Public Offering, or
any material law, statute, rule or regulation to which the Purchaser is subject, or any agreement, instrument, order, judgment or
decree to which the Purchaser is subject, except for any filings required after the date hereof under federal or state securities laws.



 


C.            Investment
Representations.


 


		(i)	The Purchaser is acquiring the Private Placement Warrants and, upon exercise of the Private Placement Warrants, the Shares issuable
upon such exercise (collectively, the “Securities”) for its own account, for investment purposes only and not
with a view towards, or for resale in connection with, any public sale or distribution thereof.



 


		(ii)	The Purchaser is an “accredited investor” as such term is defined in Rule 501(a)(3) of Regulation
D, and the Purchaser has not experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the
Securities Act.



 






    


     


    

 


		(iii)	The Purchaser understands that the Securities are being offered and will be sold to it in reliance on specific exemptions from the
registration requirements of the United States federal and state securities laws and that the Company is relying upon the truth and accuracy
of, and the Purchaser’s compliance with, the representations and warranties of the Purchaser set forth herein in order to determine
the availability of such exemptions and the eligibility of the Purchaser to acquire such Securities.



 


		(iv)	The Purchaser did not decide to enter into this Agreement as a result of any general solicitation or general advertising within the
meaning of Rule 502(c) under the Securities Act.



 


		(v)	The Purchaser has been furnished with all materials relating to the business, finances and operations of the Company and materials
relating to the offer and sale of the Securities which have been requested by the Purchaser. The Purchaser has been afforded the opportunity
to ask questions of the executive officers and directors of the Company. The Purchaser understands that its investment in the Securities
involves a high degree of risk and it has sought such accounting, legal and tax advice as it has considered necessary to make an informed
investment decision with respect to the acquisition of the Securities.



 


		(vi)	The Purchaser understands that no United States federal or state agency or any other government or governmental agency has passed
on or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the Securities by the
Purchaser nor have such authorities passed upon or endorsed the merits of the offering of the Securities.



 


		(vii)	The Purchaser understands that: (a) the Securities have not been and are not being registered under the Securities Act or any
state securities laws, and may not be offered for sale, sold, assigned or transferred unless (1) subsequently registered thereunder
or (2) sold in reliance on an exemption therefrom; and (b) except as specifically set forth in the Registration and Stockholder
Rights Agreement, neither the Company nor any other person is under any obligation to register the Securities under the Securities Act
or any state securities laws or to comply with the terms and conditions of any exemption thereunder. In this regard, the Purchaser understands
that the SEC has taken the position that promoters or affiliates of a blank check company and their transferees, both before and after
an initial Business Combination, are deemed to be “underwriters” under the Securities Act when reselling the
securities of a blank check company. Based on that position, Rule 144 adopted pursuant to the Securities Act would not be available
for resale transactions of the Securities despite technical compliance with the requirements of such Rule, and the Securities can be resold
only through a registered offering or in reliance upon another exemption from the registration requirements of the Securities Act.



 






    


     


    

 


		(viii)	The Purchaser has such knowledge and experience in financial and business matters, knowledge of the high degree of risk associated
with investments in the securities of companies in the development stage such as the Company, is capable of evaluating the merits and
risks of an investment in the Securities and is able to bear the economic risk of an investment in the Securities in the amount contemplated
hereunder for an indefinite period of time. The Purchaser has adequate means of providing for its current financial needs and contingencies
and will have no current or anticipated future needs for liquidity which would be jeopardized by the investment in the Securities. The
Purchaser can afford a complete loss of its investments in the Securities.



 


		(ix)	The Purchaser understands that the Private Placement Warrants shall bear the legend substantially in the form set forth in the Warrant
Agreement.



 


Section 4.
Conditions of the Purchaser’s Obligations. The obligations of the Purchaser to purchase and pay for the Private
Placement Warrants are subject to the fulfillment, on or before the IPO Closing Date, of each of the following conditions:


 


A.            Representations
and Warranties. The representations and warranties of the Company contained in Section 2 shall be true and correct at and as
of the IPO Closing Date as though then made.


 


B.            Performance.
The Company shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required
to be performed or complied with by it on or before the IPO Closing Date.


 


C.            No
Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered,
promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having
authority over the matters contemplated hereby, which prohibits the consummation of any of the transactions contemplated by this Agreement
or the Warrant Agreement.


 


D.            Warrant
Agreement and Registration and Stockholder Rights Agreement. The Company shall have entered into the Warrant Agreement, in the form
of Exhibit A hereto, and the Registration and Stockholder Rights Agreement, in the form of Exhibit B hereto, in each case on
terms satisfactory to the Purchaser.


 


Section 5.
Conditions of the Company’s Obligations. The obligations of the Company to the Purchaser under this Agreement are
subject to the fulfillment, on or before the IPO Closing Date, of each of the following conditions:


 






    


     


    

 


A.            Representations
and Warranties. The representations and warranties of the Purchaser contained in Section 3 shall be true and correct at and as
of the IPO Closing Date as though then made.


 


B.            Performance.
The Purchaser shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required
to be performed or complied with by the Purchaser on or before the IPO Closing Date.


 


C.            Corporate
Consents. The Company shall have obtained the consent of its Board of Directors authorizing the execution, delivery and performance
of this Agreement and the Warrant Agreement and the issuance and sale of the Private Placement Warrants hereunder.


 


D.            No
Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered,
promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having
authority over the matters contemplated hereby, which prohibits the consummation of any of the transactions contemplated by this Agreement
or the Warrant Agreement.


 


E.            Warrant
Agreement. The Company shall have entered into the Warrant Agreement.


 


Section 6. Miscellaneous.


 


A.            Successors
and Assigns. Except as otherwise expressly provided herein, all covenants and agreements contained in this Agreement by or on behalf
of any of the parties hereto shall bind and inure to the benefit of the respective successors of the parties hereto whether so expressed
or not. Notwithstanding the foregoing or anything to the contrary herein, the parties may not assign this Agreement, other than assignments
by the Purchaser to affiliates thereof (including, without limitation one or more of its members).


 


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


 


C.            Counterparts.
This Agreement may be executed simultaneously in two or more counterparts, none of which need contain the signatures of more than one
party, but all such counterparts taken together shall constitute one and the same agreement. Signatures to this Agreement transmitted
via facsimile or e-mail shall be valid and effective to bind the party so signing.


 


D.            Descriptive
Headings; Interpretation. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a substantive
part of this Agreement. The use of the word “including” in this Agreement shall be by way of example rather than by limitation.


 






    


     


    

 


E.            Governing
Law. This Agreement shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed
in accordance with the internal laws of the State of New York, without giving effect to conflicts of law principles that would result
in the application of the laws of another jurisdiction.


 


F.            Amendments.
This Agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed by the parties
hereto.


 


[Signature page follows]


 






    


     


    

 


IN WITNESS WHEREOF, the parties hereto have executed
this Agreement.


 


	 	COMPANY:
	 	 
	 	COLOMBIER ACQUISITION CORP.
	 	 
	 	By:	/s/
Omeed Malik
	 	Name:	Omeed Malik
	 	Title:	Chief Executive Officer
	 	 
	 	PURCHASER:
	 	 
	 	COLOMBIER SPONSOR LLC
	 	 
	 	By:	/s/ Omeed Malik
	 	Name:	Omeed Malik
	 	Title:	Manager


 


[Signature Page to Private Placement Warrants
Purchase Agreement]


 






    


     


    

 


EXHIBIT A





Warrant Agreement


 


[attached]


 






    


     


    

 


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;


 


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.


 






    


     


    

 


2.4            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


 






    


     


    

 


(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;


 






    


     


    

 


(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.


 






    


     


    

 


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.


 






    


     


    

 


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).


 


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.


 






    


    


    

 


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.


 






    


    


    

 


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.


 






    


    


    

 


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.


 


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.


 


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.


 






    


    


    

 


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.


 


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.


 






    


    


    

 


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


 



    


    


    




 


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]


 



    


    


    




 


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


 


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.


 


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]


 



    


    


    




 


[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.


 






    


    


    

 


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).


 






    


    


    

 


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.


 



    


    


    




 


EXHIBIT B


Registration and Stockholder Rights Agreement


 





 






     


     


    

 


 


REGISTRATION RIGHTS AGREEMENT


 


THIS REGISTRATION RIGHTS
AGREEMENT (this “Agreement”), dated as of June 8, 2021, is made and entered into by and among Colombier Acquisition
Corp., a Delaware corporation (the “Company”), Colombier Sponsor LLC, a Delaware limited liability company (the “Sponsor”),
and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any
person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder”
and collectively the “Holders”).


 


RECITALS


 


WHEREAS, the Company
and the Sponsor have entered into that certain Securities Subscription Agreement, dated as of February 15, 2021 pursuant to which the
Sponsor purchased an aggregate of 4,312,500 shares after giving effect to stock-splits occurring on or prior to the date hereof (the “Founder
Shares”) of the Company’s Class B common stock, par value $0.0001 per share (the “Class B Common Stock”)
(up to 562,500 of which are subject to forfeiture depending on the extent to which the underwriter’s over-allotment option is exercised);


 


WHEREAS, the Founder
Shares are convertible into shares of the Company’s Class A common stock, par value $0.0001 per share (the “Common
Stock”), on the terms and conditions provided in the Company’s amended and restated certificate of incorporation;


 


WHEREAS, on June 8, 2021,
the Company and the Sponsor entered into that certain Private Placement Warrants Purchase Agreement, pursuant to which the Sponsor agreed
to purchase an aggregate of 5,250,000 warrants (or up to 5,700,000 warrants if the over-allotment option in connection with the Company’s
initial public offering is exercised in full) (the “Private Placement Warrants”), in a private placement occurring
simultaneously with the closing of the Company’s initial public offering; and


 


WHEREAS, the Company
and the Holders desire to enter into this Agreement, pursuant to which the Company shall grant the Holders certain registration rights
with respect to certain securities of the Company, as set forth in this Agreement.


 


NOW, THEREFORE,
in consideration of the representations, covenants and agreements contained herein, and certain other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:


 


ARTICLE I

DEFINITIONS


 


1.1            Definitions.
The terms defined in this Article I shall, for all purposes of this Agreement, have the respective meanings set
forth below:


 


“Adverse Disclosure” shall
mean any public disclosure of material non-public information, which disclosure, in the good faith judgment of the Chief Executive Officer
or principal financial officer of the Company, after consultation with counsel to the Company, (i) would be required to be made in
any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not to contain any untrue statement
of a material fact or omit to state a material fact necessary to make the statements contained therein (in the case of any prospectus
and any preliminary prospectus, in the light of the circumstances under which they were made) not misleading, (ii) would not be required
to be made at such time if the Registration Statement were not being filed, and (iii) the Company has a bona fide business purpose
for not making such information public.


 


“Agreement” shall
have the meaning given in the Preamble.


 


“Board” shall
mean the Board of Directors of the Company.


 






     


     


    

 


“Business Combination” shall
mean any merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with
one or more businesses, involving the Company.


 


“Business Day” means
any day, other than a Saturday or a Sunday, that is neither a legal holiday nor a day on which banking institutions are generally authorized
or required by law or regulation to close in the City of New York, New York.


 


“Class B Common
Stock” shall have the meaning given in the Recitals hereto.


 


“Commission” shall
mean the Securities and Exchange Commission.


 


“Common Stock” shall
have the meaning given in the Recitals hereto.


 


“Company” shall
have the meaning given in the Preamble.


 


“Demand Registration” shall
have the meaning given in subsection 2.1.1.


 


“Demanding Holder” shall
have the meaning given in subsection 2.1.1.


 


“Exchange Act” shall
mean the Securities Exchange Act of 1934, as it may be amended from time to time.


 


“Form S-1” shall
have the meaning given in subsection 2.1.1.


 


“Form S-3” shall
have the meaning given in subsection 2.3.


 


“Founder Shares” shall
have the meaning given in the Recitals hereto and shall be deemed to include the shares of Common Stock issuable upon conversion thereof.


 


“Founder Shares Lock-up
Period” shall mean, with respect to the Founder Shares, the period ending on the earlier of (A) one year after the
completion of the Company’s initial Business Combination or (B) subsequent to the Business Combination, (x) if the closing
price of the Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations
and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial
Business Combination or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization
or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Common
Stock for cash, securities or other property.


 


“Holders” shall
have the meaning given in the Preamble.


 


“Insider Letters” shall
mean those certain letter agreements, dated as of June 8, 2021, by and among the Company, the Sponsor and each of the Company’s
directors and members of its management team.


 


“Maximum Number of
Securities” shall have the meaning given in subsection 2.1.4.


 


“Misstatement” shall
mean an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration Statement
or Prospectus, or necessary to make the statements in a Registration Statement or Prospectus (in the case of a Prospectus, in the light
of the circumstances under which they were made) not misleading.


 


“Permitted Transferees” shall
mean any person or entity to whom a Holder of Registrable Securities is permitted to transfer such Registrable Securities prior to the
expiration of the Founder Shares Lock-up Period or Private Placement Lock-up Period, as the case may be, and pursuant to the Insider Letter
and any other applicable agreement between such Holder and the Company, in each case for so long as such agreements remain in effect,
and to any transferee thereafter.


 


“Piggyback Registration” shall
have the meaning given in subsection 2.2.1.


 






     


     


    

 


“Private Placement
Lock-up Period” shall mean, with respect to Private Placement Warrants that are held by the initial purchasers of such
Private Placement Warrants or their Permitted Transferees, the Private Placement Warrants and any shares of Common Stock issued or issuable
upon the exercise or conversion of the Private Placement Warrants and that are held by the initial purchasers of the Private Placement
Warrants or their Permitted Transferees, the period ending 30 days after the completion of the Company’s initial Business Combination.


 


“Private Placement
Warrants” shall have the meaning given in the Recitals hereto.


 


“Prospectus” shall
mean the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended by any
and all post-effective amendments and including all material incorporated by reference in such prospectus.


 


“Registrable Security” shall
mean (a) the shares of Common Stock issued or issuable upon the conversion of any Founder Shares, (b) the Private Placement
Warrants (including any shares of Common Stock issued or issuable upon the exercise of any such Private Placement Warrants), (c) any
outstanding share of Common Stock or any other equity security (including, without limitation, the shares of Common Stock issued or issuable
upon the exercise of any other equity security, units comprising shares of Common Stock and warrants, and warrants) of the Company held
by a Holder from time to time, and (d) any other equity security of the Company issued or issuable with respect to any such share
of Common Stock by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation
or reorganization; provided, however, that, as to any particular Registrable Security, such securities shall cease
to be Registrable Securities when: (A) a Registration Statement with respect to the sale of such securities shall have become effective
under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration
Statement; (B) such securities shall have been otherwise transferred, new certificates for such securities not bearing a legend restricting
further transfer shall have been delivered by the Company and subsequent public distribution of such securities shall not require registration
under the Securities Act; (C) such securities shall have ceased to be outstanding; (D) such securities have been sold without
registration pursuant to Rule 144 promulgated under the Securities Act (or any successor rule promulgated by the Commission);
or (E) such securities have been sold to, or through, a broker, dealer or underwriter in a public distribution or other public securities
transaction.


 


“Registration” shall
mean a registration effected by preparing and filing a registration statement or similar document in compliance with the requirements
of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such registration statement becoming
effective.


 


“Registration Expenses” shall
mean the out-of-pocket expenses of a Registration, including, without limitation, the following:


 


(A)            all
registration and filing fees (including fees with respect to filings required to be made with the Financial Industry Regulatory Authority, Inc.)
and any securities exchange on which the Common Stock is then listed;


 


(B)            fees
and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of counsel for the Underwriters
in connection with blue sky qualifications of Registrable Securities);


 


(C)            printing,
messenger, telephone and delivery expenses;


  


(D)            reasonable
fees and disbursements of counsel for the Company;


 


(E)            reasonable
fees and disbursements of all independent registered public accountants of the Company incurred specifically in connection with such Registration;
and


 


(F)            reasonable
fees and expenses of one (1) legal counsel selected by the majority-in-interest of the Demanding Holders initiating a Demand Registration
to be registered for offer and sale in the applicable Registration.


 



     


     


    

 


“Registration Statement” shall
mean any registration statement that covers the Registrable Securities pursuant to the provisions of this Agreement, including the Prospectus
included in such registration statement, amendments (including post-effective amendments) and supplements to such registration statement,
and all exhibits to and all material incorporated by reference in such registration statement.


 


“Requesting Holder” shall
have the meaning given in subsection 2.1.1.


 


“Securities Act” shall
mean the Securities Act of 1933, as amended from time to time.


 


“Sponsor” shall
have the meaning given in the Preamble hereto.


 


“Underwriter” shall
mean a securities dealer who purchases any Registrable Securities as principal in an Underwritten Offering and not as part of such dealer’s
market-making activities.


 


“Underwritten Registration” or
“Underwritten Offering” shall mean a Registration in which securities of the Company are sold to an Underwriter in
a firm commitment underwriting for distribution to the public.


 


ARTICLE II

REGISTRATIONS


 


2.1            Demand
Registration.


 


2.1.1            Request
for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at
any time and from time to time on or after the date the Company consummates the Business Combination, the Holders of at least 20% in interest
of the then-outstanding number of Registrable Securities (the “Demanding Holders”) may make a written demand for Registration
of all or part of their Registrable Securities, which written demand shall describe the amount and type of securities to be included in
such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”).
The Company shall, within three (3) Business Days of the Company’s receipt of the Demand Registration, notify, in writing,
all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include
all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that
includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”)
shall so notify the Company, in writing, within five (5) Business Days after the receipt by the Holder of the notice from the Company.
Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, such Requesting Holder(s) shall
be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall effect,
as soon thereafter as practicable, but not more than forty five (45) days immediately after the Company’s receipt of the Demand
Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such
Demand Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate of four (4) Registrations
pursuant to a Demand Registration under this subsection 2.1.1 with respect to any or all Registrable Securities; provided, however,
that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that
may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested
by the Requesting Holders to be registered on behalf of the Requesting Holders in such Form S-1 Registration have been sold, in accordance
with Section 3.1 of this Agreement.


 


2.1.2            Effective
Registration. Notwithstanding the provisions of subsection 2.1.1 above or any other part of this Agreement, a Registration
pursuant to a Demand Registration shall not count as a Registration unless and until (i) the Registration Statement filed with the
Commission with respect to a Registration pursuant to a Demand Registration has been declared effective by the Commission and (ii) the
Company has complied with all of its obligations under this Agreement with respect thereto; provided, further,
that if, after such Registration Statement has been declared effective, an offering of Registrable Securities in a Registration pursuant
to a Demand Registration is subsequently interfered with by any stop order or injunction of the Commission, federal or state court or
any other governmental agency the Registration Statement with respect to such Registration shall be deemed not to have been declared effective,
unless and until, (i) such stop order or injunction is removed, rescinded or otherwise terminated, and (ii) a majority-in-interest
of the Demanding Holders initiating such Demand Registration thereafter affirmatively elect to continue with such Registration and accordingly
notify the Company in writing, but in no event later than five (5) days, of such election; provided, further,
that the Company shall not be obligated or required to file another Registration Statement until the Registration Statement that has been
previously filed with respect to a Registration pursuant to a Demand Registration becomes effective or is subsequently terminated.


 






     


     


    

 


 


2.1.3            Underwritten
Offering. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, if a majority-in-interest
of the Demanding Holders so advise the Company as part of their Demand Registration that the offering of the Registrable Securities pursuant
to such Demand Registration shall be in the form of an Underwritten Offering, then the right of such Demanding Holder or Requesting Holder
(if any) to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such
Underwritten Offering and the inclusion of such Holder’s Registrable Securities in such Underwritten Offering to the extent provided
herein. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection
2.1.3 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten
Offering by the majority-in-interest of the Demanding Holders initiating the Demand Registration.


 


2.1.4            Reduction
of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Demand Registration,
in good faith, advises the Company, the Demanding Holders and the Requesting Holders (if any) in writing that the dollar amount or number
of Registrable Securities that the Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all other
Common Stock or other equity securities that the Company desires to sell and the Common Stock, if any, as to which a Registration has
been requested pursuant to separate written contractual piggy-back registration rights held by any other stockholders who desire to sell,
exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the Underwritten Offering without adversely
affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum
dollar amount or maximum number of such securities, as applicable, the “Maximum Number of Securities”), then the Company
shall include in such Underwritten Offering, as follows: (i) first, the Registrable Securities of the Demanding Holders and the Requesting
Holders (if any) (pro rata based on the respective number of Registrable Securities that each Demanding Holder and Requesting
Holder (if any) holds prior to such Underwritten Registration) that can be sold without exceeding the Maximum Number of Securities; (ii) second,
to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), Common Stock or other equity
securities for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual
arrangements with such persons or entities and that can be sold without exceeding the Maximum Number of Securities; and (iii) third,
to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), Common Stock or
other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities.


 


2.1.5            Demand
Registration Withdrawal. A majority-in-interest of the Demanding Holders initiating a Demand Registration or a majority-in-interest
of the Requesting Holders (if any), pursuant to a Registration under subsection 2.1.1 shall have the right to withdraw
from a Registration pursuant to such Demand Registration for any or no reason whatsoever upon written notification to the Company and
the Underwriter or Underwriters (if any) of their intention to withdraw from such Registration prior to the effectiveness of the Registration
Statement filed with the Commission with respect to the Registration of their Registrable Securities pursuant to such Demand Registration.
Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in
connection with a Registration pursuant to a Demand Registration prior to its withdrawal under this subsection 2.1.5.


 






     


     


    

 


2.2            Piggyback
Registration.


 


2.2.1            Piggyback
Rights. If, at any time on or after the date the Company consummates a Business Combination, the Company proposes to file a Registration
Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or
exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of the Company (or by
the Company and by the stockholders of the Company including, without limitation, pursuant to Section 2.1 hereof),
other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an
exchange offer or offering of securities solely to the Company’s existing stockholders, (iii) for an offering of debt that
is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, then the Company shall give written
notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but not less than three (3) Business
Days before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities
to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters,
if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of such
number of Registrable Securities as such Holders may request in writing within five (5) Business Days after receipt of such written
notice (such Registration a “Piggyback Registration”). The Company shall, in good faith, cause such Registrable Securities
to be included in such Piggyback Registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed
Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.2.1 to
be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company included in such Registration
and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution
thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection
2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten
Offering by the Company.


 


2.2.2            Reduction
of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Registration that is to be a Piggyback Registration,
in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that
the dollar amount or number of shares of Common Stock that the Company desires to sell, taken together with (i) the shares of Common
Stock, if any, as to which Registration has been demanded pursuant to separate written contractual arrangements with persons or entities
other than the Holders of Registrable Securities hereunder, (ii) the Registrable Securities as to which registration has been requested
pursuant to Section 2.2 hereof, and (iii) the shares of Common Stock, if any, as to which Registration has
been requested pursuant to separate written contractual piggy-back registration rights of other stockholders of the Company, exceeds the
Maximum Number of Securities, then:


 


		(a)	If the Registration is undertaken for the Company’s account, the Company shall include in any such
Registration (A) first, Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding
the Maximum Number of Securities; and (B) second, to the extent that the Maximum Number of Securities has not been reached under
the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant
to subsection 2.2.1 hereof and Common Stock, if any, as to which Registration has been requested pursuant to written
contractual piggy-back registration rights of other stockholders of the Company (pro rata based on the respective number of
Registrable Securities that each stockholder holds prior to such Underwritten Registration), which can be sold without exceeding the Maximum
Number of Securities;



 


		(b)	If the Registration is pursuant to a request by persons or entities other than the Holders of Registrable
Securities, then the Company shall include in any such Registration (A) first, Common Stock or other equity securities, if any, of
such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum
Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause
(A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection
2.2.1 and Common Stock or other equity securities for the account of other persons or entities that the Company is obligated
to register pursuant to separate written contractual arrangements with such persons or entities (pro rata based on the respective
number of Registrable Securities that each stockholder holds prior to such Underwritten Registration), which can be sold without exceeding
the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the
foregoing clauses (A) and (B), Common Stock or other equity securities that the Company desires to sell, which can be sold without
exceeding the Maximum Number of Securities.



 






     


     


    

 


2.2.3            Piggyback
Registration Withdrawal. Any Holder of Registrable Securities shall have the right to withdraw from a Piggyback Registration for any
or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of his, her or its intention
to withdraw from such Piggyback Registration prior to the effectiveness of the Registration Statement filed with the Commission with respect
to such Piggyback Registration. The Company (whether on its own good faith determination or as the result of a request for withdrawal
by persons pursuant to separate written contractual obligations) may withdraw a Registration Statement filed with the Commission in connection
with a Piggyback Registration at any time prior to the effectiveness of such Registration Statement. Notwithstanding anything to the contrary
in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with the Piggyback Registration
prior to its withdrawal under this subsection 2.2.3.


 


2.2.4            Unlimited
Piggyback Registration Rights. For purposes of clarity, any Registration effected pursuant to Section 2.2 hereof
shall not be counted as a Registration pursuant to a Demand Registration effected under Section 2.1 hereof.


 


2.3            Registrations
on Form S-3. The Holders of Registrable Securities may at any time, and from time to time, request in writing that the Company,
pursuant to Rule 415 under the Securities Act (or any successor rule promulgated thereafter by the Commission if so requested),
register the resale of any or all of their Registrable Securities on Form S-3 or any similar short form registration statement that
may be available at such time (“Form S-3”). Within three (3) Business Days of the Company’s receipt
of a written request from a Holder or Holders of Registrable Securities for a Registration on Form S-3, the Company shall promptly
give written notice of the proposed Registration on Form S-3 to all other Holders of Registrable Securities, and each Holder of Registrable
Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in such Registration on Form S-3
shall so notify the Company, in writing, within ten (10) days after the receipt by the Holder of the notice from the Company. As
soon as practicable thereafter, but not more than twelve (12) days after the Company’s initial receipt of such written request for
a Registration on Form S-3, the Company shall register all or such portion of such Holder’s Registrable Securities as are specified
in such written request, together with all or such portion of Registrable Securities of any other Holder or Holders joining in such request
as are specified in the written notification given by such Holder or Holders; provided, however, that the Company
shall not be obligated to effect any such Registration pursuant to Section 2.3 hereof if (i) a Form S-3
is not available for such offering; or (ii) the Holders of Registrable Securities, together with the Holders of any other equity
securities of the Company entitled to inclusion in such Registration, propose to sell the Registrable Securities and such other equity
securities (if any) at any aggregate price to the public of less than $25,000,000. Any request for an underwritten offering pursuant to
a Form S-3 shall follow the procedures of Section 2.1 (including Section 2.1.4) but shall
not count against the number of long form Demand Registrations that may be made pursuant to Section 2.1.1.


 


2.4            Restrictions
on Registration Rights. If (A) during the period starting with the date sixty (60) days prior to the Company’s good faith
estimate of the date of the filing of, and ending on a date one hundred and twenty (120) days after the effective date of, a Company initiated
Registration and provided that the Company has delivered written notice to the Holders prior to receipt of a Demand Registration
pursuant to subsection 2.1.1 and it continues to actively employ, in good faith, all reasonable efforts to cause the
applicable Registration Statement to become effective; (B) the Holders have requested an Underwritten Registration and the Company
and the Holders are unable to obtain the commitment of underwriters to firmly underwrite the offer; or (C) in the good faith judgment
of the Board such Registration would be seriously detrimental to the Company and the Board concludes as a result that it is essential
to defer the filing of such Registration Statement at such time, then in each case the Company shall furnish to such Holders a certificate
signed by the Chairman of the Board stating that in the good faith judgment of the Board it would be seriously detrimental to the Company
for such Registration Statement to be filed in the near future and that it is therefore essential to defer the filing of such Registration
Statement. In such event, the Company shall have the right to defer such filing for a period of not more than thirty (30) days; provided, however,
that the Company shall not defer its obligation in this manner more than once in any 12-month period. Notwithstanding anything to the
contrary contained in this Agreement, no Registration shall be effected or permitted and no Registration Statement shall become effective,
with respect to any Registrable Securities held by any Holder, until after the expiration of the Founder Shares Lock-Up Period or the
Private Placement Lock-Up Period, as the case may be.


 






     


     


    

 


ARTICLE III

COMPANY PROCEDURES


 


3.1            General
Procedures. If at any time on or after the date the Company consummates a Business Combination the Company is required to effect the
Registration of Registrable Securities, the Company shall use its best efforts to effect such Registration to permit the sale of such
Registrable Securities in accordance with the intended plan of distribution thereof, and pursuant thereto the Company shall, as expeditiously
as possible:


 


3.1.1            prepare
and file with the Commission as soon as practicable a Registration Statement with respect to such Registrable Securities and use its reasonable
best efforts to cause such Registration Statement to become effective and remain effective until all Registrable Securities covered by
such Registration Statement have been sold;


 


3.1.2            prepare
and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements to the
Prospectus, as may be requested by the Holders or any Underwriter of Registrable Securities or as may be required by the rules, regulations
or instructions applicable to the registration form used by the Company or by the Securities Act or rules and regulations thereunder
to keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance
with the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus;


 


3.1.3            prior
to filing a Registration Statement or prospectus, or any amendment or supplement thereto, furnish without charge to the Underwriters,
if any, and the Holders of Registrable Securities included in such Registration, and such Holders’ legal counsel, copies of such
Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all
exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration Statement (including each
preliminary Prospectus), and such other documents as the Underwriters and the Holders of Registrable Securities included in such Registration
or the legal counsel for any such Holders may request in order to facilitate the disposition of the Registrable Securities owned by such
Holders;


 


3.1.4            prior
to any public offering of Registrable Securities, use its best efforts to (i) register or qualify the Registrable Securities covered
by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States as the Holders
of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may request and (ii) take
such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by
such other governmental authorities as may be necessary by virtue of the business and operations of the Company and do any and all other
acts and things that may be necessary or advisable to enable the Holders of Registrable Securities included in such Registration Statement
to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the
Company shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify
or take any action to which it would be subject to general service of process or taxation in any such jurisdiction where it is not then
otherwise so subject;


 


3.1.5            cause
all such Registrable Securities to be listed on each securities exchange or automated quotation system on which similar securities issued
by the Company are then listed;


 


3.1.6            provide
a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities no later than the effective date of
such Registration Statement;


 


3.1.7            advise
each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any
stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding
for such purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if
such stop order should be issued;


 






     


     


    

 


3.1.8            at
least five (5) days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such Registration
Statement or Prospectus or any document that is to be incorporated by reference into such Registration Statement or Prospectus, furnish
a copy thereof to each seller of such Registrable Securities or its counsel;


 


3.1.9            notify
the Holders at any time when a Prospectus relating to such Registration Statement is required to be delivered under the Securities Act,
of the happening of any event as a result of which the Prospectus included in such Registration Statement, as then in effect, includes
a Misstatement, and then to correct such Misstatement as set forth in Section 3.4 hereof;


 


3.1.10            permit
a representative of the Holders, the Underwriters, if any, and any attorney or accountant retained by such Holders or Underwriter to participate,
at each such person’s own expense, in the preparation of the Registration Statement, and cause the Company’s officers, directors
and employees to supply all information reasonably requested by any such representative, Underwriter, attorney or accountant in connection
with the Registration; provided, however, that such representatives or Underwriters enter into a confidentiality
agreement, in form and substance reasonably satisfactory to the Company, prior to the release or disclosure of any such information;


 


3.1.11            obtain
a “cold comfort” letter from the Company’s independent registered public accountants in the event of an Underwritten
Registration, in customary form and covering such matters of the type customarily covered by “cold comfort” letters as the
managing Underwriter may reasonably request, and reasonably satisfactory to a majority-in-interest of the participating Holders;


 


3.1.12            on
the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinion, dated such date, of counsel
representing the Company for the purposes of such Registration, addressed to the Holders, the placement agent or sales agent, if any,
and the Underwriters, if any, covering such legal matters with respect to the Registration in respect of which such opinion is being given
as the Holders, placement agent, sales agent, or Underwriter may reasonably request and as are customarily included in such opinions and
negative assurance letters, and reasonably satisfactory to a majority in interest of the participating Holders;


 


3.1.13            in
the event of any Underwritten Offering, enter into and perform its obligations under an underwriting agreement, in usual and customary
form, with the managing Underwriter of such offering;


 


3.1.14            make
available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12)
months beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration Statement
which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any successor
rule promulgated thereafter by the Commission);


 


3.1.15            if
the Registration involves the Registration of Registrable Securities involving gross proceeds in excess of $25,000,000, use its reasonable
efforts to make available senior executives of the Company to participate in customary “road show” presentations that may
be reasonably requested by the Underwriter in any Underwritten Offering; and


 


3.1.16            otherwise,
in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the Holders, in connection
with such Registration, including, without limitation, making available senior executives of the Company to participate in any due diligence
sessions that may be reasonably requested by the Underwriter in any Underwritten Offering.


 


3.2            Registration
Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the
Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions
and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration Expenses,”
all reasonable fees and expenses of any legal counsel representing the Holders.


 






     


     


    

 


3.3            Requirements
for Participation in Underwritten Offerings. No person may participate in any Underwritten Offering for equity securities of the Company
pursuant to a Registration initiated by the Company hereunder unless such person (i) agrees to sell such person’s securities
on the basis provided in any underwriting arrangements approved by the Company and (ii) completes and executes all customary questionnaires,
powers of attorney, indemnities, lock-up agreements, underwriting agreements and other customary documents as may be reasonably required
under the terms of such underwriting arrangements.


 


3.4            Suspension
of Sales; Adverse Disclosure. Upon receipt of written notice from the Company that a Registration Statement or Prospectus contains
a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Securities until he, she or it has received
copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood that the Company hereby covenants to prepare
and file such supplement or amendment as soon as practicable after the time of such notice), or until he, she or it is advised in writing
by the Company that the use of the Prospectus may be resumed. If the filing, initial effectiveness or continued use of a Registration
Statement in respect of any Registration at any time would require the Company to make an Adverse Disclosure or would require the inclusion
in such Registration Statement of financial statements that are unavailable to the Company for reasons beyond the Company’s control,
the Company may, upon giving prompt written notice of such action to the Holders, delay the filing or initial effectiveness of, or suspend
use of, such Registration Statement for the shortest period of time, but in no event more than thirty (30) days, determined in good faith
by the Company to be necessary for such purpose. In the event the Company exercises its rights under the preceding sentence, the Holders
agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to any Registration
in connection with any sale or offer to sell Registrable Securities. The Company shall immediately notify the Holders of the expiration
of any period during which it exercised its rights under this Section 3.4.


 


3.5            Reporting
Obligations. As long as any Holder shall own Registrable Securities, the Company, at all times while it shall be a reporting company
under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace period)
all reports required to be filed by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange Act
and to promptly furnish the Holders with true and complete copies of all such filings. The Company further covenants that it shall take
such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell shares
of Common Stock held by such Holder without registration under the Securities Act within the limitation of the exemptions provided by
Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission), including providing
any legal opinions. Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized
officer as to whether it has complied with such requirements.


 


ARTICLE IV

INDEMNIFICATION AND CONTRIBUTION


 


4.1            Indemnification.


 


4.1.1            The
Company agrees to indemnify, to the extent permitted by law, each Holder of Registrable Securities, its officers and directors and each
person who controls such Holder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and expenses
(including attorneys’ fees) caused by any untrue or alleged untrue statement of material fact contained in any Registration Statement,
Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material
fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are caused by
or contained in any information furnished in writing to the Company by such Holder expressly for use therein. The Company shall indemnify
the Underwriters, their officers and directors and each person who controls such Underwriters (within the meaning of the Securities Act)
to the same extent as provided in the foregoing with respect to the indemnification of the Holder.


 






     


     


    

 


4.1.2            In
connection with any Registration Statement in which a Holder of Registrable Securities is participating, such Holder shall furnish to
the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such Registration
Statement or Prospectus and, to the extent permitted by law, shall indemnify the Company, its directors and officers and agents and each
person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses
(including without limitation reasonable attorneys’ fees) resulting from any untrue statement of material fact contained in the
Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission of a material
fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue
statement or omission of a material fact is contained in any information or affidavit so furnished in writing by such Holder expressly
for use therein; provided, however, that the obligation to indemnify shall be several, not joint and several,
among such Holders of Registrable Securities, and the liability of each such Holder of Registrable Securities shall be in proportion to
and limited to the net proceeds received by such Holder from the sale of Registrable Securities pursuant to such Registration Statement.
The Holders of Registrable Securities shall indemnify the Underwriters, their officers, directors and each person who controls such Underwriters
(within the meaning of the Securities Act) to the same extent as provided in the foregoing with respect to indemnification of the Company.


 


4.1.3            Any
person entitled to indemnification herein shall (i) give prompt written notice to the indemnifying party of any claim with respect
to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s right
to indemnification hereunder to the extent such failure has not materially prejudiced the indemnifying party) and (ii) unless in
such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist
with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to
the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made
by the indemnified party without its consent (but such consent shall not be unreasonably withheld). An indemnifying party who is not entitled
to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all
parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party
a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim.
No indemnifying party shall, without the consent of the indemnified party, consent to the entry of any judgment or enter into any settlement
which cannot be settled in all respects by the payment of money (and such money is so paid by the indemnifying party pursuant to the terms
of such settlement) or which settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff to such
indemnified party of a release from all liability in respect to such claim or litigation.


 


4.1.4            The
indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on
behalf of the indemnified party or any officer, director or controlling person of such indemnified party and shall survive the transfer
of securities. The Company and each Holder of Registrable Securities participating in an offering also agrees to make such provisions
as are reasonably requested by any indemnified party for contribution to such party in the event the Company’s or such Holder’s
indemnification is unavailable for any reason.


 


4.1.5            If
the indemnification provided under Section 4.1 hereof from the indemnifying party is unavailable or insufficient
to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities and expenses referred to herein, then the
indemnifying party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party
as a result of such losses, claims, damages, liabilities and expenses in such proportion as is appropriate to reflect the relative fault
of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The relative fault of the
indemnifying party and indemnified party shall be determined by reference to, among other things, whether any action in question, including
any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, was made by, or relates
to information supplied by, such indemnifying party or indemnified party, and the indemnifying party’s and indemnified party’s
relative intent, knowledge, access to information and opportunity to correct or prevent such action; provided, however,
that the liability of any Holder under this subsection 4.1.5 shall be limited to the amount of the net proceeds received
by such Holder in such offering giving rise to such liability. The amount paid or payable by a party as a result of the losses or other
liabilities referred to above shall be deemed to include, subject to the limitations set forth in subsections 4.1.1, 4.1.2 and 4.1.3 above,
any legal or other fees, charges or expenses reasonably incurred by such party in connection with any investigation or proceeding. The
parties hereto agree that it would not be just and equitable if contribution pursuant to this subsection 4.1.5 were determined
by pro rata allocation or by any other method of allocation, which does not take account of the equitable considerations
referred to in this subsection 4.1.5. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution pursuant to this subsection 4.1.5 from any person who was not guilty
of such fraudulent misrepresentation.


 






     


     


    

  


ARTICLE V

MISCELLANEOUS


 


5.1            Notices.
Any notice or communication under this Agreement must be in writing and given by (i) deposit in the United States mail, addressed
to the party to be notified, postage prepaid and registered or certified with return receipt requested, (ii) delivery in person or
by courier service providing evidence of delivery, or (iii) transmission by hand delivery, electronic mail, telecopy, telegram or
facsimile. Each notice or communication that is mailed, delivered, or transmitted in the manner described above shall be deemed sufficiently
given, served, sent, and received, in the case of mailed notices, on the third business day following the date on which it is mailed and,
in the case of notices delivered by courier service, hand delivery, electronic mail, telecopy, telegram or facsimile, at such time as
it is delivered to the addressee (with the delivery receipt or the affidavit of messenger) or at such time as delivery is refused by the
addressee upon presentation. Any notice or communication under this Agreement must be addressed, if to the Company, to: 214 Brazilian
Avenue, Suite 200-A, Palm Beach, FL 33480, Attention: Omeed Malik, and, if to any Holder, at such Holder’s address or facsimile
number as set forth in the Company’s books and records. Any party may change its address for notice at any time and from time to
time by written notice to the other parties hereto, and such change of address shall become effective thirty (30) days after delivery
of such notice as provided in this Section 5.1.


 


5.2            Assignment;
No Third Party Beneficiaries.


 


5.2.1            This
Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or
in part.


 


5.2.2            A
Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, to a Permitted
Transferee who agrees to become bound by the transfer restrictions set forth in this Agreement.


 


5.2.3            This
Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and
the permitted assigns of the Holders, which shall include Permitted Transferees.


 


5.2.4            This
Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this
Agreement and Section 5.2 hereof.


 


5.2.5            No
assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company
unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof
and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions
of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made
other than as provided in this Section 5.2 shall be null and void.


 


5.3            Counterparts.
This Agreement may be executed in multiple counterparts (including facsimile or PDF counterparts), each of which shall be deemed an original,
and all of which together shall constitute the same instrument, but only one of which need be produced.


 






     


     


    

 


5.4            Governing
Law; Venue. NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES EXPRESSLY
AGREE THAT THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK AS APPLIED TO AGREEMENTS AMONG NEW
YORK RESIDENTS ENTERED INTO AND TO BE PERFORMED ENTIRELY WITHIN NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS OF SUCH JURISDICTION
AND (II) THE VENUE FOR ANY ACTION TAKEN WITH RESPECT TO THE AGREEMENT SHALL BE ANY STATE OR FEDERAL COURT IN NEW YORK COUNTY IN THE
STATE OF NEW YORK.


 


EACH PARTY HERETO ACKNOWLEDGES
AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND,
THEREFORE, EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT
SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH
OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.


 


5.5            Amendments
and Modifications. Upon the written consent of the Company and the Holders of at least a majority in interest of the Registrable Securities
at the time in question, compliance with any of the provisions, covenants and conditions set forth in this Agreement may be waived, or
any of such provisions, covenants or conditions may be amended or modified; provided, however, that notwithstanding
the foregoing, any amendment hereto or waiver hereof that adversely affects one Holder, solely in his, her or its capacity as a holder
of the shares of capital stock of the Company, in a manner that is materially different from the other Holders (in such capacity) shall
require the consent of the Holder so affected. No course of dealing between any Holder or the Company and any other party hereto or any
failure or delay on the part of a Holder or the Company in exercising any rights or remedies under this Agreement shall operate as a waiver
of any rights or remedies of any Holder or the Company. No single or partial exercise of any rights or remedies under this Agreement by
a party shall operate as a waiver or preclude the exercise of any other rights or remedies hereunder or thereunder by such party.


 


5.6            Other
Registration Rights. The Company represents and warrants that no person, other than a Holder of Registrable Securities has any right
to require the Company to register any securities of the Company for sale or to include such securities of the Company in any Registration
filed by the Company for the sale of securities for its own account or for the account of any other person. Further, the Company represents
and warrants that this Agreement supersedes any other registration rights agreement or agreement with similar terms and conditions and
in the event of a conflict between any such agreement or agreements and this Agreement, the terms of this Agreement shall prevail.


 


5.7            Term.
This Agreement shall terminate upon the date as of which (A) all of the Registrable Securities have been sold pursuant to a Registration
Statement (but in no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174
thereunder (or any successor rule promulgated thereafter by the Commission)) or (B) the Holders of all Registrable Securities
are permitted to sell the Registrable Securities under Rule 144 (or any similar provision) under the Securities Act without limitation
on the amount of securities sold or the manner of sale. The provisions of Section 3.5 and Article IV shall
survive any termination.


 


[Signature pages follow]


 






     


     


    






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


 


	 	COMPANY:
	 	 
	 	Colombier Acquisition Corp., a Delaware corporation
	 	 
	 	By:	 /s/ Omeed Malik
	 	 	Name: Omeed Malik
	 	 	Title: Chief Executive Officer
	 	 
	 	HOLDERS:
	 	 
	 	Colombier Sponsor LLC
	 	 
	 	By:	 /s/ Omeed Malik 
	 	 	Name: Omeed Malik
	 	 	Title: Manager 


 


 


 


 


[Signature Page to Registration Rights Agreement]