Exhibit 10.6.2


 


WARRANTS
PURCHASE AGREEMENT


 


THIS WARRANTS PURCHASE AGREEMENT,
dated as of [●], 2021 (this “Agreement”), is entered into by and between Revelstone Capital Acquisition Corp.,
a Delaware corporation (the “Company”), and certain affiliates of Roth Capital Partners, LLC, as set forth in Schedule
I hereto (each, a “Purchasers” and together, the “Purchasers”).


 


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 the Company’s Class A common stock, par value $0.0001 per share (a “Share”), and one-half of
one redeemable warrant, each whole warrant exercisable for one Share at an exercise price of $11.50 per Share, as set forth in the Company’s
registration statement on Form S-1 related to the Public Offering (the “Registration Statement”); and


 


WHEREAS, the Purchasers now
wish to purchase an aggregate of 750,000 warrants (the “Warrants”), each Warrant entitling the holder thereof to purchase
one Share at an exercise price of $11.50 per Share.


 


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 Warrants.


 


A. Authorization
of the Warrants. The Company has duly authorized the issuance and sale of the Warrants to the Purchasers.


 


B. Purchase and Sale of the Warrants.


 


(i) On the date of
the consummation of the Public Offering or on such earlier date as may be mutually agreed upon by the Purchasers and the Company (the
“Initial Closing Date”), the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from
the Company, 750,000 Warrants at a price of $1.00 per Warrant for an aggregate purchase price of $750,000 (the “Purchase Price”),
which shall be paid by wire transfer of immediately available funds to the Company at least one business day prior to the Initial Closing
Date in accordance with the Company’s wiring instructions. On the Initial Closing Date, following the payment by the Purchasers
of the Purchase Price by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate
evidencing the Warrants purchased on such date duly registered in each of the Purchaser’s names to the Purchasers, or effect such
delivery in book-entry form.


 


C. Terms of the Warrants.


 


(i) The Warrants are substantially
identical to the warrants underlying the units to be offered in the Public Offering except that (a) the Warrants (including the underlying
Shares issuable upon exercise of the Warrants) will not, except in limited circumstances, be transferable or salable until 30 days after
the completion of the Company’s initial business combination (the “Business Combination”) so long as they are
held by the Purchasers or their permitted transferees, and (b) the Warrants are being purchased pursuant to an exemption from the registration
requirements of the Securities Act and will become freely tradable only after the expiration of the lockup described above in clause (a)
and they are registered pursuant to the Registration Rights Agreement (as defined below) or an exemption from registration is available,
and the restrictions described above in clause (a) have expired and (c) each Warrant shall have the terms set forth in a Warrant Agreement
to be entered into by the Company and a warrant agent in connection with the Public Offering (the “Warrant Agreement”).


 


(ii) On or prior to the Closing
Date, the Company and the Purchasers shall enter into a registration rights agreement (the “Registration Rights Agreement”)
pursuant to which the Company will grant certain registration rights to the Purchasers relating to, among other things, the Warrants and
the Shares underlying the Warrants.


 


(iii) The Purchasers
acknowledge and agree that the Warrants and underlying Shares will be deemed compensation by the Financial Industry Regulatory
Authority (“FINRA”) and will be subject to lock-up immediately following the commencement of sales of the IPO.
Pursuant to FINRA Rule 5110(e)(1), the Warrants and the underlying Shares may not be sold, transferred, assigned, pledged or
hypothecated or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic
disposition of such securities by any person during the 180 day period following the commencement of sales of the Public Offering
except to any underwriter or selected dealer participating in the Public Offering and the officers or partners, registered persons
or affiliates of the undersigned and of any such participating underwriter or selected dealer participating in the Public Offering
except as permitted by FINRA Rule 5110(e)(2)(B). Additionally, to comply with FINRA Rule 5110(g)(8), the Warrants may not be
exercised more than five years from the commencement of sales of the Public Offering. The Purchasers are only entitled to one demand
registration right at the issuer's expense and shall not have the right to exercise such demand registration right more than five
years from the commencement of sales of the public offering. To the extent the Purchasers are entitled to piggyback registration
rights, such rights may not be exercised more than seven years from the commencement of sales of the public offering.


 






    


     


    

 


(iv) The obligation of the
Purchasers to purchase and pay for the Warrants as provided herein shall be subject to the satisfaction of the conditions set forth in
Section 5 of the Underwriting Agreement, dated the date thereof, by and between the Company, BofA Securities, Inc. and Roth Capital Partners,
LLC, as representative of the underwriters named therein (the “Underwriting Agreement”).


 


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


 


A. Organization
and Corporate Power. The Company is a corporation duly organized, 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 Warrants have been duly authorized by the Company as of the Initial Closing Date. This
Agreement constitutes a valid and binding obligation of the Company, enforceable in accordance with its terms. Upon issuance in accordance
with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Warrants will constitute valid and binding obligations
of the Company, enforceable in accordance with their terms as of the Closing Dates.


 


(ii) The execution
and delivery by the Company of this Agreement and the Warrants, the issuance and sale of the Warrants, the issuance of the Shares upon
exercise of the Warrants and the fulfillment of, and compliance with, the respective terms hereof and thereof by the Company, do not and
will not as of the Closing Dates (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
or the bylaws of the Company (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 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 Warrants will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant
to, the terms hereof and the Warrant Agreement, the Purchasers will have good title to the Warrants and the Shares issuable upon exercise
of such 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 Purchasers.


 


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 knowledge, any of its affiliates, 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 of 1933, as amended (the “Securities Act”).


 






    


     


    

 


Section 3. Representations
and Warranties of the Purchasers. As a material inducement to the Company to enter into this Agreement and issue and sell the Warrants
to the Purchasers, the Purchasers hereby represent and warrant to the Company (which representations and warranties shall survive the
Closing Dates) that:


 


A. Organization
and Requisite Authority. The Purchasers possess 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 Purchasers, 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 Purchasers of this Agreement and the fulfillment of and compliance with the terms hereof by the Purchasers does not
and shall not as of the Closing Dates conflict with or result in a breach by the Purchasers of the terms, conditions or provisions of
any agreement, instrument, order, judgment or decree to which the Purchasers are subject.


 


C. Investment
Representations.


 


(i) The Purchasers
are acquiring the Warrants and, upon exercise of the Warrants, the Shares issuable upon such exercise (collectively, the “Securities”),
for the Purchasers’ own accounts, for investment purposes only and not with a view towards, or for resale in connection with, any
public sale or distribution thereof.


 


(ii) The Purchasers
are “accredited investors” as such term is defined in Rule 501(a)(3) of Regulation D under the Securities Act and the Purchasers
have not experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities Act.


 


(iii) The Purchasers
understand that the Securities are being offered and will be sold to them 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 Purchasers’
compliance with, the representations and warranties of the Purchasers set forth herein in order to determine the availability of such
exemptions and the eligibility of the Purchasers to acquire such Securities.


 


(iv) The Purchasers’
decision to enter into this Agreement was not the result of any general solicitation or general advertising within the meaning of Rule
502(c) under the Securities Act.


 


(v) The Purchasers
have 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 Purchasers. The Purchasers have been afforded the opportunity to ask
questions of the executive officers and directors of the Company. The Purchasers understand 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 Purchasers
understand 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 Purchasers nor have such authorities
passed upon or endorsed the merits of the offering of the Securities.


 


(vii) The
Purchasers understand 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 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 Purchasers understand that the
Securities and Exchange Commission 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 Purchasers
have 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, are capable of evaluating the merits and risks of an investment
in the Securities and are able to bear the economic risk of an investment in the Securities in the amount contemplated hereunder for an
indefinite period of time. The Purchasers have 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 Purchasers
can afford a complete loss of its investment in the Securities.


 


Section 4. Conditions of
the Purchasers’ Obligations. The obligations of the Purchasers to purchase and pay for the Warrants are subject to the fulfillment,
on or before the Closing Dates, 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 Closing Dates 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 Closing Dates.


 


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.
The Company shall have entered into a Warrant Agreement with a warrant agent on terms satisfactory to the Purchasers.


 


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


 


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


 


B. Performance.
The Purchasers 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 Purchasers on or before the Closing Dates.


 


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.
The Company shall have entered into a Warrant Agreement with a warrant agent on terms satisfactory to the Company.


 


Section 6. Termination.
This Agreement may be terminated at any time after December 31, 2021 upon the election by either the Company or the Purchasers upon written
notice to the other party if the closing of the Public Offering does not occur prior to such date.


 


Section 7. Survival of
Representations and Warranties. All of the representations and warranties contained herein shall survive the Closing Dates.


 


Section 8. Definitions.
Terms used but not otherwise defined in this Agreement shall have the meaning assigned to such terms in the Registration Statement.


 


Section 9. 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 Purchasers to affiliates thereof.


 


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.


 


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 and the rights and obligations of the parties hereunder shall be construed in accordance with and governed by
the laws of New York applicable to contracts wholly performed within the borders of such state, without giving effect to the conflict
of law principles thereof. The parties hereto irrevocably submit to the exclusive jurisdiction of any federal court sitting in the Southern
District of New York or any state court located in New York County, State of New York, over any suit, action or proceeding arising out
of or relating to this Agreement. To the fullest extent they may effectively do so under applicable law, the parties hereto irrevocably
waive and agree not to assert, by way of motion, as a defense or otherwise, any claim that they are not subject to the jurisdiction of
any such court, any objection that they may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought
in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient
forum.


 


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


 


[Signature page follows]


 






    


     


    

 


IN WITNESS WHEREOF, the
parties hereto have executed this Agreement to be effective as of the date first set forth above.


 


	 	COMPANY:
	 	 
	 	REVELSTONE CAPITAL ACQUISITION CORP.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 


	 	Purchasers:
	 	 
	 	BYRON ROTH LLC
	 	 
	 	By: 	 
	 	Name: Byron Roth
	 	Title:
	 	 
	 	CR FINANCIAL HOLDINGS, INC.
	 	 
	 	By: 	 
	 	Name: Gerald Mars
	 	Title: CFO
	 	 
	 	AMG TRUST ESTABLISHED JANUARY 23, 2007
	 	 
	 	By: 	 
	 	Name: Aaron Gurewitz
	 	Title: Trustee
	 	 
	 	MORRISON HOTEL TRUST DATED AUGUST 13, 2013
	 	 
	 	By: 	 
	 	Name: Paul Zaffaroni
	 	Title: Trustee
	 	 
	 	(continues on next page)



 












    


     


    

 





	 	THE FRANK REVOCABLE LIVING TRUST, DATED AUGUST 5, 2016
	 	 
	 	By: 	 
	 	Name: Jacob Frank
	 	Title: Trustee



 


[Signature Page to Warrants Purchase Agreement]


 






    


     


    

 





Schedule I


 


Affiliates
of Roth Capital Partners, LLC Receiving Warrants


 


	Transferee	 	Number of Warrants	 	 	Purchase Price	 
	CR Financial Holdings, Inc.	 	 	517,500	 	 	$	517,500	 
	AMG Trust established January 23, 2007	 	 	56,250	 	 	$	56,250	 
	Morrison Hotel Trust dated August 13, 2013	 	 	25,000	 	 	$	25,000	 
	The Frank Revocable Living Trust, dated August 5, 2016	 	 	20,000	 	 	$	20,000	 
	Byron Roth LLC	 	 	131,250	 	 	$	131,250	 
	Total	 	 	750,000	 	 	$	750,000