Exhibit 4.5


 


AMENDMENT TO WARRANT TO PURCHASE


SERIES D-1 PREFERRED STOCK


 


This Amendment to the Warrant
to Purchase Series D-1 Preferred Stock of XL Hybrids, Inc. (this “Amendment”) is made and entered into as of December
15, 2020, by and among XL Hybrids, Inc., a Delaware corporation (the “Company”), and Motiv Partners LLC (“Holder”).
Terms used but not defined herein shall have the meaning assigned to such terms in the Merger Agreement (as defined below).


 


RECITALS


 


WHEREAS, the Company and Holder
are parties to the Warrant to Purchase Series D-1 Preferred Stock of XL Hybrids, Inc. which provides for the purchase of 225,108 shares
of Series D-1 Preferred Stock of the Company (the “Warrant”);


 


WHEREAS, the Company intends
to consummate a merger transaction pursuant to the Agreement and Plan of Reorganization, dated as of September 17, 2020 (the “Merger
Agreement”), by and among the Company, Pivotal Investment Corporation II (“Parent”) and PIC II Merger Sub
Corp. (“Merger Sub”) whereby Merger Sub shall be merged with and into the Company, and the Company shall continue as
a wholly owned subsidiary of Parent (the “Merger”);


 


WHEREAS, at the effective
time of the Merger, each Company Warrant, including the Warrant, shall be automatically assumed by Parent and shall become a warrant to
acquire, on the same terms and conditions as were applicable under each such Company Warrant, a number of shares of Parent Common Stock
determined as set forth in Section 1.10(b) of the Merger Agreement; and


 


WHEREAS, the Company and Holder
wish to amend the Warrant to ensure that the Warrant automatically converts to a warrant to acquire shares of Parent Common Stock.


 


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


 


ARTICLE
I



AMENDMENT TO WARRANT


 


1.1 Amendment to Introductory
Paragraph. The first paragraph of the Warrant is hereby deleted in its entirety and replaced with the following:


 


“XL Hybrids, Inc.,
a Delaware corporation (the “Company”), for value received, hereby certifies that MOTIV Partners LLC or its
registered assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company,
at any time at or before the earlier of (a) with respect to shares that are vested pursuant to Section 1.2 of this Warrant, the day after
such vested shares are no longer exercisable as provided in Section 1.2 of this Warrant and (b) the termination of this Warrant as provided
in Section 7 hereof, that number of shares of the Company’s Series D-1 Preferred Stock of the Company, par value $0.0001 per share
(the “Series D Preferred”) determined pursuant to Section 1 herein at an exercise price per share determined pursuant
to Section 2 herein.”


 


1.2 Amendment to Merger
Provision. Section 4.3 of the Warrant is hereby deleted in its entirety and replaced with the following:


 




     


     


    

 


“Merger, Consolidation or Sale
of Assets. Subject to the provisions of this Section 4 and Section 7, if there shall be a merger or consolidation of the Company with
or into another corporation (other than a merger or reorganization involving only a change in the state of incorporation of the Company
or the acquisition by the Company of other businesses where the Company survives as a going concern), or the sale of all or substantially
all of the Company’s capital stock or assets to any other person, then as part of such transaction, this Warrant shall thereafter
be exercisable for (a) the same securities and/or property as would have been paid for the shares issuable upon exercise of the unexercised
portion of this Warrant as if such shares were outstanding on and as of the closing of such transaction or (b) if such merger is with
PIC II Merger Sub Corp. (“Merger Sub”) pursuant to the Agreement and Plan of Reorganization (the “Merger Agreement”),
dated as of September 17, 2020, by and among the Company, Pivotal Investment Corporation II (“Parent”) and Merger Sub,
whereby Merger Sub shall be merged with and into the Company, and the Company shall continue as a wholly owned subsidiary of Parent (the
“Merger”), that number of shares of Parent Common Stock (as defined in the Merger Agreement) as provided in Section
1.10(b) of the Merger Agreement. In any case, appropriate adjustment shall be made in the application of the provisions of this Section
4 to the end that the provisions of this Section 4 shall be applicable after that event in as nearly equivalent a manner as may be practicable.”


 


1.3 Amendment to Notice
of Adjustment. Section 4.5 of the Warrant is hereby deleted in its entirety and replaced with the following:


 


“Notice of Adjustment.
In the event the Company shall propose to take any action of the types described in Sections 4.1, 4.2 or 4.3, the Company shall give notice
to the Holder in the manner set forth in Section 10 hereof, which notice shall specify the record date, if any, with respect to any such
action and the date on which such action is to take place. Such notice shall also set forth such facts with respect thereto as shall be
reasonably necessary to indicate the effect of such action (to the extent such effect may be known at the date of such notice) on the
Exercise Price and the number, kind or class of shares or other securities or property which shall be deliverable or purchasable upon
the occurrence of such action or deliverable upon the exercise hereof. In the case of any action which would require the fixing of a record
date, such notice shall be given at least ten days prior to the date so fixed, and in case of all other actions, such notice shall be
given at least 20 days prior to the taking of such proposed action. Notwithstanding the foregoing, in the event of the consummation of
the Merger the Company shall give notice to the Holder promptly thereafter in the manner set forth in Section 10 hereof, which notice
shall specify the number of shares of Parent Common Stock this Warrant is exercisable and the Exercise Price for such shares of Parent
Common Stock.”


 


1.4 Amendment to Termination
Upon Merger, Consolidation or Sale of Assets. The following sentence shall be added following the last sentence of Section 7.1 of
the Warrant:


 


“For the avoidance of doubt, the
Merger shall not be considered a Liquidation Event for purposes of this Section 7.1.”


 


ARTICLE
II



MISCELLANEOUS


 


2.1 Headings. The headings
contained in this Amendment are for reference purposes only and shall not affect in any way the meaning or interpretation of this Amendment.


 


2.2 Governing Law.
This Amendment and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed
and interpreted in accordance with the laws of the Commonwealth of Massachusetts, without giving effect to principles of conflicts of
law.


 


2.3 Counterparts. This
Amendment may be executed in counterparts, each of which shall be deemed to be an original, and all of which together shall be deemed
to be one and the same instrument.


 




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2.4 Electronic and Facsimile
Signatures. Any signature page delivered electronically or by facsimile (including without limitation transmission by .pdf) shall
be binding to the same extent as an original signature page, with regard to any agreement subject to the terms hereof or any amendment
thereto. Any party who delivers such a signature page agrees to later deliver an original counterpart to the other party if so requested.


 


2.5 Effect of Amendment.
Except as amended and as explicitly set forth above, the Warrant shall continue in full force and effect and the terms of the Warrant
shall remain unchanged.


 


[Signature Pages Follow.]


 




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The parties hereto have executed
this Amendment to Amended and Restated Warrant to Purchase Common Stock as of the date first written above.


 


	 	COMPANY:
	 	 
	 	XL HYBRIDS, INC.
	 	 	 
	 	By:	/s/ Dimitri Kazarinoff
	 	Name:  	Dimitri Kazarinoff
	 	Title:  	President and CEO


 




     


     


    

 


The parties hereto have executed
this Amendment to Amended and Restated Warrant to Purchase Common Stock as of the date first written above.


 


	 	HOLDER:
	 	 
	 	MOTIV PARTNERS, LLC
	 	 	 
	 	By:	/s/ Oliver Guinness
	 	Name:  	Oliver Guinness
	 	Title:  	Managing Director