Exhibit 4.3


 


THE SECURITIES REPRESENTED BY THIS CERTIFICATE
HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE AND DISTRIBUTION THEREOF, AND HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS. SUCH
SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL IN A FORM REASONABLY ACCEPTABLE
TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED DUE TO AN EXEMPTION THEREFROM UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES
LAWS.


 


Date of Issuance: June 29, 2010


 


WARRANT TO PURCHASE


 


SHARES OF PREFERRED STOCK OF


 


COULOMB TECHNOLOGIES, INC.


 


(Void after April 30, 2021)


 


This certifies that
[      ], or assigns (“Holder”), for value received, is entitled to purchase from COULOMB TECHNOLOGIES,
INC., a Delaware corporation (“Company”), the Applicable Number (hereinafter defined) of fully paid and nonassessable
shares of, at Holder’s option, either (i) Company’s Series B preferred stock (the “Series B Preferred Stock”)
or (ii) the Next Round Stock (hereinafter defined) (the Series B Preferred Stock or the Next Round Stock, as applicable, “Preferred
Stock”) for cash at a purchase price per share hereinafter determined (the “Stock Purchase Price”). Holder may
also exercise this Warrant on a cashless or “net issuance” basis as described in Section 1(b) below, and this Warrant
shall be deemed to have been exercised in full on such basis on the Expiration Date, to the extent not fully exercised prior to
such date. This Warrant is issued in connection with the Loan and Security Agreement of even date herewith (as amended, restated
and supplemented from time to time, the “Loan Agreement”), between Company, as borrower, and Holder’s subsidiary,
[ ], as lender (“Lender”). Capitalized terms used herein and not otherwise defined in
this Warrant shall have the meaning(s) ascribed to them in the Loan Agreement, unless the context would otherwise require. The
“Applicable Number” of shares purchasable hereunder shall be the number obtained by dividing (X) $110,000 by (Y) the
Stock Purchase Price.


 


The Stock Purchase
Price shall be equal to (i) if Holder chooses for this Warrant to be exercisable for Series B Preferred Stock, the lesser of (A)
$0.2143 per share and (B) the lowest price per share at which Company most recently sold (as of any date of determination) shares
of its Series B Preferred Stock (subject to any adjustment for any splits, dividends or distributions since the date of such sale),
or (ii) if Holder chooses for this Warrant to be exercisable for Next Round Stock, the Next Round Price (hereinafter defined).


 


The “Next Round
Price” is the lowest price per share paid by an investor for Company’s equity securities issued in the Next Round (hereinafter
defined) (the “Next Round Stock”), including for this purpose the value of all consideration given by an investor for
such equity securities. The “Next Round” means the next bona fide round of equity financing after the date hereof in
which Company sells or issues shares of its securities, and includes any options, warrants, or other convertible securities or
similar consideration issued or delivered to investors in connection with such equity financing in such round; provided that the
Next Round excludes any extensions to Company’s Series B Preferred Stock round of financing.


 


This Warrant may be
exercised at any time or from time to time up to and including 5:00 p.m. (Pacific time) on April 30, 2021 (the “Expiration
Date”), upon surrender to Company at its principal office at 1692 Dell Avenue, Campbell, CA 95008 (or at such other location
as Company may advise Holder in writing) of this Warrant properly endorsed with the Form of Subscription attached hereto duly completed
and signed and upon payment in cash or by check of the aggregate Stock Purchase Price for the number of shares for which this Warrant
is being exercised determined in accordance with the provisions hereof The Stock Purchase Price and the number of shares purchasable
hereunder are subject to further adjustment as provided in Section 4 of this Warrant.


 




    


     


    

 


This Warrant is subject
to the following terms and conditions:


 


1. Exercise;
Issuance of Certificates; Payment for Shares.


 


(a) Unless
an election is made pursuant to clause (b) of this Section 1, this Warrant shall be exercisable at the option of Holder, at any
time or from time to time, on or before the Expiration Date for all or any portion of the shares of Preferred Stock (but not for
a fraction of a share) which may be purchased hereunder for the Stock Purchase Price multiplied by the number of shares to be purchased.
In the event, however, that pursuant to Company’s Certificate of Incorporation, as amended, an event causing automatic conversion
of Company’s Preferred Stock shall have occurred prior to the exercise of this Warrant, in whole or in part, then this Warrant
shall be exercisable for the number of shares of Common Stock of Company into which the Preferred Stock not purchased upon any
prior exercise of this Warrant would have been so converted (and, where the context requires, reference to “Preferred Stock”
shall be deemed to be or include such Common Stock, as may be appropriate). Company agrees that the shares of Preferred Stock purchased
under this Warrant shall be and are deemed to be issued to Holder hereof as the record owner of such shares as of the close of
business on the date on which the form of subscription shall have been delivered and payment made for such shares. Subject to the
provisions of Section 2, certificates for the shares of Preferred Stock so purchased, together with any other securities or property
to which Holder hereof is entitled upon such exercise, shall be delivered to Holder hereof by Company at Company’s expense
within a reasonable time after the rights represented by this Warrant have been so exercised. Except as provided in clause (b)
of this Section 1, in case of a purchase of less than all the shares which may be purchased under this Warrant, Company shall cancel
this Warrant and execute and deliver a new Warrant or Warrants of like tenor for the balance of the shares purchasable under this
Warrant surrendered upon such purchase to Holder hereof within a reasonable time. Each stock certificate so delivered shall be
in such denominations of Preferred Stock as may be requested by Holder hereof and shall be registered in the name of such Holder
or such other name as shall be designated by such Holder, subject to the limitations contained in Section 2.


 


(b) Holder,
in lieu of exercising this Warrant by the cash payment of the Stock Purchase Price pursuant to clause (a) of this Section 1, may
elect, at any time on or before the Expiration Date, to surrender this Warrant and receive that number of shares of Preferred Stock
computed using the following formula:


 


X — Y(A — B)


A


 


Where: X = the number of shares of Preferred Stock
to be issued to Holder.


 


		Y	=the number of shares of Preferred Stock that Holder would otherwise have been entitled to purchase hereunder pursuant
to Section 1 (a) (or such lesser number of shares as Holder may designate in the case of a partial exercise of this Warrant).



 


		A	=the Per Share Price (as defined in Section 1(c) below) of one (1) share of Preferred Stock at the time the net issuance
election under this Section 1(b) is made.



 


		B	= the Stock Purchase Price then in effect.



 


Election to exercise under this Section
1(b) may be made by delivering a signed form of subscription to Company via facsimile, to be followed by delivery of this Warrant.
Notwithstanding anything to the contrary contained in this Warrant, if as of the close of business on the last business day preceding
the Expiration Date this Warrant remains unexercised as to all or a portion of the shares of Preferred Stock purchasable hereunder,
then effective as 9:00 a.m. (Pacific time) on the Expiration Date, Holder shall be deemed, automatically and without need for notice
to the Company, to have elected to exercise this Warrant in full pursuant to the provisions of this Section 1(b), and upon surrender
of this Warrant shall be entitled to receive that number of shares of Preferred Stock computed using the above formula, provided
that the application of such formula as of the Expiration Date yields a positive number for “X”.


 




    2


     


    

 


(c) For
purposes of Section 1(b), “Per Share Price” means:


 


(i) If
this Warrant is exercised on the date of Company’s initial public offering of Common Stock, and if Company’s registration
statement relating to such public offering has been declared effective by the Securities and Exchange Commission, then the Per
Share Price shall be the product of (A) the initial “Price to Public” of the Common Stock specified in the final prospectus
with respect to the offering, and (B) the number of shares of Common Stock into which each share of Preferred Stock exercised is
convertible at the date of calculation.


 


(ii) If
this Warrant is exercised after, and not on the date of Company’s initial public offering of Common Stock, and if Company’s
Common Stock is traded on a securities exchange or actively traded over-the-counter:


 


(1) If
Company’s Common Stock is traded on a securities exchange, the Per Share Price shall be deemed to be the product of (A) the
closing price of Company’s Common Stock as quoted on any exchange, as published in the Western Edition of The Wall Street
Journal for the trading day immediately prior to the date of.Holder’s election hereunder and, (B) the number of shares of
Common Stock into which each share of Preferred Stock exercised is convertible on such date.


 


(2) If
Company’s Common Stock is actively traded over-the-counter, the Per Share Price shall be deemed to be the product of (A)
the closing bid or sales price, whichever is applicable, of Company’s Common Stock for the trading day immediately prior
to the date of the Holder’s election hereunder and (B) the number of shares of Common Stock into which each share of Preferred
Stock exercised is convertible on such date.


 


(iii) If
neither (i) nor (ii) is applicable, the Per Share Price shall be determined in good faith by the Board of Directors of Company
based on relevant facts and circumstances at the time of the net exercise under Section 1(b), including in the case of a Change
of Control (as defined in Section 4.3 hereof) the consideration receivable by the holders of the Preferred Stock in such Change
of Control and the liquidation preference (including any declared but unpaid dividends), if any, then applicable to the Preferred
Stock.


 


2. Limitation
on Transfer.


 


(a) This
Warrant and the Preferred Stock shall not be transferable except upon the conditions specified in this Section 2, which conditions
are intended to ensure compliance with the provisions of the Securities Act. Each holder of this Warrant or the Preferred Stock
issuable hereunder will cause any proposed transferee of the Warrant or Preferred Stock to agree to take and hold such securities
subject to the provisions and upon the conditions specified in this Section 2. Notwithstanding the foregoing and any other provision
of this Section 2, Holder may freely transfer all or part of this Warrant or the shares issuable upon exercise of this Warrant
(or the securities issuable, directly or indirectly, upon conversion of the shares, if any) at any time to any lender transferee
of a portion of the loan commitment of Lender under the Loan Agreement, by giving Company notice of the portion of the Warrant
being transferred setting forth the name, address and taxpayer identification number of the transferee and surrendering this warrant
to Company for reissuance to the transferees(s) (and Holder, if applicable).


 


(b) Each
certificate representing (i) this Warrant, (ii) the Preferred Stock, (iii) shares of Company’s Common Stock issued upon conversion
of the Preferred Stock and (iv) any other securities issued in respect to the Preferred Stock or Common Stock issued upon conversion
of the Preferred Stock upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless
otherwise permitted by the provisions of this Section 2 or unless such securities have been registered under the Securities Act
or sold under Rule 144) be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any
legend required under applicable state securities laws):


 


THE SECURITIES REPRESENTED BY THIS CERTIFICATE
HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE AND DISTRIBUTION THEREOF, AND HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE
OF SUCH REGISTRATION OR AN OPINION OF COUNSEL IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED
DUE TO AN EXEMPTION THEREFROM UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS.


 




    3


     


    

 


(c) Holder
of this Warrant and each person to whom this Warrant is subsequently transferred represents and warrants to Company (by acceptance
of such transfer) that it will not transfer this Warrant (or securities issuable upon exercise hereof unless a registration statement
under the Securities Act was in effect with respect to such securities at the time of issuance thereof) except pursuant to (i)
an effective registration statement under the Securities Act, (ii) Rule 144 under the Securities Act (or any other rule under the
Securities Act relating to the disposition of securities), or (iii) an opinion of counsel, reasonably satisfactory to counsel for
Company, that an exemption from such registration is available.


 


3. Shares
to be Fully Paid; Reservation of Shares. Company covenants and agrees that all shares of Preferred Stock which may be issued
upon the exercise of the rights represented by this Warrant will, upon issuance, be duly authorized, validly issued, fully paid
and nonassessable and free from all preemptive rights of any stockholder and free of all taxes, liens and charges with respect
to the issue thereof. Company further covenants and agrees that during the period beginning on the date the Company first issues
Next Round Stock (unless otherwise requested by Holder in connection Holder’s exercise of this Warrant for shares of Series
B Preferred Stock), Company will at all times have authorized and reserved, for the purpose of issue or transfer upon exercise
of the subscription rights evidenced by this Warrant, a sufficient number of shares of authorized but unissued Preferred Stock,
or other securities and property, when and as required to provide for the exercise of the rights represented by this Warrant. Company
will take all such action as may be necessary to assure that such shares of Preferred Stock may be issued as provided herein without
violation of any applicable law or regulation, or of any requirements of any domestic securities exchange upon which the Preferred
Stock may be listed. Company will not take any action which would result in any adjustment of the Stock Purchase Price (as described
in Section 4 hereof) (i) if the total number of shares of Preferred Stock issuable after such action upon exercise of all outstanding
warrants, together with all shares of Preferred Stock then outstanding and all shares of Preferred Stock then issuable upon exercise
of all options and upon the conversion of all convertible securities then outstanding, would exceed the total number of shares
of Preferred Stock then authorized by Company’s Certificate of Incorporation, (ii) if the total number of shares of Common
Stock issuable after such action upon the conversion of all such shares of Preferred Stock together with all shares of Common Stock
then outstanding and then issuable upon exercise of all options and upon the conversion of all convertible securities then outstanding
would exceed the total number of shares of Common Stock then authorized by Company’s Certificate of Incorporation or (iii)
if the par value per share of the Preferred Stock would exceed the Stock Purchase Price.


 


4. Adjustment
of Stock Purchase Price and Number of Shares. The Stock Purchase Price and the number of shares purchasable upon the exercise
of this Warrant shall be subject to adjustment from time to time upon the occurrence of certain events described in this Section
4.


 


4.1 Subdivision
or Combination of Stock. In case Company shall at any time subdivide its outstanding shares of Preferred Stock into a greater
number of shares, the Stock Purchase Price in effect immediately prior to such subdivision shall be proportionately reduced, and
conversely, in case the outstanding shares of Preferred Stock of Company shall be combined into a smaller number of shares, the
Stock Purchase Price in effect immediately prior to such combination shall be proportionately increased.


 


4.2 Dividends
in Preferred Stock, Other Stock, Property, Reclassification. If at any time or from time to time the holders of Preferred Stock
(or any shares of stock or other securities at the time receivable upon the exercise of this Warrant) shall have received or become
entitled to receive, without payment therefor,


 


(a) Preferred
Stock, or any shares of stock or other securities whether or not such securities are at any time directly or indirectly convertible
into or exchangeable for Preferred Stock, or any rights or options to subscribe for, purchase or otherwise acquire any of the foregoing
by way of dividend or other distribution,


 


(b) any
cash paid or payable otherwise than as a cash dividend, or


 


(c) Preferred
Stock or other or additional stock or other securities or property (including cash) by way of spin off, split-up, reclassification,
combination of shares or similar corporate rearrangement, (other than shares of Preferred Stock issued as a stock split, adjustments
in respect of which shall be covered by the terms of Section 4.1 above),


 




    4


     


    

 


then and in each such case, Holder hereof
shall, upon the exercise of this Warrant, be entitled to receive, in addition to the number of shares of Preferred Stock receivable
thereupon, and without payment of any additional consideration therefore, the amount of stock and other securities and property
(including cash in the cases referred to in clauses (b) and (c) above) which such Holder would hold on the date of such exercise
had it been the holder of record of such Preferred Stock as of the date on which holders of Preferred Stock received or became
entitled to receive such shares and/or all other additional stock and other securities and property.


 


4.3 Change
of Control or IPO. In the event of (i) a Change of Control (as hereinafter defined) or (ii) the consummation of a sale of Company’s
securities pursuant to a registration statement filed by Company under the Securities Act, in connection with the first firm commitment
underwritten offering of Company’s securities to the general public that occurs after the date this Warrant is issued (“IPO”),
this Warrant shall be automatically exchanged for a number of shares of Company’s securities, such number of shares being
equal to the maximum number of shares issuable pursuant to the terms hereof (after taking into account all adjustments described
herein) had Holder elected to exercise this Warrant immediately prior to the closing of such Change of Control or IPO and purchased
all such shares pursuant to the cash exercise provision set forth in Section 1(a) hereof (as opposed to the cashless exercise provision
set forth in Section 1(b)). Company acknowledges and agrees that Holder shall only be required to make an additional payment for
such shares in an amount as shall equal the aggregate par value, as determined in accordance with the Company’s Charter (as
defined below), with respect to the shares so issued; provided that such payment shall be deemed to have been made pursuant to
Section 1(b) of this Warrant using such par value as the “Stock Purchase Price” solely for purposes of the calculation
in Section 1(b). “Change of Control” shall mean any sale, license, or other disposition of all or substantially all
of the assets of Company, or any reorganization, consolidation, or merger of Company where the holders of Company’s securities
before the transaction beneficially own less than 50% of the outstanding voting securities of the surviving entity after the transaction.
This Warrant shall terminate upon Holder’s receipt of the number of shares of Company’s equity securities described
in this Section 4.3.


 


4.4 Sale
or Issuance Below Purchase Price; “Pay-to-Play” Exemption.


 


(a) The
other antidilution rights applicable to the shares of Preferred Stock purchasable hereunder as of the date hereof are set forth
in Company’s Certificate of Incorporation, as amended through the date hereof (the “Charter”). The antidilution
and other rights applicable to the shares of series Preferred Stock purchasable hereunder set forth in the Charter may be restated,
amended, modified or waived in any manner so long as such amendment, modification or waiver is effected consistent with the requirements
of the Charter and of the Delaware General Corporation Law, each as then in effect.


 


(b) In
the event that any “pay to play” terms or conditions (i.e. terms or conditions that require a holder of Company’s
Preferred Stock to purchase securities in a future round of equity or debt financing or else lose the benefit of antidilution protection
applicable to the shares of Preferred Stock issuable upon the exercise of this Warrant or have such shares of Preferred Stock automatically
convert to common stock or convert to another class and series of Company’s capital stock) in Company’s Charter, as
amended from time to time, or other agreement among the Company and its stockholders are triggered in connection with the consummation
of a Down Round (hereinafter defined) or otherwise after the date hereof, then in such event, this Warrant shall automatically
adjust to provide Holder with the same securities and/or rights that Holder would have received had Holder participated in the
Down Round to its full pro rata share with respect to the Preferred Stock issuable upon exercise of this Warrant (e.g., if this
Warrant provides for the purchase of Series B Preferred Stock, and Company after the date hereof consummates a Down Round in which
those holders of Series B Preferred Stock who participate to their full pro rata share in such Down Round become entitled to exchange
such Series B Preferred Stock for Series B-1 Preferred Stock and those holders of Series B Preferred Stock who do not participate
to their full pro rata share will have their Series B Preferred Stock converted into Common Stock, then this Warrant would automatically
adjust to provide the right to purchase Series B-1 Preferred Stock instead of Common Stock). “Down Round” means either
(i) any non-public offering of securities of Company after the original date of issuance of this Warrant at a price per share lower
than the Stock Purchase Price then in effect, or (ii) any. non-public offering of Company’s debt securities after the original
date of issuance of this Warrant which requires a holder .of Company’s Preferred Stock to purchase such debt securities or
have such shares of Preferred Stock automatically convert to common stock or convert to another class and series of Company’s
capital stock.


 




    5


     


    

 


(c) If
in connection with a Down Round, the holders of a requisite percentage of shares of Preferred Stock waive any anti-dilution protections
that would otherwise have been available to such stockholders under the Charter on account of the issuance of securities in the
Down Round, Company shall afford Holder the opportunity to purchase up to that number of shares of equity securities of Company
to be sold through the Down Round as will enable Holder to own or acquire immediately after completion of the Down Round the same
percentage of the equity securities of Company (on a fully diluted basis) as Holder owned and/or had the right to purchase under
this Warrant immediately prior to commencement of the Down Round offering. In this regard, Company shall provide written notice
to Holder reasonably in advance of a proposed Down Round, which notice shall state, to the extent then known by Company, the number
and type of shares of equity securities proposed to be sold through the Down Round and the per share price, and shall establish
a deadline, not less than 20 days after the giving of such notice, by which Holder must deliver its written election to purchase
shares in the Down Round. The per share price payable by Holder in the Down Round shall be the same per share price payable by
the lead investor in the Down Round. If Company fails timely to afford Holder the opportunity to participate in the Down Round
in the foregoing manner, then Holder shall be entitled, upon conversion of the Preferred Stock issuable under this Warrant, to
the full benefit of any and all antidilution protections that were waived by the holders of Preferred Stock in connection with
the Down Round.


 


4.5 Notice
of Adjustment. Upon any adjustment of the Stock Purchase Price, and/or any increase or decrease in the number of shares purchasable
upon the exercise of this Warrant Company shall give written notice thereof, by first class mail, postage prepaid, addressed to
the registered holder of this Warrant at the address of such holder as shown on the books of Company. The notice, which may be
substantially in the form of Exhibit “A” attached hereto, shall be signed by Company’s chief financial officer
and shall state the Stock Purchase Price resulting from such adjustment and the increase or decrease, if any, in the number of
shares purchasable at such price upon the exercise of this Warrant, setting forth in reasonable detail the method of calculation
and the facts upon which such calculation is based.


 


4.6 Other
Notices. If at any time:


 


(a) Company
shall declare any cash dividend upon its Preferred Stock;


 


(b) Company
shall declare any dividend upon its Preferred Stock payable in stock or make any special dividend or other distribution to the
holders of its Preferred Stock;


 


(c) Company
shall offer for subscription pro rata to the holders of its Preferred Stock any additional shares of stock in connection with a
Down Round or additional shares of stock of any class or other rights;


 


(d) there
shall be any capital reorganization or reclassification of the Preferred Stock of Company, or consolidation or merger of Company
with, or sale of all or substantially all of its assets to, another entity, which would result in the payment of a liquidation
preference to the holders of the Preferred Stock;


 


(e) there
shall be a voluntary or involuntary dissolution, liquidation or winding-up of Company; or


 


(f) Company
shall take or propose to take any other action, notice of which is actually provided to holders of the Preferred Stock;


 




    6


     


    

 


then, in any one or more of said cases,
Company shall give, by first class mail, postage prepaid, addressed to Holder of this Warrant at the address of such Holder as
shown on the books of Company, (i) at least 20 days’ prior written notice (or such shorter period as shall represent the
amount of notice provided to the other holders of the Company’s Preferred Stock) of the date on which the books of Company
shall close or a record shall be taken for such dividend, distribution or subscription rights or for determining rights to vote
in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, or
other action and (ii) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation
or winding-up, or other action, at least 20 days’ written notice (or such shorter period as shall represent the amount of
notice provided to the other holders of the Company’s Preferred Stock) of the date when the same shall take place. Any notice
given in accordance with the foregoing clause (i) shall also specify, in the case of any such dividend, distribution or subscription
rights, the date on which the holders of Preferred Stock shall be entitled thereto. Any notice given in accordance with the foregoing
clause (ii) shall also specify the date on which the holders of Preferred Stock shall be entitled to exchange their Preferred Stock
for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution,
liquidation or winding-up, or other action as the case may be.


 


4.7 Certain
Events. If any change in the outstanding Preferred Stock of Company or any other event occurs as to which the other provisions
of this Section 4 are not strictly applicable or if strictly applicable would not fairly effect the adjustments to this Warrant
in accordance with the essential intent and principles of such provisions, then the Board of Directors of Company shall make in
good faith an adjustment in the number and class of shares issuable under this Warrant, the Stock Purchase Price and/or the application
of such provisions, in accordance with such essential intent and principles, so as to protect such purchase rights as aforesaid.
The adjustment shall be such as will give Holder of this Warrant upon exercise for the same aggregate Stock Purchase Price the
total number, class and kind of shares as Holder would have owned had this Warrant been exercised prior to the event and had Holder
continued to hold such shares until after the event requiring adjustment.


 


5. Issue
Tax. The issuance of certificates for shares of Preferred Stock upon the exercise of this Warrant shall be made without charge
to Holder of this Warrant for any issue tax in respect thereof; provided, however, that Company shall not be required to pay any
tax which may be payable in respect of any transfer involved in the issuance and delivery of any certificate in a name other than
that of the then Holder of this Warrant being exercised.


 


6. Closing
of Books. Company will at no time close its transfer books against the transfer of this Warrant or of any shares of Preferred
Stock issued or issuable upon the exercise of this Warrant in any manner which interferes with the timely exercise of this Warrant.


 


7. No
Voting or Dividend Rights; Limitation of Liability. Nothing contained in this Warrant shall be construed as conferring upon
Holder hereof the right to vote or to consent as a stockholder in respect of meetings of stockholders for the election of directors
of Company or any other matters or any rights whatsoever as a stockholder of Company. No dividends or interest shall be payable
or accrued in respect of this Warrant or the interest represented hereby or the shares purchasable hereunder until, and only to
the extent that, this Warrant shall have been exercised. No provisions hereof, in the absence of affirmative action by Holder to
purchase shares of Preferred Stock, and no mere enumeration herein of the rights or privileges of Holder hereof, shall give rise
to any liability of such Holder for the Stock Purchase Price or as a stockholder of Company, whether such liability is asserted
by Company or by its creditors.


 


8. Intentionally
Omitted.


 


9. Registration
Rights. Upon execution of that certain First Amendment to Amended and Restated Investors’ Rights Agreement, dated as
of even date herewith, Holder hereof shall be entitled, with respect to the shares of Preferred Stock issued upon exercise hereof
or the shares of Common Stock or other securities issued upon conversion of such Preferred Stock as the case may be, to all of
the registration rights set forth in the Amended and Restated Investors’ Rights Agreement dated as of December 21, 2009 (the
“Rights Agreement”), to the same extent and on the same terms and conditions as possessed by the investors thereunder
with the following exceptions and clarifications: (i) Holder will have no right to initiate a demand registration under Section
1.3 of the Rights Agreement; (ii) Holder will be subject to the same provisions regarding indemnification as contained in the Rights
Agreement; and (iii) the registration rights are freely assignable by Holder of this Warrant in connection with a permitted transfer
of this Warrant or the shares issuable upon exercise hereof, so long as the transferee executes such amendment to the Rights Agreement
as shall be reasonably requested by the Company. Company shall take such action as may be reasonably necessary to assure that the
granting of such registration rights to Holder does not violate the provisions of the Rights Agreement or any of Company’s
charter documents or rights of prior grantees of registration rights.


 




    7


     


    

 


10. Rights
and Obligations Survive Exercise of Warrant. The rights and obligations of Company, of Holder of this Warrant and of the holder
of shares of Preferred Stock issued upon exercise of this Warrant, contained in Sections 6 and 9 shall survive the exercise of
this Warrant.


 


11. Modification
and Waiver. This Warrant and any provision hereof may be changed, waived, discharged or terminated only by an instrument in
writing signed by the party against which enforcement of the same is sought.


 


12. Notices.
Any notice, request or other document required or permitted to be given or delivered to Holder hereof or Company shall be deemed
to have been given (i) upon receipt if delivered personally or by courier (ii) upon confirmation of receipt if by telecopy or (iii)
three business days after deposit in the US mail, with postage prepaid and certified or registered, to each such Holder at its
address as shown on the books of Company or to Company at the address indicated therefor in the first paragraph of this Warrant.


 


13. Binding
Effect on Successors. All of the obligations of Company relating to the Preferred Stock issuable upon the exercise of this
Warrant shall survive the exercise and termination of this Warrant. All of the covenants and agreements of Company shall inure
to the benefit of the successors and assigns of Holder hereof. Company will, at the time of the exercise of this Warrant, in whole
or in part, upon request of Holder hereof but at Company’s expense, acknowledge in writing its continuing obligation to Holder
hereof in respect of any rights (including, without limitation, any right to registration of the shares of Common Stock) to which
Holder hereof shall continue to be entitled after such exercise in accordance with this Warrant; provided, that the failure of
Holder hereof to make any such request shall not affect the continuing obligation of Company to Holder hereof in respect of such
rights.


 


14. Descriptive
Headings and Governing Law. The descriptive headings of the several sections and paragraphs of this Warrant are inserted for
convenience only and do not constitute a part of this .Warrant. This Warrant shall be construed and enforced in accordance with,
and the rights of the parties shall be governed by, the laws of the State of California.


 


15. Lost
Warrants or Stock Certificates. Company represents and warrants to Holder hereof that upon receipt of evidence reasonably satisfactory
to Company of the loss, theft, destruction, or mutilation of any Warrant or stock certificate and, in the case of any such loss,
theft or destruction, upon receipt of an indemnity reasonably satisfactory to Company, or in the case of any such mutilation upon
surrender and cancellation of such Warrant or stock certificate, Company at its expense will make and deliver a new Warrant or
stock certificate, of like tenor, in lieu of the lost, stolen, destroyed or mutilated Warrant or stock certificate.


 


16. Fractional
Shares. No fractional shares shall be issued upon exercise of this Warrant. Company shall, in lieu of issuing any fractional
share, pay the holder entitled to such fraction a sum in cash equal to such fraction multiplied by the then effective Stock Purchase
Price.


 


17. Representations
of Holder. With respect to this Warrant, Holder represents and warrants to Company as follows:


 


17.1 Experience.
It is experienced in evaluating and investing in companies engaged in businesses similar to that of Company; it understands that
investment in this Warrant involves substantial risks; it has made detailed inquiries concerning Company, its business and services,
its officers and its personnel; the officers of Company have made available to Holder any and all written information it has requested;
the officers of Company have answered to Holder’s satisfaction all inquiries made by it; in making this investment it has
relied upon information made available to it by Company; and it has such knowledge and experience in financial and business matters
that it is capable of evaluating the merits and risks of investment in Company and it is able to bear the economic risk of that
investment.


 


17.2 Investment.
It is acquiring this Warrant for investment for its own account and not with a view to, or for resale in connection with, any distribution
thereof. It understands that this Warrant, the shares of Preferred Stock issuable upon exercise thereof and the shares of Common
Stock issuable upon conversion of the Preferred Stock, have not been registered under the Securities Act, nor qualified under applicable
state securities laws.


 




    8


     


    

 


17.3 Rule
144. It acknowledges that this Warrant, the Preferred Stock and the Common Stock must be held indefinitely unless they are
subsequently registered under the Securities Act or an exemption from such registration is available. It has been advised or is
aware of the provisions of Rule 144 promulgated under the Securities Act.


 


17.4 Access
to Data. It has had an opportunity to discuss Company’s business, management and financial affairs with Company’s
management and has had the opportunity to inspect Company’s facilities.


 


17.5 Accredited
Investor. It is an “accredited investor” within the meaning of Regulation D promulgated under the Securities Act.


 


18. Additional
Representations and Covenants of Company. Company hereby represents, warrants and agrees as follows:


 


18.1 Corporate
Power. Company has all requisite corporate power and corporate authority to issue this Warrant and to carry out and perform
its obligations hereunder.


 


18.2Authorization.All
corporate action on the part of Company, its directors and stockholders necessary for the authorization, execution, delivery and
performance by Company of this Warrant has been taken. This Warrant is a valid and binding obligation of Company, enforceable in
accordance with its terms.


 


18.3 Offering.
Subject in part to the truth and accuracy of Holder’s representations set forth in Section 17 hereof, the offer, issuance
and sale of this Warrant is, and the issuance of Preferred Stock upon exercise of this Warrant and the issuance of Common Stock
upon conversion of the Preferred Stock will be exempt from the registration requirements of the Securities Act, and are exempt
from the qualification requirements of any applicable state securities laws; and neither Company nor anyone acting on its behalf
will take any action hereafter that would cause the loss of such exemptions.


 


18.4 Stock
Issuance. Upon exercise of this Warrant, Company will use its best efforts to cause stock certificates representing the shares
of Preferred Stock purchased pursuant to the exercise to be issued in the names of Holder, its nominees or assignees, as appropriate
at the time of such exercise. Upon conversion of the shares of Preferred Stock into shares of Common Stock, Company will issue
the Common Stock in the names of Holder, its nominees or assignees, as appropriate.


 


18.5 Certificates
and By-Laws. Company has provided Holder with true and complete copies of Company’s Certificate of Incorporation, By-Laws,
and each Certificate of Designation or other charter document setting, forth any rights, preferences and privileges of Company’s
capital stock, each as amended and in effect on the date of issuance of this Warrant.


 


18.6 Conversion
of Preferred Stock. As of the date hereof, each share of the Preferred Stock is convertible into one share of the Common Stock.


 


18.7 Financial
and Other Reports. From time to time up to the earlier of the Expiration Date or the complete exercise of this Warrant, Company
shall furnish to Holder (i) upon delivery to Company’s Board of Directors a balance sheet and statement of changes in financial
position at and as of the end of each fiscal year, together with a statement of income for such fiscal year; provided, that such
financial statements shall be audited if so required by Company’s Board of Directors, but if no audit is required, such financial
statements shall be delivered unaudited; (ii) within 45 days after the close of each fiscal quarter of Company, an unaudited balance
sheet and statement of cash flows at and as of the end of such quarter, together with an unaudited statement of income for such
quarter and a capitalization table; and (iii) promptly after the closing of each equity financing consummated by. Company after
the date this Warrant has been issued, a copy of the term sheet for such equity financing (if any), a post-closing capitalization
table and other information relating to the valuation of the Company. In addition, Company agrees to provide Holder at any time
and from time to time with such information as Holder may reasonably request for purposes of Holder’s compliance with regulatory,
accounting and reporting requirements applicable to Holder. Notwithstanding the foregoing, Company shall not be required to furnish
to Holder the financial information described in this Section 18.7 in the event such financial information has been previously
delivered to Lender pursuant to the Loan Agreement.


 


[Remainder of this page intentionally left
blank; signature page follows]


 




    9


     


    

 


[Signature page to Warrant]


 


IN WITNESS WHEREOF,
the Company has caused this Warrant to be duly executed by its officer, thereunto duly authorized as of the date of issuance set
forth on the first page hereof.


 


COULOMB TECHNOLOGIES, INC.


 


	By:	 	 
	 	 	 
	Name:	 	 
	 	 	 
	Title:	 	 


 




    


     


    

 


FORM OF
SUBSCRIPTION


 


(To be
signed only upon exercise of Warrant)


 


	To:	 	 



 


		☐	The undersigned, the holder of the within Warrant, hereby
irrevocably elects to exercise the purchase right represented by such Warrant for, and to purchase thereunder, (1) See Below ______________
(____) shares (the “Shares”) of Stock ofand herewith makes payment of _____________________________ Dollars ($__________)
therefor, and requests that the certificates for such shares be issued in the name of, and delivered to, ______________________________
whose address is ______________________________________________.



 


		☐	The undersigned hereby elects to convert _________ percent (____%) of the value of the Warrant pursuant to the provisions of
Section 1(b) of the Warrant.



 


The undersigned acknowledges that it has
reviewed the representations and warranties contained in Section 17 of this Warrant and by its signature below hereby makes such
representations and warranties to Company.


 


	 	Dated	 
	 	 	 
	 	Holder:	 
	 	 	 
	 	By:	 
	 	 	 
	 	Its:	 


 


	 	(Address)


 


	 	 
	 	 
	 	 


 


		☐	Insert here the number of shares called for on the face of the Warrant (or, in the case of a partial exercise, the portion
thereof as to which the Warrant is being exercised), in either case without making any adjustment for additional Preferred Stock
or any other stock or other securities or property or cash which, pursuant to the adjustment provisions of the Warrant, may be
issuable upon exercise.



 




    


     


    

 


ASSIGNMENT


 


FOR VALUE RECEIVED, the undersigned, the
holder of the within Warrant, hereby sells, assigns and transfers all of the rights of the undersigned under the within Warrant,
with respect to the number of shares of Preferred Stock covered thereby set forth herein below, unto:


 


	Name of Assignee	 	Address	 	No. of Shares
	 	 	 	 	 
	 	 	 	 	 


 


	 	Dated	 
	 	 	 
	 	Holder:	 
	 	 	 
	 	By:	 
	 	 	 
	 	Its:	 


 




    


     


    

 


EXHIBIT
“A”


 


[On letterhead
of Company]


 


Reference is hereby
made to that certain Warrant dated June 29, 2010, issued by COULOMB TECHNOLOGIES, INC., a Delaware corporation (the “Company”),
to [ ] (the “Holder”).


 


[IF APPLICABLE] The
Warrant provides that the actual number and type of shares of Company’s capital stock issuable upon exercise of the Warrant
and the initial exercise price per share are to be determined by reference to one or more events or conditions subsequent to the
issuance of the Warrant. Such events or conditions have now occurred or lapsed, and Company wishes to confirm the actual number
of shares issuable and the initial exercise price. The provisions of this Supplement to Warrant are incorporated into the Warrant
by this reference, and shall control the interpretation and exercise of the Warrant.


 


[IF APPLICABLE] Notice
is hereby given pursuant to Section 4.5 of the Warrant that the following adjustment(s) have been made to the Warrant: [describe
adjustments, setting forth details regarding method of calculation and facts upon which calculation is based].


 


This certifies that
Holder is entitled to purchase from Company ______________________ (____) fully paid and nonassessable shares of Company’s
_________________ Stock at a price of _________________________ Dollars ($__________) per share (the “Stock Purchase Price”).
The Stock Purchase Price and the number of shares purchasable under the Warrant remain subject to adjustment as provided in Section
4 of the Warrant.


 


Executed this _____
day of _____________, 20__.


 


	 	COULOMB TECHNOLOGIES, INC.


 


	 	By:	 
	 	 	 
	 	Name:	 
	 	 	 
	 	Title: