Exhibit
4.5


 


THIS
WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION
IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT. 


 


	Date
    of Issuance	 	Void
    after
	[   ],
    2011	 	[   ],
    2021


 


COULOMB
TECHNOLOGIES, INC.

WARRANT TO PURCHASE SHARES OF PREFERRED STOCK


 


For
the Purchase Price of Warrant stipulated in that certain Note and Warrant Purchase Agreement (the “Purchase Agreement”)
dated as of [   ], 2011, among the Company, Lender and certain other investors the receipt and sufficiency of which is hereby acknowledged,
this Warrant is issued to [   ] or its assigns (the “Holder”) by Coulomb Technologies, Inc., a Delaware corporation
(the “Company”). Capitalized terms not defined herein shall have the meaning set forth in the Purchase Agreement.


 


1. Purchase
of Shares.


 


(a) Number
of Warrant Shares. Subject to the terms and conditions set forth herein and set forth in the Purchase Agreement, the Holder
is entitled, upon surrender of this Warrant at the principal office of the Company (or at such other place as the Company shall
notify the Holder in writing), to purchase from the Company up to the number of fully paid and nonassessable Warrant Shares as
described in Section 3 of the Purchase Agreement (as adjusted pursuant to Section 6 hereof).


 


(b) Exercise
Price. The purchase price for the Warrant Shares issuable pursuant to this Section 1 shall be the exercise price described
in Section 3 of the Purchase Agreement. The Warrant Shares and the purchase price of such Warrant Shares shall be subject to adjustment
pursuant to Section 6 hereof. Such purchase price, as adjusted from time to time, is herein referred to as the “Exercise
Price.”


 


2. Exercise
Period. This Warrant shall be exercisable, in whole or in part, during the term commencing on the earlier of the closing of
the Next Equity Financing or the Maturity Date and ending at 5:00 p.m. PST on the date ten years after the Date of Issuance noted
above (the “Exercise Period”); provided, however, that this Warrant shall be exercisable immediately
prior to and contingent upon the closing of a Corporate Transaction prior to the earlier of a Next Equity Financing or the Maturity
Date; provided, further, however, that this Warrant shall no longer be exercisable and shall become null
and void upon the consummation of the issuance and sale of shares of common stock of the Company in the Company’s first
underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended (the
“Initial Public Offering”). In the event of an Initial Public Offering, the Company shall notify the Holder at least
twenty (20) days prior to the consummation of such Initial Public Offering.


 




     


     


    

 


3. Method
of Exercise.


 


(a) While
this Warrant remains outstanding and exercisable in accordance with Section 2 above, the Holder may exercise, in whole or in part,
the purchase rights evidenced hereby. Such exercise shall be effected by:


 


(i) the
surrender of the Warrant, together with a duly executed copy of the Notice of Exercise attached hereto, to the Secretary of the
Company at its principal office (or at such other place as the Company shall notify the Holder in writing); and


 


(ii) the
payment to the Company of an amount equal to the aggregate Exercise Price for the number of Warrant Shares being purchased.


 


(b) Each
exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which
this Warrant is surrendered to the Company as provided in Section 3(a) above. At such time, the person or persons in whose name
or names any certificate for the Warrant Shares shall be issuable upon such exercise as provided in Section 3(c) below shall be
deemed to have become the holder or holders of record of the Warrant Shares represented by such certificate.


 


(c) As
soon as practicable after the exercise of this Warrant, in whole or in part, the Company at its expense will cause to be issued
in the name of, and delivered to, the Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes)
may direct:


 


(i) a
certificate or certificates for the number of Warrant Shares to which such Holder shall be entitled, and


 


(ii) in
case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate
on the face or faces thereof for the number of Warrant Shares equal to the number of such Warrant Shares called for on the face
of this Warrant minus the number of Warrant Shares purchased by the Holder upon all exercises made in accordance with Section
3(a) above or Section 4 below.


 


4. Net
Exercise. In lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value of this Warrant
(or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with notice
of such election (a “Net Exercise”). A Holder who Net Exercises shall have the rights described in Sections 3(b) and
3(c) hereof, and the Company shall issue to such Holder a number of Warrant Shares computed using the following formula:


 


	 	X = 	Y(A – B)	 
	 	A	 



  


		Where	



 


		X
                                         =	The
                                         number of Warrant Shares to be issued to the Holder.



 






    2


     


    

 


		Y
                                         =	The
                                         number of Warrant Shares purchasable under this Warrant or, if only a portion of the
                                         Warrant is being exercised, the portion of the Warrant being cancelled (at the date of
                                         such calculation).



 


		A
                                         =	The
                                         fair market value of one (1) Warrant Share (at the date of such calculation).



 


		B
                                         =	The
                                         Exercise Price (as adjusted to the date of such calculations).



 


For
purposes of this Section 4, the fair market value of a Warrant Share shall mean the average of the closing price of the Warrant
Shares (or equivalent shares of Common Stock underlying the Warrant Shares) quoted in the over-the-counter market in which the
Warrant Shares (or equivalent shares of Common Stock underlying the Warrant Shares) are traded or the closing price quoted on
any exchange or electronic securities market on which the Warrant Shares (or equivalent shares of Common Stock underlying the
Warrants) are listed, whichever is applicable, as published in The Wall Street Journal for the thirty (30) trading days
prior to the date of determination of fair market value (or such shorter period of time during which such Warrant Shares were
traded over-the-counter or on such exchange). In the event that this Warrant is exercised pursuant to this Section 4 in connection
with the Company’s Initial Public Offering, the fair market value per Warrant Share shall be the product of (a) the per
share offering price to the public of the Company’s Initial Public Offering, and (b) the number of shares of Common Stock
into which each Warrant Share is convertible at the time of such exercise or, if the Warrant Shares are shares of Common Stock,
one. If the Warrant Shares are not traded on the over-the-counter market, an exchange or an electronic securities market, the
fair market value shall be the price per Warrant Share that the Company could obtain from a willing buyer for Warrant Shares sold
by the Company from authorized but unissued Warrant Shares, as such prices shall be determined in good faith by the Company’s
Board of Directors.


 


5. Covenants
of the Company.


 


(a) Notices
of Record Date. In the event of any taking by the Company of a record of the holders of any class of securities for the purpose
of determining the holders thereof who are entitled to receive any dividend (other than a cash dividend which is the same as cash
dividends paid in previous quarters or a stock dividend) or other distribution, the Company shall mail to the Holder, at least
ten (10) days prior to such record date, a notice specifying the date on which any such record is to be taken for the purpose
of such dividend or distribution.


 


(b) Covenants
as to Exercise Shares. The Company covenants and agrees that all Warrant Shares that may be issued upon the exercise of the
rights represented by this Warrant will, upon issuance in accordance with the terms hereof, be validly issued and outstanding,
fully paid and nonassessable, and free from all taxes, liens and charges with respect to the issuance thereof The Company further
covenants and agrees that the Company will at all times during the Exercise Period have authorized and reserved, free from preemptive
rights, a sufficient number of shares of its Preferred Stock and Common Stock to provide for the exercise of the rights represented
by this Warrant. If at any time during the Exercise Period the number of authorized but unissued shares of Preferred Stock and
Common Stock shall not be sufficient to permit exercise of this Warrant, the Company will take such corporate action as may, in
the opinion of its counsel, be necessary to increase its authorized but unissued shares of Preferred Stock and Common Stock to
such number of shares as shall be sufficient for such purposes.


 




    3


     


    

  


6. Adjustment
of Exercise Price and Number of Warrant Shares. The number and kind of Warrant Shares purchasable upon exercise of this Warrant
and the Exercise Price shall be subject to adjustment from time to time as follows:


 


(a) Subdivisions,
Combinations and Other Issuances. If the Company shall at any time after the issuance but prior to the expiration of this
Warrant subdivide its Preferred Stock, by split-up or otherwise, or combine its Preferred Stock, or issue additional shares of
its Preferred Stock or Common Stock as a dividend with respect to any shares of its Preferred Stock, the number of Warrant Shares
issuable on the exercise of this Warrant shall forthwith be proportionately increased in the case of a subdivision or stock dividend,
or proportionately decreased in the case of a combination. Appropriate adjustments shall also be made to the Exercise Price payable
per share, but the aggregate Exercise Price payable for the total number of Warrant Shares purchasable under this Warrant (as
adjusted) shall remain the same. Any adjustment under this Section 6(a) shall become effective at the close of business on the
date the subdivision or combination becomes effective, or as of the record date of such dividend, or in the event that no record
date is fixed, upon the making of such dividend.


 


(b) Reclassification,
Reorganization and Consolidation. In case of any reclassification, capital reorganization or change in the capital stock of
the Company (other than as a result of a subdivision, combination or stock dividend provided for in Section 6(a) above), then,
as a condition of such reclassification, reorganization or change, lawful provision shall be made, and duly executed documents
evidencing the same from the Company or its successor shall be delivered to the Holder, so that the Holder shall have the right
at any time prior to the expiration of this Warrant to purchase, at a total price equal to that payable upon the exercise of this
Warrant, the kind and amount of shares of stock and other securities or property receivable in connection with such reclassification,
reorganization or change by a holder of the same number and type of securities as were purchasable as Warrant Shares by the Holder
immediately prior to such reclassification, reorganization or change. In any such case appropriate provisions shall be made with
respect to the rights and interest of the Holder so that the provisions hereof shall thereafter be applicable with respect to
any shares of stock or other securities or property deliverable upon exercise hereof, and appropriate adjustments shall be made
to the Exercise Price per Warrant Share payable hereunder, provided the aggregate Exercise Price shall remain the same.


 


(c) Notice
of Adjustment. When any adjustment is required to be made in the number or kind of shares purchasable upon exercise of the
Warrant, or in the Exercise Price, the Company shall promptly notify the Holder of such event and of the number of Warrant Shares
or other securities or property thereafter purchasable upon exercise of this Warrant.


 


7. No
Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise
of this Warrant, but in lieu of such fractional shares the Company shall make a cash payment therefor on the basis of the Exercise
Price then in effect.


 




    4


     


    

  


8. No
Stockholder Rights. Prior to exercise of this Warrant, the Holder shall not be entitled to any rights of a stockholder with
respect to the Warrant Shares, including (without limitation) the right to vote such Warrant Shares, receive dividends or other
distributions thereon, exercise preemptive rights or be notified of stockholder meetings, and except as otherwise provided in
this Warrant or the Purchase Agreement, such Holder shall not be entitled to any stockholder notice or other communication concerning
the business or affairs of the Company.


 


9. Governing
Law. This Warrant shall be governed by and construed under the laws of the State of California as applied to agreements among
California residents, made and to be performed entirely within the State of California.


 


10. Successors
and Assigns. The terms and provisions of this Warrant and the Purchase Agreement shall inure to the benefit of, and be binding
upon, the Company and the holders hereof and their respective successors and assigns.


 


11. Titles
and Subtitles. The titles and subtitles used in this Warrant are used for convenience only and are not to be considered in
construing or interpreting this Warrant.


 


12. Notices.
All notices and other communications given or made pursuant hereto shall be in writing and shall be deemed effectively given:
(a) upon personal delivery to

the party to be notified, (b) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the
recipient, and if not so confirmed, then on the next business day, (c) five (5) days after having been sent by registered or certified
mail, return receipt requested, postage prepaid, or (d) one (1) day after deposit with a nationally recognized overnight courier,
specifying next day delivery, with written verification of receipt. All communications shall be sent to the respective parties
at the following addresses (or at such other addresses as shall be specified by notice given in accordance with this Section 12):


 


If
to the Company:


 


COULOMB
TECHNOLOGIES, INC.


1692
Dell Avenue


Campbell,
CA 95008-6901


Attention:
Chief Financial Officer


 


If
to Holders:


 


At
the addresses shown on the signature pages hereto.


 


13. Assumption
of Warrant. If at any time while this Warrant, or any portion thereof, is outstanding and unexpired there shall be a Corporate
Transaction, then, as a part of such transaction, lawful provision shall be made so that the Holder shall thereafter be entitled
to receive upon exercise of this Warrant, during the period specified herein and upon payment of the Exercise Price then in effect,
the number of shares of stock or other securities or property of the successor corporation resulting from the Corporate Transaction
which a holder of the shares deliverable upon exercise of this Warrant would have been entitled to receive in such Corporate Transaction
if this Warrant had been exercised immediately before such Corporate Transaction, all subject to further adjustment as provided
in this Section 13; and, in any such case, appropriate adjustment (as determined by the Company’s Board of Directors) shall
be made in the application of the provisions herein set forth with respect to the rights and interests thereafter of the Holder
to the end that the provisions set forth herein (including provisions with respect to changes in and other adjustments of the
number of Warrant Shares the Holder is entitled to purchase) shall thereafter be applicable, as nearly as possible, in relation
to any shares of Preferred Stock or other securities or other property thereafter deliverable upon the exercise of this Warrant.


 




    5


     


    

  


14. Amendments
and Waivers; Resolutions of Dispute; Notice. The amendment or waiver of any term of this Warrant, the resolution of any controversy
or claim arising out of or relating to this Warrant and the provision of notice shall be conducted pursuant to the terms of the
Purchase Agreement.


 


15. Severability.
If any provision of this Warrant is held to be unenforceable under applicable law, such provision shall be excluded from this
Warrant and the balance of the Warrant shall be interpreted as if such provision were so excluded and shall be enforceable in
accordance with its terms.


 




    6


     


    

  


IN
WITNESS WHEREOF, the parties have executed this Warrant as of the date first written above.


 


	 	COULOMB TECHNOLOGIES, INC.
	 	 	 
	 	By:	 
	 	 	Pasquale
    Romano
	 	 	President
    and Chief Executive Officer


 


	ACKNOWLEDGED AND AGREED:	 
	 	 	 
	HOLDER	 
	 	 	 
	[   ]	 
	 	 	 
	By:	       	 
	Print
    Name:  	 	 
	Title:	 	 


 









     


     


    

 


NOTICE
OF EXERCISE


 


COULOMB
TECHNOLOGIES, INC.


Attention:
Corporate Secretary


 


The
undersigned hereby elects to purchase, pursuant to the provisions of the Warrant, as follows:


 


		☐	_____________
                                         shares of Preferred Stock pursuant to the terms of the attached Warrant, and tenders
                                         herewith payment in cash of the Exercise Price of such Warrant Shares in full, together
                                         with all applicable transfer taxes, if any.



 


		☐	Net
                                         Exercise the attached Warrant with respect to __________ Warrant Shares.



 


The
undersigned hereby represents and warrants that Representations and Warranties in Section 6 of the Purchase Agreement are
true and correct as of the date hereof.


 


	 	 	 	HOLDER:
	 	 	 	 	 
	Date:	 	 	By:	                     



 


		Address: 	 
	 	 	 
	 	 	 


 


	Name
    in which shares should be registered:	 
	 	 
	 	 


 






     


     


    

 





ASSIGNMENT
FORM


 


(To
assign the foregoing Warrant, execute


this form and supply required information.


Do not use this form to purchase shares.)


 


For
Value Received, the foregoing Warrant and
all rights evidenced thereby are hereby assigned to


 


	Name:	 
	 	(Please
    Print)
	 	 
	Address:	 
	 	(Please
    Print)


 


Dated:
_________________


 


	Holder’s	 	 
	Signature:	 	 
	 	 	 
	Holder’s	 	 
	Address:	 	 


 


NOTE:
The signature to this Assignment Form must correspond with the name as it appears on the face of the Warrant. Officers of corporations
and those acting in a fiduciary or other representative capacity should provide proper evidence of authority to assign the foregoing
Warrant.