Exhibit
4.5


 


THE
SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR IN ACCORDANCE WITH AN EXEMPTION FROM REGISTRATION UNDER THAT
ACT.


 


WARRANT
TO PURCHASE


SHARES
OF COMMON STOCK OF


CALETHOS,
INC.


 


This
certifies that Mireya Lange, or any party to whom this Warrant is assigned in accordance with its terms, is entitled to subscribe for
and purchase one hundred thousand (100,000) shares of the Common Stock of CalEthos, Inc., a Nevada corporation, on the terms and conditions
of this Warrant.


 


1.
Definitions. As used in this Warrant, the term:


 


1.1
“Business Day” means any day other than a Saturday, Sunday, or a day on which banking institutions in the State of
New York are authorized or obligated to be closed by law or by executive order.


 


1.2
“Common Stock” means the Common Stock, par value $.001 per share, of the Corporation.


 


1.3
“Corporation” means CalEthos, Inc., a Nevada corporation, or its successor.


 


1.4
“Expiration Date” means the third anniversary of the date on which the Common Stock is first traded on a national
securities exchange or the Canadian Stock Exchange.


 


1.5
“Holder” means Mireya Lange or any party to whom this Warrant is assigned in accordance with its terms.


 


1.6
“1933 Act” means the Securities Act of 1933, as amended.


 


1.7
“Warrant” means this Warrant and any warrants delivered in substitution or exchange for this Warrant in accordance
with the provisions of this Warrant.


 


1.8
“Warrant Price” means $1.87 per share of Common Stock, as such amount may be adjusted pursuant to Section 4 hereof.


 


2.
Exercise of Warrant.


 


(a)
At any time before the Expiration Date, the Holder may exercise the purchase rights represented by this Warrant, in whole or in part,
by surrendering this Warrant (with a duly executed subscription in the form attached) at the Corporation’s principal corporate
office (located on the date hereof in Tustin, California) and by paying the Corporation, by check payable to the Corporation, the aggregate
Warrant Price for the shares of Common Stock being purchased.


 




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(b)
In lieu of exercising this Warrant pursuant to Section 1(a) above, the Holder may elect to exercise this Warrant on a “cashless”
basis and to receive, without the payment by the Holder of any additional consideration, shares of Common Stock equal to the value of
this Warrant (or the portion thereof being cancelled) by surrender of this Warrant at the principal office of the Corporation (together
with a duly executed subscription in the form attached), in which event the Corporation shall issue to the Holder hereof a number of
shares of Common Stock computed using the following formula:


 


	 	X
    =	Y
    (A-B)	 
	 		A	 


 


Where:
X = The number of shares of Common Stock to be issued to the Holder pursuant to this net exercise;


 


Y
= The number of shares of Common Stock in respect of which the net issue election is made;


 


A
= The fair market value of one share of the Common Stock at the time the net issue election is made;


 


B
= The Warrant Price (as adjusted to the date of the net issuance).


 


For
purposes of this Warrant, the “fair market value” of one share of Common Stock as of a particular date shall be determined
as follows: (i) if traded on a securities exchange or through an interdealer quotation system such as the OTC Bulletin Board or the OTC
Markets (or any successor thereto), the value shall be deemed to be the average of the closing sale prices of the Common Stock on such
exchange or quotation system over the ten (10) day period ending three (3) days prior to the net exercise election; (ii) if traded over-the-counter,
the value shall be deemed to be the average of the closing sale price over the ten (10) day period ending three (3) days prior to the
net exercise. If there is no reported sale price for the Common Stock, the fair market value of the Common Stock shall be the value as
determined in good faith by the Board of Directors of the Corporation.


 


2.1
Delivery of Certificates. Within three (3) days after each exercise of the purchase rights represented by this Warrant, the Corporation
shall deliver a certificate for the shares of Common Stock so purchased to the Holder and, unless this Warrant has been fully exercised
or expired, a new Warrant representing the balance of the shares of Common Stock subject to this Warrant.


 


2.2
Effect of Exercise. The person entitled to receive the shares of Common Stock issuable upon any exercise of the purchase rights
represented by this Warrant shall be treated for all purposes as the holder of such shares of record as of the close of business on the
date of exercise.


 


2.3
Issue Taxes. The Corporation shall pay all issue and other taxes that may be payable in respect of any issue or delivery to the
Holder of shares of Common Stock upon exercise of this Warrant.


 


3.
Stock Fully Paid; Reservation of Shares. The Corporation covenants and agrees that all securities that it may issue upon the exercise
of the rights represented by this Warrant will, upon issuance, be fully paid and nonassessable and free from all taxes, liens and charges.
The Corporation further covenants and agrees that, during the period within which the Holder may exercise the rights represented by this
Warrant, the Corporation shall at all times have authorized and reserved for issuance enough shares of its Common Stock or other securities
for the full exercise of the rights represented by this Warrant. The Corporation shall not, by an amendment to its Articles of Incorporation
or through reorganization, consolidation, merger, dissolution, issue or sale of securities, sale of assets or any other voluntary action,
avoid or seek to avoid the observance or performance of any of the terms of this Warrant.


 




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4.
Adjustments. The Warrant Price and the number of shares of Common Stock that the Corporation must issue upon exercise of this
Warrant shall be subject to adjustment in accordance with Sections 4.1 through 4.3.


 


4.1
Adjustment to Warrant Price for Combinations or Subdivisions of Common Stock. If the Corporation at any time or from time to time
after the date on which the Warrant Price is fixed at a set amount in U.S. dollars (1) declares or pays, without consideration, any dividend
on the Common Stock payable in Common Stock; (2) creates any right to acquire Common Stock for no consideration; (3) subdivides the outstanding
shares of Common Stock (by stock split, reclassification or otherwise); or (4) combines or consolidates the outstanding shares of Common
Stock, by reclassification or otherwise, into a lesser number of shares of Common Stock, the Corporation shall proportionately increase
or decrease the Warrant Price, as appropriate.


 


4.2
Adjustments for Reclassification and Reorganization. If the Common Stock issuable upon exercise of this Warrant changes into shares
of any other class or classes of security or into any other property for any reason other than a subdivision or combination of shares
provided for in Section 4.1, including without limitation any reorganization, reclassification, merger or consolidation, the Corporation
shall take all steps necessary to give the Holder the right, by exercising this Warrant, to purchase the kind and amount of securities
or other property receivable upon any such change by the owner of the number of shares of Common Stock subject to this Warrant immediately
before the change.


 


4.3
Spin Offs. If the Corporation spins off any subsidiary by distributing to the Corporation’s shareholders as a dividend or
otherwise any stock or other securities of the subsidiary, the Corporation shall reserve until the Expiration Date enough of such shares
or other securities for delivery to the Holders upon any exercise of the rights represented by this Warrant to the same extent as if
the Holders owned of record all Common Stock or other securities subject to this Warrant on the record date for the distribution of the
subsidiary’s shares or other securities.


 


4.4
Certificates as to Adjustments. Upon each adjustment or readjustment required by this Section 4, the Corporation at its expense
shall promptly compute such adjustment or readjustment in accordance with this Section, cause independent public accountants selected
by the Corporation to verify such computation and prepare and furnish to the Holder a certificate setting forth such adjustment or readjustment
and showing in detail the facts upon which such adjustment or readjustment is based.


 


5.
Fractional Shares. The Corporation shall not issue any fractional shares in connection with any exercise of this Warrant. If any
fraction of a share would be issuable on the exercise of this Warrant (or specified portions thereof), the Corporation shall, at its
election, either purchase such fraction for an amount in cash equal to the same fraction of the Warrant Price of such share of Common
Stock on the date of exercise of this Warrant or round such fraction of a share up to one whole share.


 


6.
Dissolution or Liquidation. If the Corporation dissolves, liquidates or winds up its business before the exercise or expiration
of this Warrant, the Holder shall be entitled, upon exercising this Warrant, to receive in lieu of the shares of Common Stock or any
other securities receivable upon such exercise, the same kind and amount of assets as would have been issued, distributed or paid to
it upon any such dissolution, liquidation or winding up with respect to such shares of Common Stock or other securities, had the Holder
been the holder of record on the record date for the determination of those entitled to receive any such liquidating distribution or,
if no record is taken, upon the date of such liquidating distribution. If any such dissolution, liquidation or winding up results in
a cash distribution or distribution of property which the Corporation’s Board of Directors determines in good faith to have a cash
value in excess of the Warrant Price provided by this Warrant, then the Holder may, at its option, exercise this Warrant without paying
the aggregate Warrant Price and, in such case, the Corporation shall, in making settlement to Holder, deduct from the amount payable
to Holder an amount equal to such aggregate Warrant Price.


 




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7.
Transfer and Exchange.


 


7.1
Transfer. Subject to Section 7.3, the Holder may transfer all or part of this Warrant at any time on the books of the Corporation
at its principal office upon surrender of this Warrant, properly endorsed. Upon such surrender, the Corporation shall issue and deliver
to the transferee a new Warrant or Warrants representing the Warrants so transferred. Upon any partial transfer, the Corporation shall
issue and deliver to the Holder a new Warrant or Warrants with respect to the Warrants not so transferred.


 


7.2
Exchange. The Holder may exchange this Warrant at any time at the principal office of the Corporation for Warrants in such denominations
as the Holder may designate in writing. No such exchanges will increase the total number of shares of Common Stock or other securities
that are subject to this Warrant.


 


7.3
Securities Act of 1933. By accepting this Warrant, the Holder agrees that this Warrant and the shares of the Common Stock issuable
upon exercise of this Warrant may not be offered or sold except in compliance with the 1933 Act, and then only with the recipient’s
agreement to comply with this Section 7 with respect to any resale or other disposition of such securities. The Corporation may make
a notation on its records in order to implement such restriction on transferability.


 


8.
Loss or Mutilation. Upon the Corporation’s receipt of reasonably satisfactory evidence of the ownership and the loss, theft,
destruction or mutilation of this Warrant and (in the case of loss, theft or destruction) of a reasonably satisfactory indemnity or (in
the case of mutilation) upon surrender and cancellation of this Warrant, the Corporation shall execute and deliver a new Warrant to the
Holder.


 


9.
Successors. All the covenants and provisions of this Warrant shall bind and inure to the benefit of the Holder and the Corporation
and their respective successors and assigns.


 


10.
Notices. All notices and other communications given pursuant to this Warrant shall be in writing and shall be deemed to have been
given when personally delivered or when mailed by prepaid registered, certified or express mail, return receipt requested. Notices should
be addressed as follows:


 


(a)
If to Holder, then to the address of the Holder on file in the books and records of the Corporation.


 


(b)
If to the Corporation, then to:


 


CalEthos,
Inc.


11753
Willard Avenue


Tustin,
California 92782


	 	Attention:
    	Michael
    Campbell
	 		Chief
    Executive Officer


 


Such
addresses for notices may be changed by any party by notice to the other party pursuant to this Section 10.


 


11.
Amendment. This Warrant may be amended only by an instrument in writing signed by the Corporation and the Holder.


 


12.
Construction of Warrant. This Warrant shall be construed as a whole and in accordance with its fair meaning. A reference in this
Warrant to any section shall be deemed to include a reference to every section the number of which begins with the number of the section
to which reference is made. This Warrant has been negotiated by both parties and its language shall not be construed for or against any
party.


 


13.
Law Governing. This Warrant is executed, delivered and to be performed in the State of New York and shall be construed and enforced
in accordance with and governed by the New York law without regard to any conflicts of law or choice of forum provisions.


 




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Dated
as of September 15, 2021


 


	 	CALETHOS,
    INC.
	 	 	 
	 	By:	/s/Michael
    Campbell 
	 	Name:	Michael
    Campbell
	 	Title:	Chief
    Executive Officer


 




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SUBSCRIPTION
FORM


 


(To
be executed only upon exercise of Warrant)


 


The
undersigned Holder hereby irrevocably elects to exercise the attached Warrant and to purchase ____________ shares of Common Stock of
CalEthos, Inc. issuable upon the exercisable of such Warrant and requests that certificates for such shares of Common Stock be issued
in the name of:


 


_________________________________


(Please
type or print name and address)


 


_________________________________





_________________________________





_________________________________


(Social
Security or Taxpayer I.D. No.)


 


and
delivered to ___________________________________________________________________________________



________________________________________________________________________________________________


(Please
type or print name and address)


 


and,
if such number of shares of Common Stock shall not be all the shares of Common Stock evidenced by such Warrant, that a new Warrant for
the balance of such shares of Common Stock shall be registered in the name of, and delivered to, the Holder at the address stated below.
Capitalized terms used and not defined herein shall have the respective meaning ascribed to them in the attached Warrant.


 


In
full payment of the purchase price with respect to the shares of Common Stock exercised, the undersigned hereby [tenders payment
of $ ________ by check payable in United States currency to the order of CalEthos, Inc. pursuant to Section 2(a) of the attached Warrant][exercises
the attached Warrant with respect to _____ shares of Common Stock via means of cashless exercise pursuant to Section 2(b) of the attached
Warrant and instructs the Corporation to issue _____ shares of Common Stock to the Holder.]


 


	Dated:	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	(Address)
	 	 	 	 
	 	 	 	 
	 	 	 	(Social
    Security or Taxpayer I.D. No.)


 




    	 



     


    

 


ISSUE
OF A NEW WARRANT


 


(To
be executed only upon partial exercise,


exchange,
or partial transfer of Warrant)


 


Please
issue Warrants, each representing the right to purchase shares of Common Stock of CalEthos, Inc. to the registered holder.


 


	Dated:	 	 
	 	 	 
	 	 	
	 	 	(Signature
    of Registered Holder)


 




    	 



     


    

 


FORM
OF ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned registered Holder of this Warrant sells, assigns and transfers unto the Assignee named below all of the
rights of the undersigned under the Warrant, with respect to the number of shares of Common Stock set forth below (the “Transfer”):


 


	Name
    of Assignee  	 	Address
     	 	No.
    of Shares
	 	 	 	 	 
	 	 	 	 	 


 


The
undersigned irrevocably constitutes and appoints as the undersigned’s attorney-in-fact, with full power of substitution, to make
the transfer on the books of CalEthos, Inc.


 


	Dated:	 	 
	 	 	 
	 	 	
	 	 	(Signature)