ex_4-5.htm


    
      
        

        

      

      EXHIBIT 4.5

       

       

      NEITHER
THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON THE EXERCISE OF THESE
SECURITIES HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES
ACT”), OR ANY STATE SECURITIES LAWS.  THE SECURITIES
REPRESENTED HEREBY MAY NOT BE EXERCISED, OFFERED, SOLD, TRANSFERRED, PLEDGED,
HYPOTHECATED OR OTHERWISE ASSIGNED (EACH A “TRANSFER”)
EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSFER NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND (B) TO THE EXTENT THE
TRANSFER DOES NOT CONSTITUTE AND WILL NOT RESULT IN A VIOLATION OF APPLICABLE
FEDERAL OR STATE SECURITIES LAWS, AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO
THE TRANSFEROR TO SUCH EFFECT (TO THE EXTENT REQUESTED BY COUNSEL OF THE
COMPANY), THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE
COMPANY.  THE HOLDER HEREOF AGREES THAT IT WILL DELIVER, OR CAUSE TO
BE DELIVERED, TO EACH PERSON TO WHOM THE SECURITIES HEREBY REPRESENTED ARE
TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS
LEGEND.  THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF
THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT
SECURED BY SUCH SECURITIES.

       

      


      STOCK
PURCHASE WARRANT

      


      BALQON
CORPORATION

       

       

      
      

       

      
        	Warrant No. O-[__]	
                Original Issue Date:
      October 24, 2008

              


      

       

      


      THIS
CERTIFIES that, for value received, __________________ (the “Holder”), is
entitled, upon the terms and subject to the conditions hereinafter set forth, to
subscribe for and purchase, from BALQON CORPORATION, a California corporation
(the “Company”), at any
time immediately after the Closing of the Merger Agreement (as those terms are
defined in the Securities Purchase Agreement) upon the terms and subject to the
conditions set forth herein, from the Company, ________ shares of Common Stock
of the Company.  The Exercise Price of one share of Common Stock under
this Warrant shall be $1.50, subject to adjustment as provided
herein.  If the purchase rights represented by this Warrant are not
exercised before the close of business on the day preceding the third
anniversary of the date of this Warrant, this Warrant shall be
void.  The term “Warrant” as used
herein shall include this Warrant, which is one of a series of warrants issued
in connection with the sale by the Company of shares of its Common Stock and
Warrants pursuant to the terms and conditions contained in that certain
Securities Purchase Agreement of even date herewith (the “Securities Purchase
Agreement”).  Capitalized terms not otherwise defined herein
shall have the meanings ascribed to them as set forth in the Securities Purchase
Agreement.

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

      1.        
   Title of
Warrant.  Prior to the expiration hereof and subject to
compliance with applicable laws, this Warrant and all rights hereunder are
transferable, in whole or in part, at the office or agency of the Company,
referred to in Section 2
hereof, by the holder hereof in person or by duly authorized attorney, upon
surrender of this Warrant together with the Assignment Form annexed hereto
properly endorsed.

       

      2.         
  Exercise
of Warrant.

       

      (a)           The
purchase rights represented by this Warrant are exercisable by the Holder by the
surrender of this Warrant and the Notice of Exercise annexed hereto duly
completed and executed on behalf of the Holder, at the office of the Company (or
such other office or agency of the Company as it may designate by notice in
writing to the Holder at the address of the Holder appearing on the books of the
Company), upon payment in cash, certified check or wire transfer of funds, of
the aggregate Exercise Price for that number of Warrant Shares then being
purchased.

       

      (b)           This
Warrant shall be deemed to have been exercised immediately prior to the close of
business on the date of its surrender for exercise as provided above, and the
person entitled to receive the shares of Common Stock issuable upon such
exercise shall be treated for all purposes as the holder of record of such
shares as of the close of business on such date.  As promptly as
practicable on or after such date and in any event within ten (10) days
thereafter, the Company at its expense shall issue and deliver to the person or
persons entitled to receive the same a certificate or certificates for the
number of shares issuable upon such exercise.  In the event that this
Warrant is exercised in part, the Company at its expense will execute and
deliver a new Warrant of like tenor exercisable for the number of shares for
which this Warrant may then be exercised.  Each exercise hereof shall
constitute the reaffirmation by the holder hereof that the representations and
warranties contained in Section 3.2 of
the Stock Purchase Agreement are true and correct in all material respects with
respect to the Holder of the Warrant as of the time of such
exercise.

       

      3.         
  No
Fractional Shares or Scrip.  No fractional shares or scrip
representing fractional shares shall be issued upon the exercise of this
Warrant.  With respect to any fraction of a share called for upon the
exercise of this Warrant, an amount equal to such fraction multiplied by the
then current price at which each share may be purchased hereunder shall be paid
in cash to the holder of this Warrant.

       

      4.       
    Charges, Taxes and
Expenses.  Issuance of certificates for shares of Common Stock
upon the exercise of this Warrant shall be made without charge to the holder
hereof for any issue or transfer tax or other incidental expense in respect of
the issuance of such certificate, all of which taxes and expenses shall be paid
by the Company, and such certificates shall be issued in the name of the holder
of this Warrant or in such name or names as may be directed by the holder of
this Warrant; provided, however, that in the event certificates for shares of
Common Stock are to be issued in a name other than the name of the holder of
this Warrant, this Warrant when surrendered for exercise shall be accompanied by
the Assignment Form attached hereto duly executed by the holder hereof; and
provided further, that upon any transfer involved in the issuance or delivery of
any certificates for shares of Common Stock, the Company may require, as a
condition thereto, the payment of a sum sufficient to reimburse it for any
transfer tax incidental thereto.  The Holder of the Warrant shall be
responsible for income taxes due under federal, state, or other law, if any, if
any such tax is due.

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      5.         
  No Rights
as Stockholders.  This Warrant does not entitle the holder
hereof to any voting rights or other rights as a stockholder of the Company
prior to the exercise thereof.  Nothing in this Warrant shall be
construed to give any person, firm or corporation (other than the Company and
the Holder of this Warrant) any legal or equitable right, remedy or claim, it
being agreed that this Warrant shall be for the sole and exclusive benefit of
the Company and the Holder of this Warrant.

       

      6.        
   Exchange and Registry of
Warrant.  This Warrant is exchangeable, upon the surrender
hereof by the registered holder at the above-mentioned office or agency of the
Company, for a new Warrant of like tenor and dated as of such
exchange.  The Company shall maintain at the above-mentioned office or
agency a registry showing the name and address of the registered holder of this
Warrant.  This Warrant may be surrendered for exchange, transfer or
exercise, in accordance with its terms, at such office or agency of the Company,
and the Company shall be entitled to rely in all respects, prior to written
notice to the contrary, upon such registry.

       

      7.       
    Loss, Theft, Destruction or
Mutilation of Warrant.  Upon receipt by the Company of evidence
reasonably satisfactory to it of the loss, theft, destruction or mutilation of
this Warrant, and in case of loss, theft or destruction, of indemnity or
security reasonably satisfactory to it, and upon reimbursement to the Company of
all reasonable expenses incidental thereto, and upon surrender and cancellation
of this Warrant, if mutilated, the Company will make and deliver a new Warrant
of like tenor and dated as of such cancellation, in lieu of this
Warrant.

       

      8.          
 Saturdays,
Sundays, Holidays, etc.  If the last or appointed day for the
taking of any action or the expiration of any right required or granted herein
shall be a Saturday or a Sunday or shall be a legal holiday, then such action
may be taken or such right may be exercised on the next succeeding day not a
legal holiday.

       

      9.        
   Transferability and
Nonnegotiability of Warrant.  This Warrant may not be
transferred or assigned in whole or in part without compliance with all
applicable federal and state securities laws by the transferor and the
transferee (including the delivery of investment representation letters and
legal opinions reasonably satisfactory to the Company, if such are requested by
the Company).  Subject to the provisions of this Warrant with respect
to compliance with the Securities Act, title to this Warrant may be transferred
by endorsement (by the Holder executing the Assignment Form annexed hereto) and
delivery in the same manner as a negotiable instrument transferable by
endorsement and delivery.

       

      10.           Compliance With Securities
Laws.

       

      (a)           The
Holder of this Warrant represents and warrants that this Warrant and the shares
of Common Stock to be issued upon exercise hereof are being acquired solely for
the Holder’s own account and not as a nominee for any other party, and for
investment, and that the Holder will not offer, sell or otherwise dispose of
this Warrant or any shares of Common Stock to be issued upon exercise hereof
except under circumstances that will not result in a violation of the Securities
Act or any state securities laws.  Upon exercise of this Warrant, the
Holder shall, if requested by the Company, confirm in writing, in a form
satisfactory to the Company, that the shares of Common Stock so purchased are
being acquired solely for the Holder’s own account and not as a nominee for any
other party, for investment, and not with a view toward distribution or
resale.

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      (b)           This
Warrant and all shares of Common Stock issued upon exercise hereof shall be
stamped or imprinted with a legend in substantially the following form (in
addition to any legend required by state securities laws):

       

      NEITHER
THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON THE EXERCISE OF THESE
SECURITIES HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES
ACT”), OR ANY STATE SECURITIES LAWS.  THE SECURITIES
REPRESENTED HEREBY MAY NOT BE EXERCISED, OFFERED, SOLD, TRANSFERRED, PLEDGED,
HYPOTHECATED OR OTHERWISE ASSIGNED (EACH A “TRANSFER”) EXCEPT (A)
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR
PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSFER NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND (B) TO THE EXTENT THE
TRANSFER DOES NOT CONSTITUTE AND WILL NOT RESULT IN A VIOLATION OF APPLICABLE
FEDERAL OR STATE SECURITIES LAWS, AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO
THE TRANSFEROR TO SUCH EFFECT (TO THE EXTENT REQUESTED BY COUNSEL OF THE
COMPANY), THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE
COMPANY.  THE HOLDER HEREOF AGREES THAT IT WILL DELIVER, OR CAUSE TO
BE DELIVERED, TO EACH PERSON TO WHOM THE SECURITIES HEREBY REPRESENTED ARE
TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS
LEGEND.  THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF
THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT
SECURED BY SUCH SECURITIES.

       

      11.           Early Termination and
Reclassification.

       

      (a)           Merger, Sale of Assets,
etc.  If all or any portion of this Warrant is exercised
subsequent to a merger (including pursuant to the Merger Agreement),
consolidation, exchange of shares, reorganization, or other similar event
(“Change in
Control”) occurring after the date hereof, as a result of which shares
shall be changed into cash, other property, or the same or a different number of
shares of the same or another class or classes of securities of the Company or
another entity, the Holder exercising this Warrant shall receive, for the
exercise price, the aggregate amount of cash or other property and the aggregate
number of shares and class of securities which the Holder would have received if
this Warrant was exercised immediately before the Change in
Control.  If an adjustment under this section would create a
fractional share or a right to acquire a fractional share, the fractional share
will be rounded up to, and issued as, a whole share.  If, pursuant to
a Change of Control event, the shares shall be exchanged solely for cash (in
such case, a “Triggering Event”),
then the Company shall give the Holder written notice describing the material
terms and conditions of such impending transaction not later than ten (10) days
prior to the stockholders’ meeting called to approve such transaction (or such
longer period if required by the General Corporation Law of the State of
California), or ten (10) days prior to the closing of such transaction (or such
longer period if required by the General Corporation Law of the State of
California), whichever is earlier, and shall also notify the holder of this
Warrant of the final approval of such transaction.

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      (b)           Reclassification,
etc.  If the Company at any time shall, by subdivision,
combination or reclassification of securities or otherwise, change any of the
securities to which purchase rights under this Warrant exist into the same or a
different number of securities of any class or classes, this Warrant shall
thereafter be to acquire such number and kind of securities as would have been
issuable as the result of such change with respect to the securities which were
subject to the purchase rights under this Warrant immediately prior to such
subdivision, combination, reclassification or other change.  If shares
of the Company’s Common Stock are subdivided or combined into a greater or
smaller number of shares of Common Stock, the purchase price under this Warrant
shall be proportionately reduced in case of subdivision of shares or
proportionately increased in the case of combination of shares and the number of
shares of Common Stock purchasable under this Warrant shall be proportionally
increased in the case of a subdivision and decreased in the case of combination,
in all cases by the ratio which the total number of shares of Common Stock to be
outstanding immediately after such event bears to the total number of shares of
Common Stock outstanding immediately prior to such event.

       

      (c)           Cash
Distributions.  No adjustment on account of cash dividends or
interest on the Company’s Common Stock or other securities purchasable hereunder
will be made to the purchase price under this Warrant .

       

      (d)           Authorized
Shares.  The Company covenants that during the period the
Warrant is outstanding, it will reserve from its authorized and unissued Common
Stock a sufficient number of shares to provide for the issuance of Common Stock
upon the exercise of any purchase rights under this Warrant.  The
Company further covenants that its issuance of this Warrant shall constitute
full authority to its officers who are charged with the duty of executing stock
certificates to execute and issue the necessary certificates for shares of the
Company’s Common Stock upon the exercise of the purchase rights under this
Warrant.

       

      12.           Miscellaneous.

       

      (a)           Issue
Date.  The provisions of this Warrant shall be construed and
shall be given effect in all respect as if it had been issued and delivered by
the Company on the date hereof.  This Warrant shall be binding upon
any successors or assigns of the Company.  This Warrant shall
constitute a contract under the laws of the State of California and for all
purposes shall be construed in accordance with and governed by the laws of said
state.

       

      (b)           Restrictions.  The
holder hereof acknowledges that the Common Stock acquired upon the exercise of
this Warrant may have restrictions upon its resale imposed by state and federal
securities laws.

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      (c)           Waivers and
Amendments.  Any term of this Warrant may be amended with the
written consent of the Company and the holders of Warrants representing not less
than a majority of the shares of Common Stock issued pursuant to the Securities
Purchase Agreement, even without the consent of the Holder.  Any
amendment effected in accordance with this Section shall be binding upon each
holder of any of the Warrants issued pursuant to the Securities Purchase
Agreement, each future holder of all such Warrants, and the Company; provided,
however, that such amendment must apply to all such holders equally and ratably
in accordance with the number of shares of Common Stock issuable upon exercise
of their Warrants.  The Company shall promptly give notice to all
holders of Warrants of any amendment effected in accordance with this Section 12.

       

      (d)           Notices.  Unless
otherwise provided, any notice required or permitted under this Warrant shall be
given in writing and shall be deemed effectively given as hereinafter described
(i) if given by personal delivery, then such notice shall be deemed given upon
such delivery, (ii) if given by telex, facsimile or e-mail, then such notice
shall be deemed given upon receipt of confirmation of complete transmittal,
(iii) if given by mail, then such notice shall be deemed given upon the earlier
of (A) receipt of such notice by the recipient or (B) three days after such
notice is deposited in first class mail, postage prepaid, and (iv) if given by
an internationally recognized overnight air courier, then such notice shall be
deemed given one business day after delivery to such carrier.  All
notices shall be addressed as follows: if to the Holder of the Warrant, at its
address as set forth in the Company’s books and records and, if to the Company,
at the address as follows, or at such other address as the Holder of the
Warrant, or the Company may designate by ten days’ advance written notice to the
other:

       

      If to the
Company:

       

      Balqon
Corporation

      1701 E.
Edinger Unit E-3

      Santa
Ana, California 92705

       

      (e)           Binding Agreement;
Assignment.  The terms and conditions of this Warrant shall
inure to the benefit of and be binding upon the respective successors and
permitted assigns of the parties.  Nothing in this Warrant, express or
implied, is intended to confer upon any third party any rights, remedies,
obligations, or liabilities under or by reason of this Warrant.  This
Warrant may not be assigned by Holder (other than to a Related Person) without
the prior written consent of the Company.  “Related Person” shall
mean with respect to any Holder (i) any affiliate of such person, (ii) any
investment fund, investment account or investment entity whose investment
manager, investment advisor or general partner, is such Holder or any affiliate
of such Holder or any member, partner, officer or employee of such Holder or any
affiliate of such Holder, (iii) any member or partner of any Holder specified in
clause (i) or (ii) above, and (iv) any officer or employee of any person
specified in clause (i), (ii) or (iii) above.

       

      (signature
page follows)

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      IN
WITNESS WHEREOF, BALQON CORPORATION has caused this Warrant to be executed by
its officers thereunto duly authorized.

       

      
        
          
            	 	BALQON
      CORPORATION	 
	 	 	 	 
	
                     

                  	
                    By:
      

                  	/s/ Balwinder
      Samra	 
	 	 	
                    Name:
      Balwinder Samra

                    Title: President

                  	 


          

        

         

      

      
        
          	Name
      of Holder:	
                   

                	 	 	
                   

                	 
	 	
                   

                	 	 	
                   

                	 
	(Signature)	
                   

                	 	 	
                   

                	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	Address: 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	Telephone: 	 	 	 	 	 
	Facsimile:  	 	 	 	 	 


        
                                                              

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      NOTICE OF
EXERCISE

       

      To:           BALQON
CORPORATION

       

      (1)           The
undersigned hereby elects to purchase ____________ shares of Common
Stock  of BALQON CORPORATION pursuant to the provisions of Section 2(a) of
the attached Warrant, and tenders herewith payment of the purchase price for
such shares in full.

       

      (2)           In
exercising this Warrant, the undersigned hereby confirms and acknowledges that
the shares of Common Stock to be issued upon exercise thereof are being acquired
solely for the account of the undersigned and not as a nominee for any other
party, and for investment, and that the undersigned will not offer, sell or
otherwise dispose of any such shares of Common Stock except under circumstances
that will not result in a violation of the Securities Act, or any applicable
state securities laws.

       

      (3)           In
exercising this Warrant, the undersigned hereby affirms that the representations
and warranties contained in Section 3.2 of
the Securities Purchase Agreement are true and correct in all material
respects.

       

      (4)           Please
issue a certificate or certificates representing said shares of Common Stock in
the name of the undersigned or in such other name as specified
below:

       

      
        
          
            	
                     

                  	 	 	
                     

                  	 
	
                     

                  	 	 	
                    (Name)

                  	 


          

           

        

        
          
            
              	
                       

                    	 	 	
                       

                    	 
	
                       

                    	 	 	
                      (Name)

                    	 


            

             

          

        

      

      (5)           Please
issue a new Warrant for the unexercised portion of the attached Warrant in the
name of the undersigned or in such other name as is specified
below:

      
         

        
          
            
              	
                       

                    	 	 	
                       

                    	 
	
                       

                    	 	 	
                      (Name)

                    	 


            

             

          

          
            
              
                	 	
                         

                      	 	 	
                         

                      	 
	Date	
                         

                      	 	 	
                        (Signature)

                      	 


              

               

              
                
                  
                  

                

                
                  8

                  
                    

                  

                

                
                  
                  

                

              

            

          

        

      

       

      ASSIGNMENT
FORM

       

      FOR VALUE
RECEIVED, the undersigned registered owner of this Warrant hereby sells, assigns
and transfers unto the Assignee named below all of the rights of the undersigned
under the within Warrant, with respect to the number of shares of Common Stock
set forth below:

       

      
        	
                
                  Name
      of Assignee

                

              	 	
                
                  Address

                

              	 	
                
                  No.
      of Shares

                

              
	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      


      

       

      and does
hereby irrevocable constitute and appoint _______________________ Attorney to
make such transfer on the books of BALQON CORPORATION, maintained for the
purpose, with full power of substitution in the premises.

       

      The
undersigned also represents that, by assignment hereof, the Assignee
acknowledges that this Warrant and the shares of Common Stock to be issued upon
exercise hereof or conversion thereof are being acquired for investment and that
the Assignee will not offer, sell or otherwise dispose of this Warrant or any
shares of Common Stock to be issued upon exercise hereof or conversion thereof
except under circumstances which will not result in a violation of the
Securities Act or any state securities laws.  Further, the Assignee
has acknowledged that upon exercise of this Warrant, the Assignee shall, if
requested by the Company, confirm in writing, in a form satisfactory to the
Company, that the shares of Common Stock so purchased are being acquired for
investment and not with a view toward distribution or resale.

       

      
         

        
          
            
              	Dated:	
                       

                    	 	 	
                       

                    	 
	 	
                       

                    	 	 	
                      
                        Signature
      of Holder

                      

                    	 


            

             

          

        

      

       

       

      9