Form of Amendment to Stock Warrant



 Exhibit 4.5 
 AMENDMENT TO 
 FULCRUM BIOENERGY, INC. STOCK WARRANT 

This AMENDMENT TO STOCK WARRANT (“Amendment”) is made and entered into as of March 29, 2012, by and between
Fulcrum BioEnergy, Inc., a Delaware corporation, as borrower (the “Company”) and
                                    
(“Holder”). Capitalized terms used herein and not otherwise defined herein have the meanings assigned to them in the Stock Warrant defined below. 
 RECITALS 
 WHEREAS, Holder is the Registered Holder of
Warrant No. PS-__, issued by the Company on November 16, 2011 (the “Stock Warrant”); 
 WHEREAS,
subject to the terms and conditions of the Stock Warrant, the parties hereto wish to amend the Stock Warrant as provided in this Amendment; 
 WHEREAS, Holders of at least eighty percent (80%) of the shares of the Series C-2 Preferred Stock issuable upon exercise of outstanding warrants purchased pursuant to the Purchase Agreement
are executing an amendment to the Stock Warrant held by such holders in substantially the form of this Amendment (the “Other Holder Amendments”) and Holder hereby consents to the amendment of the terms of the Other Holder Amendments
by its execution of this Amendment; and 
 NOW, THEREFORE, in consideration of the covenants made hereunder, and other
good and valuable consideration, the receipt and legal sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows: 
  

	 	1.	Amendment to Stock Warrant. 

 (a) Section 2(a)(iii). Section 2(a)(iii) of the Stock Warrant is hereby amended and restated by replacing such Section in its entirety with the following: 

“(iii) immediately prior to the closing of a Qualified IPO (as defined in the Certificate of Incorporation) (a “Qualified
IPO”).” 
 (b) Section 2(b)(ii). Section 2(b)(ii) of the Stock Warrant is hereby amended
and restated by replacing such Section in its entirety with the following: 
 “(ii) in the event this Warrant is
automatically exercised upon the occurrence of a Qualified IPO that is completed: 
 (A) on or prior to August
14, 2012, this Warrant shall be exercised for that number of shares of Common Stock of the Company set forth opposite the Registered Holder’s name on Exhibit A hereto; or 







 (B) after August 14, 2012 and on or prior to December 31, 2012,
if (x) the pre-money equity valuation of the Company implied by the lowest price in the price per share range set forth on the cover of the preliminary prospectus used in connection with such Qualified IPO (the “Pre-Money Equity
Valuation”) is equal to or greater than $325 million, this Warrant shall be exercised for that number of shares of Common Stock of the Company set forth opposite the Registered Holder’s name on Exhibit A hereto, or if
(y) the Pre-Money Valuation is less than $325 million, this Warrant shall be exercised for that number of shares of Common Stock of the Company, if any, set forth opposite the Registered Holder’s name on Exhibit B hereto and
under the “Implied Pre-Money Equity Valuation” column that sets forth a valuation closest to the Pre-Money Equity Valuation; or 
 (C) after December 31, 2012, this Warrant shall be exercised for that number of shares of Common Stock of the Company, if any, set forth opposite the Registered Holder’s name on Exhibit B
hereto and under the “Implied Pre-Money Equity Valuation” column that sets forth a valuation closest to the Pre-Money Equity Valuation.” 
 (c) Section 4(b). Section 4(b) of the Stock Warrant is hereby amended and restated by replacing such Section in its entirety with the following: 

“(b) the closing of a Qualified IPO, or” 
 2. Effect of Amendment. Except to the extent expressly modified by this Amendment, the Stock Warrant shall remain in full force and effect in all respects. 

3. Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same document. 
 [Signature Page Follows] 







 IN WITNESS WHEREOF, the Company and the Holder have executed this Amendment as of the date
first set forth above. 
  

			
	 THE COMPANY:
  

FULCRUM BIOENERGY, INC.

		
	By:	 	 
		 	(Signature)


  

			
	Name:	 	 
	Title:	 	 


  

			
	 ACCEPTED AND AGREED:
  

THE HOLDER:

		
	By:	 	 
		 	(Signature)

  

			
	Name:	 	 
	Title:	 	 








 EXHIBIT A 

 

					
	 Registered Holder
	  	Number of Shares	 
	 USRG Holdco 3D, LLC
	  	 	4,197,185	  
	 Rusheen Capital Partners, LLC
	  	 	167,887	  
	 WM Organic Growth, Inc.
	  	 	4,197,185	  








 EXHIBIT B 

 

																																									
	 Implied Pre-Money Equity
Valuation (in millions):
	  	$200	 	  	$210	 	  	$220	 	  	$230	 	  	$240	 	  	$250	 	  	$260	 	  	$270	 	  	$280	 	  	$290	 
		
	 Registered Holder:
	  	Number of Shares:	 
	 USRG Holdco 3D, LLC
	  	 	19,790,830	  	  	 	16,917,980	  	  	 	14,532,054	  	  	 	12,518,928	  	  	 	10,797,560	  	  	 	9,308,809	  	  	 	8,008,508	  	  	 	6,863,004	  	  	 	5,846,209	  	  	 	4,937,583	  
	 Rusheen Capital Partners, LLC
	  	 	791,632	  	  	 	676,718	  	  	 	581,281	  	  	 	500,756	  	  	 	431,902	  	  	 	372,352	  	  	 	320,340	  	  	 	274,520	  	  	 	233,848	  	  	 	197,503	  
	 WM Organic Growth, Inc.
	  	 	19,790,830	  	  	 	16,917,980	  	  	 	14,532,054	  	  	 	12,518,928	  	  	 	10,797,560	  	  	 	9,308,809	  	  	 	8,008,508	  	  	 	6,863,004	  	  	 	5,846,209	  	  	 	4,937,583	  


																																					
										
	 Implied Pre-Money
 Equity Valuation (in millions):
	  	$300	 	  	$310	 	  	$320	 	  	$330	 	  	$340	 	  	$350	 	  	$360	 	  	$370	 	  	$372.6	 
		
	 Registered Holder:
	  	Number of Shares:	 
	 USRG Holdco 3D, LLC
	  	 	4,120,738	  	  	 	3,382,436	  	  	 	2,711,867	  	  	 	2,100,121	  	  	 	1,539,782	  	  	 	1,024,631	  	  	 	549,415	  	  	 	109,662	  	  	 	—  	  
	 Rusheen Capital Partners, LLC
	  	 	164,829	  	  	 	135,297	  	  	 	108,475	  	  	 	84,005	  	  	 	61,591	  	  	 	40,985	  	  	 	21,977	  	  	 	4,387	  	  	 	—  	  
	 WM Organic Growth, Inc.
	  	 	4,120,738	  	  	 	3,382,436	  	  	 	2,711,867	  	  	 	2,100,121	  	  	 	1,539,782	  	  	 	1,024,631	  	  	 	549,415	  	  	 	109,662	  	  	 	—