Exhibit 4.10


 


ENERPULSE TECHNOLOGIES, INC. WARRANT
AGENCY AGREEMENT


 


WARRANT AGENCY AGREEMENT
(this “Warrant Agreement”) made as of April [__], 2014 (the “Issuance Date”), between Enerpulse Technologies,
Inc., a Nevada corporation, with offices at 2451 Alamo Ave SE, Albuquerque, New Mexico, 87106 (“Company”), and Securities
Transfer Corporation, with offices at 2591 Dallas Parkway, Suite 102, Frisco, TX 75034 (“Warrant Agent”).


 


WHEREAS, the Company
is engaged in a public offering (the “Offering”) of Common Stock and Warrants and, in connection therewith, has determined
to issue and deliver up to 5,000,000 Warrants (the “Warrants”) to the public investors, with each such Warrant evidencing
the right of the holder thereof to purchase one and one-half share of common stock, par value $0.001 per share, of the Company's
Common Stock (the “Common Stock”) for $1.20, subject to adjustment as described herein; and


 


WHEREAS,
the Company has filed with the Securities and Exchange Commission a Registration Statement, No. 333-191471 on
Form S-1 (as the same may be amended from time to time, the “Registration Statement”) for the registration, under the
Securities Act of 1933, as amended (the “Act”) of, among other securities, the Warrants and the Common Stock issuable
upon exercise of the Warrants (the “Warrant Shares”), and such Registration Statement was declared effective on April
24, 2014; and


 


WHEREAS, the Company
desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance,
registration, transfer, exchange and exercise of the Warrants; and


 


WHEREAS, the Company
desires to provide for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised, and the
respective rights, limitation of rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants; and


 


WHEREAS, all acts and
things have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company and countersigned
by or on behalf of the Warrant Agent, as provided herein, the valid, binding and legal obligations of the Company, and to authorize
the execution and delivery of this Warrant Agreement.


 


NOW, THEREFORE, in consideration of the
mutual agreements herein contained, the parties hereto agree as follows:


 


1.          Appointment
of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company for the Warrants, and the Warrant
Agent hereby accepts such appointment and agrees to perform the same in accordance with the terms and conditions set forth in this
Warrant Agreement.


 


2.           Warrants.


 


2.1          Form
of Warrant. Each Warrant shall be issued in registered form only, shall be in substantially the form of Exhibit A hereto,
the provisions of which are incorporated herein, and shall be signed by, or bear the facsimile signature of, the Chief Executive
Officer, President, Chief Financial Officer or Treasurer, Secretary or Assistant Secretary of the Company and shall bear a facsimile
of the Company’s seal. In the event the person whose facsimile signature has been placed upon any Warrant shall have ceased
to serve in the capacity in which such person signed the Warrant before such Warrant is issued, it may be issued with the same
effect as if he or she had not ceased to be such at the date of issuance. All of the Warrants shall initially be represented by
one or more book-entry certificates (each a “Book-Entry Warrant Certificate”).


 


2.2.         Effect
of Countersignature. Unless and until countersigned by the Warrant Agent pursuant to this Warrant Agreement, a Warrant shall
be invalid and of no effect and may not be exercised by the holder thereof.


 




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2.3.         Registration.


 


2.3.1.          Warrant
Register. The Warrant Agent shall maintain books (“Warrant Register”), for the registration of original issuance
and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and
register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions
delivered to the Warrant Agent by the Company. To the extent the Warrants are DTC eligible as of the Issuance Date, all of the
Warrants shall be represented by one or more Book-Entry Warrant Certificates deposited with the Depository Trust Company (the “Depository”)
and registered in the name of Cede & Co., a nominee of the Depository. Ownership of beneficial interests in the Book-Entry
Warrant Certificates shall be shown on, and the transfer of such ownership shall be effected through, records maintained (i) by
the Depository or its nominee for each Book-Entry Warrant Certificate; (ii) by institutions that have accounts with the Depository
(such institution, with respect to a Warrant in its account, a “Participant”); or (iii) directly on the book-entry
records of the Warrant Agent with respect only to owners of beneficial interests that represent such direct registration.



 


If the Warrants are
not DTC Eligible as of the Issuance Date or the Depository subsequently ceases to make its book-entry settlement system available
for the Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlement within
ten (10) days after the Depository ceases to make its book-entry settlement available. In the event that the Company does not make
alternative arrangements for book-entry settlement within ten (10) days or the Warrants are not eligible for, or it is no longer
necessary to have the Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depository
to deliver to the Warrant Agent for cancellation each Book-Entry Warrant Certificate, and the Company shall instruct the Warrant
Agent to deliver to the Depository definitive Warrant Certificates in physical form evidencing such Warrants. Such definitive Warrant
Certificates shall be in substantially the form annexed hereto as Exhibit A.


 


2.3.2.          Beneficial
Owner; Registered Holder. The term “beneficial owner” shall mean any person in whose name ownership of a beneficial
interest in the Warrants evidenced by a Book-Entry Warrant Certificate is recorded in the records maintained by the Depository
or its nominee. Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent may deem
and treat the person in whose name such Warrant shall be registered upon the Warrant Register (“registered holder”),
as the absolute owner of such Warrant and of each Warrant represented thereby (notwithstanding any notation of ownership or other
writing on the Warrant Certificate made by anyone other than the Company or the Warrant Agent), for the purpose of any exercise
thereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.


 


2.4           Uncertificated
Warrants. Notwithstanding the foregoing and anything else herein to the contrary, the Warrants may be issued in uncertificated
form.


 


3.           Terms
and Exercise of Warrants.


 


3.1.         Exercise
Price. Each Warrant shall, when countersigned by the Warrant Agent, entitle the registered holder thereof, subject to the provisions
of such Warrant and of this Warrant Agreement, to purchase from the Company the number of shares of Common Stock stated therein,
at the price of $1.20 per one and one-half share, subject to the subsequent adjustments provided in Section 4 hereof. The term
“Exercise Price” as used in this Warrant Agreement refers to the price per one and one-half share at which Common Stock
may be issued at the time a Warrant is exercised.


 


3.2.         Duration
of Warrants. A Warrant may be exercised only during the period (“Exercise Period”) commencing on the Issuance Date
and terminating at 5:00 P.M., New York City time on April 30, 2019 (“Expiration Date”). Each Warrant not exercised
on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Warrant
Agreement shall cease at the close of business on the Expiration Date.


 




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3.3.         Exercise
of Warrants.


 


3.3.1.          Exercise
and Payment. A registered holder may exercise a Warrant by delivering, not later than 5:00 P.M., New York time, on any business
day during the Exercise Period (the “Exercise Date”) to the Warrant Agent at its corporate trust department (i) the
Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants
to be exercised (the “Book-Entry Warrants”) shown on the records of the Depository to an account of the Warrant Agent
at the Depository designated for such purpose in writing by the Warrant Agent to the Depository from time to time, (ii) an election
to purchase the Warrant Shares underlying the Warrants to be exercised (“Election to Purchase”), properly completed
and executed by the registered holder on the reverse of the Warrant Certificate or, in the case of a Book-Entry Warrant Certificate,
properly delivered by the Participant in accordance with the Depository’s procedures, and (iii) the Exercise Price for each
Warrant to be exercised in lawful money of the United States of America by certified or official bank check or by bank wire transfer
in immediately available funds.


 


If any of (A) the Warrant Certificate or
the Book-Entry Warrants, (B) the Election to Purchase, or (C) the Exercise Price therefor, is received by the Warrant Agent after
5:00 P.M., New York time, on the specified Exercise Date, the Warrants will be deemed to be received and exercised on the business
day next succeeding the Exercise Date. If the date specified as the Exercise Date is not a business day, the Warrants will be deemed
to be received and exercised on the next succeeding day that is a business day. If the Warrants are received or deemed to be received
after the Expiration Date, the exercise thereof will be null and void and any funds delivered to the Warrant Agent will be returned
to the registered holder or Participant, as the case may be, as soon as practicable. In no event will interest accrue on funds
deposited with the Warrant Agent in respect of an exercise or attempted exercise of Warrants. The validity of any exercise of Warrants
will be determined by the Company in its sole discretion and such determination will be final and binding upon the registered holder
or Participant, as applicable, and the Warrant Agent. Neither the Company nor the Warrant Agent shall have any obligation to inform
a registered holder or the Participant, as applicable, of the invalidity of any exercise of Warrants.


 


The Warrant Agent shall
deposit all funds received by it in payment of the Exercise Price in the account of the Company maintained with the Warrant Agent
for such purpose and shall advise the Company via email or telephone at the end of each day on which funds for the exercise of
the Warrants are received of the amount so deposited to its account. The Warrant Agent shall promptly confirm by email or telephone
advice to the Company.


 


3.3.2.          Issuance
of Certificates. The Warrant Agent shall, by 3:00 P.M., Texas Time on the business day following the Exercise Date of any Warrant,
advise the Company or the transfer agent and registrar in respect of (a) the Warrant Shares issuable upon such exercise as to the
number of Warrants exercised in accordance with the terms and conditions of this Warrant Agreement, (b) the instructions of each
registered holder or Participant, as the case may be, with respect to delivery of the Warrant Shares issuable upon such exercise,
and the delivery of definitive Warrant Certificates, as appropriate, evidencing the balance, if any, of the Warrants remaining
after such exercise, (c) in case of a Book-Entry Warrant Certificate, the notation that shall be made to the records maintained
by the Depository, its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the balance,
if any, of the Warrants remaining after such exercise and (d) such other information as the Company or such transfer agent and
registrar shall reasonably require.


 


The Company shall,
by 5:00 P.M., New York time, on the third business day next succeeding the Exercise Date of any Warrant and the clearance of the
funds in payment of the Exercise Price, execute, issue and deliver to the Warrant Agent, the Warrant Shares to which such registered
holder or Participant, as the case may be, is entitled, in fully registered form, registered in such name or names as may be directed
by such registered holder or the Participant, as the case may be. Upon receipt of such Warrant Shares, the Warrant Agent shall,
by 5:00 P.M., New York time, on the third Business Day next succeeding such Exercise Date, transmit such Warrant Shares to or upon
the order of the registered holder or Participant, as the case may be.


 


In lieu of delivering
physical certificates representing the Warrant Shares issuable upon exercise, provided the Company’s transfer agent is participating
in the Depository’s Fast Automated Securities Transfer program, the Company shall use its reasonable best efforts to cause
its transfer agent to electronically transmit the Warrant Shares issuable upon exercise to the Depository by crediting the account
of the Depository or of the Participant through its Deposit Withdrawal Agent Commission system. The time periods for delivery described
in the immediately preceding paragraph shall apply to the electronic transmittals described herein.


 




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3.3.3.          Valid
Issuance. All shares of Common Stock issued upon the proper exercise of a Warrant in conformity with this Warrant Agreement
shall be validly issued, fully paid and nonassessable.


 


3.3.4.          No
Fractional Exercise. Warrants may be only be exercised such that a whole number of Warrant Shares is issuable upon exercise;
provided, however, that a holder may request the exercise of all of its remaining Warrants even if the aggregate number of Warrant
Shares issuable upon such exercise as calculated hereunder includes a fractional Warrant Share. No fractional Warrant Shares are
to be issued upon the exercise of Warrants, but rather the number of Warrant Shares to be issued shall be rounded up or down, as
applicable, to the nearest whole number. If fewer than all of the Warrants evidenced by a Warrant Certificate are exercised, a
new Warrant Certificate for the number of unexercised Warrants remaining shall be executed by the Company and countersigned by
the Warrant Agent as provided in Section 2 of this Warrant Agreement, and delivered to the holder of this Warrant Certificate at
the address specified on the books of the Warrant Agent or as otherwise specified by such registered holder. If fewer than all
the Warrants evidenced by a Book-Entry Warrant Certificate are exercised, a notation shall be made to the records maintained by
the Depository, its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the balance of
the Warrants remaining after such exercise.


 


3.3.5           No
Transfer Taxes. The Company shall not be required to pay any stamp or other tax or governmental charge required to be paid
in connection with any transfer involved in the issue of the Warrant Shares upon the exercise of Warrants; and in the event that
any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Shares until such tax or other
charge shall have been paid or it has been established to the Company’s satisfaction that no such tax or other charge is
due.


 


3.3.6           Date
of Issuance. Each person in whose name any such certificate for shares of Common Stock is issued shall for all purposes be
deemed to have become the holder of record of such shares on the date on which the Warrant was surrendered and payment of the Exercise
Price was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment
is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such
shares at the close of business on the next succeeding date on which the stock transfer books are open.


 


3.3.7           Cashless
Exercise Under Certain Circumstances.


 


(i)          The
Company shall provide to the registered holder prompt written notice of any time that the Company is unable to issue the Warrant
Shares via DTC transfer or otherwise (without restrictive legend), because (A) the Commission has issued a stop order with respect
to the Registration Statement, (B) the Commission otherwise has suspended or withdrawn the effectiveness of the Registration Statement,
either temporarily or permanently, (C) the Company has suspended or withdrawn the effectiveness of the Registration Statement,
either temporarily or permanently, or (D) otherwise (each a “Restrictive Legend Event”). To the extent that a Restrictive
Legend Event occurs after the registered holder has exercised a Warrant in accordance with the terms of the Warrants but prior
to the delivery of the Warrant Shares, the Company shall, at the election of the registered holder to be given within five (5)
days of receipt of notice of the Restrictive Legend Event, either (A) rescind the previously submitted Election to Purchase and
the Company shall return all consideration paid by registered holder for such shares upon such rescission or (B) treat the attempted
exercise as a cashless exercise as described in the next paragraph and refund the cash portion of the exercise price to the registered
holder.


 


(ii)         If
a Restrictive Legend Event has occurred and no exemption from the registration requirements is available, the Warrant shall only
be exercisable on a cashless basis. Notwithstanding anything herein to the contrary, the Company shall not be required to make
any cash payments or net cash settlement to the registered holder in lieu of issuance of the Warrant Shares. Upon a “cashless
exercise”, the Holder shall be entitled to receive a certificate (or book entry) for the number of Warrant Shares equal to
the quotient obtained by dividing [(A-B) (X)] by (A), where:


 


	 	(A)	= the VWAP on the Business Day immediately preceding the date on which the registered holder elects to exercise the Warrant by means of a “cashless exercise,” as set forth in the applicable Election to Purchase;


 


	 	(B)	= the Exercise Price of the Warrant, as it may have been adjusted hereunder; and


 




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	 	(X)	= the number of Warrant Shares that would be issuable upon exercise of the Warrant in accordance with the terms of the Warrant if such exercise were by means of a cash exercise rather than a cashless exercise.


 


Upon receipt of an
Election to Purchase for a cashless exercise, the Warrant Agent will promptly deliver a email copy of the Election to Purchase
to the Company to confirm the number of Warrant Shares issuable in connection with the cashless exercise. The Company shall calculate
and transmit to the Warrant Agent, and the Warrant Agent shall have no obligation under this section to calculate, the number of
Warrant Shares issuable in connection with the cashless exercise.


 


“VWAP”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed
or quoted on NYSE AMEX, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market or the New York Stock
Exchange (each, a “Trading Market”), the daily volume weighted average price of the Common Stock for such date
(or the nearest preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg
L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) the volume weighted average
price of the Common Stock for such date (or the nearest preceding date) on the OTC Bulletin Board or OTCQX, as applicable, (c)
if the Common Stock is not then listed or quoted for trading on the OTC Bulletin Board or OTCQX and if prices for the Common Stock
are then reported in the “Pink Sheets” published by OTC Markets, Inc. (or a similar organization or agency succeeding
to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported, or (d) in all other
cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the
holders of a majority in interest of the Warrants then outstanding and reasonably acceptable to the Company, the fees and expenses
of which shall be paid by the Company.


 


3.3.8           Disputes.
In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the Warrant Shares, the
Company shall promptly issue to the registered holder the number of Warrant Shares that are not disputed.


 


4.          Adjustments.


 


4.1        Adjustment
upon Subdivision or Combination of Common Stock. If the Company at any time after the Issuance Date subdivides (by any stock
split, stock dividend, recapitalization, reorganization, scheme, arrangement or otherwise) its outstanding shares of Common Stock
into a greater number of shares, the Exercise Price in effect immediately prior to such subdivision will be proportionately reduced
and the number of Warrant Shares will be proportionately increased. If the Company at any time after the Issuance Date combines
(by any stock split, stock dividend, recapitalization, reorganization, scheme, arrangement or otherwise) its outstanding shares
of Common Stock into a smaller number of shares, the Exercise Price in effect immediately prior to such combination will be proportionately
increased and the number of Warrant Shares will be proportionately decreased. Any adjustment under this Section 4.1 shall become
effective at the close of business on the date the subdivision or combination becomes effective. The Company shall promptly notify
Warrant Agent of any such adjustment and give specific instructions to Warrant Agent with respect to any adjustments to the warrant
register.


 


4.2         Adjustment
Upon Issuance of Shares of Common Stock. If the Company at any time after the Issuance Date issues or sells any shares of Common
Stock (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Company, but excluding
any Excluded Securities issued or sold or deemed to have been issued or sold) for a consideration per share (the “New Issuance
Price”) less than a price equal to the Exercise Price in effect immediately prior to such issue or sale (such Exercise Price
then in effect is referred to as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then immediately
after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price.
For purposes of this Warrant Agreement, “Excluded Securities” shall mean (a) shares of Common Stock or options issuable
to employees, officers, directors, consultants or advisors of the Company pursuant to any stock or option plan duly adopted for
such purpose, by the board of directors of the Company, and (b) securities issuable upon the exercise or exchange of or conversion
of any securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the Issuance
Date, provided that such securities have not been amended since the Issuance Date to increase the number of such securities or
to decrease the exercise price, exchange price or conversion price of such securities. For the avoidance of doubt, no adjustment
to the Exercise Price under this Section 4.2 shall be accompanied by any adjustment in the number of Warrant Shares to be delivered
upon exercise of any Warrant.


 




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4.3        Adjustment
for Other Distributions. In the event the Company shall fix a record date for the making of a dividend or distribution to
all holders of Common Stock of any evidences of indebtedness or assets or subscription rights or warrants (excluding those referred
to in Section 4.1 or other dividends paid out of retained earnings), then in each such case the Exercise Price shall be adjusted
by multiplying the Exercise Price in effect immediately prior to the record date fixed for determination of stockholders entitled
to receive such distribution by a fraction of which the denominator shall be the VWAP determined as of the record date mentioned
above, and of which the numerator shall be such VWAP on such record date less the then per share fair market value at such record
date of the portion of such assets or evidence of indebtedness so distributed applicable to one outstanding share of the Common
Stock as determined by the Board of Directors in good faith. In either case the adjustments shall be described in a statement
provided to the registered holder of the portion of assets or evidences of indebtedness so distributed or such subscription rights
applicable to one share of Common Stock. Such adjustment shall be made whenever any such distribution is made and shall become
effective immediately after the record date mentioned above.


 


4.4.        Reclassification,
Consolidation, Purchase, Combination, Sale or Conveyance. If, at any time while the Warrants are outstanding, (i) the Company,
directly or indirectly, in one or more related transactions effects any merger or consolidation of the Company with or into another
person, (ii) the Company, directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other
disposition of all or substantially all of its assets in one or a series of related transactions, (iii) any, direct or indirect,
purchase offer, tender offer or exchange offer (whether by the Company or another person) is completed pursuant to which holders
of Common Stock are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted
by the holders of 50% or more of the outstanding Common Stock, (iv) the Company, directly or indirectly, in one or more related
transactions effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange
pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property, (v) the
Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other
business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with
another person whereby such other person acquires more than 50% of the outstanding shares of Common Stock (not including any shares
of Common Stock held by the other person or other persons making or party to, or associated or affiliated with the other persons
making or party to, such stock or share purchase agreement or other business combination) (each a “Fundamental Transaction”),
then, upon any subsequent exercise of a Warrant, the registered holder shall have the right to receive, for each Warrant Share
that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, the number
of shares of Common Stock, if any, of the successor or acquiring corporation or of the Company, if it is the surviving corporation,
and any additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction
by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such Fundamental
Transaction. For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply
to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock
in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable
manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are
given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the registered holder
shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such
Fundamental Transaction. The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not
the survivor (the “Successor Entity”) and for which shareholders received any equity securities of the Successor
Entity, to assume in writing all of the obligations of the Company under this Warrant Agreement in accordance with the provisions
of this Section 4.4 pursuant to written agreements and shall, upon the written request of the registered holder of a Warrant,
deliver to the registered holder in exchange for this Warrant created by this Warrant Agreement a security of the Successor Entity
evidenced by a written instrument substantially similar in form and substance to the Warrant which is exercisable for a corresponding
number of shares of capital stock of such Successor Entity (or its parent entity), if any, plus any Alternate Consideration, receivable
as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which the Warrant is exercisable
immediately prior to such Fundamental Transaction, and with an exercise price which applies the exercise price hereunder to such
shares of capital stock, if any, plus any Alternate Consideration (but taking into account the relative value of the shares of
Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock, such number of shares of
capital stock and such exercise price being for the purpose of protecting the economic value of such Warrant immediately prior
to the consummation of such Fundamental Transaction). Upon the occurrence of any such Fundamental Transaction the Successor Entity
shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this
Warrant Agreement and the Warrant referring to the “Company” shall refer instead to the Successor Entity), and may
exercise every right and power of the Company and shall assume all of the obligations of the Company under this Warrant Agreement
and the Warrant with the same effect as if such Successor Entity had been named as the Company herein.


 




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The Company shall instruct
the Warrant Agent to mail by first class mail, postage prepaid, to each registered holder of a Warrant, written notice of the execution
of any such amendment, supplement or agreement. Any supplemented or amended agreement entered into by the successor corporation
or transferee shall provide for adjustments, which shall be as nearly equivalent as may be practicable to the adjustments provided
for in Section 4. The Warrant Agent shall be under no responsibility to determine the correctness of any provisions contained in
such agreement relating either to the kind or amount of securities or other property receivable upon exercise of warrants or with
respect to the method employed and provided therein for any adjustments and shall be entitled to rely upon the provisions contained
in any such agreement. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, changes, consolidations,
mergers, sales and conveyances of the kind described above.


 


4.5           Other
Events. If any event occurs of the type contemplated by the provisions of Section 4.1, 4.2, 4.3 or 4.4 but not expressly provided
for by such provisions (including, without limitation, the granting of stock appreciation rights, phantom stock rights or other
rights with equity features to all holders of Common Stock for no consideration), then the Company's Board of Directors will in
good faith make an adjustment in the Exercise Price and the number of Warrant Shares so as to protect the rights of the registered
holder.


 


4.6.          Notices
of Changes in Warrant. Upon every adjustment of the Exercise Price or the number of shares issuable upon exercise of a Warrant,
the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Exercise 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 a
Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Upon
the occurrence of any event specified in Sections 4.1, 4.2 or 4.3, then, in any such event, the Company shall give written notice
to each registered holder, at the last address set forth for such holder in the warrant register, of the record date or the effective
date of the event. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such event.


 


4.7.          No
Fractional Shares. If, by reason of any adjustment made pursuant to this Section 4, the holder of any Warrant would be entitled,
upon the exercise of such Warrant, to receive a fractional interest in a share, the Company shall, upon such exercise, round up
or down, as applicable, to the nearest whole number the number of the shares of Common Stock to be issued to the registered holder.


 


4.8.          Form
of Warrant. The form of Warrant need not be changed because of any adjustment pursuant to this Section 4, and Warrants issued
after such adjustment may state the same Exercise Price and the same number of shares as is stated in the Warrants initially issued
pursuant to this Warrant Agreement. However, the Company may at any time in its sole discretion make any change in the form of
Warrant that the Company may deem appropriate and that does not affect the substance thereof, and any Warrant thereafter issued
or countersigned, whether in exchange or substitution for an outstanding Warrant or otherwise, may be in the form as so changed.


 


5.           Transfer
and Exchange of Warrants.


 


5.1.          Registration
of Transfer. The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant upon the Warrant
Register, upon surrender of such Warrant for transfer, properly endorsed with signatures properly guaranteed and accompanied by
appropriate instructions for transfer. Upon any such transfer, a new Warrant representing an equal aggregate number of Warrants
shall be issued and the old Warrant shall be cancelled by the Warrant Agent. The Warrants so cancelled shall be delivered by the
Warrant Agent to the Company from time to time upon request.


 




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5.2.          Procedure
for Surrender of Warrants. Warrants may be surrendered to the Warrant Agent, together with a written request for exchange or
transfer reasonably acceptable to Warrant Agent, duly executed by the registered holder thereof, or by a duly authorized attorney,
and thereupon the Warrant Agent shall issue in exchange therefor one or more new Warrants as requested by the registered holder
of the Warrants so surrendered, representing an equal aggregate number of Warrants; provided, however, that except as otherwise
provided herein or in any Book-Entry Warrant Certificate, each Book-Entry Warrant Certificate may be transferred only in whole
and only to the Depository, to another nominee of the Depository, to a successor depository, or to a nominee of a successor depository;
provided further, however, that in the event that a Warrant surrendered for transfer bears a restrictive legend, the Warrant Agent
shall not cancel such Warrant and issue new Warrants in exchange therefor until the Warrant Agent has received an opinion of counsel
for the Company stating that such transfer may be made and indicating whether the new Warrants must also bear a restrictive legend.
Upon any such registration of transfer, the Company shall execute, and the Warrant Agent shall countersign and deliver, in the
name of the designated transferee a new Warrant Certificate or Warrant Certificates of any authorized denomination evidencing in
the aggregate a like number of unexercised Warrants.


 


5.3.          Fractional
Warrants. The Warrant Agent shall not be required to effect any registration of transfer or exchange which will result in the
issuance of a Warrant Certificate for a fraction of a Warrant.


 


5.4.          Service
Charges. A transfer fee service charge shall be made for any exchange or registration of transfer of Warrants.


 


5.5.          Warrant
Execution and Countersignature. The Warrant Agent is hereby authorized to countersign and to deliver, in accordance with the
terms of this Warrant Agreement, the Warrants required to be issued pursuant to the provisions of this Section 5, and the Company,
whenever required by the Warrant Agent, will supply the Warrant Agent with Warrants duly executed on behalf of the Company for
such purpose.


 


6.              Limitations
on Exercise. Neither the Warrant Agent nor the Company shall effect any exercise of any Warrant, and a registered holder
shall not have the right to exercise any portion of a Warrant, to the extent that after giving effect to the issuance of shares
of Common Stock after exercise as set forth on the applicable Election to Purchase, the registered holder (together with such registered
holder’s Affiliates (as defined in Rule 405 under The Securities Act of 1933), and any other persons acting as a group together
with the registered holder or any of the registered holder’s Affiliates), would beneficially own in excess of 4.99% of the
Company’s Common Stock. For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by
the registered holder and its Affiliates shall include the number of shares of Common Stock issuable upon exercise of the Warrant
with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable
upon exercise of the remaining, nonexercised portion of any Warrant beneficially owned by the registered holder or any of its Affiliates.
Except as set forth in the preceding sentence, for purposes of this Section 6, beneficial ownership shall be calculated in accordance
with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the registered
holder that neither the Warrant Agent nor the Company is representing to the registered holder that such calculation is in compliance
with Section 13(d) of the Exchange Act and the registered holder is solely responsible for any schedules required to be filed in
accordance therewith. To the extent that the limitation contained in this Section 6 applies, the determination of whether a Warrant
is exercisable (in relation to other securities owned by the registered holder together with any Affiliates) and of which portion
of a Warrant is exercisable shall be in the sole discretion of the registered holder, and the submission of an Election to Purchase
shall be deemed to be the registered holder’s determination of whether such Warrant is exercisable (in relation to other
securities owned by the registered holder together with any Affiliates) and of which portion of a Warrant is exercisable, and neither
the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy of such determination and neither
of them shall have any liability for any error made by the registered holder. In addition, a determination as to any group status
as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated
thereunder. For purposes of this Section 6, in determining the number of outstanding shares of Common Stock, a registered holder
may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual
report filed with the Securities and Exchange Commission, as the case may be, (B) a more recent public announcement by the Company
or (C) a more recent written notice by the Company or the Company’s transfer agent setting forth the number of shares of
Common Stock outstanding. The provisions of this Section 6 shall be construed and implemented in a manner otherwise than in strict
conformity with the terms of this Section 6 to correct this subsection (or any portion hereof) which may be defective or inconsistent
with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to
properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of a Warrant.


 




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7.           Other
Provisions Relating to Rights of Holders of Warrants.


 


7.1.          No
Rights as Stockholder. Except as otherwise specifically provided herein, a registered holder, solely in its capacity as a holder
of a Warrant, shall not be entitled to vote or receive dividends or be deemed the holder of share capital of the Company for any
purpose, nor shall anything contained in this Warrant Agreement be construed to confer upon a registered holder, solely in its
capacity as the registered holder of a Warrant, any of the rights of a stockholder of the Company or any right to vote, give or
withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation,
merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to
the issuance to the registered holder of the Warrant Shares which it is then entitled to receive upon the due exercise of a Warrant.
A Warrant does not entitle the registered holder thereof to any of the rights of a stockholder.


 


7.2.          Lost,
Stolen, Mutilated, or Destroyed Warrants. If any Warrant is lost, stolen, mutilated, or destroyed, the Company and the Warrant
Agent may on such terms as to indemnity (including obtaining an open penalty bond protecting the Warrant Agent) or otherwise as
they may in their discretion impose (which shall, in the case of a mutilated Warrant, include the surrender thereof), issue a new
Warrant of like denomination, tenor, and date as the Warrant so lost, stolen, mutilated, or destroyed. Any such new Warrant shall
constitute a substitute contractual obligation of the Company, whether or not the allegedly lost, stolen, mutilated, or destroyed
Warrant shall be at any time enforceable by anyone.


 


7.3.          Reservation
of Common Stock. The Company shall at all times reserve and keep available a number of its authorized but unissued shares of
Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Warrant
Agreement.


 


8.           Concerning
the Warrant Agent and Other Matters.


 


8.1           Concerning
the Warrant Agent. The Warrant Agent:


 


a)           shall
have no duties or obligations other than those set forth herein and no duties or obligations shall be inferred or implied;


 


b)           may
rely on and shall be held harmless by the Company in acting upon any certificate, statement, instrument, opinion, notice, letter,
facsimile transmission, telegram or other document, or any security delivered to it, and reasonably believed by it to be genuine
and to have been made or signed by the proper party or parties;


 


c)           may
rely on and shall be held harmless by the Company in acting upon written or oral instructions or statements from the Company with
respect to any matter relating to its acting as Warrant Agent;


 


d)           may
consult with counsel satisfactory to it (including counsel for the Company) and shall be held harmless by the Company in relying
on the advice or opinion of such counsel in respect of any action taken, suffered or omitted by it hereunder in good faith and
in accordance with such advice or opinion of such counsel;


 


e)           solely
shall make the final determination as to whether or not a Warrant received by Warrant Agent is duly, completely and correctly executed,
and Warrant Agent shall be held harmless by the Company in respect of any action taken, suffered or omitted by Warrant Agent hereunder
in good faith and in accordance with its determination;


 




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f)            shall
not be obligated to take any legal or other action hereunder which might, in its judgment subject or expose it to any expense or
liability unless it shall have been furnished with an indemnity satisfactory to it; and


 


g)           shall
not be liable or responsible for any failure of the Company to comply with any of its obligations relating to the Registration
Statement or this Warrant Agreement, including, without limitation, obligations under applicable regulation or law.


 


8.2           Payment
of Taxes. The Company will from time to time promptly pay all taxes and charges that may be imposed upon the Company or the
Warrant Agent in respect of the issuance or delivery of shares of Common Stock upon the exercise of Warrants, but the Company shall
not be obligated to pay any transfer taxes in respect of the Warrants or such shares. The Warrant Agent shall not register any
transfer or issue or deliver any Warrant Certificate(s) or Warrant Shares unless or until the persons requesting the registration
or issuance shall have paid to the Warrant Agent for the account of the Company the amount of such tax, if any, or shall have established
to the reasonable satisfaction of the Company that such tax, if any, has been paid.


 


8.3               Resignation,
Consolidation, or Merger of Warrant Agent.


 


8.3.1.       Appointment
of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be discharged
from all further duties and liabilities hereunder after giving sixty (60) days’ notice in writing to the Company. If the
office of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing
a successor Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period of
30 days after it has been notified in writing of such resignation or incapacity by the Warrant Agent or by the holder of the Warrant
(who shall, with such notice, submit his Warrant for inspection by the Company), then the holder of any Warrant may apply to the
Supreme Court of the State of New York for the County of New York for the appointment of a successor Warrant Agent at the Company’s
cost. Any successor Warrant Agent (but not including the initial Warrant Agent), whether appointed by the Company or by such court,
shall be a corporation organized and existing under the laws of the State of New York, in good standing and having its principal
office in the Borough of Manhattan, City and State of New York, and authorized under such laws to exercise corporate trust powers
and subject to supervision or examination by federal or state authority. After appointment, any successor Warrant Agent shall be
vested with all the authority, powers, rights, immunities, duties, and obligations of its predecessor Warrant Agent with like effect
as if originally named as Warrant Agent hereunder, without any further act or deed; but if for any reason it becomes necessary
or appropriate, the predecessor Warrant Agent shall execute and deliver, at the expense of the Company, an instrument transferring
to such successor Warrant Agent all the authority, powers, and rights of such predecessor Warrant Agent hereunder; and upon request
of any successor Warrant Agent the Company shall make, execute, acknowledge, and deliver any and all instruments in writing for
more fully and effectually vesting in and confirming to such successor Warrant Agent all such authority, powers, rights, immunities,
duties, and obligations.


 


8.3.2.          Notice
of Successor Warrant Agent. In the event a successor Warrant Agent shall be appointed, the Company shall give notice thereof
to the predecessor Warrant Agent and the transfer agent for the Common Stock not later than the effective date of any such appointment.


 


8.3.3.          Merger
or Consolidation of Warrant Agent. Any corporation into which the Warrant Agent may be merged or with which it may be consolidated
or any corporation resulting from any merger or consolidation to which the Warrant Agent shall be a party shall be the successor
Warrant Agent under this Warrant Agreement without any further act.


 


8.4.        Fees
and Expenses of Warrant Agent.


 


8.4.1.          Remuneration.
The Company agrees to pay the Warrant Agent reasonable remuneration in an amount separately agreed to between Company and Warrant
Agent for its services as Warrant Agent hereunder and will reimburse the Warrant Agent upon demand for all expenditures that the
Warrant Agent may reasonably incur in the execution of its duties hereunder.


 




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8.4.2.          Further
Assurances. The Company agrees to perform, execute, acknowledge, and deliver or cause to be performed, executed, acknowledged,
and delivered all such further and other acts, instruments, and assurances as may reasonably be required by the Warrant Agent for
the carrying out or performing of the provisions of this Warrant Agreement.


 


8.5.        Liability
of Warrant Agent.


 


8.5.1.          Reliance
on Company Statement. Whenever in the performance of its duties under this Warrant Agreement, the Warrant Agent shall deem
it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action
hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be
conclusively proved and established by a statement signed by the President of the Company and delivered to the Warrant Agent. The
Warrant Agent may rely upon such statement for any action taken or suffered in good faith by it pursuant to the provisions of this
Warrant Agreement.


 


8.5.2.          Indemnity.
The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith. The Company agrees
to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, claims, losses, damages,
costs and reasonable counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Warrant Agreement
except as a result of the Warrant Agent’s gross negligence, willful misconduct, or bad faith.


 


8.5.3.          Limitation
of Liability. The Warrant Agent’s aggregate liability, if any, during the term of this Warrant Agreement with respect
to, arising from, or arising in connection with this Warrant Agreement, or from all services provided or omitted to be provided
under this Warrant Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, the amounts paid
or payable hereunder by the Company to Warrant Agent as fees and charges, but not including reimbursable expenses.


 


8.5.4           Disputes.
In the event any question or dispute arises with respect to the proper interpretation of this Warrant Agreement or the Warrant
Agent’s duties hereunder or the rights of the Company or of any holder of a Warrant, the Warrant Agent shall not be required
to act and shall not be held liable or responsible for refusing to act until the question or dispute has been judicially settled
(and the Warrant Agent may, if it deems it advisable, but shall not be obligated to, file a suit in interpleader or for a declaratory
judgment for such purpose) by final judgment rendered by a court of competent jurisdiction, binding on all parties interested in
the matter which is no longer subject to review or appeal, or settled by a written document in form and substance satisfactory
to the Warrant Agent and executed by the Company and each other interested party. In addition, the Warrant Agent may require for
such purpose, but shall not be obligated to require, the execution of such written settlement by all the Warrant holders, as applicable,
and all other parties that may have an interest in the settlement.


 


8.5.5           Exclusions.
The Warrant Agent shall have no responsibility with respect to the validity of this Warrant Agreement or with respect to the validity
or execution of any Warrant (except its countersignature thereof); nor shall it be responsible for any breach by the Company of
any covenant or condition contained in this Warrant Agreement or in any Warrant; nor shall it be responsible to make any adjustments
required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the
ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make
any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this
Warrant Agreement or any Warrant or as to whether any shares of Common Stock will when issued be valid and fully paid and nonassessable.


 


8.6.        Acceptance
of Agency. The Warrant Agent hereby accepts the agency established by this Warrant Agreement and agrees to perform the same
upon the terms and conditions herein set forth and among other things, shall account promptly to the Company with respect to Warrants
exercised and concurrently account for, and pay to the Company, all moneys received by the Warrant Agent for the purchase of shares
of Common Stock through the exercise of Warrants.


 




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9.           Miscellaneous
Provisions.


 


9.1.        Successors.
All the covenants and provisions of this Warrant Agreement by or for the benefit of the Company or the Warrant Agent shall bind
and inure to the benefit of their respective successors and assigns.


 


9.2.        Notices.
Any notice, statement or demand authorized by this Warrant Agreement to be given or made by the Warrant Agent or by the holder
of any Warrant to or on the Company shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by
certified mail or private courier service within five days after deposit of such notice, postage prepaid, addressed (until another
address is filed in writing by the Company with the Warrant Agent), as follows:


 


Enerpulse Technologies, Inc.


2451 Alamo Ave SE,

Albuquerque, New Mexico, 87106

Attn: Chief Executive Officer


 


Any notice, statement or demand authorized
by this Warrant Agreement to be given or made by the holder of any Warrant or by the Company to or on the Warrant Agent shall be
sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within
five days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Warrant Agent
with the Company), as follows:


 


Securities Transfer Corporation


2591 Dallas Parkway

Suite 102

Frisco, TX 75034

Attn: Kevin Halter Jr.


 


with a copy in each case to: 


 


Greenberg Traurig, LLP

1201 K Street

Suite 1100

Sacramento, CA 95814

Attn: Mark C. Lee, Esq.


  


 


9.3.         Applicable
law. The validity, interpretation, and performance of this Warrant Agreement and of the Warrants shall be governed in all respects
by the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application
of the substantive laws of another jurisdiction. The Company hereby agrees that any action, proceeding or claim against it arising
out of or relating in any way to this Warrant Agreement shall be brought and enforced in the courts of the State of New York or
the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction
shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenience
forum. Any such process or summons to be served upon the Company may be served by transmitting a copy thereof by registered or
certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 9.2 hereof. Such
mailing shall be deemed personal service and shall be legal and binding upon the Company in any action, proceeding or claim.


 


9.4.         Persons
Having Rights under this Warrant Agreement. Nothing in this Warrant Agreement expressed and nothing that may be implied from
any of the provisions hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation other than
the parties hereto and the registered holders of the Warrants and, for purposes of Sections 3.3, 9.3 and 9.8, the Underwriter,
any right, remedy, or claim under or by reason of this Warrant Agreement or of any covenant, condition, stipulation, promise, or
agreement hereof. The Underwriters shall be deemed to be an express third-party beneficiary of this Warrant Agreement with respect
to Sections 3.3, 9.3 and 9.8 hereof. All covenants, conditions, stipulations, promises, and agreements contained in this Warrant
Agreement shall be for the sole and exclusive benefit of the parties hereto (and the Underwriters with respect to the Sections
3.3, 9.3 and 9.8 hereof) and their successors and assigns and of the registered holders of the Warrants.


 




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9.5.         Examination
of the Warrant Agreement. A copy of this Warrant Agreement shall be available at all reasonable times at the office of the
Warrant Agent in the city of Denver, State of Colorado, for inspection by the registered holder of any Warrant. The Warrant Agent
may require any such holder to submit his Warrant for inspection by it.


 


9.6.          Counterparts.
This Warrant Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall
for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.


 


9.7.          Effect
of Headings. The Section headings herein are for convenience only and are not part of this Warrant Agreement and shall not
affect the interpretation thereof.


 


9.8           Amendments.
This Warrant Agreement may be amended by the parties hereto without the consent of any registered holder for the purpose of curing
any ambiguity, or of curing, correcting or supplementing any defective provision contained herein or adding or changing any other
provisions with respect to matters or questions arising under this Warrant Agreement as the parties may deem necessary or desirable
and that the parties deem shall not adversely affect the interest of the registered holders. All other modifications or amendments,
including any amendment to increase the Exercise Price or shorten the Exercise Period, shall require the written consent of the
Underwriter and the registered holders of a majority of the then outstanding Warrants.


 


9.9           Severability.
This Warrant Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall
not affect the validity or enforceability of this Warrant Agreement or of any other term or provision hereof. Furthermore, in lieu
of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Warrant
Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.


 


9.10         Force
Majeure. In the event either party is unable to perform its obligations under the terms of this Warrant Agreement because
of acts of God, strikes, failure of carrier or utilities, equipment or transmission failure or damage that is reasonably beyond
its control, or any other cause that is reasonably beyond its control, such party shall not be liable for damages to the other
for any damages resulting from such failure to perform or otherwise from such causes. Performance under this Warrant Agreement
shall resume when the affected party or parties are able to perform substantially that party’s duties.


 


9.11         Consequential
Damages. Notwithstanding anything in this Warrant Agreement to the contrary, neither party to this Warrant Agreement
shall be liable to the other party for any consequential, indirect, special or incidental damages under any provision of this Warrant
Agreement or for any consequential, indirect, punitive, special or incidental damages arising out of any act or failure to act
hereunder even if that party has been advised of or has foreseen the possibility of such damages.


 




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IN WITNESS WHEREOF, this Warrant Agreement
has been duly executed by the parties hereto as of the day and year first above written.


 


	 	ENERPULSE TECHNOLOGIES, INC.
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 
	 	SECURITIES TRANSFER CORPORATION
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 




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Exhibit A


 


[FORM
OF WARRANT CERTIFICATE]


 


EXERCISABLE
ONLY IF COUNTERSIGNED BY THE WARRANT


AGENT
AS PROVIDED HEREIN.


 


Warrant Certificate Evidencing Warrants
to Purchase


Common Stock,
par value of $0.001 per share, as
described herein.


 


ENERPULSE TECHNOLOGIES, INC.


 


	No. ___________	[CUSIP_________]


 


VOID AFTER 5:00 P.M., NEW YORK TIME,


ON APRIL 30, 2019


 


This certifies that
________________________ or registered assigns is the registered holder of _____________________ warrants to purchase certain securities
(each a “Warrant”). Each Warrant entitles the holder thereof, subject to the provisions contained herein and
in the Warrant Agreement (as defined below), to purchase from Enerpulse Technologies, Inc., a Nevada corporation (the “Company”),
one and one-half shares (collectively, the “Warrant Shares”) of Common Stock, par value $0.001 per share, of
the Company (“Common Stock”), at the Exercise Price set forth below. The price at which each one and one-half
share of Common Stock may be purchased at the time each Warrant is exercised (the “Exercise Price”) is $1.20
initially, subject to adjustments as set forth in the Warrant Agreement (as defined below).


 


Capitalized terms used
but not defined herein shall have the meaning ascribed to them in the Warrant Agreement.


 


Subject to the terms
of the Warrant Agreement, each Warrant evidenced hereby may be exercised in whole but not in part at any time, as specified herein,
on any Business Day (as defined below) occurring during the period (the “Exercise Period”) commencing the date
of detachability of the Warrants from the Common Stock as set forth in Section 2.4 of the Warrant Agreement and terminating on
the earlier to occur of 5:00 P.M., New York City time, on April 30, 2019 (the “Expiration Date”). Each Warrant
remaining unexercised after 5:00 P.M., New York City time, on the Expiration Date shall become void, and all rights of the holder
of this Warrant Certificate evidencing such Warrant shall cease.


 


The holder of the Warrants
represented by this Warrant Certificate may exercise any Warrant evidenced hereby by delivering, not later than 5:00 P.M.,
New York time, on any Business Day during the Exercise Period (the “Exercise Date”) to Securities Transfer Corporation
(the “Warrant Agent”, which term includes any successor warrant agent under the Warrant Agreement described
below) at its corporate trust department at 2591 Dallas Parkway, Suite 102, Frisco, TX 75034 (i) this Warrant Certificate or, in
the case of a Book-Entry Warrant Certificate (as defined in the Warrant Agreement), the Warrants to be exercised (the “Book-Entry
Warrants”) as shown on the records of The Depository Trust Company (the “Depository”) to an account
of the Warrant Agent at the Depository designated for such purpose in writing by the Warrant Agent to the Depository, (ii) an election
to purchase (“Election to Purchase”), properly executed by the holder hereof on the reverse of this Warrant
Certificate or properly executed by the institution in whose account the Warrant is recorded on the records of the Depository (the
“Participant”), and substantially in the form included on the reverse of this Warrant Certificate and (iii) the
Exercise Price for each Warrant to be exercised in lawful money of the United States of America by certified or official bank check
or by bank wire transfer in immediately available funds, unless cashless exercise is permitted under the Warrant Agreement.


 


As used herein, the
term “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The
City of New York are authorized or required by law or executive order to remain closed.


 




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Warrants may be exercised
only in whole numbers of Warrants. Warrants may be only be exercised such that a whole number of Warrant Shares is issuable upon
exercise; provided, however, that a holder may request the exercise of all of its remaining Warrants even if the aggregate number
of Warrant Shares issuable upon such exercise as calculated hereunder includes a fractional Warrant Share. No fractional Warrant
Shares are to be issued upon the exercise of Warrants, but rather the number of Warrant Shares to be issued shall be rounded up
or down, as applicable, to the nearest whole number. If fewer than all of the Warrants evidenced by this Warrant Certificate are
exercised, a new Warrant Certificate for the number of Warrants remaining unexercised shall be executed by the Company and countersigned
by the Warrant Agent as provided in Section 2 of the Warrant Agreement, and delivered to the registered holder of this Warrant
Certificate at the address specified on the books of the Warrant Agent or as otherwise specified by such registered holder.


 


This Warrant Certificate
is issued under and in accordance with the Warrant Agreement, dated as of April [__], 2014 (the “Warrant Agreement”),
between the Company and the Warrant Agent and is subject to the terms and provisions contained in the Warrant Agreement, to all
of which terms and provisions the holder of this Warrant Certificate and the beneficial owners of the Warrants represented by this
Warrant Certificate consent by acceptance hereof. Copies of the Warrant Agreement are on file and can be inspected at the above-mentioned
office of the Warrant Agent and at the office of the Company at 2451 Alamo Ave SE, Albuquerque, New Mexico, 87106.


 


The Company shall provide
to the registered holder prompt written notice of any time that the Company is unable to issue the Warrant Shares via DTC transfer
or otherwise (without restrictive legend), because (A) the Commission has issued a stop order with respect to the Registration
Statement, (B) the Commission otherwise has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily
or permanently, (C) the Company has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily
or permanently, or (D) otherwise (each a “Restrictive Legend Event”). To the extent that a Restrictive Legend
Event occurs after the registered holder has exercised a Warrant in accordance with the terms of the Warrants but prior to the
delivery of the Warrant Shares, the Company shall, at the election of the registered holder to be given within five (5) days of
receipt of notice of the Restrictive Legend Event, either (A) rescind the previously submitted Election to Purchase and the Company
shall return all consideration paid by registered holder for such shares upon such rescission or (B) treat the attempted exercise
as a cashless exercise as described in the next paragraph and refund the cash portion of the exercise price to the registered holder.


 


If a Restrictive
Legend Event has occurred and no exemption from the registration requirements is available, the Warrant shall only be exercisable
on a cashless basis. Notwithstanding anything herein to the contrary, the Company shall not be required to make any cash payments
or net cash settlement to the registered holder in lieu of issuance of the Warrant Shares. Upon a “cashless exercise”,
the Holder shall be entitled to receive a certificate (or book entry) for the number of Warrant Shares equal to the quotient obtained
by dividing [(A-B) (X)] by (A), where:


 


	 	(A)	= the VWAP on the Business Day immediately preceding the date on which the registered holder elects to exercise the Warrant by means of a “cashless exercise,” as set forth in the applicable Election to Purchase;
	 	 	 
	 	(B)	= the Exercise Price of the Warrant, as it may have been adjusted hereunder; and
	 	 	 
	 	(X)	= the number of Warrant Shares that would be issuable upon exercise of the Warrant in accordance with the terms of the Warrant if such exercise were by means of a cash exercise rather than a cashless exercise.


 


Upon receipt of an
Election to Purchase for a cashless exercise, the Warrant Agent will promptly deliver a copy of the Election to Purchase to the
Company to confirm the number of Warrant Shares issuable in connection with the cashless exercise. The Company shall calculate
and transmit to the Warrant Agent, and the Warrant Agent shall have no obligation under this section to calculate, the number of
Warrant Shares issuable in connection with the cashless exercise.


 




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“VWAP”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed
or quoted on NYSE AMEX, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market or the New York Stock
Exchange (each, a “Trading Market”), the daily volume weighted average price of the Common Stock for such date
(or the nearest preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg
L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) the volume weighted average
price of the Common Stock for such date (or the nearest preceding date) on the OTC Bulletin Board, (c) if the Common Stock is not
then listed or quoted for trading on the OTC Bulletin Board and if prices for the Common Stock are then reported in the “Pink
Sheets” published by OTC Markets, Inc. (or a similar organization or agency succeeding to its functions of reporting prices),
the most recent bid price per share of the Common Stock so reported, or (d) in all other cases, the fair market value of a share
of Common Stock as determined by an independent appraiser selected in good faith by the holders of a majority in interest of the
Warrants then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.


 


The Exercise Price,
if applicable, and the number of Warrant Shares purchasable upon the exercise of each Warrant shall be subject to adjustment as
provided pursuant to Section 4 of the Warrant Agreement.


 


Upon due presentment
for registration of transfer or exchange of this Warrant Certificate at the stock transfer division of the Warrant Agent, the Company
shall execute, and the Warrant Agent shall countersign and deliver, as provided in Section 5 of the Warrant Agreement, in the name
of the designated transferee one or more new Warrant Certificates of any authorized denomination evidencing in the aggregate a
like number of unexercised Warrants, subject to the limitations provided in the Warrant Agreement.


 


Neither this Warrant
Certificate nor the Warrants evidenced hereby entitles the registered holder thereof to any of the rights of a shareholder of the
Company, including, without limitation, the right to receive dividends, or other distributions, exercise any preemptive rights
to vote or to consent or to receive notice as shareholders in respect of the meetings of shareholders or the election of directors
of the Company or any other matter.


 


The Warrant Agreement
and this Warrant Certificate may be amended as provided in the Warrant Agreement including, under certain circumstances described
therein, without the consent of the holder of this Warrant Certificate or the Warrants evidenced thereby.


 


THIS WARRANT CERTIFICATE
AND ALL RIGHTS HEREUNDER AND UNDER THE WARRANT AGREEMENT SHALL BE GOVERNED BY AND INTERPRETED AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS FORMED AND TO BE PERFORMED ENTIRELY WITHIN THE STATE OF NEW YORK, WITHOUT
REGARD TO THE CONFLICTS OF LAW PROVISIONS THEREOF TO THE EXTENT SUCH PRINCIPLES OR RULES WOULD REQUIRE OR PERMIT THE APPLICATION
OF THE LAWS OF ANOTHER JURISDICTION.


 


This Warrant Certificate
shall not be entitled to any benefit under the Warrant Agreement or be valid or obligatory for any purpose, and no Warrant evidenced
hereby may be exercised, unless this Warrant Certificate has been countersigned by the manual signature of the Warrant Agent.


 




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IN WITNESS WHEREOF,
the Company has caused this instrument to be duly executed.


 


Dated as of April [__], 2014


 


	 	ENERPULSE TECHNOLOGIES, INC.
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


Securities Transfer Corporation,


as Warrant Agent


 


	By: 	 	 
	Name:	 	 
	Title:	 	 


 




    	18



    	 



    

 


[REVERSE]


 


Instructions for Exercise of Warrant


 


To exercise the Warrants
evidenced hereby, the holder or Participant must, by 5:00 P.M., New York time, on the specified Exercise Date, deliver to
the Warrant Agent at its stock transfer division, a certified or official bank check or a bank wire transfer in immediately available
funds, in each case payable to the Warrant Agent at Account No. ____, in an amount equal to the Exercise Price in full for
the Warrants exercised. In addition, the Warrant holder or Participant must provide the information required below and deliver
this Warrant Certificate to the Warrant Agent at the address set forth below and the Book-Entry Warrants to the Warrant Agent in
its account with the Depository designated for such purpose. The Warrant Certificate and this Election to Purchase must be received
by the Warrant Agent by 5:00 P.M., New York time, on the specified Exercise Date.


 


ELECTION
TO PURCHASE


TO
BE EXECUTED IF WARRANT HOLDER DESIRES





TO
EXERCISE THE WARRANTS EVIDENCED HEREBY


 


The undersigned hereby
irrevocably elects to exercise, on __________, ____ (the “Exercise Date”), _____________ Warrants, evidenced
by this Warrant Certificate, to purchase, _________________ shares (the “Warrant Shares”) of Common Stock, par
value of $0.001 per share (the “Common Stock”) of Enerpulse Technologies, Inc., a Nevada corporation (the “Company”),
and represents that on or before the Exercise Date


 


£
such holder has tendered payment for such Warrant Shares by certified or official bank check or bank wire transfer in immediately
available funds to the order of the Company c/o Securities Transfer Corporation, 2591 Dallas Parkway, Suite 102, Frisco, TX 75034,
in the amount of $_____________ in accordance with the terms hereof, or


 


£
[if permitted] the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection
3.3.7 of the Warrant Agreement, to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant
to the cashless exercise procedure set forth in subsection 3.3.7.


 


The undersigned requests that said number
of Warrant Shares be in fully registered form, registered in such names and delivered, all as specified in accordance with the
instructions set forth below.


 


If said number of Warrant
Shares is less than all of the Warrant Shares purchasable hereunder, the undersigned requests that a new Warrant Certificate evidencing
the remaining balance of the Warrants evidenced hereby be issued and delivered to the holder of the Warrant Certificate unless
otherwise specified in the instructions below.


 




    	19



    	 



    

 


Dated: ______________ __, ____


 


	 	Name	 	 
	 	 	(Please Print)	 
	 	 	 	 
	 	/ / /  / - /  /  /- /  /   /  /  /
	 	(Insert Social Security or Other Identifying Number of Holder)
	 	 	 	 
	 	Address	 	 
	 	 	 	 
	 	 	 	 
	 	Signature	 	 


 


This Warrant may only
be exercised by presentation to the Warrant Agent at one of the following locations:


 


By hand at:


 


Securities Transfer Corporation


2591 Dallas Parkway

Suite 102

Frisco, TX 75034

Attn: Kevin Halter Jr.


  


By mail at:


 


Securities Transfer Corporation


2591 Dallas Parkway

Suite 102

Frisco, TX 75034

Attn: Kevin Halter Jr.


 


The method of delivery of this Warrant
Certificate is at the option and risk of the exercising holder and the delivery of this Warrant Certificate will be deemed to be
made only when actually received by the Warrant Agent. If delivery is by mail, registered mail with return receipt requested, properly
insured, is recommended. In all cases, sufficient time should be allowed to assure timely delivery.


 


(Instructions as to form and delivery of
Warrant Shares and/or Warrant Certificates)


 


	Name in which Warrant Shares are to be registered if other than in the name of the registered holder of this Warrant Certificate:	 	 	 
	 	 	 	 
	Address to which Warrant Shares are to be mailed if other than to the address of the registered holder of this Warrant Certificate as shown on the books of the Warrant Agent:	 	 	 
	 	 	(Street Address)	 
	 	 	 	 
	 	 	 	 
	 	 	(City and State) (Zip Code)	 
	 	 	 	 
	Name in which Warrant Certificate evidencing unexercised Warrants, if any, are to be registered if other than in the name of the registered holder of this Warrant Certificate:	 	 	 


 




    	20



    	 



    

 


	Address to which certificate representing unexercised Warrants, if any, are to be mailed if other than to the address of  the registered holder of this Warrant  Certificate as shown on the books of  the Warrant Agent:	 	 	 
	 	 	(Street Address)
	 	 	 
	 	 	 	 
	 	 	(City and State) (Zip Code)
	 	 	 
	 	 	Dated:
	 	 	 
	 	 	 	 
	 	 	Signature
	 	 	 
	 	 	Signature must conform in all respects to the name of the holder as specified on the face of this Warrant Certificate.  If Warrant Shares, or a Warrant Certificate evidencing unexercised Warrants, are to be issued in a name other than that of the registered holder hereof or are to be delivered to an address other than the address of such holder as shown on the books of the Warrant Agent, the above signature must be guaranteed by a an Eligible Guarantor Institution (as that term is defined in Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended).
	SIGNATURE GUARANTEE	 	 
	 	 	 
	Name of Firm                                                   	 	 
	Address                                                             	 	 
	Area Code	 	 
	and Number                                                   	 	 
	Authorized	 	 
	Signature                                                       	 	 
	Name                                                                	 	 
	Title                                                                  	 	 
	Dated:                                                               , 200___	 	 


 




    	21



    	 



    

 


ASSIGNMENT


 


(FORM
OF ASSIGNMENT TO BE EXECUTED IF WARRANT HOLDER


DESIRES
TO TRANSFER WARRANTS EVIDENCED HEREBY)


 


FOR VALUE RECEIVED,
_________________ hereby sell(s), assign(s) and Transfer(s) unto 


________________________________________________________


__________________________________


_______________________________________


 


	(Please print name and address	(Please insert social security or
	including zip code of assignee)	other identifying number of assignee)


 


the rights represented by the within Warrant
Certificate and does hereby irrevocably constitute and appoint ____________ Attorney to transfer said Warrant Certificate on the
books of the Warrant Agent with full power of substitution in the premises.


 


	 	 	Dated:
	 	 	 
	 	 	 
	 	 	Signature
	 	 	 
	 	 	(Signature must conform in all respects to the name of the holder as specified on the face of this Warrant Certificate and must bear a signature guarantee by an Eligible Guarantor Institution (as that term is defined in Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended).
	SIGNATURE GUARANTEE	 	 
	Name of Firm                                                   	 	 
	Address                                                             	 	 
	Area Code	 	 
	and Number                                                   	 	 
	Authorized	 	 
	Signature                                                       	 	 
	Name                                                                	 	 
	Title                                                                  	 	 
	Dated:                                                 , 20___	 	 


 




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